VACANT LAND FOR SALE El Dorado County - SMUD SEALED BID LAND SALE - Bender Rosenthal Inc
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VACANT LAND FOR SALE
El Dorado County
SMUD SEALED BID LAND SALE
FOURTEEN (14) VACANT PARCELS NORTH OF CAMINO, CA, OFF HIGHWAY 50, EAST OF PLACERVILLE
SEALED BIDS DUE: FRIDAY, MARCH 2, 2018 BY 4:00 PM
TABLE OF CONTENTS
Aerial Location Map 3
Bid Information 5
Sealed Bid Procedure & Sample Envelope 9
Sealed Bid Purchase Form 10
Sample Purchase and Sale Agreement 12
Sample Grant Deed 33
The information contained in these sources is deemed reliable, but accuracy and completeness are not
guaranteed. This material is provided merely as a courtesy to the bidders. All bidders are encouraged to
make visual inspections prior to submitting sealed bid form. This property is being sold in “as is”
condition. No closing costs or commissions.
2
AERIAL LOCATION MAP
SMUD SEALED BID SALE
Vacant parcels being sold in El Dorado County,
Near Camino, CA off Highway 50,
with access via Cable Road
3The information contained in these sources is deemed reliable, but accuracy and completeness are not
guaranteed. This material is provided merely as a courtesy to the bidders. All bidders are encouraged
to make visual inspections PRIOR to submitting your bid. All properties are sold in an “as is”
condition.
NO PERSONAL CHECKS OR CASH ACCEPTED.
The information contained herein has been obtained from sources deemed reliable, but accuracy and
completeness are not guaranteed.
For further information, call, Tony Sierra, Bender Rosenthal, Inc., (916) 978-4900 ext. 264.
E-mail address: t.sierra@benderrosenthal.com
Note: The Bender Rosenthal, Inc. office is located at 2825 Watt Ave, Suite 200, Sacramento, CA
95821. Office hours are weekdays from 8:00 a.m. to 5:00 p.m.
4BID INFORMATION
SEALED BID DEADLINE: All bids must be received by received by 4 PM, Friday, March 2,
2018. Any bids received after 4:00 p.m. will be returned unopened.
SEALED BID DATE AND TIME: TUESDAY, March 6, 2018 at 4:00 p.m.
DELIVERY LOCATION: Bender Rosenthal, Inc., Attn: Christy Lambdin - 2825 Watt Avenue,
Suite 200, Sacramento, CA 95821.
MINIMUM BID: The minimum bid for these sales are NOTED ON THE ENCLOSED PARCEL
LIST.
PURCHASE AND SALE AGREEMENT: The Purchase and Sale Agreement included in this
package serves as the “Agreement”. The successful bidder shall be bound to the terms specified
in the Agreement”. Any sale under the Agreement is subject to the approval of SMUD. After
approval, the successful bidder may take possession after the balance of the purchase price is received
and the Grant Deed is recorded. The Deposit will be credited toward the purchase price.
ESCROW: The successful bidder will be required to make a $1,000 deposit by wire transfer as
earnest money to be deposited immediately with the Title Company not less than three (3) business
days following execution of the Purchase and Sale Agreement.
An additional non-refundable payment of $100 to be deposited with the Title Company concurrently
with the earnest money. This payment which amount the parties bargained for and agreed to as
consideration for Buyer’s right to inspect and purchase the Property pursuant to the Agreement and
for SMUD’s execution, delivery and performance of the Agreement.
Possession of any unit will not be given until the close of escrow.
Note: Buyer shall pay all escrow fees; title insurance premiums, recording fees, documentary or
transfer taxes, if any; and any other fees/costs associated with closing.
REPAIRS: All properties will be sold on an “as is” basis, and repairs, if any, are the responsibility
of the successful bidder. SMUD makes no warranties, oral, written or implied to any of the property
improvements. Condition of all improvements is a “risk” that the successful bidder must accept.
Bidders are strongly encouraged to inspect the property and fully investigate any improvement
condition.
5LIMITING CONDITIONS
FEES: The successful bidder shall pay all recording fees, documentary stamp taxes, or other real
estate transaction taxes, or fees by whatever name known, including escrow fees or broker’s
commission, if any, and personal property sales taxes, where applicable.
TITLE: The properties are warranted to be free of any liens, court judgments, loans (Deeds of Trust,
etc.) and delinquent or unpaid property taxes. The sale of this property is subject to all matters of
public record and any easements, claims of easements, or reservations not of record. SMUD does
not assume any liability for any possible encumbrances on these properties. The right, title, and
interest in this property shall not exceed that vested in SMUD. Prospective bidders should consult
local title companies if more complete information regarding the title of the property is required.
LAND USE NOTE: The concerned local agency should be contacted to determine whether, in the
future, the parcel may come under the provisions of the Subdivision Map Act, if the owner wants to
adjust lot lines, or divide the property. SMUD is not responsible for land use determinations.
Interested bidders are encouraged to contact the County of El Dorado’s Planning Office as to zoning
requirements, allowed use of property, or permitted uses.
HAZARDOUS WASTE: An Initial Site Assessment (ISA) was not conducted for the sale of these
parcels.
SEISMIC AREA: El Dorado County is located within a known, active seismic area.
ZONING: It is the responsibility of all prospective purchasers to fully investigate zoning and land
use restrictions with local authorities concerning the potential uses of the sale property. SMUD
makes no warranty regarding whether or not the current use of the property is in compliance
with the present zoning /or permitted use.
TAXES: The properties are now exempt from local taxes, but will be returned to the tax rolls upon
recording the Grant Deed to the successful bidder.
SURVEY: No warranty is made by SMUD relative to ground location of property lines. Any
independent survey is at purchaser’s expense.
DISQUALIFIED BIDS: SMUD reserves the right to reject any and all bids and waive any
information or irregularity in any bid or to accept any bid deemed in the best interest of SMUD at any
time prior to the recordation of the Deed. An agreement between two or more prospective bidders
to set their bid price, or not to submit bids against each other, with the purpose of purchasing
these parcels at a more advantageous price or terms, is prohibited. Where such agreements come
to the knowledge of SMUD, any bids made pursuant to such an agreement shall be disqualified. The
above prohibitions do not preclude single bids submitted by one or more persons or entities or both
as partners or joint ventures or other similar legally permissible combinations.
