HomeMy WebLinkAbout2009-11-10 CC Item No. 9 CITY" 0 F Alecs,
L 6 LSIN OR
DREAM EXTREME
REPORT TO CITY COUNCIL
TO: HONORABLE MAYOR
AND MEMBERS OF THE CITY COUNCIL
FROM: ROBERT A. BRADY,
CITY MANAGER
DATE: NOVEMBER 10, 2009
SUBJECT: NICHOLS ROAD GAP PARCELS
Background
Pursuant to California Government Code Section 66426.5, the City of Lake Elsinore
acquired five parcels along Meridian Street (the "Property") necessary for the completion of
certain offsite improvements to Nichols Road. The completion of such improvements is
required in accordance with the conditions of approval to Vesting Tentative Tract Map
28214 - Castle & Cooke Alberhill Ranch, LLC ( "Castle & Cooke ").
Discussion
Attached is a Purchase and Sale Agreement (the "Agreement ") by and between the City
and Castle & Cooke whereby the City agrees to sell and Castle & Cooke agrees to
purchase the Property.
According to the Agreement, the acquisition price of the Property is Three Hundred Ninety
Four Thousand Two Hundred One Dollars ($394,201.00) (the "Acquisition Amount ") which
is equal to the City's total acquisition costs.
Castle & Cooke will receive a One Hundred Forty Thousand Four Hundred Eighty Nine and
92/100 Dollars ($140,489.92) credit against the Acquisition Amount for monies due and
payable by the City to Castle & Cooke as reimbursement for certain park improvements
under a separate agreement.
The balance due on the Acquisition Amount will be paid by Castle & Cooke in three equal
installment payments of Eighty Four Thousand Five Hundred Seventy and 36/100 Dollars
($84,570.36) each. The City will convey fee title to the Property to Castle & Cooke upon
receipt of the final installment payment on December 23, 2009.
CC November 10, 2009 Item No. 9
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Gap Parcel Purchase & Sale Agreement
November 10, 2009
Page 2
Fiscal Impact
No net fiscal impact - the City will be reimbursed all costs incurred in acquiring the
Property.
Recommendation
That the City Council:
1. Approve the attached Purchase and Sale Agreement; and
2. Authorize the Mayor to execute the Purchase and Sale Agreement and the Grant
Deed, both in such final form as approved by the City Attorney; and
3. Authorize the City Manager to execute the Certificate of Non - Foreign Status, in
such final form as approved by the City Attorney.
Prepared by: Barbara Leibold
r
City Attorney
Approved by: Robert A. Brady, I
City Manager
AGENDA ITEM
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OWNER: City of Lake Elsinore
APNs: 389 -100- 015 -3; 389 - 100 - 016 -4; 389 - 100 - 019 -7; 389 - 100 - 024 -1;
389 -100 -025 -2
AGREEMENT FOR
PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this
"Agreement ") is entered into as of October 23, 2009 ( "Reference Date ") by and between the
CITY OF LAKE ELSINORE, a California municipal corporation ( "Seller "), and CASTLE &
COOKE ALBERHILL RANCH, LLC, a California limited liability company ( "Buyer "). This
Agreement is for acquisition by the Buyer of certain real property hereinafter set forth in
Attachment No. 1 to Exhibit "A" and is made on the basis of the following facts, intentions and
understandings.
RECITALS
A. Seller is the present owner of that certain unimproved real property located in the
City of Lake Elsinore, California, generally described as Assessor's Parcel Nos. 389 -100- 015 -3;
389- 100 - 016 -4; 389 - 100 - 019 -7; 389 -100- 024 -1; 389 - 100 -025 -2 and more particularly described
in Attachment No. 1 to Exhibit "A" (the "Property ").
B. Pursuant to California Government Code Section 66426.5, Seller acquired the
Property necessary for Buyer to complete certain offsite improvements to Nichols Road in
accordance with the conditions of approval to Buyer's Vesting Tentative Tract Map 28214.
