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HomeMy WebLinkAboutContracts & Agreements_137-2018AGREEMENT FOR THE DONATION OF PROPERTY AND JOINT ESCROW INSTRUCTIONS DATED July 17, 2018 BY AND BETWEEN SPARTAN PARTNERS, a California general partnership, AS SELLER AND CITY OF REDLANDS, a municipal corporation, AS BUYER E 1ca\djOAgreementsTurchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 1 S.doex TABLE OF CONTENTS Page DONATION OF PROPERTY 2 ESCROW.... .. . 1 21 Opening of Escrow 1 22 Escrow Instructions 1 23 Termination/Cancellation .. ... 2 3 ACTIONS PENDING CLOSING 2 3 1 Due Diligence 2 3 11 Property Materials 2 3 12 City's Due Diligence Tests.. 3 3 13 City's Termination Right .. .. 4 32 Title 4 3 2 1 Deliveries by Spartan 4 322 City's Review of Title 4 323 Condition of Title at Closing 5 4 DESCRIPTION OF PROPERTY 5 41 The Property 5 5 CONDITIONS TO CLOSING 5 5 1 City's Closing Conditions 5 511 Title 6 5 12 Spartan's Due Performance 6 5 13 Physical Condition of Property 6 514 Bankruptcy 6 5 15 Possession/Removal of personal property 6 52 Spartan's Closing Conditions 6 6 CLOSING 7 6 1 Closing Date 7 62 Deliveries by Spartan 7 621 Grant Deed 7 622 Non -foreign Affidavit 7 623 State Affidavit 7 I kaAmlAgreements\Purehase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.docs 7 8 9 10 624 Owner's Affidavit 625 Proof of Authority 6.26 Other 63 Deliveries by City 63 1 Removal of City Liens 632 Proof of Authority 633 Other 64 Actions by Escrow Agent 6 4 1 Recording 642 Funds 643 Delivery of Document 644 Owners Title Policy 65 Prorations/Apportionment 6 5 1 Method of Proration 652 Survival 66 Closing Costs 67 Closing Statement 68 Deliveries Outside of Escrow SPARTAN'S REPRESENTATIONS AND WARRANTIES 71 Spartan's Authority, Validity of Agreements 72 No Third -Party Rights 73 Litigation 74 No Violations of Environmental Laws 75 No Other Commitments 76 Landfill/Waste Disposal Site 77 Property Materials 78 Survival CITY'S REPRESENTATIONS AND WARRANTIES 8 1 City's Authority, Validity of Agreements 82 Survival RISK OF LOSS 101 Casualty REMEDIES 11 1 Default by Spartan 12 BROKERS 11ca\djmlAgreementsTurchase and sale Agrement spartan Partners 302 Colton Ave 7 12 18.docx 7 7 7 7 7 8 .8 8 8 8 8 9 9 9 9 9 10 10 10 10 10 11 11 11 11 11 11 12 12 12 12 13 13 13 13 13 13 MISCELLANEOUS PROVISIONS 131 Entire Agreement 132 Modification, Waiver 133 Notices 134 Expenses 13.5 Severability 13.6 Successors and Assigns 137 Counterparts 13 8 Governing Law, Jurisdiction 139 Headings 13 10 Time of Essence 13 11 Further Assurances 1312 Construction 13.13 Attorney Fees 13 14 Business Days 14 14 14 14 15 15 15 15 ... 15 15 15 16 16 16 16 11ca%djmlAgreements\Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.docx THIS AGREEMENT FOR DONATION OF PROPERTY AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of July 17, 2018 (the "Effective Date"), by and between the CITY OF REDLANDS, a municipal corporation ("City"), and SPARTAN PARTNERS, a California general partnership ("Spartan"), for the purpose of setting forth the agreement of the Parties and to provide instructions to Escrow Agent with respect to the transaction contemplated by this Agreement City and Spartan are sometimes herein individually referred to as a "Party" and, together, as the "Parties " RECITALS A. WHEREAS, Spartan is the owner of that certain real property located at 302 W Colton Avenue in the City of Redlands ("City"), San Bernardino County (the "County"), State of California, known as County of San Bernardino Assessor's Parcel Number 0169-053-11-0000 (the "Property"); and B WHEREAS, Spartan desires to donate the Property to City, and City desires to accept the donation of the Property from Spartan, upon, and subject to, the terms and conditions set forth in this Agreement, NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and for othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Spartan hereby agree, and instruct Escrow Agent, as follows AGREEMENT DONATION OF PROPERTY Spartan agrees to donate the Property to City, and City agrees to accept the donation of the Property from Spartan, on all of the terms and conditions of this Agreement 2 ESCROW 21 Opening of Escrow City and Spartan 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 ksiinoneau a,lirstam com ("Escrow Agent") by delivery to Escrow Agent of a fully executed copy of this Agreement within seven (7) days of the Effective Date of this Agreement After receiving a fully executed copy of this Agreement, Escrow Agent shall notify each Party of the receipt of this Agreement and the date of "Opening of Escrow" which shall be August 1, 2018 2.2 Escrow Instructions This Agreement shall constitute escrow instructions to Escrow Agent as well as this Agreement of the Parties If any other printed escrow instructions are requested of the Parties and the terms thereof conflict or are inconsistent with any provision of this 1 I-1ca\djm\AgreementsTurchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 1 8.doex 