HomeMy WebLinkAboutGilroy Gardens - Seller Estimated Closing Statement
r,ge3@ Chicago Title Company
8060 Santa Teresa Blvd" Suite 100, Gilroy, CA 95020
408 842-8211 . FAX 408 842-4317
DATE: February 27, 2008
ESCROW NO.: 07-98702516-JW
LOCATE NO.: CACTI7743-7743-2987-0098702516
ESCROW OFFICER: Jan Wallace
TIME: 2:47 PM
CLOSING DATE: February 29, 2008
SELLER ESTIMATED CLOSING STATEMENT
SELLER:
BUYER:
PROPERTY:
Gilroy Gardens Family Theme Park, A Delaware Non Profit Corporation
City of Gilroy, a municipal corporation of the State of California
Hecker Pass Highway, Gilroy, CA 95020
$ DEBITS
$ CREDITS
FINANCIAL:
Total Consideration
Trust Indenture deposits from Bond Trustee - est
14,250,000.00
471,178.00
PRORATIONS! ADJUSTMENTS:
Funds delivered to Bond Trustee
14,250,000.00
ESTIMATED NET PROCEEDS DUE SELLER
$471,178.00
$14,721,178.00
$14,721,178.00
ESTIMATED TOTALS
The Undersigned hereby instruct and authorize Escrow Holder to disburse proceeds/refund as follows:
[] TRANSFER [ ] All Net Proceeds/Refund, or [ ] $
TO:
ATTN:
ESCROW NUMBER:
[] HOLD check for PICK UP
[] CALL when check is ready for PICK UP, PHONE NUMBER:
[] WIRE funds to (Bank Name):
Bank Address:
Account Holder Name:
Routing Number:
Account Number:
For further credit to:
Account Number:
[ ]
MAIL [] FEDERAL EXPRESS check to:
& ~/~ cZ/L1'
Date:
Gilroy Gardens Family liheme Park, A Delaware Non Profit Corporation
,) .'
By: .. l/ '2------------
.' /
Bob Kraemer
(clsstmtpsn)(09-07) Initials
.@ Chicago Title Company
8060 Santa Teresa Blvd., Suite 100, Gilroy, CA 95020
408 842-8211 · FAX 408 842-4317
SELLER'S ESCROW INSTRUCTIONS
Date: February 27, 2008
Escrow No.: 07-98702516-JW
Locate No.: CACTI7743-7743-2987-0098702516
Escrow Officer: Jan Wallace
IjWe hand you herewith:
- Deed from Gilroy Gardens Family Theme Park, Inc, a Delaware non profit corporation to City of Gilroy, a municipal
corporation
- Approved copy of Preliminary Report
- written consent of Board of Directors of Gilroy Gardens Family Theme Park Inc.,
- amended bylaws
- bill of sale,
- assignment of Intagible property
- copy of Certificate of Amendment of Articles of Incorporation from Bonfante Gardens to Gilroy Gardens
- tax forms 1099, 593 and Non Foreign Investor Affidavit
- owner declaration
- Lease (2) and Memorandum of Lease
which you are authorized to deliver and/or record when you hold a recordable form a deed of reconveyance of the Senior Bond
Deed of trust ( as described in the Purchase and Sale Agreement) and has caused same to be duly recorded in the Officical
records of Santa Clara County, and
when Chicago Title Company has received, for the benefit of seller, all Trust Indenture deposits (as such term is defined in
the Purchase and Sale Agreement) and in a position to distribute same to seller, and
You are in a position to disburse sale proceeds in accordance with the estimated closing statement contained herein (subject
to adjustment),
and when you can procure/issue a binder of title insurance for CLTA Standard Coverage Policy - 1990 coverage form
from Chicago Title Insurance Company with a liability of $14,250,000.00 on the property described in your Preliminary
Report No. 98702516, dated January 16, 2008, a copy of which I/we have read and hereby approve.
SHOWING TITLE VESTED IN:
City of Gilroy, a municipal corporation
FREE FROM ENCUMBRANCES EXCEPT:
1. Current general and special taxes for the Fiscal year in which this escrow closes first installment paid, second open and
payable, and taxes for the ensuing year, if any, a lien not yet due and payable;
2. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section
75) of the Revenue and Taxation Code of the State of California;
3. Bonds and Assessments with no delinquent payments, if any;
4. Covenants, conditions, restrictions, reservations, easements and rights of way now of record, if any;
5. Exceptions numbered 2007-08 taxes fully paid, exceptions 20-39 inclusive, 42-56 inclusive, 58-7~;tnclusive, 76-84
inclusive as shown in your preliminary report. '. )
SELLERjTRANSFEROR STATES THAT PROPERTY ADDRESS IS:
Hecker Pass Highway, Gilroy, CA 95020
PRORATIONS:
Prorate as of Close of Escrow, on the basis of a 360 day year: none
ADDmONAL INSTRUCTIONS:
1. CLOSE OF ESCROW: Close of escrow to be on or before February 29, 2008, thereafter, unless revoked by
written demand on you by the undersigned in accordance with Paragraph 7 of General Provisions attached hereto and
made a part hereof.
