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Resolutions - No. 2009-10RESOLUTION NO. 2009-10 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING TERMS OF SALE FOR CITY PROPERTY AT 217 EAST LOCKEFORD STREET ------------------------------------------------------------------- ------------------------------------------------------------------- WHEREAS, the City -owned property at 217 East Lockeford Street was identified as underutilized at a City Council meeting on June 21, 2006. On August 15, 2007, the City Council adopted Resolution 2007-171 authorizing its sale, and the local real estate community was notified of its availability; and WHEREAS, the Planning Commission previously found that the sale of this underutilized property is consistent with the General Plan; and WHEREAS, the City received a letter of intent to purchase the property on November 7, 2008, from real estate broker Wayne Craig, who represents the Eagles Lodge of Lodi. The City Council was advised of the interest in purchasing this property on November 19,2008, and gave direction to pursue the sale; and WHEREAS, the City Council approved a counteroffer on December 17, 2008. The Eagles Lodge has agreed to an all-cash purchase of $355,500, which meets the City Council's objective of obtaining fair -market value for the property. The agreement allows the Eagles Lodge to sell the property back to the City if the buyer is unsuccessful in processing a zoning change from "Public" to the appropriate commercially -designated zone within six months. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the terms of sale for City property located at 217 East Lockeford Street in the amount of $355,500, as set forth in the agreement attached hereto as Exhibit A Dated: January 21, 2009 I hereby certify that Resolution No. 2009-10 was passed and adopted by the City Council of the City of Lodi in a regular meeting held January 21, 2009, by the following vote: AYES: COUNCIL MEMBERS —Johnson, Mounce, and Mayor Hansen NOES: COUNCIL MEMBERS — Hitchcock ABSENT: COUNCIL MEMBERS— None ABSTAIN: COUNCIL MEMBERS —Katzakj� HL City Clerk 2009-10 CALIFORNIA VACANT LAND PURCHASE AGREEMEt T ItAllim u dt ASSOCIATION AND JCiW ESCR€ W INSTRi1 ONS OF REAL'iORS� 1C-&IZ Farm VLPA- Revert ilffi'i1 -- -- �� Dale Mir 24. 2006 at Lodi . CaNforria 1. OFift- A. TWIS AN OFFER FROM Ammo—, T:reo a--- EL fB. 14E REAL PROPEM TO BE ACONRED is desabed as 217 East .Loake€ard sweet 'Assessor's Parcel NOW. 041-220-02 sittialed in Lodi', ran Je>sea�a C. M E PURCHASE PRICE offered is Three 1f=c(red Bitty-lo'im Thousand Five Hundred Ddkn$ 33s.so0.00 D. CLOSE OF ESCROW shat( occur on (date) (or W so Days After A=ptonm). FINANCE TE#NS: Obtaining the loans below Is a ce Wavatwy of this Agreement untess: (1) either 2D or 2L is checked below, or (f) otherwise agreed in writing. Buyer shag act diifgentty and in good faith to obtain the desWafed dans. Obtaining deposit, dom payment and dosing costs Is no a conlingeM. Buyer represents that funds will be good when deposited Hath I sam Bolder. A. INITIIkL DEPOSIT Buyer has given adeposit In the amount of .......................................... l 10.000.00 to the agent submitting the offer (orto [] ). by Personal Check (or Q. ), made payable to COtzem Title Cao. vddci shall be held uncashed unto 4ccoplartve and t# en deposited vAlhin 3. business days atter Acceptance W (M !q bin 5 business days ai` executed rsantraot ). with 3'^r..e:,.., #-fe.,tiia,- - t -r`7 'W^ ArnkwWa-tnmf nr ,-w&%f B. VKWEASED DEPOSIT: Buyer shall depo`k with tri bolder an Increased, deposit In the Amount. of .. _ .. S 25, 000.00 w Alter Acceplai ci% or( after 30 dair due nen C.' tib' ltl't l�l:'i'F� Atir10[11e1` t�F .•• r: r s , s a a a a n ti •.....: r r r s a+ .. a ... a s ... r .......... yV ::; f�Y51.!?hst [idtifTtih$tin�tever af::Q:ler�r, C� sit; At3$i�tll�'Tt('INl'+��. Fitgt'Ckt$d af7ti:. ertkxtmberittg the Property, sekxsrfr� a nate payab mattlnaxrh of %owed tate, or 96 initial adjusfiable rate vYiitt a' matlitlt[ait1i of balaomiluit M years,:.amtutized Dues y nffi ;: , ❑Payr In inw"-O* insteements). Payments ire p tns�ntt dy�.Q. quartedY, Ep• t� sFisn:pay-fgan.te�ipialrtis:r8iit to e D. [ All CASH OFFER Of che*edy No: loath Is t -OW to prase,.`l5it rfjr. r ; w (or 1` 1 1 !Says /iffier Ac oibli arm provide Seiler wroan � of sulti�erit fonds to dose: M transa(Mon. E: ADDITIONAL FINANCINGTERMS: $ #mt':inaltift;co of vttai ft -k=6 anti other+rlosirl c )anihe amt>rrtrtoi................ . .............. $ 3.30a5aD: Oa 0. 1* :.y��dd�wdit Escto/w�,Fa(tlerwtNtair'sufficerft�tdrielrt eleee esrmvr. �C t5 17. '�C'ili4W7!l�aP A14.. .::rrrraesa. aaa•.•...•ae . w.. ........... ............----------- q .�:S 5fri�1 4 H. iUM AI -P. L=r SNS: tiViik+in 7 (W 13 .. pap Atm' A� BCW std` tam Seller a letter fran'�attier ar loam .... . �:�.'tha% based act• a review of %" wrtlt�a appdoattcn and aea report &Wb pmqudled or Preappmved for any:NtE1Iy loan L lige hik-nnU trW rxc IMI PAVOWT ala&. CSTIMUM E#tA7iSs Bever for tguwa"s lender or loam broker null ant to 2H) shalt, within 7 (or C) ) Daprsr After Acaeptantbm, provide Salibr writtt{t vedfl ation of Buyer.4 clown payment and closing costs. .1 LOANCOWINGENCY REMOVAL. (1) Within 17(br Q ) Days Alter Acceptarim Bayer shall, as specked in paragraph 1S, remove the loan contingency or cancel this Agreement; OR (% ([] if checked), loan contingency shall remain in effect until the designated loans are funded: K. APPRAISAL CONYINGENCY AND REMOVAL- This A"Ment its (0% ifd ft4, ❑ Is NIOT) contingent upon the Property appraising at no fess than tw spm purchase price. If there Is a loan 0MVIrVency, at the the the loancoriftency is removed (or, Whecked, 0 within 17 (or ❑ ) Days After Acceptance), Buyer "it, as spedliad in paragraph 18, remove the appraisal conjrWncy or cancel this Agreement. If there�oan contingency, Buyer shall, as spedfled in paragraph 18, remove the appraisal cor firtgency WtWri-17 or ) Days After Acceptance. L. ❑ NO LOAN CONTINOENCY (If chedeed): Obtaining any loan in paragraphs 20. PE or elsewhere in this Agreement is NOT a contingency cf ihis Agreement If Buyerdoes not obtain the loan and as a result Buyer does not purchase the Property, Setter may be entitled to BuyePs deposit or other legal remedies. M, $ Fl!' -9; The fo MI1. ltd$ (Qr E] (iF � the I and it (Ihc attac�ted Setter Fi<tan&Q Addendum (C•A•R• Fonn SFA)) aptly ONLY to �,eA by tunder•IfrN'ftearroti. (1) IUYEas CREDIfANOlFClll HOW. Buyer a0thorlas Soft artdfta Broken to cbthln. at Swells 4 Dopy of Buyer's r report, WWw 7 (or 0 �) Days After AoaWtame, Buyer shall puede any supparft requested by Beller. Bayer's bttillets ( c ) arraga cayliit ftW er aye ur,raaa scares Man eel Coram us oowaueaumofinea Seller's blows napraal Idrr or iNa farR or" Pa" 2a"(64 b'r:momm a NW Q0W. area .aidMseay r ao or= treats. is0saw. ttevirawOdtry ()ata s dui RNotAnssoannorr OF arc. Nu. Rro M RE59MM i WA IMMM M 11W (PAW t OF 9) %WMt LA11dPURGHASE AC+NWNF ilfr PA PAGE 7 OF 9) 249 PmpW. 17 East Zockefbrd Streat Date:a_ovember 24, 2008 (2) TERNS: Buyees promissory note. deed of trust and other documents as appropriate shall Incorpomte and hnplement the foiloww!q additional tarrrtis (1) the matdmum interest rate specified in paragraph 2C shall be the actual foced interest rate for Seiler financing; (9) deed of trust shall ennta n a REOUEST FOR NOTICE OF DEFAULT on senior loans: (iii) Buyer shalt sign and pay fcr a REQUEST FDR NOTICE 07 DELINQUENCY prior to close Of Escrow and at any future time if requested by Seller; (iv) note and deed of trust shall contain an acceleration clause making the loan due, when permitted by law and at Seller's option, upon the $ale or transfer or the Property or any interest in it; (4) note shalI contain 3abacharge of6%ofthe installmentdue(or IJ ) if the installment is not received within 10 days of the date due; (A) title insurance coverage in the form of a joint protection policy shall b e provided insuring Seller's deed of trust interest in the Property(any increased cost overowner!s policy shall be paid by Buyer); and (vil) tax service shall be obtained and paid for by Buyerto notify Seller if propertytaxes have not been paid. (3) ADDED, DELETED OR SUBS71TUTED BUYER$: The addition, deletion or substitution of any person cr entity under this Agreement of to title prior to Close Of Escrow shall require Seller's written consent. Seller may grant or v tfthotd consent in SelWssole discretion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original named Buyer. SaUerandlor Brokers mmaayyobtain a credit report, at Buyer's expense, on anysuch person or entity. N. ASSUMED OR "SUBJECT TO" FINANCING: Seller representsthat Seller is not delinquent on army payments due on any loans. Seller shall, Within the time specified in paragraph 18, provide Copies of all applicable notes and deeds of trust, loan balances and current interest fates to Buyer. Buyer shall then. as spedfied in paragraph 188(3), removeths oontingencyor cancel this Agreement Differencesbetween estimated and actual loan balances shall be adjusted at Close Of Escrow by cash dawn payment Impound accounts, if any, shell be assigned and charged to Buyer and credited to Seller Seller is advised that Buyer's assumption of an existing loan may not release Sellerfrom liability on that loan. if this is an assumption of a VA Loan, the sale is contingent upon Seller being provided a release of liability and substitution of eligibility, unless otherwise agreed in writing. if the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regardingthe ability of an existing lenderto call the loandue, and the consequencesthereof. 