HomeMy WebLinkAboutContracts & Agreements_64-2017 PURCHASE AND SALE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS DATED
APRIL 18, 2017 BY AND
BETWEEN THE
DAVID C JONES TRUST
AS SELLER
AND THE
CITY OF REDLANDS,
a municipal corporation,AS
BUYER
TABLE OF CONTENTS
Page
1 PURCHASE AND SALE .. ................... ... .. 5
2 PURCHASE PRICE, FEES AND COSTS 5
3 ESCROW . ........................... . ... 5
3 1 Opening of Escrow 5
32 Escrow Instructions.......................... 6
3.3 Termination/Cancellation 6
4. ACTIONS PENDING CLOSING 6
41 Due Diligence ............................... 6
4 1 1 Property Materials 6
4 12 Buyer's Due Diligence Tests....................... ............................ . 7
4 13 Buyer's Termination Right 8
42 Title................. .. . 8
4 2 1 Deliveries by Seller 8
4 2 2 Buyer's Review of Title . ............ ..... ............................... .....8
4 2 3 Condition of Title at Closing 9
43 Entitlement and Zoning 10
5 DESCRIPTION OF PROPERTY... .......................... 10
5 1 The Property 10
6 CONDITIONS TO CLOSING 10
61 Buyer's Closing Conditions.......... ... .. 10
611 Title 10
612 Seller's Due Performance ...................................... .. 10
6 1 3 Physical Condition of Property 11
614 Bankruptcy
. .. .......... ..... 11
6 1 5 Possession/Removal of personal property 11
6 1 6 Seller's Closing Conditions................ . 11
7 CLOSING . .. ................................... 11
71 Closing Date 11
72 Deliveries by Seller ....................... .. .. .. 11
7 2 1 Grant Deed 11
7 2 2 Non-foreign Affidavit ... I........................ .. 11
723 State Affidavit 12
7 2 4 Owner's Affidavit................. .. 12
7 2 5 Proof of Authority ....... . ........... . .... ..... . .. ..12
7.2.6 Other 12
73 Deliveries by Buyer 12
73 1 Purchase Price 12
7 3 2 Proof of Authority...... . 12
7 3 3 Other 12
74 Actions by Escrow Agent........................... .. ..... 12
7 4 1 Recording 13
7 4 2 Funds ..............................13
7 4 3 Delivery of Document 13
7 4 4 Owners Title Policy 13
75 Prorat;ons/Apportionment 13
7 5 1 Method of Proration.......... 13
7 5 2 Survival 14
76 Closing Costs . .... ..............................................................14
77 Closing Statement 14
78 Deliveries Outside of Escrow 14
8 SELLER'S REPRESENTATIONS AND WARRANTIES 15
8 1 Seller's Authority, Validity of Agreements 15
82 No Third-Party Rights 15
83 Litigation 15
84 Zoning and Condemnation.............. .. 15
85 No Violations of Environmental Laws 15
86 No Other Commitments 16
87 Wells 16
88 Landfill/Waste Disposal Site 16
8.9 Property Materials 16
810 Permits and Approvals . . ... .. .................. . . 16
811 Williamson Act 16
812 Survival......... 16
9 BUYER'S REPRESENTATIONS AND WARRANTIES 17
91 Buyer's Authority, Validity of Agreements ... 17
92 Survival ............. 17
10 AS-IS ............................ .. 17
11 RISK OF LOSS 17
11 1 Condemnation .. ........ . . . 17
11.2 Casualty 17
12 REMEDIES ............ 19
121 Default by Seller 19
122 Default by Buyer ... 19
13 BROKERS . .. ...................... 20
14. MISCELLANEOUS PROVISIONS 20
141 Entire Agreement . 20
142 Modification, Waiver 20
143 Notices ........... 20
144 Expenses 21
145 Severability 21
146 Successors and Assigns . .......................... .21
147 Counterparts... . 21
148 Governing Law, Jurisdiction 22
149 Headings . ........ . . 22
1410 Time of Essence 22
1411 Further Assurances 22
1412 Construction . ..................... .. . . 22
1413 Attorney Fees. 22
1414 Business Days . ....................23
PURCHASE AND SALE
AGREEMENT AND JOINT ESCROW
INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this
"Agreement") is made and entered into as of April 18, 2017 (the "Effective Date"),by and between
the CITY OF REDLANDS,a municipal corporation("Buyer"), and the DAVID C JONES TRUST
("Seller"), for the purpose of setting forth their agreement and to provide instructions to Escrow
Agent with respect to the transaction contemplated by this Agreement Seller and Buyer are also
sometimes individually referred to herein as a "Party" and, together, as the "Parties."
RECITALS
A Seller is the owner of that certain real property located at 1205 and 1225 West
Redlands Boulevard in the City of Redlands("City"), San Bernardino County (the "County"), State
of California, known as County of San Bernardino Assessor's Parcel Numbers 0169-351-02 and
0169-351-03 (the "Property")
B Seller desires to sell the Property to Buyer, and Buyer desires to purchase the
Property from Seller, upon and subject to the terns and conditions set forth in this Agreement
AGREEMENT
In consideration of the mutual promises contained in this Agreement and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer
and Seller hereby agree, and instruct Escrow Agent(as defined in Section 3, below) , as follows
1 PURCHASE AND SALE
Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase and
acquire from Sellei, the Property on all of the terms and conditions of this Agreement
2 PURCHASE PRICE, FEES AND COSTS,
The purchase price for the Property(the "Purchase Price") shall be Seven Hundred Twenty
Five Thousand Dollars ($725,000) The Purchase Price shall be deposited by Buyer into Escrow
within two (2) days of the close of Escrow
3 ESCROW
ODening of Escrow Buyer and Seller shall cause an escrow ("Escrow") to be opened with
First American Title Insurance Company located at 3281 East Guasti Road, Suite 440, Ontario,
California, 91761 Attention Kelly A Simoneau ksimoneaua.f rstam com ("Escrow Agent") by
Buyer's delivery to Escrow Agent of a ftilly executed copy of this Agreement Escrow Agent shall
promptly deliver to Buyei and Seller written confirmation of the date of the"Opening of Escrow"
As used in this Agreement, the term "Opening of Escrow" means the day on which Escrow Agent
has notified each Party in writing of Escrow Agent's receipt of a fully executed copy of this
Agreement
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31 Escrow Instructions This Agreement shall constitute escrow instructions to
Escrow Agent as well as the agreement of the Parties regarding this Property transaction If any
other printed escrow instructions are requested of the Parties and the terms thereof conflict or are
inconsistent with any provision of this Agreement or any deed, instrument, or document executed
or delivered in connection with the transaction contemplated hereby, the provisions of this
Agreement,or such deed,instrument,or document shall control Escrow Agent is hereby appointed
and designated to act as Escrow Agent and instructed to deliver, pursuant to the terms of this
Agreement, the documents and funds to be deposited into Escrow as provided this Agreement
32 Termination/Cancellation Upon any termination or cancellation (the terms being
used interchangeably in this Agreement) by either of the Parties as expressly allowed under this
Agreement (including, without limitation, any deemed termination or cancellation), (a) all
documents, instruments, and funds delivered into Escrow shall be returned to the Party that
delivered the same into Escrow, and(b)the Parties shall thereafter be relieved from further liability
under this Agreement, except with respect to any obligations under this Agreement that are
expressly stated to survive any termination of this Agreement A copy of any notice of termination
allowed under this Agreement shall be sent to Escrow Agent by the Party electing to terminate
4 ACTIONS PENDING CLOSING
41 Due Diligence
41 1 Probertv Materials
4111 On or before 5 00 p in on the fifth(5th) day following the Opening
of Escrow, Seller shall, at Seller's sole cost and expense, to the extent within the Seller's
possession or control,provide to Buyer and Buyer's counsel true, correct,and complete copies of
all of the following documents (collectively, the "Property Materials")
(a) Any and all surveys for the Property,
(b) All existing, proposed or draft site plans, maps,plats, landscaping plans,
construction plans and drawings, and development plans for the Property
(including,without limitation,with respcet to offsite development related to the
Property),
(c) All existing environmental reports for the Property,
(d) All leases, occupancy agreements, operating agreements, and licenses that affect
the Property,
(e) All zoning stipulations, agreements, and requirements that affect or that are
proposed to affect the Property,
(f) All archaeological, biological, soil, geological, grading, drainage, and hydrology