SMUD also reserves the right to cancel the sale in part or in its entirety at any time prior to recordation
of the Deed. In the event of cancellation of sale and/or rejection of any bids, the affected deposits
shall be refunded without interest.
6All SMUD and Bender Rosenthal, Inc. employees may bid to acquire excess property except
employees who have direct access to information not generally available to the public or who
influence the purchase or sale of right of way or other real property.
INFORMATION: For further information, call Tony Sierra, Bender Rosenthal, Inc., (916) 978-
4900 or via e-mail at t.sierra@benderrosenthal.com.
This bid package and a list of the parcels being sold can also be found on our website:
www.benderrosenthal.com/excesslandsales/
7PARCEL CHART
Eldorado County, CA
PARCEL MINIMUM SQUARE LAND
NO. BID APN ACREAGE FEET USE ZONING
6 $50,000 100-020-14 7.58 330,185 Vacant Land RL-10
7 $50,000 100-030-33 10 435,600 Vacant Land RL-10
8 $30,000 100-030-34 5 217,800 Vacant Land RL-10
9 $30,000 100-030-30 5 217,800 Vacant Land RL-10
10 $50,000 100-030-38 10 435,600 Vacant Land RL-10
11 $50,000 100-030-37 10 435,600 Vacant Land RL-10
12 $30,000 100-030-16 5 217,800 Vacant Land RL-10
13 $30,000 100-030-02 5 217,800 Vacant Land RL-10
14 $20,000 100-030-39 5 217,800 Vacant Land RL-10
15 $20,000 100-030-41 5 217,800 Vacant Land RL-10
16 $20,000 100-030-48 5 217,800 Vacant Land RL-10
17 $25,000 100-030-47 5 217,800 Vacant Land RL-10
18 $25,000 100-030-17 5 217,800 Vacant Land RL-10
19 $25,000 100-030-03 5 217,800 Vacant Land RL-10
8SEALED BID PROCEDURE
1. Print and complete the enclosed SEALED PURCHASE BID FORM (be sure to enter your bid
amount).
2. Mail the Bid Form in an enclosed envelope marked “DO NOT OPEN THIS ENVELOPE” (See
Sample Below). Make sure that it’s indicated on the OUTSIDE of the envelope “SMUD Sealed
Bid Sale”, TUESDAY, March 6, 2018, 4:00 p.m.
3. Your name and mailing address should be shown in the upper left-hand corner of the bid envelope.
4. Envelopes not properly marked and opened prior to the sale may be disqualified. All bids must
be received by the Bender Rosenthal, Inc. Office, Attn: Christy Lambdin at 2825 Watt Avenue,
Suite 200, Sacramento, CA 95821 by FRIDAY, March 2, 2018, 4:00 p.m.
NOTE: In order to eliminate possible accidental opening of bid envelopes prior to the
advertised time of the bid opening, it is very important the envelope enclosing your bid appears
like the sample below:
SAMPLE BID ENVELOPE
YOUR NAME & ADDRESS
__________________________
__________________________
__________________________
BENDER ROSENTHAL, INC.
Attention: Christy Lambdin
SMUD Excess Land Sale
2825 Watt Avenue, Suite 200
Sacramento, CA 95821
SMUD SEALED BID SALE
BIDS DUE: FRIDAY, MARCH 2, 2012, 4:00 p.m.
OPENING: TUESDAY, MARCH 6, 2018, 4:00 p.m.
DO NOT OPEN THIS ENVELOPE
9SEALED BID PURCHASE FORM
The property is identified as:
APN: ____________________________________
The undersigned bidder hereby agrees to the terms of the Purchase and Sale Agreement and further
agrees to pay Sacramento Municipal Utility District (SMUD) $_________________________, as full
payment for the purchase of said property.
A $1,000 deposit by wire transfer as earnest money is to be deposited immediately with the Title
Company not less than three (3) business days following execution of the Purchase and Sale
Agreement.
An additional non-refundable payment of $100 to be deposited with the Title Company concurrently
with the earnest money. This payment which amount the parties bargained for and agreed to as
consideration for Buyer’s right to inspect and purchase the Property pursuant to the Agreement and
for SMUD’s execution, delivery and performance of the Agreement.
The successful bidder shall be bound to the terms specified in the Purchase and Sale Agreement.
SMUD shall convey the property by Grant Deed to: (Type or print how title is to be vested):
______________________________________________________________________________
______________________________________________________________________________
Please check one or more as it applies:
______Husband and wife as joint tenants
______Husband and wife as community property
______A married man as his sole and separate property
______A married woman as her sole and separate property
______Joint tenants
______Tenants in Common
______As a single man
______As a single woman
______Other (Specify) ________________________________________________
10It is also agreed that all notices and matters arising in connection with this transaction will be given
to the bidder by certified mail and addressed to:
______________________________________________________________________________
______________________________________________________________________________
It is understood that SMUD shall record said Grant Deed and the undersigned bidder agrees to pay
the cost of recording and any document transfer tax when the final balance is paid. Bidder may take
possession of said real property as soon as said Grant Deed has been recorded.
Bidder shall return sealed bid in an enclosed sealed envelope to:
Bender Rosenthal, Inc., Attn: Christy Lambdin - SMUD Land Sale- 2528 Watt Avenue, Suite
200, Sacramento, CA 95821.
If you have any questions, please contact Tony Sierra at 916-978-4900 ext. 264 or via email at
t.sierra@benderrosenthal.com.
Signed: _______________________________________ Date:______________
Phone:________________
Signed: _______________________________________ Date:______________
Phone:________________
Signed: _______________________________________ Date:______________
Phone:________________
Signed: _______________________________________ Date:______________
Phone:________________
11PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “Agreement”) made this __ day of--- 2018 (the
“Effective Date”) by and between the Sacramento Municipal Utility District, a municipal utility
district (“Seller”), and _____ (“Buyer”).