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 any funds to be deposited into Escrow as provided this Agreement 2.3 Term mationlCancellation 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 ACTIONS PENDING CLOSING 31 Due Diligence 31 1 Property Materials 3.111 On or before 5 00 p m on the fifth (5th) day following the Opening of Escrow, Spartan shall, at Spartan's sole cost and expense, to the extent within the Spartan's possession or control, provide to City and City's counsel true, correct, and complete copies of all of the following documents (collectively, the "Property Materials") (a) All existing environmental reports for the Property, (b) All leases, occupancy agreements, operating agreements, and licenses that affect the Property, (c) All archaeological, biological, soil, geological, grading, drainage, and hydrology reports, surveys, of assessments and any other engineering reports for the Property, (d) A Natural Hazards Disclosure Report in conformity with the California Natural Hazards Disclosure Act, (e) All records to the extent within Spartan'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 Spartan anticipates Spartan, or its agents or contractors, will use on the Property pi for to the Close of Escrow, and 2 11ca\dpn\Agreements\Purchase and Sale Agreanent Spartan Partners 302 Colton Ave 7 12 18 docx (fj Any other third -Party reports, contracts, and agreements of any kind in Spartan's possession or control pertaining to the Property 3.I1.2 Except as provided in Section 7, City understands and acknowledges that neither Spartan nor any of Spartan's representatives makes any representation or warranty to City as to the accuracy or completeness of the Property Materials and that Spartan and Spartan's representatives shall have not made or will not make any attempt to verify the data contained therein City agrees that Spartan and Spartan's representatives shall not have any liability to City as a result of City's use of the Property Materials 3 12 City's Due Diligence Tests 3.121 For the period of sixty (60) days from the date of Spartan's delivery of the Property Materials, City and its employees, agents, consultants, and contractors shall be entitled, at City'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 City deems reasonable, (b) review all Property Materials, and (c) investigate such other matters pertaining to the Property as City may desire (collectively, the "Due Diligence Period") Notwithstanding the foregoing, City shall not conduct any invasive testing on the Property without the prior consent of Spartan, which shall not be unreasonably withheld, delayed (specifically, Spartan shall respond to City's request to conduct such testing not more than twenty-four (24) hours after written notice by City to Spartan), or conditioned Any entry by City onto the Property shall be subject to, and conducted in accordance with, all applicable laws 3122 City shall keep the Property free and clean of any mechanics' liens and indemnify, protect, defend, and hold Spartan harmless from and against any and all claims (including, without limitation, claims for mechanic's liens 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 City pursuantto the terms of this Agreement, provided, however, that City shall have no responsibility of Iiability for (a) the negligence or willful misconduct of Spartan, (b) any adverse condition or defect on or affecting the Property not caused by City or its employees, 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 3123 Upon completion of City's inspections, City 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 City's entry under this Section 3 12 3124 The provisions of this Section 3 1 2 shall survive the Closing or 3 1 Icaldjm\Agreements\Purchase and Sale Agreinent Spartan Partners 302 Colton Ave 7 12 18.docx the earlier termination of this Agreement 3 13 City's Termination Right City shall have the right at any time on or before 5 00 p m on the sixtieth (60th) day after the delivery from Spartan to City of the Property Materials (the "Due Diligence Termination Date") to terminate this Agreement by delivering a written notice of such termination to Spartan and Escrow Agent if City determines, in its sole and absolute discretion, that the Property is not acceptable to City for any reason City shall indicate its satisfaction and/or waiver of the Due Diligence condition described in this Section 3 1 3 by delivering written notice of such satisfaction and/or waives ("Due Diligence Approval Notice") to Spartan and Escrow Agent on or prior to the Due Diligence Termination Date If City 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, then the Initial Deposit shall be immediately returned to City and 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 32 Title 3 2 1 Deliveries by S12artan On or before 5 00 p m. on the third (3rd) Business Day after the Opening of Escrow, Spartan shall cause First American Title Insurance Company ("Title Insurer") to issue