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HomeMy WebLinkAboutContracts & Agreements_114-2017 RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS DATED JUNE 6, 2017 BY AND BETWEEN THE CITY OF REDLANDS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS ("SELLER"), a political subdivision of the State of California, AS SELLER AND REDLANDS FOOD HALL, LP AS BUYER TABLE OF CONTENTS Page I PURCHASE AND SALE 1 2 PURCHASE PRICE 1 21 Deposit 1 22 Deposit of Balance of Purchase Price 2 3 ESCROW 2 3 1 Opening of Escrow 2 32 Termination/Cancellation 2 4 ACTIONS PENDING CLOSING 3 41 Title 3 42 Deliveries by Seller 3 5 DESCRIPTION OF PROPERTY 3 5 1 The Real Property 3 52 The Intangible Property 4 6 CONDITIONS TO CLOSING 4 6 1 Buyei's Closing Conditions 4 62 Seller's Closing Conditions 5 7 CLOSING 5 71 Closing Date 5 72 Deliveries by Seller 5 73 Deliveries by Buyer 6 74 Actions by Escrow Agent 7 75 Closing Costs 8 76 Closing Statement 8 77 Deliveries Outside of Escrow 9 8 SELLER'S REPRESENTATIONS AND WARRANTIES 9 8 1 Due Organization 9 82 Seller's Authority, Validity of Agreements 9 83 No Third-Party Rights 9 84 Litigation 9 85 Zoning and Condemnation 10 86 No Violations of Environmental Laws 10 87 No Other Commitments 10 88 Wells 10 89 Landfill/Waste Disposal Site 10 8 10 Property Materials 10 8 11 Permits and Approvals 10 812 Actual Knowledge 10 813 Survival 11 9 BUYER'S REPRESENTATIONS AND WARRANTIES 11 9 1 Due Organization 11 92 Buyer's Authority, Validity of Agreements 11 93 Survival 11 10 AS-IS 12 11 RISK OF LOSS 13 111 Condemnation 12 112 Casualty 12 12 REMEDIES 13 121 Default by Seller 13 122 Default by Buyer 13 13 BROKERS 14 14 MISCELLANEOUS PROVISIONS 14 141 Entire Agreement 14 142 Modification, Waiver 15 143 Notices 15 144 Expenses 16 145 Severability 16 146 Successors and Assigns 16 147 Counterparts 16 148 Governing Law, Jurisdiction, 16 149 Headings 17 1410 Time of Essence 17 1411 Furthei Assurances 17 1412 Construction 17 1413 Attorneys' Fees 18 1414 Business Days 18 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of,lune 6, 2017 (the "Agreement Date"), by and between the CITY OF REDLANDS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a political subdivision of the State of California("Seller"), and REDLANDS FOOD HALL, LP, a California limited partnership ("Buyer"), for the purpose of setting forth the agreement of the Parties and to provide instructions to Escrow Agent with respect to the transaction contemplated by this Agreement Seller and Buyer are also sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS A Seller is the owner of that certain real property located at 330 N Third Street in the City of Redlands ("City"), San Bernardino County (the "County"), State of California, known as APNs 0169-281-47, 48, 49 and 50 as more particularly described on Exhibit "A" attached to and made a part of this Agreement (collectively, the "Land") The Land, together with the Improvements, the balance of the Real Property, and the Intangible Property (each as defined in Section 5), are sometimes collectively referred to in this Agreement as the "Property " B Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, upon and subject to the terms and conditions set forth in this Agreement AGREEMENT In consideration of the mutual agreements contained in this Agreement and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree, and instruct Escrow Agent, as follows I PURCHASE AND SALE Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase and acquire from Seller,the Property on all of the terms and conditions of this Agreement 2 PURCHASE PRICE The purchase price for the Property(the "Purchase Price") shall be Three Hundred Twenty Thousand Dollars ($320,000 00), in cash The Purchase Price shall be payable as follows 21 Deposit Buyer has deposited into an "Escrow" (as defined below)the sum of Ten Thousand Dollars ($10,000 00) (which amount,together with any and all interest earned thereon, shall be referred to in this Agreement as the "Deposit") The Deposit is non-refundable, except as specifically provided otherwise in this Agreement, and shall be credited against the Purchase Price at Closing 2 1 1 Refund of Deposit If Buyer elects to terminate this Agreement due to (a) a Seller Default, as defined in Section 12 1) hereunder, (b) a failure of a Buyer's Condition to I I.IcaldjnilAgreements\r]NAL_MOD_PSA_11_17_16 as amended 6 1 17 docx Closing, or(c) the occurrence of any other event which by the terms of this Agreement gives rise to Buyer's right to terminate this Agreement and receive a refund of the Deposit, then, subject to the terms of Section 12 1, (1)the Deposit shall Immediately be returned by Escrow Agent to Buyer, or to the extent previously released to Seller, refunded to Buyer by Seller, (it)this Agreement and the Escrow shall terminate,and(m)the Parties shall have no further obligation to one another with respect to this Agreement, except with respect to such provisions which by their terms survive the termination of this Agreement 2 1 2 Interest The Initial Deposit and any other cash held by Escrow Agent for the benefit of Buyel shall be held in a federally Insured Interest bearing account, and the interest shall accrue to Buyer's benefit 2 1 3 Indenendent Consideration Notwithstanding the terms of Section 2 1 1, a portion of the Deposit in the amount of One Hundred Dollars ($100 00) (the "Independent Consideration") shalI be non-refundable to Buyei as independent consideration for the rights extended to Buyer under this Agreement The Independent Consideration shall be applicable towards the Purchase Price 22 Deposit of Balance of Purchase Price Buyer shall, at least one (1) business day prior to Closing(as defined in Section 7 1), deposit Into Escrow in the form of wire transfer, cash of a certified or bank cashier's check for Immediately available funds,the amount of the Purchase Price less the Deposit, plus Buyer's closing costs and Buyer's share of any prorations to be made in accordance with this Agreement 3 ESCROW Opening of Escrow Buyer and Seller have caused an escrow ("Escrow") to be opened with Ticor Title Company of California located at 4120 Concours Ave , Ste 400, Ontario, CA 91764, Attention Loretta Hovey, ("Escrow Agent") by delivery to Escrow Agent of a fully executed copy of this Agreement Escrow Agent shall promptly deliver to Buyer and Seller written confirmation of the date of the "Opening of Escrow " As used in this Agreement, the term "Opening of Escrow"means the day on which Escrow Agent receives a fully executed copy of this Agreement and has notified each Party in writing of such receipt 3 1 Escrow Instructions This Agreement shall constitute escrow instructions to Escrow Agent as well as the agreement of the Parties If any other printed escrow instructions are requested of the Parties and the terms thereof conflict or are inconsistent with any provision of this Agreement or any deed, instrument, or document executed or delivered in connection with the transaction contemplated hereby, the provisions of this Agreement, or such deed, instrument, or document shall control Escrow Agent is hereby appointed and designated to act as Escrow Agent and Instructed to deliver, pursuant to the terms of this Agreement, the documents and funds to be deposited into Escrow as provided this Agreement 32 Termination/Cancellation Upon any termination or cancellation (the terms being used interchangeably in this Agreement) by either of the Parties as expressly allowed under this Agreement(including,without limitation,any deemed termination or cancellation),(a)the Deposit shall be delivered to the Party that this Agreement specifies is entitled to the same, (b) all documents, instruments, and funds delivered Into Escrow shall be returned to the Party that 2 IlcaldlmlAgreementsl171NAL_MOD_PSA_11_17_16 as amended 6 1 17 docx delivered the same into Escrow,and(c)the Parties shall thereafter be relieved from furthei liability under this Agreement, except with respect to any obligations under this Agreement that are expressly stated to survive any termination of this Agreement A copy of any notice of termination allowed under this Agreement shall be sent to Escrow Agent by the Party electing to terminate Upon a termination or cancellation by either of the Parties for any reason other than a default by Sellet, Buyer shall deliver to Seller copies of all third-party reports, plans, studies, applications or any other matters obtained by or prepared for Buyer in connection with Buyer's review of the Property