2. FACSIMILE SIGNATURE: Escrow Holder is hereby authorized and instructed that, in the event any party utilizes
"facsimile" transmitted signed documents or instructions to Escrow Holder, you are to rely on the same for all escrow
instruction purposes and the closing of escrow as if they bore original signatures. Each party shall provide to the
Continued on Following Page
(nssins14)(09-06)
Initials:
Date:, February 27, 2008
Escrow No.: 07-98702516-JW
,Locate No.: CACTI7743-7743-2987-0098702516
Page 2
other party and to Escrow Holder, within 72 hours after transmission, duplicate original documents or instructions
bearing the original signatures. Each party further acknowledges and agrees that documents with non-original
signatures may not be accepted for recording by the County Recorder, therefore no closing or recording may take
place without the submission of the original documents.
3. GOOD FUNDS-DISBURSE WHEN AVAILABLE: Buyer and Seller authorize and instruct Chicago Title Company to
record all documents required in this escrow when all the conditions of this escrow have been met and upon receipt
and deposit of all funds necessary to consummate this transaction in the form of a cashier's check, teller's check or
certified check regardless of whether the funds are available for disbursement in accordance with California Insurance
Code 12413.1. Immediately upon availability of the deposited instrument, Chicago Title Company is instructed to
disburse all funds in accordance with these instructions and/or the attached estimated closing statement.
4. The undersigned principals to the above-referenced transaction do hereby authorize and instruct to release the
documents that are pertinent to the successful closing of this transaction to the undersigned for signature outside of
the Chicago Title Company office. It is understood by the undersigned parties that some of the documents provided
will require Notarization, and as such the Notary will be someone other than an employee or authorized Notary of
Chicago Title Company. The principals further understand and assume any and all liabilities in conjunction with
providing this authorization and hereby release Chicago Title Company of any responsibility and liability of the affects
of this action.
5. SUPPLEMENTAL TAX: As previously set forth herein, Escrow Holder is instructed to pro-rate taxes on the latest tax
bill as of the close of escrow. In view of the change of ownership of the subject property which will take place on the
close of this escrow, due to the passage of Chapter 498 and 1102, Statutes of 1983 of the State of California
(commonly referred to as Senate Bill No. 813 and Assembly Bill No. 399 respectively), it is to be expected that the
taxing authorities will reassess the property and issue a subsequent tax bill. Seller and Buyer acknowledge their
awareness of the foregoing and hereby release and relieve Escrow Holder of all liability in connection herewith, and
Escrow Holder shall not be further concerned with the above reassessment in any respect.
Continued on Following Page
Initials:
Date: February 27, 2008
Escrow No.: Q7-98702516-JW
Locate No.: CACTI7743-7743-2987-0098702516
pagei.\
GENERAL PROVISIONS
1. DEPOSIT OF FUNDS
The law dealing with the disbursement of funds requires that all
funds be available for withdrawal as a matter of right by the title entity's
escrow and/or sub escrow account prior to disbursement of any funds.
Only cash or wire-transferred funds can be given immediate availability
upon deposit. Cashier's checks, teller's checks and Certified checks may be
available one business day after deposit. All other funds such as personal,
corporate or partnership checks and drafts are subject to mandatory
holding periods which may cause material delays in disbursement of funds
in this escrow. In order to avoid delays, all fundings should be wire
transferred. Outgoing wire transfers will not be authorized until
confirmation of the respective incoming wire transfer or of availability of
deposited checks.
Deposit of funds into general escrow trust account unless
instructed otherwise. You may instruct Escrow Holder to deposit your
funds into an interest bearing account by signing and returning the "Notice
of Opportunity to Open Interest Bearing Account", which has been
provided to you. If you do not so instruct us, then all funds received in this
escrow shall be deposited with other escrow funds in one or more general
escrow trust accounts, which include both non-interest bearing demand
accounts and other depository accounts of Escrow Holder, in any state or
national bank or savings and loan association insured by the Federal
Deposit Insurance Corporation (the "depository institutions") and may be
transferred to any other such escrow trust accounts of Escrow Holder or
one of its affiliates, either within or outside the State of California. A
general escrow trust account is restricted and protected against claims by
third parties and creditors of Escrow Holder and its affiliates.
Receipt of benefits by Escrow Holder and affiliates. The parties
to this escrow acknowledge that the maintenance of such general escrow
trust accounts with some depository institutions may result in Escrow
Holder or its affiliates being provided with an array of bank services,
accommodations or other benefits by the depository institution. Some or
all of these benefits may be considered interest due you under California
Insurance Code Section 12413.5. Escrow Holder or its affiliates also may
elect to enter into other business transactions with or obtain loans for
investment or other purposes from the depository institution. All such
services, accommodations, and other benefits shall accrue to Escrow
Holder or its affiliates and Escrow Holder shall have no obligation to
account to the parties to this escrow for the value of such services,
accommodations, interest or other benefits.
Said funds will not earn interest unless the instructions otherwise
specifically state that funds shall be deposited in an interest-bearing
account. All disbursements shall be made by check of Chicago Title
Company. The principals to this escrow are hereby notified that the funds
deposited herein are insured only to the limit provided by the Federal
Deposit Insurance Corporation. Any instruction for bank wire will provide
reasonable time or notice for Escrow Holder's compliance with such
instruction. Escrow Holder's sole duty and responsibility shall be to place
said wire transfer instructions with its wiring bank upon confirmation of (1)
satisfaction of conditions precedent or (2) document recordation at close of
escrow. Escrow Holder will NOT be held responsible for lost interest due to
wire delays caused by any bank or the Federal Reserve System, and
recommends that all parties make themselves aware of banking regulations
with regard to placement of wires.