reports, surveys,or assessments and any other engineering reports for the Property,
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(g) A Natural Hazards Disclosure Report in conformity with the California Natural
Hazards Disclosure Act,
(h) All records to the extent within Seller's possession or control relating to the use,
storage and disposal of all pesticides, fertilizers and other agricultural chemicals
which have been used on the Propertyor that Seller anticipates Seller, or its agents
or contractors, will use on the Property prior to the Closing Date (as defined in
Section 7 1,below),and
(i) Any other third-Party reports, contracts, and agreements of any kind in Seller's
possession or control pertaining to the Property
4112 Seller shall promptly furnish to Buyer for its review (a) any of the
items described in Section 4.1.1.1 that may come into Seller's possession or control from and after
the Effective Date of this Agreement, and (b) any additional documents and information in the
possession or control of Seller reasonably requested in writing by Buyer Except as provided in
Section S 15, Buyer understands and acknowledges that neither Seller nor any of Seller's
representatives makes any representation or warranty to Buyer as to the accuracy or completeness
of the Property Materials and that Seller and Seller's representatives shall have not made or will
not make any attempt to verify the data contained therein Buyer agrees that Seller and Seller's
representatives shall not have any liability to Buyer as a result of Buyer's use of the Property
Materials
4,1.2 Buver's Due Dilieence Tests
4.121 For the period of seventy-five (75) days from the date of Seller's
delivery of the Property Materials, Buyer and its employees, agents, consultants, and contractors
shall be entitled, at Buyer's sole cost and expense, to (a) enter onto the Property to perform any
inspections, investigations, studies, and tests of the Property (including, without limitation,
physical, engineering, soils, geotechnical, and environmental tests) that Buyer deems reasonable,
(b)review all Property Materials, and(c) investigate such other matters pertaining to the Property
as Buyer may desire (collectively, the "Due Diligence Period") Notwithstanding the foregoing,
Buyer shall not conduct any invasive testing on the Property without the prior consent of Seller,
which shall not be unreasonably withheld, delayed(specifically, Seller shall respond to Buyer's request to
conduct such testing not more than twenty-foul (24) hours after written notice by Buyer to Seller), or
conditioned Any entry by Buyer onto the Property shall be subject to, and conducted in accordance with,
all applicable laws
4.1222 Buyer shall keep the Property free and clean of any mechanics' liens
and indemnify, protect, defend, and hold Seller harmless from and against any and all claims
(including, without limitation, claims for mechanic's hens or materialman's liens), causes of
action, demands, obligations, losses, damages, liabilities, judgments, costs, and expenses
(including, without limitation, reasonable attorneys' fees, charges, and disbursements)
(collectively, "Claims") in connection with or arising out of any inspections of the Property carried
on by or on behalf of Buyer pursuant to the terms of this Agreement,provided,however,that Buyer
shall have no responsibility or liability for (a) the negligence or willful misconduct of Seller, (b)
any adverse condition or defect on or affecting the Property not caused by Buyer or its employees,
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agents, consultants, or contractors but discovered or impacted during their inspections including,
without limitation, the pre-existing presence or discovery of any matter (such as, but not limited
to, any Hazardous Substance (as defined in this Agreement)), and/or(c)the results or findings of
any inspection
4123 Upon completion of Buyer's inspections, Buyer shall promptly
repair any material damage to the Property caused by its entry and restore the Property to
substantially the same conditions which existed prior to Buyer's entry under this Section 4 1 2
4.124 The provisions of this Section 4 12 shall survive the Closing or the
earlier termination of this Agreement
4 13 Buyer's Termination RlQht Buyer shall have the right at any time on or
before 5 00 p in on the seventy fifth (75th) day after the delivery from Seller to Buyer of the
Property Materials (the "Due Diligence Termination Date") to terminate this Agreement by
delivering a written nonce of such termination to Seller and Escrow Agent if Buyer determines, in
its sole and absolute discretion, that the Property is not acceptable to Buyer for any reason Buyer
shall indicate its satisfaction and/or waiver of the Due Diligence condition described in this Section
4 1 by delivering written notice of such satisfaction and/or waiver ("Due Diligence Approval
Notice")to Seller and Escrow Agent on or prior to the Due Diligence Termination Date. If Buyer
fails to timely deliver a Due Diligence Approval Notice,then this Agreement and the Escrow shall
be automatically deemed terminated If this Agreement is terminated in accordance with this
Section, the Parties shall thereafter be relieved from further liability hereunder,except with respect
to any obligations under this Agreement that are expressly stated to survive any termination of this
Agreement
42 Title
4 2 1 Deliveries by Seller On or before 5 00 p in on the third(3rd)Business Day
(as defined in Section 14 14,below)after the Opening of Escrow, Seller shall cause First American
Title Insurance Company ("Title Insurer") to issue and deliver to Buyer, at Buyer's sole cost and
expense, (a) a current commitment for an ALTA extended coverage Owner's Policy of Title
Insurance for the Property (the "Title Report") and (b) legible copies of all documents referenced as
exceptions in the Title Report(collectively with the Title Report,the "Title Documents")
4 2 2 Buyer's Review of Title Buyer shall have until the Due Diligence
Termination Date to notify Seller in writing of any objection that Buyer may have to any matters
reported or shown in any survey or the Title Documents or any amendments or updates thereof(a
"Buyer's Title Objection Letter") (provided, however, that if any such amendments or updates are
received by Buyer after or within five (5) Business Days before the Due Diligence Termination
Date, Buyer shall have five (5) Business Days following Buyer's receipt of such amendment or
update and copies of all documents referenced in the Title Documents to notify Seller of objections
to matters shown on any such amendment or update that were not disclosed on the previously
delivered survey or Title Documents and the Closing Date shall automatically be extended as
necessary to facilitate such notice period and any subsequent periods for Seller's response and
Buyer's election as provided in subsections (i) and (ii), below) Matters shown as exceptions to
coverage in the Title Report (or any amendments or updates thereof) that are not timely objected
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to by Buyer as provided above shall constitute "Permitted Exceptions " Seller shall cooperate, at
no cost to Seller, with Buyer to eliminate matters objected to by Buyer, but, except as set forth in
the last sentence of this Section 4 2 2, Seller shall have no obligation to cure or correct any matter
objected to by Buyer On or before the fifth(5th)Business Day following Seller's receipt of Buyer's
Title Objection Letter, Seller may elect, by delivering written notice of such election to Buyer and
Escrow Agent ("Seller's Response"), to cause Title Insurer to remove or insure over any matters
objected to in Buyer's Title Objection Letter If Seller fails to deliver Seller's Response within the
period set forth above, it shall be deemed an election by Seller not to cause Title Insurer to so
remove or insure over such objections If Seller elects or is deemed to have elected not to cause
Title Insurer to so remove or insure, or if Buyer determines, in its sole discretion,that any proposed
endorsement for or insurance over an objected matter is unsatisfactory, then Buyer must elect, by
delivering written notice of such election to Seller and Escrow Agent on or before the earlier to
occur of(a)the fifth (51h)Business Day following Buyer's receipt of Seller's Response or(b) if no