3. POSSESSION AND KEYS Possession and occupancy shall be deliveredto Buyer at 5 -nn 0AV(M pM, 0 on the date of Close Of Escrow; Q on ; oro no laterthan Days After Close Of Escrow. The Property shall be unoccupied, unlessothiwMse agreed in writing. Sellershall providekeys and/or meansto operate all Propertylocks. C ALLOCAMN OF COSTS (If checked): Unlessotherwise specified hem, is paragraphonly determines who isto payfor isle report, inspection, test or.serWoe naarationed. if notspecified here or elsewhere in this Agreement thedetermination of who isto payfurany work recommended oridentified byanx such report inspection, test;cr service is bythe method specified in paragraphit3. A. 1l SPEC11ION511)1D REPORTS (1) E] Buyer 0 Seller shall pay to have existing septic or private sewage disposal system, if any, inspected (2) ❑ Buyer ® Seller shall pay for costs of testing to determine Or suitability of soil forsewage disposal (3) Q Buyer p Sellershall pay to have existing wells, if any, testedforwaterpotabttlty and productivity (4) Q BLow Q Seiler shalt pay to have Property comers identified (5) Q Buyer 0 Sellershaltpay for a naturat hazard zone disclosure reportprepared by (6) ❑ Suyer Q Seiler shall pay forthefollowinginsp"lon erreport (7) Q Buyer (Q Seller shaff pay for the following inspection a' report 8; EMOW AND. 717LE: (4) (M Shier- Seller chaff pay escrow fee 50150 Escrow Hoider$W.t 0 Chica cro TAt:Le Ca. (2) a Bt4w .Seller shalIpay for owner's title Insurancepolloy specifiedin paragraph 14;9=9 Owner's title policy to be issued by C.&t;cayo ritl a Ca . (Boyar shall pay for any title insurance policy insuring Buyer's Lender, unless otherwise agreed in writing.) (1) © Buyer (N'Seilershall pay County transfertaxortransierfee 0) ©fir E3 Sauer shaft pay City transfer tax crtransfer fee $ [j B11)rer [(-Sefershall Pay HOA harrsferfees (4) 0 Buyer 0 Sellershall pay HOA document preparation ices (S) D Buyer a SeW shall pay for 4 percent gMn= of pMEg Ltsg price to Craig Realty Advisors Tac. (6) 0 Buyer &P Seger shall gay for Qea of jamg see MrAtI meat for buyex-V use. 6. $T*TtliilT W E11SCLOSUf�t S)WD OANCELL47ION-RIGHTS: A- nATt RAL AND E MAdk0btTAL i1A7.mm seller Shal (,within the time specified in paragraph 1$ deliver to Buyer if required by Law: C) earthquake guides (and questionnaire) and environmentalhazards booklet; (0) disclose if the Ptuperty is located in a Special Flood Hazard Area; PotentiatFkwding (Inundation) Area; Very High Fina Hazard Zone; State Fire Resportsibliity Area; Earthquake Fault Zone; Seismic Hazard Zone; 8nd (Illy disclosee any other zone as r+9aluftd by Law and provide any other information requited forthose zones. B. MEGAN'S LAW DATABASE DiSMOSURE: Notice: Pursuant to Section 290.46 of the Penal Code, information about specified registeredsex offenders is made availabletothe publicvia an Internet Website maintained by the Department arJusticeatwww.rnegantlaw,oS.gov, Depending on an offender's criminal history, oris information will include eitherthe address at which the offenderresides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Brokers are required to check this website. If Buyer wants furtiherinformation, Broker recommends that Buyerobtain information from this website during Buyer's inspection contingencyperfod. Brokers do not have expertise in this area.) -40/) Buyer's iratiafs ) Copyd9ht01998.2007, CALIFORNIAASSOCIATiONGFREALTORS, INC. 8eilets initials ( )( ) VLPA REVISED 11W (PAGE 2 OF 9) Reviewed by — _ Date EFF, VACANT LAND PURCHASEAGREEMENT(VLPA PAGE CF 9) EaglesLodgeo 250 Property: 217 Fact Locke€ord street Date: November 24, 2008 6. SELLER DOCUMENTATION AND ADDITiONAL DISCLOSURE: provide A VY11titin the time specified in paragraph 18, if Seller has actual knowledge, Seltershall p to Buyer, in writing, the following information: 4C19ML PROCEEDINGS: Any lawsuits by or againstSeller, threatening or affecting the Property, including any lawsuits alleging defector deficiency in the Property or common areas, or any known notices of abatement r citations flied or issued against the Property. (2) AGRICULTURAL USE: Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act (Government Code §§51200-51295). (3) DEED RESTRICTIONS: Any deed restrictionsor obligations. (4) FARM USE Whether the Property s in, or adjacent to, an area with Rightto Farm rights (Civil Code §3482.5 and §3482.5). (6) ENDANGERED SPECIES: Presence of endangered, threatened,'candid8te' species, orwetlands on the Property. (6) ENVIRONMENTAL HAZARDS: Any substances; materials. or products that may be an environmental hazard including, but not limited to, asbestos, formaldehyde, radon gas, lead -Based paint,fuei or chemical storagetanks, and contaminatedsoil orwater an thePraperty- (7) COMMON WALLS Any features of the Property shared in common with adjoining landowners, such as walls, fences, mads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on tba Property. (8) LANDLOCKED The absence of legal orphysical access to the Property, (9) FASEMENTSIENCROACHMENTS: Ary encroachments, easementsor similar mattersthat mayaffect McProperty. (40) SOiL FILL: Any fill (compacted or otherwise), or abandoned mining operaOns on the Property. (11) =. L PROBLEMS: Any slippage, sliding, flooding, drainage. grading, or other soil problems. (12) EARTHQUAKE DAMAGE Major damage to the Propertyor any of the structuresfrom fire, earthquake, floods, or landslides. (13) ZONING ISSUES: Any zoning violations, nonconforming uses, or violations of "setback" requirements. (14) ;NE(OHBORHOOD PROBLEMS: Any. neighborhood noise problems, or other nuisances. S. AIIINTAL AND SERVICE AGREEMIENT& Nihin the Gme specified in paragraph 18, Seller shaft matte Ovatiabte to Buyer for inspection and review, all current leases, rental agreements, service contracts and otherrelatedagreements, licenses, and perrnits pertainingto the operation or use of the Property. C. 0 TENANT ESTOPPEL CERTiFiCAi'ES: (if checked) Within me time apectfied in paragraph 18, Seller shelf deliver to buyer tenant estoppel oertiiicates (CA -R Form TEC) completed by Seller or Seller's agent, and signed by tenants, acknowledging: (I) that tenants' rental or lease agreements am unmodified and in full force and effect (or ifmodified, stating all such modiftcations); (11) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or seamy deposit. D. MELLO-RODS TAX; 1916 BOND ACT: Within the time specified in paragraphl5, Seller shall: (i) make a good faith effort toobtaina notice from airy local agendes that levy a special tax or assessment on the Property (or. if allowed, substantially equivalent notice), pursuant to the Mello -Roos Community FacilitiesAct, and ImprovementBond Act of 1915, and (11) promptly deliver to Buyerany such notice obtained. 