and which relate to the physical condition of the Property, including, without limitation, any physical inspection, engineering, and environmental reports completed and/or obtained by Buyer in connection with Buyer's review of the Property (collectively, "Property Condition Documents"), but excluding any documents that are subject to the attorney client privilege or that contain proprietary of confidential information Seller understands and acknowledges that neither Buyer nor any of Buyer's representatives makes any representation or warranty to Seller as to the accuracy or completeness of the Property Condition Documents and that Buyer and Buyer's representatives have not made or will not make any attempt to verify the data contained in the Property Condition Reports Seller agrees that Buyer and Buyer's representatives shall not have any liability to Seller as a result of Seller's use of the Property Condition Documents 4 ACTIONS PENDING CLOSING 41 Title 42 Deliveries by Seller On or before 5 00 p m on the third (3rd) Business Days after the Opening of Escrow, Seller shall cause Ticar Title Company of California ("Title Insurer"), to issue and deliver to Buyer, at Buyer's sole cost and expense, (a) a current commitment for an ALTA extended coverage Owner's Policy of Title Insurance for the Real Property (the "Title Report") and (b) legible copies of all documents referenced as exceptions in the Title Report (collectively with the Title Report,the "Title Documents") 43 Condition of Title at Closina Upon the Closing, Seller shall sell, transfer, and convey to Buyer fee simple title to the Real Property by a duly executed and acknowledged grant deed in the form of Exhibit "B" attached hereto (the "Grant Deed"), subject only to the Permitted Exceptions and the reservations and other matters, if any, referenced or described in said Grant Deed 44 Entitlements and Zoning Buyer shall have the right, during the term of this Agreement, to pursue all property-specific entitlements in connection with Buyer's intended use of the Property The cost or expense of preparing for or filing for any such applications by Buyer pursuant to this Section 4 4 shall be borne solely by Buyer 5 DESCRIPTION OF PROPERTY 5 1 The Real Property As used in this Agreement, the term "Real Property" shall mean, collectively, all of Seller's right, title, and interest in and to (a) the Land, (b) all buildings and related improvements on the Property (the "Improvements"), and (c) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to of used in connection with the Land and/or any of the Improvements, including, without limitation, all (i) development rights and credits,air rights,water, water rights, and watei stock relating to the 3 11ca1djm1AgreementsIFINAI._MOD_PSA_11_17_16 as amended 6 1 17 doer Land, (n) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent,or connected to the Land, and (in)minerals, oil, gas, and other hydrocarbon substances in, under, of that may be produced from the Land 52 The Intanizible Pronertv As used in this Agreement,the term "Intangible Property" shall mean all of Seller's right, title, and interest in and to that certain intangible property owned by Seller or used by Seller in connection with all or any portion of the Real Property, including, without limitation, all of Seller's right, title, and interest, if any, in and to (a) all plats, improvement plans, drawings and specifications (including, without limitation, CAD files), and development rights and credits relating to the Property, (b) all books, records, reports, test results, environmental assessments, if any, as-built plans, specifications, and other similar documents and materials relating to the use, operation, maintenance, repair, construction, or fabrication of all or any portion of the Real Property, (c) all transferable architectural, site, landscaping or other permits,applications, approvals, authorizations,and other entitlements affecting any portion of the Real Property, (d) all credits (including without limitation water metei credits), reimbursements and refunds of any fees and/or deposits paid in connection with the Real Property, and (e) all transferable guarantees, warranties, and utility contracts relating to all or any portion of the Real Property 6 CONDITIONS TO CLOSING 61 Buver's ClosmQ Conditions The obligation of Buyer to complete the transaction contemplated by this Agreement is subject to the following conditions precedent(and conditions concurrent, with respect to deliveries to be made by Seiler at the Closing) (the "Buyer's Closing Conditions"), which conditions may be waived, or the time for satisfaction of such conditions extended, by Buyei only in a writing executed by Buyer 6 1 1 Title Title Insurer shall be irrevocably and unconditionally prepared and committed to issue to Buyer(with an effective date not earlier than the Closing Date), an ALTA extended coverage owner's policy of title insurance ("ALTA Extended Policy") in favor of Buyer foi the Real Property (a) showing fee title to the Real Property vested in Buyer, (b) with liability coverage in an amount equal to the Purchase Price, (c) with those endorsements reasonably requested by Buyer including, without limitation, a Mechanic's Lien Endorsement, and (d) containing no exceptions other than the Permitted Exceptions and the reservations and other matters referenced of described in the Grant Deed (the "Owner's Title Policy") Buyer shall pay any difference in the cost of the premium for a standard ALTA owner's policy of title insurance and the ALTA Extended Policy If a new or updated survey is required to enable the Title Company to issue the ALTA Extended Policy, Buyer shall obtain the same, at its sole cost and expense, in a timely manner so as to facilitate the issuance of the ALTA Extended Policy upon the Close of Escrow 6 12 Seller's Due Performance All of the representations and warranties of Seller set forth in Section 8 shall be true, correct, and complete in all material respects as of the Closing Date, and Sellei, on or prior to the Closing Date, shall have complied with and/or performed all of the obligations, covenants, and agreements required on the part of Seller to be complied with or performed pursuant to the terms of this Agreement on of prior to the Closing 4 1lcaldjmlAgreements\FrNAL_MQD_PSA_11_17_16 as amended 6 1 17 doex 6 1 3 Physical Condition of Proberty The physical condition of the Real Property shall be substantially the same on the Closing Date as on the Agreement Date, except for reasonable weal and tear and any damages due to any act of Buyer or Buyer's representatives 6 14 No Moratorium As of the Closing Date, there shall be no moratorium, injunction, restraining order, or other limitation imposed by any Applicable Authority, court, administrative body, or private entity that precludes or prevents the issuance of building permits or certificates of occupancy with respect to the Real Property 6 1 5 Bankruntcv No action or proceeding shall have been commenced by of against Seller under the federal bankruptcy code of any state law fot the relief of debtors or for the enforcement of the rights of creditors, and no attachment, execution, lien, or levy shall have attached to or been issued with respect to Seller's interest in the Property or any portion thereof 6 1 6 Possession/Removal of Personal Protierty Upon the Close of Escrow, Seller shall deliver exclusive and vacant possession of the Property to Buyer Prior to the Close of Escrow Seller shall have the right to remove any or all improvements and Seller's equipment, trade fixtures or other personal property Any such salvage and removal shall be performed pursuant to all required permits, in accordance with all laws, rules and regulations, and in such manner that the Property is delivered upon the Close of Escrow without any safety issues on site, such as large holes, partially razed structures, or any other similarly unsafe conditions Any improvements or personal property of Seller remaining on the Property after the Close of Escrow shall be conclusively deemed abandoned by Seller (the "Abandoned Personal Property") Seller waives and relinquishes all rights, title, interest and claims in any such Abandoned Personal Property and effective upon abandonment transfers, conveys and assigns all of its right, title and interest in such Abandoned Personal Property to Buyer for disposition as determined by Buyer in Buyer's sole and absolute discretion 62 Seller's Closina Conditions All of the representations and