Seller's Response is received by Buyer, the fifth (5th) Business Day following the date on which
Seller shall have been deemed to have responded, as provided above, to (i) terminate this
Agreement, in which case the Initial Deposit, to the extent previously deposited in Escrow, shall
be immediately returned to Buyer, or (ii) proceed with this transaction, in which event those
objected to exceptions or matters that Seller has not elected to cause Title Insurer to so remove or
insure shall be deemed to be Permitted Exceptions If Buyer fails to make such election on a timely
basis, then Buyer shall be deemed to have elected to terminate this Agreement in accordance with
the preceding clause (i) Notwithstanding anything else stated in this Agreement, in all events,
regardless of whether Buyer has given notice of objection as stated above, Seller shall be obligated
to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence as
of the Agreement Date or incurred by Seller on or before the Closing Date(other than current taxes
not yet due) and any additional encumbrances incurred by Seller after the Effective Date in
violation of any provision of this Agreement, and,except as may be otherwise specifically set forth
in this Agreement,terminate all leases,possessory agreements, licenses, and operating agreements
that affect the Property and Buyer need not object to any such matters Seller agrees not to cause
or create any additional encumbrances or other matters affecting title to the Property to be incurred
following the Effective Date that are not satisfied or otherwise removed on or before the Closing
Date as contemplated above
423 Condition of Title at Closing Upon the Closing (as defined in Section 7 1,
below), Seller shall sell, transfer, and convey to Buyer fee simple title to the Property by a duly
executed and acknowledged grant deed in the form of Exhibit "A" attached hereto (the "Grant
Deed"), subject only to the Permitted Exceptions and the reservations and other matters, if any,
referenced or described in said Grant Deed
43 Entitlements and Zonma Buyer shall have the right, during the term of this
Agreement, to pursue all property-specific entitlements in connection with Buyer's intended use
of the Property The cost or expense of preparing for or filing for any such applications by Buyer
pursuant to this Section 4 3 shall be borne solely by Buyer
5 DESCRIPTION OF PROPERTY
51 The Property As used in this Agreement, the term "Property" shall include,
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collectively, all of Seller's right, title, and Interest in and to (a) all buildings and related
improvements on the Property (the "Improvements"), and (b) all of the rights, privileges,
appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in
connection with the Property, including, without limitation, all (i) development rights and credits,
air rights, water, water rights, and water stock relating to the Property, (ii) strips and gores, streets,
alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected
to the Property,and(iii)minerals,oil, gas,and other hydrocarbon substances in,under,or that may
be produced from the Property
6. CONDITIONS TO CLOSING
61 Buyer's Closing Conditions The obligation of Buyer to complete the transaction
contemplated by this Agreement is subject to the following conditions precedent (and conditions
concurrent, with respect to deliveries to be made by Seller at the Closing) (the "Buyer's Closing
Conditions"), which conditions may be waived, or the time for satisfaction of such conditions
extended, by Buyer only in a writing executed by Buyer.
61.1 Title Title Insurer shall be irrevocably and unconditionally prepared and
committed to issue to Buyer (with an effective date not earlier than the Closing Date), an ALTA
extended coverage owner's policy of title insurance ("ALTA Extended Policy") in favor of Buyer
for the Property(a) showing fee title to the Property vested in Buyer, (b) with liability coverage in
an amount equal to the Purchase Price, (c)with those endorsements reasonably requested by Buyer
including, without limitation, a Mechanic's Lien Endorsement, and (d) containing no exceptions
other than the Permitted Exceptions and the reservations and other matters referenced or described
in the Grant Deed (the "Owner's Title Policy") Buyer shall pay any difference in the cost of the
premium for a standard ALTA owner's policy of title Insurance and the ALTA Extended Policy.
If a new or updated survey is required to enable the Title Company to issue the ALTA Extended
Policy, Buyer shall obtain the same, at its sole cost and expense, in a timely manner so as to
facilitate the issuance of the ALTA Extended Policy upon the Closing Date
6.1.2 Seller's Due Performance All of the representations and warranties of
Seller set forth in Section 8 shall be true, correct, and complete in all material respects as of the
Closing Date,and Seller,on or prior to the Closing Date, shall have complied with and/or performed
all of the obligations, covenants, and agreements required on the part of Seller to be complied with or
performed pursuant to the terms of this Agreement on or prioi to the Closing
6 13 Physical Condition of Propertv The physical condition of the Property shall
be substantially the same on the Closing Date as on the Effective Date, except for reasonable wear
and tear and any damages due to any act of Buyer or Buyer's representatives
6 14 Bankruptcy No action or proceeding shall have been commenced by or
against Seller under the federal bankruptcy code or any state law for the relief of debtors or for the
enforcement of the rights of creditors, and no attachment, execution, lien, or levy shall have
attached to or been issued with respect to Seller's interest in the Property or any portion thereof.
6 15 Possession/Removal of Personal Pro-oerty. Upon the Closing Date, Seller
shall deliver exclusive and vacant possession of the Property to Buyer Prior to the Closing Date,
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Seller shall have the right to remove any or all improvements and Seller's equipment,trade fixtures
or other personal property Any such salvage and removal shall be performed pursuant to all
required permits, in accordance with all laws, rules and regulations, and in such manner that the
Property is delivered upon the Closing Date without any safety issues on site, such as large holes,
partially razed structures, or any other similarly unsafe conditions Any improvements or personal
property of Seller remaining on the Property after the Closing Date shall be conclusively deemed
abandoned by Seller (the "Abandoned Personal Property"). Seller waives and relinquishes all
rights, title, interest and claims in any such Abandoned Personal Property and effective upon
abandonment transfers, conveys and assigns all of its right, title and interest in such Abandoned
Personal Property to Buyer for disposition as determined by Buyer in Buyer's sole and absolute
discretion
6 16 General Plan Conformity_. Buyer shall have delivered to Escrow Agent at
least five (5) days prior to the Closing Date a certified copy of a resolution approved by Buyer's
City Council confirming Buyer's Planning Commission's and City Council's compliance with
California Government Code section 65402 relating to Buyer's determination that acquisition of
the Property is in conformance with Buyer's General Plan
6.1.7 Seller's Closina Conditions All of the representations and warranties of
Buyer set forth in Section 9 shall be true, correct, and complete in all material respects as of the
Closing Date, and Buyer, on or prior to the Closing Date, shall have complied with and/or
performed all of the obligations, covenants, and agreements required on the part of Buyer to be
complied with or performed pursuant to the terms of this Agreement on or prior to the Closing
7 CLOSING
71 Closin4 Date Subject to the provisions of this Agreement, the closing of Escrow
shall take place on or before that date(the "Closing Date")which is the thirtieth (30th)day after the
expiration date of the Due Diligence Period As used in this Agreement, the "Closing" shall mean
the recordation of the Grant Deed in the Official Records
7.2 Deliveries by Seller On or before the Closing Date, Seller, at its sole cost and
expense, shall deliver or cause to be delivered into Escrow the following items, documents, and
instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged,
and, if applicable, in proper form for recording.