C. Seller desires to convey fee simple absolute title in the Property to Buyer in
accordance with the terms and conditions of this Agreement, and Buyer desires to acquire the
Property in accordance with this Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, receipt of which is
acknowledged, the parties agree as follows:
1. Purchase and Sale. Upon the terms and conditions contained herein, Buyer
hereby agrees to purchase all of Seller's right, title and interest in and to the Property from Seller
and Seller agrees to sell, assign and convey all of Seller's right, title and interest in and to the
Property to Buyer.
2. Nichols Road Acquisition Amount. Seller agrees to pay to Buyer the full
amount that Seller has invoiced for the Nichols Road right of way acquisitions, which is Three
Hundred Ninety Four Thousand Two Hundred One Dollars ($394,201.00) (the "Nichols Road
Acquisition Amount ").
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3.1 Credit. Buyer and Seller acknowledge and agree that Buyer is entitled to
a credit ( "Credit ") against the Nichols Road Acquisition Amount in the amount of One Hundred
Forty Thousand Four Hundred Eighty Nine and 92/100 Dollars ($140,489.92) for monies due
and payable by Seller to Buyer pursuant to that certain Park Site Implementation Agreement (Lot
1 of Tract 28214 -4) dated for identification purposes as of June 28, 2006, by and between Seller
and Buyer (the "Implementation Agreement "). The Credit is documented by the Account
Statement attached hereto as Exhibit `B" and incorporated herein by this reference. Buyer and
Seller further acknowledge and agree that by applying the Credit against the Nichols Road
Acquisition Amount, Seller has fully satisfied its obligations to Buyer for such amounts due
under the Implementation Agreement.
3.2 Balance on Nichols Road Acquisition Amount. After reducing the
Nichols Road Acquisition Amount by the Credit, the balance due and payable by Buyer on the
Nichols Road Acquisition Amount is Two Hundred Fifty Three Thousand Seven Hundred
Eleven and 08/100 Dollars ($253,711.08) (the "Balance ").
3.3 Installment Payments on the Balance. Buyer shall pay the Balance in
three equal installment payments of Eighty Four Thousand Five Hundred Seventy and 36/100
Dollars ($84,570.36) each (collectively, "Installment Payments ").
a. The First Installment Payment of Eighty Four Thousand Five
Hundred Seventy and 36/100 Dollars ($84,570.36) shall be made no later than October 30, 2009
(the "First Installment Payment ").
b. The Second Installment Payment of Eighty Four Thousand Five
Hundred Seventy and 36/100 Dollars ($84,570.36) shall be made no later than thirty (30) days
from October 23, 2009, or November 23, 2009 (the "Second Installment Payment ").
c. The Final Installment Payment of Eighty Four Thousand Five
Hundred Seventy and 36/100 Dollars ($84,570.36) shall be made no later than thirty (30) days
from November 23, 2009, or December 23, 2009 (the "Final Installment Payment ").
3. Transfer of Grant Deed and FIRPTA Certificate. Upon Buyer's delivery of
the Final Installment Payment, Seller shall deliver to Buyer the following:
3.1 A grant deed in substantially the form attached hereto as "Exhibit A"
transferring title to the Property to Buyer (the "Grant Deed "). Buyer shall pay both the cost of
any documentary transfer taxes on the executed and recordable Grant Deed and the fees for
recording the Grant Deed.
3.2 A certification of Non - Foreign Status under the Foreign Investment Real
Property Tax Act ( "FIRPTA Certificate ") duly executed by Seller under penalty of perjury in
substantially the form of Exhibit "C" setting forth Seller's address and taxpayer identification
number, and certifying that Seller is not a "foreign person" for purposes of Section 1445 of the
Internal Revenue Code of 1986, as may be amended, and any regulation promulgated thereunder
and Seller is not a resident taxpayer in the State of California for purposes of Revenue and
Taxation Code Sections 18805 and 26131.
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4. Representations and Warranties.
The representations and warranties set forth herein shall survive the transfer of the
Grant Deed from Seller to Buyer.