7. CON'DOIMIINIUMIP6ANNED UNIT DEVELOPMENT DISC10SURES: A. SELLER HAS: 7 (oro )Days After Acceptance to disclose to Buyer whether the Property lSacondominium, orlocatedina planned u nit development or othercommon interest subdivision. B, Rhe Property is a condominium. ortocated inaplanned unit development or other common interestsubd[vision, Sellerhas3(oro_ Days After Acceptance to request from the HOA (CAR Form HOA); (1) Copies of any documents required by Law: (11) disclosure of any pending or antiapated claim or litigation by or against the HOA; QIQ a statement containing the location and number of designated parking and storage spaces; (Iv) Copies of the most recent 12months of HCA minutes for regular and special meetings; (v) the names and contact informationof all HOAS governing the Property; and (vi) the following if Seiler has actual knowledge: (a) any material defects in the condition of common area (such as pools, tennis courts, walkways mother areas eo-owned in undivided interestwith other); and (b) possible lack of compliance with HOA requirements (collectivety, �Cl Disclosures'). Seller shall itemize and deliver to Buyer al I CI Disclosures received from the HOA and any Cl Disclosures in Seller's possession. Buyer's approval of Cl Disclosures is a contingency of this Agreement, as specified in paragraph 18. a SiUBSEQUENT DISCLOSURES: In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially aifeCting the Property, or any materialinaocuracy in disclosures, informationor representations previously provided to Buyerof which Buyer is otherwise unaware, Sellar shall promptly provide a subsequent or amencleddisciosure or notice, h writing, covering those items. Hoarever, a subsequentor amonded. disaWsureshall notbe required for conditions andmateriat inaccuracies disclosedin reports orderedandpaid fortiy Buyer. 9. C14ANGES DURING ESCROW: A. Prior to Close Of Ercrow, Seller may engage in the following ads. P Proposed Change s"1 subject to Buyer's rights In paragraph 1s; 0) rentor laenr� any part of N premise: iii) alter, muggy fK eMoAd PRY 0A00119 rental or lease 2areenlent; (111) into, alter, rnodi ar extend any service contract(s); or IN) change the statusof the condkion oflhe Property. B: At least T (or[]_) Days prior to any Proposed Changes, Seller shall give written notice to Buyer of such Proposed Changes. 10. CONDITIONS AFFECTING PROPERTY: A Unless otherwise agreed: (1) the Properly is sold (a) in its PRESENT physical condition as of tate date of Acceptance and (b) subject to Buyer Investigation rights; and (11) the Property is to be maintained insubstantialty the same condition as on the date of Acceptance. B. 0 [if Checked) All debris and personal property not Included in the sate shall be removedby Close Of Escrow. C. SELLER SHALL, within the time specified in paragraph 18, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS AFFECTING THE PROPERTY AND MAKE OTHER DISCLOSURES REQUIRED BY LAW. 8 NOTE TO BUYER:You arestrongty advisecito conductinvestigatlons of the entireProperty in orderto determine its presenteondition since Sector may not be aware of alldelectit effecting the Property urotherfactom thatyou consider! mporta nt Property improvements mq not be built accord i ngto code, i n compilanc o with current Law, or have twd permits issued. E, NOTE TO SELLER: Buyer hasthe right tolhspod theProperty and, as apecified in paragraphlti; basad upon information discovered in those inspections: (1) cancelthisAgreement;cr(fi) requesttfiatyou makeRepalm crtakeoldwracd- Buye's Initial ) ( ) Seller's Initials , Copyriptl OiS06.2007, CALIFORNIAASSOCIATIONOFREALTORse, INC. VLPA REVISED 11167 (PAGE 3 OF 9) r Revlewad by Date -_ VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 3 OF 9) Eagles Lodgco 251 Property: P17 rasa Locxeford street Date: November 24, 2008 11, ITEMS-INCLL DED AND EXCLUDED: A. NOTE TO BUYER AND SELLER: Items listed as included or excluded in the MLS, flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in 11 B or C. B. ITEMS INCLUDED IN SALE: (1) All EXISTING fixtures and fittings that are attached to the Property; (2) The following iters*: Fre-yaid fees of any kind that are releMMA to MroMAX a r vetueat Bonds aad t a e t. (3) Seller represents that all items included in the purchaseprice, unless otherwise spedfied, are owned by Seller. (4) Ali items included shall be transferred free of liens and without Sellerwarranty. C. ITEMS EXCLUDED FROM SALE: 12. Bt1l's 1NV9STIM11ONI OF PWOW& Ab W*W Will 1S PROOER'tY: A. Buyer's aeoeptance of the oaiclilion of, and any other matter affooft the P(W rty is a contingency of this Agreement, as specified in this paragraph. and paragraph 18. UYdhin the lime spedilled in p8ntgraph 18, BWryet sfial have the right, at Buyer's expense, unless otherwise agreed, to conduct inspections, investigations,tests, surveys, and other studies ('Buyer iftv"tt"tioniW), including; but not limited to, the right to: (l) inspect for lead-based paint and other lead-based paint hazards; (it) inspect for wood destro ' g pests and organisms; (iii) review the registered sex offender database; (iv) confirmthe insurability of Buyer and the Property; and ly) sa y Buyer as to any mafterspecified below. Without seller's ptior written consent, Buyer shall neither make nor cause to be made: (1) invasive. or destructive Buyer Investigations; or Cpl inspections by any governmental buildingor zoning inspector, or govemmentemployee, unless requiredby law. F3. uyershall complete Buyer Investigations and, as specifiedin paragraph 18, remove he contingency or cancel this Agreement. Buyer shall give Seller, at no cost, complete Copies of all Buyer Investigation reports obtained by Buyer. Seller shall make Property available for ail Buyer Investigations. If the following have already been connected and available. Seller shalt have wafer, gas, eiectrictty, and all operable pilot lights on for Buyer's investigations and through tate date possession Is made available to Bayer. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUIFTABILITY OF ALL ASPECTS, OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PRORERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS -SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER iS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE ANIS DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY F10R. THE CONE MON OF THE PROPERTY. BROKERS HAVE NOT ANO WILL NOTVERIFY ANY OF THE ITEMS IN THIS PARAGRAPH 12, UNLESS OTHERWISEAGREED INWRITING. C. SIZE, 12M, ACCESS AND BOUNDARIES: Lot size, property lines, legal or physical access and boundaries Including features of the Property seed in common with adjoining landowners, such as walls, fences, mads and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements or similar matters that may affect the Property. (Fences, hedges, wall and other natural of constructed barriers or markers do not necessarily identify true Properly boundaries. Property lines may be verified by survey.) (Unless otherwisespecified inwriting, arrynumerical statements by Brokers regarding lot sire are APPROXIMATIONS ONLY, which havenot been and will not be verified, and should not be relied upon by Buyer.) 0. ZONING AND LAND USE: Past, present, or proposed laws, ordinances, referendum, initiatives, votes, applications and permits affecting the current use of the Property, fuhare development, zoning, building, size, governmental permits and inspections. Any zoning violations, nonconforming Uses, or violations of "setback" requirements. (Buyer should also Investigatewhether thesematters affect Buyer's intended use of tt'tp Property.) E. tJTIit.ITlk?S AND. SERVICES: Availability, costs. restrictions and location of utilities and services, including but not limited to, sewerage, sanitation, oepfie and leachkws, water, electricity, gas, telephone, cable TV and drainage. F. ENVIRONMENTAL HAZARDS, Potential environmental hazards, Including, but not limited to, asbestos, lead-based paint and other lead oWamination, radon, methane, other gases, fuel, oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, including mold (atrbonw, toxic oir otharkdse).fungus or similar oontaminant, materials, products orconditions. G. GEOLOGIC CONDITIONS: GeologiGfseismiC conditions, sd and terrain stability,suifability and drainage including any slippage, *tiding, flooding, drainage, grading, fill(cempadisd or o 01- las), or other sdi problems. H. NATURAL HAZARD ZONE: Special Flood Hazard Areas, Potential Flooding (Inundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones, Seismic Hazard Zones, Or anyotherzone for which disclosure is requiredby Law. 1_ PROPERTY DAMAGE: Major damage to tate Property or any of the structures or non-structural systems and components and any personal properly &rduded in the sate from lire, earthquake, moods , landslides cr cher causes: J. 080113i?ItH(IOD,AREA AND PROPEMCONDITIONS. Neighborhood cranes conditions, indudingAgrlWWral UseRestrictiotis pursuantto the Williamson A d (GovemmentCode §§51200-51295), Right To Farm Laws (Civil Code §3482.5 and §8482.8), schools, proxir* and adequacy of law enforcement, crime statistics, the proximity of registered felons or offenders, fire protection, other government services, availability, adequacy and cost of arty speed -wired, wireless internet connections or other tetecommunicaticins or othertechnology services and Installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or tmfflc, airport noise, noise or odor from any