In the event there is insufficient time to place a wire upon any
such confirmation or the wires have closed for the day, the parties agree to
provide written Instructions for an alternative method of disbursement.
WITHOUT AN ALTERNATIVE DISBURSEMENT INSTRUCTION, FUNDS WILL
BE HELD IN TRUST IN A NON-INTEREST BEARING ACCOUNT UNTIL THE
NEXT OPPORTUNITY FOR WIRE PLACEMENT.
2. PRORATIONS AND ADJUSTMENTS
All prorations and/or adjustments called for in this escrow are to
be made on the basis of a thirty (30) day month unless otherwise
instructed in writing. You are to use information contained on last
available tax statement, rental statement as provided by the Seller,
beneficiary's statement and fire insurance policy delivered into escrow for
the prorations provided for herein.
3. SUPPLEMENTAL TAXES
The within described property may be subject to supplemental
real property taxes due to the change of ownership taking place through
this escrow. Any supplemental real property taxes arising as a result of the
transfer of the property to Buyer shall be the sole responsibility of Buyer
and any supplemental real property taxes arising prior to the closing date
shall be the sole responsibility of the Seller. TAX BILLS ISSUED AFTER
CLOSE OF ESCROW SHALL BE HANDLED DIREcrL Y BETWEEN BUYER AND
SELLER.
4.UTILrnES/POSSESSION
Transfer of utilities and possession of the premises are to be
settled by the parties directly and outside escrow.
S. PREPARATION AND RECORDATION OF INSTRUMENTS
Escrow Holder is authorized to prepare, obtain, record and
deliver the necessary instruments to carry out the terms and conditions of
this escrow and to order the policy of title insurance to be issued at close
of escrow as called for in these instructions. Close of escrow shall mean
the date instruments are recorded.
6. AUTHORIZATION TO FURNISH COPIES
You are authorized to furnish copies of these instructions,
supplements, amendments, notices of cancellation and closing statements,
to the Real Estate Broker(s) and Lender(s) named in this escrow.
Continued on Following Page
7. RIGHT OF CANCELLATION
Any principal instructing you to cancel this escrow shall file notice
of cancellation in your office in writing. You shall, within two (2) working
days thereafter, deliver, one copy of such notice to each of the other
principals at the addresses stated in this escrow. UNLESS WRITTEN
OBJECTION TO CANCELLATION IS FILED IN YOUR OFFICE BY A
PRINCIPAL WITHIN TEN (10) DAYS AFTER DATE OF SUCH MAILING, YOU
ARE AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND
PAYMENT OF YOUR CANCELLATION CHARGES. If written objection is filed,
you are authorized to hold all money and instruments in this escrow and
take no further action until otherwise directed, either by the principals'
mutual written instructions, or by final order of a court of competent
jurisdiction.
8. PERSONAL PROPERTY
No examination or insurance as to the amount or payment of
personal property taxes is required unless specifically requested.
By signing these General Provisions, the parties to the escrow
hereby acknowledge that they are indemnifying the Escrow Holder against
any and all matters relating to any "Bulk Sales" requirements, and instruct
Escrow Agent to proceed with the closing of escrow without any
consideration of matter of any nature whatsoever regarding "Bulk Sales"
being handled through escrow.
9. RIGHT OF RESIGNATION
Escrow Holder has the right to resign upon ten (10) days written
notice delivered to the principals herein. If such right is exercised, all funds
and documents shall be returned to the party who deposited them and
Escrow Holder shall have no liability hereunder.
10. AUTHORIZATION TO EXECUTE ASSIGNMENT OF HAZARD
INSURANCE POLICIES
Either Buyer, Seller and/or Lender may hand you the insurance
agent's name and insurance policy information, and you are to execute, on
behalf of the principals hereto, form assignments of interest in any
insurance policy (other than title insurance) called for in this escrow,
forward assignment and policy to the insurance agent, requesting that the
insurer consent to such transfer and/or attach a loss payable clause and/or
such other endorsements as may be required, and forward such policy(s)
to the principals entitled thereto. It is not your responsibility to verify the
information handed you or the assignability of said insurance. Your sole
duty is to forward said request to insurance agent at close of escrow,
Further, there shall be no responsibility upon the part of Escrow
Holder to renew hazard insurance policy(s) upon expiration or otherwise
keep it in force either during or subsequent to the close of escrow,
Cancellation of any existing hazard insurance policies is to be handled
directly by the principals, and outside of escrow,
11. ACTION IN INTERPLEADER
The principals hereto expressly agree that you, as Escrow
Holder, have the absolute right at your election to file an action in
interpleader requiring the principals to answer and litigate their several
claims and rights among themselves and you are authorized to deposit with
the clerk of the court all documents and funds held in this escrow. In the
event such action is filed, the principals jointly and severally agree to pay
your cancellation charges and costs, expenses and reasonable attorney's
fees which you are required to expend or incur in such interpleader action,
the amount thereof to be fixed and judgment therefore to be rendered by
the court. Upon the filing of such action, you shall thereupon be fully
released and discharged from all obligations imposed by the terms of this
escrow or otherwise.
