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HomeMy WebLinkAboutAgreement A-21-132 with Habitat for Humanity Fresno Inc..pdf1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 1 AGREEMENT FOR NON-PROFIT ORGANIZATION TO PURCHSE TAX-DEFAULTED PROPERTY This Agreement for Non-Profit Organization to Purchase Tax Defaulted Property (“Agreement”) is dated ___________________ and is between Habitat for Humanity Fresno, Inc., a California nonprofit public benefit corporation (“Purchaser”), and the County of Fresno, a political subdivision of the State of California (“Seller”). Recitals A.The Purchaser represents that it is incorporated for at least one of the purposes specified in Revenue and Taxation Code section 3772.5, subdivision (b). The Purchaser’s “Articles of Incorporation of Habitat for Humanity Fresno, Inc.,” filed with the Secretary of State of the State of California on July 24, 1985, a copy of which is attached as Exhibit A to this Agreement (“Articles of Incorporation”), state that the Purchaser “is organized exclusively for religious and charitable purposes,” including “to share with our neighbors in this community who are in need of decent housing.” The Purchaser represents, in its January 27, 2021 letter to the Seller’s Auditor-Controller/Treasurer-Tax Collector, that it wishes to acquire properties “to either renovate existing properties or develop vacant land into single family or multifamily dwellings for sale to low-income residents of our community.” B.The real property identified in Exhibit B to this Agreement, titled “Property List,” is tax- defaulted and subject to the power of sale by the Seller’s Auditor-Controller/Treasurer-Tax Collector (“Tax Collector”) for the nonpayment of taxes (each a “Subject Property” and collectively the “Subject Properties”). C.The Purchaser wishes to purchase the Subject Properties under Revenue and Taxation Code, Division 1, Part 6, Chapter 8 (beginning with section 3771) (“Chapter 8”), under the provisions of this Agreement, and at the prices stated in Exhibit B to this Agreement, which were determined according to Revenue and Taxation Code section 3793.1, subdivision (a). The parties therefore agree as follows: April 27, 2021 Agreement No. 21-132 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 2 Purchase and Sale 1.1 Purchase Price. The Purchaser agrees to pay, and the Seller agrees to receive, as payment for the purchase of the Subject Properties, $27,900.00, which is the sum of the amounts shown in Exhibit B to this Agreement (“Purchase Price”). The Purchase Price is calculated according to an Effective Date, as that term is defined below, in the month of July, 2021. If the Effective Date occurs in a later month, the Purchase Price will increase to include all redemption penalties and fees incurred through the month of the sale, as required by Revenue and Taxation Code section 3793.1, subdivision (a)(2). If any Subject Property is redeemed before the date of payment under section 1.4 of this Agreement, the amount of the Purchase Price is reduced by the amount for that Subject Property as shown in Exhibit B to this Agreement. 1.2 Approval by State Controller, Notice, and Effective Date. (A)The parties acknowledge that Revenue and Taxation Code section 3795 requires this Agreement to be submitted to and approved and signed by the California State Controller (“State Controller”) before it becomes effective. Upon approval of this Agreement by both parties, the Tax Collector will submit the signed agreement to the State Controller for approval. (B)The parties further acknowledge that, under Revenue and Taxation Code section 3796, after approval of this Agreement by the State Controller, the State Controller will then direct the Tax Collector to cause notice of this Agreement to be given, and that, under Revenue and Taxation Code section 3798, the notice of this Agreement must be published for once a week for three successive weeks in a newspaper of general circulation published in Fresno County. Upon direction from the State Controller, the Tax Collector will give notice of this Agreement under Chapter 8. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 3 (C)Under Revenue and Taxation Code section 3802, this Agreement is not effective until 5:01 p.m. on the 21st day after the first publication of the notice of this Agreement under Revenue and Taxation Code section 3798, and no earlier than 60 days after the date that this Agreement is signed by the Seller (“Effective Date”). 