4.1 Representations and Warranties of Seller. Seller represents and
warrants to Buyer as follows:
a. Authority. Seller is the sole owner of the Property and Seller has
full right, power and lawful authority to grant, sell and convey the Property as provided herein;
and,
b. Title. Seller, at the time of the execution of this Agreement, is
seized of the Property in fee simple and is the lawful owner of and has good indefeasible title to
the Property without exceptions as demonstrated in those certain policies of title insurance which
Seller has transmitted to Buyer for Buyer's review; and,
c. Litigation. To the best of Seller's knowledge, there are no actions,
suits, material claims, legal proceedings, or any other proceedings affecting the Property or any
portion thereof, at law, or in equity before any court or governmental entity, domestic or foreign;
and,
d. Governmental Compliance. Seller has not received any notice
from any governmental agency or authority alleging that the Property is currently in violation of
any law, ordinance, rule, regulation or requirement applicable to its use and operation; and,
e. No Conflict or Violation. To the best of Seller's knowledge,
neither the execution of this Agreement nor the performance of the obligations herein will
conflict with, or constitute a default or a breach under any contract, lease, agreement or other
instrument or order which affects the Property or to which Seller is a party or by which it is
bound; and
f. FIRPTA. Seller is not a "foreign person" within the parameters of
FIRPTA or any similar state statute, or is exempt from the provisions of FIRPTA or any similar
state statute, or that Seller has complied and will comply with all the requirements under
FIRPTA or any similar state statute; and,
g. No Seller Bankruptcy. Seller is not the subject of a bankruptcy
proceeding.
4.2 Representations and Warranties of Buyer. Buyer represents and
warrants to Seller as follows:
a. Authority. Buyer has full right, power and lawful authority to
purchase the Property as provided herein; and,
Gap Parcels PSA CastleCooke 103009(2) -3-
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b. No Conflict. Buyer's execution, delivery and performance of its
obligations under this Agreement will not constitute a default or a breach under any contract,
agreement or order to which Buyer is a party or by which it is bound.
4.3 Ongoing Representations and Warranties. Until the transfer of the
Grant Deed in accordance with Section 3.1 above, Seller and Buyer shall, upon learning of any
fact or condition which would cause any of the warranties and representations made by them in
Section 4.1 and 4.2, respectively, to not be true as of the transfer of the Grant Deed from Seller
to Buyer, immediately give written notice of such fact or condition to the other party in
accordance with Section 7.4 hereof. Such exception to a representation shall not be deemed a
breach by such party hereunder, but shall constitute an exception which the other party shall have
a right to approve or disapprove.
The representations and warranties set forth in Sections 4.1 and 4.2 shall survive
the transfer of the Grant Deed to Buyer.
5. Termination. If Buyer fails to timely make Installment Payments to Seller, or if
Seller fails to timely transfer the Grant Deed and FIRPTA Certificate to Buyer, then either party
which has fully performed under this Agreement may terminate this Agreement upon providing
the other party five (5) days prior written notice of such termination. If the party receiving such
notice does not cure its failure to perform within such five (5) day period, this Agreement shall
terminate. Termination of this Agreement shall be without prejudice as to whatever legal rights
either party may have against the other arising from this Agreement. If Buyer terminates this
Agreement as a result of Seller's failure to timely transfer the Grant Deed and FIRPTA
Certificate to Buyer, then, in addition to any other remedies available to Buyer at law or in
equity, Seller shall immediately thereafter return to Buyer all and/or any portion of the Nichols
Road Acquisition Amount (include the Credit amount) previously paid by Buyer to Seller.
6. Indemnification; Limitation on Liability.
6.1 Indemnification. Buyer hereby agrees to indemnify, defend (with counsel
acceptable to Seller) and hold Seller harmless from and against any claims, damages, demands,
liabilities, losses, judgments, expenses and attorneys' fees and/or costs resulting from any
material breach of this Agreement by Buyer, including, without limitation, the falsity of any
representation or warranty made by Buyer contained in this Agreement.
6.2 Limitation on Liability. Neither Buyer nor Seller shall in any event be
entitled to, and each hereby waives, any right to seek consequential damages of any kind or
nature from the other party arising out of or in connection with this Agreement.
7. General Provisions.
7.1. Real Estate Brokerage Commission. Seller and Buyer each represent
and warrant to the other that no broker or finder is entitled to any commission or finder's fee in
connection with this transaction; and, each agrees to defend and hold harmless the other from
any claim to any such commission or fee resulting from any action on its part.