12. TERMINATION OF AGENCY OBLIGATION
If there is no action taken on this escrow within six (6) months
after the "time limit date" as set forth in the escrow instructions or written
extension thereof, your agency obligation shall terminate at your option
and all documents, monies or other items held by you shall be returned to
the parties depositing same. In the event of cancellation of this escrow,
whether it be at the request of any of the principals or otherwise, the fees
and charges due Chicago Title Company, including expenditures incurred
and/or authorized shall be borne equally by the parties hereto (unless
otherwise agreed to specifically).
13. CONFLICTING INSTRUCTIONS
Upon receipt of any conflicting instructions, you are to take no
action in connection with this escrow until non-conflicting instructions are
received from all of the principals to this escrow (subject to sections 7, 9,
11 and 12 above).
14. REIMBURSEMENT ATTORNEY FEES/ESCROW HOLDER
In the event that a suit is brought by any party or parties to
these escrow instructions to which the Escrow Holder is named as a party
which results in a judgment in favor of the Escrow Holder and against a
principal or principals herein, the principals or principals' agent agree to pay
said Escrow Holder all costs, expenses and reasonable attorney's fees
which it may expend or incur in said suit, the amount thereof to be fixed
and judgment therefore to be rendered by the court in said suit.
lS.DELIVERY/RECEIPT
Delivery to principals as used in these instructions unless
otherwise stated herein is to be by regular mail, and receipt is determined to be 72 hours after such mailing. All documents, balances and statements
due to the undersigned are to be mailed to the address shown herein. All
notices, change of Instructions, communications and documents are to be
delivered in writing to the office of Chicago Title Company as set forth
herein.
Initials:
Date: February 27, 2008
Escrow No.: 07-98702516-JW
Locate .No.: cACTI7743-77 4 3- 2987 -0098702516
Page 5
16. STATE/FEDERAL CODE NOTIFICATIONS
According to Federal Law, the Seller, when applicable, will be
required to complete a sales activity report that will be utilized to generate
a 1099 statement to the Internal Revenue Service.
Pursuant to State Law, prior to the close of escrow, Buyer will
provide Escrow Holder with a Preliminary Change of Ownership Report. In
the event said report Is not handed to Escrow Holder for submission to the
County in which subject property is located, upon recording of the Grant
Deed, Buyers acknowledge that the applicable fee will be assessed by said
County and Escrow Holder shall debit the account of Buyer for same at
close of escrow.
Buyer and Seller herein represent and warrant that they will seek
and obtain independent legal advice and counsel relative to their
obligations under the "Foreign Investors In Real Property Act", and any
other applicable federal and/or state laws regarding same, and will take all
steps necessary in order to comply with such requirements and hereby hold
you harmless relative to their compliance therewith.
17. ENCUMBRANCES
Escrow Holder is to act upon any statements furnished by a
lienholder or his agent without liability or responsibility for the accuracy of
such statements. Any adjustments necessary because of a discrepancy
between the information furnished Escrow Holder and any amount later
determined to be correct shall be settled between the parties direct and
outside of escrow.
You are authorized, without the need for further approval, to
debit my account for any fees and charges that I have agreed to pay in
connection with this escrow, and for any amounts that I am obligated to
pay to the holder of any lien or encumbrance to establish the title as
insured by the policy of title Insurance called for in these instructions. If for
any reason my account Is not debited for such amounts at the time of
closing, I agree to pay them immediately upon demand, or to reimburse
any other person or entity who has paid them.
18. ENVIRONMENTAL ISSUES
Chicago Title Company has made no investigation concerning
said property as to environmental/toxic waste issues. Any due diligence
required or needed to determine environmental impact as to forms of
toxification, if applicable, will be done directly and by principals outside of
escrow. Chicago Title Company is released of any responsibility and/or
liability in connection therewith.
19. USURY
Escrow Holder is not to be concerned with any questions of
usury in any loan or encumbrance involved in the processing of this escrow
and is hereby released of any responsibility or liability therefore,
20. DISCLOSURE
Escrow Holder's knowledge of matters affecting the property,
provided such facts do not prevent compliance with these instructions,
does not create any liability or duty in addition to these instructions.
21. FACSIMILE SIGNATURE
Escrow Holder is hereby authorized and instructed that, in the
event any party utilizes "facsimile" transmitted signed documents or
instructions to Escrow Holder, you are to rely on the same for all escrow
instruction purposes and the closing of escrow as if they bore original
signatures. Each party shall make every effort to provide to the other party
and to Escrow Holder, within 72 hours after transmission, duplicate original
documents or instructions bearing the original signatures. Each party
further acknowledges and agrees that documents with non-original
signatures may not be accepted for recording by the County Recorder,
therefore no closing or recording may take place without the submission of
the original documents.
22. CLARIFICATION OF DUTIES
Chicago Title Company serves ONLY as an Escrow Holder in
connection with these instructions and cannot give legal advice to any
party hereto.