warranties of Buyer set forth in Section 9 shall be true, correct, and complete in all material respects as of the Closing Date, and Buyer, on or prior to the Closing Date, shall have complied with and/or performed all of the obligations, covenants, and agreements required on the part of Buyer to be complied with or performed pursuant to the terms of this Agreement on of prioi to the Closing 7 CLOSING 7 1 Closing Date Subject to the provisions of this Agreement,the Closing shall take place on or before June 30, 2018 (the "CIosrng Date") As used in this Agreement, the "Closing" shall mean the recordation of the Grant Deed in the Official Records of the county of San Bernardino 7 1 1 Extension of Closing Date Subject to the provisions of this Agreement,the Closing may be extended by an additional sixty (60) day period by Buyer's sole election, with Buyer providing advance written notice, and Buyer shall deposit as additional Deposit the sum of Ten Thousand Dollars ($10,000 00) and said additional deposit shall become immediately non-refundable pursuant to all of the conditions of the Deposit Said additional Deposit shall be applied to the Purchase Price 72 Deliveties by Seller On of before the Closing Date, Seller, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following items, documents, and 5 1 1caWjrn\AgreementslT7NAL MOD_PSA_11_17_16 as amended 6 1 17 doca instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form for recording 7 2 1 Grant Deed The Grant Deed conveying the Real Property to Buyer, 7 2 2 Non-Foreign Affidavit A Non-Foreign Affidavit in the form attached hereto as Exhibit "C" (the "Non-Foreign Affidavit"), 7 2 3 State Affidavit A California Franchise Tax Board Form 593-C (the "State Affidavit"), 7 2 4 General Assignment A general assignment to Buyei of the Intangible Property in the form attached to this Agreement as Exhibit "D" (the "General Assignment"), 7 2 5 Owner's Affidavit An owner's affidavit or seller's certificate duly executed by Seller in the form customarily required by title insurance companies in the county in which the Property is located, in connection with the issuance of title insurance, to remove standard exceptions for mechanics liens,the gap period from the latest tale update of Buyer's title insurance commitment and Parties in possession, 7 2 6 Proof of Authoritv Such proof of Seller's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individuals executing or delivering any instruments, documents, of certificates on behalf of Sellei to act for and bind Seller as may be reasonably required by Title Insurei or Escrow Agent, and 7 2 7 Othei Documents Such other items, documents, and instruments as may be reasonably required by Buyer, Title Insurer, Escrow Agent, or otherwise in ordei to effectuate the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be performed by Seller at the Closing pursuant to this Agreement 73 Deliveries by Buver On or before the Closing Date, Buyer, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following funds and the following items, documents, and instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form foi recording 7 3 1 Purchase Price Cash of other immediately available funds in an amount equal to the unpaid sum of the Purchase Price (less the Deposit) and all of Buyei's share of the Closing Costs (as defined below) and otherwise sufficient to close the transaction contemplated in this Agreement, 7 3 2 Proof of Authoritv Such proof of Buyer's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individuals executing or delivering any instruments,documents, or certificates on behalf of Buyer to act foi and bind Buyer as may be reasonably required by Title Insurer or Escrow Agent, 6 11ca\djm\Agreements\FiNAL_M©D_PSA_11_17_16 as amended 6 1 17 docx 7 3 3 Other Documents Such other items, documents, and instruments as may be .reasonably required by Seller, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be performed by Buyer at the Closing pursuant to this Agreement 74 Actions by Escrow Agent Provided that Escrow Agent shall not have received written notice from Buyer or Seller of the failure of any condition to the Closing or of the termination of the Escrow and this Agreement, when Buyer and Seller have deposited into Escrow the documents and funds required by this Agreement and Title Insurer is irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy in accordance with the terms of this Agreement, Escrow Agent shall,in the order and manner indicated in this Agreement below, take the following actions 7 4 1 Recording Cause the Grant Deed and any other documents customarily recorded and/or that the Parties may mutually direct to be recorded in the Official Records and obtain conformed copies of such items for distribution to Buyer and Seller 7 4 2 Funds Disburse all funds as follows 7 4 2 1 Pursuant to the Closing Statement (as defined below), retain for Escrow Agent's own account all escrow fees and costs, disburse to Title Insurer the fees and expenses incurred in connection with the issuance of the Owner's Title Policy, and disburse to any other persons or entities entitled to receive such fees and costs the amount of any other Closing Costs, 7 4 2 2 Disburse to Seller an amount equal to the Purchase Price, less or plus the net debit or credit to Seller by reason of the proration's and allocations of Closing Costs provided for in this Agreement, and 7423 Disburse to the Party who deposited the same any remaining funds in the possession of Escrow Agent after the payments pursuant to Sections 7 4 2 1 and 7 4 2 2 above have been completed 7 4 3 Delivery of Documents Deliver (a) to Seller (i) one original of all documents deposited into Escrow (other than the Grant Deed, the other documents recorded pursuant to the terms of this Agreement, the Non-Foreign Affidavit, the State Affidavit and the General Assignment), (ii) one copy of the Non-Foreign Affidavit, the State Affidavit and the General Assignment, and (iii) one conformed copy of each document recorded pursuant to the terms of this Agreement, and(b) to Buyer, (r) one original of all documents deposited into Escrow (other than the Grant Deed and the other documents recorded pursuant to the terms of this Agreement, but including, without lirrutation, the Non-Foreign Affidavit and the State Affidavit), and (u) the one conformed copy of each document recorded pursuant to the terms of this Agreement Originals of any documents recorded at Closing shall be delivered after such recording as indicated thereon 7 1 lcaldjmlAgreements\F1NAL_MOD_PSA_11_17_16 as amended 6 1 17 doex 7 4 4 Owner's Title Policv Cause Title Insures to issue or be irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy to Buyei 7 4 5 Prorations/Aimortionment 7 4 6 Method of Proration Taxes and assessments affecting the Real Property shall be prorated between Buyei and Seller as of the Closing Date based on a 360-day yeas All non-delinquent real estate taxes and assessments on the Property shall be prorated based on the actual current tax bill, but if such tax bill has not yet been received by Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the Parties shall make any necessary adjustment aftei the Closing by cash payment to the Party entitled to the same so that Seller shall have borne all real property taxes,including all supplemental taxes, allocable to the period prior to the Closing and Buyer shall bear all real property taxes, including all supplemental taxes, allocable to the period from and aftei the Closing If any real property taxes or assessments or any expenses attributable to the Real Property and allocable to the period prior to the CIosing are discovered of billed after the Closing, the Parties shall make any necessary adjustment aftei the Closing by cash payment to the Party entitled to the same within five (5) Business Days following the discovery thereof of the receipt by any Party of the bill therefor, as the case may be, so that Seller shall have borne all real property taxes, assessments and expenses allocable to the period prior to the Closing and Buyei shall bear all real property taxes, assessments and expenses allocable to the period from and aftei the Closing 7 4 7 Survival The obligations under this Section 7 5 shall survive the Closing and the delivery and recordation of the Giant Deed foi the Property 75 Closing Costs Each Party shall pay its own costs and expenses arising in connection with the Closing (including, without limitation, its own attorneys' and advisors' fees, charges, and