and deliver to City, at City'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") 322 Cit 's Review of Title City shall have until the Due Diligence Termination Date to notify Spartan in writing of any objection that City may have to any matters reported or shown in any survey or the Title Documents or any amendments or updates thereof (a "City's Title Objection Letter") (provided, however, that if any such amendments or updates are received by City after or within five (5) Business Days before the Due Diligence Termination Date, City shall have five (5) Business Days following City's receipt of such amendment or update and copies of all documents referenced in the Title Documents to notify Spartan 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 Spartan's response and City's election as provided in subsections (i) and (ii), below) Matters shown as exceptions to coverage in the Title Report (ot any amendments or updates thereof) that are not timely objected to by City as provided above shall constitute "Permitted Exceptions " Spartan shall cooperate, at no cost to Spartan, with City to eliminate matters objected to by City, but, except as set forth in the last sentence of this Section 3 2 2 Spartan shall have no obligation to cure of correct any matter objected to by City On or before the fifth (5th) Business Day following Spartan's receipt of City's Title Objection Letter, Spartan may elect, by delivering written notice of such election to City and Escrow Agent ("Spartan's Response"), to cause Title Insurer to remove or insure over any matters objected to in City's Title Objection Letter If Spartan fails to deliver Spartan's Response within the period set forth above, it shall be deemed an election by Spartan not to cause Title Insurer to so remove or insure over such objections If Spartan elects or is deemed to have elected not to 4 1 kaldim\AgreementsTurchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.docx cause Title Insurel to so remove or insure, or if City determines, in its sole discretion, that any proposed endorsement for or insurance over an objected matter is unsatisfactory, then City must elect, by delivering written notice of such election to Spartan and Escrow Agent on or before the earlier to occur of (a) the fifth (5th) Business Day following City's receipt of Spartan's Response or (b) if no Spartan's Response is received by City, the fifth (5th) Business Day following the date on which Spartan 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 City, or (ii) proceed with this transaction, in which event those objected to exceptions or matters that Spartan has not elected to cause Title Insurer to so remove or insure shall be deemed to be Permitted Exceptions If City fails to make such election on a timely basis, then City 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 City has given notice of objection as stated above, Spartan 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 Spartan on or before the Closing Date (other than current taxes not yet due) and any additional encumbrances incurred by Spartan 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 City need not object to any such matters Spartan 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 323 Conditionof Title at Closing Upon the Closing, Spartan shall sell, transfer, and convey to City 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 4 DESCRIPTION OF PROPERTY 41 The Property As used in this Agreement, the term "Property" shall mean, collectively, all of Spartan'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 CONDITIONS TO CLOSING 51 City's Closing Conditions The obligation of City 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 Spartan at the Closing) (the "City's Closing 5 I 1ca\d3m1Agreemen€s\Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.doex Conditions"), which conditions may be waived, or the time for satisfaction of such conditions extended, by City only in a writing executed by City 5 1 1 Title Title Insurer shall be irrevocably and unconditionally prepared and committed to issue to City (with an effective date not earlier than the Closing Date), an CLTA extended coverage owner's policy of title insurance ("CLTA Extended Policy") in favor of City for the Property (a) showing fee title to the Property vested in City, (b) with liability coverage in an amount equal to Fifty Seven Thousand Eight Hundred Eighteen Dollars and Forty Four Cents ($57,818 44), (c) with those endorsements reasonably requested by City 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") 5 1.2 Spartan's Due Performance All of the representations and warranties of Spartan set forth in Section 7 shall be true, correct, and complete in all material respects as of the Closing Date, and Spartan, 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 Spartan to be complied with or performed pursuant to the terms of this Agreement on or prior to the Closing 5 13 Physical Condition of Property 