Escrow Holder is not to be held accountable or liable for the
sufficiency or correctness as to form, manner of execution, or validity of
any instrument deposited in this escrow, nor as to the identity, authority or
rights of any person executing the same. Escrow Holder's duties
hereunder shall be limited to the proper handling of such money and the
proper safekeeping of such instruments, or other documents received by
Escrow Holder, and for the disposition of same in accordance with the
written instructions accepted by Escrow Holder.
The agency and duties of Escrow Holder commence only upon
receipt of copies of these Escrow Instructions executed by all parties.
THIS AGREEMENT IN ALL PARTS APPLIES TO, INURES TO THE BENEFIT OF, AND BINDS ALL PARTIES HERETO, THEIR
HEIRS, LEGATEES, DEVISEES, ADMINISTRATORS, EXECUTORS, SUCCESSORS AND ASSIGNS, AND WHENEVER THE CONTEXT
SO REQUIRES THE MASCULINE GENDER INCLUDES THE FEMININE AND NEUTER, AND THE SINGULAR NUMBER INCLUDES
THE PLURAL. THESE INSTRUCTIONS AND ANY OTHER AMENDMENTS MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AS AN ORIGINAL AND BE EFFECTIVE AS SUCH.
MY SIGNATURE HERETO CONSTITUTES INSTRUCTION TO ESCROW HOLDER OF ALL TERMS AND CONDmONS CONTAINED
IN THIS AND ALL PRECEDING PAGES AND FURTHER SIGNIFIES THAT I HAVE READ AND UNDERSTAND THESE GENERAL
PROVISIONS.
Chicago Title Company conducts escrow business under a Certificate of Authority No. 350 issued by the
California Department of Insurance.
By:
.'......~~ ...
//':", ,....
Gilroy Gardens Family Th€;ffie Park, A Delaware Non Profit Corporation
/ / / ',/~/
,~-'
Robert Kraemer, president
RECEIVED BY: Chicago Title Company
BY:
DATE:
Fidelity National Title Grouo of Comoanies' Privacy Statement
July I, 2001
We recognize and respect the privacy expectations of today's consumers and the requirements of applicable federal and state privacy laws. We believe that
making you aware of how we use your non-public personal information ("Personal Information"), and to whom it is disclosed, will form the basis for a
relationship of trust between us and the public that we serve. This Privacy Statement provides that explanation. We reserve the right to change this Privacy
Statement from time to time consistent with applicable privacy laws.
In the course of our business, we may collect Personal Information about you from the following sources:
. From applications or other forms we receive from you or your authorized representative;
. From your transactions with, or from the services being performed by, us, our affiliates, or others;
. From our internet web sites;
From the public records maintained by governmental entities that we either obtain directly from those entities, or from our affiliates or others;
and
From consumer or other reporting agencies.
Our Policies Regarding the Protection of the Confidentiality and Security of Your Personal Information
We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized access or intrusion, We limit access to the
Personal Information only to those employees who need such access in connection with providing products or services to you or for other legitimate business
purposes.
Our Policies and Practices Regarding the Sharing of Your Personal Information
We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate settlement service providers, We also
may disclose your Personal Information:
to agents, brokers or representatives to provide you with services you have requested;
to third-party contractors or service providers who provide services or perform marketing or other functions on our behalf; and
. to others with whom we enter into joint marketing agreements for products or services that we believe you may find of interest.
In addition, we will disclose your Personal Information when you direct or give us permission, when we are required by law to do so, or when we suspect
fraudulent or criminal activities. We also may disclose your Personal Information when otherwise permitted by applicable privacy laws such as, for example,
when disclosure is needed to enforce our rights arising out of any agreement, transaction or relationship with you.
One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such documents may contain your
Personal Information.
Right to Access Your Personal Information and Ability to Correct Errors or Request Changes or Deletion
Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom your Personal Information has
been disclosed. Also, certain states afford you the right to request correction, amendment or deletion of your Personal Information. We reserve the right,
where permitted by law, to charge a reasonable fee to cover the costs incurred in responding to such requests,
All requests must be made in writing to the following address:
Fidelity National Title Group, Inc,
Privacy Compliance Officer
601 Riverside Avenue
Jacksonville, FL 32204
Multiple Products or Services
If we provide you with more than one financial product or service, you may receive more than one privacy notice from us. We apologize for any inconvenience
this may cause you.
Privacy Statement (privacy) (11/0S)
..
Chicago Title Company
Proceeds from Real Estate Transactions as required by the Internal Revenue Service
Substitute Form 1099-S
Branch Address
8060 Santa Teresa Blvd., Suite 100
Gilroy, CA 95020
County Santa Clara County # 2987
This is important tax information and is being furnished to the
Internal Revenue Service, as required by section 1521 of the
Tax Reform Act of 1986. If you are required to file a return,
a negligence penalty or other sanction will be imposed if this
income is taxable and the IRS determines that it has not
been reported.
TYPE OR MACHINE PRINT ONLY
Escrow No.: 07-98702516-JW
Locate No.: CACTI7743-7743-2987-0098702516
PROPERTY ADDRESS - SEE PAGE 2 FOR EXAMPLES
Hecker Pass Highway, Gilroy, CA 95020
Date of closing:
Assessors Parcel Number (APN) - 783-05-011,12,13, 810-17-026,29,14,15,2124,25, 810-18-010,011,002,
PROCEEDS FOR THIS SALE WENT TO: (MULTIPLE SELLERS - Use one form for each seller. Treat husband and wife
as one seller (filing joint tax returns) unless requested otherwise, then separate forms must be used.)