1.3 Cost of Giving Notice. Under Revenue and Taxation Code section 3800, the actual cost of giving notice of this Agreement under Chapter 8 (“Notice Cost”) shall be paid by the Purchaser. The Tax Collector shall inform the Purchaser in writing of the amount of the Notice Cost. 1.4 Payment and Deed. Within 14 days after the Effective Date, the Purchaser shall pay the Purchase Price and the Notice Cost in cash or certified funds payable to “Fresno County Tax Collector.” Upon receipt of the Purchase Price and the Notice Cost by the Tax Collector, the Tax Collector shall, for each Subject Property, execute and record a deed conveying the title to each Subject Property to the Purchaser. Exhibit C to this Agreement, titled “Forms of Deeds,” includes the forms of the deeds that the Tax Collector will use. 1.5 Single Transaction. The Seller is selling the Subject Properties to the Purchaser in a single transaction in consideration of the Seller’s receipt of the Purchase Price. 1.6 Costs and Expenses. In addition to the Purchase Price, the Purchaser is solely responsible to pay all costs and expenses related to its purchase of the Subject Properties under this Agreement, including but not limited to the cost of surveys, title reports, environmental reports, and any other research and investigation of the Subject Properties; the cost of any proceeding to obtain a clear title to any Subject Property; and the expenses incurred in the payment, compromise, or other method of removal of any liens or adverse claims against the Subject Properties. 1.7 Real Property Taxes. The Purchase Price does not include secured property taxes on the Subject Properties for Fiscal Year 2021-22, nor any supplemental property taxes that may be billed in the future based on this transaction. The Purchaser is solely responsible for 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 4 payment in full of the Fiscal Year 2021-22 secured property taxes and any supplemental property taxes on the Subject Properties. Use of Property 2.1 Low-Income Persons Defined. “Low-income persons” means persons and families of low or moderate income, as defined by section 50093 of the Health and Safety Code. The provisions of this section shall be specified in the deeds of the Subject Properties to the Purchaser. 2.2 Residential Property. For Subject Properties that are residential property, the Purchaser shall rehabilitate and sell or rent to, or otherwise use the property to serve, low- income persons. The provisions of this section shall be specified in the deeds of the Subject Properties to the Purchaser. 2.3 Vacant Property. For Subject Properties that are vacant property, the Purchaser shall construct residential dwellings on the property and sell or rent the property to low-income persons, otherwise use the property to serve low-income persons, or dedicate the vacant property to public use. The provisions of this section shall be specified in the deeds of the Subject Properties to the Purchaser. 2.4 Use by Low-Income Persons. The Subject Properties may not be transferred, sold, leased, rented, or made use of by persons who do not qualify as low-income persons. The provisions of this section shall be specified in the deeds of the Subject Properties to the Purchaser. 2.5 Plan Compliance. For each Subject Property, the Purchaser shall comply with the consolidated plan or community development plan of the jurisdiction where the Subject Property is located. The provisions of this section shall be specified in the deeds of the Subject Properties to the Purchaser. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 5 2.6 Non-Discrimination. The Purchaser shall not discriminate in the selection of low- income persons because of color, race, creed, national origin, religion, gender, sexual orientation, age, or physical or mental handicap in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. Section 2000D), the Americans with Disabilities Act (42 U.S.C. Section 12131 et seq.), and all other applicable laws and regulations prohibiting discrimination. The provisions of this section shall be specified in the deeds of the Subject Properties to the Purchaser. Condition of Title and Property 3.1 No Seller Representations or Warranties. The Seller makes no representation or warranty, express or implied, concerning the condition of title to the Subject Properties. The Seller makes no representation or warranty, express or implied, concerning the physical condition of the Subject Properties. The Seller assumes no liability for any other possible liens, encumbrances, or easements, recorded or not recorded, on the Subject Properties. The Purchaser expressly acknowledges that does not rely upon any statements of the Seller concerning the title to or the condition of the Subject Properties and is purchasing the Subject Properties in “as is” condition. The Seller is solely responsible to research and investigate thoroughly the condition of the Subject Properties. 