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 City or City's representatives 5 1 4 Bankruptcy No action or proceeding shall have been commenced by or against Spartan 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 of been issued with respect to Spartan's interest in the Property or any portion thereof 5 1 5 Possession/Removal of Personal Property Upon the Close of Escrow, Spartan shall deliver exclusive and vacant possession of the Property to City Prior to the Close of Escrow, Spartan shall have the right to remove any or all improvements and Spartan's equipment, trade fixtures or other personal property Any such salvage and removal shall be performed pursuant to all required permits, in accordance with all laws, rules and regulations, and in such manner that the Property is delivered upon the Close of Escrow without any safety issues on site, such as large holes, partially razed structures, or any other similarly unsafe conditions Any improvements or personal property of Spartan remaining on the Property after the Close of Escrow shall be conclusively deemed abandoned by Spartan (the "Abandoned Personal Property") Spartan 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 City for disposition as determined by City in City's sole and absolute discretion 52 Spartan's Closing Conditions All of the representations and warranties of City set forth in Section 7 shall be true, correct, and complete in all material respects as of the Closing Date, and City, 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 City to be complied with or 6 1 lcakijnAAgreementsTurchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18 docs performed pursuant to the terms of this Agreement on or prior to the Closing 6 CLOSING 61 Closing Date Subject to the provisions of this Agreement, the Closing 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 of the county of San Bernardino 62 Deliveries by Spartan On or before the Closing Date, Spartan, 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 621 Grant Deed The Grant Deed conveying the Real Property to City, 622 Non -Foreign Affdav_it A Non -Foreign Affidavit in the form attached hereto as Exhibit "B" (the "Non -Foreign Affidavit"), 623 State Affidavit A California Franchise Tax Board Form 593-C (the "State Affidavit"), 624 Owner's Affidavit An owner's affidavit or Spartan's certificate duly executed by Spartan 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 from the latest title update of City's title insurance commitment and Parties in possession, 6.25 Proof of Authority Such proof of Spartan's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of Spartan to act foi and bind Spartan as may be reasonably required by Title Insuret or Escrow Agent, and 626 Other. Such other items, documents, and instruments as may be reasonably required by City, 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 Spartan at the Closing pursuant to this Agreement 63 Deliveries by City On or before the Closing Date, City, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following documents and instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form for recording 63 1 Removal of City Liens A certified copy of a resolution of the City Council of the City of Redlands requesting the county of San Bernardino remove all City liens, in 7 P1ca\djm\Agreements\Purchase and Sale Agretnent Spartan Partners 302 Colton Ave 7 12 18 docx the amount of Fifty Seven Thousand Eight Hundred Eighteen Dollars and Forty Four Cents ($57,818 44), recorded against the Property by City for Spartan's failure to pay to City certain fines associated with administrative citations issued to Spartan by City, 632 Proof of Authority Such proof of City's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of City to act for and bind City as may be reasonably required by Title Insurer or Escrow Agent, and 6 3 3 Other Such other items, documents, and instruments as may be reasonably required by Spartan, 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 City at the Closing pursuant to this Agreement 64 Actions by Escrow Agent Provided that Escrow Agent shall not have received written notice from City or Spartan of the failure of any condition to the Closing or of the termination of the Escrow and this Agreement, when City and Spartan 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 641 Recording Cause the Grant Deed and any other documents customarily recorded and/or that the Parties may mutually direct to be recorded in the Official Records and obtain conformed copies of such items for distribution to City and Spartan 642 Funds Disburse all funds as follows 6.421 Pursuant to the Closing Statement (as defined below), retain for Escrow Agent's own account all escrow fees and costs, disburse to Title Insurer the fees and expenses incurred in connection with the issuance of the Owner's Title Policy, and disburse to any other persons or entities entitled to receive such fees and costs the amount of any other Closing