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HomeMy WebLinkAboutContracts & Agreements_111-2017 PROPERTY TRANSFER AGREEMENT This Property Transfei Agreement ("Agreement") is made as of June 6th, 2017 ("Effective Date"), among the City of Redlands a municipal corporation existing pursuant to California law ("City"), the Watchorn Lincoln Memorial Association, a California Non-Profit Public Benefit Corporation ("WLMA"), and the Contemporary Club, A California Non-Profit Public Benefit Corporation ("Club") Each of these Parties shall be referred to individually as a "Party", and collectively as the "Parties" RECITALS A On of about December 30, 2015, the Club sold to WLMA the real property and building located at 173 S Eureka Street, Redlands, California, 92373, which is more particularly described in Exhibit"A" attached hereto and incorporated herein Such real property is improved by a one-story free standing building, containing approximately 6600 square feet (`Building") The real property and building are collectively referred to herein as the "Property" B Concurrently with purchase of the Property, WLMA entered into a long-term lease of the Property with Club, which lease provides for non-exclusive point use of the Property by Club and WLMA in accordance with the terms and provisions of that certain Clubhouse Lease entered into by and between WLMA and the Club, dated Decembei 30, 2015 (herein the "Lease") C WLMA desires to gift the Property to City, pursuant to the terms and provisions set forth in this Agreement NOW THEREFORE, for good and adequate consideration, the Parties now agree as follows 1 Deed of Property and Assignment of Lease WLMA shall convey the Property to City pursuant to the form of Grant Deed attached hereto as Exhibit "B" 2 Lease Assignment 21 WLMA and City shall execute the form of Assignment of Lease attached hereto as Exhibit "C" In order to document assignment of the Lease to City of record, a Revised Memorandum Lease in the form attached hereto as Exhibit"D" shall be executed by the parties thereto and recorded in the official records of the County of San Bernardino 1caldtm\Agreements\PROPERTY TRANSFER AGREEMENT 6 6 17 docx 22 Club hereby acknowledges that there are currently no defaults under the Lease Club further acknowledges that all initial enhancements and improvements to the building described in Article 13 thereof have been satisfactorily completed as of the date of this Agreement In consideration of the assumption of the Lease by City, Club does hereby release and forever discharge WLMA and each and all of WLMA's directors, officers, partners, associates, predecessors, successors, heirs, assigns, agents, representatives, attorneys, and all persons acting by, through, under or in concert with WLMA of and from any and all manner of action or actions, cause or causes of action, at law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, rights, obligations, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (collectively referred to herein as "WLMA Claims"), which Club now has or may hereafter have against WLMA, or any of the above persons or entities by reason of or related to (r) any obligations under the Lease, (n) the construction of improvements and renovations to the Property during the period of time in which WLMA was Landlord under the Lease, or (in) any other claim arising from ownership of the Property by WLMA 23 WLMA hereby acknowledges that there are currently no defaults under the Lease In consideration of the assumption of the Lease by City, WLMA does hereby release and forever discharge Club and each and all of Club's directors, officers, partners, associates, predecessors, successors, heirs, assigns, agents, representatives, attorneys, and all persons acting by, through, under or in concert with WLMA of and from any and all manner of action or actions, cause or causes of action, at law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, rights, obligations, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (collectively referred to herein as "WLMA Claims"), which WLMA now has or may hereafter have against Club, or any of the above persons or entities by reason of or related to (r) any obligations under the Lease, (ii) the construction of improvements and renovations to the Property during the period of time in which WLMA was Landlord under the Lease, or (iii) any other claim arising from possession of the Property by Club 24 By releasing and forever discharging the WLMA Claims both known and unknown, as above provided, Club expressly waives any rights under California Civil Code Section 1542 which provides "A general release does not extend to claims which the creditor does not know of 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 " 3 Transfer of Personal Property In connection with the purchase of the Property from the Club, certain personal property was transferred from the Club to WLMA Concurrently with deeding the Property to City, WLMA will execute a Bill of Sale in the form attached hereto as Exhibit"E" transferring such personal property to City I 1caWjm\Agreements\PROPERTY TRANSFER AGREEMENT 6 6 17 docx 4 Transfer of BulldmR on an AS-IS Basis without Warrantv City acknowledges and agrees that the Property is being transferred to City in an "AS 1S" condition and "WITH ALL FAULTS" No representations or warranties whatsoever have been made or are being made by WLMA, whether express or implied, and no responsibility has been or is assumed by WLMA, or by any agent or representative acting or purporting to act on behalf of WLMA,as to the state or quality of title, the conformity of the Property to zoning requirements or accessibility to and from the Property, the suitability of the Property for Buyer's intended use, the condition or repair of the Property or as to any other fact or condition which has or might affect the Property or any portion thereof Effective as of the recordation of the grant deed from WLMA to City, City waives any and all objections to the physical characteristics and conditions of the Property City acknowledges that neither WLMA nor any of its employees, agents, or representatives has made any representations, warranties or agreements to or with City on behalf of WLMA as to any matters concerning the Property, the present use thereof, or the suitability of City's intended use of the Property The foregoing disclaimer includes, without limitation, topography, climate, air, water rights,utilities,present and future zoning, soil, subsoil,toxic waste,purpose to which the Property is suited, drainage, or access to public roads City further acknowledges and agrees that the Property is to be purchased, conveyed and accepted by City in its present condition, "AS-IS", and that no patent or latent physical condition of the Property, whether of not known or discovered, shall affect the rights of either Party hereto City has investigated and has knowledge of operative or imposed governmental laws and regulations (including, but not limited to, zoning, environmental,including specifically the regulations of the Environmental Protection Agency,and land use laws and regulations)to which the Property may be subject, and is acquiring the Property on the basis of its review and determination of the application and effect of such laws and regulations City has neither received nor relied upon any representations concerning such laws and regulations made by WLMA, WLMA's employees, agents, or any other person acting for or on behalf of WLMA City waives the rule that disclaimers of warranty shall be construed against WLMA and agrees that the disclaimer made herein shall be liberally construed in favor of WLMA 5 Property Management City acknowledges that the Property is being transferred to the City primarily for the benefit and use of the A K Smiley Library("Library") City agrees that the Property(including management of the Lease and relationships with the Club) shall be managed by the Library Administration on behalf of City 6 Prorations and Closina Costs WLMA shall pay all the costs of recordation of documents and other closing costs Any prorations of utility or other operational costs of the Property shall be mutually agreed upon by I\cMdjm\Agreements\PROPERTY TRANSFER AGREEMENT 6 6 17 docx WLMA and City, with any such prorations based on the recording date of the deed of the Property from WLMA to City 7 Miscellaneous 71 This Agreement shall be governed by the laws of the State of California and any question arising hereunder shall be construed and determined according to such laws Any actions or proceedings arising under,growing out of,or in any way related to this Agreement shall be instituted and prosecuted only in courts located in the County of San Bernardino, State of California, and each Party hereto expressly consents to the Jurisdiction of such courts and waives its rights to cause any such actions of proceedings to be instituted or prosecuted elsewhere 72 If any Party hereto shall bring any action or proceeding against any other to enforce or declare any rights herein created, or to bring about or declare the cancellation or rescission of this Agreement, the prevailing Party in such action or proceeding shall be entitled to receive from the other Party all reasonable attorney's fees, including fees for a Party's use of in- house counsel, and costs incurred in connection therewith 7-3 This Agreement, with exhibits, contains the entire agreement and understanding between the Parties with respect to transfer of the Property to City All prior agreements, terms, of conditions regarding such Property transfer are hereby superseded and deemed merged into this Agreement 74 There are no oral understandings,terms or conditions,and neither Party has relied upon any representations, express of implied, not contained in this Agreement This Agreement may not be changed orally,but only by agreement in writing and signed by both of the Parties hereto 75 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute one and the same instrument, notwithstanding the fact that both Parties are not signatory to the original or to the same counterpart ]1caldjui\Agreements\PROPERTY TRANSFER AGREEMENT 6 6 17 docx WLMA CITY OF REDLANDS Watchorn Lincoln Memorial Association, a California non-profit public benefit corporation Paul W Foster,Mayor i By, liamesi t ATTEST The Contemporary Club . ajt' rule Donaldson, City Clerk By Maxine E Flater,Flater, President I%caldjmlAgreements\PROPE RTY TRANSFER AGREEMENT 6 6 17 docx EXHIBIT "A" LEGAL DESCRIPTION A P N , 0171-291-20-0-000 Real property in the City of Redlands, County of San Bernardino, State of California, described as follows LOTS 10,11, 12 AND 21, BLOCK"E", ORANGE GROVE ADDITION, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 38, RECORDS OF SAID COUNTY 6 PROPERTY TRANSFER AGREEMENT REV 5 11 2017 EXHIBIT "B" GRANT DEED Recording Requested By and When Recorded Mail to City Clerk City of Redlands P O Box 3005 Redlands CA 92373 GRANT DEED THIS GRANT DEED (this "Deed") is executed as of the 6th day of June, 2017, from the Watchorn Lincoln Memorial Association, a California Non-Profit Public Benefit Corporation ("Grantor"), to the City of Redlands, a municipal corporation organized and existing pursuant to California law, ("Grantee") and to the Watchorn Lincoln Memorial Association ("Remainder Grantee"), as their interests are described below WITNESSETH NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor, Grantor does hereby grant, bargain and sell, unto Grantee, all the real property more particularly described on Exhibit A, attached hereto and made a part hereof, together with all of Grantor's right, title and interest in all buildings, improvements, fixtures, easements, tenements, hereditaments, and appurtenances of every kind or nature belonging thereto (hereinafter collectively referred to as the "Property"), subject to all matters of record or that would be reflected on an accurate survey The Property is conveyed to Grantee subject to the remainder interest (power of termination) conveyed to Remainder Grantee attached as Exhibit"B"hereto and incorporated herein by this reference For valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor, Grantor does hereby grant, bargain and sell, unto Remainder Grantee, a power of termination with respect to the Property pursuant to the terms and provisions set forth in Exhibit "B" hereto, which shall run with the land IN WITNESS WHEREOF, this instrument is executed as of the date stated hereinabove "Grantor" Watchorn Lincoln Memorial Association A California Non-Profit Public Benefit Corporation By r �Zziiffam D Hatf` d 4 President 1 Exhibit B 2017 05 18(Red)Grant Deed WLMA to City 5 4 2017 CERTIFICATE OF ACCEPTANCE AND ACKNOWLEDGMENT This is to certify that the interest in real property conveyed by the above Grant Deed from the Watchorn Lincoln Memorial Association, a California Non-Profit Public Benefit Corporation, as Grantor, has been accepted by Grantee, and the Grantee consents to recordation thereof, and agrees to be bound by the Restrictions and Power of Termination set forth in Exhibit "B"to the Granit Deed This is to further certify that the Power of Termination conveyed by the above Grant Deed from the Watchorn Lincoln Memorial Association, a California Non-Profit Public Benefit Corporation, as Grantor, to the Watchorn Lincoln Memorial Association, as Remainder Grantee, has been accepted by the Remainder Grantee, and Remainder Grantee consents to recordation thereof, and agrees to be bound by the Restrictions and Power of Termination set forth in Exhibit "B"to the Grant Deed "Grantee" Dated 2017 City of Redlands, a municipal corporation organized and existing 74N ifornia law e Martinenager "Remainder Grantee" Watchorn Lincoln Memorial Association Dated 2017 A California Non-Profit Public Benefit Corporation r By/ William D Hat President 2 Exhibit B 2017 05 18(Red)Grant Deed.WLMA to City 5.4.2017 A notary public or other officer completing this certificate verifies 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 BERNAR©INO ) n On &he 7-2,,r,,,,20 !7, 20-1-7, before me, -bl6 VA 6L I. , a Notary Public, personally appeared, LJt Ut 64y� I) 46�e t c;) , who proved to me on the basis of satisfactory evidence to be the personN whose namels) is/�e subscribed to the within instrument and acknowledged to me that he/s1w/tfaey executed the same in his/her/t'I-,eir authorized capacity(i1e5), and that by his/ftiE�r/th,&r signatureN on the instrument the person(s.), or the entity upon behalf of which the person(Aacted, 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 (Seal) DIANA RAINS Notary Public Is Notary Public California San Rarnmrdino County i C4nM OSIon 0 2175775 Mr Comm Expires Dee 16,2020 ,ply iy 3 Exhibit B 2017 05 18(Red)Grant Deed WLMA to City 5.4.2017 A notary public or other officer completing this certificate verifies 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 Jne 2,2-r 2D ,`287, before me, )Ctl'�G RG t� , a Notary Public, personally appeared, I0,fn b 7-&Aeld , who proved to me on the basis of satisfactory evidence to be the person(§,whose name( is/ate subscribed to the within instrument and acknowledged to me that he/sem/may executed the same in his/hoer/their authorized capacity(iL-A), and that by his/her/thkr signatureN) on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official sea[ (Seal) ` N DIANA RAINS Notary Public Notug Public-Galifarnia Sin Barnardno County z CO"Ision#2475775 D i1A Comm Expires Doc 16 2020 ail IY 'iii i4 uu y 'IYo.." IWi '1'i� 4 Exhibit B 2017 05 18(Red)Grant Deed WLMA to City 5 4 2017 A notary public or other officer completing this certificate verifies only the identity of the I: individual who signed the document to which this certificate is attached, and not the E truthfulness, accuracy, or validity of that document STATE OF CALIFORNIA ) SS COUNTY OF SAN 7BERNARD3INO ) On -7'A-he Z:1 -01 before me, D l t n a kcu (Is , a Notary Public, personally appeared, W, {j 1n m ID, [- 6� + 'A Id, who proved to me on the basis of satisfactory evidence to be the person(4 whose name( 1s/*subscribed to the within instrument and acknowledged to me that he/s�/thr,-y executed the same in his/har/fIlWir authorized capacity(1kk4), and that by his/Nr/tkeir signatureN on the instrument the personN, or the entity upon behalf of which the personN 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 (Seal) 10 IA" DIANA RAINS Notary Public Notary Public-California San Bernardino County z Commission#2175775 Mr Comm Expires Doc 16,2020 i. W aIIS iii .W au q, iy y. ,ymnrY J ql, ii 'IW W 5 Exhibit B 2017 05 18(Red)Grant Deed WLMA to City 5 4 2017 EXHIBIT "A" LEGAL DESCRIPTION A P N , 0171-291-20-0-000 Real property in the City of Redlands, County of San Bernardino,State of California, described as follows LOTS 10,11, 12 AND 21, BLOCK"E",ORANGE GROVE ADDITION, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 38, RECORDS OF SAID COUNTY 6 Exhibit B-2017 05 18(Red)Grant Deed WLMA to City 5.4 2017 EXHIBIT "B" RESTRICTIONS AND POWER OF TERMINATION The Property (as defined in the attached Grant Deed) granted to the City of Redlands, a municipal corporation existing pursuant to California law, ("GRANTEE") shall be subject to a power of termination (as defined in California Civil Code §885 010 [or similar provisions of future California state statutes]) conveyed to the Watchorn Lincoln Memorial Association, a California Non-Profit Public Benefit corporation, ("WLMA") WLMA, or any successor holder of the power of termination, shall be referred to herein as "Holder" or "Remainder Grantee" GRANTEE, and its successors in interest, shall at all times (i) Make use of and maintain the Property as a public facility for meetings, activities, luncheons, dinners, performances and other events, or any combination of the foregoing, to promote cultural, philanthropic, educational or public library values (including, without limitation, access to books, ideas, resources, information, artifacts and archives) for the benefit of the citizens of Redlands and the surrounding communities (all collectively referred to as the "Permitted Uses") and for no other purposes, (n) Refrain from mortgaging the Property or pledging or creating a security interest in the Property for any purpose, and (iii) Refrain from allowing or causing any lien or judgment of any kind to be levied against the Property The occurrence of any one or more of the following shall constitute a "Termination Event" for the puiposes of this Power of Termination (a) a failure or cessation on the part of GRANTEE, at any time and for any reason, to make use of the Property for the Permitted Uses for a continuous period of six (6) months or longer where such failure or cessation is not cured by GRANTEE within the applicable time set forth below, or (b) a failure on the part of GRANTEE to meet the requirements of Items (ii) and/or (ill) immediately above where such failure is not cured by GRANTEE within the applicable time set forth below With respect to a failure or default by GRANTEE under Item (a) immediately above, the period allowed for GRANTEE to cure the failure or default is 180 days from receipt of written notice from Holder With respect to a failure or default by GRANTEE under Item (b) immediately above, the period allowed for GRANTEE to cure the failure or default is 60 days from receipt of written notice from Holder Upon the occurrence of a Termination Event, the fee simple title to the Property shall be subject to termination by Holder in accordance with the notice and other provisions of California Civil Code §885 050 (or similar provisions of future California state statutes) Prior to the Holder exercising the power of termination, Holder will give written notice of the 7 Exhibit B 2017 05 18(Red)Grant Deed WLMA to City 5 4.2017 Termination Event to