See page 2 before completing 31-1574450
1. Gilroy Gardens Family Theme Park, formerly Bonfante
Gardens Inc.
Sellers Name (First, MI, Last)
2.
Federal Tax ID# for this seller
(List only the Tax ID# for the seller listed on Line 1,
spouse Tax ID# not required. Executor/Trustee
should not list their name as the seller unless they
are going to report the proceeds on their personal
income tax return.)
TOTAL CONSIDERATION (SEE PAGE 2 TO CALCULATE)
$ 100 Total Consideration [
% Percentage of ownership for this seller [
$ GROSS Allocated Proceeds
(Total consideration multiplied by percentage of ownership) $
Exchange (If checked)
Check here if the maximum determinable proceeds
cannot be determined with certainty
Tax Credit to Seller
MAILING ADDRESS:
3050 Hecker Pass Highway
Check here if the address
is outside of the U.S.A.
Gilroy, California
95020
I hereby cel;t:ifY, under penalty of perjury, that I have read the above information and it is true and correct.
.l/ Z/<>,(/'---'-_._-_..u
T~ansferors Signature
Glroy Gardens Family Theme Park, Inc.
Date
by: Robert Kraemer
its: President
Date
CE-104
(1099) (Rev. 07-04)
Page 1
Non-Foreign Certification - Transferee and Transferor
GILROY GARDENS FAMILY THEME PARK, FORMERLY BONFNNTE GARDENS INC.
1.
2.
is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations);
Gilroy Gardens Family Theme Park. Inc.
is not a disregarded entity as defined in 91.1445-2(b )(2)( iii).
3. Gilroy Gardens Family Theme Park
U.S. employer identification number is
31-1574450
; and
4. The office address is
3050 Hecker Pass Highway. Gilroy. California
95020
The Transferor/Seller understands that this certification may be disclosed to the Internal Revenue Service by
Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge
and belief it is true, correct, and complete, and I further declare that I have authority to sign this document
on behalf of Seller.
J. ";J'_ .. . ~
By:
Robert
Kraemer
Title: President
Date: February 28. 2008
IV. Certification by Buyer
I have examined this certification and to the best of my knowledge and belief it is true, correct and complete.
Date:
Buyer City of Gilroy, a municipal corporation
by:
Buyer
Anna Jatezak
Interim City Administra~or
FIRPTA-1007-A
(firptacert)(04-06 )
Page 2 of 2
Seller, Buyer and Escrow Holder to maintain a copy for five (5) years
Rev. 10/31/03
YEAR
CALIFORNIA FORM
2008
Real Estate Withholding Certificate
593-C
Part I . Seller's Information
Name (Including spouse/RDP, If Jointly owned. see instructions - type or print)
Return this form to our escrow com an
o SSN or mN 0 FEIN 0 CA Corp no,
3050 Hecker Pass Highway
City
ZIP Code
Ownership Percentage
100
%
Gilroy 95020
Property address (If no street address, provide parcel number and county)
3050 Hecker PaSS Highway, Gilroy, Ca 95020
Read the following and check the appropriate boxes. (See line-by-line notes in the instructions).
Part II - Certifications which fully exempt the sale from withholding: YES NO
1. Does the property qualify as the seller's (or decedent's, if being sold by the decedent's estate) principal residence within the meaning
of Internal Revenue Code (IRC) Section 121? ...............................,...........,..........................................,.........................,.............,..............,.0 0
2. Did the seller (or decedent, if being sold by the decedent's estate) last use the property as the seller's (decedent's) principal residence
within the meaning of IRC Section 121 without regard to the two-year time period? ..................................,............,....,...........................,...... 0 0
3. Will the seller have a loss or zero gain for California income tax purposes on this sale? (To check YES, you must complete
Form 593-E, Real Estate Withholding - Computation of Estimated Gain or Loss, and have a loss or zero gain on line 16)..,................................ 0 0
4. Is the property being compulsorily or involuntarily converted and does the seller intend to acquire property that is similar or
related in service or use to qualify for nonrecognition of gain for California income tax purposes under IRC Section 1033?..,..,.........................,. 0 0
5. Will the transfer qualify for nonrecognition treatment under IRC Section 351 (transfer to a corporation controlled by the
transferor) or IRC Section 721 (contribution to a partnership in exchange for a partnership interest)? .......,...................................................... 0 0
6. Is the seller a corporation (or an LLC classified as a corporation for federal and California income tax purposes) that is either /
qualified through the California Secretary of State or has a permanent place of business in California? .............................................,...............Pl( 0
7. Is the seller a partnership (or an LLC that is classified as a partnership for federal and California income tax purposes and is
not a disregarded single member LLC) with recorded title to the property in the name of the partnership or LLC?
