APN 174-070-38 PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of this day of,, 2004 by and between Mario R. Bravo and Ana M. Bravo, Jean J. Danon and Tara L. Danon, hereinafter referred to as "Seller," and MARIN COUNTY OPEN SPACE DISTRICT, a public district of the State of California (District), hereinafter referred to as "Buyer." RECITALS A. Seller owns certain real property (hereinafter referred to as "Property") in the County of Marin, State of California, containing approximately 20 acres of vacant land located in an unincorporated area of Fairfax. The property is currently assessed by the Marin County Assessor as A.P.N. 174-070-38 and is further described in the Preliminary Report issued to Buyer by California Land Title of Marin, dated as of January 29, 2004 under Order No. 253681 DM SUPP, attached hereto as Exhibit "A" and by reference made a part hereof. B. Buyer desires to obtain from Seller, and Seller is willing to grant to Buyer, the Property on the terms and conditions hereinafter set forth. NOW, THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED as follows: 1. TERM. The term of this Agreement shall be for ten (10) days. Said period shall commence from the date that both Buyer and Seller have signed this Agreement and said date shall be entered herein above as date Agreement is entered into. 2. PURCHASE PRICE. The purchase price for the Property described in Exhibit "A" shall be NINE HUNDRED FIFTY THOUSAND DOLLARS ($950000.00) cash. 3. CONDITIONS. Buyer agrees to purchase and Seller agrees to sell upon the satisfaction of the following terms and conditions: 3.1 ESCROW a) When this Agreement is fully executed, the purchase and sale of the Property described in Exhibit "A" shall be completed through an escrow at California Land Title of Marin, 700 Irwin Street, San Rafael, CA 94901 (the Title Company). "Close of Escrow" shall be the time the Seller's Grant Deed (as defined below) is recorded by the Title Company in the Recorder's Office of the County of Marin. 6299
3.3 TITLE b) Prior to the Close of Escrow, Seller and District shall deposit the following into escrow. 1) Seller shall deposit a Grant Deed duly executed by the Seller in form acceptable to Buyer to convey the Property to District. 2) Buyer shall deposit the amount of the purchase price for the Property described in Exhibit "A" together with enough additional cash to pay Buyer's share of closing costs and prorations. 3) Seller and Buyer shall pay expenses of escrow and closing and prorations shall be made as follows: i) Buyer shall pay all fees for the recordation of the Grant, Deed, the premium for the policy of title insurance, documentary transfer taxes, if any, on the Grant Deed, and all escrow fees. ii) Real property taxes and assessments shall be paid in full by Seller as of Close of Escrow. Seller may request a refund, if any, from Assessor. 3.2 ESCROW CLOSURE When the foregoing have been deposited by Seller and Buyer, and the Title company is prepared to issue its policy of title insurance in accordance with Paragraph 3.3 hereof, the Title Company shall be directed to: a) deliver the purchase price to or on the order of Seller; b) record the Grant Deed in the Recorder's Office of Marin County and instruct the County Recorder to deliver the Grant Deed to District; and c) deliver to District the policy of title insurance and a copy of the Buyer's and Seller's escrow closing instructions. a) Title to the Property to be conveyed by Seller to Marin County Open Space District through the escrow free and clear of all liens and encumbrances, taxes and assessments, penalties and costs, leases (recorded and unrecorded), easements, rights-of-way, bonds, and any and all restrictions and reservations of record, other than exceptions to title set forth as Items Numbered 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 in Preliminary Report issued to Buyer by California Land Title of Marin, dated as of January 23, 2004, under Order No.253681 DM SUPP, Exhibit "A". -2-
b) The Title Company shall issue to District a standard California Land Title Association form policy of title insurance for the Property, with total liability in the amount of the purchase price, showing title to the Property vested in District and such other exceptions as may be approved by District. The issuance of such title policy to District shall be in full satisfaction of Seller's obligations with respect to title. 