Gap Parcels PSA CastleCooke 103009(2) -4-
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7.2. Assignment. This Agreement shall be binding upon and shall inure to the
benefit of Buyer and Seller and their respective heirs, personal representatives, successors and
assigns. Buyer shall have the right to assign this Agreement or any interest or right under this
Agreement but must first obtain the prior written consent of Seller. Seller may assign any of its
rights pursuant to this Agreement without the written consent of the Buyer. In no event shall any
assignment relieve the assigning party of any of its obligations under this Agreement.
7.3. Attorneys' Fees. In any action between the parties to interpret, enforce,
award, modify, rescind, or otherwise in connection with any of the terms or provisions of this
Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive
relief, or any other relief to which it might be entitled, reasonable costs and expenses including,
without limitation, litigation costs and reasonable attorneys' fees.
7.4. Approvals and Notices. Any approval, disapproval, demand, document
or other notice ( "Notice ") which either party may desire to give to the other party under this
Agreement must be in writing and may be given by any commercially acceptable means to the
party to whom the Notice is directed at the address of the party as set forth below, or at any other
address as that party may later designate by Notice. Any Notice given under this paragraph,
whether personally or by mail shall be deemed received only upon actual receipt by the intended
party.
To Seller: City of Lake Elsinore
130 So. Main Street
City of Lake Elsinore, California 92530
Attention: Robert A. Brady
Copy to: Leibold McClendon & Mann
23422 Mill Creek Drive
Laguna Hills, California 92653
Attention: Barbara Leibold, City Attorney
To Buyer: Castle & Cooke Alberhill Ranch, LLC
2300 Norfield Court
Thousand Oaks, California 91361
Attention: Robert W. Parmele
Copy to: Castle & Cooke Alberhill Ranch, LLC
10900 Wilshire Blvd., Suite 1600
Los Angeles, CA 90024
Attn: General Counsel
7.5. Jurisdiction and Venue. This Agreement shall be construed under the
laws of the State of California in effect at the time of the signing of this Agreement. To the
extent permitted by law, the parties consent to the jurisdiction of the California courts with venue
in Riverside County.
7.6. Titles and Captions. Titles and captions are for convenience of reference
only and do not define, describe or limit the scope or the intent of this Agreement or of any of its
Gap Parcels PSA CastleCooke 103009(2) -5-
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terms. References to section numbers are to sections in this Agreement, unless expressly stated
otherwise.
7.7. No Waiver. A waiver by either party of a breach of any of the covenants,
conditions or agreements under this Agreement to be performed by the other party shall not be
construed as a waiver of any succeeding breach of the same or other covenants, agreements,
restrictions or conditions of this Agreement.
7.8. Modifications. Any alteration, change or modification of or to this
Agreement, in order to become effective, shall be made in writing and in each instance signed on
behalf of each party.
7.9. Severability. If any term, provision, condition or covenant of this
Agreement or its application to any party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the
fullest extent permitted by law.
7.10. Computation of Time. The time in which any act is to be done under this
Agreement is computed by excluding the first day, and including the last day, unless the last day
is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall
mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If
any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.
7.11. Tax and Legal Advice. BUYER REPRESENTS AND WARRANTS
THAT THE SELLER HAS NOT PROVIDED TAX OR LEGAL ADVICE TO BUYER IN
CONNECTION WITH THIS AGREEMENT. BUYER FURTHER REPRESENTS AND
WARRANTS THAT IT HAS BEEN ADVISED OF ITS RIGHT TO LEGAL COUNSEL AND
TAX ADVICE AND HAS EITHER OBTAINED THE ADVICE OF INDEPENDENT LEGAL
COUNSEL OR A TAX ADVISOR WITH RESPECT TO THE TERMS OF THIS
AGREEMENT AND ALL ATTACHMENTS HERETO AND OTHER AGREEMENTS
REQUIRED HEREBY, OR HAS KNOWINGLY AND VOLUNTARILY DECIDED NOT TO
CONSULT WITH LEGAL COUNSEL OR A TAX ADVISOR OF HIS/HER CHOOSING.