RECITALS
A. Seller has declared as surplus that certain real property located in the City of Camino
(“City”), County of El Dorado, State of California, as more particularly described in Exhibit
A, attached and made a part hereto, and all privileges, rights, easements and
appurtenances belonging thereto (collectively, the “Property”).
B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller the Property.
AGREEMENT
In consideration of the foregoing Recitals and for other good and valuable consideration, the
Buyer and Seller agree as follows:
1. Purchase of Property. Seller shall sell the Property to Buyer and Buyer shall
purchase the Property from Seller, subject to the terms and conditions hereof. The
Property shall be conveyed to Buyer by a grant deed (the “Grant Deed”) in the
form attached hereto as Exhibit “B” and incorporated by this reference.
2. Purchase Price. The purchase price for purchase of the Property (the “Purchase
Price”) is $xx. The Purchase Price shall be paid by Buyer in the following manner:
a. Deposit. One thousand and 00/100 Dollars ($1,000.00) by wire
transfer in immediately available funds, as earnest money (together with interest earned
thereon, the “Deposit”), to be deposited with the Title Company (as defined in Section 5
below) not less than three (3) business days following execution of this Agreement, for
the account of Buyer; provided, however, the Deposit shall be non-refundable to Buyer
except as a result of a default by Seller hereunder, the failure of a condition for the benefit
of Buyer, or as otherwise expressly provided in this Agreement. The Deposit shall be
applicable to the Purchase Price.
b. Separate Consideration. Concurrently with depositing the Deposit with the
Title Company, Buyer shall deposit into escrow with the Title Company a non-refundable
payment of One Hundred Dollars ($100.00) (the “Separate Consideration”), which amount the
parties bargained for and agreed to as consideration for Buyer’s right to inspect and purchase the
Property pursuant to this Agreement and for Seller’s execution, delivery and performance of this
Agreement. The Separate Consideration is in addition to and independent of any other
consideration or payment provided in this Agreement, is nonrefundable, and is fully earned and
shall be retained by Seller notwithstanding any other provision of this Agreement.
12c. Balance of Purchase Price. The balance of the Purchase Price shall be
paid on or before the Close of Escrow (as defined below).
3. Other Liens. The Title Company may expend any or all monies payable under this
Agreement to discharge any obligations which are liens upon the Property
provided Seller and Buyer authorize each such discharge by prior written notice,
including but not limited to those arising from judgments, assessments, taxes, or
debts secured by deeds of trust or mortgages and/or to defray any other incidental
costs other than those specified in Section 4 hereof to be borne by Seller and
Buyer.
4. Closing Costs/Prorations. Buyer shall pay: (a) all escrow fees; and (b); the
premium attributable to the CLTA portion of the title insurance desired by Buyer;
(c) the recording fees, if any; (c) the City documentary or transfer taxes, if any; and
(d) any costs related to the extended coverage and endorsements with respect to
title insurance desired by Buyer; (e) any other fees/costs associated with closing.
All (i) unpaid real property taxes, special taxes, assessments, and personal property taxes,
and (ii) all real property taxes, special taxes, assessments, and personal property taxes
shall be prorated as of the Close of Escrow. Prorations of unpaid taxes and assessments
shall be based upon the latest available tax information such that Seller shall be
responsible for all such taxes and assessments accruing to and including the day prior to
the Close of Escrow and Buyer shall be responsible for all taxes, special taxes and
assessments accruing from and after the Close of Escrow. With respect to any real
property taxes, special taxes, assessments, and personal property taxes, such taxes shall
not be prorated and Seller shall be entitled to all refunds that may be paid by the County
of Sacramento with respect to the payment of such taxes due to Buyer’s acquisition of the
Property.
5. Title and Escrow. Title to the Property shall pass immediately to Buyer upon Close
of Escrow. Prior to the Close of Escrow, Seller shall execute and deliver to the Title
Company (as hereinafter defined) the Grant Deed in favor of Buyer. The issuance of
any escrow instructions as may be necessary or convenient to implement the
terms of this Agreement and close the transaction contemplated herein shall be
done by Seller and Buyer and shall govern the escrow, provided such instructions
are consistent with and merely supplement this Agreement and shall not in any
way modify, amend or supersede this Agreement. After the execution of this
Agreement by Seller and Buyer, Seller shall open an escrow account (“Escrow”)
with Fidelity National Title Company, Attention: Paul Avila; telephone number: (916)
646-6057, facsimile no. (916) 646-6043. The escrow account established for this
transaction is: -------------------------------.
6. Closing Date; Close of Escrow. Escrow shall close on or before XX, 2018, or such
other date as may be agreed to in writing between Buyer and Seller (“Closing
Date”). As used in this Agreement, “Close of Escrow” means the recordation of
the Grant Deed in the Official Records of Sacramento County. The Title Company
shall complete the closing on the Closing Date if it has received all the cash funds
and documents required to be delivered into Escrow by Buyer and Seller and if all
13of the conditions to closing specified in this Agreement or the escrow instructions
have been satisfied.
7. Seller’s Conditions Precedent. Seller's obligation to perform under this Agreement
and to sell the Property to Buyer shall be subject to and contingent upon
satisfaction of each of the following conditions precedent described below:
a. The timely deposit by Buyer with the Title Company of all documents and
the Purchase Price and other funds required to be deposited by Buyer under
this Agreement.
b. Buyer’s representations and warranties contained herein are true and
correct as provided in Section 10(b)(3) below in all material respects.
c. Performance by Buyer of all obligations, covenants and agreements on
Buyer’s part to be performed under this Agreement within the time provided
in this Agreement for such performance.
8. Buyer’s Conditions Precedent. Buyer’s obligation to perform under this Agreement
and purchase the Property from Seller shall be subject to and contingent upon
satisfaction of each of the following conditions precedent described below:
a. The timely deposit by Seller with the Title Company of all documents
required to be deposited by Seller under this Agreement.
b. Seller’s representations and warranties contained herein are true and
correct as provided in Section 9(e)(2) in all material respects.
c. The Property shall be conveyed to Buyer subject only to the Permitted
Exceptions described in Section 12(c) below.
d. Performance by Seller of all obligations, covenants and agreements on
Seller’s part to be performed under this Agreement within the time provided
in this Agreement for such performance.