disbursements), except the following costs (the "Closing Costs"), which shall be allocated between the Parties as follows 7 5 1 Escrow Agent's escrow fees and costs shall be shared equally by Buyer and Seller, 7 5 2 The cost of the Owner's Title Policy attributable to the standard coverage portion shall be paid by Seller, 7 5 3 The cost of the Owner's Title Policy attributable to the extended coverage portion shall be paid by Buyer, 7 5 4 The cost of any items required to be provided by Seller pursuant to Section 0, shall be paid by Sellei, and the costs of any other endorsements to the Owner's Title Policy shall be paid by Buyer, 7 5 5 Seller shall pay the cost of any documentary transfer taxes in connection with the recording of the Grant Deed, 7 5 6 Seller shall pay all recording costs for recording the Grant Deed, and 7 5 7 All other closing fees and costs snail be charged to and pard by Buyer s 1 Icaldjm\Agreements\FINAL_MOD_PSA_11_17_16 as amended 6 1 17 docx 76 Closing Statement Three (3) Business Days prior to the Closing Date, Escrow Agent shall deliver to each of the Parties for their review and approval a preliminary closing statement (the "Preliminary Closing Statement") setting forth (a) the proration amounts allocable to each of the Parties pursuant to Section 7 5, and (b) the Closing Costs allocable to each of the Parties pursuant to Section 7 5 Based on each of the Party's comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to each of the Parties at the Closing (the "Closing Statement") 77 Deliveries Outside of Escrow Upon the Closing, Seller shall deliver vacant, sole, and exclusive possession of the Property to Buyei, subject only to the Permitted Exceptions Further, Sellei hereby covenants and agrees to deliver to Buyer, on of prioi to the Closing, the Intangible Property, including, without limitation, the oiiginal Property Materials to the extent within Sellei's possession or control Effective immediately upon the Closing, any personal property remaining on the Land shall be deemed abandoned and may be removed and disposed of by Buyer at its sole cost and expense This Section 7 8 shall survive the Closing 8 SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES Seller represents, and warrants to and agrees with Buyei, as of the Agreement Date and as of the Closing Date, as follows 8 1 Due Organization Seller is The City of Redlands Successor Agency, a political subdivision of the State of California 82 Seller's Authoritv Validitv of Agreements Seller has full right, power, and authority to sell the Property to Buyei as provided in this Agreement and to carry out its obligations undei this Agreement The individual(s) executing this Agreement and the instruments referenced in this Agreement on behalf of Seller has/have the legal power, right, and actual authority to bind Seller to the terms hereof and thereof This Agreement is, and all other instruments, documents and agreements to be executed, and delivered by Seller in connection with this Agreement shall be, duly authorized, executed, and delivered by Sellei and the valid, binding, and enforceable obligations of Seller (except as enforcement may be limited by bankruptcy, insolvency, of similar laws) and do not, and as of the Closing Date will not result in any violation of, or conflict with, or constitute a default under, any provisions of any agreement of Seller or any mortgage, deed of trust, indenture, lease, security agreement, or other instrument, covenant, obligation, or agreement to which Seller or the Property is subject, or any judgment, law, statute, ordinance, writ, decree, order, injunction, rule, ordinance, or governmental regulation or requirement affecting Seller or the Property 83 No Third-Party Rights Except as disclosed in the Title Report, Seller is not aware of any leases or occupancy agreements that grant third-parties any possessory of rights to use all or any part of the Property 84 Litigation Seller is not aware of (a) any actions, investigations, suits, or proceedings pending or threatened that affect the Property, the ownership or operation thereof, or the ability of Seller to perform its obligations under this Agreement,and(b)there are no judgments, 9 I Icaldjm\Agreements1F1NAL_MOD_PSA_11_17_16 as amended 6 1 17 docx orders, awards, of decrees currently in effect against Sellei with respect to the ownership or operation of the Property that have not been fully discharged prior to the Agreement Date 85 Zoning and Condemnation Except as disclosed in the Property Materials, Seller is not aware of any planned or pending proceedings to altel or restrict the zoning or other use restrictions applicable to the Property, to condemn all or any portion of the Property by eminent domain proceedings or otherwise, of to institute a moratorium of similar restriction on building on or issuing certificates of occupancy for construction on the Property 86 No Violations of Environmental Laws To Seller's knowledge and except as disclosed in the Property Materials (a) the Property is not in, nor has it been of is it currently undei investigation for violation of any federal, state,or local law,ordinance,or regulation relating to industrial hygiene,woiker health and safety,or to the environmental conditions in, at,on,under, or about the Property, including, but not limited to, soil and groundwater conditions ("Environmental Laws"), (b) the Property has not been subject to a deposit of any Hazardous Substance, (c) neither Seller nor any third Party has used, generated, manufactured, stored, of disposed in, at, on, or under the Property any Hazardous Substance, and (d) there is not now in, on, or under the Property any underground or above ground storage tanks or surface impoundments, any asbestos containing materials, or any polychlorinated biphenyls used in hydraulic oils, electrical transformers, or other equipment Seller hereby assigns to Buyer as of the Closing all claims, counterclaims, defenses, and actions, whether at common law or pursuant to any other applicable federal, state of other laws that Seller may have against any third party of parties relating to the existence or presence of any Hazardous Substance in, at, on, under, or about the Property Foi purpose of this Agreement, the term "Hazardous Substance" shall include any wastes, materials, substances, pollutants, and other matters regulated by Environmental Laws 87 No Other Commitments Except as may be disclosed in the Title Report, Seller has not made any commitment or representation to any governmental authority, or any adjoining or surrounding property owner, that would in any way be binding on Buyer or would interfere with Buyer's ability to develop and improve the Property for residential,commercial, or retail purposes, and Sellei shall not make any such commitment or representation that would affect all or any portion of the Property without Buyer's written consent 88 Wells Except as disclosed in the Property Materials, Seller is not aware of wells, drilling holes or wellheads located on or under the Property 89 Landfill/Waste Disposal Site Seller has not used the Property and, except as disclosed in the Property Materials, Sellei is not aware that the Property has ever been used as a landfill, waste disposal site, or burial site 8 10 ProiDerty Materials Seller is not aware of any material defects, deficiencies, or inaccuracies in any of the Property Materials 8 11 Permits and Approvals To Seller's knowledge, all work performed on the Property by or at the request of Seller including, without limitation, brush removal, has been performed in material compliance with all applicable laws, rules and regulations and pursuant to all required permits and approvals 10 I1ca\djm\Agreements\FINAL MOD—PSA-1 1_17_16 as amended 6 1 17 doex 8 12 Actual Knowledge Foi purposes hereof, "Seller is not aware" or "to Seller's knowledge", of like terms shall mean the current actual knowledge of Brian DeSatnik, without implying any duty of investigation of inquiry In furtherance thereof, Seller hereby warrants and represents that Brian DeSatnik is the Seller's representative most knowledgeable regarding the Property 8 13 Survival All of the representations, warranties, and agreements of Sellei set forth in this Agreement shall be true upon the Agreement Date, shall be deemed to be repeated at and as of the Closing Date, and shall survive the delivery of the Grant Deed and the Closing for a period of one (1) year Prioi to a termination of this Agreement, Seller shall not take any action,fail to