BUYER'S INITIALS:
7.12. Time of Essence. Time is expressly made of the essence with respect to
the performance by Buyer and Seller of each and every obligation and condition of this
Agreement.
7.13. Cooperation. Each party agrees to cooperate with the other in the
performance of this transaction and, in that regard, to sign any and all documents which may be
reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this
Agreement including, but not limited to, releases or additional agreements.
7.14. Offer. Any delivery of unsigned copies of this Agreement is solely for the
purpose of review by the party to whom delivered, and neither the delivery nor any prior
Gap Parcels PSA CastleCooke 103009(2) -6-
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communications between the parties shall in any way be construed as an obligation to enter into
this Agreement. The signing of this Agreement by Seller constitutes an offer that cannot be
revoked for a period of fifteen (15) days. Seller's offer shall be deemed accepted by Buyer and
this Agreement shall be binding only upon execution by or on behalf of Buyer.
8. Agreement in Total.
8.1 Merger of Prior Agreements and Understandings. This Agreement
contains the entire understanding between the parties relating to the transaction contemplated by
this Agreement. All prior or contemporaneous agreements, understandings, representations and
statements, oral or written, are merged in this Agreement and shall be of no further force or
effect.
8.2 Counterparts. This Agreement may be signed in multiple counterparts
which, when signed by all parties, shall constitute a binding agreement.
8.3 Exhibits Incorporated by Reference. All exhibits attached to this
Agreement are incorporated in this Agreement by this reference. This Agreement is executed in
three (3) duplicate originals, each of which is deemed to be an original. This Agreement
includes seven (7) pages, a signature page (Page 8) and three (3) exhibits including: Exhibit "A ",
Park Site Implementation Agreement (Lot 1 of Tract 28214 -4); Exhibit `B" Grant Deed; and
Exhibit "C ", Seller's Certification of Non - Foreign Status.
IN WITNESS WHEREOF, the Buyer and the Seller have signed this for Purchase and
Sale of Real Property on the date first set forth above.
"SELLER"
CITY OF LAKE ELSINORE
Robert E. Magee, Mayor
ATTEST:
Debora Thomsen, City Clerk
APPROVED AS TO FORM:
LEIBOLD MCCLENDON & MANN, P.C.
Barbara Leibold, City Attorney
Gap Parcels PSA CastleCooke 103009(2) -'7-
CC November 10, 2009 Item No. 9
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"BUYER"
CASTLE & COOKE ALBERHILL RANCH,
LLC
By: P-da-**\--
Name: R a h o s t W Pa, wA e.l.e_
Its: f ea-g ides+
By: //Vat
Name: Zl m y ., / L , pae
Its: Vp /(�o-� -7
Gap Parcels PSA CastleCooke _g_
103009(2).doc
CC November 10, 2009 Item No. 9
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EXHIBIT "A"
GRANT DEED
WHEN RECORDED MAIL AND
MAIL TAX STATEMENTS TO:
Castle & Cooke Alberhill Ranch, LLC
4113 Pearl Street
Lake Elsinore, California 92530
Attention: Robert W. Parmele
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
CITY OF LAKE ELSINORE, a California municipal corporation ( "Grantor "), hereby grants to
CASTLE & COOKE ALBERHILL RANCH, LLC ( "Grantee ") the real property referred to
as APN Nos. 389 - 100 - 015 -3; 389 - 100 - 016 -4; 389 - 100 - 019 -7; 389 - 100 - 024 -1; 389 - 100 -025 -2
and described in Attachment No.1 attached hereto and incorporated herein by reference.
"GRANTOR"
CITY OF LAKE ELSINORE
Robert E. Magee, Mayor
ATTEST:
Debora Thomsen, City Clerk
APPROVED AS TO FORM:
LEIBOLD MCCLENDON & MANN, P.C.
Barbara Leibold, City Attorney
Exhibit "A"
Gap Parcels PSA CastleCooke 103009(2) CC November 10, 2009 Item No. 9
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ATTACHMENT NO. 1
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Riverside, City of
LAKE ELSINORE, described as follows:
APN: 389 - 100 -015 -3
LOT 4 IN BLOCK 17 OF HOFF'S FIRST ADDITION TO TERRA COTTA CITY, AS
SHOWN BY MAP ON FILE IN BOOK 2 PAGE 568 OF MAPS, RECORDS OF SAN DIEGO
COUNTY, CALIFORNIA.