source, abandoned mining operations on the Property, wild and domesticanimals, other nuisances, hazards, or circumstances, protected species, wefland properties, botanical diseases, historic cr other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common Interest subdivisions, and possible tack of compliance with any governing documents or Homeowners! Association requirements, conditionsand Influences cif significanse rn cultures and/or religions, and personal needs, requirements and preferences of Buyer. Bnpxs Laitials) ( ) Seller's Initials C%yrdq" 199622. CALIFORNIAASSOCIATIONOF REALTORSA INC VLPA REVISER 11/07 (PAGE 4 OF 9) Reviewed by Date VACANT LAND PURCHASEAGREEMENT (NEPA PAGE4 OF 9) 184es o 252 Property: 217 East Loakeford Street Date:Novetaber 24, 2008 K COMMON INTERESTSUBDIWSi M'. OWNER ASSOCIATIONS: Facilities and condition of common areas (facilities such as pools, tennis courts walkways, or other areas co -owned in undivided interest with others), Owners' Association that has airy authority over the subject property, CC&Rs, or other deed restrictions or obligations, and possible lack of compliancewiih any Owners' Association requirements. L SPECIAL TAX: Any focal agencies that levy a special tax on the Property pursuantto the Mello -Roos CommuNtyF'aeilities Act or Improvement Bond Act of 1915. M. RENTAL PROPERTY RESTRICTIONS Some cities and counties impose restrictions that limit the amount of rent h at can be charged, the maximum numberof occupants and the right of a landlord to terminate a tenancy. N. MANUFACTUREDHOME PLACEMENT: Conditionsthat may affect the ability to place and use a manufactured home on the Property. 13. BUYER INDEMNITY AND SELLERPROTEC71ON FOR ENTRY UPON PROPERTY: Buyer shall: (t) keep the Properly tee and dear of liens; {i) Repair all damage arising from Buyer Investigations; and (Iii) indemnify and hold Seller harmless from al I resulting liability, claims, demands, damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and alher applicable insurance, defending and protecting Seller from Iiabilityfor any injuries to persons or property occurring during any Buyerinvestigations or work done on the Property at Buyers direction priorto Mse Of Escrow. Seller is advised that certain protections may be afforded. Sellerby recording a `Notice of Non -Responsibility" (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyers obligations u nderth iskaragra ph shall survive the termination of th is Agreement 14. TITLE ANU VE87iNG: A. Within the time specified in paragraph 18, Buyer shall be provided a current preliminary (titW report, which is only an offer by the title insurerto issue policy of title insurance and maynotcdntain everyitem affectingtitle. Buyer's review of the preliminary report arid arty other matters which may affect title are a contingencyof this Agreement as specified i n paragraph 18. B. Title is taken in its present condition subject to all encumbrances, easements, covenanfs, conditions, restrictions; rights and other matters, whether of record or not, as of the date of Acceptance except; (t) monetaryliens of record unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matterswhich Seller has agreedto remove i n Writing. C. Within the time specified in paragraph 18, Seller has a duty to disclose to Buyer all matters known to Seiler affecting We, whether ofrecord or not. D. At Close Of Escrow, Buyer dwA receive a grant deed conveying title (or, for stock Cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil. mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TiTLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULTAN APPROPRIATE PROFESSIONAL. E. Buyer shall receive a standard coverage owner's CLTA policy of title insurance. An ALTA policy of the addition of endorsements may provide greater coveragefor Byer. A title company. at Buyer's request, can provide informationabout the availability, desirability, coverage, and cost of varioustitle insuranceouverages and endorsements. If Buyerclesires title coverage otherthan that required by this paragraph, Buyer shall instruct Escrow Holder inwritina and pay any increase in cost 15. SALEOF BUYER'S PROPERTY. A. This Agreement Is NOT contingent upon the sale of arty property owned Buyer. OR B. p (if checked) The attached addendum (C.A.R Farm COP) regarding the contingency for the sale of property owned by Buyer is incorporated into this Agreement. 16. ❑ MANUFACTURED HOME PURCHASE (if checked): The purchase of the Property is contingent upon Buyer acquiring a personal property manufactured home to be placed on the Property after Close Of Escrow. Buyer ❑ has ❑ has not entered into a contract for the purchase of a personal property manufactured home. Wtthin the time specified In paragraph 18, Buyer shall remove this contingency or cancel this Agreement, (OR, if checked, ❑ this contingency shaifremain in effect until the Close Of Escrow of the Property). 17. ❑ CONSTRUCTION LOAN FINANCING (if checked): The purchase of the Property is contingent upon Buyer obtaining a construction loan. A draw from the construction loan ❑ will ❑ will not be used to finance the Property. Within the time specified in paragraph 18, Buyer shall remove this contingency or cancel this Agreement (or, if checked, ❑ this contingency shall remain in effect unfit Close Of Escrow of. the Property). 18: TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changedby mutual written agreement Any removal of contingencies cr cancellation underthis paragraph must be in writing (C.A.R. Farm CR). A. SELLER HAS: 7 (or E& 10 } Days After Acceptance to deliver to Buyer all reports, disclosures and informationfor which Seller is responsible under paragraphs2N, 4, 5A, 6,7A, iOC and 14. B, (1) BUYER HAS: 17 (or IM 30 ) Days After Acceptance, unless otherwise agreed, in writing, to complete all Buyer investigations; approve at disclosures, reports and other applicable Information, which Buyer receives from Seller; and approve all matters affedting the Property (including lead-based paint and lead-based paint hazards as well as other Information specified in paragraph 5 and insurability of Buyer and the Property). (2) Within thetimespeoffled in18B(1), Buyer may request that Seller nrk Repairs ortake any other action regarding thaProperty (C.A.A. Form RR). Seller has no obkigationto agree Io or respond to Buyer's requests. (3) By the end of the time specified in 188(1) (or2J for loan contingency; 2Kfor appraisal contingency, 16for manufactured home purchase; and 17 for constructive home financing), Buyer shall remove, in wrifing, the applicable contingency(C.A. R. Foran CR) or cancel this Agreement. However, if the following inspections, reports or disclosures are not made within the time specified in 18A, then Buyer has 5 (or ❑ I ) Days after receipt of any such items, or the time wcified in 18B(1), whichever is later, to remove the applicable contingency or cancel this Agreement in writing: (t) government -mandated inspections or reports required as a condition of dosing; (11) Common Interest Disclosures pursuant to paragraph 7B; (Iii) a subsequent or amended disclosure pursuant to paragraph $ and (iv) Proposed Changes pursuant to paragraph 9. C. CONTINUATION OF COtMNOENCY.OR CONTRACTUAL. OBLIGATION; SELLER RIGHT TO CANCEL: (1) Seiler right to Caaeel: Bayer CQntkgonaks: SeIler,affer first giving. Buyer a Notice to Buyer to Perform (as specfied below), may cancel this Agreement in writing and authorize return of Buyer's deposit If, by the time specified in this Agreement, Buyer does not remove in writing the applicable contingency or cane) this Agreement. Once all contingencies have been removed, failure of either Buyer or Sellerto dose escrow in time may be a breachof this Agreement Copyright* 1996-2007, CALIFORNIA ASSOCIATION OF REALTORSO, INC. VLPA REVISED 11107 (PAGE 5 OF 9) Buyer`s tnttials . ) ( ) Sellers initials { ) ( ) i � Reviewed by Date app0l� VACANT LAND PURCHASE AGREEMENT MPA PAGE 5 OF 9) Eagles Lodge o 253 Properly 2.77 East zackeiord Street mate: November 24, 2008 (2) Continuation of Contingency: Even after the expiration of the time specified in 186, Buyer mains the right to make requests to Seller. remove in writing the applicable contingency orcancal this Agreement until Seller cancels pursuant to 18C(1)• Once Seller receives Buyers written removal of all contingencies, Setter may notcancei this Agreement pursuantto 18C(1)• (3) Seller right to Cancel: Buyer Contract Obligations: Seller, after first giving Buyer a Notice to Buyer to Perform (as specified below), may cancel this Agreement in writing and authorize return of Buyers deposit far any of the following reasons: (1) hBuyer fails to deposit funds as required by 2A or 213; (ii) if the funds deposited pursuant to 2A or 2B are not good when deposited; (til) if Buyer fails to provide a letter as required by 2H; (iv) if Buyer fails to provide verification as required by 20 or 21 or supporting documentation pursuant to 2M; of (v) if Seiler reasonably disapprovesof the verification provided by 20 cr 2( or the credit report or supporting documentation pursuant to 2M. Seller is not requirecito give Buyer a Noticeto Perform regarding Close Of Escrow. (4) Notice To Buyer To Perform: The Notice to Bay r to Perform (C.A.R. Flan NBP) shall: (i )e in writing; (ii)e signed by Seller; and (i g) give Buyeratleast a1(or M 72 ) hours (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicableaction. A Noticeto Buyerto Performmay not be given anyeariierthan 2 Days Priorto tine expirationof the applicabletune for Buyer to remove a contingency or cancel this Agreement a' meet an 18C(3) obligation. 