3.2 Environmental Condition of Property. The Seller makes no representation regarding the presence or absence of hazardous materials on the Subject Properties. The Seller expressly disclaims any apparent representations regarding the presence or absence of hazardous materials on the Subject Properties. The Seller does not assume any responsibility for, and makes no representations that the Subject Properties are in compliance with, federal, state, or local laws governing hazardous materials on the Subject Properties. The Seller in no way assumes any responsibility, implied or otherwise, for any costs or liability of any kind imposed upon or voluntarily assumed by the Purchaser or any other owner to remediate, clean 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 6 up, or otherwise bring into compliance according to federal, state, or local environmental laws property purchased. The Purchaser is solely responsible to research and investigate the condition of the Subject Properties before purchasing them. 3.3 CERCLA. The Purchaser acknowledges that the United States Code, Title 42, Section 9601(20)(d), the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) expressly excludes local and state governments, such as the Seller, from cleanup liability for properties they acquire as a result of tax delinquencies. Notwithstanding that exclusion, the Purchaser shall defend, indemnify, and hold harmless the Seller, its Board of Supervisors, officers, employees, agents, and volunteers against all claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys’ fees, arising out of or resulting from the performance of this Agreement, regardless of whether caused in part by the Seller, including but not limited to allegations that the Seller or the Seller’s Board of Supervisors, officers, agents, employees, or volunteers are liable for costs or other charges related to the remediation, clean up, or other work necessary to bring any of the Subject Properties into compliance with federal, state, or local environmental laws. 3.4 No Liability of Seller for Known or Unknown Conditions. The Purchaser agrees that the Seller and its employees are not liable, and Purchaser releases Seller and its employees from liability, for any known or unknown conditions of the Subject Properties to the same extent that Seller and its employees would not be liable for any known or unknown conditions of the Subject Properties under Revenue and Taxation Code section 3692.3 if the Subject Properties were sold at a sale under Revenue and Taxation Code, Division 1, Part 6, Chapter 7 (beginning with section 3691). Default and Breach 4.1 The Purchaser shall fully comply with the provisions of this Agreement. Events of default include: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 7 (A)Any violation of the provisions of this Agreement; (B)Transfer or lease of any Subject Property to a person who does not qualify as a low-income person as defined in Health and Safety Code section 50093. 4.2 If the Purchaser is in default, the Seller will give written notice of default to the Purchaser specifying the event of default. The Purchaser must commence to cure, correct, or remedy the default within five days after receiving the notice of default and must fully cure, correct, or remedy the default within 30 days after receiving the notice of default. If the Purchaser does not cure the default, the Purchaser shall take one of the following actions: (A)Transfer the affected Subject Property to a different nonprofit organization that qualifies under Revenue and Taxation Code section 3772.5 and that is consented to in writing by the Seller. (B)Transfer the affected Subject Property to the Seller at the sole discretion of the Seller. (C)At the sole discretion of the Seller, the Seller may permit the Purchaser to sell the affected Subject Property for costs incurred to a new Purchaser (including a for-profit entity) that agrees to continue the completion of the rehabilitation or construction of residential dwellings on the affected Subject Property to low-income person as provided in this Agreement. 4.3 If there is a transfer of any Subject Property as a result of a failure to cure a default, the Purchaser is deemed to relinquish any claim to the affected Subject Property without any compensation or refund. The Purchaser is solely responsible pay all costs required to cure a default including the transfer of any Subject Property. 4.4 In addition to any other rights or remedies, the Seller may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal action must be instituted in the Superior Court of Fresno County. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 8 Redemption or Void or Incomplete Purchase 5.1 Redemption. If any Subject Property is redeemed before the Effective Date, this Agreement is null and void as to that property but remains in full force and effect for every remaining Subject Property. 