COLLEGE OF THE SEQUOIAS COMMUNITY COLLEGE DISTRICT Special Board of Trustees Meeting July 16, 2018 RESOLUTION TO AWARD CONTRACT TO PURCHASE 1 SURPLUS REAL PROPERTY COMMONLY KNOWN AS PARKING Lot 5 MOONEY BLVD. VISALIA (Resolution No. 2018-17) Status: Presented by: Action (Roll Call Vote) Christine Statton, CPA. Vice President, Administrative Services Issue The District owns property that has not been utilized for Administrative or Instructional purposes. Property Description: Vacant lot across from Visalia Campus on east side of South Mooney Boulevard, near West Myrtle Avenue, Visalia (APN 096-035-010; 35,779 square feet). It is known as Parking Lot 5 of the District. Parking Lot 5 has been declared surplus and staff was directed last year to begin the process to sell the property under Education Code sections 81360-81382. Administration has publicly offered the property to sale to the highest responsive bidder, which has been defined as the bidder responding with a proposal that offers the highest purchase price or the greatest overall value to the District. Staff has reviewed the bids that have been received and recommends awarding the bid to Legacy Investments, the party which staff considers have the highest responsive bid. Background In the late 1990 s, the District researched the possibility of sale or development of this property, but no additional steps were taken by Administration. Again, in 2016, the College of the Sequoias sought bidders for a long-term lease of Parking Lot 5. No responsive bids were received. The Board of Trustees has, by prior resolution (Resolution No. 2017-17) declared this property surplus and directed staff to conduct the required notification process under Education Code 81360-81382 to notify designated entities that this surplus property is available for sale. These notifications have been completed. The statutory response period has passed and there has been no indication of interest from any of the designated entities to purchase the property. Administration requested and was granted authority to conduct a competitive bid process to sell this surplus property to the highest responsive bidder. (Resolution No. 2018-10)
Administration conducted a public competitive bid process, reviewed the received bids, and is now returning to the Board with a recommendation to award the purchase and sale agreement to the bidder it has determined to have responded with the highest responsive bid. Analysis The following sealed bids were received by 4 PM on July 2, 2018, and were evaluated by staff: 1. Legacy Investments for $1,125,000 2. Paynter Realty for $1,100,000 Staff recommends awarding the bid to Legacy Investments, the party with what staff considers the highest responsive bid. Staff considers this bid offers the greatest overall value to the District based on the fact the bid was the highest bid, it accepted the property as-is with no request for an environmental review, and it proposed no changes to the Purchase-Sale Agreement. Staff recommends award and authorizes the Vice President of Administrative Services to complete the purchase and sale through the proposed Purchase and Sale Agreement as stated in the received bid and is further authorized to make necessary reasonable changes to complete the transaction. The sales price may not be changed. The other bid received is not recommended because of the lower value, and the proposed change to the Purchase-Sale agreement to include an environmental review. The bid did, however, include strong examples of other local development by this developer, such as Park Place Promenade, Gateway Plaza, and Sequoia Plaza. This bid also included a Right of First Refusal for COS, should the developer decide to sell in the next twenty years. As an alternative to the recommended award the Board may reject all bids and call for new bids, or remove the surplus property from sale. If the highest responsible bidder selected by the Board fails to perform, then the Administration staff will return to the Board with a recommendation for sale to the second highest bidder, Paynter Realty. Recommended Action It is recommended that the Board of Trustees adopt Resolution No. 2018-17, authorizing the Vice President of Administrative Services to complete the proposed purchase and sale of the surplus property on the proposed terms of sale contained in the awarded bid to Legacy Investments for $1,125,000 and make any reasonable changes to the purchase and sale agreement as approved by the Vice President of Administrative Services, as necessary to complete the transaction.