If a condition for the benefit of Buyer is not satisfied on or before the Close of Escrow, then
Buyer shall have the right to terminate this Agreement, in which event the Deposit shall be
returned to Buyer and neither party shall have any further obligations under this Agreement
except for those obligations which expressly survive the expiration or termination of this
Agreement; provided, however, if a condition is not satisfied due to the default of Seller, then
Buyer shall have the alternative right to pursue the remedies set forth in this Section 15(b) of
this Agreement.
9. Seller’s Representations and Warranties. In addition to any express agreements
of Seller contained herein, the following constitute representations and warranties
of Seller to Buyer as of the Effective Date:
a. Representations Regarding Seller’s Authority.
14(1) Seller has full right, power and legal authority to enter into this
Agreement, sell, transfer and convey the Property to Buyer under
this Agreement and to carry out Seller's obligations under this
Agreement. The individuals executing this Agreement and the
instruments referenced herein on behalf of Seller have the legal
power, right and actual authority to bind Seller to the terms hereof
and thereof.
(2) This Agreement is, and all other instruments, documents and
agreements required to be executed and delivered by Seller in
connection with this Agreement are and shall be, duly authorized,
executed and delivered by Seller and shall be valid, legally binding
obligations of, and enforceable against, Seller in accordance with
their terms, subject only to enforcement that may be limited by
applicable bankruptcy, insolvency or similar laws, and do not, and as
of the Close of Escrow will not, violate any provisions of any
agreement, law, rule, regulation or judicial order to which Seller or
the Property is subject.
(3) All requisite action has been taken by Seller in connection with the
entering into this Agreement, the instruments referenced herein, and
the consummation of the transactions contemplated hereby, and no
consent of any member, manager, partner, shareholder, creditor,
investor, judicial or administrative body, authority other party is
required.
(4) Neither the execution and delivery of this Agreement and documents
referenced herein, nor the incurrence of the obligations set forth
herein, nor the consummation of the transactions herein
contemplated, nor compliance with the terms of this Agreement and
the documents referenced herein conflict with or result in the material
breach of any terms, conditions or provisions of, or constitute a
default under, any bond, note, or other evidence of indebtedness or
any contract, indenture, mortgage, deed of trust, loan, partnership
agreement, lease or other agreements or instruments to which Seller
is a party or affecting the Property.
b. Warranties and Representations Pertaining to Real Estate and Legal
Matters.
(1) To Seller’s actual knowledge, there is no suit, action, arbitration, legal,
administrative, or other proceeding or inquiry pending against the
Property or pending against Seller which could affect Seller’s title to
the Property.
(2) To Seller actual knowledge, there are no attachments, execution
proceedings, or assignments for the benefit of creditors, insolvency,
15bankruptcy, reorganization or other proceedings pending against
Seller.
(3) To Seller’s actual knowledge, there are no rights of first refusal,
reversions, or options to purchase the Property or any portion of the
Property. Except as set forth in Exhibit “C” attached hereto, Seller is
not party to nor subject or bound by any agreement, contract, or
lease of any kind relating to the Property which would impose an
obligation on Buyer or otherwise affect marketability of title to the
Property.
(4) Seller has good and marketable fee simple title to the Property,
subject to matters disclosed in Exhibit “C” attached hereto, as may
be amended or supplemented and as of the Close of Escrow; except
for matters declared in Exhibit “C” attached hereto, to Seller’s actual
knowledge there shall be no unrecorded leases, licenses or other
agreements which would grant any person or entity the right to use
or occupy any portion of the Property, including any improvements
thereon, and no improvements on the Property that encroach upon
the Property of a third party.
(5) To Seller’s actual knowledge, there are no and have been no public
or private improvements which will result in the creation of any liens
upon the Property except for assessments and as set forth in Exhibit
“C” attached hereto, including mechanics liens, and Seller agrees to
indemnify, defend and hold Buyer free and harmless from and
against any claims, liabilities, losses, costs, damages, expenses and
attorneys’ fees arising from any liens not shown in Exhibit “C”
attached hereto, including any obligations to pay the delinquent
portion of any fee for infrastructure to the extent such liability
occurred prior to and was due prior to Close of Escrow, and the
Buyer agrees to cooperate with Seller, at Seller’s cost and to the
extent permitted by law, with respect to Seller’s efforts to remove any
such liens, fees, or encumbrances. This indemnity shall survive the
Close of Escrow for a period of nine (9) months.
c. Warranties, Representations and Covenants Regarding Operation of the
Property through Close of Escrow. Seller shall promptly notify Buyer of any
event or circumstance that makes any representation or warranty of Seller
under this Agreement untrue or misleading, or of any covenant of Seller
under this Agreement incapable or less likely of being performed. It is
understood that the Seller’s obligation to provide notice to Buyer shall in no
way relieve Seller of any liability for a breach by Seller of any of its
representations, warranties or covenants under this Agreement.
16d. Representations Pertaining to Additional Documents. To Seller’s
knowledge, there are no leases, subleases or tenancies in effect pertaining
to the Property.
e. General Representation.
(1) No representation, warranty or statement of Seller in this Agreement or in
any document, certificate or schedule furnished or to be furnished to Buyer
pursuant hereto contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to make the
statements or facts contained therein not misleading.
(2) Seller’s representations and warranties made in this Agreement shall be
continuing and shall be true and correct as of the date of the Close of
Escrow with the same force and effect as if remade by Seller in a separate
certificate at that time. The truth and accuracy of Seller’s representations
and warranties made herein shall constitute a condition for the benefit of
Buyer to the Close of Escrow (as elsewhere provided herein) and shall not
merge into the Close of Escrow or the recordation of the Grant Deed in the
Official Records of Sacramento County and shall survive the Close of
Escrow for a period of nine (9) months.
10. Buyer’s Representations and Warranties. In addition to any express agreements of Buyer
contained herein, the following constitute representations and warranties of Buyer to Seller
as of the Effective Date:
a. Representations Regarding Buyer’s Authority.