(If yes, the partnership or LLC must withhold on nonresident partners or members as required) ..............................,........................,.............. 0 0
8. Is the seller a tax-exempt entity under either California or federal law? ,....................................,......,....,..,.........,.......................................,... 0 0
9. Is the seller an insurance company, individual retirement account, qualified penSion/profit sharing plan, or charitable
remainder trust? .. ..... .............. '................... ........ .................. ,...,...... ..........., '......, .... ......,....,......, ,...' ...... ............,....,'....,.,.... ........... ...... ..... 0 0
Part III - Certifications that may partially or fully exempt the sale from withholding:
Real Estate Escrow Person: See instructions for amounts to withhold.
10. Will the transfer qualify as a simultaneous like-kind exchange within the meaning of IRC Section 10317.......,.......................................0 0
11. Will the transfer qualify as a deferred like-kind exchange within the meaning of IRC Section 1031 ?........................,.............................O 0
12. Will the transfer of this property be an installment sale that you will report as such for California tax purposes and has the
buyer agreed to withhold on each principal payment instead of withholding the full amount at the time of transfer? ........................,....0 0
Part IV - Seller's Sianature
Under penalties of perjury, I hereby certify that the information provided above is, to the best of my knowledge, true and correct. If conditions change, I will
promptly inform the withholding agent. I understand that the Franchise Tax Board may review relevant escrow documents to ensure withholding compliance
and that completing this form does not exempt me from filing a California income or franchis~ tali return to!report this sale,
Seller's Name and Title Robert Kraemer, Pres Seller's Signature
Gilroy Gardens Family Theme Park Inc.
~ ~~~m\~~KOC~X
"
Date
Date
Please verify that the SSN or ITIN listed above in Part I of this form is correct.
Seller: If you checked YES to any question in Part II, you are exempt from real estate withholding,
If you checked YES to any question in Part III, you may qualify for a partial or complete withholding exemption,
If you checked NO to all of the questions in Part II and Part III, the withholding will be 3 1/3% (,0333) of the total sales pnce or the
optional gain on sale withholding amount certified by seller on Form 593,
If you are withheld upon, the withholding agent should give you one copy of Form 593, Real Estate Withholding Tax Statement. Attach a
copy to the lower front of your California income tax return and make a copy for your records.
You should keep Form 593-C for five years following the close of the transaction. You must furnish the form to the FTB upon request.
7131083
r-
:or Privacy Notice, get form FTB 1131.
Form 593-C C2 2007
Wallace,Jan
From:
Sent:
To:
Subject:
David Nevis [DLN@millermorton.com]
Wednesday, February 27, 2008 9:58 AM
Wallace, Jan
Fwd: Gilroy Gardens Tax ID
Jan. Here is Gilroy Gardens Federal Tax ID#.
David L. Nevis
Miller, Morton, Caillat & Nevis
25 Metro Drive, 7th Floor
San Jose, CA 95110
Telephone : ( 4 0 8 ) 292 - 1 7 6 5
Facsimile: (408) 436-8272
E-mail: dnevis@millermorton.com
The information contained in this e-mail message is intended only for the personal and
confidential use of the recipient(s) named above. This message may be an attorney-client
communication and as such is privileged and confidential. If the reader of this message
is not the intended recipient or an agent responsible for delivering it to the intended
recipient, you are hereby notified that you have received this document in error and that
any review, dissemination, distribution, or copying of this message is strictly
prohibited. If you have received this communication in error, please notify us
immediately bye-mail and delete the original message.
>>> "Garay, Gabriela" <Maria.Garay@cagreatamerica.com> 2/26
Hi David,
:,1.4 PM >>>
Bob asked that I e-mail our..tax ID to you.. .the number is 31-1574450.
Gaby
x"
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@ Chicago Title Company
8060 Santa Teresa Blvd., Suite 100, Gilroy, CA 95020
408842-8211 . FAX 408 842-4317
ADDITIONAL ESCROW INSTRUCTIONS
Date: February 27, 2008
Escrow No.: 07-98702516-JW
Locate No.: CACTI7743-7743-2987-0098702516
TO: Chicago Title Company
The previous instructions in this escrow are hereby modified and/or amended in the following particulars only:
THE PURCHASE PRICE FOR THE PROPERTY IS APPROXIMATE. THE EXACT PURCHASE PRICE SHALL BE AN
AMOUNT EQUAL TO A SUM WHICH IS SUFFICIENT TO (I) CAUSE THE DEFEASANCE OF ALL SENIOR LIEN
BONDS OUTSTANDING AS OF NOV. 1, 2007, EXCLUDING SENIOR LIEN BONDS ( IF ANY) WHICH HAVE
BEEN PURCHASED BY THE CITY AND TENDERED TO THE BOND TRUSTEE FOR RmREMENT, AS REQUIRED
TO ENABLE THE EXECUTION, DELIVERY AND RECORDATIONN OF A DEED OF RECONVEYANCE OF THE
SENIOR BOND DEED OF TRUST; AND (II) PAY ALL COSTS AND EXPENSES INCURRED TO EFFECTUIATE THE
DEFEASANCE OF THE SENIOR LIEN BONDS, INCLUDING WITHOUT LIMITATIONS ALL ESCROW AND OTHER
FEES AND COSTS CHARGED BY THE BOND TRUSTEE, BOND COUNSEL, VERIFICATION AGENT AND
FINANCIAL ADVISORS.