SEQUOIAS COMMUNITY COLLEGE DISTRICT AWARD CONTRACT TO PURCHASE SURPLUS REAL PROPERTY RESOLUTION NO. 2018-17 WHEREAS, the Sequoias Community College Districts ( District ) owns the real property located at South Mooney Blvd and West Myrtle Ave, Visalia, also known as Parking Lot 5 (the Property ); and WHEREAS, The Property has never been used for school classroom buildings or other Administrative purposes; and WHEREAS, The Board of Trustees has declared this property surplus (Resolution No. 2017-17); and WHEREAS, The Board directed staff to conduct the required notification process under Education Code 81360-81382 to notify designated entities that this surplus property is available for sale and the notifications have been completed and the statutory response period has passed and there has been no indication of interest from any of the designated entities to purchase the property; and WHEREAS, Administration requested and was granted authority to conduct a competitive bid process to sell this surplus property to the highest responsive bidder (Resolution No. 2018-10); and WHEREAS, Administration conducted a public competitive bid process, reviewed the received bids, and is now returning to the Board with a recommendation to award the purchase and sale agreement to the bidder it has determined to have responded with the highest responsive bid. NOW, THEREFORE, BE IT RESOLVED, the Board of Trustees, after review has determined that Legacy Investments is the highest responsive bidder, and hereby authorizes the Vice President of Administrative Services to complete the proposed purchase and sale of the surplus property to Legacy Investments on the proposed terms of sale contained in the awarded bid and make any reasonable changes to the purchase and sale agreement as approved by the Vice President of Administrative Services, as necessary to complete the transaction. The foregoing resolution was adopted upon the motion of Trustee seconded by Trustee, at a special meeting of the Governing Board on the 16 th of July, 2018, by the following vote: Ayes: Noes: Abstentions: 1
Absent: I, Brent Calvin, Secretary of the Board of Trustees, do hereby certify that the foregoing Resolution was adopted by the Board at a special called and conducted meeting held on said date Brent Calvin, Secretary of Board of Trustees -2-
EXHIBIT A PURCHASE AND SALE AGREEMENT 3
PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (hereinafter Agreement ) is made and effective, 2018 (the Effective Date ), by and between the COLLEGE OF SEQUOIAS COMMUNITY COLLEGE DISTRICT, a community college district organized and existing pursuant to the laws of the State of California (hereinafter the DISTRICT or SELLER ) and (hereinafter the BUYER ). DISTRICT and BUYER may be collectively referred to herein as the Parties. RECITALS This Agreement is made in regard to the following facts, understandings, and intentions of the Parties: WHEREAS, DISTRICT owns all the legal and beneficial interests in a parcel of real property identified by APN 096-035-010, a parcel approximately 35,779 square feet in size located at the intersection of South Mooney Boulevard near West Myrtle Avenue in Visalia, California, known as Parking Lot 5, and referred to herein as Property ; and WHEREAS, BUYER is interested in acquiring the Property; and WHEREAS, the Property is currently being used as a parking lot; and WHEREAS, the Property has been declared as surplus real property by DISTRICT; and WHEREAS, DISTRICT has offered, through a public process, to sell the Property to the highest responsive bidder, meaning the bid that offers the greatest overall value to the DISTRICT; and WHEREAS, BUYER wishes to purchase the PROPERTY and has submitted a bid for the Property, which DISTRICT has determined to be the highest responsive bid. AGREEMENT NOW, THEREFORE, in consideration of the above-referenced facts, the mutual covenants of the Parties contained in this Agreement and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Purchase and Sale. Subject to all of the terms, conditions and provisions of this Agreement and for the consideration enumerated in Section 2 below, DISTRICT agrees to sell to BUYER and BUYER agrees to buy, the Property. The sale and purchase of the Property shall be consummated by means of Escrow (the Escrow ) as provided in this Agreement. This agreement shall constitute the instructions for the Escrow upon acceptance by Escrow Holder. 2. Amount and Terms of Payment. A. Purchase Price. BUYER is purchasing the Property for Page 1