(1) Buyer has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein, and to
consummate the transactions contemplated hereby.
(2) The individuals executing this Agreement and the instruments
referenced herein on behalf of Buyer have the legal power, right, and
actual authority to bind Buyer to the terms and conditions hereof and
thereof.
(3) This Agreement is, and all other instruments, documents and
agreements required to be executed and delivered by Buyer in
connection with this Agreement are and shall be, duly authorized,
executed and delivered by Buyer and shall be valid, legally binding
obligations of, and enforceable against, Buyer in accordance with
their terms.
b. General Representations.
(1) No representation, warranty or statement of Buyer in this Agreement or in
any document, certificate or schedule furnished or to be furnished to Seller
pursuant hereto contains or will contain any untrue statement of a material
17fact or omits or will omit to state a material fact necessary to make the
statements or facts contained therein not misleading.
(2) Buyer hereby acknowledges that pursuant to Section 13 Buyer has an
adequate opportunity to conduct such studies, inspections and investigate
all matters pertaining to the Property as Buyer may desire, including without
limitation, to determine the financial feasibility of purchasing and operating
the Property, the physical condition of the Property, any legal or zoning
constraints applicable to the Property or Buyer’s intended use thereof, and
all other matters raised by plans, reports and studies prepared for or in
connection with the Property at the request of Buyer. Approval by Buyer
of the condition of the Property shall not be a condition to Close of Escrow.
(3) Buyer’s representations and warranties made in this Agreement shall be
continuing and shall be true and correct as of the date of the Close of
Escrow with the same force and effect as if remade by Buyer in a separate
certificate at that time. The truth and accuracy of Buyer’s representations
and warranties made herein shall constitute a condition for the benefit of
Seller to the Close of Escrow (as elsewhere provided herein) and shall not
merge into the Close of Escrow or the recordation of the Grant Deed in the
Official Records of Sacramento County and shall survive the Close of
Escrow for a period of nine (9) months.
11. Seller’s Obligations. Seller shall comply with the following requirements prior to the Close
of Escrow:
a. No Grants or Conveyances. Seller shall not grant, convey, or enter into any
easement, lease, license, agreement, lien, encumbrance, or any other legal or
beneficial interest in or to the Property without the prior written consent of the
Buyer, which consent may be granted or withheld in the sole and absolute
discretion of Buyer.
b. No Violation of Laws. After execution of this Agreement by Seller and up to the
Close of Escrow, Seller shall not violate, nor allow any entity controlled by Seller
to violate, any law, ordinance, rule, or regulation affecting the Property.
c. Preservation of Easements and Other Rights. Prior to the Close of Escrow, Seller
shall do or cause to be done, all things within its reasonable control to preserve
intact and unimpaired any and all rights of way, easements, grants,
appurtenances, privileges, and licenses in favor or consisting of any portion of the
Property.
d. Taxes and Assessments. Seller shall pay, if and when the same are due, all
payments on any encumbrances securing an obligation for payment of money
presently affecting the Property and any and all taxes, assessment installments,
and levies in respect of the Property that become due through the Closing Date,
other than any liens for taxes or assessment not yet due.
e. Zoning. Prior to the Close of Escrow, Seller shall not take any action, or fail to take
any action, that would result in any change, alteration, modification, addition to, or
termination of any of the presently-existing general plan, specific plan or zoning
18designation of the Property, without Buyer’s prior written approval, and Seller shall
immediately provide Buyer with a copy of any written materials received by Seller
evidencing or relating to any proposal or attempt to effect any such change,
alteration, modification, addition to, or termination.
f. No Modification to Condition of Property. Seller shall (1) not alter the physical
condition of the Property; (2) maintain the Property in substantially the same
condition as that which existed as of the Effective Date; (3) deliver possession of
the Property to Buyer at the Close of Escrow in substantially the same condition
that existed as of the Effective Date; or (4) make or permit any construction
activities to occur on the Property.
g. No Recordation of CCRs. Seller shall not record any covenants, conditions or
restrictions against the Property, including without limitation any design restrictions
with respect to the development of the Property
12. Additional Terms of Sale.
a. Loss, Destruction and Condemnation. The PARTIES agree that the
following provisions shall govern the risk of loss, destruction and
condemnation. If, before Seller transfers legal title or possession of the
Property, all or a material part of the Property is destroyed without fault of
Buyer, or is taken by eminent domain by any governmental entity, Buyer
shall be entitled to terminate its obligations under this Agreement by written notice
to Seller within ten (10) days of the date Seller gives notice to Buyer of such
casualty or taking. If Buyer does so terminate this Agreement, Seller shall promptly
return the Deposit to Buyer and thereafter, the parties shall have no further rights
or obligations hereunder except as otherwise expressly set forth herein. If Buyer
does not elect to terminate this Agreement, then Seller shall, as applicable, either:
(A) proceed to close as provided herein with the Purchase Price being reduced, as
applicable, and in the case of any eminent domain proceedings, by the total of any
awards or other proceeds received by Seller as a result of such proceedings, or
(B) proceed to close as provided herein with an assignment, as applicable, by
Seller of all of the Seller’s rights, title and interest in and to all such eminent domain
awards and proceeds. Seller will promptly notify Buyer in writing of any eminent
domain proceedings affecting the Property.
b. Title Review. Any title insurance, which may be desired by Buyer, will be procured
by Buyer, provided the cost thereof shall be allocated as provided in this
Agreement. The Seller will cooperate with Buyer or its authorized agent in this
connection, and will permit examination and inspection of such deeds, abstracts,
affidavits of title, judgments in condemnation proceedings, or other documents
relating to the title of the Property, as Seller may have available. It is understood
that the Seller will not be obligated to pay for any expenses incurred in connection
with title matters or survey of the Property except with respect to removing any
liens or encumbrances which Seller has expressly agreed to remove hereunder.