(\
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Gilroy Gardens Family Thefl)e Park, A Delaware Non Profit Corporation
.1 .1 ,/ ,/
By:
Robert/Kraemer
(.'.,/ !/.I
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CE.l3 (Rev. 5/94)
(addlnst)(2-01)
~) Chicago Title Company
8060 Santa Teresa Blvd., Suite 100, Gilroy, CA 95020
408842-8211. FAX 408842-4317
DATE: February 26, 2008
ESCROW NO: 07-98702516-JW
LOCATE NO.: CACTI7743-7743-2987-0098702516
PROPERTY ADDRESS:
Hecker Pass Highway, Gilroy, CA 95020
EFFECTIVE JANUARY 1, 2007
NOTIFICATION TO BUYER ON DISPOSITION
OF CALIFORNIA REAL PROPERTY
In accordance with Section 18662 of the Revenue and Taxation Code, a Buyer may be required to withhold an amount equal
to 3 1/3 percent of the sale price or an alternative withholding amount certified by the Seller in the case of a disposition of
California real property interest by either:
1. A Seller who is an individual, trust, estate, or when the disbursement instructions authorize the proceeds to be sent to
a financial intermediary of the Seller, OR
2. A Corporate Seller that has no permanent place of business in California immediately after the transfer of title to the
California property.
The Buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount
required to be withheld or five hundred dollars ($500).
However, notwithstanding any other provision included in the California statutes referenced above, no Buyer will be required to
withhold any amount or be subject to penalty for failure to withhold if any of the following apply:
1. The sale price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000).
2. The Seller executes a written certificate, under the penalty of perjury, certifying that the Seller is a corporation with a
permanent place of business in California.
3. The Seller, who is an individual, trust, estate, or a corporation without a permanent place of business in California,
executes a written certificate, under the penalty of perjury, of any of the following:
A. The California real property being conveyed is the Seller's or Decedent's principal residence (within the meaning of
Section 121 of the Internal Revenue Code).
B. The last use of the property being conveyed was use by the Transferor as the Transferor's principal residence
(within the meaning of Section 121 of the Internal Revenue Code).
C. The California real property being conveyed is or will be exchanged for property of like kind (within the meaning
of Section 1031 of the Internal Revenue Code), but only to the extent of the amount of gain not required to be
recognized for California income tax purposes under Section 1031 of the Internal Revenue Code.
D. The California real property has been compulsorily or involuntarily converted (within the meaning of Section 1033
of the Internal Revenue Code) and that the Seller intends to acquire property similar or related in service or use
so as to be eligible for nonrecognition of gain for California income tax purposes under Section 1033 of the
Internal Revenue Code.
E. The California real property transaction will result in a loss or net gain not required to be recognized for California
income tax purposes.
The Seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding
requirement.
(buyernot)(02-07)
Date: February 26, 2008
Escrow No.: 07-98702516-JW
Locate No.: CACTI7743-7743-2987-0098702516
Page 2
THE PARTIES TO THIS TRANSACTION SHOULD SEEK THE PROFESSIONAL ADVICE AND COUNSEL OF
AN ATTORNEY, ACCOUNTANT OR OTHER TAX SPECIALIST'S OPINION CONCERNING THE EFFECT OF
THIS LAW ON THIS TRANSACTION AND SHOULD NOT ACT ON ANY STATEMENTS MADE OR OMITTED
BY THE ESCROW OR CLOSING OFFICER.
, I
City of Gilrpy\ ,I ~--;-l-
\0\\j'J\~\ \ \:} \ jkN
, J
(buyernot)
, .
~) Chicago Title Company
8060 Santa Teresa Blvd" Suite 100, Gilroy, CA 95020
408 842-8211 . FAX 408 842-4317
DATE: February 27,2008
ESCROW NO.: 07-98702516-JW
LOCATE NO.: CACTI7743-7743-2987-0098702516
ESCROW OFFICER: Jan Wallace
TIME: 5:20 PM
CLOSING DATE: February 29,2008
BUYER ESTIMATED CLOSING STATEMENT
SELLER:
BUYER:
PROPERTY:
Gilroy Gardens Family Theme Park, A Delaware Non Profit Corporation
City of Gilroy, a municipal corporation of the State of California
Hecker Pass Highway, Gilroy, CA 95020
$ DEBITS
$ CREDITS
FINANCIAL:
Total Consideration
14,250,000.00
PRORATIONS! ADJUSTMENTS:
Funds delivered to Bond Trustee
14,250,000.00
TITLE CHARGES:
01-0-CLTA Standard - 1990 for $14,250,000.00
Endorsement Fee(s)
01A-CLTA Binder - Form A for $14,250,000.00
Recording Reconveyance(s)
Recording Memo of lease
12,825.00
3,949.00
1,283.00
24.00
30.00
ESCROW CHARGES:
Escrow Fee to Chicago Title
Notary Fees
2,500.00
120.00
MISCELLANEOUS:
to be determined for ADDmONAL Recording, doc prep, etc
---;-> 1,000.00
ESTIMATED BALANCE DUE ESCROW
$21,731.00
ESTIMATED TOTALS
$14,271,731.00
$14,271,731.00
'\
(clsstmtpbn)( 09-07)
Initials