GRANTEE If GRANTEE fails to cure the Termination Event within the applicable time period specified hereinabove, Holder shall be entitled to exercise the right of termination by further notice and without need for civil litigation in accordance with §885 050 The rights and duties of Holder hereunder are assignable by the Holder, and its successors in interest, upon written appointment and acceptance thereof duly executed by Holder and by each appointed successor, but only to an entity that then qualifies as a tax- exempt, non-profit public benefit corporation Any such appointment and acceptance shall be effective upon recordation in the official records of the County of San Bernardino Upon proper exercise of the power of termination by Holder, the Holder will thereupon acquire title to the Property if Holder then qualifies as a tax-exempt, non-profit public benefit corporation, Holder will, as the Remainder Grantee, thereafter continue to hold and utilize the Property for the Permitted Uses If Holder should elect not to continue to hold title to the Property, or if Holder does not then qualify as a tax-exempt, non-profit public benefit corporation, then the Holder will convey the Property to a successor Remainder Grantee appointed by the Attorney General of the State of California (herein the "Attorney General") In such event, the Attorney General shall appoint one or more tax-exempt, non-profit public benefit entities which must agree in writing to accept and hold the Property for the Permitted Uses and which satisfy the following requirements each such organization must (i) operate in the City of Redlands or its surrounding communities and (u) be dedicated to charitable purposes which are compatible with the Permitted Uses Notwithstanding the provisions set forth herein, the parties intend that the Lease (herein "Lease") of the Property between WLMA, as Landlord, and The Contemporary Club, a California Non-Profit Public Benefit Corporation, as Tenant, which 1s dated December 30, 2015 (with WLMA's rights, obligations, duties, and responsibilities as Landlord under the Lease being assigned to and assumed by the City of Redlands, a California general law city, pursuant to an Assignment of Lease Agreement executed contemporaneously with the execution of the Grant Deed to which this Exhibit "B" is attached), shall not be terminated by any exercise of the power of termination If 1t is determined that such Lease 1s terminated by exercise of the power of termination, then, immediately upon obtaining title to the Property following exercise of the power of termination, the Remainder Grantee (as Landlord) shall enter into a new lease with the Contemporary Club, with the same terms as set forth 1n the original Lease These RESTRICTIONS AND POWER OF TERMINATION shall run with the Property for a term of thirty (30) years from the date of recordation of the Grant Deed to which this exhibit is attached, provided, however, that Holder shall be entitled to preserve the power of termination pursuant to California Civil Code §885 030 (2), except that such preservation shall be limited to 25 years from the date of recordation of the notice of intent to preserve the power of termination(so that the maximum term of the power of termination will be 55 years) 8 Exhibit 8 2017 05 18(Red)Grant Deed WLMA to City 5 4 2017 EXHIBIT "C" ASSIGNMENT OF LEASE ASSIGNMENT OF LEASE AGREEMENT This assignment of lease agreement ("Assignment Agreement") is made and entered into this 6th day of June, 2017 ("Effective Date"),by and between the Watchorn Lincoln Memorial Association("Assignor" or"Landlord")), a California non-profit public benefit corporation, The Contemporary Club, a California non-profit public benefit corporation("Contemporary Club" or "Tenant"), and the City of Redlands, a California general law city("Assignee" or"City") Assignor, Contemporary Club, and Assignee are sometimes individually referred to herein as a "Party"and, together, as the "Parties " RECITALS WHEREAS, Assignor has entered into a certain Lease Agreement("Lease Agreement"), dated December 30, 2015, (with the City executing the Lease Agreement concerning certain specified provisions on January 7, 2016),with the Contemporary Club for certain real property (the"Property" or the "Building")) situated in the City of Redlands (a copy of which is attached hereto as Exhibit"A"), and more particularly described in the Purchase& Sale Agreement dated December 13, 2015, a copy of which is attached hereto as Exhibit"B," ("Purchase Agreement"), and WHEREAS, in RECITALS B of the Lease Agreement, it states as follows "This Lease is between the Landlord and the Tenant, even though it is possible that at a later date and after completion of the Improvements (as defined in this Lease), that the Building, as well as the Landlord's interest in this Lease, will both be transferred by the Landlord to the City of Redlands ("City"), with the Building and this corresponding Lease then being operated and managed by the A K Smiley Library's ("Library")Administration, on behalf of the Landlord , and WHEREAS in Section 14 1 of the Lease Agreement, it then states as follows "The Parties agree and acknowledge that it is possible that both the Building and this Lease will subsequently be transferred/assigned by the Landlord and accepted/assumed by the City at some later time after completion of the Improvements described above in Article 13 Such an assignment and assumption of the Lease shall be implemented through execution of a Lease Assignment Form which will be in a form reasonably satisfactory to, and agreed upon by, all the Parties and the City("Landlord Assignment") Upon due execution by Landlord and the City of the Landlord Assignment, Landlord shall be released from any further responsibilities, obligations or liabilities under the Lease, other than for such responsibilities, obligation or liabilities which were outstanding at the time of the Landlord Assignment WHEREAS, in accordance with the above Recitals from the Lease Agreement, Assignor now desires to assign, transfer, and convey to Assignee, all of Assignor's right, title, duties, obligations, responsibilities, and interest in, to and under the Lease Agreement, simultaneously with the transfer of the Property to Assignee by separate Deed , and I Exhibit B 2017 05 18(Red)Contemporary Club Assignment of Lease REV 5.4.2017 WHEREAS, Assignee is desirous of receiving all of Assignor's right, title, duties, obligations, responsibilities, and interest in, to and under the Lease Agreement, simultaneously with the transfer of the Property to it by separate Deed, and WHEREAS,the Contemporary Club is in concurrence with proceeding with the above described transactions, in accordance with the terms of this Assignment Agreement NOW THEREFORE, in consideration of the mutual promises contained herein, and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows AGREEMENT Section 1 Assignor's Assignment Assignor hereby assigns, transfers, and conveys unto Assignee all of Assignor's right, title and interest in, to and under the Lease Agreement, along with all obligations, duties, and responsibilities of Landlord under the Lease, as of the effective date of this Assignment Agreement Section 2 Assignee's Assumption Assignee hereby assumes all of Assignor's rights, duties, responsibilities, and obligations under the Lease Agreement, except as may be expressly otherwise provided for herein, as of the effective date of this Assignment Agreement Pursuant to the above referenced Lease Agreement,Assignee confirms and agrees that Library Administration will be operating, managing and administering the Lease and the Real Estate on behalf of the Assignee Further pursuant to Section 5 7 of the Lease Agreement, Contemporary Club will appoint a liaison to the Library Board, who will perforin the tasks described therein, along with having the right to be in attendance at all public Library Board of Trustee Meetings, as well as at any other scheduled Library Board of Trustee Meetings where the Building is an agenda item Section 3 Defense and Indemnitv Assignor shall defend, indemnify and hold harmless Assignee, and its elected officials, employees and agents, from and against any and all claims, causes of action, damages, losses or liability, including attorneys' fees, arising prior to recordation of a deed conveying the Property to City which Assignee may be subjected to including,but not limited to, injury or death to persons or damage to property, arising from or in connection with ownership of the Property and obligations under the Lease Assignee shall defend, indemnify and hold harmless Assignor, and its officers, directors, employees and agents, from and against any and all claims, causes of action, damages, losses or liability, including attorneys' fees, arising after recordation of a deed conveying the Property to City which Assignor may be subjected to including, but not limited to, injury or death to persons or damage to property, arising from or in connection with ownership of the Property and any obligations under the Lease 2 Exhibit B 2017 05 18(Red)Contemporary Club Assignment of Lease REV 5.4.2017 Section 4 Notices Address Section 22 9 2 of the Lease Agreement is hereby amended to modify the identity and address of the Landlord as follows "Landlord City of Redlands Attention A K Smiley Library Director 125 W Vine Street Redlands, California, 92373 Section 5 Recording—New Memorandum of Lease Pursuant to Section 22 12 of the Lease Agreement, a Memorandum of Lease was recorded with the San Bernardino County Recorder in connection with execution of the Lease Agreement The Parties agree that a New Memorandum of Lease, which will be in a form reasonably satisfactory to, and agreed upon by, all the Parties, will be duly executed and also recorded with the San Bernardino County Recorder Section 6 Bindina Effect This Assignment Agreement shall be binding upon all the Parties, and inure to the benefit of all the Parties, and their respective successors and assigns Section 7 Governing Law This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of California Section 8 Entire Agreement/Amendment. This Assignment Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, and verbal and written agreements,between the Parties regarding the sante This Assignment Agreement may be amended only by written instrument executed by the Parties Section 9 No Third Partv Beneficiaries Except for the Contemporary Club identified herein, nothing expressed or implied in this Assignment Agreement is intended to confer upon any person, other than the Parties and their respective successors or permitted assigns, any right, remedies, obligations, or liabilities under, or by reason of,this Assignment Agreement Section 10 Attornevs' Fees In the event any action is commenced to enforce or interpret any of the terms or conditions of this Assignment Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery from the losing Party of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 3 Exhibit B 2017 05 18(Red)Contemporary Club Assignment of Lease REV 5 4 2017 IN WITNESS WHEREOF, this Assignment Agreement has been signed and delivered by Assignor, Contemporary Club, and Assignee as of its Effective Date CITY OF REDLANDS WATCHORN LINCOLN MEMORIAL ASSOCIATION Paul W Foster, Mayor m D Hatfield, P siden ATTEST I e Donaldson, City Clerk THE CONTEMPORARY CLUB M ine E Flater, President 4 Extubit B-2017 05 18(Red)Contemporary Club Assignment of Lease REV 5.4.2017 EXHIBIT "A" To Assignment of Lease Agreement CLUBHOUSE LEASE CLUBHOUSE LEASE This CIubhouse Lease ("Lease") is made and entered into by and between the Watchorn Lincoln Memorial Association, a California Non-Profit Public Benefit Corporation ("Landlord") and The Contemporary Club, a California Non-Profit Public Benefit Corporation ("Tenant"), with each a"Party", and collectively the"Parties" RECITALS A Immediately prior to the execution of this Lease, the Parties are entering into a Real Estate Sale Agreement("Sale Agreement")for the sale by Tenant to Landlord of the clubhouse building, all improvements, appurtenances,parking, certain Personal Property (as identified therein), and all land on which the building, improvements and parking are located (collectively the `Building"), located at 173 S Eureka Street, in Redlands, CA (with the definition of"Building" in this Lease also including any and all replacement buildings and improvements) The Parties acknowledge that the Building is being sold to Landlord at a significant discount from fair market value, with the return consideration to Tenant being this Lease where Tenant's Lease costs are also considerably below fair market value Landlord's fiends for its purchase of the Building are being provided by a significant and generous donation from a third-party benefactor("Benefactor") B This Lease is between the Landlord and the Tenant, even though it is possible that at a later date and after completion of the Improvements (as defined in this Lease),that the Building, as well as the Landlord's interest in this Lease, will both transferred by the Landlord to the City of Redlands ("City"),with the Building and this corresponding Lease then being operated and managed by the A K Smiley Library's ("Library") Administration, on behalf of the Landlord Prior to any such potential transfer The Building will be operated and managed by the Landlord's President or designee on behalf of the Landlord C The Parties desire through this Lease to cooperate together in an amicable fashion to best insure that the Building is used in a fashion which serves the charitable, cultural, educational, and community needs of Redlands and the surrounding area D Based upon all of the above background, the Parties agree as follows LEASE AGREEMENT PROVISIONS ARTICLE I BUILDING LEASE 1 1 lease of Budding On the terms as described in this Lease, Landlord leases to Tenant and Tenant leases from Landlord, generally on a non-exclusive basis as described hereinafter(except where exclusive usage is provided for under the terms of this Lease), the Building located at 173 S Eureka Street, in Redlands, CA Tenant acknowledges that Landlord has made no representation or warranty regarding the condition of the Building, except as specifically stated in this Lease ARTICLE 2 LEASE TERM 21 Lease Term The provisions of this Lease shall be effective as of the date of this Lease The term of this Lease ("Lease Term") shall be for Fifty Five (55)years,with the Lease Term commencing on the date of execution of this Lease by the Parties ("Lease Comineneement Date"), with the Lease Term expiring on the 5511 anniversary date of the Lease Commencement Date (the "Lease Expiration Date), unless this Lease is sooner terminated as provided herein 22, .Notice of Renewal Landlord shall be obligated to give notice to Tenant ("Renewal Notice") no later than ten (10) years prior to the Lease Expiration Date, which Renewal Notice shall affirmatively state whethei the Landlord intends to renew the Lease ("Lease Renewal") with Tenant for another Fifty Five (55) years, or for the maximurn term allowed by law, if less (the"Renewal Term"), on the same and identical terms which have been in effect under the Lease (other than for the Lease Commencement Date and Lease Expiration Date both being Fifty Five(55) years later than for the initial Lease Term, with other related applicable changes regarding the years to which the Renewal Term applies). Any renewal lease shall be referred to as the "Renewal Lease", with there being one(1) Renewal Lease to which the provisions of this Section 2 2 shall apply (foi a total potential Lease Term [including the one renewal] of one hundred ten [1101 years) Should Landlord in the Renewal Notice indicate its intent to enter into a Lease Renewal,then the Parties shall execute a Renewal Lease within thirty (3 0) days of the Renewal Notice, with the commencement of the Renewal Term occurring on the same day as the Lease Expiration Date. To encourage the Landlord to renew the Lease (which decision is within the sole discretion and power of the Landlord),if Landlord states in the Renewal Notice that it does not intend to renew the Lease as of the Lease Expiration Date, then the Lease will automatically convert to an exclusive Lease for the last ten(10)years of the Lease Term ("Exclusive Use Period), such that Tenant's right to use of the Building during such Exclusive Use Period would be absolute and exclusive, with no other Party (including the Page 2 of 23 Clubhouse Lcasc is entered into by and between the Watchorn Lincoln Memorial Association,a California Non-Profit Public Benefit Corporation("Landlord")and The Contemporary Club,a Cahromia Non-Profit Public Benefit Corporation("Tenant") Landlord)having any rights to use the Building in any mannei during such Exclusive Use Period, regardless of anything to the contrary in this Lease 23 Lease Year For purposes of this Lease, the term Lease Year("Lease Year") means each consecutive twelve-month(12--month) period during the Lease Term, provided, however (a) The first Lease Year commences on the Lease Commencement Date and ends on the last day of December, 2016, (b)The second(2nd) and each succeeding Lease Year commences on the first day of the next calendar year, and (c) The last Lease Year ends on the Lease Expiration Date or earlier date of termination 24 Tenant's Right to Terminate Lease At any time during the Lease Term or during any Renewal Term, Tenant shall have the right, upon thirty (3 0) days prior written notice to Landlord, to terminate the Lease, with neither Party having any further obligations to each other upon such Lease termination, other than an obligation to mutually cooperate together to facilitate such Lease termination Further, at any time during the Lease Term or during any Renewal Term,should Tenant fail to use the Building (as described in Section 5 2)for a continuous five (5) year term,it shall be deemed that Tenant has abandoned the Lease, and Landlord shall have the right to terminate the Lease upon written notice to the Tenant 25 Material Negative Changes in Tenant's Corporate Object or Operations Should Tenant intend to materially change its"Object", as described in its existing Corporate Bylaws ("The object of The Contemporary Club shall be to improve the welfare and duality of life in the community and serve the cultural, philanthropic and education interests of its members"), it shall first notify the Landlord in writing of such proposed change ("Proposed Change"). If the Landlord in good faith determines both(i) that the Proposed Change so materially and adversely changes the operations and Object of Tenant,so that its continued Lease of the Building from the Landlord would negatively &materially ieflect on the Landlord, and (ii) that Tenant after the Proposed Change would no longer meet the eligibility criteria of the Library for organizations which use Library facilities, it must so notify Tenant in writing with such specificity that it is clear what language in the proposed Change is unacceptable to Landlord and why Further, if the Landlord determines in good faith that Tenant, even without any such Proposed Change, has both(i) so materially and adversely changed its operations so that its continued Lease of the Building from the Landlord is negatively& materially reflecting on the Landlord,and (ii)that Tenant's operations also no longer meet the eligibility criteria of the Library for organizations which use Library facilities,it must so notify Tenant in writing with such specificity that it is clear what elements of Tenant's operations are unacceptable to Landlord and why The Parties agree to quickly meet and discuss any and all issues raised under this Section, so that each Party's position and rationale is clear to the other Party, with a