Costs; 6422 Disburse to the Party who deposited the same any remaining funds in the possession of Escrow Agent after the payments pursuant to Sections 6 4 2 2 and 6 4 2 2 above have been completed 6 4 3 Delivery of Documents Deliver (a) to Spartan (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 City, (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 Non -Foreign Affidavit and the State Affidavit), 8 11ca\djm\AgreementsTurchase and Sale Agrement spartan Pariners 302 Colton Ave 7 12 1S.doea 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 6 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 City 65 Prorations/Apportionment 65 1 Method of Proration Taxes and assessments affecting the Property shall be prorated between City and Spartan 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 Spartan 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 Spartan shall have borne all real property taxes, including all supplemental taxes, allocable to the period prior to the Closing and City 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 or the receipt by any Party of the bill therefor, as the case may be, so that Spartan shall have borne all real property taxes, assessments and expenses allocable to the period prior to the Closing and City shall bear all real property taxes, assessments and expenses allocable to the period from and after the Closing 652 Survival The obligations under this Section 6 5 shall survive the Closing and the delivery and recordation of the Grant Deed for the Property 66 Closing Costs Each Party shall pay its own costs and expenses arising in connection with the Closing (including, without limitation, its own attorneys' and advisors' fees, charges, and disbursements), except the following costs (the "Closing Costs"), which shall be allocated between the Parties as follows 6 6 I Escrow Agent's escrow fees and costs shall be shared equally by City and Spartan, 662 The cost of the Owner's Title Policy attributable to the standard coverage portion shall be paid by Spartan, 663 The cost of the Owner's Title Policy attributable to the extended coverage portion shall be paid by City, 664 The cost of any items required to be provided by Spartan pursuant to Section 3, shall be paid by Spartan, and the costs of any other endorsements to the Owner's Title Policy shall be paid by City, 9 1 ka1djmlAgreements\Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18 doex 666 Spartan shall pay all recording costs for recording the Grant Deed, and 667 All other closing fees and costs shall be charged to and paid by City 67 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 6 5, and (b) the Closing Costs allocable to each of the Parties pursuant to Section 6 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") 68 Deliveries Outside of Escrow Upon the Closing, Spartan shall deliver vacant, sole, and exclusive possession of the Property to City, 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 City at its sole cost and expense This Section 6 8 shall survive the Closing 7 SPARTAN'S COVENANTS, REPRESENTATIONS AND WARRANTIES Spartan represents, and warrants to and agrees with City, as of the Agreement Date and as of the Closing Date, as follows 7 1 Spartan's Authority, Validity of Agreements Spartan has full right, power, and authority to sell the Property to City 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 Spartan has/have the legal power, right, and actual authority to bind Spartan to the terms hereof and thereof This Agreement is, and all other instruments, documents and agreements to be executed, and delivered by Spartan in connection with this Agreement shall be, duly authorized, executed, and delivered by Spartan and the valid, binding, and enforceable obligations of Spartan (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 Spartan or any mortgage, deed of trust, indenture, lease, security agreement, or other instrument, covenant, obligation, or agreement to which Spartan or the Property is subject, or anyjudgment, law, statute, ordinance, writ, decree, order, inunction, rule, ordinance, or governmental regulation or requirement affecting Spartan or the Property 72 No Third -Party Rights Except as disclosed in the Title Report, Spartan 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 10 I Icaldam\Agreements\Purchase and Sale Agrement Spartan Partners 302 Calton Ave 7 12 1 8.doex 73 Litigation Spartan 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 abilityof Spartan to perform its obligations undei this Agreement, and (b) there are nojudgments, orders, awards, or decrees currently in effect against Spartan with respect to the ownership or operation of the Property that have not been fully discharged prior to the Effective Date of this Agreement 74 No Violations of Environmental Laws To Spartan's knowledge and except as disclosed in the Property Materials (a) the Property is not in, nor has it been or 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 Spartan 