take any required action,or willfully allow or consent to any action that would cause any of Seller's representations or warranties to become untrue If any representation or warianty of Seller was true as of the date of this Agreement, but is not true as of the Closing Date, then Sellei shall disclose this changed fact to Buyer in writing So long as Seller makes the foregoing disclosure and the change of circumstances regarding the representation or warranty did not arise due to the fault of Sellei, then Seller shall not be in breach of this Agreement due to the fact that the representation or warranty has become untrue as of the Closing Date, provided, however, the fact that any representation or warranty undei this Section 8 is untrue as of the Closing Date shall still be a failure of a condition pursuant to Section 5 12 Notwithstanding the foregoing, if Buyer has actual knowledge of the incorrectness of any representation of warranty set forth in this Section 8 as of the Close of Escrow and Buyer has not elected to terminate this Agreement as provided in this Agreement, then Buyer will be deemed to have waived any claim against Seller foi the incorrectness of such representation or warranty 9 BUYER'S REPRESENTATIONS AND WARRANTIES Buyer represents and warrants to Seller, as of the Agreement Date and as of the Closing Date, as follows 9 1 Due Organization Buyer is a limited liability company duly oiganized, validly existing, and in good standing under the laws of the State of California and is authorized to do business in the State of California 92 Buver's Authoritv Validitv of Agreements Buyer has full right, power, and authority to purchase and acquire the Property from Seller as provided in this Agreement and to carry out its obligations hereunder The individuals executing this Agreement and the instruments referenced in this Agreement on behalf of Buyer has/have the legal power, right, and actual authority to bind Buyer to the terms of this Agreement and such instruments and documents This Agreement is, and all other instruments, documents, and agreements to be executed and delivered by Buyer in connection with this Agreement shall be, duly authorized, executed, and delivered by Buyer and the valid, binding, and enforceable obligations of Buyer (except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will not, violate any provision of any law, statute, ordinance, rule, regulation, agreement or judicial order to which Buyer is a Party or to which Buyer is subject 11 11caldjmlAgreements\F1NAL_M017_1'SA_11_17_16 as amended 6 1 17 docx 93 Survival All of the representations, warranties, and agreements of Buyer set forth in this Agreement shall be true upon the Agreement Date, shall be deemed to be repeated at and as of the Closing Date and shall survive the delivery of the Grant Deed and the Closing foi a period of one (1) yeai Prioi to any termination of this Agreement, Buyei shall not take any action, fail to take any required action, of willfully allow or consent to any action that would cause any of Buyei's representations of warranties to become untrue 10 AS-IS THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS (A) BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY, (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE DEED, AND/OR ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED BY SELLER AT CLOSING (THE "EXPRESS REPRESENTATIONS"), NEITHER SELLER NOR ANY OF ITS AGENTS, REPRESENTATIVES, BROKERS, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, OR EMPLOYEES HAS MADE OR WILL MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, AND (C) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT (INCLUDING SECTION S 6 AS IT RELATES TO THE PROPERTY), THE PROPERTY IS BEING SOLD TO BUYER IN ITS PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS REPRESENTATIONS SUBJECT TO THE EXPRESS REPRESENTATIONS AND THE TERMS OF THIS AGREEMENT, BUYER WILL BE AFFORDED THE OPPORTUNITY TO MAKE ANY AND ALL INSPECTIONS OF THE PROPERTY AND SUCH RELATED MATTERS AS BUYER MAY REASONABLY DESIRE AND, ACCORDINGLY, SUBJECT TO THE EXPRESS REPRESENTATIONS,BUYER WILL RELY SOLELY ON ITS OWN DUE DILIGENCE AND INVESTIGATIONS IN PURCHASING THE PROPERTY IN CONNECTION WITH THE FOREGOING (EXCEPT AS TO SECTION 8 6 WITH RESPECT TO THE PROPERTY),BUYER EXPRESSLY AGREES TO WAIVE ANY AND ALL RIGHTS WHICH BUYER MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR " 11 RISK OF LOSS III Condemnation If, prior to any Closing, all or any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), Seller shall immediately notify Buyer in writing of such fact In such event,Buyer shall have the option to terminate this Agreement upon written notice to Seller given within ten (10) Business Days after receipt of such notice from Seller, in which event the Deposit shall be returned to Buyer Notwithstanding the foregoing, Buyer's failure to provide written notice of Buyer's election to terminate within such ten (10) Business Day period shall be deemed Buyer's election to terminate this Agreement Prior to any termination or deemed termination of 12 1\caldim\Agreements\FINAL_MOD_PSA_11_17_16 as amended 6 1 17 doex this Agreement, Buyer shall have the right to participate in any proceedings and negotiations with respect to the taking and any transfer in lieu of taking(and Sellet shall not consummate any transfer in lieu of taking without Buyer's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed) If Buyei waives the right to terminate this Agreement and elects to proceed with the Closing, then (a) Seller, at, and as a condition precedent to Buyer's obligation to proceed with, the Closing, must (i) pay to Buyer (oi direct Escrow Agent to credit Buyer against the Purchase Price for) the amount of all awards foi the taking (and any consideration for any transfer in lieu of taking) actually received by Seller, and(it) assign to Buyer by written instrument reasonably satisfactory to Buyet all rights of claims to any future awards for the taking (and any consideration foi any tiansfer in lieu of taking), and (b) the Parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement 112 Casualtv Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss of damage by earthquake, hurricane, tornado, flood, landslide, fire, sinkhole, contamination by hazardous materials or other casualty shall be borne and assumed by Seller If, prior to the Closing, any portion of the Property is damaged as a result of any earthquake, hurricane, tornado, flood, sinkhole, landslide, fire, contamination by hazardous materials or other casualty, Seller shall immediately notify Buyei in writing of such fact In such event, Buyei shall have the option to terminate this Agreement upon written notice to Sellei given within ten (10) Business Days after receipt of any such notice from Sellei, in which event the Deposit shall be returned to Buyei Notwithstanding the foregoing, Buyer's failure to provide written notice of Buyer's election to terminate within such ten (10) Business Day period shall be deemed Buyer's election to terminate this Agreement Prior to any termination or deemed termination of this Agreement, Buyei shall have the right to participate in any adjustment of the insurance claim If Buyer waives the right to terminate this Agreement and elects to proceed with the Closing, then (a) Seller, at, and as a condition precedent to Buyer's obligation to proceed with, the Closing, must eithei (1) pay to Buyer (or direct Escrow Agent to credit Buyer against the Purchase Price foi) the amount of any insurance proceeds actually received by Seller plus the amount of any deductible under Seller's insurance, of (ii) if no insurance proceeds have been received by Seller, assign to Buyer by written instrument reasonably satisfactory to Buyer all rights or claims to the insurance proceeds and credit Buyer against the Purchase Price for any deductible payable under Seller's insurance policy, and (b) the Parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement 12 REMEDIES 121 Default by Seller If Seller shall breach any of the terms or provisions of this Agreement or otherwise fail to perform any of Seller's obligations under this Agreement at or prior to Closing, and if such failure continues without cure by Sellei for five (5) Business Days after Buyet provides Seller and Escrow Agent with written notice thereof (a "Sellei Default"), and provided Buyer is not then in default, then Buyer may, as Buyer's sole remedies for such failure, but without limiting Buyer's right to recover attorneys' fees pursuant to Section. 