APN: 389 - 100 -016 -4
LOT 2 OF BLOCK 17 OF HOFF'S FIRST ADDITION TO TERRA COTTA CITY, AS
SHOWN BY MAP ON FILE IN BOOK 12, PAGE(S) 568, INCLUSIVE, OF MAPS,
RECORDS OF SAN DIEGO COUNTY, CALIFORNIA.
APN: 389 - 100 -019 -7
LOT 10 IN BLOCK 17 OF HOFF'S FIRST ADDITION TO TERRA COTTA CITY, AS
SHOWN BY MAP ON FILE IN BOOK 12, PAGE 568 OF MAPS, RECORDS OF SAN
DIEGO COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL MINERAL RIGHTS.
APN: 389 -100 -024 -1
LOT 8 IN BLOCK 17 OF HOFF'S FIRST ADDITION TO TERRA COTTA CITY, AS
SHOWN BY MAP ON FILE IN BOOK 12, PAGE 568 OF MAPS, RECORDS OF SAN
DIEGO COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL MINERAL RIGHTS.
APN: 389 - 100 -025 -2
LOT 6 OF BLOCK 17 OF HOFF'S FIRST ADDITION TO TERRA COTTA CITY, AS PER
MAP RECORDED IN BOOK 12, PAGE 568 OF MAPS, RECORDS OF SAN DIEGO
COUNTY, CALIFORNIA.
EXCEPTING AND RESERVING ALL MINERAL RIGHTS TO WHATEVER NATURE.
Attachment 1 to Exhibit "A"
Gap Parcels PSA Castle Cooke 103009(2) CC November 10, 2009 Item No. 9
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STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , before me, , Notary Public,
(Print Name of Notary Public)
personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the state of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature Of Notary
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED
DOCUMENT
❑ Individual
❑ Corporate Officer
Title(s) Title Or Type of Document
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney -In -Fact
❑ Trustee(s) Number Of Pages
❑ Guardian/Conservator
❑ Other:
Date Of Document
Signer is representing:
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Attachment 1 to Exhibit A
Page 2
Gap Parcels PSA CastleCooke 103009(2) CC November 10, 2009 Item No. 9
Page 13 of 21
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me, , Notary Public,
(Print Name of Notary Public)
personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his /her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the state of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature Of Notary
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED
DOCUMENT
❑ Individual
❑ Corporate Officer
Title(s) Title Or Type of Document
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney -In -Fact
❑ Trustee(s) Number Of Pages
❑ Guardian/Conservator
❑ Other:
Date Of Document
Signer is representing:
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Attachment 1 to Exhibit A
Page 3
Gap Parcels PSA CastleCooke 103009(2) CC November 10, 2009 Item No. 9
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EXHIBIT "B"
ACCOUNT STATEMENT
[Attached]
Exhibit "B"
Gap Parcels PSA CastleCooke 103009(2) CC November 10, 2009 Item No. 9
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CITY OF LAKE ELSINORE
Castle & Cooke Alberhill Ranch
ACCOUNT RECONCILLIATION
Type Date Num Memo Due Date Open Balance Amount
Invoice 3/31/2008 454 4/30/2008 $394,201.32 $394,201.32
Credit 3/24/2009 CM -454 $253,711.40 $140,489.92
Installment 1 10/23/2009 10/30/2009 $169,141.04 $84,570.36
Installment 2 10/23/2009 11/23/2009 $84,570.36 $84,570.36
Installment 3 10/23/2009 12/23/2009 $0 $84,570.36
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CITY OF LAKE ELSINORE Invoice