(the Purchase Price ). The Purchase Price shall be due at the close of escrow ( Closing ) which shall occur when all the conditions and requirements stated in Section 4 of this Agreement are met. B. Deposit. BUYER shall deposit with Escrow Holder the amount of TWENTY- FIVE THOUSAND DOLLARS ($25,000.00) (the Deposit ) after this Agreement is signed. Parties agree the Deposit shall be applicable towards the Purchase Price if Escrow closes. The Deposit shall become non-refundable after the BUYER s period to examine the title expires as stated in Section 6. 3. Conditions Precedent to Closing. As conditions precedent to the closing of the Escrow, the Parties agree to cooperatively undertake the following actions to complete the disposition and ready the Property for the Project: A. BUYER deposits into the Escrow of all funds required by Section 2. B. The removal of all exceptions to title as specified in Section 6(B). 4. Risk of Loss. Risk of physical loss to the Property shall be borne by BUYER from and after the Closing. In the event of the loss or destruction of a material part of the Property prior to the Closing from a cause other than the intentional act or omission or negligence of BUYER, then, unless DISTRICT has agreed to reduce the Purchase Price by an amount equal to the amount of the loss or destruction, at BUYER s option, both Parties shall be relieved of their obligations and this Agreement shall be deemed void and without further effect. 5. Grant Deed. At the Closing Date, DISTRICT will deliver to BUYER a Grant Deed conveying all of DISTRICT s right, title and interest in and to the Property to BUYER. 6. Title. A. Vesting. Title shall vest in BUYER upon the Closing subject to the covenants and conditions agreed to herein. B. SELLER has ordered from Title Company a preliminary title report pertaining to the Real Property (the PTR ), together with copies of all documents relating to the title exceptions referred to in such PTR (the Underlying Documents ). SELLER will provide the PTR within five (5) days of execution of this Agreement. Within twenty (20) calendar days of the later of (i) the ( Effective Date ) date of this Agreement or (ii) the receipt of the PTR and all Underlying Documents, BUYER shall notify SELLER in writing of any title exceptions identified in the PTR, which BUYER reasonably disapproves. Any exception not disapproved in writing within said twenty (20) calendars day period shall be deemed approved by BUYER, and shall constitute a Permitted Exception hereunder. BUYER and SELLER agree that (i) all non-delinquent property taxes and assessments, and (ii) all matters created by or on behalf of BUYER, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by BUYER, shall constitute Permitted Exceptions. Within ten (10) days after receipt of BUYER s notice of disapproval of title exceptions, SELLER shall notify buyer in writing of any such disapproved title exceptions which SELLER is unable or unwilling to cause to be removed or insured against prior to or at Closing and, with respect to such exceptions, BUYER then shall elect, by giving written notice to SELLER within five (5) days thereafter, 1) to terminate this Page 2
Agreement, or 2) to waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions. BUYER s failure to give such notice shall be deemed an election to waive the disapproval of any such exception. In the event BUYER elects to terminate this Agreement in accordance with this Section, (i) all documents or funds in escrow shall be returned to the party depositing the same, and (ii) this Agreement and all rights and obligations of the parties hereunder shall terminate; except that, BUYER and SELLER each shall be responsible for one-half of any title or escrow cancellation fees and BUYER s indemnification obligations contained in this Agreement shall survive such termination. C. Title Insurance. DISTRICT shall cause to be delivered to BUYER at the Closing written assurances from Title Company that it is prepared to issue to BUYER a CLTA owner's policy of title insurance in the amount of the Purchase Price, insuring BUYER as fee owner of the Property, subject only to Title Company's standard printed exclusions and exceptions and the Permitted Exceptions (the "Title Policy"). BUYER may at its sole cost and expense arrange with Title Company to have the Title Policy issued (i) as an ALTA Form B policy in place of a CLTA Policy, and (ii) with such endorsements as DISTRICT may desire; if neither of these arrangements constitute a condition to, or impede or delay, the Closing. This cost to BUYER of the ALTA policy shall be the additional expense generated by the difference between the CTLA and ALTA policies. 7. Condition of Property. A. As-Is. BUYER acknowledges and agrees that the Property shall be conveyed to BUYER as-is, in its current physical condition, with no warranties, express or implied, except as stated in Section 9, as to the physical condition thereof, the presence or absence of any latent or patent condition thereon or therein, including, without limitation, any hazardous materials thereon or therein, and any other matters affecting the Property. The DISTRICT is making no representations or warranties concerning the suitability or possibility of developing the Property for any purpose. From and after the close of the Escrow, BUYER hereby waives, releases, remises, acquits and forever discharges DISTRICT, its officers, employees, and agents of and from any and all suits, causes of action, legal or administrative proceedings, claims, demands, actual damages, punitive damages, losses, costs, liabilities, interest, attorneys fees and expenses of whatever kind and nature, in law or in equity, known or unknown, which BUYER ever