4. POSSESSION. District shall be entitled to possession of the Property at "Close of Escrow." Seller shall be entitled to all privileges and benefits of ownership of the Property until "Close of Escrow," and nothing contained herein shall be deemed to restrict or impede Seller's full use and enjoyment of the Property prior to said date. 5. NOTICES. Any notice, request, demand, instruction or other communication to be given to any party hereunder shall be in writing and delivered as follows: If to Seller, to: If to Buyer, to: Mario Bravo and Ana M. Bravo Jean J. Danon and Tara L. Danon 241 Cascade Drive Fairfax, CA 94930 County of Marin Department of Public Works Real Estate Section P.O. Box 4086 San Rafael, CA 94903 Attn.: George C. Harrington Notice shall be delivered personally, including by messenger or courier, or by certified mail, return receipt requested, postage prepaid. Notices shall be deemed to have been duly given (a) if delivered personally, on the date of delivery; (b) if transmitted by certified mail, on the earlier of (i) the second (2nd) business day after the date of such mailing, or (ii) the date of receipt. The addresses and addressees for the purposes of this paragraph may be changed by giving written notice of such change in the manner provided herein for giving notice. Unless and until such written notice is received, the last address and addressee as stated by written notice, or as provided herein if no written notice or change has been sent or received, shall be deemed to continue in effect for all purposes hereunder. 6. FURTHER ASSURANCES. Seller and Buyer agree that at any time or from time to time after the execution of this Agreement and whether before or after the Close of Escrow they will, upon request of the other, execute and deliver such further documents and do such further acts and things as such party may reasonably request in order to fulfill the purposes of this Agreement. -3-
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective successors and assigns. Neither Buyer nor Seller shall assign this Agreement without the prior written consent of the other. Any assignment without such consent shall be null and void. 8. TIME. Time is of the essence of this Agreement and failure to comply with this provision shall be a material breach of this Agreement. Unless previously extended in writing by Buyer and Seller, the escrow shall close on or before the expiration of this Agreement. If the escrow fails to close as provided above, Buyer or Seller may at any time thereafter give written notice to the escrow holder to cancel the escrow and return all money and documents in escrow to their respective depositors. The escrow holder shall comply with the notice without further consent from any other party to the escrow or from the broker. Cancellation of escrow as provided herein shall be without prejudice to whatever legal rights Buyer and Seller may have against each other. 9. COMMISSIONS. Each of the parties hereto represents and warrants that it has not dealt with any salesman, broker or finder with respect to this transaction, other than Seller's agent: Prudential California Realty, 1604 Sir Francis Drake Blvd., San Anselmo, CA 94960. Any fees or commissions between Seller and said agent for brokerage services rendered by said agent shall be the sole responsibility of Seller. 10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. To Seller's knowledge, there is no litigation pending respecting the Property. 11. SELLER'S COVENANT. As a covenant that will survive the close of escrow, Seller warrants that Seller is the sole owner of the property, free and clear of all liens, claims, encumbrances, easements, licenses, encroachments on the property from adjacent properties, encroachments by improvements or vegetation on the property onto adjacent property, or rights of way or any nature, other than those disclosed of record by Preliminary Report dated as of January 29, 2004, Order No.253681 DM SUPP, attached as Exhibit "A." 12. EFFECT OF WAIVER OF PROVISION ON REMEDY. No waiver by a party of any provision of this Agreement shall be considered a waiver of any other provision or any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by a party of any remedy provided in this Agreement or at law shall not prevent the exercise by that party of any other remedy provided in this Agreement or at law. 13. CAPTIONS, JOINT AND SEVERAL LIABILITY, CONTROLLING LAW. The captions heading the various paragraphs of this Agreement are for convenience and shall not be considered to limit, expand, or define the contents of the respective paragraphs. Masculine, feminine, or neuter gender and the singular and the plural number, shall each be considered to include the other whenever the context so requires. If either party consists of more than one -4-
person, each such person shall be jointly and severally liable. This agreement shall be interpreted under California law and according to its fair meaning, and not in favor of or against any party. 14. NO REPRESENTATION REGARDING LEGAL EFFECT OF DOCUMENT. No representation, warranty, or recommendation is made by District, its agents, employees, or attorneys regarding the legal sufficiency, legal effect, or tax consequences of this agreement or the transaction, and each signatory is advised to submit this agreement to his respective attorney before signing it. 15. ENTIRE AGREEMENT; AMENDMENTS. This Agreement embodies the entire agreement and understanding between the parties relating to the subject matter hereof and may not be amended, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. This Agreement supersedes all prior discussions, negotiations, agreements and memoranda whether oral or written. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. SELLER Mario R. Bravo Ana M. Bravo Jean J. Danon Tara L. Danon MARIN COUNTY OPEN SPACE DISTRICT By: President, Board of Directors Attest: Secretary -5-