5.2 Void or Incomplete Purchase. This agreement shall become null and void and the right of redemption restored upon the failure of the Purchaser to comply with the terms and conditions of this agreement prior to the tax deed recordation. The Purchaser will be required to reimburse the Tax Collector for the costs for producing notice, publication, and actual costs incurred for preparing and conducting the Chapter 8 agreement sale if these expenses have already been incurred. Indemnity 6.1 The Purchaser shall defend, indemnify, and hold harmless the Seller, its Board of Supervisors, officers, employees, agents, and volunteers against all claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys’ fees, arising out of or resulting from the performance of this Agreement, regardless of whether caused in part by the Seller, including but not limited to any challenge to the validity of the sale of the Subject Properties under this Agreement. Notices 7.1 Contact Information. The persons and their addresses having authority to give and receive notices provided for or permitted under this Agreement include the following: For the Seller: Tax Collector County of Fresno 2281 Tulare Street, Room 105 Fresno, California 93721 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 9 taxcollectorwebmail@fresnocountyca.gov Fax: (559) 600-1449 For the Purchaser: Ashley Hedemann, Interim CEO Habitat for Humanity Fresno, Inc. 4491 East McKinley Avenue, Suite 123 Fresno, California 93727 Fax: 559-456-9192 7.2 Change of Contact Information. Either party may change the information in section 7.1 by giving notice as provided in section 7.3. 7.3 Method of Delivery. All notices between the County and the Contractor provided for or permitted under this Agreement must be in writing and delivered either by personal service, by first-class United States mail, by an overnight commercial courier service, by telephonic facsimile transmission, or by Portable Document Format (PDF) document attached to an email. (A)A notice delivered by personal service is effective upon service to the recipient. (B)A notice delivered by first-class United States mail is effective three County business days after deposit in the United States mail, postage prepaid, addressed to the recipient. (C)A notice delivered by an overnight commercial courier service is effective one County business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. (D)A notice delivered by telephonic facsimile transmission or by PDF document attached to an email is effective when transmission to the recipient is completed (but, if such transmission is completed outside of County business hours, then such delivery is deemed to be effective at the next beginning of a County business day), provided that the sender maintains a machine record of the completed transmission. 7.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 10 requirements or procedures provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). General Terms 8.1 Modification. This Agreement may not be modified, and no waiver is effective, except by written agreement signed by both parties. 8.2 Non-Assignment. Neither party may assign rights or delegate its obligations under this Agreement without the prior written consent of the other party. 8.3 Governing Law. The laws of the State of California govern all matters arising from or related to this Agreement. 8.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno County, California. Purchaser consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in the Fresno County Superior Court. 8.5 Construction. The final form of this Agreement is the result of the parties’ combined efforts. If anything in this Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement against either party. 8.6 Headings. The headings and section titles in this Agreement are for convenience only and are not part of this Agreement. 8.7 Severability. If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable terms intended to accomplish the parties’ original intent. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 11 8.8 Entire Agreement. This Agreement, including its exhibits, is the entire agreement between the Purchaser and the Seller with respect to the subject matter of this Agreement, and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature unless those things are expressly included in this Agreement. If there is any inconsistency between the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the terms of the exhibits. 8.9 No Third-Party Beneficiaries. This Agreement does not and is not intended to create any rights or obligations for any person or entity except for the parties. 