0. EFFECT OF BUYER`S REMOVAL CF CONTINGENCIES: If Buyer removes, in writing, any contingency or cancellation rights, unless odmrWw specified in a separate written agreement between Buyer and Seller, Buyer shall conclusively be deemed to have: (i)completed all Byer Investigations, and review of meats and other applicable information and disclosures pertaining to that contingency or cancellation right; (ii) elected to proceed with the transaction; and (til) assumed aft liability, responsibility, and expense for repairs or corrections pertaining to that contingency or cancellation right, or for inability to obtain financing. E. EFFECT OF CANCELLATION ON DEPOSITS: S: If Buyer or Seller gives written NOTICE OF CANCELLATION pursuant to tights duty exercised under the terms of this Agreement, Bye r and Seller agree to Sign mutual instructionsto cancel the sale and escrow and release deposits, less fees and costs, to the party entitled to the funds. Fees and costs may be payable to seance providers and vendors for services and products provided during escrow. Release cf Rxxis will require mutual Signed release instructions from Buyer and Seller, judicial decision or arbitration award. IS. FINALVERIFICATION OF CONDITION: Buyer shall have the tight to make a final inspection of the Property within 5 (or ) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm. (1) the Property is maintained pursuant to paragraph 10A; (ii) Repairs have been completed as agreed; and (fit) Seiler has compiled with Seller's other obligations under this Agreement. 20. ENVIRONMENTAL HAZARD CONSULTATION. Buyer and Seller acknowledge: (1) Federal, state, and local legislation impose liability uponexisfing and former owners and users of real property, In applicable situations, for certain legislatively defined, environmentally hazardous substances; (11) Broker(s) has/have made no representation concerning the applicabilityof any such Lawto this transaction orto Buyerorto Seller, except as otherwise indicated in this Agreement; (iii) Brokers) hasthave made no representation concemingthe existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Properly: and (iv) Buyer and Seller are each advised to consult „hh technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentiallyaffecft theProperty. 21. LIQUIDATED DAMAGES: If Buyer falls to complete this purchase because of Buyer's default. Seller shall retain, a5 liquidated damages, the deposit actually paid. Buyer and Seller agree that this amount is a masonabts sum given that it Is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Sellar in the event Buyer were to breach this Agreement Releaser of funds will require mutual, Signed release Instructions from both Buyerand Seller, judicial decision orarbitration award. Buyer's Initials i Seller's Initials 22. DISPUTE RESOLUTION: A Irl WATION: Buyer and Seller agree to mediate any dispute or daim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action. Paragraphs 226(2) and (3) below apply whether or notthe Arbitration provision is initiated. Mediation fees, Many, shall be divided equally among the parties involved. Iffpr any dispute or claim to which this paragraph applies. any party commences an adion without first attempting to resolve the matterthrough mediation, or refuses to mediate after a request has been made, then dhatparty shalt not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such adion. THIS MEDIATION PROVISION APPLIES WHETHER OR NOTTHEARBITRATION PROVISION BINITIALED. B. ARBITRATION OF DISRAFB: (1) Buyer and Seller agree that any dispute cr claim in Law or equity arising between them out of this Agreement or any resulting tratrsacdoh, which is not sdttfad tthraergh madiation, shall be decided by neutral, binding arbitration, including and subj eetto paragraphs 2213(2) and (3) below. The arbitrator shall be a retired judge or justice. or an attomeY wtth at least6 years c f raal estate transactional Lawexperience, unless the perils* mutually agree tD a differentarbitrator, who shall rrenderan award in accordance whit suint4aia)ve Cali6omia Law, The parties shall have the right to discovery In accordance with Code of Civil Procedure 11283.0& in all other respects, the arbkrsytiion shall be conducted in accordance with Title 8 of Part IN of the California Code of Civil Procedure. Judgment upon the award Cf the a Mita tars) may be entered Into any court having jurisdiction, interpretation of this aagreementto arbitrate shall be governed by fife Federal Arbltration Act, (2) EXCLUSIONS FROM MEDIATiON ANp ARBITRATION: The following matters are excludedfrom mediation andartIRMScn' (1) a judicial or nom 4udicial foreclosure or other action or proceeding to onfom a deed of trust, mortgage, or installment land safe contract as defined in Civil axle 62985; (N) an unlawful detainer actioo; (111) We filing or enforcement of mechanic's lien; and (iv) any matter tthat s within the jurisdiction of a probate, small claims, or bankruptcy court. The filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver cf the mediationandarbitraiion provisions. (3) BROKERS: Buyer and Selleragree to mediate a nd arbitrate disputes or claims Involving either cr both Brokers, consistent with 22A and 6, provided either or both Brokers shall have agreed to such mediation orerbitrattion prior to, or within a reasonable time atter, the dispute or claim is presentedto Brokers. Any election by either or bothBrokers to participate In mediationor arbitration slhal notresult in Brokersbeing deemedparties totheAgreement Buyers Initials ) ( ) Sellers Initials ( .) Copyright* 1996-2007, CALIFORNIAASSOCIATION OF REALTORS®, INC. VLPA t `�EVISED 1110? (PAGE 6 OF 9) Reviewedby Date a Y VACANT LAND PURCHASEAGREEMENT (VLPA PAGE 6 OF 9) Eales Lodgeo 254 Property. 217 East Locketord Street Date: November 24, 2008 "NOTICE: BY INITIAI NG IN.THE.$PA£E..IE 15L0W:"YflU=ARE.At1NI EING:TO HAVE If W— DISPUTE ARISING SINCE OUT OF THE : MA'i'TENS ft -LUDED IN '! "AR1.31'IRAI N: 01 U1SPU1'ES' RRG�/ISION DEADit, 8N Ni UTRAI. ARE;I ATION AS RR IIt :B't�' 1wAUFf�i tUt LAWANDYO.0 AiI� GIVING URANY I�iCaFt:YOU WGI TT POSSESS TO HAVE 'ISM b . U`fiE'I C 4 EA iN A OOURT OR JURY TRIAL. BY-MITIALiNO IN THE SPACE BELOW YOU ARE GIVIW UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPL�CiFICALLY tNOi::UDED IN THE 'ARBt'1 RATION OF DISPUTES' PROVISION. IF' YOI9 REFUSE TO SUBUrr TO ARBITRATION AFTER AGING TO THIS PROVISION, YOU MAY 8 E COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE CIE' CIViL PROCEDURE. YOUR AGREEMENT TO THIS ARB ' . 110N i ROV ION IS. VOLININTTARY," "'WE HAVE READ AND UNDERIOAND TIS POI GOING AMC AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBiTRATION 0 F DISPUTES' PROVISION TO NEUTRAL ARBITRATION," I Buyer'sinitials 1 9eneesinitiais 1 23. PRORATIONS OF PROPERTY TAXES AND O'T'HER ITEMS: Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyerand SeUeras ofCfose Of Escrow: real properlytaxes and assessments. Interest. rents, HOA regular, special, and emergency dues and assessments imposed prior to Clcee Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello -Roos and other Speaal Assessment District bonds and assessmentsthat are now a lien. The following items shall be assumed by Buyer YViTHOUT CREDIT toward the purchase price: prorated payments on Mello -Roos and other Special Assessrrient District bonds and assessments and HOA special assessmentsthat are now a lien but not yet due. The Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows: (f) for periods after Close Of Escrow, by Buyer; and (TT) for periods prior to Gose Of Escrow, by Seller. TAX BILLS ISSUER AFTER C7.