7 2 1 Grant Deed The Grant Deed conveying the Property to Buyer,
7 2 2 Non-Foreign Affidavit A Non-Foreign Affidavit in the form attached
hereto as Exhibit "B" (the "Non-Foreign Affidavit");
7 2 3 State Affidavit A California Franchise Tax Board Form 593-C (the "State
Affidavit"),
7 2 4 Owner's Affidavit An owner's affidavit or seller's certificate duly
executed by Seller in the form customarily required by title insurance companies in the county of San
Bernardino,in connection with the issuance of title insurance,to remove standard exceptions for mechanics
liens, the gap period fi•om the latest title update of Buyer's title insurance commitment and parties in
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possession,
725 Proof of Authoritv Such proof of Seller's authority and authorization to
enter into this Agreement and the transaction contemplated hereby, and such proof of the power
and authority of the individual(s) executing or delivering any instruments, documents, or
certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title
Insurer or Escrow Agent, and
7 2 6 Other Such other items, documents, and instruments as may be reasonably
required by Buyer, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions
of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be
performed by Seller at the Closing pursuant to this Agreement
73 Deliveries by Buver On or before the Closing Date, Buyer, at its sole cost and
expense, shall deliver or cause to be delivered into Escrow the following funds and the following
items, documents, and instruments, each dated as of the Closing Date, fully executed and, if
appropriate acknowledged, and, if applicable, in proper form for recording
7 3 1 Purchase Price Cash or other immediately available funds in an amount
equal to the unpaid sum of the Purchase Price and all of Buyer's share of the Closing Costs (as
defined in Section 7 6,below)and otherwise sufficient to close the transaction contemplated in this
Agreement,
7 3 2 Proof of Authoritv. Such proof of Buyer's authority and authorization to
enter into this Agreement and the transaction contemplated hereby, and such proof of the power
and authority of the individual(s) executing or delivering any instruments, documents, or
certificates on behalf of Buyer to act for and bind Buyer as may be reasonably required by Title
Insurer or Escrow Agent; and
7 3 3 Other Such other items, documents, and instruments as may be reasonably
required by Seller, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions
of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be
performed by Buyer at the Closing pursuant to this Agreement.
74 Actions by Escrow Agent Provided that Escrow Agent shall not have received
written notice from Buyer or Seller of the failure of any condition to the Closing or of the
termination of the Escrow and this Agreement,when Buyer and Seller have deposited into Escrow
the documents and funds required by this Agreement and Title Insurer is irrevocably and
unconditionally prepared and committed to issue the Owner's Title Policy in accordance with the
terms of this Agreement, Escrow Agent shall, in the order and manner indicated in this Agreement
below, take the following actions
7 4 1 Recording Cause the Grant Deed and any other documents customarily
recorded and/or that the Parties may mutually direct to be recorded in the Official Records of the
county of San Bernardino and obtain conformed copies of such items for distribution to Buyer and
Seller
7 4 2 Funds Disburse all funds as follows
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7.421 Pursuant to the Closing Statement(as defined in section 7 7,below),
retain for Escrow Agent's own account all escrow fees and costs, disburse to Title Insurer the fees
and expenses Incurred in connection with the issuance of the Owner's Title Policy, and disburse to
any other persons or entities entitled to receive such fees and costs the amount of any other Closing
Costs,
7422 Disburse to Seller an amount equal to the Purchase Price, less or
plus the net debit or credit to Seller by reason of the prorations and allocations of Closing Costs
(as defined in section 7.6, below) provided for in this Agreement, and
7423 Disburse to the Party who deposited the salve any remaining funds
in the possession of Escrow Agent after the payments pursuant to Sections 7 4 2 1 and 7 4 2 2
above have been completed
7 4 3 Delivery of Documents, Deliver. (a) to Seller (i) one original of all
documents deposited into Escrow (other than the Grant Deed, the other documents recorded
pursuant to the terms of this Agreement, the Non-Foreign Affidavit, the State Affidavit and the
General Assignment), (ii) one copy of the Non-Foreign Affidavit, the State Affidavit and the
General Assignment, and (iii) one conformed copy of each document recorded pursuant to the
terms of this Agreement, and(b)to Buyer, (i) one original of all documents deposited into Escrow
(other than the Grant Deed and the other documents recorded pursuant to the terms of this
Agreement, but including, without limitation, the Nan-Foreign Affidavit and the State Affidavit),
and (ii) the one conformed copy of each document recorded pursuant to the terms of this
Agreement Originals of any documents recorded at Closing shall be delivered after such recording
as indicated thereon
7 4 4 Owner's Title Policy Cause Title Insurer to issue or be irrevocably and
unconditionally prepared and committed to issue the Owner's Title Policy to Buyer
75 Prorations/Anbortionment
7 5 1 Method of Proration Taxes and assessments affecting the Property shall be
prorated between Buyer and Seller as of the Closing Date based on a 360-day year All non-
delinquent real estate taxes and assessments on the Property shall be prorated based on the actual
current tax bill, but if such tax bill has not yet been received by Seller by the Closing Date or if
supplemental taxes are assessed after the Closing for the period prior to the Closing, the Parties
shall make any necessary adjustment after the Closing by cash payment to the Party entitled to the
same so that Seller shall have borne all real property taxes, including all supplemental taxes,
allocable to the period prior to the Closing and Buyer shall bear all real property taxes, including
all supplemental taxes, allocable to the period from and after the Closing. If any real property taxes
or assessments or any expenses attributable to the Property and allocable to the period prior to the
Closing are discovered or billed after the Closing, the Parties shall make any necessary
adjustment after the Closing by cash payment to the Party entitled to the same within five(5)Business Days
following the discovery thereof of the receipt by any Party of the bill therefor, as the case may be, so that
Seller shall have borne all real property taxes, assessments and expenses allocable to the period prior to the
Closing and Buyer shall bear all real property taxes,assessments and expenses allocable to the period from
and after the Closing
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752 Survival The obligations under this Section 7 5 shall survive the Closing
Date and the delivery and recordation of the Grant Deed for the Property
76 Closini7 Costs Each Party shall pay its own costs and expenses arising in
connection with the Closing (including, without Iimitation, its own attorneys' and advisors' fees,
charges, and disbursements), except the following costs (the "Closing Costs"), which shall be
allocated between the Parties as follows
7 6 1 Escrow Agent's escrow fees and costs shall be shared equally by Buyer and
Seller,
762 The cost of the Owner's Title Policy attributable to the standard coverage
portion shall be paid by Seller,
763 The cost of the Owner's Title Policy attributable to the extended coverage
portion shall be paid by Buyer,
7 6 4 The cost of any items required to be provided by Seller pursuant to Section
4 2 2, shall be paid by Seller, and the costs of any other endorsements to the Owner's Title Policy
shall be paid by Buyer,
765 Seller shall pay the cost of any documentary transfer taxes in connection
with the recording of the Grant Deed,
766 Seller shall pay all recording costs for recording the Grant Deed,and
7 6 7 All other closing fees and costs shall be charged to and paid by Buyer
7.7 Closing Statement Three (3) Business Days prior to the Closing Date, Escrow
Agent shall deliver to each of the Parties for their review and approval a preliminary closing
statement (the "Preliminary Closing Statement") setting forth (a) the proration amounts allocable
to each of the Parties pursuant to Section 7 5; and (b) the Closing Costs allocable to each of the
Parties pursuant to Section 7 6 Based on each of the Party's comments, if any, regarding the
Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statementand
deliver a final, signed version of a closing statement to each of the Parties at the Closing (the
"Closing Statement")
7.8 Deliveries Outside of Escrow. Upon the Closing, Seller shall deliver vacant, sole,
and exclusive possession of the Property to Buyer, subject only to the Permitted Exceptions
Effective immediately upon the Closing, any personal property remaining on the Property shall be
deemed abandoned and may be removed and disposed of by Buyer at its sole cost and expense
This Section 7 8 shall survive the Closing.
