BUYOUT AGREEMENT

BUYOUT AGREEMENT

BETWEEN

CARLOS RICHARD MARTINEZ (1^ST PARTY)

AND

VERONICA NICOLE RICO (2^ND PARTY)

-FOR-

Santa Ana River, Prado Dam Basin, Facility No: E01PD, Parcel No.: 21-006

(THE “PROPERTY”)

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THIS BUYOUT AGREEMENT is made on the …………..day of……….20……., entered into by the abovenamed 1^st and 2^nd Party (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s legal representatives, heirs, administrators, executors, successors and permitted assigns. 

Parties agree to the following terms and conditions and to be bound thereby:

1. APPLICATION OF TERMS AND THE PERFORMER UNDERSTANDING
2. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents.
3. Clause headings are inserted for convenience only and shall be ignored in construing this agreement.
   1. “Agreement” or “Contract” means this agreement, and other documents forming part of this agreement.
   1. In this agreement, unless the context otherwise requires, any reference to:
4. The singular includes the plural and vice versa;
5. The male gender includes the female gender and vice versa; and
6. Any agreement or other document includes that agreement or other form as varied or replaced by the Parties in writing from time to time.
7. Parties shall exercise utmost good faith under this agreement.

• COMMENCEMENT AND DURATION

This agreement shall be valid from the date of execution until termination.

• PURPOSE OF THE AGREEMENT

The purpose of this agreement is to provide for the distribution of the Parties’ interests to the Property.

• PURCHASE PRICE AND PAYMENT TERM
• The 1^st Party shall pay the 2^nd Party $40k for the 2^nd Party’s portion of the property subject to the 2^nd Party agreeing to sign a quick-release off the title to the property;
• The 2^nd Party shall vacate the property within two (2) weeks upon receiving the said $40k; and
• The 2^nd Party shall receive half of the proceeds from the settlement with the intended user (s) and once the property is reappraised after the settlement, the 2^nd Party shall receive half of any equity minus the $40k already received and minus any mortgage payments not made by the 2^nd Party after vacating the premises.
• The Parties agree that there shall be necessary deduction from the amount due to them after the appraisal e.g. legal fees, taxes and payments to the lender.
• NON-ASSIGNMENT

A party shall not transfer or assign this agreement without the other party’s written consent (which consent shall not be unreasonably withheld). Any such action, if attempted, shall be void and without force or effect.

• DISPUTE RESOLUTION

Any dispute under this agreement shall be resolved by Mediation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.

• TERMINATION 
• Either party may terminate this agreement at any time upon breach of the contract by the other party e.g the 2^nd Party’s failure to vacate the property within the stipulated time line.
• Either party may terminate this agreement at any time if the other party agrees to the termination in writing.
• The termination of this agreement shall not discharge the liabilities accumulated by either party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

• changes to the agreement

Either party may request changes to the agreement but they will only be effective if agreed in writing, signed by all parties and recorded.  If any ambiguity is found in the agreement or various documents forming this agreement, the 1^st Party shall issue any necessary clarification or instruction.

• Force Majeure
• For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
• A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered as a breach of this agreement, provided that the party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

1. CONFIDENTIALITY

 A Party shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement, whether such information or matter is stated to be confidential or not, without the express written permission of the other Party

1. NO WAIVER

Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

1. SEVERABILITY

The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

1. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

1. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. Save as may otherwise be provided in this agreement, the terms and conditions set out in this agreement are the only terms on which the Parties are prepared to deal with each other.

1. NOTICES

The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

CARLOS RICHARD MARTINEZ: ___________________________________________

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___________________________________________

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 VERONICA NICOLE RICO: ___________________________________________

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1. GOVERNING LAW

This agreement shall be governed in all respects by the California State Laws.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.

Signed by CARLOS RICHARD MARTINEZ Signature:  Name:  Date:………………………………………

Signed by VERONICA NICOLE RICO Signature :  Name:  Date:…………………………………………….……