good faith attempt being made on behalf of both Parties to reach a resolution of any such dispute, Page 3 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Mon Profit Public Benefit Corporation('Landlord')and The Contemporary Club,a California Tion-Profit Publ is Benefit Corporation("Tenant") without the need for either Party to invoice the Dispute Resolution procedures specified in Article 18 if in spite of this, should Tenant still disagree with any such Landlord determination, either Party may invoke the Dispute Resolution procedures in Article 18 of this Lease,up to and including potential Arbitration Should the dispute go to Arbitration, and the Arbitrator upholds the position of the Landlord, then, as applicable. (a) Tenant may either not proceed with the Proposed Change, or it may proceed with the Proposed Change (with written notice to Landlord), but with Landlord then having the right for a thirty (30) day period after receipt of such notice to terminate the Lease upon written notice to Tenant, or(b), as applicable, Tenant may modify its operations so that its operations either(i) no Ionger negatively &materially reflect on the Landlord, or(u) so that its operations would again meet the eligibility criteria for organizations which use Library facilities Should the Parties disagree on whether Tenant has made sufficient operational changes, the Dispute Resolution procedures in Article 18 of this Lease could again be invoked by either Party, including Arbitration,if necessary Should this dispute go to Arbitration, and the Arbitrator uphold the position of the Landlord,then, as applicable (a) Tenant must either further modify its operations so that its operations either(1) no longer would negatively &materially reflect on the Landlord, or(ii) so that its operations would again meet the eligibility criteria for organizations which use Library facilities, or(b)Tenant may decide (and must give Landlord written notice) that it will not make such operational changes, but with corresponding right of Landlord for a thirty (30) day period after receipt of such notice to terminate this Lease upon written notice to Tenant 26 Landlord's Sale of Building During the Lease Term, Tenant agrees to the potential transfer of this Lease and the Building, as provided for in Section 14 1,without Landlord having to meet the standard for transfer set forth in this Section 2 6 For any other transfer, Landlord agrees that it will only be permitted to sell the Building upon Landlord incurring severe financial challenges which necessitated the sale of the Building, with Landlord providing supporting documentation to Tenant confirming the severe financial challenges Landlord agrees to meet and confer in good faith with Tenant prior to initiating any steps for any such contemplated sale Landlord covenants and agrees that in any such sale of the Building the purchaser must specifically agree to be bound by and honor the terms of this Lease,unless the Landlord and Tenant specially agree in writing to modifications to this covenant of Landlord prior to such sale ARTICLE 3 BASE REFIT 3 1 Base Rent. Tenant shall pay to Landlord base rent (Base Rent) in the amount of Fifty Dollars ($50) in advance on or before the first day of every calendar year during the Lease Term, beginning in 2016, without any prioi demand, setoff, or deduction Payment shall be made at any place that Landlord may from time to time designate in wilting, or if there is no such designation, to the address for notice to Landlord hereinafter described Payment must be in United States dollars, either in the form of a check(drawn on a bank located in the State of California) or via electronically transmitted funds. Page 4 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association a California Non Profit Public Benefit Corporation("Landlord")and The Contemporary Club,a California Non Profit Public Benefit Corporacion("Tenant") 32 Security Deposit No Security Deposit shall be required from Tenant ARTICLE 4 ADDITIONAL, RENT/OPERATING COSTS 41 Additional Rent Tenant shall have no liability or obligation to pay any additional rent of any kind to Landlord, but Tenant's sole obligation concerning the payment of rent is to pay the Base Rent specified above Landlord, in recognition of the significant discount being given by Tenant in the purchase price for the sale of the Building(as described above in the Recitals), shall be solely responsible for paying all expenses, costs and amounts related in any manner to the operation, ownership, management, maintenance, security,usage,upkeep, and/or repair of the Building (collectively"Operations"), so as to maintain the Building in a good and satisfactory condition Such Landlord obligations shall include, but not be limited to, the following expenses and expense categories (collectively the"Operating Costs") The definition of"Operating Costs"includes, but is not limited to, any and all amounts paid or incurred for the following- (a) ollowing(a) The cost of supplying all utilities (b) The cost of operating, managing, maintaining, and repairing the following systems utility, electrical, mechanical, and water and sanitation (c) The cost of supplies,tools and equipment necessary for Operations, and the costs of service contracts necessary for the Building (d) The cost of licenses, certificates,permits, and inspections (e) The cost of all insurance carried by Landlord (f) Pees, charges, and other costs including management fees (or amounts in lieu of such fees), consulting fees, legal fees, or any other fees of all persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the Operations (g) The cost of parking area maintenance, repair, and restoration, including resurfacing, repainting, restriping, and cleaning (h) Wages, salaries, and other compensation and benefits of all persons engaged in the Operations of the Building,plus employer's Social Security taxes, unemployment taxes, insurance, and any other taxes imposed on Landlord that may be levied on those wages, salaries, and other compensation and benefits Page 5 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation("Landlord")and The Contemporary Club,a California Non Profit Public Benefit Corporation("Tenant") (i) Amortization and/or Depreciation (�) The cost of capital improvements, replacements, or other costs incurred in connection with the Building. (k) Modification, alteration, or repair of any portion of the Building, including all fixtures and personal Property of Landlord in the Building, (1) Correcting defects in the Building or any equipment or fixtures appurtenant to, or used in, the Building, and (m) Any form of taxes related in any manner to the Building ARTICLE 5 USE OF BUILDING 5 1 Landlord's Use Landlord agrees that its use of the Building will be generally consistent with present uses of the Library facilities, in enhancing the culture and education of the community 52 Tenant's Use Tenant agrees that its use of the Building will be generally consistent with its present uses of the Building, as it strives to fulfill its Corporate Object, through meetings, luncheons and dinners, events and activities 53 Tenant's Allocated Hours for Its Exclusive Usage Landlord agrees that Tenant will be allocated Twenty Five Percent(25%) of the total hours at the Building, with this allocation being calculated as follows 365 days x 9 hours a day x 25%= 821 hours of allotted time ("Tenant Hours") which is dedicated to Tenant's exclusive use of the Building during such Tenant Hours Tenant's use of Tenant Hours is not limited to day-time hours, but may also be used for evening hours Tenant may allow other organizations/individuals (such as the Kimberly Juniors ["KJs"], another non-profit entity for which Tenant has served as the sponsor for many years) to use such part of Tenant Hours as Tenant determines (so that Tenant may serve as gracious hosts in the Redlands community),but with all such other non-Tenant usage subject to non-Tenant meetings the Landlord's current insurance (with such non-Tenant insurance being primary insurance, with Landlord and Tenant both named as additional insureds) and eligibility requirements,similar to the requirements for use of the Library's Assembly Room, as well as non-Tenant's execution of an Indemnification Agreement with Landlord and Tenant reasonably establishing that any such non-Tenant is responsible for any claims or damages that arise in connection with its usage of the Property Failure by a non-Tenant to satisfy the requirements of this Section, including but not limited to insurance and indemnification requirements, shall entitle Landlord to prevent such non-Tenant's use of the Property until such requirements are satisfied The total amount of Tenant Hours which Tenant may allocate:out of its Tenant Hours Page 6 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Rion Profit Public Benefit Corporation("Landlord")and The Contemporary Club a California Non-Profit Public Benefit Corporation("Tenant") to other individuals/groups (excluding KJs) shall be limited to not more than 33% of the Tenant Hours Tenant also agrees that it will no longer rent out the Building, or enter into arrangements with other organizations/individuals, where Tenant Hours for usage of the Building are provided to such other organization/individuals in exchange for a contribution to TENANT 54 Scheduling Usage of Tenant's Exclusive Hours Tenant's Liaison (as defined below) shall submit a schedule of its reserved exclusive Tenant Hours (which can incorporate I4Js requested hours, which must come through Tenant to Landlord)by August 1 of each year ("Tenant Reservation Schedule"), with the dates and times listed that Tenant is reserving for the following 12 month period, commencing with October I of that year through`September 30 of the following yeas ("Reservation Year") Tenant shall have first priority, on a yearly basis, in reserving the times and dates on which it shall use its Tenant Hours If subsequent to August 1 during any Lease Year, Tenant determines that additional hours will be needed which were not included on the Tenant Reservation Schedule previously submitted to Landlord, and so notifies Landlord, and Tenant had not already reserved its fWl allocation of Tenant Hours for that Reservation Year, then Landlord shall make such additional time available for Tenant usage if Landlord has not previously committed the Building to other activities for the requested time Both Parties agree to use good faith efforts in this scheduling process, so that only actual and contemplated events are scheduled, such that the master calendar(maintained by Library Administration) is not filled with speculative events 5 5 Cooperation The Parties agree to cooperate together in an amicable fashion to best insure that the Building is effectively used in a manner as described herein Further, Landlord and City will coordinate with Tenant in snaking Library facilities available to Tenant, if necessary, with such use of Library facilities being counted against Tenant's Hour allocation at the Building 5.6 Open Access for Tenant, In addition to Tenant Hours, Landlord is committed to allowing open access to the Building to the Tenant and its members at times that they reasonably desire The goal is that there is a good faith ongoing feeling that the Building remains a welcome home for Tenant and its members To clarify the intent of this Section 5 6,"open access"shall not expand the number of Tenant Hours specified above in Section 5 3 herein, rather, consistent with this Section, "open access"refers to the ability of the members to have access to the Building for purposes ancillary to Tenant's use of the Building in accordance with the terms of this Lease Howevei, Tenant on behalf of its members agrees,/to be respectful of, and to minimize disruption to, any Landlord/Library events that may be taking place in the Building, even:as Tenant has access to the Building 57 Tenant Liaison &,Library Administration of Building Should the Landlord Assignment(as hereinafter described) occur, Tenant shall have the right, in its discretion,to appoint a liaison to the Library Board,who would have the right to be in attendance at all public Library Board of Trustee Meetings,as well as any other scheduled Library Board of Trustee Page 7 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation("Landlord")and The Contemporary Club,a California Non-Profit Public Benefit Corporation("Tenant") Meetings where the Building is an agenda item This representative("Liaison")would also serve as Tenant's Liaison with the Landlord for ongoing Lease and related issues, with day-to-day operational issues affecting Tenant's use of the Building being handled between the Liaison and Landlord's President or designee on behalf of the Landlord (with this and all other references in the Lease to services and management being provided by Landlord's President or designee to be fulfilled by Library Administration after—any Landlord Assignment) 5 S Rental Income Landlord will honor, coordinate, oversee and receive the income from any and all rentals of the Building which rental arrangements were made by Tenant prior to the Lease Commencement Date, for a period of three months after the Lease Commencement Date ARTICLE 6 COMPLIANCE WITH LAWS 6 1 Definition of"Laws and Orders " For purposes of this Article 6, the term Laws and Orders ("Laws and Orders") includes all federal, state, county, or government agency laws, statutes, ordinances, standards,rules,requirements, or orders now in force or hereafter enacted, promulgated, or issued The term also includes government measures regulating or enforcing public access, occupational,health, or safety standards for employers, employees, landlords, or tenants. 62 Compliance Both Parties agree to comply with Laws and Order regarding their respective rights and obligations during the term of this Lease, ARTICLE 7 HAZARDOUS MATERIAL 71 Use of Hazardous Material Tenant shall not cause or permit any Hazardous Material, as defined in this Article 7, to be generated, brought onto, used,stored, or disposed of in or about the Building by Tenant or its agents, employees, contractors, subtenants, or invitees, except for such substances that are required in the ordinary course of Tenant's operations in the Building, or are otherwise approved by Landlord Tenant shall (a) Use, store,and dispose of all such Hazardous Material in compliance with all applicable statutes, ordinances, and regulations in effect during the Lease Terni that relate to public health and safety and protection of the environment (Environmental Laws), and (b) Comply at all times during the Lease Term with all Environmental Laws Page 8 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non-Profit Public Benefit Corporation('Landlord')and The Contemporary Club,a Cahrorma Non Profit Public Benefit Corporation("Tenant") If, during the Lease Term, either Landlord or Tenant becomes aware of(a) any actual or threatened release of any Hazardous Material on, under, or about the Building or(b) any inquiry, investigation,proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the Building,that Party shall give the other Party written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to the other Party copies of any claims, notices of violation,reports, or other writings received by the Party providing notice that concern the release or investigation 72 Definition of Hazardous Material As used in this Article 8,the term Hazardous Material ("Hazardous Material") shall mean any hazardous or tonic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any local government authority having jurisdiction over the Building. Hazardous Material includes (a) Any"hazardous substance," as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 USC §§960.1-9675), (b) "Hazardous waste,"as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 USC §§6901-69921c), (c) Any pollutant,contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect), (d) Petroleum products, (e) Radioactive material, including any source, special nuclear, or by-product material as defined in 42 USC §§2011-2297g-4, and (f) Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs ARTICLE S UTILITIES AND SER'V'ICES 81 Standard Tenant Utilities and Services Subject to applicable government rules, regulations, and guidelines and the rules or actions of the public utility furnishing the service, Landlord shall provide on all days during this Lease, (except that Landlord is not responsible for utilities not being temporarily available at the Building for causes beyond the reasonable control Page 9 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln memorial Association,a California Non-Profit Public Benefit Corporation('Landlorc")and The Contemporary Club a California Non-Profit Public Benefit Corporation(`"Tenant") of the Landlord, at its expense, all utilities and services customarily available at either Landlord buildings or at comparable office buildings, which utilities and services shall include, but not limited to, the following 8.1.1. Heating and Air Conditioning 8 1 2 Electricity Landlord shall provide electricity for lighting and power in the Building 8 13 Yater Landlord shall provide water from the regular Building outlets foi drinking, lavatory, and toilet purposes, 8 14 Janitorial Services Landlord shall provide janitorial services as reasonably needed in and about the Building and foi the restrooms 8 1 5 Trash Services Landlord shall arrange for regular trash removal ARTICLE 9 REPAIRS AND MAINTENANCE 91 Landlord's Repair and Maintenance Obligations Landlord shall, at Landlord's sole expense, and consistent with Article 4, repair,replace as necessary, and maintain in good order and condition the Building,including all kitchen equipment located therein 9.2. Tenant's Liaison Coordination, The Tenant's Liaison will be the designated individual to raise, discuss and negotiate issues with Library Administration concerning any conditions or issues of concern at the Building, with the Parties committing to work together in good faith to resolve any such issues of concern ARTICLE 10 ALTERATIONS, MODIFICATIONS, AND ADDITIONS 101 Tenant Alternations Tenant shall not be permitted to make any alterations, modifications, deletions and/or additions ("Alterations")to the Building without the prior written consent of Landlord, which consent shall be in the sole discretion of the Landlord 102 Landlord Alterations Should Landlord contemplate making any Alterations to the Building, it agrees to first consult with Tenant about any such Alterations Further, if any such Alterations would materially negatively impact Tenant's usage of the Building and/oi for its use of Tenant's Hours (which specifically would include,but not be limited to, any material reduction in size of the auditorium and/or the kitchen), the written approval of Tenant shall be Page 10 of 23 ClubhorEse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a Cal iforni a Non-Profit Public Benera Corporation("Landlord")and The Contemporary Club,a California Non-Profit Public Benefit Corporation("Tenant") required prior to commencement of any such Alterations, which approval shall not be unreasonably withheld ARTICLE 11 INSURANCE 11 1 Tenant's Liability Coverage Tenant shall, at Tenant's sole expense, maintain the coverages set forth in this section 11 1 1 General Liability Insurance Tenant shall obtain commercial general liability insurance written on an"occurrence"policy form, covering bodily injury and property damage, arising out of or relating(directly or indirectly) to Tenant's use or occupancy of the Building, with coverage limits of $1,000,000 per occurrence, $2,000,000 annual aggregate, with Tenant also required to carry liquor liability insurance with the same coverage limits should Tenant, of any of its invitees (per