8 SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES
Seller represents, and warrants to and agrees with Buyer, as of the Effective Date of this
Agreement and as of the Closing Date, as follows
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8 1 Seller's Authority Validity of As4reements Seller has full right, power, and
authority to sell the Property to Buyer as provided in this Agreement and to carry out its obligations
under this Agreement The individual(s)executing this Agreement and the instruments referenced
in this Agreement on behalf of Seller has/have the legal power, right, and actual authority to bind
Seller to the terms hereof and thereof This Agreement is, and all other instruments, documents
and agreements to be executed, and delivered by Seller in connection with this Agreement shall
be, duly authorized, executed, and delivered by Seller and the valid, binding, and enforceable
obligations of Seller (except as enforcement may be limited by bankruptcy, insolvency, or similar
laws) and do not, and as of the Closing Date will not result in any violation of, or conflict with, or
constitute a default under, any provisions of any agreement of Seller or any mortgage, deed of
trust, indenture, lease, security agreement, or other instrument, covenant, obligation, or agreement
to which Seller or the Property is subject, or any judgment, law, statute, ordinance, writ, decree,
order, inunction, rule, ordinance, or governmental regulation or requirement affecting Seller or
the Property
82 No Third-Party Rights Except as disclosed in the Title Report, Seller is not aware
of any leases or occupancy agreements that grant third-Parties any possessory or rights to use all
or any part of the Property
8.3 Litivation Seller is not aware of (a) any actions, investigations, suits, or
proceedings pending or threatened that affect the Property, the ownership or operation thereof, or
the ability of Seller to perform its obligations under this Agreement,and(b)there are no judgments,
orders, awards, or decrees currently in effect against Seller with respect to the ownership or
operation of the Property that have not been fully discharged prior to the Effective Date of this
Agreement
84 Zonma and Condemnation Except as disclosed in the Property Materials, Seller is
not aware of any planned or pending proceedings to alter or restrict the zoning or other use
restrictions applicable to the Property, to condemn all or any portion of the Property by eminent
domain proceedings or otherwise, or to institute a moratorium or similar restriction on building on
or issuing certificates of occupancy for construction on the Property
85 No Violations of Environmental Laws. To Seller's knowledge and except as
disclosed in the Property Materials (a)the Property is not in,nor has it been of is it currently under
investigation for violation of any federal, state, or local law, ordinance, or regulation relating to
industrial hygiene,worker health and safety,or to the environmental conditions in,at,on,under, or
about the Property, including,but not limited to, soil and groundwater conditions ("Environmental
Laws"), (b) the Property has not been subject to a deposit of any Hazardous Substance, (c) neither
Seller nor any third Party has used,generated,manufactured, stored,or disposed in, at,on,or under
the Property any Hazardous Substance, and (d) there is not now in, on, or under the Property any
underground or above ground storage tanks or surface impoundments, any asbestos containing
materials, or any polychlorinated biphenyls used in hydraulic oils, electrical transformers, or other
equipment Sellei hereby assigns to Buyei as of the Closing all claims,counterclaims,defenses,and actions,
whether at common law of pursuant to any other applicable federal,state or other laws that Seller may have
against any third Party or Parties relating to the existence or presence of any Hazardous Substance in, at,on,
under,or about the Property For purpose of this Agreement,the term "Hazardous Substance" shall include
any wastes,materials, substances, pollutants, and other matters regulated by Environmental Laws
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86 No Other Commitments Except as may be disclosed in the Title Report, Seller has
not made any commitment or representation to any governmental authority, or any adjoining or
surrounding property owner, that would in any way be binding on Buyer or would interfere with
Buyer's ability to develop and improve the Property for residential, commercial, or retail purposes,
and Seller shall not make any such commitment or representation that would affect all or any
portion of the Property without Buyer's written consent
87 Wells Except as disclosed in the Property Materials, Seller is not aware of wells,
drilling holes or wellheads located on or under the Property
88 Landfill/Waste Disposal Site. Seller has not used the Property and, except as
disclosed in the Property Materials, Seller is not aware that the Property has ever been used as a
landfill, waste disposal site, or burial site
8.9 Prouerty Materials Seller is not aware of any material defects, deficiencies, or
inaccuracies in any of the Property Materials
810 Permits and ADurovals To Seller's knowledge,all work performed on the Property
by or at the request of Seller including, without limitation, brush removal, has been performed in
material compliance with all applicable laws, rules and regulations and pursuant to all required
permits and approvals
811 Williamson Act Seller represents that no land conservation contract pursuant to the
Williamson Act, as defined in Chapter 7 of Division 1 of Title 5 (Section 51200 et seq) of the
California Government Code, as amended, or any successor statute thereto ("Williamson Act
Contract"), currently affects the Property, If a Williamson Act Contract is in effect with respect to
the Property, Seller agrees that Seller shall be responsible,at its sole cost and expense,to cause the
termination of the Williamson Act Contract on or before the Closing Date such that Buyer shall
acquire title to the Property free and clear of the Williamson Act Contract
812 Survival All of the representations, warranties, and agreements of Seller set forth
in this Agreement shall be true upon the Effective Date of this Agreement, shall be deemed to be
repeated at and as of the Closing Date, and shall survive the delivery of the Grant Deed and the
Closing for a period of one (1) year Prior to a termination of this Agreement, Seller shall not take
any action, fail to take any required action, or willfully allow or consent to any action that would
cause any of Seller's representations or warranties to become untrue If any representation or
warranty of Seller was true as of the Effective Date of this Agreement, but is not true as of the
Closing Date, then Seller shall disclose this changed fact to Buyer in writing So long as Seller
makes the foregoing disclosure and the change of circumstances regarding the representation or
warranty did not arise due to the fault of Seller,then Seller shall not be in breach of this Agreement
due to the fact that the representation of warranty has become untrue as of the Closing Date, provided,
however, the fact that any representation or warranty under this Section 8 is untrue as of the Closing Date
shall still be a failure of a condition pursuant to Section 6 1 2 Notwithstanding the foregoing, if Buyer has
actual knowledge of the incorrectness of any representation or warranty set forth in this Section 8 as of the
Closing Date and Buyer has not elected to terminate this Agreement as provided in this Agreement, then
Buyer will be deemed to have waived any claim against Sellei for the incorrectness of such representation
of warranty
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9 BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to Seller, as of the Agreement Date and as of the Closing
Date, as follows
91 Buyer's Authority Validity of Agreements Buyer has full right, power, and
authority to purchase and acquire the Property from Seller as provided in this Agreement and to
carry out its obligations hereunder The individual(s)executing this Agreement and the instruments
referenced in this Agreement on behalf of Buyer has/have the legal power, right, and actual
authority to bind Buyer to the terms of this Agreement and such instruments anddocurnents This