c. Title Conveyance. At the Close of Escrow, Seller shall convey title to the Property
to Buyer by the Grant Deed. As a condition for the benefit of Buyer, the
conveyance is subject to the Property vesting in Buyer, free and clear of all liens,
19leases, reservations, encumbrances, assessments, easements, of record or
otherwise, and of taxes, except for (collectively, the “Permitted Exceptions”): (i)
such matters which are set forth in Exhibit “C” attached hereto; (ii) a lien of general
and special real estate taxes which are not yet due and payable; (iii) any title
exceptions caused by the acts of Buyer, its agents, employees, contractors or third
parties acting on behalf of or at the direction of Buyer; and (iv) items appearing of
record after the Effective Date and not set forth in Exhibit “C” or that appear in any
survey obtained by Buyer and, in either case, approved by Buyer in accordance
with Section 12(d) below.
d. New Title Exceptions. If Buyer receives a supplemental notice from the Title
Company of any additional title exceptions not appearing on Exhibit “C”, then
Buyer shall have ten (10) business days after receipt of such notice to object to
such additional title exceptions by delivering written notice (“Buyer’s Notice”) to
Seller identifying such exceptions (each such exception referred to as a
“Disapproved Exception”). Seller shall have ten (10) business days after receipt
of Buyer’s Notice (“Seller’s Response Period”) to provide notice to Buyer
(“Seller’s Notice”) wherein Seller shall either (i) agree to attempt to remove or
satisfy, as the case may be, the Disapproved Exception or (ii) object to removing
or satisfying the Disapproved Exception as the case may be; provided, however,
that Seller hereby agrees that it shall agree to remove, and shall not object to, any
Disapproved Exception which is a mechanic’s lien or materialman’s lien for work
performed on the Property at the request of Seller or which is caused to be an
encumbrance against the Property due to a breach of Seller’s obligations under
this Agreement. If Seller fails to deliver Seller’s Notice within the Seller’s Response
Period, Seller shall be deemed to have objected to removing or satisfying the
Disapproved Exception. If Seller objects in Seller’s Notice, or is deemed to have
objected, to removing or satisfying on or before the Closing Date any of the
Disapproved Exceptions, then Buyer shall have the right at any time on or before
the expiration of ten (10) business days following the expiration of the Seller’s
Response Period either (y) to approve in writing a conveyance of the Property
subject to the Disapproved Exception to which Buyer had originally objected to in
Buyer’s Notice which Seller is unable or unwilling to cure without a reduction of the
Purchase Price; or (z) to terminate this Agreement by sending written notice to
Seller, and upon delivery of such notice of termination, this Agreement shall
terminate and the Deposit shall be returned to Buyer, and thereafter, neither party
hereto shall have any further rights, obligations or liabilities hereunder except to
the extent expressly set forth herein. In the event Buyer does not so timely notify
Seller of its election within such ten (10) business day period, then Buyer shall be
deemed to have elected to terminate this Agreement.
13. Inspection Access.
Buyer shall have a temporary, non-exclusive and non-possessory right and license for thirty (30)
days from the Effective Date to conduct due diligence assessments, appraisals and surveys of
the Property, at Buyer’s sole expense (“Inspection Period”). Buyer must provide Seller at least
24 hours’ written notice of the dates and times when Buyer will be accessing the Property. If
Buyer wishes to conduct invasive testing, such as soil borings, Buyer must first obtain separate
written permission from Seller. For any activities Buyer undertakes on or around the Property,
Buyer will to the maximum extent allowed by law defend, indemnify and hold Seller harmless from
and against any claims incurred by Seller that directly or indirectly arise out of or are connected
20with Buyer’s Inspection Period activities. Prior to the Inspection Period expiring, Buyer has the
right to cancel the Agreement, due to unfavorable findings with regard to Buyer’s investigations
and inspections of the Property.
14. Deliverables.
a. Deposits by Seller. At least one (1) business day prior to the Closing Date,
Seller shall deposit or cause to be deposited with the Title Company the following documents and
instruments:
(1) Grant Deed. The Grant Deed, duly executed by Seller,
acknowledged and in a recordable form.
(2) California Form 593-C. A properly executed California Form 593-C
or other evidence sufficient to establish that Buyer is not required to withhold any portion
of the Purchase Price pursuant to Sections 18805 and 26131 of the California Revenue
and Taxation Code.
(3) FIRPTA. An Affidavit of Non-Foreign Status in the form prepared
by the Title Company.
(4) Proof of Authority. Such proof of Seller's authority and authorization
to enter into this Agreement and the transactions contemplated hereby, and such proof of
the power and authority of the individual(s) executing and/or delivering any instruments,
documents or certificates on behalf of Seller to act for and bind Seller as may be
reasonably required by the Title Company.
b. Deposits by Buyer. At least one (1) business day prior to the Closing Date,
Buyer shall deposit or cause to be deposited with the Title Company such proof of Buyer's
authority and authorization to enter into this Agreement and the transactions contemplated
hereby, and such proof of the power and authority of the individual(s) executing and/or delivering
any instruments, documents or certificates on behalf of Buyer to act for and bind Buyer as may
be reasonably required by the Title Company.
15. Default.
a. Buyer’s Default. IN THE EVENT THE SALE OF THE PROPERTY IS NOT
CONSUMMATED BECAUSE OF A BREACH OR DEFAULT UNDER THIS AGREEMENT BY
BUYER, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED
DAMAGES AND AS SELLER’S SOLE REMEDY FOR SUCH BREACH OR DEFAULT AND
NEITHER PARTY SHALL HAVE ANY OBLIGATION TO THE OTHER HEREUNDER, EXCEPT
FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THEY SURVIVE THE
TERMINATION OF THIS AGREEMENT. THE PARTIES HEREBY AGREE THAT SELLER’S
ACTUAL DAMAGES IN SUCH EVENT WOULD BE EXTREMELY DIFFICULT OR
IMPRACTICABLE TO DETERMINE AND THAT THE AMOUNT OF THE DEPOSIT PLUS ANY
INTEREST ACCRUED THEREON REPRESENTS THE PARTIES’ REASONABLE ESTIMATE
OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS
NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA
CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED
DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676
AND 1677. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES
21ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION,
AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S
EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE
OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF A BREACH OR DEFAULT
UNDER THIS AGREEMENT BY BUYER. HOWEVER, NOTHING IN THIS SECTION SHALL
PRECLUDE THE RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY
SELLER IN ENFORCING THIS AGREEMENT.