had, now has, hereafter can, shall or may have or acquire or possess or arising out of or in any way connected with directly or indirectly out of, or in any way connected with, based upon, arising out of the condition, status, quality, nature, contamination or environmental state of the Property as of the Close of Escrow. This release includes claims against DISTRICT arising under The Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ( CERCLA ), and Resource Conservation and Recovery Act ( RCRA ), and companion state laws, and state and federal common law, but is not intended to diminish, extinguish or interfere with claims against third parties who may be deemed Responsible or Liable parties under same. It is the intention of this Agreement that except as otherwise expressly set forth herein, any and all responsibilities and obligations of DISTRICT to BUYER, and any and all rights or claims of BUYER, its successors and assigns and affiliated entities, as against DISTRICT arising by virtue of the physical or environmental condition of the Property are by this release provision declared null and void and of no present or future effect as to such parties; provided, that notwithstanding any other provision of this Section, nothing contained in this Section shall be deemed to create an obligation on the part of BUYER to indemnify, defend or hold harmless DISTRICT or its directors, officers, shareholders, employees, or agents, or their respective heirs, successors, personal representatives and assigns, from or against any suits, causes of Page 3
action, legal or administrative proceedings, claims, demands, actual damages, punitive damages, losses, costs, liabilities, interest, attorneys fees or expenses of whatever kind and nature, in law or in equity, brought or asserted by any third party against BUYER. With respect to the matters released by BUYER pursuant to this Section, BUYER agrees to waive the benefits of California Civil Code section 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his 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. (DISTRICT Initials) (BUYER Initials) B. Environmental Disclosures. In fulfillment of the purposes of California Health and Safety Code section 25359.7(a), DISTRICT represents and warrants that it has no knowledge and no reasonable cause to believe that any release of hazardous substances, as defined by California Health and Safety Code section 25316, has come to be located on or beneath the Property except as disclosed to BUYER. BUYER acknowledges that DISTRICT has disclosed the use of the Property as a parking lot for many years and is aware of potential contamination that can result from properties being used as parking areas. 8. Escrow. A. Establishment of Escrow. Following execution of this Agreement, the Parties agree to open an escrow at Chicago Title Company, 1750 W. Walnut Avenue, Suite A, Visalia, California (559-636-4300) ( Escrow Holder ). This Agreement shall constitute the instructions for the Escrow upon acceptance by the Escrow Holder. A duplicate original of this Agreement shall be deposited with the Escrow Holder. B. Deposits into Escrow. 1) A duplicate original of this Agreement. 2) DISTRICT shall deposit an executed and acknowledged original Grant Deed and legal description of the Property. 3) BUYER shall provide the Deposit at the opening of the Escrow, which shall be applied to the Purchase Price. 4) BUYER shall deposit the remainder of the Purchase Price prior to Closing. 5) BUYER and DISTRICT shall deposit all escrow fees and costs as Page 4
required herein. 6) The Parties shall deposit such other documents and instruments as may be reasonably necessary to allow the closing of the Escrow in accord with this Agreement. C. Costs and Expenses. Sale closing costs shall be borne by the Parties as follows (i) Title policy premium as stated above in Section 6(C), DISTRICT to pay premium for CLTA policy. (ii) All sales taxes associated with the sale of the Property, documentary transfer taxes, ad valorem taxes, if any, costs of preparing and recording the Grant Deed, and prorated property taxes and utilities incurred prior to Closing shall be paid BUYER. (iii) All Escrow fees shall be paid by BUYER. (iv) All other costs of closing the Escrow, including without limitation, filing fees, other recording fees and otherwise, shall paid for by BUYER. D. Closing/Closing Date. The sale shall close as soon as the period listed above concerning the title of the property expires or sooner if agreed to by the Parties. E. Indemnification of Escrow Holder. Escrow Holder shall be indemnified and held harmless by DISTRICT and BUYER against all costs, damages, attorney s fees, expenses and liabilities which it incurs or sustains in connection with the escrow, except for such items as may be caused by Escrow Holder s misconduct or negligence. 9. Covenants, Warranties and Representations of DISTRICT. DISTRICT has the authority to enter this Agreement, sell the Property, and to otherwise perform as set forth herein. DISTRICT is the sole owner of the Property and has the unrestricted right and power to sell it to BUYER under the terms of this Agreement. 