Section S 3)plan on making any alcoholic beverages available at the Building The coverage limits of such insurance as specified above are subject to reasonable adjustment by Landlord over time, consistent with commercial practices for Buildings of similar use in the Southern California area 11 12 Additional Insureds Landlord shall be named as an additional insured under Tenant's general liability insurance In addition,the general liability insurance must provide that the insurance may not be canceled, nonrenewed, or the subject of material change in coverage or available limits of coverage, except on thirty(30) days' prior written notice to Landlord I 1 13 Failure to Obtain Insurance Should Tenant willfully fail and refuse to obtain such General Liability Insurance as is required under Section I I i 1 and 11 12 above, and such failure continues after Landlord follows the default cure procedures provided for hereinafter used Section 16.1, then Landlord shall have the right to terminate the Lease,upon written notice to Tenant 112 Landlord's Property Insurance Landlord shall, at Landlord's sole expense, procure and maintain during the Lease Term, all-risk commercial property insurance for the full replacement cost of the Building,with broad coverage for various casualties, or, in the alternative, Landlord shall self-insure to provide comparable property insurance also for the full replacement cost of the Building, with actuarial sound reserves for such self-insurance, and with excess insurance in commercially reasonable amounts On inquiry by Tenant from time to time, Landlord shall inform and provide confirming documentation to Tenant of the details of such insurance carried by, or self-insurance provided by Landlord 113 Landlord Indemnification by Tenant Tenant agrees to indemnify, defend (with counsel reasonably acceptable to Landlord), and hold harmless Landlord against and from any and all claims, actions, proceedings, liabilities, costs or expenses (collectively "Claims") arising Page 11 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non Profit Public Benerit Corporation( Landlord")aria The Contemporary Club a California Non-Profit Public Benefit Corporation C'Tenant") out of or related to the use and occupancy of the Building by Tenant and Tenant's agents, employees, and members, including without limitation, any Claims arising from any activity, work, or thing done or permitted or suffered (except as such are done by Landlord, its agents, employees or contractors) by Tenant in or about the Building (as described in Recital A), and Tenant shall further indemnify, defend, and hold harmless Landlord against and from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant, or of Tenant's agents, contractors or employees However, notwithstanding anything herein to the contrary, Tenant shall have no obligation to indemnify, defend, or hold harmless Landlord (1) from any Claims resulting from the intentional or grossly negligent acts of Landlord or Landlord's agents, contractors or employees, nor (2) from any Claims for which Landlord, pursuant to Section 114 hereinafter, has an obligation to indemnify, defend and hold harmless Tenant 114 Tenant Indemnification by Landlord Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant), and hold harmless Tenant against and from any and all Claims arising out of or related to the ownership, management, operation, and/or use and occupancy of the Building by Landlord and Landlord's agents, employees, guests, invitees or customers, including without limitation, any Claims arising from any activity, work, or thing done or permitted or suffered by Landlord in or about the Building (as described in Recital A), and Landlord shall further indemnify, defend, and hold harmless Tenant against and from any breach or default in the performance of any obligation on Landlord's part to be performed under the terms of this Lease of arising from any act, neglect, fault or omission of Landlord, or of Landlord's agents, contractors or employees However, notwithstanding anything herein to the contrary, Landlord shall have no obligation to indemnify, defend, or hold harmless Tenant (1) from any Claims resulting from the intentional or grossly negligent acts of Tenant or Tenant's agents, members or employees, nor (2) from any Claims for which Tenant, pursuant to Section 113 hereinabove, has an obligation to indemnify, defend and hold harmless Landlord ARTICLE 12 DAMAGE AND DESTRUCTION 12 1, Rebudding/Restoi ation Should the Building be destroyed or materially damaged during the course of the Lease Term,where the destruction or loss is covered by Landlord's casualty insurance,the Landlord agrees to rebuild or fully restore the Building, as applicable, during the first Twenty Five(25) years of the Lease("Rebuilding Term"), in such a manner that Tenant's usage of the Building will not be negatively impacted During such rebuilding/restoration period, Landlord would provide alternate meeting space foi TENANT (and TENANT can incorporate KJ meeting space needs along with its own, but all of which must be coordinated through TENANT) at no cost to Tenant 12 2 Alternate Arrangements After expiration of the Rebuilding Term, should the Building be destroyed or materially damaged, with the Landlord in good faith desiring to not rebuild or restore the Building, the Parties agree to in good faith meet and confer with each other Page 12 of 23 Clubhouse Cease is entered into by and between the Watchom Lincoln Memorial Association,a California tion-Profit Public Benefit Corporation("Landlord")and The ContemPorary Club,a California Non-Profit Public Benefit Corporation('Tenant") to reach agreement on alternate arrangements for satisfactorily meeting Tenant's needs (and TENANT can again incorporate KJ space needs along with its own, but all of which must be coordinated through TENANT)for meeting space and events, such that TENANT is not .negatively materially impacted by such decision of Landlord to not rebuild/restore 123 1Vo Casualty Insurance Coverage Should the Building be destroyed or materially damaged during the course of the Lease where the destruction or loss is not covered by Landlord's casualty insurance, and other critical buildings owned by the Landlord are also destroyed or materially damaged from the same catastrophic event (i.e , major earthquake),then the Landlord in good faith will prioritize and develop a schedule for rebuilding such affected buildings, including the Building, recognizing that such a rebuilding schedule will have to take into account the financial resources available to the Landlord Until such time that the Building is rebuilt/restored,Landlord will in good faith provide (taking into account the level of overall destruction to Landlord facilities) alternate meeting space for TENANT(and TENANT can incorporate KJ meeting space needs along with its own, but all of which must be coordinated through TENANT) at no charge to Tenant 12 4. Waiver of Statutory Provisions The provisions of this Lease, including those in this Article 12 constitute an express agreement between Landlord and Tenant that applies in the event of any casualty to the Building Landlord and Tenant,therefore, each fully waives the provisions of any statute or regulation, including California Civil Code §§1932(2) and 1933(4), or any successor statute, relating to any rights or obligations concerning a casualty ARTICLE 13 INITIAL ENHANCEMENTS & IMPROVEMENTS TO BUILDING 13 1 Improvements It is acknowledged by the Parties that there are enhancements and improvements needed for the Building, which will be addressed through a generous charitable contribution to the Landlord in the amount of$200,000 from the Benefactor("Improvement Funding")to fund such necessary Improvements ("Improvement(s)") This charitable contribution will be made shortly before the Lease Commencement Date In the event that the Improvements cost more than the Improvement Funding, the City will have no responsibility or financial exposure for paying for any such Improvements where the cost exceeds the Improvement funding 13.2. Priorities far Improvements The Parties agree that the priority for the Improvements and use of the Improvement Funding, in addition to paying for the cost of Building inspections and preparation of Improvement plans,will be for upgrades to the following areas (1) ADA compliant restrooms, (2)reasonably address the identified issues from the Building.Inspection Report dated 10/05/15 from PillarToPost, Inspection No 26753073,and (3) safety and security upgrades, as necessary The City has agreed to use good faith efforts to expedite any necessary review and approval of the Improvement plans, as it is recognized that the Building will be unusable (in whole or in part) for the community, Library/Landlord and Page 13 of 23 Clubhouse lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation C Landlord')and The Contemporary Club,a California Non-Profit Public Benefit Corporation C'Tenant") Tenant functions during the work on such Improvements The goal of the Parties is to fast track the Improvements, so as to rapidly bring the Building fully on line for Landlord/Library functions, and to minimize disruptions to Tenant and others The Improvement plans must be jointly agreed upon and approved in writing by Landlord and Tenant, in consultation with the City and Board of Trustees of the Library 133 Timing oflmprovements. The scheduling and timely completion of the Improvements is critical to all the Parties It is contemplated that the mayor Improvements would commence on May 1, 2016 (with minor Improvements which do not disrupt ongoing use of the Building commencing prior to that date),with a goal of completion of the Improvements by September 30, 2015 The Parties agree that the early retention of a mutually acceptable Architect or Consultant to commence work on potential plans far the Improvements (including the priority items described above in Section 13 2) is critical Use of financial incentives to encourage the mutually approved and selected contractor to timely complete the Improvements will be considered Should the Improvements, despite such efforts, not be completed by that September 30th date,the City agrees to make available to Tenant at no charge other facilities at the Library for meetings/events which were on Tenant Reservation Schedule Recognizing the vagaries of remodeling work, the Parties and the City agree to cooperate in good faith in coordinating the various meeting/event schedules during any such delay in completing the Improvements Commencing as of May 1, 2016, Landlord agrees to provide bi-weekly reports to the City on the progress of the Improvements ARTICLE 14 ASSIGNMENT AND SUBLEASING 14 1 Potential Building Transfer&Lease Assignment by Landlord The Parties agree and acknowledge that it is possible that both the Building and this Lease will subsequently be transferred/assigned by the Landlord and accepted/assumed by the City at some later time after completion of the Improvements described above in Article 13 Such an assignment and assumption of the Lease shall be implemented through execution of a Lease Assignment Form which will be in a form reasonably satisfactory to, and agreed upon by, all the Parties and the City ("Landlord Assignment") Upon due execution by Landlord and the City of the Landlord Assignment, Landlord shall be released from any further responsibilities, obligations or liabilities under the Lease, other than for such responsibilities, obligations or liabilities which were outstanding at the time of the Landlord Assignment 14 2 Assignment of Tenant Rights to KJs, with Limitations If the Corporate existence of Tenant was dissolved in the future, with Tenant no longer existing in any form as an entity, then the Parties agree that Tenant's rights under the Lease will be assigned to the KJs, so long as the KJs are then in existence,upon written agreement from the KJs that it will assume all obligations, liabilities and responsibilities of Tenant under the Lease. However, with such assignment and assumption of the Lease to KJs, the following limitations on Tenant's rights will apply Page 14 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation("Landlord )and The Contemporary Club a California Non Profit Public Benefit Corporation("'l'enarif) 14 2 1 The number of Tenant Hours will be reduced to 150 hours (with up to 125 hours being Saturday morning hours)per Lease Year,to reflect the Fact that as Contemporary Club would no longer be a Party to the Lease,there would be a corresponding reduction in the required usage of the Building by Tenant 14 2 2 Should the KJs cease to be in existence as an organization after any such assignment but still during the Lease Term,then upon any such cessation, the Lease will automatically terminate Further, at any time during the Lease Term or during any Renewal Term, should KJs fail to use the Building for a continuous five (5) year term after any such assignment, it shall be deemed that KJs have abandoned the Lease, and Landlord shall have the right to terminate the Lease upon written notice to the KJs 14 3 Non Assignability Except as expressly provided in Section 14 2 hereof,Tenant's nghts to utilize the Building pursuant to this Lease shall not be assignable, without the prior written consent of Landlord,which may be granted or denied in its sole discretion Any purported assignment which violates this Section shall be null and void ARTICLE 15 HOLDING OVER 151 Holdover If Tenant remains in non-exclusive possession of the Building after expiration or earlier termination of this Lease with Landlord's consent, Tenant's occupancy shall be on a year-to-year tenancy on the terms and conditions of this Lease which were in effect during the immediately preceding Lease Year If Tenant remains in possession of the Premises after expiration or earlier termination of this Lease without Landlord's consent, Tenant's continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay as rent during the holdover period an amount equal to the fair market rental rate at the time of the holdover ARTICLE 16 DEFAULTS AND REMEDIES 16 1 T'enant's Default Tenant's failure to perform any material obligations under this Lease shall constitute a default by Tenant under the Lease if the failure continues for thirty(30) days after written notice of the failure from Landlord to Tenant If the required cure of the noticed default cannot reasonably be completed within thirty (30) days, Tenant's failure to perform shall constitute a default under the Lease unless Tenant undertakes to cure the failure promptly, and in any event within thirty (30) days, and diligently and continuously attempts to complete the cure as soon as is reasonably possible Tenant, however, may dispute whether in Page 15 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non-Profit Public Benefit Corporation("Landlord')and The Contemporary Club,a California Non-Profit Public Benefit Corporation("Tenant") fact such a failure to perforin has occurred by following the Dispute Resolution procedures described below in Article 18, and no default shall be deemed to have occurred until such a determination has been made in the Arbitration 162 Landlord's Remedies on Tenant's Default Subieet to anv potential Lease termination as Drovided for under Sections 2.4,2.5 and 1113, on the occurrence of an uncured default by Tenant, the Parties agree that Landlord's remedies will be limited strictly to monetary damages (as more fully described below in Article 18,Dispute Resolution), and except as Drovided above, Landlord specifically waives any right to terminate this Lease and recover possession of the Premises upon any such uncured default by Tenant 163 Tenant's Remedies on Landlord's Default Landlord's failure to perform any of its material obligations under this Lease shall constitute a default by Landlord under the Lease if the failure continues for thirty(30) days after written notice of the failure from Tenant to Landlord if the required performance cannot reasonably be completed within thirty(30) days, Landlord's failure to perforin shall constitute a default under the Lease unless Landlord undertakes to cure the failure promptly after notice,and in any event, within thirty(30) days and thereafter diligently and continuously attempts to complete this cure as soon as reasonably possible Landlord, however, may dispute whether in fact such a failure to perform has occurred by following the Dispute Resolution procedures described below in Article 18,and no default shall be deemed to have occurred until such a determination has been made in the Arbitration. 164 Tenant's Remedies on Landlord's Default On the occurrence of an uncured default by Landlord, the Parties agree that Tenant's remedies will be strictly limited to monetary damages, as more fully described below in Article 18 ARTICLE 17 NONWAIVER 171 Nonwaiver No waiver of any provision of this Lease shall be implied by any failure of either Party to enforce any remedy for the violation of that provision, even if that violation continues or is repeated Any waiver by a Party of any provision of this Lease must be in writing Such written waiver shall affect only the provision specified and only for the time and in the manner stated in the writing ARTICLE I$ DISPUTE RESOLUTION 18 1 Meet do Confer The Parties shall attempt in good faith to resolve any dispute, claim or controversy ("Dispute")which arises out of or relates to the Lease, its terms or operation Any Party may give the other Party written notice of any Dispute not resolved in the Page 15 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Mon-Profit Public Benefit Corporation("Landlord")and The Contemporary Club,a California Non-Profit Public Benefit Corporation("Tenant") normal course of business 'Within fifteen(15) days after delivery of the notice, the Parties agree to have representatives with the authority to settle any such Dispute initially"meet&confer,"in a good faith attempt to resolve any such Dispute in a mutually cooperative spirit,reflective of both organizations commitment to the Redlands community I 8 2 Mediation Should any such Dispute not be resolved between the Parties during the "meet&confer"process described above, then either Party may by written request submit the dispute to mandatory mediation ("Mediation") conducted by IVAMS Aibitration& Mediation Services ("IVAMS"), or any successor entity if IVAMS is no longer in existence The Parties will cooperate with IVAMS and each other in selecting a mediator from the IVAMS panel and in scheduling the Mediation proceedings The Parties agree that they will participate in the Mediation in good faith Both Parties further commit that all reasonable good faith efforts shall be made by both Parties to resolve any such Dispute through this Mediation process, as the mutual goal of both Parties is that the binding Arbitration step which follows is never needed between the Parties All offers,promises, conduct and statements,whether oral or written, made in the course of the Mediation acid/or Arbitration are confidential and inadmissible for any purpose, provided that evidence that is otherwise admissible of discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the Mediation 183 Binding Arbitration Should any such Dispute not be resolved between the Parties through the Mediation process, then the Dispute shall be resolved by neutral binding arbitration ("Arbitration"), which shall be initiated by eithei Party by filing a written demand for arbitration at any time following the initial mediation session, or within 60 days from the date of the initial written request for Mediation, whichever occurs first The Arbitration shall be conducted by a single arbitrator mutually agreed to from the arbitration panel of IVAMS, or successor entity thereto, with the