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, of 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 Spartan hereby assigns to City as of the Closing all claims, counterclaims, defenses, and actions, whether at common law or pursuant to any other applicable federal, state or other laws that Spartan 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 75 No Other Commitments Except as may be disclosed in the Title Report, Spartan 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 City or would interfere with City's ability to develop and improve the Property for residential, commercial, or retail purposes, and Spartan shall not make any such commitment or representation that would affect all or any portion of the Property without City's written consent 76 Landfill/Waste Disposal Site Spartan has not used the Property and, except as disclosed in the Property Materials, Spartan is not aware that the Property has eves been used as a landfill, waste disposal site, of burial site 77 Property Materials Spartan is not aware of any material defects, deficiencies, or inaccuracies in any of the Property Materials 78 Survival All of the representations, warranties, and agreements of Spartan 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) yeat. Prior to a termination of this Agreement, Spartan shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of Spartan's representations or warranties to become untrue If any representation or warranty of Spartan was true as of the Effective Date of this Agreement, but is not true as of the I I ka1djmlAgreementslPurchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 1S.docx Closing Date, then Spartan shall disclose this changed fact to City in writing So long as Spartan makes the foregoing disclosure and the change of circumstances regarding the representation or warranty did not arise due to the fault of Spartan, then Spartan shall not be in breach of this Agreement due to the fact that the representation or warranty has become untrue as of the Closing Date, provided, however, the fact that any representation or warranty under this Section 7 is untrue as of the Closing Date shall still be a failure of a condition pursuant to Section 6 l 2 Notwithstanding the foregoing, if City has actual knowledge of the incorrectness of any representation or warranty set forth in this Section 7 as of the Close of Escrow and City has not elected to terminate this Agreement as provided in this Agreement, then City will be deemed to have waived any claim against Spartan for the incorrectness of such representation or warranty 8. CITY'S REPRESENTATIONS AND WARRANTIES City represents and warrants to Spartan, as of the Agreement Date and as of the Closing Date, as follows. 8 I City's Autholity, Validity of Agreements City has full right, power, and authority to purchase and acquire the Property from Spartan 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 City has/have the legal power, right, and actual authority to bind City to the terms of this Agreement and such instruments anddocuments This Agreement is, and all other instruments, documents, and agreements to be executed and delivered by City in connection with this Agreement shall be, duly authorized, executed, and deliveredby City and the valid, binding, and enforceable obligations of City (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 City is a Party or to which City is subject 82 Survival All of the representations, warranties, and agreements of City 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, City shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of City's representations or warranties to become untrue 9 AS -IS THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS (A) CITY IS A SOPHISTICATED CITY 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 SPARTAN AT CLOSING (THE "EXPRESS REPRESENTATIONS"), NEITHER SPARTAN 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 12 11caldjmlAgreennentslPurehase and Sate Agrement Spartan Partners 302 Colton Ave 7 12 1 S.doex (C) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PROPERTY IS BEING DONATED TO CITY IN ITS PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS REPRESENTATIONS SUBJECT TO THE EXPRESS REPRESENTATIONS AND THE TERMS OF THIS AGREEMENT, CITY WILL BE AFFORDED THE OPPORTUNITY TO MAKE ANY AND ALL INSPECTIONS OF THE PROPERTY AND SUCH RELATED MATTERS AS CITY MAY REASONABLY DESIRE AND, ACCORDINGLY, SUBJECT TO THE EXPRESS REPRESENTATIONS, CITY WILL RELY SOLELY ON ITS OWN DUE DILIGENCE AND INVESTIGATIONS IN ACCEPTIN THE DONATION OF THE PROPERTY 10 RISK OF LOSS 101 Casualty 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 Spartan 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, Spartan shall immediately notify City in writing of such fact and this Agreement shall terminate on the date of such notice 11 REMEDIES 11 1 Default by Spartan If Spartan shall breach any of the terms or provisions of this Agreement or otherwise fail to perform