10. Covenants, Warranties and Representations by BUYER. BUYER warrants that it has the authority to enter this Agreement, purchase the Property, pay the Purchase Price, and otherwise perform as set forth herein. 11. Survival of Warranties. The satisfaction, truth, accuracy and completeness of each of the representations, warranties and covenants of DISTRICT and BUYER contained in this Agreement, as of the date hereof and as of the close of the Escrow, shall constitute a condition precedent to the obligations of DISTRICT and BUYER respectively, hereunder. All representations, warranties and covenants set forth herein shall survive the close of the Escrow, and DISTRICT and BUYER each agree to indemnify, defend and hold the other harmless from any claim, demand, liability, loss or cost (including without limitation reasonable attorneys fees and costs) which the other may sustain arising out of any breach of or inaccuracy in the respective representations, warranties and covenants of DISTRICT and BUYER set forth in this Agreement; provided, that the representations and warranties of DISTRICT and BUYER shall survive only until the fifth anniversary of the close of the Escrow. 12. Conditions Precedent to BUYER s Obligations to Perform. BUYER s obligation to perform as set forth herein is hereby expressly conditioned on satisfaction of every one of the following conditions precedent: A. DISTRICT shall have timely performed each of the acts to be performed by it Page 5
hereunder. B. Each of the DISTRICT s representations and warranties set forth herein shall be true at the close of the Escrow as if affirmatively made at that time. 13. Conditions Precedent to DISTRICT s Obligations to Perform. DISTRICT s obligation to perform as set forth herein is hereby expressly conditioned on satisfaction of every one of the following conditions precedent: hereunder. A. BUYER shall have timely performed each of the acts to be performed by it B. Each of the BUYER s representations and warranties set forth herein shall be true at the Closing as if affirmatively made at that time. 14. Defaults and Remedies: Except as otherwise provided in this Agreement, if either party defaults in its obligations under this Agreement, the defaulting party shall immediately commence and diligently proceed to cure the default within thirty (30) calendar days after written notice of default from the other party or, if reasonable, such longer time as is reasonably necessary to remedy such a default if such default cannot be cured within thirty (30) calendar days for reasons beyond the control of the defaulting party. If the defaulting party does not promptly begin and diligently cure the default within a reasonable time, the other party may institute proceedings to cure the default, including without limitation, proceedings to compel specific performance by the defaulting party. Subject to any extension of time permitted by this Agreement, a failure or delay by a party to perform any term or provision of this Agreement constitutes a default. 15. Miscellaneous Provisions: A. Entire Agreement: This Agreement constitutes the entire agreement between the DISTRICT and BUYER as to its subject matter and no prior oral or written understanding shall be of any force or effect. No part of this Agreement may be modified without the written consent of both parties. B. Headings: Section headings are provided for organizational purposes only and do not in any manner affect the scope, meaning or intent of the provisions under the heading. C. No Third-Party Beneficiaries Intended: The Parties to this AGREEMENT do not intend to provide any other party with any benefit or enforceable legal or equitable right or remedy. D. No Partnership or Joint Venture: This Agreement shall not be construed or deemed to create a relationship of partnership or joint venture between the DISTRICT and BUYER. E. Exhibits and Recitals: The recitals and the exhibits to this Agreement are fully incorporated into and are integral parts of this Agreement. F. Conflict with Laws or Regulations/Severability: This Agreement is subject to all applicable laws and regulations. If any provision(s) of this Agreement is found by any court or Page 6
other legal authority, or is agreed by the Parties, to conflict with any code or regulation governing its subject, the conflicting provision(s) shall be considered null and void. If the effect of nullifying any conflicting provision is such that a material benefit of the Agreement to either party is lost, the Agreement may be terminated at the option of the effected party. In all other cases, the remainder of the Agreement shall continue in full force and effect. G. Further Assurances: The Parties agree to perform all further acts, and to execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the purposes of this Agreement. H. Authority: The execution and delivery of this Agreement by BUYER and DISTRICT has been duly authorized and approved by all necessary council and board action, and the consummation of the transaction contemplated hereby has been duly authorized and approved by