8.10 Authorized Signature. The Purchaser represents and warrants to the Seller that: (A)The Purchaser is duly authorized and empowered to sign and perform its obligations under this Agreement. (B)The individuals signing this Agreement on behalf of the Purchaser are duly authorized to do so and their signatures on this Agreement legally bind the Purchaser to the terms of this Agreement. 8.11 Counterparts. This Agreement may be signed in counterparts, each of which is an original, and all of which together constitute this Agreement. [SIGNATURE PAGE FOLLOWS] 1 2 3 4 5 The parties are signing this Agreement on the date stated in the introductory clause . HABITAT FOR HUMANITY FRESNO , INC. COUNTY OF FRESNO Charles Fulle r, Board President Steve Bdb of the Board of Supervisors of the County of Fresno 6 1+--~-/24.,.-.~✓ $ ~ Attest: Bernice E. Seidel 7 Torin Blount, In terim CEO 8 Clerk of the Board of Supervisors County of Fresno , State of California 4491 East McKinley Avenue , Suite 123 9 Fresno , California 93727 10 11 12 Pursuant to the provisions of California Revenue and Taxation Code section 3795 , the foregoing 13 agreement is approved . 14 Dated : --------- 15 BETTY T. YEE , CALIFORNIA STATE CONTROLLER 16 17 By :------------------ 18 For accounting use only : 19 Org No.: Account No .: 1435 20 Fund No.: 2025 Subclass No .: 30650 21 22 23 24 25 26 12 -., tX> PB l ) RE ( ) MU ( ) oc ( ) SL { ) AGi 1281317 ARTICLES OF INCORPORATION OF HABITAT FOR HUMANITY FRESNO, INC. Fi LED In th• ollice of the Secretory of State of the State of Califomka JUL 2 4 1985 One: The name of the corporation is HABITAT FOR HUMANITY FRESNO, INC. Two: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. This corporation is organized exclusively for religious and charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) by a corpora­ tion, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. This corporation EXHIBIT A FRESNO COUNTY AUDITOR-CONTROLLER/TREASURER TAX COLLECTOR HABITAT FOR HUMANITY GREATER FRESNO AREA CHAPTER 8 TAX SALE – PARCEL DESCRIPTION EXHIBIT B ITEM #: 207 DEFAULT #: 14-01706 APN: 328-131-29 LEGAL DESCRIPTION: APN 328-131-29 MORE PARTICULARLY DESCRIBED AS ALL OF THE SOUTH HALF OFLOT 127 OF FRESNO COLONY, ACCORDING TO THE MAPRECORDED IN BOOK 2, PAGE 8 OF PLATS, FRESNO COUNTY RECORDS, EXCEPTINGTHEREFROM THE FOLLOWING DESCRIBED PARCELSA. THE SOUTH 400 FEET OF THE EAST 106 FEET THEREOF;B. THE SOUTH 200 FEET OF THE WEST 428 FEET THEREOF,C. THE NORTH 160 FEET OF THE SOUTH 360 FEET OF THE WEST 460 FEET THEREOF,D. THE SOUTH 200 FEET OF THE WEST 494 FEET THEREOF, EXCEPTING THEREFROM PARCELD. THE WEST 428 FEET AND ANY PORTION THEREOF LYING WITHIN THE EAST 166 FEET OF SAID LOT. SALES PRICE: $8,500.00 ITEM #: 215 DEFAULT #: 14-01953 APN: 355-071-34 LEGAL DESCRIPTION: APN 355-071-34 MORE PARTICULARLY DESCRIBED AS PARCEL 1 OF PARCEL MAP NO. P8303 - PM BK.44, PG 29 FRESNO COUNTY RECORDS IN THE CITY OF PARLIER. SALES PRICE: $2,400.00 ITEM #: 216 DEFAULT #: 14-01954 APN: 355-071-35 LEGAL DESCRIPTION: APN 355-071-35 MORE PARTICULARLY DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. P8303 - PM BK.44, PG 29 FRESNO COUNTY RECORDS IN THE CITY OF PARLIER. SALES PRICE: $2,100.00 ITEM #: 221 DEFAULT #: 14-02163 APN: 370-131-07 LEGAL DESCRIPTION: APN 370-131-07 MORE PARTICULARLY DESCRIBED AS LOT 8 OF BERGEN TRACT, IN THE COUNTY OF FRESNO, SATATE OF CALIFORINIA, ACCORDING TO THE MA THEREOF RECORDED IN BK 13, PG 77 OF PLATS, FRESNO COUNTY RECORDS IN THE CITY OF REEDLEY. SALES PRICE: $3,400.00 ITEM #: 256 DEFAULT #: 14-03520 APN: 443-113-07 LEGAL DESCRIPTION: APN 443-113-07 MORE PARTICULARLY DESCRIBED AS THE SOUTH 120 FEET OF THE WEST HALF OF LOT 14 OF GARDEN VILLA, ACCORDING TO THE MAP RECORDED IN BOOK 7, PAGE 99 OF PLATS, RECORDS OF SAID COUNTY IN THE CITY OF FRESNO. SALES PRICE: $8,100.00 FRESNO COUNTY AUDITOR-CONTROLLER/TREASURER TAX COLLECTOR HABITAT FOR HUMANITY GREATER FRESNO AREA CHAPTER 8 TAX SALE – PARCEL DESCRIPTION EXHIBIT B ITEM #: 277 DEFAULT #: 14-04360 APN: 465-251-05 LEGAL DESCRIPTION: APN 465-251-05 MORE PARTICULARLY DESCRIBED AS LOTS 5 AND 6, IN BLOCK 55 OF KEARNEY BOULEVARD HEIGHTS, IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 5 PAGE 59 OF RECORD OF SURVEYS, FRESNO COUNTY SALES PRICE: $1,900.00 ITEM #: 294 DEFAULT #: 14-04615 APN: 477-123-06 LEGAL DESCRIPTION: APN 477-123-06 MORE PARTICULARLY DESCRIBED AS THAT PORTION OF LOT 17 OF THE CALIFORNIA HEIGHTS ACCORDING TO THE MAP THEREOF RECORDED IN BOOK 12, PAGE 51 OF PLATS, FRESNO COUNTY RECORDS, DESCRIBED AS FOLLOWS; WEST HALF OF THE NORTH 135 FEET OF LOT 17 OF SECTION 17, TOWNSHIP 14 SOUTH, RANGE 20 EAST, MOUNT DIABLO BASE AND MERIDIAN. EXCEPTIN THEREFROM THE SOUTH 15 FEET. IN THE CITY OF FRESNO. SALES PRICE: $1,500.00