any of Spartan's obligations under this Agreement at or prior to Closing, and if such failure continues without cure by Spartan for five (5) Business Days after City provides Spartan and Escrow Agent with written notice thereof (a "Spartan Default"), and provided City is not then in default, then City may, as City's sole remedies for such failure, but without limiting City's right to recover attorneys' fees pursuant to Section 13 13 below (a) waive the effect of such matter and proceed to consummate this transaction, (b) cancel this Agreement and recover from Spartan the reasonable out -o£ pocket expenses incurred by City related to the Property and this transaction, which amounts shall be payable by Spartan to City within five (5) Business Days following receipt by Spartan of written request therefor from City together with copies of invoices evidencing such expenses, or (c) proceed with any remedies available to City at law or in equity, which may, without limitation, include the bringing of an action against Spartan for specific performance and/or recovery of any other damages suffered or incurred by City as a result of any breach or failure by Spartan to perform any of Spartan's obligations under this Agreement 12 BROKERS Spartan and City acknowledge and agree that neithei has engaged, or is represented by, any real estate broker in connection with this transaction Spartan shall indemnify, defend, protect, and hold City harmless for, from, and against any and all Claims associated with brokerage fees by reason of any breach or inaccuracy of the representation, warranty, and agreement of Spartan contained in this Section The provisions of this Section shall survive the Closing or earlier termination of this Agreement 13 i•1ca\djm\Agreements\Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18 doex 13 MISCELLANEOUS PROVISIONS 131 Entire Agreement This Agreement, including the exhibits attached hereto, constitutes the entire agreement between City and Spartan 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 132 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 133 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 mail, by courier, or by Federal Express (or other reputable overnight delivery service) for overnight delivery, as follows To Buyer City of Redlands 35 Capon Street Redlands, CA 92373 Attention City Clerk Telephone 909.798-7512 To Seller Spartan Partners A CALIFORNIA GENERAL PARTNERSHIP 122 N Harbor Blvd, 9200 Fullerton, CA 92832 Attention- Paul Hurst 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 r@firstam com Or to such other address o► 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) oi, upon receipt, if sent by overnight delivery service, coui ier, facsimile transmission (so long as confirmed by the 34 11ca\djm\AgreementslPurchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.docx 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 12 3 134 Expenses Subject to the provision for payment of the Closing Costs maccordance with the terms of Section 7 6 of this Agreement and of any other provision of this Agreement, whether or not the transaction contemplated by this Agreement shall be consummated, all fees and expenses incurred by any Party hereto in connection with this Agreement shall be borne by such Party 13 5 Severability 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 136 Successors and Assigns Neither Spartan nor City shall assign its rights under this Agreement without the 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 137 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 138 Govermng 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 San Bernardino County in any action related to of arising under this Agreement 13.9 Headings The Section headings of this Agreement are for convenience of reference only and shall not be deemed to modify, explain, restrict, alter, of affect the meaning or interpretation of any provision hereof 13 10 Time of Essence Time shall be of the essence with respect to all matters 15 11ca1djmlAgreemenis\Purchase and sale Agrement spartan Partners 302 Colton Ave 7 12 18 doex contemplated by this Agreement 13 11 Further Assurances In addition to the actions recited in this Agreement and contemplated to be performed, executed, and/or delivered by Spartan and City, during the termof this Agreement and after the Closing, Spartan and City agree to perform, execute, and/oi 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 City is not in default under the terms of this Agreement, Spartan will cooperate, as reasonably needed, and at no cost to Spartan, in City's due diligence review process, which shall include but not be limited to Spartan's consent to City's unrestricted access to agencies, representatives, tenants, consultants and other parties familiai with the Property and the execution and delivery of such applications or other documents as reasonably requested by City 13 12 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 