all requisite action, and no other authorizations or approvals are necessary to enable the Parties to enter or fully comply with the terms of this Agreement. I. Agreement Survives Escrow. This Agreement shall survive the Closing and shall remain binding upon the parties with respect to those provisions for which performance is required after Closing of Escrow. J. Binding on Successors: The terms, covenants and conditions hereof shall be binding upon and shall inure to the benefit of the heirs, executors, administrators and assigns of the respective Parties hereto. K. Notices: All notices under this Agreement shall be effective upon personal delivery to DISTRICT or BUYER, three (3) business days after deposit in the United States mail, registered or certified, postage fully prepaid and addressed to the respective parties as follows: To DISTRICT: Christine Statton Vice President of Administrative Services, College of the Sequoias 915 S. Mooney Blvd Visalia, CA 93277 (559) 730-3734 christines@cos.edu To BUYER: or such other address as the Parties may from time to time designate in writing. As a matter of convenience, communication between DISTRICT and BUYER shall, to the extent feasible, be conducted orally by telephone or in person, with such communications to be confirmed and made effective in writing as set forth above provided no such oral notice or communication shall be effective unless so confirmed in writing. L. Waiver. A waiver of any breach of this Agreement by any Party shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision of this Agreement. Page 7
M. Choice of Laws/Venue. This Agreement shall be governed by the laws of the State of California and any questions arising hereunder shall be construed or determined per such law. Venue for any legal action arising from or in connection with this Agreement or the Property shall be in Tulare County, California. N. Damages/Attorneys Fees. In the event DISTRICT defaults in its obligations under this Agreement, BUYER shall have all remedies at law and in equity including specific performance; provided, however, that in an action for damages, BUYER shall be limited to recovering its actual out-of-pocket damages but not any benefit of the bargain or consequential damages. IF BUYER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY FOR ANY REASON OTHER THAN UNDER TERMINATION AS PERMITTED IN SECTION 6 OR DUE TO A BREACH BY DISTRICT OF THE WARRANTIES IN SECTION 9, THEN ALL FUNDS DEPOSITED BY BUYER UNDER SECTION 2 OF THIS AGREEMENT AND ALL ACCRUED INTEREST THEREON SHALL BE PAID TO AND RETAINED BY DISTRICT AS LIQUIDATED DAMAGES. THE AMOUNT PAID TO AND RETAINED BY DISTRICT AS LIQUIDATED DAMAGES SHALL BE DISTRICT S SOLE REMEDY IN THE EVENT OF BUYER S DEFAULT. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT DISTRICT S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT AND ACCRUED INTEREST 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 LAW, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO DISTRICT PURSUANT TO STATE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION, DISTRICT AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER S INDEMNITY OBLIGATIONS IN THIS AGREEMENT. IF THIS PARAGRAPH SHOULD BE HELD TO BE VOID FOR ANY REASON, THE DISTRICT SHALL BE ENTITLED TO THE FULL EXTENT OF DAMAGES OTHERWISE PROVIDED BY LAW. THE BUYER AND DISTRICT SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY THEIR SIGNATURES HERE: DISTRICT S INITIALS BUYER S INITIALS In the event either party commences any action, arbitration or legal proceedings for the enforcement of this Agreement, the prevailing party shall be entitled to recovery of its attorney s fees and court costs incurred in the action brought thereon. Prevailing party shall be defined as the party with a net monetary recovery, a defendant in whose favor a dismissal is entered, a defendant where neither plaintiff nor defendant obtains any relief, and a defendant as against those plaintiffs who do not recover any relief against that defendant. When any party recovers other than monetary relief and in situations other than as specified herein, the prevailing party shall be as determined by the trier of fact. Page 8
O. Construction. This Agreement is the product of negotiation and compromise on the part of each party and the parties agree, notwithstanding Civil Code Section 1654, that in the event of uncertainty the language will not be construed against the party causing the uncertainty to exist. P. Broker s Commission. DISTRICT and BUYER each warrant that no other real estate commission is due to a third-party broker, finder, or consultant as a result of this Agreement. Q. Counterparts. This Agreement may be executed counterparts, with all such executed counterparts together constituting a single, original document. Facsimile and electronic signatures shall be binding. IN WITNESS WHEREOF, the parties have executed this Agreement. DISTRICT or SELLER BUYER COLLEGE OF SEQUOIAS By: By: Page 9
Escrow Holder s Acknowledgement Escrow Holder hereby acknowledges the foregoing and agrees to act as Escrow Holder as set forth hereinabove. Date: By: Page 10