Agreement is, and all other instruments, documents, and agreements to be executed and delivered
by Buyer in connection with this Agreement shall be, duly authorized, executed, and delivered by
Buyer and the valid, binding, and enforceable obligations of Buyer (except as enforcement may
be limited by bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will
not, violate any provision of any law, statute, ordinance, rule, regulation, agreement or judicial
order to which Buyer is a Parry or to which Buyer is subject
92 Survival All of the representations, warranties, and agreements of Buyer set forth
in this Agreement shall be true upon the Effective Date of this Agreement, shall be deemed to be
repeated at and as of the Closing Date and shall survive the delivery of the Grant Deed and the
Closing for a period of one(1) year Prior to a termination of this Agreement, Buyer shall not take
any action, fail to take any required action, or willfully allow or consent to any action that would
cause any of Buyer's representations or warranties to become untrue
IQ AS-IS
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS (A)
BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF
PROPERTY, (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS
AGREEMENT, THE DEED, AND/OR ANY OTHER DOCUMENT OR INSTRUMENT
DELIVERED BY SELLER AT CLOSING (THE "EXPRESS REPRESENTATIONS"),
NEITHER SELLER NOR ANY OF ITS AGENTS, REPRESENTATIVES, BROKERS,
OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, OR EMPLOYEES HAS MADE
OR WILL MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY, AND (C) EXCEPT AS MAY BE SPECIFICALLY SET
FORTH IN THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO BUYER IN ITS
PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS REPRESENTATIONS
SUBJECT TO THE EXPRESS REPRESENTATIONS AND THE TERMS OF THIS
AGREEMENT, BUYER WILL BE AFFORDED THE OPPORTUNITY TO MAKE ANY AND
ALL INSPECTIONS OF THE PROPERTY AND SUCH RELATED MATTERS AS BUYER
MAY REASONABLY DESIRE AND, ACCORDINGLY, SUBJECT TO THE EXPRESS
REPRESENTATIONS, BUYER WILL RELY SOLELY ON ITS OWN DUE DILIGENCE AND
INVESTIGATIONS IN PURCHASING THE PROPERTY.
11 RISK OF LOSS.
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11.1 Condemnation If, prior to the Closing, all or any portion of the Property is taken
by condemnation or eminent domain (or is the subject of a pending or contemplated taking which
has not been consummated), Seller shall immediately notify Buyer in writing of such fact. In such
event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given
within ten (10) Business Days after receipt of such notice from Seller, in which event the Deposit
shall be returned to Buyer Notwithstanding the foregoing,Buyer's failure to provide written notice
of Buyer's election to terminate within such ten(10) Business Day period shall be deemed Buyer's
election to terminate this Agreement Prior to any termination or deemed termination of this
Agreement, Buyer shall have the right to participate in any proceedings and negotiations with
respect to the taking and any transfer in lieu of taking(and Seller shall not consummate any transfer
in lieu of taking without Buyer's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed) If Buyer waives the right to terminate this Agreement and elects
to proceed with the Closing, then (a) Seller, at, and as a condition precedent to Buyer's obligation
to proceed with,the Closing,must (i)pay to Buyer(or direct Escrow Agent to credit Buyer against
the Purchase Price for) the amount of all awards for the taking (and any consideration for any
transfer in lieu of taking) actually received by Seller, and(ii) assign to Buyer by written instrument
reasonably satisfactory to Buyer all rights or claims to any future awards for the taking (and any
consideration for any transfer in lieu of taking); and (b) the Parties shall proceed to the Closing
pursuant to the terms hereof without further modification of the terms of this Agreement
112 Casualtv Prior to the Closing and notwithstanding the pendency of this Agreement,
the entire risk of loss or damage by earthquake,hurricane,tornado,flood, landslide,fire, sinkhole,
contamination by hazardous materials or other casualty shall be borne and assumed by Seller If,
prior to the Closing, any portion of the Property is damaged as a result of any earthquake,
hurricane, tornado, flood, sinkhole, landslide, fire, contamination by hazardous materials or other
casualty, Seller shall immediately notify Buyer in writing of such fact. In such event, Buyer shall
have the option to terminate this Agreement upon written notice to Seiler given within ten (10)
Business Days after receipt of any such notice from Seller, in which event the Deposit shall be
returned to Buyer Notwithstanding the foregoing, Buyer's failure to provide written notice of
Buyer's election to terminate within such ten (10) Business Day period shall be deemed Buyer's
election to terminate this Agreement Prior to any termination or deemed termination of this
Agreement, Buyer shall have the right to participate in any adjustment of the insurance claim. If
Buyer waives the right to terminate this Agreement and elects to proceed with the Closing, there
(a) Seller, at,and as a condition precedent to Buyer's obligation to proceed with,the Closing, must
either (i) pay to Buyer(or direct Escrow Agent to credit Buyer against the Purchase Price for)the
amount of any insurance proceeds actually received by Seller plus the amount of any deductible
under Seller's insurance, or (ii) if no insurance proceeds have been received by Seller, assign to
Buyer by written instrument reasonably satisfactory to Buyer all rights or claims to the insurance
proceeds and credit Buyer against the Purchase Price for any deductible payable under Seller's insurance
policy, and (b) the Parties shall proceed to the Closing pursuant to the terms hereof without further
modification of the terms of this Agreement
12 REMEDIES
121 Default by Seller If Seller shall breach any of the terms or provisions of this
Agreement or otherwise fail to perform any of Seller's obligations under this Agreement at or prior
to Closing, and if such failure continues without cure by Seller for five (S) Business Days after
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Buyer provides Seller and Escrow Agent with written notice thereof (a "Seller Default"), and
provided Buyer is not then in default, then Buyer may, as Buyer's sole remedies for such failure,
but without limiting Buyer's right to recover attorneys' fees pursuant to Section 14 13 below (a)
waive the effect of such matter and proceed to consummate this transaction, (b) cancel this
Agreement and receive a Rill refiind of the Deposit and recover from Seller the reasonable out-of-
pocket expenses incurred by Buyer related to the Property and this transaction, which amounts
shall be payable by Seller to Buyer within five (5) Business Days following receipt by Seller of
written request therefor from Buyer together with copies of invoices evidencing such expenses, or
(e)proceed with any remedies available to Buyer at law of in equity,which may,without limitation,include
the bringing of an action against Seller foi specific performance and/oi recovery of the Deposit and any other
damages suffered of incurred by Buyei as a result of any breach of failure by Seller to perform any of
Seller's obligations under this Agreement
12.2 Default by Buyer IF BUYER SHALL BREACH ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR OTHERWISE FAIL TO PERFORM ANY OF
BUYER'S OBLIGATIONS UNDER THIS AGREEMENT AND IF SUCH FAILURE
CONTINUES WITHOUT CURE BY BUYER FOR FIVE (5) BUSINESS DAYS AFTER
SELLER PROVIDES BUYER AND ESCROW AGENT WITH WRITTEN NOTICE THEREOF,
AND PROVIDED SELLER ISNOT THEN IN DEFAULT, THEN SELLER MAY WAIVE
SUCH BREACH AND PROCEED TO CONSUMMATE THIS TRANSACTION IN
ACCORDANCE WITH THE TERMS HEREOF, OR SELLER MAY, AS ITS EXCLUSIVE
REMEDY (BUT WITHOUT LIMITING SELLER'S RIGHT TO RECOVER ATTORNEYS'
FEES PURSUANT TO SECTION 14 13 BELOW), CANCEL THIS AGREEMENT AND
RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND AS CONSIDERATION FOR
THE ACCEPTANCE OF THIS AGREEMENT AND FOR TAKING THE PROPERTY OFF
THE MARKET, AND NOT AS A PENALTY BUYER AND SELLER HAVE DETERMINED
AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY
DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY
THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IF BUYER
FAILS TO PERFORM ANY OF ITS OBLIGATIONS IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, AND THE PARTIES AGREE THAT A
REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES IS AN
AMOUNT EQUAL TO THE DEPOSIT ACCORDINGLY, BUYER AND SELLER AGREE
THAT IF BUYER BREACHES ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT
OR OTHERWISE DEFAULTS HEREUNDER, SELLER MAY RETAIN THE DEPOSIT AS
LIQUIDATED DAMAGES THE PAYMENT AND RETENTION OF THE DEPOSIT AS
LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN
THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUAN-1 TO
CALII,ORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677
Seller's Initials Buyer' i s
13 BROKERS
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Buyer and Seller hereby represent to one another that there are no brokers in this transaction
and that no real estate sales commission is to be paid in connection with this transaction
14 MISCELLANEOUS PROVISIONS
141 Entire Agreement. This Agreement, including the exhibits attached hereto,
constitutes the entire agreement between Buyer and Seller pertaining to the subject matter hereof
and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations,
and discussions,whether oral or written,of the Parties,and there are no warranties,representations,
or other agreements, express or implied,made to either Party by the other Party in connection with
the subject matter hereof except as specifically set forth in this Agreement or in the documents
delivered pursuant hereto or in connection herewith
14.2 Modification Waiver No supplement, modification, waiver, or termination ofthis
Agreement shall be binding unless executed in writing by the Party to be bound thereby No waiver
of any provision of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided
143 Notices All notices,consents,requests,reports,demands or other communications
hereunder(collectively, "Notices") shall be in writing and may be given personally, by registered
or certified mail,by electronic snail,by courier, or by Federal Express(or other reputable overnight
delivery service) for overnight delivery, as follows
To Buyer City of Redlands
35 Cajon Street
Redlands, CA 92373
Attention City Clerk
Telephone 909-798-7512
To Seller David C .Tones Trust
12572 Vintner Drive
Rancho Cucamonga, CA 91739
Attention David C Jones
To Escrow Agent First American Title Insurance Company
3281 East Guasti Road, Suite 440
Ontario, California, 91761
Attention Kelly A Simoneau, Senior Commercial Escrow
Officer
Telephone 909-510-6206
Email ksimoneau@firstam com
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Or to such other address or such other person as the addressee Party shall have last designated by
Notice to the other Party and Escrow Agent All Notices shall be deemed to have been given three
(3) days following deposit in the United States Postal Service (postage prepaid) or, upon receipt,
if sent by overnight delivery service, courier, facsimile transmission (so long as confirmed by the
appropriate automatic confirmation page), electronic mail (so long as receipt is acknowledged or
otherwise confirmed), or personally delivered Notice to a Party shall not be effective unless and
until each required copy of such Notice is given The inability to deliver a Notice because of a
changed address of which no Notice was given or an inoperative facsimile number for which no
Notice was given of a substitute number, or any rejection or other refusal to accept any Notice,
shall be deemed to be the receipt of the Notice as of the date of such inability to deliver or rejection
or refusal to accept Any Notice to be given by any Party may be given by legal counsel for such
Party Telephone numbers are provided in this Agreement for convenience only and shall not alter
the manner of giving Notice set forth in this Section 14 3
144 Expenses Subject to the provision for payment of the Closing Costs inaccordance
with the terms of Section 7 6 of this Agreement and of any other provision of this Agreement,
whether or not the transaction contemplated by this Agreement shall be consummated, all fees and
expenses incurred by any Party hereto in connection with this Agreement shall be bowie by such
Party.
145 Severabilitv Any provision or part of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction,
be ineffective only to the extent of such invalidity and shall not affect the enforceability of the
remaining provisions hereof or the validity or enforceability of any such provision in any other
situation or in any other jurisdiction
146 Successors and Assians Neither Seller nor Buyer shall assign its rights under this
Agreement without the prior written consent of the other Party, which consent shall not be
unreasonably withheld or delayed Notwithstanding any such assignment, no assignment shall
relieve the assignor of any obligations or liability under this Agreement Subject to the foregoing,
all of the Parties' rights, duties, benefits, liabilities, and obligations under this Agreement shall
inure to the benefit of, and be binding upon, their respective successors and assigns
147 Counterparts This Agreement may be executed in as many counterparts as may be
deemed necessary and convenient, and by the different Parties hereto on separate counterparts,
each of which, when so executed, including, without limitation, by pdf scanned counterparts of
any initialed or executed pages delivered via electronic mail, shall be deemed an original, but all
such counterparts shall constitute one and the same instrument
148 Governing Law- Jurisdiction This Agreement shall be governed by and construed
under the laws of the State of California without regard to conflicts-of-laws principles that would
require the application of any other law Each Party hereby consents to the exclusive jurisdiction
of any court of competent jurisdiction in the county of San Bernardino in any action related to or
arising under this Agreement
149 Headim4s The Section headings of this Agreement are for convenience of reference
only and shall not be deemed to modify, explain, restrict, alter, or affect the meaning or
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interpretation of any provision hereof
1410 Time of Essence Time shall be of the essence with respect to all matters
contemplated by this Agreement
1411 Further Assurances In addition to the actions recited in this Agreement and
contemplated to be performed, executed, and/or delivered by Seller and Buyer, during the term of
this Agreement and after the Closing, Seller and Buyer agree to perform, execute, and/or deliver
or cause to be performed, executed, and/or delivered any and all such further acts, instruments,
deeds, and assurances as may be reasonably required to consummate the transaction contemplated
hereby In furtherance of the foregoing, so long as Buyer is not in default under the terms of this
Agreement, Seller will cooperate, as reasonably needed, and at no cost to Seller, in Buyer's due
diligence review process, which shall include but not be limited to Seller's consent to Buyer's
unrestricted access to agencies,representatives,tenants, consultants and other parties familiar with
the Property and the execution and delivery of such applications or other documents as reasonably
requested by Buyer
1412 Construction As used in this Agreement, the masculine, feminine, and neuter
gender and the singular or plural shall each be construed to include the other whenever the context
so requires This Agreement shall be construed as a whole and in accordance with its fair meaning,
without regard to any presumption or rule of construction causing this Agreement or any part of it
to be construed against the Party causing this Agreement to be written The Parties acknowledge
that each has had a full and fair opportunity to review this Agreement and to have it reviewed by
counsel If any words or phrases in this Agreement have been stricken, whether or not replaced by
other words or phrases,this Agreement shall be construed (if otherwise clear and unambiguous) as
if the stricken matter never appeared and no inference shall be drawn from the former presence of
the stricken matters in this Agreement or from the fact that such matters were stricken.