= GF ESCROW SMM BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Proration shall be made based on a 30 -day month. 24. WITHHOLDING TAXES: Seller and Buyer agree to execute any instrument, affidavit, statement or instruction reasonably necessary to comply with federal (FIRPTA) and California withholding Law, Hrequired (C.A.R: FomisAS andAB)• ZS. MULTIPLE LISTING SERVICEIPROPERTY DATA SYSTEM: IfBrokeris a participant of a Multiple Listing Service ("MLSI or Property Data System ("POS"), Broker is authorized to report to the MLS or PDS a pending sate and, upon Close Of Escrow, the terries of this transaction to be published and disseminated to persons and entities authorize d to use the information on terms approved by the MLSor PDS. 28, EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti -discrimination Laws. 27. ATT46RNEY FEES: in any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall the entitled to reasonable attorney fees and costsfrom the non-prevaliing Buyeror Seller, except as provided i n paragraph22A. 2ti: SELECTION OF SERVICE PROVIDERS: If Brokers refer Buyer or Seller to persons, vendors. cr service or product providers ("Providers"), Brokers do not guarantee the performanceof any Providers. Buyerand Sellermay select ANY Providers oftheir own choosing. 29. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the parties are incorporated in this Agreement Its terms are intended by the parties as a final, complete and exclusive expression of thei-Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous orat agreement If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full form and effect. Neither this Agreement nar arry provision In it may be extended, amended, mociffied, altered or changed, except in writing Signed by Buyerand Seller. 30. OTHER TERMS AND CONDITIONS, including attacked supplements: 31. D>?FINITIONS: As used in this Agreement A. "Acceptance" means the time the offer or final counter offer is accepted i n writing by a party and that acceptance is delivered to and personally received by theother party or that party's authorized agent i naccordance with the terms of this offer or a final counter offer. S. OAgrearrtetW' meansthe terms and conditions of this accepted Vacant Land Purchase Agreement and any accepted counteroffers and addenda. C. 'CAR Form" meansthe specificform referenced, oranother oomparableform agreedto bythe parties. D. "Close Of Escrow" means the date the gmnt deed, or other evidence of transfer of title, is recorded. If the scheduled dose df escrow talc on a Saturday, Sunday orlegal holiday, then dose ofeserowshall be the next businessday after the scheduled dose of escrow date. E "Copy" means copy by any means including photocopy, NCR,facsimee and electronic. F. "Days" means calendar days, unless otherwise required by Law. G. "Days After" means the specified numberof ealeWar days after the occurrence of the event specified, not wunting the calendar date on w h i i the specified event occurs, end ending at 11:59 PM on the final day. H. "Days Prior" meansthe specified numberofealender days before the occurrencecfthe eventspecifted iting the calendar date on which the specified event is scheduled to occur. Buyer's Initials( ) ( ) Sellers Initials { )( ) Copyright* 1898-2007, CAUFORNIAASSOCIATION CF REALTORSO, INC. Reviewed Date VLPA REVISED 11/07 (PAGE 7 OF 9) b' - - VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 7 OF 9) 1?4es Lodgeo 255 Property: 2:17 East Lockeford Street Date: November 24, 2008 L "Electronic Copy" or "Electronic Signature" means, as applicable, an electronic copy or signature complying WM California Law. Buyer and Seller agree that electronic means will not be used by either one tD modify or alter the content or integrity of thii Agreement without the knowledge and consent of the other. d "t;.aw" means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executivebody cr agency. K. "Notice to Buyer to Perform" means a document (CAR. Form NBP). which shall be in Writing and signed by Seller and shat give Buyer at least 24 hours (oras otherwise specified in paragrapht8C(4)) to remove a contingency or perform as applicable. t.. "Repairs" means any repairs. alterations. replacements, modifications orretrofitting of the Propertyprovided for underthts Agreement M. "Signed" means either ahandwritten or electronic Signature on an original document, Copy or any counterpart N Singular and Plural terms each include the other, when appropriate. 32. AGENCY A POTENTIALLYCOMPE71NG BUYERSAND SELLERS: Buyer and Sellereach acknowledge receipt of adisclosure of the possibility of multiple representation by the Broker representing that principal: This disclosure maybe part of a listing agreement, toyer-broker agreement or separate document (CAR. Form DA). Buyer understands that Broker representing Buyer may also represent other potential buyers, who may consider. make offers on or ultimately acquire the Property. Seller understands hat Broker representing Seller may also represent other sellers with competing properties of interest to this Buyer. B. CONFIRMATION: The following agency relationships are herebyconfirmed for this transaction: Listing Agent (Print FirmName) is the agent of (check one): ❑ the Seller exclusively; or ❑ bath the Buyer and Seller. Selling Agent Czraie. Rea3ty Adrris_o Inc. (Print Firm Name) (ttnot same as ListingAgent) isthe agentof (check one): M the Buyerexctusivety; ❑ the Seller exclusively; or ❑ both the Buyerand Seller. Real Estate Brokers are not partiesto the Agreementbetween Buyer and Seller. 33, JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. the follovAna paragraphs, or applicableporttone thereof, cf this Agreement eomatute the joint escrow lnatruotions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instruct lops to Close the escrow: 1, 2, 4, 14, 158, 16, 17, 1BE, 23, 24, 29, 30, 31, 33, 35, 38A, 39 and paragraphD of the section titled Real Estate Brokers on page 9. If a Copy of the separate compensation agreements) provided for in paragraph 35 or 38A, cr paragraph D of the section titled Real Estate Brokers on page 9 1 s deposited with Escrow Holder by Broker, Escrow Holder shall accept such agreements) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's campensation provided for in such agreement(s). The terms and conditionsof the Agreement not set forth in the specified paragraphs are additional matters for the information rf Escrow Holder, but aboutwhich Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holders general provisions directly from Escrow Holder and will execute such provisions upon Escrow Holders request To the extentthe general provisionsam inconsistent orconflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Setter will execute additional instructions, documents and forms provided by Escrow Holderthat are reasonably necessaryto dosetheescmw. B. A Copy of this Agreement shall be delivered to Escrow Holderwithin 3 business days after Acceptance (or ❑ ). Buyer and Sellerauthonze Escrow Holderto accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs tins Agreement. C. Brokers are a party to the Escrow for Me We purpose of compensation pursuantto paragraphs 35, 38A and paragraph D of the sectiontitied Real Estate Brokers on page 9. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraphs 35 and 38A, respectively, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Gose Of Escrow, or pursuant to any othm mutually executed cancellation agreement Compensation instructions can be amended or revoked only with the written consent of Brokers. Escrow Holder shall immediately notify Brokers (1) N Buyer's initial or any additional deposit is not made pursuantto this Agreement or is not good at time of deposit vki Escrow Holder, or (ii) if Buyer and Sellerinstruet Escrow Holderto Cancel escrow, 0, A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 2 business days after mutualexec ution otfhe amendment 34. SCOPE CF BROKER DUTY: Buyer and Seler acknowledge and agree that: Brokm: (T) do notdadde what price Buyer should pay or Seller should accept; (ib) do not guaranteethe condition of the Property: (111) do not guarantee the perfomiance, adequacy orcorrrpietences of inspections; services, products or repairs provided or made by Seller or others; (Iv) shall not be responsiblefor identifying defects that are not known to Broker(s); (v) shall not be responsible for inspecting public records or permits concerning tate title or use of the Property; (vi) shall not be responsible for identifying location of boundary lines or other items affecting title; (vil) shat not be responsible for verifying square footage, representations of others or Information contained in inspection reports, MLS or PDS, advertisements, flyers cr other promotional material, unless otherwise agreed in writing: (vitt) shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller in the course of this representation; and (ix) shall not be responsible for providing otheradvioe or information that exceedsthe knowledge, education and experience required to perform real estate licensed activity. Buyer and Seiler agree to seek legal, tax, insurance, We and oher desired assistance from appropriate professionals. a5. BROKER COMPENSATION FROM BUYER: If applicable, upon Close Of Escrow, Buyer agrees to pay compensation to Broker as specified in a separate written agreement between Buyer and Broker. 