13 13 Attorneys' 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 such judgment This Section shall survive Closing and any earlier termination of this Agreement 13 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 Ifthe 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 fol 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 16 1 kaldimlAgreements\Purchase and Sale Agement Spartan Partners 302 Colton Ave 7 12 18 docx performance thereof shall be extended to the next Business Day on which Escrow Agent is open for business to the public The Parties have executed this Agreement as of the day and year first written above SELLER SPARTAN PARTNERS, A CALIFORNIA GENERAL PARTNERSHIP By Paul Hurst Its General Partner BUYER: CITY OF REDLANDS, a municipal corporation Paul W Foster, Mayor ATTEST• eanne Donaldson, City Clerk 17 11ca\dimlAgr"rncnts\Purehase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.doex ESCROW AGENT The undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions, agrees to act as Escrow Agent underthls 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 Spartan and City 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 Date First American Tale Insurance Company By_ Name Title Kelly A Simoneau Senior Commercial Escrow Officer 18 11ca\djmlAgreementslPurcbase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.does LIST OF EXHIBITS EXHIBIT "A" GRANT DEED EXHIBIT "B" NON -FOREIGN AFFIDAVIT 19 11ca\dlm\AgreementsTurchase and Sale Agrement Spartan Partners 302 Calton Ave 7 12 1S.docx 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 Number 0169 053-11-0000 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, SPARTAN PARTNERS A CALIFORNIA GENERAL PARTNERSHIP (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] 20 I IcaldjmlAgreeinents%Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.docx 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 ofAugust 22 , 2018 GRANTOR SPARTAN PARTNERS, A California General Partnership By fadU Paul Hurst, General Partner 21 11ca1djm\Agreements\Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.docx 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 ORANGE On August 22, , 2018, before me, MARSHA HOLLANDER Notary Public, personally appeared PAUL HURST 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 MARSHA HOLLAmom:NDER Notary Pub k Ca#i#OrNMa Orange County Conttttimiott 0 2151531 - My Comm. Ji t J # 20,2020t Not ublic 7 ; I and For Said County and State 22 l-Ica\djm\Agreements\Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7.12 18,docx EXHIBIT "A" TO GRAND DEED LEGAL DESCRIPTION APN Number 0169-053-11-0000 LOT I IN BLOCK A OF VALLEY VIEW ADDITION, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 OF MAPS, PAGE(S) 14 RECORDS OF SAID COUNTY 23 11ca1djmlAgrecments\Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18,docx Document No Recorded_, 2018 STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (PURSUANT TO SECTION 11932 REVENUE AND TAXATION CODE) TO Recorder County of San Bernardino Request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of the tax due not be shown on the original document which names Grantor SPARTAN PARTNERS, a California general partnership 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 1s $ 187 00 , computed on the full value of the property conveyed (Signature of Grantor or Agent) SPARTAN PARTNERS, a California general partnership By Paul Hurst, General Partner Note After the permanent record 1s made, this form will be affixed to the conveying document and returned with it 24 hlcaldimlAgreements%Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.doex EXHIBIT "B" NON -FOREIGN AFFIDAVIT STATE OF CALIFORNIA ) ss County of SAN BERNARDINO ) The undersigned, as authorized agent of SPARTAN PARTNERS, a California general partnership ("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 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 promulgatedthereunder, 2 Transferor is not a disregarded entity as defined in Treas Reg § 1 1445-2(b)(2)(ni), Transferor's U S taxpayer identification number is 33-0883967 , 4 Transferor's business address is - 122 N HARBOR BLVD, STE 200 FULLERTON, CA 92832-1845 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 perjury 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: SPARTAN PARTNERS, a California general partnership By- 2C�� PAUL HURST, GENERAL PARTNER 25 1•IcaldjmlAgreements\Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12.18.doex 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 ORANGE ) On August 22 , 2018, before me, MARSHA HOLLANDER Notary Public, personally appeared PAUL HURST , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscnbed 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 MARSHA HOLLANDER Notary Public Calliornia Orange County z Cornnftafgri # 2157531 MV Con EWM dui 2Q, 2t120 dowwww- *and blic r Said County and State 26 11ca1djrn ftreements\Purchase and Sale Agrement Spartan Partners 302 Colton Ave 7 12 18.docx