Arbitration to be held in accordance with the IVAMS Arbitration Rules, other than as specifically described herein. Such arbitrator must be a different individual from the mediator previously used between the Parties, as described above Judgment on the award rendered by the arbitrator may be entered iia any Court having jurisdiction over the Dispute Howevei, irrespective of anything to the contrary in this Section, the Parties shall each have the right to file with a court of competent jurisdiction an action for equitable relief Further, upon termination of the Lease,with Tenant refusing to vacate the Building, Landlord may pursue an unlawful detainer action with the court of competent jurisdiction to obtain Rill possession of the Building These limited exceptions hall not waive any Party's arbitration rights undei this Lease 18.3.1. Qualifications of Arbitrators) The arbitrator(s) shall be either a retired fudge or an attorney with a minimum of ten (10)years' experience handling commercial real estate lease matters 18 3 2 Venue Any Arbitration Hearing shall be held within forty miles of Redlands, California, or at another venue determined by mutual written agreement of the Parties Page 17 of 23 Clubhouse Lease is entered into by and between the Watchom Lincoln Memorial Association,a California Non-Profit Public Benefit Corporation("Landlord")and The Contemporary Club,a California bion Profit Public Benefit Corporation("Tenant") 18 3.3. Limitation on Claims No demand for Arbitration may be made after the date on which the institution of legal proceedings based on the claim, dispute, or other mattei is barred by the applicable statute of limitations The arbitrator shall only have the itower to award monetary damages, and no damages may be awarded for nunitive or exemnlary damages, or for any incidental, indirect or consequential damages 18 3 4 Powers and Duties of Arbitrator The arbitrator shall be required to follow California law in rendering their decision The arbitrator shall prepare and provide to the Parties a written decision on all matters subject to the.Arbitration, including factual findings and the reasons that form the basis of the arbitrator's decision The award of the arbitrator shall be mailed to the Parties no later than thirty(30) days after the close of the Arbitration Hearing 18 3 5 Discovery The Parties right to discovery in the Arbitration shall be available only to the extent approved by the arbitrator, and subject to any limitations placed on such discovery by the arbitrator All discovery disputes shall be resolved by the arbitrator 18 3 6 Costs and Fees of Arbitrators) Costs and fees of the arbitrator shall initially be equally divided between the Parties, subject to final determination by the arbitrator 18 3 7, NOTICE: BY INITIALING IN THE SPACE BELOW,EACH PARTY IS AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS ARTICLE 18 BE DECIDED BY NEUTRAL ARBITRATION,AND EACH PARTY IS GIVING UP ANY RIGHTS THEY MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR BY JURY TRIAL BY INITIALING IN THE SPACE BELOW,EACH PARTY IS GIVING UP ITS JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,SUBJECT TO THE PROVISIONS OF THIS ARTICLE 18. IF A PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, IT MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE EACH PARTY'SAGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY WE HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE TO SUBMIT DISPUTES AS DESCRIBED IN THIS ARTICLE 18 TO NEUTRAL ARBITRATION. Lan ord' nruals Tenant's Initials Page 18 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non-Profit Public Benefit Corporation("Landlord")and The Contemporary Club,a California Non Profit Public Benefit Corporation("Tenant") ARTICLE 14 BUILDING NAME & SIGNAGE 191 Exterior Building Signs&Building Name The Parties specifically agree that the permanent name for the Building(and any replacement building) shall be"The Contemporary Club Budding at the A K Smiley Public Library", and that the original signage will remain on the Budding The Parties will cooperate to determine a prominent location in/on the Building for a permanent plaque honoring the generosity of the Tenant to the community, along with the Cornerstone from the Tenant's original budding and with the original gas lamp which is at present in the front courtyard of the Building The Landlord agrees to acknowledgment of the Tenant's contributions to the community through a permanent, mutually agreed upon sized exhibit to be located in the Building foyer, with the contents of the exhibit to be originally determined and periodically updated by Tenant(but with input from the Landlord) ARTICLE 20 JOINT PRESS RELEASES 201 Press Releases The Parties agree to release joint press releases announcing the overall Sale Agreement and Lease at appropriate tunes (but with maintaining the identity of Benefactor confidential in respect of his wishes, but with appreciation), upon approval of the language of such press releases by Landlord and Tenant. ARTICLE 21 PARKING/DESIGNATED SPACE/KEYS 21 1 Reserved Parking All parking at the Building to be used directly by Tenant and its members shall be reserved for Tenant's exclusive use during the Tenant Hours on the yearly Tenant Reservation Schedule ("Parking Reserved hours) Landlord agrees to have the parking lot locked by S a,m. in the morning on the days of such Parking Reserved Hours as described above, so as to insure the availability of the parking to Tenant later that day No storage of vehicles in the parking lot will be allowed Further,Tenant shall have permanently reserved for its exclusive use two (2) parking spaces near the front entrance of the Building, which parking spaces shall be appropriately marked as reserved for the Contemporary Club usage 212 Keys/Locked Space Landlord agrees that Tenant will have four(4) keys to the Building and the alarm code to any security system to facilitate preparation for and conduct of the various meetings and events conducted by Tenant and KJs at the Building 213 Designated Space Designated locked space ("Designated Space") in the Building will be reserved for the exclusive use of Tenant (including for storage), including both Page 19 of 23 Clubhouse Lease is entered into by and bet►veen the Watchorn Lincoln Memorial Association,a California Non-Profit Public. Benefit Corporation("Landlord")and The Contemporary Club a California Non-Profit Public Benefit Corporation("Tenant") space in the Building, and cabinet space in the kitchen The approximate square footage of this locked space(not including cabinet space) for Tenant is one hundred fifty (150) square feet This space will initially be mutually agreed to in writing between the Parties prior to execution of this Lease, with the Parties acknowledging that the location(s) of the Designated Space may be modified as part of the Improvements planning and construction process,which modification will also require the prior written approval of both Parties ARTICLE 22 MISCELLANEOUS 22 1 Captions The captions of Articles and Sections of this Lease are for convenience only and have no effect on the interpretation of the provisions of this Lease 222 Construction Whenever in this Lease the context so requires, references to the masculine shall be deemed to include the feminine and the neuter, reference to the neuter shall be deemed to include the masculine and feminine,references to the plural shall be deemed to include the singular and the singular to include the plural, and references to the words"and"and "or" shall be deemed to include the inclusive usage"and/or"as applicable 223 Entire Agf eement, Amendments This Lease and all exhibits referred to in this Lease constitute the final, complete, and exclusive statement of the terms of the agreement between Landlord and Tenant pertaining to this Lease, and supersedes all prior and contemporaneous understandings or agreements of the Parties Neither Party has been induced to enter into this Lease by the other Party, and neither Party is relying on any understanding, agreement,representation, or warranty outside those expressly set forth in this Lease This Lease may be amended only by an agreement in writing signed by Landlord and Tenant 224 Exhibits The Exhibits attached to this Lease are a part of this Lease and incorporated into this Lease by reference 22.5. Reasonableness and Good Faith Except as limited elsewhere in this Lease, whenever this Lease requires Landlord or Tenant to give its consent or approval to any action on the part of the other, such consent or approval shall not be unreasonably withheld or delayed If either Landlord or Tenant disagrees with any determination covered by this Section and reasonably requests the reasons for that determination,the determining Party shall furnish its reason in writing and in reasonable detail within ten (10) business days following the request 226 Partial Invalidity, If an arbitrator of competent jurisdiction holds any Lease clause to be invalid or unenforceable in whole or in part for any reason, then the validity and enforceability of the remaining clauses, or portions of them, shall not be affected Page 20 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a Cali€orniallon Profit Public Benefit Corporation("Landlord")and The Contemporary Club a California Non Profit Public Benefit Corporation(`Tenant") 227 Binding Effect. This Lease shall bind and benefit the Parties to this Lease and theii legal representatives and successors in interest 228 Governing Laiv This Lease shall be construed and enforced in accordance with the laws of the State of California, 22,9. Notices All notices (including requests, demands, approvals, or other communications)under this Lease shall be in writing 22 9 1. Method of Delivery Notice shall be sufficiently given for all purposes when delivered by either the United States Postal Service Express Mail, or by any other nationally recognized overnight delivery service which delivers to Post Office Boxes, with charges prepaid or charged to the sender's account, with notice effective on delivery 22 9 2 Addresses Addresses for put-poses of giving notice under this Lease are as follows Landlord Watchorn Lincoln Memorial Association Attention President 125 W Vine Street Redlands, Ca 92373 Tenant, The Contemporary Club Attention President P 0 Box 8363 Redlands, Ca 92374 Either Party may change its address by giving the other Party notice of the change in any manner permitted by this Section 22,10 Force Majeure—Specific Exceptions The time for performance of an obligation under this Lease shall be extended for the period during which a Party is prevented from performing by acts of God, government, of other force or event beyond the reasonable control of that Party 22.11. Time of the Essence Time is of the essence of this Lease and each of its provisions 22 12 Recording Memorandum of Lease, This Lease shall not be recorded, but the Parties shall execute and acknowledge before a notary public a Memorandum of Lease which will be in a form reasonably satisfactory to, and agreed upon by, all the Parties and the City ("Memorandum") The Memorandum shall be recorded with the San Bernardino County Recorder at the Parties ioint expense Page 21 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation("Landlord")and The Contemporary Club,a California Non-Profit Public Benefit Corporation("Tenant") 22 13 Legal Authority Each individual signing this Lease on behalf of any Party represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of the respective Party, and that the Lease is binding on the entity in accordance with its terms; and simultaneously with the execution of this Lease, each Party shall deliver to the other Party a duly certified copy of a resolution from the Party's Governing Body authorizing execution of this Lease 22.14. Brokers Landlord and Tenant each represents to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease 22 15 Minimization of.lnteiference Landlord shall exercise its rights and perform its obligations under this Lease, and otherwise operate the Building,in such a way as to reasonably minimize any resulting interference with Tenant's use of the Building, except as otherwise provided under this Lease Tenant shall exercise its rights and perforin its obligations under this Lease, in such a way as to reasonably minimize any resulting interference with the operation of the Building, except as otherwise provided under this Lease 22 16 CASA Inspection The Parties acknowledge and agree that the Building has not undergone inspection by a Certified Access Specialist(CASp) (as defined in California Civil Code §1938), and the Parties specifically waive this requirement 22 17 Incorporation of Recitals The Recitals are specifically incorporated into and made a part of this Lease 2218 Revenue & Tax Code Noti ication Upon the assignment of the Lease, as described above in Section 14,1, this Lease will then have potentially created a possessory interest from a local public entity which may be subject to property tax,and this Section is to provide the required notification under Revenue and Taxation Code Section 107 6 that the Tenant may be subject to the payment of property taxes levied on the interest 22 19 Counterparts This Lease, and any amendments hereto, may be executed in counterparts, each of which shall constitute an original document, but which together shall constitute one and the same instrument. 2220 Fui then Assurances The Parties shall take such actions and execute and deliver such further documentation as may reasonably be required in order to give effect to the transaction contemplated by this Lease and the intentions of the Parties hereto 22 21 Power of Termination Notwithstanding anything to the contrary set forth herein, the Parties intend and agree that this Lease shall not be terminated by exercise of any Power of Termination relating to the Building which is or may be in force pursuant to the California Civil Code Section 885 However, if it is subsequently determined that this Lease was in fact terminated by the exercise of any such Power of Termination,then Landlord and Tenant agree that Landlord (or any other Remainder Beneficiary under any such Power of Termination) and Page 22 of 23 Clubhouse Lease is entered into by and between the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation("Landlord')and The Contemporary Club,a California Non-Prafit Public Benefit Corporation("Tenant") Tenant shall enter into a new lease for the Building upon the same terms as are set forth in this Lease, immediately upon Landlord or any Remainder Beneficiary obtaining title to the Building tollowing exercise of the Power of Termination 2222 Jointly Di all ed This Lease shall be deemed jointly drafted by all of the Parties IN WI1 NESS WHEREOF, the undersigned have executed this Lease DATED WATCHORN LINCOLN MEMORIAL ASSOCIATION By am D Hatfield, P si e DATED CONTEMPORARY CLUB By Maxine"E Flater, President The City of Redlands, by its execution of this Lease below, specifically agrees to be bound by the provisions of Section 5 5 and Article 13 of the Lease which apply to the City even before the Assignment of the Lease DATED Tim,CITY OF REDLANDS 1 By _ _ L6 , 1 ~ Pau Foster, Mayor DATED (-7 - ATTEST By Sam Irwin, City Clerk Page 23 of 23 C lubhousc I ease is entLri-d into by and between the Watchorn I meoln Memorial Association a California bion-Profit Publu. Benefit Corporation('1 indlord )and The Contemporary Club a California Non ProCiit Public BCncfit Corporation("Tenant ) EXHIBIT "B" To Assignment of Lease Agreement PURCHASE AND SALE AGREEMENT UC H AS E SALE AGREEMENT This Purchase and Sale Agreement("Agreement") is made as of December13 2015 ("Effective Date"), between The Contemporary Club,A California Non-Profit PubI€c Benefit Corporation ("Seller"), and the Watchorn Lincoln Memorial Association, a California Non-Profit Public Benefit Corporation ("Buyer") Each of these Parties shall be referred to individually as a "Party", and collectively as the "Parties" RECITALS A Seller is the owner of certain real property located in the City of Redlands, California ("City"), consisting of one parcel of land, totaling approximately Twenty Thousand Two Hundred Fifty(20,250) square feet, commonly known as 173 S Eureka Street,Redlands, California, 92373,with the one parcel identified as Assessor's Parcel Number 0171 291 20 0000, which is more particularly described in Exhibit"A"attached hereto and incorporated herein (collectively the "Land") The Land is improved by a one-story free standing building, containing approximately 6600 square feet("Building") The Land and Building are accompanied by the related improvements ("Improvements"), appurtenances ("Appurtenances"), and certain related personal property and equipment("Personal Property"), all of which are described in greater detail in Section 1 2 of this Agreement The Building, Land,Improvements, Appurtenances&Personal Property are collectively referred to herein as the"property" B Seller desires to sell and Buyer desires to purchase the Property Immediately after the closing of this sale transaction, as described in this Agreement, the Parties intend that the Buyer will partially lease back the Property,which lease transaction is described in a separate Clubhouse Lease document("Lease")to be entered into simultaneously between the Parties, with a Memorandum of Lease("Memorandum") to be recorded at the Closing (as defined hereinafter) of the sale transaction contemplated in this Agreement C The Parties now agree as follows ARTICLE 1 AGREEMENT OF SALE I I Purchase and sale For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller agrees to sell and Buyer agrees to purchase all Property described below in Section 12, under the terms and conditions of this Agreement. 