130 S. Main St.
Lake Elsinore, CA 92530
Date Invoice #
(951) 674- 3124 x216 3/31/2008 454
Bill To
Castle & Cooke
Lake Elsinore Outlets
17600 Collier Ave., Ste A100
Lake Elsinore. (:'A 9253(
Terms
Net 30
Quantity Description Rate Amount
1 Acquisition of 5 Parcels on Nichols Road per Alisha Santana 49,719.97 49,719.97
at Leibokl, McClendon & Mann, P.C. and Matt Pressey at
the City of Lake Elsinore
1 Acquisition of Properties on Nichols Road per 343,648.85 343,648.85
Alisha Santana at Lcibold, McClendon & Mann, P.C. and
Mau Press at the City of Lake Elsinore
1 Acquisition Photos on 5/9/2007 and 832.50 832.50
Prof. Svcs • Condemnation on 5.10/2007
(Sec attached for Breakdown of chows)
c "'' 'Please reference above invoice number with payment.***
Thank you Total 5394,201.32
1 ,
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CC November 10, 20 09 Item Nag
Page 18 of 21
CITY OF LAKE ELSINORE Statement
130 S. Main St.
Lake Elsinore, CA 92530 Date
(951) 674 -3124 x214 4/1/2009
To:
Castle & Cooke
2300 Norfolk Court
Thousand Oaks, CA 91361
Amount Due Amount Enc.
$253,711.40
Date Transaction Amount Balance
02/28 /2009 Balance forward 394,201.32
03/24/2009 CREDMEM #CM •454. - 140,489.92 253,711.40
CURRENT 1 -30 DAYS PAST 31 -60 DAYS PAST 61 -90 DAYS PAST OVER 90 DAYS Amount Due
DUE DUE DUE PAST DUE
0.00 0.00 0.00 0.00 253,711.40 $253,711.40
CC November 10, 2009 Item No. 9
Page 19 of 21
CITY OF LAKE EI:SINORE Credit Memo
130 S. Main St.
Lake Elsinore, CA 92530 Date Credit No.
(951) 674 -3124 x214
3/24/2009 CM -454
Customer
Castle & Cooks
2300 Norfolk Court
Thousand Oaks, CA 91361
P.O. No. Project
•
Description Qty Rate Amount
Refundable Deposit #R-3354 for construction trailer applied to 2,000.00 - 2,000.00
invoice 4454
credit reversed - 2,000.00 2,000.00
CRS 961 balance, inactive since 1 1/30/05, applied to invoice 4454 4,428.90 - 4,428.90
credit reversed . 4,428.90 4,428.90
CRS 962 balance, inactive since 01/31/00, applied to invoice 4454 17,636.10 - 17,636.10
credit reversed - 17,636.10 17,636.10
Alberhill Ranch Park implementation agreement reimbursetnent 140,489.92 - 140,489.92
payment
Total $- 140,489.92
Invoices $140,489.92
Balance Credit $0
CC November 10, 2009 Item No. 9
Page 20 of 21
EXHIBIT "C"
SELLER'S CERTIFICATION OF NON - FOREIGN STATUS
CITY OF LAKE ELSINORE
To inform CASTLE & COOKE ALBERHILL RANCH, LLC, a California limited
liability company ( "Transferee ") that withholding of tax under Section 1445 of the Internal
Revenue Code of 1986, as amended ( "Code ") will not be required upon the transfer of certain
real property described as Assessor's Parcel Nos. Nos. 389 - 100 - 015 -3; 389 - 100 - 016 -4; 389-100 -
019 -7; 389 - 100 - 024 -1; 389 -100 -025 -2 located in the City of Lake Elsinore, California to the
Transferee by the CITY OF LAKE ELSINORE (the "Transferor "), the undersigned hereby
certify the following:
1. We are not nonresident aliens for purposes of United States income taxation;
2. Our United States taxpayer identification number is
3. Our address is
City of Lake Elsinore
130 So. Main Street
City of Lake Elsinore, California 92530
Attention: Robert A. Brady
Transferor understands that this Certification may be disclosed to the Internal Revenue
Service by the Transferee and that any false statement contained herein could be punished by
fine, imprisonment, or both.
Under penalty of perjury, we declare that we have examined this Certification and to the
best of our knowledge and belief it is true, correct, and complete, and we further declare that we
have authority to sign this document.
"SELLER"
CITY OF LAKE ELSINORE
Robert A. Brady, City Manager
Exhibit "C"
Gap Parcels PSA CastleCooke 103009(2) CC November 10, 2009 Item No. 9
Page 21 of 21