14 13 below (a) 13 I\ca\dam\Agreements\FINAL_MOD_PSA_11_17_16 as amended 6 1 17 doex waive the effect of such matter and proceed to consummate this transaction, (b) cancel this Agreement and receive a full refund of the Deposit and recover from Seller the reasonable out-of- pocket expenses incurred by Buyer related to the Property and this transaction, which amounts shall be payable by Seller to Buyer within five (5) Business Days following receipt by Seller of written request therefor from Buyer together with copies of invoices evidencing such expenses, or (c) proceed with any remedies available to Buyer at law or in equity, which may, without limitation,include the bringing of an action against Seller for specific performance and/or recovery of the Deposit and any other damages suffered or incurred by Buyer as a result of any breach or failure by Seller to perform any of Seller's obligations under this Agreement 12 2 Default by Buver IF BUYER SHALL BREACH ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR OTHERWISE FAIL TO PERFORM ANY OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT AND IF SUCH FAILURE CONTINUES WITHOUT CURE BY BUYER FOR FIVE (5) BUSINESS DAYS AFTER SELLER PROVIDES BUYER AND ESCROW AGENT WITH WRITTEN NOTICE THEREOF, AND PROVIDED SELLER IS NOT THEN IN DEFAULT, THEN SELLER MAY WAIVE SUCH BREACH AND PROCEED TO CONSUMMATE THIS TRANSACTION IN ACCORDANCE WITH THE TERMS HEREOF, OR SELLER MAY, AS ITS EXCLUSIVE REMEDY (BUT WITHOUT LIMITING SELLER'S RIGHT TO RECOVER ATTORNEYS' FEES PURSUANT TO SECTION 1413 BELOW), CANCEL THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND AS CONSIDERATION FOR THE ACCEPTANCE OF THIS AGREEMENT AND FOR TAKING THE PROPERTY OFF THE MARKET, AND NOT AS A PENALTY BUYER AND SELLER HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT,IF NOT IMPOSSIBLE,TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ANY OF ITS OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES IS AN AMOUNT EQUAL TO THE DEPOSIT ACCORDINGLY, BUYER AND SELLER AGREE THAT IF BUYER BREACHES ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE DEFAULTS HEREUNDER, SELLER MAY RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES THE PAYMENT AND RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND I677 Seller's I is Buyer's Initials 13 BROKERS The Parties acknowledge that neither Party has been represented by a real estate broker, with respect to this transaction Both Parties here agree that neither Party shall owe any real estate 14 I 1ca%djm\Agreements\FINAL MOD_PSA_11 17_16 as amended 6 1 17.docx brokerage commissions or finder's fee to the other Party,provided that each Party shall indemnify the other for any and all claims for brokerage commissions or finder's fees from any third party that may arise of be alleged to arise out of the acts of that Party 14 MISCELLANEOUS PROVISIONS 141 Entire Agreement This Agreement, including the exhibits attached hereto, constitutes the entire agreement between Buyei and SelIei pertaining to the subject matter hereof and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations, and discussions,whether oral or written,of the Parties,and there are no warranties,representations, or other agreements, express or implied,made to either Party by the other Party in connection with the subject matter hereof except as specifically set forth in this Agreement or in the documents delivered pursuant hereto or in connection herewith 142 Modification Waiver No supplement,modification,waiver,or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof(whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided 143 Notices All notices,consents,requests,reports,demands or other communications hereunder(collectively, "Notices") shall be in writing and may be given personally, by registered or certified marl, by facsimile transmission, electronic mail, by courier, or by Federal Express (or other reputable overnight delivery service) for overnight delivery, as follows To Buyer REDLANDS FOOD HALL, LP Attention Arteco Management LLC, Gerald V Tessier 281 S Thomas St, Ste 504 Pomona, CA 91766 Telephone 909 629 5359 Email jtessier@artecopartners com To Seller City of Redlands P.O Box 3005 Redlands, California 92373 Attention City Clerk Telephone 909 798 7531 Email Jdonaldson@cityofredlands org With A Copy To City Attorney City of Redlands Attention Daniel J McHugh Telephone 909 798 7595 Email dmehugh@cityofredlands org To Escrow Agent Ticor Title Company of California 4120 Concours Ave , Ste 400 15 I 1caldjmlAgreements\rINAL_MOD_PSA_11_17_16 as amended 6 1 17 doex Ontario, CA 91764 Attention Loretta Hovey Telephone 909 579 1515 Email Ihovev(iOcortitle com or to such other address or such other person as the addressee Party shall have last designated by Notice to the other Party and Escrow Agent All Notices shall be deemed to have been given three (3) days following deposit in the United States Postal Service (postage prepaid) or, upon receipt, if sent by overnight delivery service, courier, facsimile transmission (so long as confirmed by the appropriate automatic confirmation page), electronic mail (so long as receipt is acknowledged or otherwise confirmed), or personally delivered Notice to a Party shall not be effective unless and until each required copy of such Notice is given The inability to deliver a Notice because of a changed address of which no Notice was given or an inoperative facsimile number for which no Notice was given of a substitute number, or any rejection or other refusal to accept any Notice, shall be deemed to be the receipt of the Notice as of the date of such inability to deliver or rejection or refusal to accept Any Notice to be given by any Party may be given by legal counsel for such Party Telephone numbers are provided in this Agreement for convenience only and shall not alter the manner of giving Notice set forth in this Section 14 3 144 Expenses Subject to the provision for payment of the Closing Costs in accordance with the terms of Section 7 6 of this Agreement and of any other provision of this Agreement, whether or not the transaction contemplated by this Agreement shall be consummated, all fees and expenses incurred by any Party hereto in connection with this Agreement shall be borne by such Party 145 Severabilitv Any provision or part of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceability of the remaining provisions hereof or the validity or enforceability of any such provision in any other situation or in any other jurisdiction 146 Successors and Assigns Neither Seiler nor Buyer shall assign its rights under this Agreement without the consent of the other Party, which consent shall not be unreasonably withheld or delayed Notwithstanding the foregoing, either Party shall have the right, without the consent of the other, to assign its rights under this Agreement to an affiliate entity directly or indirectly controlling,controlled by or under common control with the assigning Party or an entity in which such assigning Party or such an affiliate directly or indirectly owns a financial and voting interest and directly or indirectly is responsible for day to day management of the entity provided such assignee assumes such Party's obligations hereunder pursuant to a written agreement, a copy of which shall be provided to the other Party by the assigning Party Notwithstanding any such assignment, no assignment shall relieve the assignor of any obligations or liability under this Agreement Subject to the foregoing, all of the Parties' rights, duties, benefits, liabilities, and obligations under this Agreement shall inure to the benefit of,and be binding upon,their respective successors and assigns 147 Counterparts This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different Parties hereto on separate counterparts, each of which, when so executed, including, without limitation, by pdf scanned counterparts of 16 11ca1d Tn\Agreements\FlNA1,_MOD_PSA_11_17_16 as amended 6 1 17 docx any initialed of executed pages delivered via electronic mail, shall be deemed an original, but all such counterparts shall constitute one and the same instrument 148 Governinlr Law, Jurisdiction This Agreement shall be governed by and construed under the laws of the State of California without regard to conflicts-of-laws principles that would require the application of any othei law Each Party hereby consents to the exclusive jurisdiction of any court of competent jurisdiction in San Bernardino County in any action related to or arising under