1 2 Description of the Property The Property to be sold and purchased under this Agreement consists of the following 1 2 1 Land As described in Recital A, but subject to a Power of Termination to be held by the Redlands Community Foundation, a California Nonprofit Public Benefit Corporation 1,22 Appurtenances. All privileges, rights,and easements appurtenant to the Land, all development rights, air rights, water, water rights, and water stock relating to the Land,all right, title, and interest of Seller in and to any streets, alleys, passages,water and sewer taps, sanitary or storm drain capacity or reservations and rights under utility agreements, and other easements and other rights-of-way included in, adjacent to, or used in connection with the beneficial use and enjoyment of the Land (collectively,the Appurtenances) 12 3 Improvements The Building described in Recital A and all other buildings, structures, fences, parking areas, or improvements located upon the Land, including fixtures,systems, and equipment attached to the Land and used in connection with the operation or occupancy of the Land and Improvements(such as heating and air-conditioning systems, refrigeration, ventilation,garbage disposal,or utility conduits)(collectively, the Improvements) 1 2 4 Personal Property Certain tangible personal property owned by Seller that is located on or in or is used in connection with the use or operation of any of the Property Personal Property includes the Following (a) all of the tangible property listed in Exhibit`B"attached hereto and incorporated. herein, (b)all warranties and guaranties on or related to Property or related to construction, repair, or alteration work on the Property,to the full extent such warranties and guaranties are assignable, (c) all licenses and permits related to the Property,and (d)all plans, drawings, engineering studies located within, used in connection with, or related to the Property Page 2 of 23 Purchase and Sale Agreement is made between The Contemporary Club,A California Non Profit Public Benefit Corporation ("Seller"),and the Watchorn Lincoln imetnarial Association,a California Non Profit Public Bene Fit Corporation(`Buyer' ARTICLE 2 PURCHASE PRICE 21 Amount The full purchase price ("Purchase Price") for the Property is Eight Hundred Thousand Dollars($$00,000), and is payable in accordance with this Article 2 22 Deposits 2 2 1 Initial Deposit Within five(5)days after the Effective Date, as a deposit against the Purchase Price,Buyer shall deposit Ten Thousand ($10,000) Dollars ("Deposit") into an escrow("Escrow")to be opened with First America Title Escrow("Escrow Holder") 2.22 Requirements for Deposit Buyer may make the Deposit to Escrow Holder by electronic wire transfer of federal funds The Escrow Holder will hold the Deposit in a non-interest bearing account On the Closing Date (as hereinafter defined), the Deposit will be credited against the Purchase Price and paid to Seller. Ifthis Agreement terminates for any reason except Buyer's default,the Escrow Holder must refund the Deposit to Buyer, less Buyer's share of any fees and costs 23. Payment of Balance Buyer agrees to pay, or cause to be paid, the balance of the Purchase Price to Seller through the Escrow by electronic transfer of federal funds, which must be transferred to the Escrow Holder at least five(5) business day before the Closing Date 24 Allocation of Purchase Price The Purchase Price will be allocated among various assets constituting the Property, which will be negotiated by the Parties in good faith, in accordance with §1060 of the Internal Revenue Code of 1986 (Code), as amended Seller and Buyer agree to prepare and file all federal, state, and local tax returns and other filings reflecting this transaction on a basis consistent with such allocation, and to cooperate with each other in good faith in preparing any and all statements required to be included in their respective tax returns, including IRS Form 8594 and any required exhibits to the tax returns(or other forms required under§1060 of the Code, or other applicable tax laws) reflecting such allocation. Seller and Buyer further agree that they will not make any inconsistent written statement or take any inconsistent position on any tax returns, in any refund claim, or during the course of any Internal Revenue Service or other tax audit, so long as there exists a reasonable basis in law to maintain the position reflected by such allocation. Each Party must notify the tither Party if it receives notice that the Internal Revenue Service or any other taxing authority proposes any allocation that is different from the allocation set forth on the Allocation of Purchase Price Page 3 of 25 Purchase and sale Ageement is made between The Contemporary Club,A Califomia Non Profit Public Benefit Corporation ("Seller") and the Watchom Lincoln Memonal Association,a California Non Profit Public Benefit Corporation("Buyer') { ARTICLE 3 BUYER'S CONTINGENCIES 3.I. Approval of Title Buyer's obligation to purchase the Property is expressly conditioned on Buyer's approval of the condition of title of the Property in accordance with the following procedure 3 1 1. Preliminary Report On or before the fifth (5`h) day after the Effective Date, Seller shal l deliver, or cause to have Title Company deliver,directly to Buyer a CLTA preliminary report("Preliminary Report")covering the Land and Building issued by First America Title Company ("Title Company") 3 1 2 Permitted Exceptions The following exceptions shown on the Preliminary Report("Permitted Exceptions")are approved by Buyer (a) exceptions for a 1 ien for local real estate taxes and assessments not yet due or payable,(b)the standard preprinted exceptions and exclusions of the Title Company, (c)any other exception shown on the Preliminary Report, other than exceptions for monetary liens, which Buyer does not object to by written notice to Seller("Buyer's Title Notice"within five(5) days after delivery of the Preliminary Report,or as otherwise provided in this Section 3 12 All exceptions on the Preliminary Report other than the Permitted Exceptions will be Title Objections If Buyer fails to deliver Buyer's Title Notice within the time specified in this Section 3 1 2, Buyer will be deemed to have objected to each title exception shown in the Preliminary Report that is not otherwise a Permitted Exception 3 13 Title Objections With respect to any Title Objection, Seller will have five(5) days after delivery of Buyer's Title Notice to give notice to Buyer in writing ("Seller's Title Notice"), stating either(a)the manner in which Seller will remove or cure such Title Objection, or(b) that Seller will not remove or cure such Title Objection If Seller fails to deliver Seller's Title Notice within the time specified in this Section 3 1 3, Seiler will be deemed to have elected not to cure such Title Objection 3 14 Seller Elects Not to Cure If Seller elects not to cure or remove a Title Objection (or is deemed to have so elected), then Buyer will have five (5) days after delivery of the SeIler's Title Notice to deliver a written notice to Seller (Buyer's Election Notice) of Buyer's election either to (a)proceed with the purchase of the Property, waive such Title Objection,and accept the exceptions shown in the Preliminary Report as a Permitted Exception, or(b)terminate this Agreement by written notice to Seller. If Buyer fails to deliver Buyer's Election Notice within the time specified in this Section 3 14,Buyer will be deemed to have elected to terminate this Agreement Page 4 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A California Non Profit Public Benefit Corporation ("Bette "),and the Watchom Lriroln Memorial Association,a Cali rormallon Profit Public Benefit Corporation{"Buyee� 3 15 Additional Encumbrances If any encumbrance or other exception to title arises or is discovered after the delivery of the Preliminary Report("Additional Encumbrance"), the Party discovering such Additional Encumbrance must promptly give written notice to the other No later than five(5)days after delivery of the notice of such Additional Encumbrance, Buyer will deliver a new Buyer's Title Notice to Seller specifying whether the Additional Encumbrance is a Title Objection or a Permitted Exception If Buyer objects to the Additional Encumbrance, the Parties will proceed in the same manner as set forth above for Title Objections arising from the Preliminary Report If Buyer fails to deliver Buyer's Election Notice within the time specified in this Section 3.1.5, Buyer will be deemed to have elected to terminate this Agreement 3 16 Seller's Failure m.Remove Title Objection If Seller is obligated or elects to cure or remove a Title Objection and fails to do so at least five(5) days before the Closing Date, or fails to show that it will be able to do so on Closing,then Seller will be deemed to have elected to terminate this Agreement 3 2 Review of Physical Condition &,Environmental,Issues. 3 2 1 Due Diligence Buyer's obligation to purchase the Property is expressly conditioned on its approval, in its sole discretion, of the condition of the Property and all other matters concerning the Property, including without limitation, the physical and environmental condition of the Property Buyer will have until the date that is ten (10) days after the Effective Date("Contingency Date") to conduct such investigations as Buyer may choose("Due Diligence")to determine, in its sole discretion, whether this contingency is met On or before the Contingency Date, Buyer will deliver written notice to Seller accepting the Property,or terminating this Agreement If Buyer fails to give such notice on or before the Contingency Date,Buyer will be deemed to have elected to continue with this Agreement, and to waive any contingency based on Buyer's Due Diligence 3 2 2 Access to Property As part of its Due Diligence, Buyer may investigate and conduct inspections, tests, and studies with respect to the physical and environmental condition of the Property Buyer and Buyer's consultants, agents, engineers, inspectors, contractors, and employees("Buyer's Representatives") shall be given reasonable access to the Property during regular business hours for the purpose of performing such Due Diligence Buyer will undertake the Due Diligence at its sole cost and expense Buyer will indemnify, defend with counsel reasonably acceptable to Seller, and hold Seller harmless from all claims (including claims of lien for work or labor performed or materials or supplies furnished), demands, liabilities, losses, damages, costs, fees, and expenses, including Seller's reasonable attorney fees, costs, and expenses, arising from the acts or activities of Buyer or Buyer's Representatives in, on,or about the Property during or arising in connection with Buyer's inspections of the Property Page 5 of 25 Purchase and Sale Agreement is made between The Contemparary Club,A Califomia Non Profit Public Benefit Corporation (`Seiler'7, and the Watchorn Lincoln Memonal Association,a Caltfornia Non Profit Public Benefit Corporation("Buyer'} 3 2 3 Assumption of Risk Subject to the other provisions of this Agreement, Buyer agrees that, by its acceptance or waiver of the contingency in this Section 3 2 3, it assumes the risk that an adverse condition of the Property may not have been revealed by its own Due Diligence On Buyer's acceptance or waiver of the contingency in this Section 3.2.3, Seller will have no obligation to repair, correct, or compensate Buyer for any condition of the Property, including defects in the Improvements,noncompliance with applicable laws and regulations, including without limitation zoning laws, building codes, and the Americans with Disabilities Act,whether or not such condition of the Property would have been disclosed by Buyer's Due Diligence 3 3. Gift Contingency Buyer's obligation to purchase the Property is conditioned on Buyer's obtaining, within twenty(26)days of the Effective Date, a firm commitment for a charitable gift to Buyer in the amount of the Purchase Price from a generous benefactor On or before the Contingency Date, Buyer trust deliver written notice to Seller indicating whether the contingency set forth in this Section 3 3 ("Gift Contingency") has been met and waiving the Gift Contingency, or terminating this Agreement If Buyer fails to deliver such notice on or before the Contingency Date, then Buyer will be deemed to have elected to proceed with this Agreement 34 Termination for Failure of a Contingency If this Agreement is terminated or deemed to be terminated for failure of a contingency set forth in this Article 3,then immediately on written notice from Buyer, Escrow Holder must refund the Deposit,but with offset for Buyer's share of any charges or claims, which expenses and fees will be evenly split between Buyer and Seller 3 S Opportunity for Due Diligence and Inspection By its acceptance or waiver of the contingencies set forth in this Article 3,Buyer will be deemed to have acknowledged that(a) Seller has provided Buyer with access to the Building and all information and documents provided, and (b) Buyer has had ample opportunity to review and inspect the Building, and to make such independent factual, physical, and legal examinations and inquiries as Buyer deems necessary or desirable with respect to matters regarding the Building ARTICLE 4 SELLER'S PRECLOSI G COVENANTS 41 No Aniendments or Agreements On of after the Effective Date, Seller will not enter into any lease or other agreement of any type affecting the Property that would survive the Closing Date, without Buyer's prior written consent 42 Maintenance and Operation Seller, at its sole cost and expense,shall continue to operate the Property in substantially the same manner as it has operated the Property before the Effective Date, and shall maintain and keep the Property such that on the Closing Date the Property is in at least as good condition and repair as on the Effective Date, reasonable wear and Page b of 25 Purchase and Sale Agreement is made between The Contemporary Club,A California Non Profit Public Benefit Corporatton ("Seller"),and the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation("Buyer"j tear excepted Seller may not make any material alterations to the Property without Buyer's prior written consent 43 Mechanics'Liens E?.cept for materials,supplies, or work provided or ordered for the Property at the request of or for the account of Buyer, on or before the Closing, Seller must(a)pay for all materials, supplies, and work provided or ordered for the Property for which a labor, materialman's, or mechanics' lien may be claimed under applicable law and (b) if required by the Title Company, provide the Title Company with such indemnifications or security as it may require to insure title to the Property at the Closing without exception for any unrecorded labor, materialmen's, or mechanics' claim of lien. 44 Licenses and Permits Seller will use due diligence and reasonable efforts to keep in full force and effect, and will renew when necessary,all licenses and permits for the Property 45 Access to Property Buyer and Buyer's representatives, agents, and designees will have access at reasonable times until Closing to enter the Property, upon notice to Seller 46 Notification Seller will promptly notify Buyer of any material change in any condition with respect to the Property or of any material event or circumstance that makes any representation or warranty of Seller under this Agreement untrue or misleading ARTICLE 5 REPRESENTATIONS AND 'WARRANTIES 5.1 Seller's Representations and Warranties Seller represents and warrants that as of the Effective Date that 5 1 1 Organization, Authority This Agreement and the performance of Seller's obligations under it, and all documents executed by Seller that are to be delivered to Buyer at the Closing are, or on the Closing Date will be,duly authorized, executed, and delivered by Seller and are,or at the Closing Date will be, legal, valid, and binding obligations of Seller, and do not,and on the Closing Date will not, violate any provision of any agreement orjudicial order to which Seller is a Party or to which Seller or the Property is subject No consent of any ,Judicial or administrative body, government agency,or other party is required for Seller to enter into or to perform Seller's obligations under this Agreement, except as has already been obtained Seller is a corporation organized,validly existing, and in good standing under the laws of the State of California 5 12 No Violation ofLaw To Seller's knowledge, Seller has received no written notice of any currently outstanding violations of any federal, state,county, or municipal law, ordinance, order, regulation, or requirement affecting the Property Page 7 of 25 Purchase and Sate Agreement is made between The Contemporary Club,A California Non Profit Public Benefit Corporation {`Seller"),and the Watchorn Lincoln Memorial Association,a California Non Pratt Public Benefit Corporation("Buyer") 5 1 3 Litigation To Seller's knowledge,Seller has not received any written notice of any existing or threatened litigation or arbitration involving the Property 5 14 Hazardous Wastes To Seller's knowledge- (1) Seller has received no written notice of any Hazardous Materials located on, under, or about the Property, other than, to Seller's knowledge, that asbestos may have been used in the construction of the Building, and (2) Seller, without any duty of investigation, has no knowledge of any Hazardous Materials being located on the Property. 5 1 5 Foreign Person Seller is not a foreign person and is a"United States Person"as that term is defined in §7701(a)(3©) of the Internal Revenue Code of 1986, as amended 5 1.6. Sellei 's Knowledge As used in this Agreement,the phrase"Seller's knowledge'is limited to the actual knowledge of Seller's Corporate Officers, without duty of inquiry or investigation into the matter so qualified "Seller's knowledge"will not be construed to refer to the knowledge of any other agent or employee or principal of Seller The Corporate Officers of Sellar will have no personal liability to Buyer for any breach of any representation or warranty in this Agreement 52 Buyer's Representations and Warranties Buyer hereby represents and warrants that each of the following is true as of the Effective Date, and will be as of the Closing Date 5 2 1 lure Authw ixation This Agreement and the performance of Buyer's obligations under it and all the documents executed by Buyer that are to be delivered to Seller at the Closing are, or on the Closing Date will be,duly authorized, executed, and delivered by Buyer and are, or at the Closing Date will be, legal,valid, and binding:obligations of Buyer, and do not, and on the Closing Date will not, violate any provisions of any agreement or Judicial order to which Buyer is a Party or to which Buyer or the Property is subject No consent of any Judicial or administrative body, government agency, or other Party is required for Buyer to enter into or to perform Buyer's obligations under this Agreement, except as has already been obtained. Buyer is a corporation organized, validly existing,and in good standing under the laws of the State of California 522 USA Patriot Act Representation. To Buyer's actual knowledge 5 2 2 1 Neither Buyer nor its partners, members, officers, directors, investors, or shareholders, nor any of their respective affiliates, is in violation of any federal or state anti-money laundering and anti-terrorism laws 5.2 2 2 Neither Buyer nor its partners, members, officers, directors, investors, or shareholders, nor any of their respective affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations,or Page 8 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A Califomia Non ProFit Public Benefit Corporation ("Seller's and the Watchorn Lincoln Memorial Association a California Non Profit Public Benefit Corporation("Buyer's narcotics traffickers, including those persons or entities designated as a Specially Designated National pursuant to Executive Order 13224 of the President of the United States, dated September 23, 2001 (Executive Order), as amended, or that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U S Department of Treasury, U S Department of State, or other U S government agencies, all as may be amended from time to time ("Government List") 5 2 2 3 Neither Buyer nor its partners, members,officers,directors, investors, or shareholders, nor any of their respective affiliates, in any capacity in connection with the purchase of Property(a)conducts any business or engages in making or receiving any contribution of funds, goods,or services to or for the benefit of any person included in a Government List,(b) deals in, or otherwise engages in any transaction relating to, the Property or interests in property blocked pursuant to the Executive Order,or(c) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any anti-money-laundering and anti-terrorism laws, 5 2 2 4 Neither Boyer, nor any person controlling or controlled by Buyer, is a country, territory, individual, or entity named an a Government List, and, to Buyer's actual knowledge, the monies used in connection with this Agreement and amounts committed with respect to this Agreement were not and are not derived from any activities that contravene any applicable anti-money-laundering or anti-bribery laws and regulations(including funds being derived from any person, entity, country, or territory on a Government List or engaged in any unlawful activity defined under 18 USC §1956(c)(7)) S 3 Effect of Representation and Warranties Each representation and warranty in this Article 5 (a) is material and being relied on by the Party to which the representation and warranty is made, (b) is true in all respects as of the Effective Date, (c)must be true in all respects on the