1413 Attornevs' Fees If either Party brings an action or proceeding against the other
Party to enforce or interpret any of the covenants, conditions, agreements, or provisions of this
Agreement, the prevailing Party in such action or proceeding shall be awarded all costs and
expenses of such action or proceeding, including, without limitation, attorneys' fees (including
fees for a Party's use of in-house counsel), charges,disbursements,and the fees and costs of expert
witnesses If any Party secures a judgment in any such action or proceeding, then any costs and expenses
(including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in enforcing such
judgment, or any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by
the prevailing Party in any appeal from such judgment in connection with such appeal shall be recoverable
separately from and in addition to any other amount included in such judgment The preceding sentence is
intended to be severable from the other provisions of this Agreement, and shall survive and not be merged
into any suchjudgment This Section shall survive Closing and any earlier termination of this Agreement
14.14 Business Days As used in this Agreement, the term "Business Day" shall mean a
day that is not a Saturday, Sunday, or legal holiday If the date for the performance of any covenant
or obligation under this Agreement shall fall on a Saturday, Sunday, or legal holiday, the date for
performance thereof shall be extended to the next Business Day Similarly, if the day for the
performance of any covenant or obligation under this Agreement involving Escrow Agent shall
fall on a Business Day on which Escrow Agent is closed for business to the public, the date for
performance thereof shall be extended to the next Business Day on which Escrow Agent is open
I Icaldpn\AgreementsUones Purchase and Sale Agrement(002).docx
for business to the public
23
I IcaldjmlAgreementsVones Purchase and Sale Agrement(002)docx
The Parties have executed this Agreement as of the day and year first written
above
SELLER
DAVID C JONES TRUST
By C
Its r2�.✓�—e.—
BUYER
Cl rY OF REDLANDS
�4"& ) &V��
Paul W Fostei,Mayoi
ATTEST
J! imiie Donaldson, City Clerk
ESCROW AGENT
fhe undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and Joint
Escrow Instructions,agrees to act as Escrow Agent under this Agreement in strict accordance with its terms,
agrees to insert as the "Agreement Date" on page 1 of this Agreement,if not otherwise dated,the latest date
this Agreement was signed by Sellet and Buyer and delivered to Escrow Agent, and agrees to comply with
the applicable provisions of the Internal Revenue Code with respect to the transactions contemplated
hereby
First American Title Insurance Company
Date By
Name Kelly A Simoneau
1 itle Semoi Commercial Escrow Officer
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LIST OF EXHIBIT
EXHIBIT "A" GRANT DEED
EXHIBIT "B" NON-FOREIGN AFFIDAVIT
EXHIBIT "A" GRANT DEED
RECORDING REQUESTED BY-
WHEN RECORDED MAIL
TO
City of Redlands
P.O. Box 3005
Redlands, California
92373 Attention City
Clerk
(Space Above for Recorder's Use)
APN Numbers 0169-351-02 and 0169-351-03
GRANT DEED
The undersigned Grantor declares that Documentary Transfer Tax is not shown
pursuant to Section 11932 of the California Revenue and Taxation Code, as amended
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, DAVID C JONES TRUST (the "Grantor"), hereby grants to
CITY OF REDLANDS, a municipal corporation, the real property in the City of Redlands,
County of San Bernardino, State of California, described in Exhibit "A" attached to and
incorporated in this Agreement by this reference
THIS GRANT AND CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO
COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, RIGHTS OF WAY
AND EASEMENTS NOW OF RECORD
[signature page follows]
MAIL TAX STATEMENTS TO-
City of Redlands
P.O. Box 3005
Redlands, California
92373 Attention City
Clerk
IN WITNESS WHEREOF, the Grantor has executed this Grant Deed as of
2017
GRANTOR
DAVID C JONES TRUST
By.
A notary public or other offices completing this
certificate verified only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document
STATE OF CALIFORNIA }
ss
COUNTY OF }
On , 2017, before me, ,
Notary Public,personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they/executed the same
in his/her/their authorized capacity(les) and that by his/her/their signature(s) on the instrument the
person(s), of 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 seal
Notary Public
In and For Said County and State
EXHIBIT "A" TO GRAND DEED
LEGAL DESCRIPTION
APN Numbers 0169-351-02 AND 016-351-03
Document No
Recorded , 2017
STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION
NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE
OF THE COUNTY RECORDER(PURSUANT TO SECTION 11932 REVENUE
AND TAXATION CODE)
TO Recorder
County of San Bernardino
Request is hereby made in accordance with the provisions of the Documentary Transfer
Tax Act that the amount of the tax due not be shown on the original document which names
Grantor. DAVID C JONES TRUST
Grantee CITY OF REDLANDS, a municipal corporation
The property described in the accompanying document is located in the City of Redlands,
County of San Bernardino
The amount of tax due on the accompanying document i s $ computed
on the full value of the property conveyed
(Signature of Grantor or Agent) DAVID C JONES TRUST
By
Note After the permanent record is made,this form will be affixed to the conveying document
and returned with it
EXHIBIT "B"
NON-FOREIGN AFFIDAVIT
STATE OF )
ss
County of )
The undersigned, as authorized agent of DAVID C .TONES TRUST ("Transferor"), after being
duly sworn upon his oath deposes and says that
Section 1445 of the Internal Revenue Code provides that a transferee of a U S real property interest
must withhold tax if the transferor is a foreign person. To inform CITY OF REDLANDS, a
municipal corporation, ("Transferee"),that withholding of tax is not required upon the disposition
of Transferor's interest in a U.S. real property interest, the undersigned hereby certifies the
following.
I Transferor is not a non-resident alien,foreign corporation,foreign partnership,foreign trust,
foreign estate, or other foreign person within the meaning of § 1445 and § 7701 of the
Internal Revenue Code and the treasury regulations promulgated thereunder,
2 Transferor is not a disregarded entity as defined in Treas Reg § 1 1445-2(b)(2)(iii),
3 Transferor's U S taxpayer identification number is
4 Transferor's business address is-
Transferor understands that this certification may be disclosed to the Internal Revenue Service by
Transferee and that any false statement contained in this Agreement could be punished by fine,
imprisonment, or both
Under penalties of penury Transferor declares that it has examined this certification and to the best of
its knowledge and belief this certification is true, correct, and complete The undersigned agent
declares that he has the authority to sign this document on behalf of Transferor
TRANSFEROR
DAVID C JONES TRUST
By
A notary public or other officer completing this
certificate verified only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document
STATE OF CALIFORNIA )
} ss
COUNTY OF
On , 2017, before me, ,
Notary Public,personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they/executed the same in
his/her/their authorized capacity(ies)and that by his/her/their signature(s)on the instrument the person(s),
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 seal
Notary Public
In and For Said County and State
r
a.
FirstAmerican Title Insurance Company
National Commercial Services
3281 E Guasti Road, Suite 440, Ontario, CA 91761
(909)510-6206 - Fax (877)461-2088
SUPPLEMENTAL ESCROW INSTRUCTIONS
To First American Title Insurance Company National 08/02/2017
Commercial Services
File No NCS-846663-ONT1 (KS)
Re APN 0169-351-02 and 0169-351-03, Redlands, CA 92373
DUE DILIGENCE PERIOD The Due Diligence Period is hereby extended to December 4, 2017
ALL OTHER TERMS AND CONDITIONS OF THIS ESCROW WILL REMAIN THE SAME
City of Redlands, a municipal corporation
sy•�
Paul W Foster
Mayor
ATTEST
Je e Donaldson, City Clerk
The David C Jones Seperate Property Trust
dated September 10 1997
David C Jones Trustee
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