___________________ __________________
SELLER’S INITIALS BUYER’S INITIALS
b. Seller’s Default. In the event the sale of the Property is not consummated
because of a breach or default under this Agreement by Seller, Buyer shall have an action for
specific performance of Seller’s obligations to execute the documents required to convey the
Property to Buyer and such other documents required to be delivered by Seller at closing under
this Agreement, it being understood that the remedy of specific performance shall not be available
to enforce any other obligation of Seller hereunder; alternatively, Buyer may elect to terminate
this Agreement, recover the Deposit and require Seller to reimburse Buyer for no more than $100
of Buyer’s reasonable, third-party due diligence costs, which reimbursement shall be paid by
Seller within ten (10) days after receipt of Buyer’s invoice therefor. In either such case, Buyer
shall have no right to an action for damages against Seller other than for the return of the Deposit
and said reimbursement of costs. Buyer shall be deemed to have elected to terminate this
Agreement and receive back the Deposit if Buyer fails to file suit for specific performance against
Seller in a court having jurisdiction in the county and state in which the Property is located, on or
before sixty (60) days following the date upon which Close of Escrow was to have occurred.
c. Cure Right. Notwithstanding any contrary provision of this Agreement,
neither party shall be deemed in default under this Agreement unless the non-defaulting party
shall have provided the defaulting party written notice of its default and the defaulting party shall
have failed to such default within ten (10) days after receipt of such written notice.
16. Property Conditions – Purchase and Release. The release and waiver of claims set forth
below shall be referred to as the “Release.”
a. As a material inducement to Seller to execute this Agreement, Buyer hereby
acknowledges, represents and warrants that with respect to the Property
Conditions (defined below) only (1) Buyer has an adequate right under section 13
to fully examine and inspect the Property, together with such other documents and
materials with respect to the Property, which Buyer deems necessary or
appropriate in connection with its investigation and examination of the physical
condition of the Property, (2) Buyer has accepted the foregoing, and (3) Buyer has
decided to purchase the Property solely on the basis of its own independent
investigation and Seller’s representations and warranties with respect to Property
Conditions contained in Section 9(b) of this Agreement. Other than as expressly
set forth in Section 9(b) of this Agreement, Seller has not made, does not make,
and has not authorized anyone else to make any representation as to the present
or future physical condition, or any other matter or thing pertaining to the Property,
and Buyer acknowledges that no such representation or warranty has been made
and that in entering into this Agreement it does not rely on any representation or
warranty. Notwithstanding anything in this Agreement to the contrary, the term
22“Property Conditions” shall not be deemed to include any of the following: (y) any
claims, losses or liabilities arising out of or otherwise relating to the breach by
Seller of any representation or warranty related to Property Conditions set forth in
Section 9(b) of this Agreement or; (z) any claims, losses or liabilities arising out of
any intentional misconduct or fraud of Seller.
b. Upon the Close of Escrow, and except as to Seller’s representations and
warranties set forth in Sections 9 and 16(a) of this Agreement, Buyer, on its own
behalf and on behalf of each of its successors and assigns and each and all of its
and their respective elected officials, officers, directors, employees, and each of
their respective successors and assigns (collectively, “Waiver Parties”) hereby
fully, forever, irrevocably and unconditionally waives and releases Seller and its
respective members, partners, affiliates, parent business organizations, subsidiary
business organizations, shareholders, officers, directors, beneficiaries, agents,
employees, attorneys and representatives and their respective successors and
assigns (collectively, “Released Parties”) from any and all Property Conditions at
the Property, including, without limitation, any and all actual, threatened or
potential claims, claims for contribution, suits, proceedings, actions, causes of
action, demands, liabilities, losses, obligations, orders, requirements or
restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses
of every kind and nature under any law relating to any Property Conditions,
whether now known or unknown, whether foreseeable or unforeseeable, whether
under any foreign, federal, state or local law (both statutory and non-statutory),
and, whether asserted or demanded by a third party against any of the Waiver
Parties or incurred directly or indirectly by any of the Waiver Parties themselves,
that any of the Waiver Parties may now or hereafter have against any of the
Released Parties and that arise in connection with or in any way are related to any
of the Property Conditions. Buyer acknowledges that any condition of any of the
Property which Buyer discovers or desires to correct or improve prior to or after
the Close of Escrow shall be at no expense to Seller. The provisions of this Section
16 shall survive the Close of Escrow and the recording of the Grant Deed
conveying the Property from Seller to Buyer.
17. Environmental Release and Waiver. The release and waiver of claims set forth below
shall be referred to as the “Environmental Release.”
a. As a material inducement to Seller to execute this Agreement, Buyer
acknowledges, represents and warrants that with respect to Property
environmental conditions only (1) Buyer has an adequate right to fully examine
and inspect the Property. Buyer has also reviewed all other available documents
and materials with respect to the environmental condition of the Property that
Buyer deemed necessary or appropriate in connection with its investigation and
examination of the Property, (2) Buyer has accepted the foregoing and the
environmental condition of the Property, and (3) Buyer has decided to purchase
the Property solely on the basis of its own independent investigation. Other than
as expressly set forth in this Section, Seller has not made, does not make, and has
not authorized anyone else to make any representation as to the present or future
environmental condition of the Property, and Buyer acknowledges that no such
representation or warranty has been made and that in entering into this Agreement
it does not rely on any representation or warranty.