Closing Date, and (d)will survive the Closing for a period of three(3) months, except as otherwise provided in this Agreement 54 Survival of Seller's.Representations and Warranties The Parties agree that (a) Seller's representations and warranties in this Agreement and in any document executed by Seller under this Agreement with respect to the Property will survive for one(1) year after the Closing Date, and (b) if Buyer fails to provide written notice to Seller of any breach of such representations and warranties within said one (1)year period after the Closing Date,Buyer will be deemed to have waived all claims for breach of any representations and warranties with respect to the Property Page 9 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A California Non Profit Puolic Benefit Corporation (`Seller"),and the Watchom Lincoln Memorial Association,a California Non Profit Publtc Benefit Corporation("Buyer") 55 LIMITATION ON LIABILITY IN NO EVENT WILL SELLER'S MAXIMUM LIABILITY FOR DAMAGES TO BUYER EXCEED TEN THOUSAND DOLLARS ($10,000) FOR ANY BREACH OF ANY OBLIGATIONS, RESPONSIBILITIES,REPRESENTATIONS OR LIABILITIES OF SELLER BASED UPON OR RELATED TO THIS AGREEMENT. FROM THE NATURE OF THIS TRANSACTION,IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT BAYER WOULD SUSTAIN IF SELLER BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT.THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY,WITHOUT LIMITATION,THE FACT THAT THE PROPERTY IS UNIQUE GIVEN THE FOREGOING FACTS,AMONG OTHERS,BUYER ACKNOWLEGES THAT THIS REMEDY SPECIFIED IN THIS SECTION WILL BE ITS SOLE AND EXCLUSIVE REiIfIEDY,AND BUYER ACKNOWLEGES THAT THIS REMEDY DOES NOT FAIL OF ITS ESSENTIAL PURPOSE AND THAT IS NOT UNCONSCIONABLE FOR SELLER TO SEEK THIS LIMITATION OF ITS FINANCIAL EXPOSURE TO BUYER WE ACKNOWLEDGE THIS LIMITATION OF LIABILITY: 11 s Initials Sellers Initials The provisions of Section 5.4, 5.5, 5 6,and 5 7 will specifically survive the Closing 56 "AS IS"Purchase Asa material inducement to Seller's execution and delivery of this Agreement and performance of its duties cinder this Agreement EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,BUYER HAS AGREED TO ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE ON AN"AS IS"BASIS SELLER AND BUYER AGREE THAT THE PROPERTY WILL BE SOLD "AS IS, WHERE IS,WITH ALL FAULTS"WITH NO RIGHT OF SETOFF OR REDUCTION IN THE PURCHASE PRICE,AND,EXCEPT AS SET FORTH IN ARTICLE S OF THIS AGREEMENT,SUCH SALE WILL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND,EXPRESS OR IMPLIED (LYCLUDING,WITHOUT LIMITATION,WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES,USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE),AND SELLER DISCLAIINIS AND RENOUNCES ANY SUCH REPRESENTATION OR WARRAN'T'Y Pagc 10 of 25 Purchase and Sale Agreement a made between The Contemporary Club,A California Non Profit Public Benefit Corporation ("Saller"},and the Watchorn Lincoln Memorict Association,a California Non Profit Public Benefit Corporation("Buyer") ARTICLE 6 CLOSING CONDITIONS 61 Buyer's Closing Conditions All obligations of Buyer under this Agreement are subject to the fulfillment, before or at the Closing, of each of the following conditions("Buyer's Closing Conditions").Buyer's Closing Conditions are solely for Buyer's benefit and any or all of Buyer's Closing Conditions may be waived in writing by Buyer in whole or in part without prior notice 6 1 1 Title It is a Buyer's Closing Condition that, on the Closing Date, Seller convey to Buyer insurable title to the Real Property by execution and delivery of grant deed which will be in a form reasonably satisfactory to, and agreed upon by, all the Parties ("Deed"),which Deed will contain a Power of Termination to be held by the Redlands Community Foundation, and cause to be delivered to Buyer from the Title Company a CLTA Standard Coverage Policy(1990) Coverage Policy of Title Insurance with liability in the full amount of the Purchase Price, insuring title to the Real Property in Buyer, subject only to the Permitted Exceptions, together with such endorsements described below or as may be reasonably requested by Buyer('Title Policy") The Title Policy shall include such endorsements or guaranties as Buyer may reasonably request,which shall be paid for by Buyer Seller shall deliver to the Title Company such instruments,documents, releases, and agreements and shall perform such other acts as Title Company may reasonably require in order to issue the Title Policy 6,1.2. Seller's Representations, Warranties, and Covenants The representations and warranties of Seller in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date Seller shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it before or on the Closing Date 6 1 3 Gift The Gift referenced above in Section 3 3 has been completed 6 14 Closing Documents Seller must have delivered to Escrow Halder the documents it is required to deliver through Escrow Holder at Closing. 6 15. Physical Condition The physical condition of the Property must be substantially the same on the Closing Date as on the Effective Date, reasonable wear and tear excepted 6.16 Adverse Actions There will exist no actions, suits, arbitrations,claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy,reorganization,or other proceedings, pending or threatened, against Page 11 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A Califoma Non Profit Public Benefit Corporation ("Seller'%and the Watchom Lincoln Memorial Association,a Call fomia Non Profit PublLc Benefit Corporation("BuyeeI Seller or regarding the Property that would materially and adversely affect Seller's ability to perform its obligations under this Agreement or Buyer's title to the Property,and there will exist no pending or threatened action, suit,or proceeding regarding the Seller before or by any court or administrative agency that seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to,this Agreement or the consummation of the transactions contemplated by this Agreement 6 1 7 No Material Changes No event will have occurred nor will any condition have arisen after the Contingency Date that as of the Closing Date materially and adversely affects all or any part of the Property 6 1 8 Consents All necessary agreements and consents of all parties to consummate the transaction contemplated by this Agreement which are the responsibility of Seller will have been obtained and furnished by Seller to Buyer 6 2 Seller's Closing Conditions Seller's obligation to sell the Property is expressly conditioned on the fulfillment of each condition precedent at or before the Closing(''Seller's Closing Conditions") Seller's Closing Conditions are solely for Seller's benefit and any of Seller's Closing Conditions may be waived in writing by Seller in whole or in part without prior notice 6 2 1 Approval of Contingencies It is a Seller's Closing Condition that Buyer must have acknowledged its approval or waiver of all contingencies as required under Article 3 622 Purchase Pt ice, Buyer must have delivered the Purchase Price to Escrow 6 2 3 Delivery of Closing Documents and Funds Buyer must have delivered to Escrow the documents and funds specified in this Agreement 6 2.4. Buyer's Representations, TVarranties, and Covenants The representations and warranties of Buyer in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date Buyer shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it before or on the Closing Date 6 2 5. Consents All necessary agreements and consents of all parties to consummate the transaction contemplated by this Agreement which are the responsibility of Buyer will have been obtained and furnished by Buyer to Seller 6 2 6.No Opposition from Attorney General Pursuant to California Corporation's Code Section 5913,Seller will be notifying the California Attorney Page 12 of 25 Purchase and Sale Agcement is made bmnveen The Contemporary Club,A Califoma Non Profit Public Benefit Corporauan ("Seller"),and the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation('Buyer") General's Office ("AG")of the Building sale and Lease transactions, which notice roust be 24 days before the contemplated Closing It is not anticipated that the AG will have objections to these transactions, but if the AG has any concerns with the transactions,the AG's concerns must be resolved prior to the Closing 63 Termination for Failure of a Condition If Buyer's Closing Conditions or Seller's Closing Conditions, as the case may be, have not been previously approved or waived, this Agreement maybe terminated by the Party in whose favor the Closing Condition runs by written notice to the other If this Agreement is so terminated, the Parties will have no further obligation or liability under this Agreement On such termination, Escrow Holder must:return the Deposit to Buyer, less Buyer's share of any cancellation fee or other costs of the Escrow Holder and Title Company, which costs and fees will be borne equally by Seller and Buyer, with each Party paying its own expenses ARTICLE 7 CLOSING 71 Escrow The Escrow will be opened with the Escrow Holder on the execution of this Agreement Buyer and Seller will promptly on the Escrow Holder's request execute such additional Escrow instructions as are reasonably required to consummate the transaction contemplated by this Agreement and are not inconsistent with this Agreement. 72 Closing Definitions 7 2 1 Definition The"Closing"means the exchange of money and documents as described in this Article 7, and will be deemed to have occurred when Seller's Deed to Buyer has been recorded, the Escrow Holder holds and can record and deliver the remaining documents described in this Article 7, the Title Company is irrevocably and unconditionally committed to issue the Title Policy,and Buyer has delivered the Purchase Price in immediately available funds to Escrow Holder 722 Closing Date Seller and Buyer agree that the Closing will occur on the "Closing Date"The Closing Date will be a date mutually agreeable to Buyer and Seller that is no later than December 31,2015 If the Closing has not occurred by December 31, 2015, either Party may elect to terminate this Agreement,with the Deposit to be returned to Buyer, less Buyer's share of any fees and costs,and neither Party will have any obligations to the other except on account of any breach of this Agreement The Closing will be at the offices of Escrow Holder or such other place as the Parties may agree 73 Seller's Deposit of Documents and Funds Seller must deposit into Escrow the following documents duly executed by Seller in form and substance reasonably satisfactory to Buyer. Page 13 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A California Non-PrnfitPublic Benefit Corporation ("Seller") and the Watchorn Lincoln Memonal Association,a California Non-Profit Public Benefit Corporation("Buyer") 7 3.1. Deed The duly executed and acknowledged Deed conveying the Property to Buyer, subject only to the Permitted Exceptions, and the Power of Termination held by the Redlands Community Foundation, 7 3 2 Btll of Sale A duly executed bill of sale, which will be in a form reasonably satisfactory to,and agreed upon by, the Parties, conveying the Personal Property to Buyer free and clear of liens, encumbrances, and restrictions of every kind and description ("Bill of Sale") 7.3.3. Assignment A duly executed assignment, which will be in a form reasonably satisfactory to, and agreed upon by, the Parties, assigning to Buyer Seller's interest(a) in the Plans f if any), and (b) in all warranties of which Seiler is the beneficiary with respect to the Personal Property 7 3 4 Nonforeign Certification Certificates required by §1445 of the Internal Revenue Code of 1986, and the California.Revenue and Taxation Code§18662, executed by Seller and in a form satisfactory to Buyer(Nonforeign Certification), to relieve Buyer of any potential transferee's withholding liability under such statutes 7 3 5 Additional Documents Such additional documents, including written Escrow Instructions consistent with this Agreement, as may be necessary or desirable to convey the Property in accordance with this Agreement 7.3 6 Memorandum &Lease Memorandum duly executed and acknowledged. by Seller, for recording immediately after the Deed, along with the Lease duly executed by Seller for delivery to Buyer 74 Buyer's Deposit of Documents and Funds Buyer must deposit into Escrow the following funds and documents duly executed by Breyer in form and substance reasonably satisfactory to Seller 7 4 1 Purchase Price The Purchase Price in accordance with Article 2. 7,4 2 1femoranduni &,Lease Memorandum duly executed and acknowledged by Buyer, for recording immediately after the Deed, along with the Lease duly executed by Buyer for delivery to Seller 7 4 3 Conveyance Documents Such documents, including written Escrow Instructions consistent with this Agreement,as may be necessary or desirable for conveyance of the Property in accordance with this Agreement 7.5. Closing When the Escrow Holder receives all documents and fiends identified in Sections 7 3 and 7 4, and the Title Company is ready,willing, and able to issue the Title Policy, then, and only then, the Escrow Holder will close Escrow by Page 14 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A Califortia Non Profit Public Benefit Corporation ("Seller"),and the Watchorn Uncoln Memorial Association,a California Non-Profit Public Benefit Corporation("Buyer") 7 5 1 Deed Recording the Deed 7 5 2 Memorandum Recording the Memorandum 7 5 3 Title Policy Issuing the Title Policy to Buyer 754. Assignment Delivering to Buyer the Assignment, the Bill of Sale, the Nonforeign Certification. 7 5 5 Purchase Price Paying the Purchase Price to Seller 757 Closing Statement Thereafter, Escrow Holder will deliver signed closing statements showing all receipts and disbursements to Buyer and Seller and will file with the Internal Revenue Service(with copies to Buyer and Seller)the reporting statement required under Internal Revenue Code §6045(e) 76 Prorations All receipts and disbursements of the Property will be prorated as of 11 59 p m on the day immediately preceding the Closing Date,which prorations will be handled by the Parties outside of Escrow 7 6 1 Property Tares All real and personal property ad valorem taxes and special assessments, if any, whether payable in installments or not, including without limitation all supplemental taxes attributable to the period before the Closing Date for the calendar year in which the Closing occurs will be prorated to the Closing Date, based on the latest available tax rate and assessed valuation 7 6 2 Utility Charges Charges for utilities, including water, sewer, electric, and gas, will be prorated within thirty(3)days after the Closing Date based on the then most recent bills for such services Seller must pay for all utility services to the Property for all periods before the Closing and Buyer must pay for all utility services to the Property for the Closing Date and all periods thereafter 7.7 Closing Costs Closing costs will be allocated as follows. A Seller will pay all costs associated with removing any debt encumbering the Property, B Escrow costs will be shared equally by Seller and Buyer; C Seller will pay the cost of the Title Policy, but with all endorsements requested by Buyer to be paid for by Buyer, D Buyer will pay the cost of recording the Deed, E, Buyer will pay any sales tax,and Page 15 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A Caiifonta Non-Profit Public Benefit Corporation ("Seiler"),and the Watchorn Lincoln Memunal Association,a Calk(ornia Non-Profit Public Benefit Corporation("Buyer") l F The documentary transfer tax and any municipal transfer tax wl1[ be paid in accordance with the custom and practice in San Bernardino County 78. Broker's Commission Seller and Buyer each represent and warrant that they have not had any real estate broker involved in the sale transaction for the Building 79. Possession Seller will deliver right of possession of the Property to Buyer on the Closing Date 710 Seller Commercial Real Property Sale Disclosures. Disclosures for Commercial Real Property Sales will be handled by the Parties outside of Escrow ARTICLE 8 RISK OF LOSS 81 Damage and Destruction 1f before the Closing Date any material damage or destruction of the Property, or any portion of it,occurs that results in a loss which exceeds Five Thousand Dollars($5,000), then either Party shall have the option, upon written notice to the other Party, of terminating the Agreement,with the Deposit beim returned to Buyer, less Buyer's share of cancellation cost and fees,and Seller responsible for its share of said fees and costs ARTICLE 9 REMEDIES FOR DEFAULT 9 1 Buyer's Default Buyer will be deemed to be in default under this Agreement (1) if Buyer fails, for any reason other than Seller's default under this Agreement or the failure of a condition precedent to Buyer's obligation to perform under this Agreement, to meet,comply with, or perform any material covenant,agreement,or obligation required on its part within the time limits and in the manner required in this Agreement, or(2) if a material breach of any representation or warranty (made by Buyer) has occurred by reason of Buyer's actual fraud or intentional misrepresentation, provided,however, that no such default will be deemed to have occurred unless and until Seller has given Buyer written notice of such default, describing the nature of the default, and Buyer has failed to cure such default within five (5) days after the receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing) 92. REMEDIES FOR BUYER'S DEFAULT; IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER'S DEFAULT UNI DER THE TER.NL IS OF THIS AGREETMENT,BUYER WILL BE RESPONSIBLE FOR ALL CANCELLATION CHARGES REQUIRED TO BE PAID TO ESCROW HOLDER AND ANY ESCROW CHARGES M ADDITION,THIS AGREEMENT AND THE RIGHTS AND Page 16 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A California Non Profit Public B=fit Corporation ("Seller"),and the Watchorn Lincoln Memorial Association,a California Nan-Profit Public Benefit Corporation("Buyer") OBLIGATIONS OF THE PARTIES WILL TERMINATE AND THE DEPOSITS WILL BE IMMEDIATELY DELIVERED BY ESCROW HOLDER TO SEALER ON SELLER'S REQUEST THE DEPOSITS WILL BE DEEMED LIQUIDATED DAMAGES FOR BUYER'S NONPERFORMANCE AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER(INCLUDING,WITHOUT LIMITATION,SELLER'S RIGHTS TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND TO RECEIVE DAMAGES) FOR BUYER'S FAILURE TO PURCHASE THE PROPERTY, WHICH SUMS WILL BE PRESUMED TO BE A REASONABLE ESTIMATE OF THE AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER BECAUSE OF BUYER'S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY FROM THE NATURE OF THIS TRANSACTION,IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT SELLER WOULD SUSTAIN IF BUYER BREACHES SUCH OBLIGATION THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY,WITHOUT LMTATION,THE FACT THAT THE PROPERTY IS UNIQUE GIVEN THE FOREGOING FACTS,AMONG OTHERS,BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES ARE PARTICULARLY APPROPRIA'T'E FOR THIS TRAtNSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES MUST BE PAID IN THE EVENT OF BUYER'S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY, DESPITE ANY WORDS OR CHARACTERIZATIONS PREVIOUSLY USED OR CONTAINED IN THIS AGREEZIENT IMPLYING ANY CONTRARY INTENT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR§3369 BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE §§1671, 1676,AND 1677, WE ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION 'J Inrftals Seller's Initials 93 Seller's Default Seiler will be deemed to be in default under this Agreement(I) if Seiler facts,for any reason other than Buyer's default under this Agreement or the failure of a condition precedent to Seller's