36. TERMS AND CONDITIONS OF OFFEW This is an offer to purchase the Property on the above terms and conditions. All paragraphswith spaces for initials by Buyer and Seiler are incorporated in this Agreement only if initialed by al I parties, If at least one but not all parties initial, a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to rwtiftcation of Acceptance. Buyer has read and acknowledges receipt of a Copy of fine offer and agrees to fire above oonBmmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any m4Fie n irC addendum or modification, including any Copy, may be S4-ed in two counterparts, all of which shall constitute one and the same writing. Buyer's Ina"WS ( )(-) CopyNht01886.2007, CAUFORNIAASSOCiATION OF REALTORS®, INC. Seller's initials { ) ( ) M P A REVISED 11107 (PAGE 8 OF 9) RevWmW by Date VACANT LAND PURCHASEAGREEMENT (VL,PA RAGE 8 OF 9) Eagles Lodge 256 Property: Date: Norember 24, 2008 37. EXPIRATION OF OFFER This offer shall be deemed revoked and the deposit sial be returned, unless the offer is Signed by Seller, and a COPY of the Signed offer is personally received by Buyer, or by who is authorized to receive it by 5:00 PM on the third Day after tiasoffer is signed by Buyer (or, ifohecked, LJ by (date),at 0 PM❑ PM). Date Date BUY f _Lo _ BUYER ByBy Pnn Print Name Title a Title Address — - Address 38. BROKER COMPENSATION FROM SELLER A. Upon close Of Escrow, Seller agrees to pay compensationto Braker as specified in a separate written agreementbetween Mier and Broker. B. If escrow does not dose, compensationis payable as specified inthat separatewrf len agreement. 39. ACCEPTANCE OF OFFER Sellerwarrants that Seller's the owner of the Property, or has the authority to execute this Agreement Seller accepts the above offer, agrees to sell the Property on the above terms and conditions, and agrees to the above confirmation of agency relationships. Seller has read and acknowledges receipt cf a Copy of this Agreement, and authorizes Broker to deliver a Signed COPY to Buyer• ❑ (If checked) SUBJECT TO ATTACHED COUNTER OFFER, DATED Date Date SELLER G, itv of Lodi SELLER By X By Print Name Print Name Title Title Address 221 wast pine 5t. Address Lodi, CA 95240 1 ) Confinnation of Acceptance: A Copy of Signed Acceptance was personal received by BuyerQ1' B ees authorized agent �rutials) on (date) at ❑ ❑ PM. A birttiivng Agre9UitTon is created when a Cepy of Signed Acceptance is personalty rewlived by Buyer or Buyer's authorized agent whether or notconf3rmed in this document Completion ofthis confirmation Ts notlegally required 1norder to create a bindingAgreernent; it is solely :......,tet ,A:+- a..l.ra....e +r.e asp +h.+ 91-'Wnrmnftnn of Arr.AnCanca hast occurred. 'REAL ESTATE BROKERS. A. Riaat state Brokers are not parties to the Agreement between Buyer andSolier. B. Agency relationships are confirrnod ao stated in paragraph 32. 'C. If specified in paragraph 2A, Agentwho submitted offer for Buyer acknowledges receipt of deposit. D. COOPERATING BROKER COMPENSATION: Listing Broker agrees to pay Cooperating Broker (Selling Firm) and Cooperating Broker agrees to accept, out of Listing Broker's proceeds in escrow: (I) The amount specified in the MLS or PDS, providedCooperating Broker is a Participant of the MLS or PDS in which the Property is offered for sate or a reciprocal MLS or PDS, or ❑ (if checked) (ii) the amount specified in a separate written agreertVt( orm ) between Listing Broker and Cooperating Broker. Beal EstateAlin r n) Craig_Raal ty Advisors Inc DRE Lic. # 02852886 By w-3me CraigDRE Lic. # 00681543 Date Addie ochran ad No.1 City Load State. CA zip 95242 Tet e ( Q9)327-2222 Fax (209) 334-5049 E-mail wavne craia@cra awa. gom Real Estate Broker (Listing Firm) DRE Lic. # By DRE Uc. # Date Address City State Zip Telephone Fax E-mail +ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked,[] a deposit in the amount of $ ). hunter offer numbers and ,and agrees to act as Escrow Holder subject to paragraph 33 of this Agreement, any supplemental escrow instructions and the terms of Escrow Hokkes general provisions. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is EscrowHolderchicaao Title Co.- Sander Deutsgj r - Escrow# ,ByDate Address Phone/Fax/E-mail Escrow Holder is licensed by the California Department of ❑ CasparaGans, ❑ tnstrrance,❑ Real Estate. License # FI ) REJECTION OF OFFER: No counter offer is being made. This offer was reviewed and rejected by Seiler on (Bailers Initials) (Date) THIS FOW WS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSS (CA.R.). NO R5W55GNTAI1ON 15 MAut rw i 0 , nc kuru: vw.,u„ i wn --v, yr nn, PROVISION.IN ANY SPECIFIC TRANSACTIOPL A REAL ESTATE BROI(ER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX AMACE. coNSULTANAPPROPRIATE PROFESSIONAL Tyra tam is, avabble for. use by the "re real estate inway. h Is rat interded m 'he Maw 6� � a REALTORS. REALTORS is a registered mtedive tltanlbwft marc wtkh may be used ay bymembri of 4* NATIONAL ASSOCIATION OF REALTORS® who subsarbe re b (UVW. pub ishedand Distributed by: REAL ESTATE BUSINESS SERVICES, INC. r� r�r s • y oNhe AssodaGdr of izF.AL rOfiS Reviewed by Date aeroatewn te, . 5 Wouth VirgR Averwe, LosAngeles, Calffania 94020 VLPA REVISED 11/07 (PAGE 9 OF 9)VACANT LAND PIJRMASE AGREEMENT (VL PA PAGE 9 OF 9) Eagles Lodge o 257 CALI.F0&NIA AssoclATloN ADDENDUM OF &BALTOIZSOP (CAR. Form ADM, Revised 10fol) No. 1 The following terms and conditions are hereby incorporated in and made a part of the: ❑ Residential PurchaseAgreement, ❑ Manufactured Home Purchase Agreement, ❑ Business Purchase Agreement, ❑ Residential Lease or Month -to -Month Rental Agreement 0 Vacant Land PurchaseAgreement, ❑ Residential income Property Purchase Agreement, ❑ Commercial Property Purchase Agreement, ❑ other dated November 24, 2008 ,on property known as 217 East Lockefbrd Street, Lodi in which Xaa.2es Tneierg� cif t..,di is referred to as("BuyeriTenantj and City of Lodi is referred to as ("Setler/Landlord"). Other Terms and Conditions: 1. Buyer acknowledcres that the City of .Lodi v121 require an easement or dedication €or the front 18 feet along the Lockeford Street e=osrzre.' ad-lacent taarcels. S. EarChase das all imprormeats es to tbg site == hgth St e t 4. In_ an effort to enc ura aev Io e t of the subject ro est to use Its best efforts at: reducina I'Mact a buildina fees and to use all leaa.11y available i ns -to reduce Buy -gra fees and i=rorement The foregoingterms and conditions are hereby agreed to, and the undersigned acknowledge receiptof a Copy of this document �IIIIdFri, .s... Date SellerA andlord X City of Lodi THIS FORM HAS BEEN APPROVED .BY THE CALIFORNIA ASSOCIATION OF REALTOR ADEQUACY OF ANY PROVISION'. IN ANYSPECIFIC TRAVSACtICW. TRANSACTIONS. (F YOU DESIRE LSGAL OR TAX ADVICE, CONSULT AN This form to "IaNe fOr mo by the entire real ustaip IndupNry. Itis not Inten which may be used only by members of the NATIONAL ASSOCUcTION OF R PubBshed'and Distributed bY: " �, RFI ESA'Clr B4;!SI4VSuS SN:FtV1CS iNC. a subsldia; pPtlfe Eetrfp`MINAsi6dil' it i *(REALTORS® 526 Southrgil Avenue, Los Angeles, California 9W20 Broker or Designee OFMTOHY ADDENDUM (ADM41 PAGE / OF /) 8eicer Pc iam Real Estate: 221 West Oak Street, Suite A, Lodi CA 95140 Phone: (249) 339.4222 IF= (209) 339-4228 chis katzakian 258 Eagles Lodge o SIGNATURE PAGE Reference is made to that certain Vacant Land Purchase Agreement dated November 24, 2008, by and between the City of Lodi as Sellers and the Fraterval Order of Eagles as Buyers for the 1.34 acre parcel of land commonly referred to as 217 E. Lockeford Street, Lodi, California. Where the Agreement does not provide adequate space for all Buyers signatures and whereas the By Laws of the Buyer require said signatures Therefore, be it ,resolved that the parties herein below are the authorized signatories on the subject Agreement. Be it further resolved that one set of initials on the body of the Agreement shall representaU signing parties. All Terms and Conditions of the Agreement and all addendums and attachments are agreed to: F atertral Elder of Eagles may. -- Title Date Y: 259 VACANT LAND PURCHASE AGREEMENT ADDENDUM The following terms and conditions are hereby incorporated in and made a part of the Vacant Land Purchase Agreement dated November 24, 2008 on property known as 217 E. Lockeford Street, Lod in which the Eagles Lodge of Lodi b referred to as "Buyer" and the City of Lodi is referred to as "Seller". Other Terms and Conditions: 1. Ci rejects buyers Addendum 91 and substitutes fir following "Other Terms and Conditions." 