23b. Upon the Close of Escrow, and except as to matters covered by Seller’s
representations and warranties set forth in Section 16(a) above, Buyer, on its own
behalf and on behalf of each of the Waiver Parties hereby fully, forever, irrevocably
and unconditionally waives and releases Seller and the Released Parties from any
and all Property environmental conditions, including, without limitation, any and all
actual, threatened or potential claims, claims for contribution, suits, proceedings,
actions, causes of action, demands, liabilities, losses, obligations, orders,
requirements or restrictions, liens, penalties, fines, charges, debts, damages,
costs, and expenses of every kind and nature under any law relating to Hazardous
Substances or Environmental Laws (defined below), whether under any foreign,
federal, state or local law (both statutory and non-statutory), and, whether asserted
or demanded by a third party against any of the Waiver Parties or incurred directly
or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties
may now or hereafter have against any of the Released Parties including without
limitation those that arise in connection with or in any way are related to (1) the
environmental condition of the Property, or, in relation to its environmental
condition, the Property’s suitability for Buyer’s use, the ownership, management or
operation of the Property or the accuracy or completeness of any environmental
information reviewed by Buyer in connection with its investigations of the Property
and which may have been relied upon by Buyer in deciding to purchase the
Property, (2) any handling of any Hazardous Substances at, beneath, to, from, or
about the Property, (3) any compliance or non-compliance with Environmental
Laws regarding any Hazardous Substances or any handling related thereto at,
beneath, to, from, or about the Property, (4) any acts, omissions, services or other
conduct related to any of the foregoing items “(1)” through “(3),” inclusive, and/or
(5) any condition, activity, or other matter respecting the environmental condition
of the Property that is not addressed by any of the foregoing items “(1)” through
“(4),” inclusive. Buyer acknowledges that it has accepted that environmental
conditions on or under the Property are such that unknown areas and types of
contamination may exist at the Property and that it is foreseeable that Buyer may
encounter such unknown areas and types of contamination and that such
occurrence would create material claims that Buyer now knows and suspects may
exist at the time of its execution of this waiver and release and Seller shall not have
responsibility or liability for such matters. This Environmental Release shall
survive the Close of Escrow and the recording of the Grant Deed conveying the
Property from Seller to Buyer.
c. Definitions.
(1) The term “Environmental Law” shall mean all federal, state and local
statutes, regulations or ordinances relating to the protection of health,
safety or the environment including, without limitation, those under the
federal Clean Air Act, the federal Water Pollution Control Act, the federal
Resource Conservation and Recovery Act, the federal Comprehensive
Environmental Response, Compensation and Liability Act, the federal
Toxic Substances Control Act, and all similar such state and local laws now
or hereinafter enacted or amended.
(2) The term “Hazardous Substances” means, without limitation, substances
defined as “hazardous substances,” hazardous materials,” “hazardous
wastes,” “toxic substances,” “extremely hazardous waste” or “restricted
24hazardous waste” or stated to be known to cause cancer or reproductive
toxicity, under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section
9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq.; the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901 et seq.; the Federal Water Pollution Control Act, 33
U.S.C. Section 1317 et seq.; Sections 25115, 25117, 25122.7, 25140,
25249.5, 25249.8, 25281, 25316 or 25501 of the California Health & Safety
Code; and any substances regulated pursuant to any Environmental Law.
18. Release and Waiver of Section 1542. Solely with respect to the Release provided by
Buyer in Section 16(b) above and the Environmental Release provided by Buyer in Section
17(b) above, Buyer hereby agrees as follows:
TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER HEREBY
EXPRESSLY AND SPECIFICALLY WAIVES THE BENEFITS OF SECTION 1542 OF
THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SUCCESSOR LAWS.
SECTION 1542 PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR.”
BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS
VOLUNTARY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE, AND IS GIVEN
AS PART OF THE CONSIDERATION FOR THE AGREEMENTS SET FORTH HEREIN.
BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER
FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES
TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER AGREES
THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL
RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS.
Buyer has been advised by its legal counsel and understands the significance of this
waiver of Section 1542 relating to unknown, unsuspected and concealed claims, and
Buyer hereby specifically acknowledges that Buyer has carefully reviewed this Section
16 and discussed its import with legal counsel and that the provisions of this Section 16
are a material part of this Agreement. By its initials below, Buyer acknowledges that it
fully understands, appreciates and accepts all of the terms of this Section and the
Release provided by Buyer in Section 16(b) and Section 17(b) above.
__________________
BUYER’S INITIALS
19. Notices. Any notice, tender, delivery, or other communication pursuant to this Agreement
shall be in writing and given if personally delivered; mailed by certified mail, return receipt
requested; delivered via nation-wide over-night delivery service providing a receipt for
delivery; or delivered via facsimile. The date of giving any notice shall be deemed to be
the date upon which delivery is actually made by one of the methods described in this
Section 19 (or attempted if said delivery is refused or rejected). If a notice is received on
a Saturday, Sunday or legal holiday, it shall be deemed received on the next business
25day. All notices, demands, requests, consents, approvals, disapprovals shall be
addressed to the following persons:
If to Seller: Sacramento Municipal Utility District
Attn: Gretchen Hildebrand,
Real Estate Services- K222
P.O. Box 15830
Sacramento, CA 95852
Telephone: 916-732-5730
Facsimile: 916-732-6008
--------------------------------------------------
If to Buyer:
Either party may change its address by giving reasonable advance written notice of its
new address in accordance with the methods described in this Section 19.
20. Indemnity. Notwithstanding the Settlement Agreement, Buyer agrees to indemnify
Seller, defend with counsel reasonably acceptable to Seller, and hold Seller
harmless from all claims, demands, liabilities, losses, damages, costs, fees, fines,
penalties and expenses, associated any action, claim, order or direction from a
regulatory agency with jurisdiction over including Seller’s reasonable attorney fees,
costs and expenses, arising out of the environmental condition of the Property,
including but not limited to hazardous materials found on the Property, complaints
or notices of the presence of hazardous materials on the Property, inspection
results, complaints, or notices received regarding the safety of the Property, now
or in the future, excepting only such hazardous materials determined to be on the
Property in contradiction to Seller’s representation and warranty in Section 16.a of
this Agreement.
21. Calculation of Time. Under this Agreement, when the day upon which
performance would otherwise be required or permitted is a Saturday, Sunday or
holiday, then the time for performance shall be extended to the next day which is
not a Saturday, Sunday or holiday. The term “holiday” shall mean all and only
those State holidays specified in Sections 6700 and 7701 of the California
Government Code.
22. Time of Essence. Time is of the essence of this Agreement and each and every provision
hereof.
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