this Agreement 149 Headinl?5 The Section headings of this Agreement are foi convenience of reference only and shall not be deemed to modify, explain, restrict, alter, of affect the meaning or interpretation of any provision hereof 14 10 Time of Essence Time shall be of the essence with respect to all matters contemplated by this Agreement 14 11 Furthei Assurances In addition to the actions recited in this Agreement and contemplated to be performed, executed, and/or delivered by Seller and Buyer, during the term of this Agreement and after the Closing, Seller and Buyei agree to perform, execute, and/or deliver or cause to be performed, executed, and/o1 delivered any and all such further acts, instruments, deeds, and assurances as may be reasonably required to consummate the transaction contemplated hereby In furtherance of the foregoing, so long as Buyer is not in default under the terms of this Agreement, Seller will cooperate, as reasonably needed, and at no cost to Seller, in Buyer's due diligence review process, which shall include but not be limited to Seller's consent to Buyer's unrestricted access to agencies,representatives, tenants,consultants and other parties familiai with the Property and the execution and delivery of such applications of other documents as reasonably requested by Buyer 14 12 Construction As used in this Agreement, the masculine, feminine, and neuter gender and the singular of plural shall each be construed to include the other whenever the context so requires This Agreement shall be construed as a whole and in accordance with its fair meaning, without regard to any presumption of rule of construction causing this Agreement of any part of it to be construed against the Party causing the Agreement to be written The Parties acknowledge that each has had a full and fair opportunity to review the Agreement and to have it reviewed by counsel If any words or phrases in this Agreement have been stricken, whether or not replaced by other words or phrases,this Agreement shall be construed(if otherwise clear and unambiguous) as if the stricken matter never appeared and no inference shall be drawn from the former presence of the stricken matters in this Agreement or from the fact that such matters were stricken 14 13 Attornevs' Fees If either Party brings an action or proceeding against the other Party to enforce or interpret any of the covenants, conditions, agreements, or provisions of this Agreement, the prevailing Party in such action or proceeding shall be awarded all costs and expenses of such action or proceeding, including, without limitation, attorneys' fees (including fees for a Party's use of in-house counsel),charges,disbursements, and the fees and costs of expert witnesses If any Party secures a judgment in any such action or proceeding, then any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in enforcing such judgment, or any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in any appeal from such judgment in connection 17 11ca1djmlAgreements\FiNA1._MOD_PSA_11_17_16 as amended 6 1 17 docx with such appeal shall be recoverable separately from and in addition to any other amount included in such judgment The preceding sentence is intended to be severable from the other provisions of this Agreement,and shall survive and not be merged into any such judgment This Section shall survive Closing and any earlier termination of this Agreement 14 14 Business Days As used in this Agreement, the term "Business Day" shall mean a day that is not a Saturday, Sunday, or legal holiday If that the date for the performance of any covenant or obligation under this Agreement shall fall on a Saturday, Sunday,or legal holiday,the date for performance thereof shall be extended to the next Business Day Similarly, if that the day for the perforinance of any covenant or obligation under this Agreement involving Escrow Agent shall fall on a Business Day on which Escrow Agent is closed for business to the public, the date for performance thereof shall be extended to the next Business Day on which Escrow Agent is open for business to the public The Parties have executed this Agreement as of the day and year first written above SELLER. THE CITY OF REDLANDS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a political subdivision of the State of California !� By W Paul W. Foster, Chairperson ATTEST line Donaldson, Secretary 18 1.Ica1djmlAgreements\FINAL MOD_PSA 11_17_16 as amended 6 1 17 doex BUYER: REDLANDS FOOD HALL, LP, a California limited liability partnership By Arteco Management LLC Its General Partners By —ti--. Gerald V Tessler Its Manager ESCROW AGENT The undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions, agrees to act as Escrow Agent under this Agreement in strict accordance with its terms, agrees to insert as the "Agreement Date" on page 1 of this Agreement, if not otherwise dated, the latest date this Agreement was signed by Seller and Buyer and delivered to Escrow Agent, and agrees to comply with the applicable provisions of the Internal Revenue Code with respect to the transactions contemplated hereby TICOR TITLE COMPANY OF CALIFORNIA TITLE INSURANCE COMPANY Date By Naive Loretta Hovey Title Escrow Agent 19 1lcaldfmlAgreements\FINAL_MOD_PSA_11_17_16 as amended 6 1 17 docx LIST OF EXHIBITS EXHIBIT "A" LEGAL DESCRIPTION EXHIBIT "B" GRANT DEED EXHIBIT "C" NON-FOREIGN AFFIDAVIT EXHIBIT"D" GENERAL ASSIGNMENT EXHIBIT "A" DESCRIPTION OF THE PROPERTY (See following page) ' EXHIBIT A PARCEL NO 1 THAT PORTION OF BLOCK nD", CENTRAL TOWNSITE, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 8 PAGE 57 OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS, COMMENCING AT A POINT 367 FEET NORTH OF THE SOUTHEAST CORNER OF LOT 29 THENCE NORTH 33 5 FEET, THENCE WEST 138 FEET- THENCE SOUTH 33 5 FEET THENCE EAST TO THE POINT OF BEGINNING PARCEL NO 2 LOTS 1, 3, 5, 7, 9 11, BLOCK "D" CENTRAL TO+MSITE, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AS PER PLAT RECORDED IN BOOK 8 PAGE 57 OF MAPS RECORDS OF SAID COUNTY PARCEL NO 3- THE WEST 25 FEET OF THE FOLLOWING DESCRIBED PROPERTY THAT PORTION OF LOT 28, BLOCK 77 OF THE RANCHO SAN BERNARDINO IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 7 PAGE 2 OF MAPS RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE WEST LINE OF ORANGE STREET WHICH SAID POINT IS 342 25 FEET NORTH AND 10 FEET WEST OF THE SOUTHEAST CORNER OF THE EAST 1/2 OF THE NORTHEAST 1/4 OF THE SOUTH 1/2 OF SAID LOT 28 THENCE NORTH ON THE WEST LINE OF SAID ORANGE STREET, 60 FEET- THENCE WEST 320 FEET, THENCE SOUTH 60 FEET- THENCE EAST 320 FEET TO THE POINT OF BEGINNING PARCEL NO 4 THE WEST 25 FEET OF THE FOLLOWING DESCRIBED PROPERTY THAT PORTION OF LOT 28, BLOCK 77 OF THE RANCHO SAN BERNARDINO IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 7 PAGE 2 OF MAPS, RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE WEST LINE OF ORANGE S'T'REET, WHICH SAID POINT IS 242 25 FEET NORTH AND 10 FEET WEST OF THE SOUTHEAST CORNER OF THE EAST 1/2 OF THE NORTHEAST 1/4 OF THE SOUTH 1/2 OF SAID LOT 28, THENCE NORTH ON THE WEST LINE OF SAID ORANGE STREET, 100 FEET THENCE WEST 320 FEET, THENCE SOUTH 100 FEET, THENCE EAST 320 FEET TO THE POINT OF BEGINNING EXHIBIT "B" GRANT DEED RECORDING REQUESTED BY Ticar Title Company of California Title Insurance Company WHEN RECORDED MAIL TO REDLANDS FOOD HALL, LP 281 S Thomas Street, Ste 504 Pomona, CA 91766 Attention Gerald V Tessier (Space Above for Recorder's Use) Assessor Parcel Nos 4169-28I 47,48,49 and 50 GRANT DEED The undersigned Grantor declares that Documentary Transfer Tax is not shown pursuant to Section 11932 of the California Revenue and Taxation Code, as amended FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, THE CITY OF REDLANDS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a political subdivision of the State of California, (the "Grantor"), hereby grants to, REDLANDS FOOD HALL, LP, a California limited liability partnership, the real property in the City of Redlands, County of San Bernardino, State of California, described in Exhibit "A" attached to and incorporated in this Grant Deed by this reference THIS GRANT AND CONVEYANCE 1S MADE AND ACCEPTED SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, RIGHTS OF WAY AND EASEMENTS NOW OF RECORD [signature page follows] MAIL TAX STATEMENTS TO REDLANDS FOOD HALL, LP 281 S Thomas Street, Ste 504 Pomona, CA 91766 Attention Gerald V Tessier IN WITNESS WHEREOF, the Grantor has executed this Grant Deed as of , U A 2018 GRANTOR THE CITY OF REDLANDS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a