2. Prior to the close of escrow, Buyer shall grant a street easement to the City of Lodi for the front 18 feet along Lockeford Street frontage for expansion of Lockeford Street in the form attached hereto as Exhibit A, and a Public Utility Easement along the north property line for existing electric utility Facilities in the form attached hereto as Exhibit B. Upon the close of escrow the deeds wiIl be issued to the City of Lodi. 3. If a zoning change is required to permit buyers intended use of the propertyas a club hall, and thezbnIng change's notgranted by August 31,2009. Buyer shall have the option to seLthis property back to the City of Ladi for Buyers purchase price. 4. Buyer shall be subject to all applicable conditions and fees, subject to creditsfor any grandfathered rights applicableto the parcel. 5. Buyer shall haw access off of Stockton and Washington Streets subject to the Public Mrks Director's judgment as to the physical location of driveway approaches. 6. Paragraph 4.C.(6) of the Vacant Land Purchase Agreement and Joint Escrow Instructions is amended to read as follows: Buyer shall pay for cost of land use entitlements by Buyers use. CITY OF LO:DI, a municipal corporation BLAIR KING City Manager Dated: ATTEST: RANDI JOHL City Giem APPRROVED AS TO FORM: D. STEPHEN SCHWABAUER City Attomey 260 Dated: j,_6_7 Q q FiY."t 4,-r A WILT RECORDEDMAIL TAX STATEMENTAND RECORDED DOCUMENTTO CITY CLERK CITY OF LOBI P. 0:'BOX 3006 LODI CALIFORNIA 95241-1910 SPACE ABOVE THIS LINE FOR RECORDER'S APN. Lockeord STREET EASEMENT DEED 217 E Cockeford Street EAGLES LODGE OF LODI hereby GRANT to the CITY OF LODI, a municipal corporation, in dedication to the public use, an easement for the purposesof publictravel and access and the right to const u4 maintain, repair, replace, remove and operate lines for public utilities, both publicly and privately owned, together with the right to enter upon the land herein described to the extent that such entry may be necessary for the construction. maintaining, repairing, replacing, removing and operating said access, likies or appurtenances thereto, in over, under and across the real property, insofar as our tide extends, situated in the City of Lodi, County of San Joaquin, State of California, and particularly described as fottows SEE ATTACHED LEGAL DESCRIPTION This document MUST be notarized. Please attach proper notarial acknowledgment. Description approved: 261 ro APN: 041-220=02 217 E. Lockeford Street LEGAL DESCRIPTION LOCKEFORD STREET WIDENING AND SOUTHWEST CORNER CUT-OFF: The True Point of Beginning being the Southwest comer of Lot I in block 3 of "Map No. 2, Lawrence Homestead Addition", filed August 10, 1922 in Book of Maps, Vol. 10, page 59, San Joaquin County Records. Thence North. 87" 02' 00" East, 322.90 feet along the North line of Lockeford Street as shown on said Map; thence North 04° 42'00" East, 18.16 feet along the east property line of Lot 3 in block 3 of "Map No. 2, Lawrence Homestead Addition", thence South 87" 02' West, 292.60 feet, thence North 49 33'0 1" West, 37.00 feet to the west line of the aforementioned Lot 1, thence South 04° 42' 00" West, 43.82 feet along said west line of Lot I in block 3, to the TRUE POINT OF BEGINNING. 262 CITY OF LODI mivr PUBLIC WORKS DEPAR,r.N -44A00- Z u Cl C/) 217 E. LOCKEFORD STREET EXHIBIT -WA LOCKEFORD STREET VICINITY MAP 1',- 263 N.T.S. State of CALIFORNIA ) County Of SAN JOAQUIN ) On beforeme, Notary Public (here insert name and title of the officer), personWappealed LESTER WAGNER who proved to me on the bass of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the wit#tin instrument and acknowledged to me that Wshe/they executed the same in his/her/their authorized capacity(ies), and that by his/het/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed "the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h and official seal. Signator (Seal) (rwtaryx12-07) 264 s:otursr„i♦�a �1! Commission # 1659599 [ Notary Public- Caii OMIQ San Joaquin County ,,*,MyComm. Expires May IA 2011 .. &x k t rS t t. r'J WHEN RECORDED MAIL TAX STATEMENTAND RECORDED DOCUMENTTO CITY CLERK CITY OF LODI P. 0.8OX 3006 LODI, CALIFORNIA 95241-1910 SPACEABOVE THIS LINEFOR RECORDER'S USE o o-02 217 E Lockefockeford Street ELECTRICAL UTILITY EASEMENT DEED 217 EAGLES LODGE OF LODI hereby GRANT to the City of Lodi, Electrical Ut lity Department. the right to construct, maintain, repair, remove and replace electric utility poles, and operate overhead lines for the distribution of electricity and or for lighting of public thoroughfares, together with the right to enter upon the land herein described to the extent that such entry may be necessary for the construction, maintenance, repair, replacement, removal and operation of electric lines or appurtenances thereto, over and across the real property, insofar as our title extends, situated in the County of San Joaquin, State of California, and particulariydescribed as follows: SEE ATTACHED LEGAL DESCRIPTION Grantorreserves the right to use the surface providingthe said use does not interferewith Grantees enjoymentof this easement, but Grantor shall have no right to construct any buildings or structures within said easement. Dated: December 23, 2008 , TRUSTEE This document MUST be notarized. Please attach proper notarial acknowledgment. Description approved: Date: 265 APN: 041-220-02 217 E. Lockeford Street LEGAL DESCRIPTION Easement No. 1 The North $6.5 feet of the following described parcel of land: The land referred to herein is situated in the State of California, County of San Joaquin, City of Lodi, and is described as follows: Commencing at the Northwest corner of Block 3 8 as shown upon Map entitled, "Lawrence Homestead Addition", filed for record April 5, 1920, in. Vol. 10 of Maps and Plats, Page 5, San Joaquin county Records, and running thence South 85° 18' East along South line of alley 86 feet to the Tree Point of Beginning of the following described tract. Thence continuing South 8518' East along the South line of said alley 101 feet; thence South 4'42' West, 182.47 feet to North line of Lockeford Street as shown on said Map; thence South 87°02' West along the said North line of Lockeford Street, 101.90 feet; and thence North 4°42' East, 196.04 feet to the True Point of Beginning. Buildings and structures in conformance with City of I,o:di zoning ordinances and building codes are permitted in the south 11.5 feet of the 16.5 feet overhead public utility easement to a maximum height of 23 feet. Easement No. 2: The North 16h5 feet of the following described parcels of land: Lots 1,2 and. 3 in Block 3 of "MapNo. 2, Lawrence Homestead Addition", filed August 10, 1922, in Book of Maps, Vol. 10, Page 59, San Joaquin Country Records. Buildings and structures in conformance with City of Lodi zoning ordinances and building codes arepermitted in the south 11.5 feet of the north 16.5 feet overhead public utility easement to a maxumin height of 23 feet. 266 .e. CITY OF LODI z a U 0 t;5 y L 217 E. LOCKEFORD STREET EXHIBIT t H _ . 16.5' OVERBEAD = ELECTRICAL UTILITY PUE Q 0 Building and sttucttires in conformance with San Joaquin County Zoning ordinances and building codes are pernnitted in the south 1I.5 feet of the nxth 16.5 feet overheadpublic utility easement to a maximum height of 23 feet. VICINITY MAI--' 267 State of CALIFORNIA ) County of SAN 3QAQUIN ) On December 23 2008 before me, S. DEUTSCHER Notary Public (here insert name and title of the officer), personally appeared LESTER WAGNER who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrumentand acknowledgedto me that he/she/they executed the Sa're in his/her/their authodzedcapacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY CF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m and official seal. Signat (Seat) (notaryH 12-07) 268 s.nEulsctf� Commiolon # 1659599 Notary NMI* - California San Joaquin County Mycomm. E*kes!t 15,2010