obligation to perform under this Agreement, to meet, comply with, or perform any material covenant, agreement,or obligation required on its part within the time limits and in the manner required in this Agreement,or(2) if a material breach of any representation or warranty(made by Seller)has occurred because of Seller's actual fraud or intentional misrepresentation, provided, however, that no such default will be deemed to have occurred unless and until Buyer has given Seller written notice of the default,describing its nature, and Seller has failed to cure such default within five(5)days after receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing). Page 17 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A Calt€omia Nan Profit Public Benefit Corporation ("Seller"),and the Watchorn Lincoln Nlemonal Association,a California Non Profit Public Benefit Corporation{'Buyer") ARTICLE 10 DISPUTE RESOLUTION 10 1 Meet &Confer The Parties shall attempt in good faith to resolve any dispute, claim or controversy("Dispute")which arises out of or relates to the Agreement Any Party may give the other Party written notice of any Dispute not resolved in the normal course of business. Within five(5)days alter delivery of the notice, the Parties agree to have representatives with the authority to settle any such Dispute initially"meet& confer,"in a good faith attempt to resolve any such Dispute in a mutually cooperative spirit, reflective of both organizations commitment to the Redlands community 10 2. Mediation Should any such Dispute not be resolved between the Parties during the"meet&confer"process described above, then either Party may by written request submit the dispute to mandatory mediation("Mediation") conducted by IVAMS Arbitration & Mediation Services ("IVAMS"), or any successor entity if IVAMS is no longer in existence The Parties will cooperate with €VAMS and each other in selecting a mediator from the IVAMS panel and in scheduling the Mediation proceedings. The Parties agree that they will participate in the Mediation in good faith Both Parties further commit that all reasonable good faith efforts shall be made by both Parties to resolve any such Dispute through this Mediation process, as the mutual goal of both Parties is that the binding Arbitration step which follows is never needed between the Parties. All offers, promises, conduct and statements,whether oral or written,made in the course of the Mediation and/or Arbitration are confidential and inadmissible for any purpose, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the Mediation 103 Binding Arbitration Should any such Dispute not be resolved between the Parties through the Mediation process, then the Dispute shall be resolved by neutral binding arbitration("Arbitration"), which shall be initiated by either Party by filing a written demand for arbitration at any time following the initial mediation session, or within 30 days from the date of the initial written request for Mediation, whichever occurs first The Arbitration shall be conducted by a single arbitrator mutually agreed to from the arbitration panel of IVATMS, or successor entity thereto, with the Arbitration to be held in accordance with the IVAMS Arbitration Rules, other than as specifically described herein Such arbitrator must be a different individual from the mediator previously used between the Parties,as described above Judgment on the award rendered by the arbitrator may be entered in any Court having jurisdiction over the Dispute However, irrespective of anything to the contrary in this Section, the Parties shall each have the right to file with a court of competent Jurisdiction an action for specific performance, This limited exception shall not waive any Party's arbitration rights under this Lease 10 3.1 Qualifications ofArbitrator(s) The arbitrator(s) shall be either a retired Judge or an attorney with a minimum of ten(I0) years' experience handling commercial real estate sales matters Page 18 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A California Non Profit Public Benefit Corporation ("Seller"),and the Watchorn Lincoln Mernonal Association,a California Non Profit Public Benefit Corporation('Buyer") 10 32 Venice Any Arbitration Hearing shall be held within forty miles of Redlands, California, or at another venue determined by mutual written agreement of the Parties. 10 3 3 Limitation on Claims No demand for Arbitration may be made after the date on which the institution of legal proceedings based on the claim, dispute, or other matter is barred by the applicable statute of limitations The arbitrator sliall only have the rower to award monetary damages.and no damaecs may be awarded for tiunitive or exemplary damaees or for anv incidental. indirect or conseatiential damm7es. 1034 Powers and Duties of Arbitrator The arbitrator shall be required to follow California law in rendering their decision The arbitrator shall prepare and provide to the Parties a written decision on all matters subject to the Arbitration, including factual findings and the reasons that form the basis of the arbitrator's decision The award of the arbitrator shall be matled to the Parties no later than thirty(30) days after the close of the Arbitration Hearing 10 3 5 Discovery The Parties right to discovery in the Arbitration shall be available only to the extent approved by the arbitrator, and subject to any limitations placed on such discovery by the arbitrator All discovery disputes shall be resolved by the arbitrator 10.3.5 Costs and Fees ofArbitrator(s) Costs and fees of the arbitrator shall initially be equally divided between the Parties,subject to final determination by the arbitrator 10 3 7 NOTICE. BY INITIALING LN THE SPACE BELOW, EACH PARTY IS AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED I Yi THIS ARTICLE 10 BE DECIDED BY NEUTRAL ARBITRATION,AND EACH PARTY IS GIVING UP A_NY RIGHTS THEY MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR BY JURY TRIAL BY INITIALING IN THE SPACE BELOW,EACH PARTY IS GIVING UP ITS XUDICIAL RIGHTS TO DISCOVERY AND APPEAL,SUBJECT TO THE PROVISIONS OF THIS ARTICLE 10.IF A PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, IT MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.EACH PARTY'SAGREENIENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. Page 19 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A California Non ProfitPublic Benefit Corporation and the Watchorn Lincoln Memonal Association,a California Non Profit Public Benefit Corporation("Buyer") WE HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE TO SUBMIT DISPUTES AS DESCRIBED IN THIS ARTICLE 1.0 TO NEUTRAL ARBITRATION v Buy#rt Kia Seller's Ttiiltals ARTICLE 1� GENERAL 11.1 Notices All notices(including requests, demands,approvals,or other communications) under this Lease shall be in writing 11 1 1 .Method of Delivery Notice shall be sufficiently given for all purposes when delivered by either the United States Postal Service Express Mail or by any other nationally recognized overnight delivery service which delivers to Post Office Boxes, with charges prepaid or charged to the sender's account,with notice effective on delivery 11 12 Addresses Addresses for purposes of giving notice under this Agreement are as follows Buyer Buyer's President 125 W Vine Street Redlands, Ca 92373 Seller President of the Contemporary Club P 0 Box 8363 Redlands, Ca 92374 Either Party may change its address by written notice to the other given in the manner set forth above 11 2 Entire Agreement This Agreement and all exhibits referred to in this Agreement constitute the complete, exclusive, and final statement of the terms of the agreement with respect to the sale of the Property between Buyer and Seller and may not be contradicted by evidence of any prior or contemporaneous agreement This Agreement specifically supersedes any prior written or oral agreements between the Parties concerning the Property sale The Parties are also to be Parties to a separate Clubhouse Lease, which encompassed a partial lease back by Seller of the Building from the Buyer The language in all parts of this Agreement will be construed as a whole in accordance with its fair meaning and without regard to California Civil Code §1654 or Page 20 of 25 Purchase and Sale Agreement is made between The Contemparary Club,A Cahfamia Non Profit Public Benefit Corporation ("Selleel,and the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation("Buyer") similar statutes This Agreement shall be deemed jointly drafted by all of the Parties Neither Party has been induced to enter into this Agreement, and neither Party is relying on any representation or warranty outside those expressly set forth in this Agreement 113 Amendments and Wavers No addition to or modification of this Agreement will be effective unless it is made in writing and signed by the Party against whom the addition or modification is sought to be enforced The Party benefited by any condition or obligation may waive the same, but such waiver will not be enforceable by another Party unless it is made in writing and signed by the waiving Party 114 Invalidity of Provision If any provision of this Agreement as applied to either Party or to any circumstance is adjudged by an arbitrator to be void or unenforceable for any reason, this fact will in no way affect (to the maximum extent permissible by law)any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court,or the validity or enforceability of this Agreement as a whole 11,5 No Merger Subject to other provisions of this Agreement, this Agreement, each provision of it, and all warranties and representations in this Agreement will survive the CIosing and will not merge in any instrument conveying title to Buyer All representations, warranties, agreements,and obligations of the Parties will, despite any investigation made by any Party to this Agreement,survive Closing as provided hereinabove, and the same will inure to the benefit of and be binding on the Parties' respective successors and assigns 116 References Unless otherwise indicated, (a) all article and section references are to the articles and sections of this Agreement,and (b)except where otherwise stated,all references to days are to calendar days Whenever under the terms of this Agreement the time for performance of covenant or condition falls on a Saturday, Sunday, or California state holiday, such time for performance will be extended to the next business day. `Business Days"means days other than Saturday, Sunday, and California state holidays The headings used in this Agreement are provided for convenience only and this Agreement will be interpreted without reference to any headings The date of this Agreement is for reference purposes only and is not necessarily the date on which it was entered into, 117 Governing Lmv. This Agreement will be governed by the laws of the State of California applicable to contracts made by residents of the State ofCaiifornia and to be performed in California 11 8 Time Time is of the essence in the performance of the Parties' respective obligations under this Agreement 119 Counterpai is This Agreement maybe executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument Page 21 of 25 Purchase and Sale Agreement is made between'f he Contemporary Club,A Califomia Non Profit Public Benefit Corporation ("Seller"),and the Watchom Lincoln Memorial Association a California Non Prom Public Benefit Corporation("Buyer') 11 10 Construction Whenever in this Agreement the context so requires,references to the masculine shall be deemed to include the feminine and the neuter, reference to the neuter shall be deemed to include the masculine and feminine, references to the plural shall be deemed to include the singular and the singular to include the plural, and references to the words"and" and "or"shall be deemed to include the inclusive usage"arid/or"as applicable I I I I Incorporation of Recitals The Recitals are specifically incorporated into and made a part of this Agreement 11 12 Joint Escrow Instruction This Agreement shall be deemed as Joint Escrow Instruction of the Parties, to be relied upon by the Escrow Holder, along with such supplemental escrow instructions as are required or necessary for Escrow Holder 1't l WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date DATED24 e;;--6— WATCHORY LINCOLNMEMORIAL ASSOCIATION By ` Print Name, f �1 Title. DATED. Xg -13-.1,5"' CONT CLUB Ey Print Name. %Mleo Z: /'�?Ae, Title Page Z2 of 25 Purchase and Sa`.e Agreement is made between The Contemporary Club,A California Non Profit Public Benefit Corporation ('Seller'j,and the Watchorn Lincoln Memorial Association,a California Non Profit Public Benefit Corporation("Buyer") Y CONSENT OF ESCROW HOLDER First American Title Escrow (Escrow Holder) accepts the foregoing Purchase and Sale Agreement as escrow instructions, agrees to act as Escrow Holder and agrees to be bound by its provisions applicable to it as Escrow Holder DATED FIRST AiME RICAN TITLE ESCROW By Print Name Title Page 23 of 25 Purchase and Sate Agreement is made between The Contemporary Club,A California Non Profit Public Benefit Corporation ("Seller'),and the Watchorn Lincoln Memorial Association a California Non Profit Public 5eneiit Corporation('Buyer") EXHIBIT "A" LEGAL DESCRIPTION Lot 12, Block "E" ORANGE GROVE ADDITION, in the city of Redlands, county of San Bernardino, state of California, as per plat recorded in book 4 of Maps, page 38 records of said county SUBJECT TO Second one-half general and special taxes for the fiscal year 1973.1974 Covenants, conditions, restrictions, reservations, rights, rights of way and easements of record Page 24 of 25 Purchase and Sale Agreement IS made between The Contemporary Club,A California bion Profit Public Henelit Corporation ("Seller"),and the Watchorn Lincoln Memorial Association,a Cabrornia Non Profit Public Benefit Corporation("Buyer") EXHIBIT "B" TANGIBLE PERSONAL PROPERTY TO BE TRANSFERRED The following personal property of Seller will also be included in the sale of the Building to Buyer 1 All tables and auditorium chairs, and 2 All major kitchen appliances, including, but not limited to, the refrigerator, freezer, and two stoves Seller will retain ownership of all of the remaining personal property of Seller located in the Building, including, but not limited to, the two pianos, furniture, office furniture and equipment, arts and crafts, kitchen dishes, utensils,pots and pans, etc (along with all replacements to such personal property purchased by Seller), along with Buyer agreeing that Seller retains the right to keep such personal property in the Building during the Lease Term Page 25 of 25 Purchase and Sale Agreement is made between The Contemporary Club,A California Non Profit Public Benefit Corporation ("Seller") and the Watchom Lincoln Memorial Association a California Non Profit Public Benefit Corporation("Buyer") EXHIBIT "D" REVISED MEMORANDUM OF LEASE Recording Requested By, & When Recorded Return To William F Ziprick,Esq 707 Brookside Avenue Redlands,California 92373 A P N 0171 291 20 0 000 (Space Above This Line for Recorder's Use Only) REVISED MEMORANDUM OF LEASE This Revised Memorandum of Lease ("Memorandum") is dated as of June 6,2017, ("Effective Date") and is by and between the City of Redlands, a municipal corporation existing under the laws of California("Landlord" or"City")and The Contemporary Club,a California Non-Profit Public Benefit Corporation("Tenant") with reference to the following facts RECITALS (a) On or about December 30,2015 the Watchorn Lincoln Memorial Association, a California public benefit non-profit corporation ("WLMA) and Tenant entered into that certain Clubhouse Lease ("Lease") for the lease,on ajoint use basis by Landlord and Tenant, of those certain premises located at 173 S Eureka Street, in the City of Redlands, County of San Bernardino, California ("Premises"), with the legal description of the Premises being as shown on Exhibit"A"attached hereto and incorporated herein The terms of such joint use of the Premises by Landlord and Tenant are further described in the Lease (b) On June 6, 2017 a deed was recorded which transfers ownership of the Premises to City In addition,WLMA and City executed and delivered an Assignment of Lease pursuant to which WLMA assigned and transferred to City all of its right, title and interest in, to and under the Lease, which were assumed by City (c) Landlord and Tenant desire to record this Memorandum to provide notice to third parties of assignment of the Lease from WLMA to City NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Memorandum, Landlord and Tenant agree to the following 1 Exhibit C 2017 0_� 18(Red)Memo of Lease CC City of Redlands 5 4.2017 AGREEMENT I Agreement to Lease Landlord(as successor in interest to original landlord WLMA) has leased to Tenant,and Tenant has leased from Landlord,the Premises,upon the specific terms contained in the Lease By this Memorandum,all other parties are put on notice concerning the existence of said Lease, with the above Recitals specifically incorporated and rnade a part of this Memorandum by this reference 2 Terre Subject to the terms and conditions contained in the Lease, the Premises are leased to Tenant for a term of Fifty-Five (55) years 3 Lease Controls This Memorandum is subject to the Lease and any amendments, modifications, alterations, renewals, and extensions of the Lease In the event of any inconsistency between the terms and conditions of this Memorandum and the terms and conditions of the Lease, the terms and conditions of the Lease will govern and control INWITNESS WHEREOF, Landlord and Tenant have each executed this Memorandum Dated June 6, 2017 LANDLORD City of Redlands Paul W Foster, Mayor ATTEST ae Donaldson, City Clerk TENANT The Contemporary Club BY `Mare E Flater,President 2 Exhibit C-2017 05 18(Red)Memo of Lease CC City of Redlands 5 4 2017 Exhibit "A" Legal Description A P N , 0171-291-20-0-000 Real property in the City of Redlands, County of San Bernardino,State of California described as follows LOTS 10,11, 12 AND 21, BLOCK"E",ORANGE GROVE ADDITION, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 38, RECORDS OF SAID COUNTY 3 Exhibit C 2017 05 18(Red)Memo of Lease CC C"of Redlands 5 4 2017 EXHIBIT "E" BILL OF SALE BILL OF SALE This Bill of Sale is given by the Watchorn Lincoln Memorial Association, a Non- Profit Public Benefit Corporation ("Seller"), to the City of Redlands, a municipal corporation existing pursuant to California law("Buyer") WHEREAS, Seller is transferring to Buyer the real property located in the County of San Bernardino, State of California, described as APN 0171-291-20, and commonly referred to as 173 S Eureka Street, Redlands, California (the"Property") NOW THEREFORE, in consideration of Buyer's acceptance of the Property, Seller does hereby grant, convey, transfer, and assign unto Buyer, and its successors and assigns, all of Seller's right, title, and interest in and to the following personal property ("Personal Property") (a) all the improvements on the Property, and (b) all equipment, personal property, furnishings, fixtures, and other items of property located at and used in the operation of the Property by Seller Seller represents and warrants to Buyer that Seiler is the lawful owner of the Personal Property The Personal Property is being transferred and assigned to Buyer hereunder on an "as-is, where is, and with all faults basis", without warranty of any kind, express or implied IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed and delivered on and as of the date of the transfer of the Property to Buyer WATCHORN LINCOLN MEMORIAL ASSOCIATION, a California Non-Profit Public Benefit Corporation B / � .. Y � William D Hatfiel re nt Dated June 6. 2017 1 Exhibit D 2017 05-18(Red)Bill of Sale WLMA to City 5.4.2017