political subdivision of the State of ByI UU QCCL,---� Paul W Foster, Chairperson ATTEST J e Donaldson, Secretary A notary public or other offices completing this certificate verified only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy, or validity of that document STATE OF CALIFORNIA ) ss COUNTY OF SAN BERNARDINO_) On Z5-"YIP- -1 2017, beforee, a l/7 Q l� [ t13 Notary Public,personally appeared rCLLL tAJ r?S fir- 4- Tp P)YV ld-wo who proved to me on the basis of satisfactory evidence to be the person whose name@ Aare subscribed to the within instrument and acknowledged to me that fibAe/they/executed the same in `lti,�/hXtheir authorized capacit ,e and that by leis/hbr/their signatureQ on the instrument the perso'@ or the entity upon behalf of which the person 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 DIANA RAINS of Notary Public California !y a� ri ,�San Bernardino County a L�vY tY�— Gommission#2175775 Notary Public A'y Gomm Expires Dec 16,2020 In and For Said County and State "W 'W Document No Recorded , 2018 STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (PURSUANT TO SECTION 11932 REVENUE AND TAXATION CODE) TO Recorder County of San Bernardino Request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of the tax due not be shown on the original document which names Grantor THE CITY OF REDLANDS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, Grantee REDLANDS FOOD HALL, LP, a California limited partnership The property described in the accompanying document is located in the City of Redlands, County of San Bernardino The amount of tax due on the accompanying document is $ , computed on the full value of the property conveyed (Signature of Grantor or Agent) THE CITY OF REDLANDS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a political subdivision of the State of California Byc aul W Foster, Chairperson ATTEST: J e Donaldson,"Secretary Note After the permanent record is made, this form will be affixed to the conveying document and returned with it. EXHIBIT "C" NON-FOREIGN AFFIDAVIT STATE OF CALIFORNIA County of San Bernardino The undersigned, as authorized agent of THE CITY OF REDLANDS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a political subdivision of the State of California ("Transferor"), after being duly sworn upon Ins oath deposes and says that Section 1445 of the Internal Revenue Code provides that a transferee of a U S real property interest must withhold tax if the transferor is a foreign person To inform REDLANDS FOOD HALL, LP, a California linuted partnership ("Transferee"), that withholding of tax is not required upon the disposition of Transferor's interest in a U S real property interest, the undersigned hereby certifies the following 1 Transferor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust, foreign estate,or other foreign person within the meaning of§ 1445 and§ 7701 of the Internal Revenue Code and the treasury regulations promulgated thereunder, 2 Transferor is not a disregarded entity as defined in Treas Reg § 1 1445-2(b)(2)(iii), 3 Transferor's U S taxpayer identification number is 95-6000766, 4 Transferor's business address is P O Box 3005,Capon Street, Redlands, CA 92373 Transferor understands that tlus certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained in this Agreement could be punished by fine, imprisonment, or both Under penalties of penury Transferor declares that it has examined tins certification and to the best of its knowledge and belief this certification is true, correct, and complete The undersigned agent declares that he has the authority to sign this document on behalf of Transferor TRANSFEROR THE CITY OF REDLANDS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a political subdivision of the State of California By out ' Paul W Foster, Chairperson ATTEST ne Donaldson, Secretary A notary public of other officer completing this certificate verified only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy, or validity of that document STATE OF CALIFORNIA ) ss COUNTY OF SAN BERNARDINO_) On L.1ne , -C3(-7 28.1;7, before me, q.�1 r 11 Notary Public, personally appeared a'U.1 �j f�d� r dYld yiQ, Do�alrl�©n who proved to me on the basis of satisfactory evidence to be theerson{s)whose name( �i are subscribed to the within instrument and acknowledged to me that N/§h the executed the same in —thsZKr/their authorized capacit Res and that by his/hpr/their signaturoo on the instrument the persor((Y, or the entity upon behalf of whit the persoij�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 DIANA RAINS Nan marcPublic Caount is San Bernardino County z Commission#2175775 m �Y COMM Exires Dec 16,2020 Notary Public Ni W. f 11 qL• yil ,1" i 1 W. YI 0"...y hill.%11.1lp q'.11";'.'y" In and For Said County and State EXHIBIT "D" GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT (this "Assignment") is executed as of the 6th day of December, 2016, by THE CITY OF REDLANDS SUCCESSOR AGENCY, a political subdivision of the State of California ("Assignor"), to and for the benefit of, REDLANDS FOOD HALL, LP, a California limited partnership("Assignee") Contemporaneously with this Assignment, Assignee is acquiring from Assignor certain real property described in Exhibit "A" attached to this Assignment (the "Land"), together with all of Assignoi's right, title, and interest in and to (a) all improvements on the Land (the "Improvements"), and (c) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection with the Land and/or any of the Improvements, including, without limitation, all (i) development rights and credits, an rights, water, water rights, and water stock relating to the Land, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent,or connected to the Land,and (iii)minerals, oil,gas,and other hydrocarbon substances in, under, or that may be produced from the Land (collectively, the "Real Property"), In connection with the foregoing acquisition, Assignor desires to transfer and assign to Assignee all of Assignor's right, title, and interest in and to certain items and rights applicable or relating thereto, all as provided in this Assignment Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby grants, sells,transfers, and assigns unto Assignee all of Assignor's sight, title, and interest in and to that certain intangible property owned by Assignor or used by Assignor in connection with all or any portion of the Real Property, including,without limitation,all of Assignor's right,title,and interest, if any, in and to (a) all plats, improvement plans, drawings and specifications (including, without limitation, CAD files), and development rights and credits relating to the Real Property, (b) all books, records, reports, test results, environmental assessments, if any, as-built plans, specifications, and other similai documents and materials relating to the use, operation, maintenance, repair, construction, or fabrication of all or any portion of the Real Property, excluding therefrom any books, records, documents and other instruments relating solely to the ordinary course of the agricultural and family use of the Real Property, (c) all transferable architectural, site, landscaping or other permits, applications, approvals, authorizations, and other entitlements affecting any portion of the Real Property, (d) all credits(including,without Invitation,water meter fee credits),reimbursements and refunds of any fees and/or deposits paid in connection with the Real Property, and (e) all transferable guarantees, warranties, claims and causes of action relating to all of any portion of the Real Property, and Assignor agrees not to release, waive, or alter the liability of any persons providing such guarantees, warranties, claims or causes of action from and after the date of this Assignment This Assignment is binding upon the successors and assigns of Assignor and will inure to the benefit of the successors and assigns of Assignee Assignor hereby covenants that it will,at any time and from time to time upon written request therefor, execute and deliver to Assignee, and its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to evidence the assignment contained in this Agreement This Assignment shall be governed by and interpreted under the laws of the State of California, without regards to its principles of conflict of laws ASSIGNOR. THE CITY OF REDLANDS SUCCESSOR AGENCY OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDL,,ArrgNDS By•�G�+�iC,J 'P l W Foster, Chairperson ATTEST a.p_� ne Donaldson, Secretary