HomeMy WebLinkAboutContracts & Agreements_190-2012_CCv0002.pdf ASSIGNMENT 0[ REAL PROPERTY PURCHASE AND SALE AGREEMENT
This assignment nfreal property purchaseand saleagreement()\ysigunncni/\grecment ) is
made and entered into this 20"' day of November, 2012 ("Effective DuLc"). bvand between the
Redlands Conservancy ("Assignor"), a California non-profit public benefit corporation, and the
City ofRedlands. aCalifornia general law city and municipal corporation (^^/\msigncu-).
Assignor and /\yaiguce are sometimes individually referred to herein as u"Purty" and, together,
the -Parties."
RECITALS
WHEREAS, Assignor has entered into ocertain Rcu| Property Purchase and Sale
/\,�cccnucut (^^yopcbomc/Su|uAgrcerncu[`) with Live Oak Associates, LLC" Ralph and Carolyn
Tbocnpyuo Trust dated June 3O" 1982, and Ellsworth C. YVunchano Pun'i|y Revocable 1901 Trust
as "Seller," and Assignor as "Buyer," vvbiob Purohuxe/Su}e/\grccnment is dated October 15,
2012, for the purchase and sale of certain real property (the "Property") situated in the City of
Redlands and more particularly described in the Agreement, a copy of which is attached hereto
as Exhibit^'/\'" and
WHEREAS, Assignor desires toassign, transfer, sc|| and convey k` Assignee, all of
Assignor's dgbL ddc, and iuCe/cet in, to and under the Purobumc/Sn|c /\grecrucnY; and
YVUERB/\S, /\xaigncc isdesirous o[receiving all of Assignor's right, title and interest in,
ioand under the Purchase/Sale Agreement;
NOW THEREFORE, inconsideration ofthe mutual promises contained herein, and for
such good and other valuable consideration, the receipt of which is hereby acknowledged, the
Parties agree as follows:
AGREEMENT
Section 1. Assignor hereby assigns, transfers, sells and
conveys unto Assignee all of Assignor's right, title and interest in, to and under the
Purohuac/Sa}c /\greenmcot.
Section 2. Assignee hereby assumes all n[Assignor's
rights, duties and obligations under the Purchase/Sale Agreement, except as may be expressly
provided otherwise herein.
Sectionl3` Defense and Indemnity. Assignor shall defend, indcmmoiFv and hold
harmless Assignee and its elected officials. employees and agents from and against any and all
u|oiroa, causes o{action, duzooAeu, losses or liability, including attorneys* teem, which Assignee
may be subjected to including, but not |irodcd to, injury or death to pc000y ordamage tn
property, which are occasioned by or result from any act., omission or failure to act by Assignee.,
or its officers, employees and agents in connection with Assignee's proposed Purchase of the
Property or the exercise of any of Assignee's rights under the Purchase/Sale Agreement.
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Section 4. Binding Effect. This Assignment Agreement shall be binding upon
Assignor and inure to the benefit of Assignee and its successors and assigns.
Section S. Governing Law. This Assignment Agreement shall be governed by and
construed in accordance with the laws of the State of California.
Section 6. Entire Agreement/Amendment. This Assignment Agreement contains the
entire agreement of the Pat-ties with respect to the subject matter hereof and supersedes all prior
negotiations, verbal and written agreements between the Parties regarding the same. This
Assignment Agreement may be amended only by written instrument executed by the Parties.
Section 7. No third Party Beneficiaries. Nothing expressed or implied in this
Assignment Agreement is intended to confer upon any person, other than the Parties, or their
respective successors or permitted assigns, any right, remedies, obligations, or liabilities under,
or by reason of, this Assignment Agreement.
Section 8. Attorney's Fees. In the event any action is commenced to enforce or
interpret any of the terms or conditions of this Assignment Agreement the prevailing party shall,
in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys'
fees, including fees for the use of in-house counsel by a Party.
IN WITNESS WHEREOF, this Assignment Agreement has been signed and delivered by
Assignor and Assignee as of the date and year first above written.
CITY OF REDLANDS THE REDLANDS CONSERVANCY
Pete Aguilar, Mayor Robert Dawes, President
ATTEST:
Sam Irwin, i T Clerk
2
1:\1ca\d in\ALreements,Redlands Consm ancv Assianinent ol'Real Property PSA,10 19 12.doc
Exhibit"A"
PURCHASE AND SALE AGREEMEN'r
This Purchase and Sale Agreement("Agrecracrit")is entered into effective October 15,2012
("Elleotive Date"),by and between TIE,RE DLANDS CONSERVANCY,a California non-profit
public benefit corporation(''Buyer")and Live Oak Associates LLC,Ralph and Carolyn Thompson
Living Trust dated June 30,1982,Ellsworth K Wareham Family Revocable 1981 Trust.In
consideration ofthe mutual covenants and agreements,the parties agree to the following terms and
conditions:
ARTICLE I
AGREEMENT OF SALE
1A Parties!Status. Buyer is a California non-profit public benefit corporation with the
power to acquire real and personal property.
L2. Seller's Ownership Interest Live Oak Associates LLC(600/6),Ralph and Carolyn
Thompson Living Trust dated June 30,1982(200/4),Ellsworth E.Wareham Family Revocable 1981
Trust(200'0)referred to herein collectively as"Seller'and as to each ownership interest as
`Individual Seller-.
1.3 Property.Seller owns certain real property consisting of approximately 172 acres of
land located in Redlands,California,bearing Assessor Parcel Nos,0300231-31,0300-231-38,and
0300-241-15;("Property'),more particularly described in Exhibit"A"attached hereto and
incorporated herein by reference.
1.4 Incomplete Legal Description.If the legal description of the Property is not complete
or is inaccurate,this Agreement shall not be invalid and the legal description shall be completed or
corrected to meet the requirements of the Title Company(as defined in Section 2.5 below)to issue
the Title Policy hereinafter described.
L5 Agreement of Purchase and Sale.Seller agrees to sell to Buyer and Buyer agrees to
purchase from Seller,upon the terms and fin-the considerations set forth in this Agreement,Sellers
fee interest in the Property.
1.6 Other Grairt&It is agreed that Seller,or its successors in interest will not grant an
interest in the Property,or any part thereof including,but not limited to,a fee simple interest,
easements,lease or any oil=conveyances andfor construct improvements or make changes upon or
to the Property during the period between the Effective Date and the Close offserow,as such term is
defined below,
1.7 Possession.Seller agrees that the Property will be available to Buyer and free from all
tenancies and occupants upon the Close offscrow.
1.8 As Is,Buyer is to purchase the Property"as is,"that is,in its present condition,
and except for those representations and warranties set forth in this Agreement,Seller makes no
representations or warranties regarding the condition ofthe Property.
1.9 Due Diligence,On or before the date that is thirty-five(35)days from the
Effective Date('Contingency Date'),Buyer shall have the right to perform,in its sole discretion,
its due diligence review of the condition of Property and all other matters concerning the
Property,including witbotit limitation,economic,financial,and accounting matters relating to or
effecting the Property or its value,and the physical and environmental condition ofthe Property.
On or before the Contingency Date,Buyer shall deliver written notice to Seller accepting the
Property,or terminating this Agreement.If Buyer fails to give such notice on or before the
Contingency Date,Buyer shall be deemed to have accepted the Property and proceed with this
Agreement.
1.10 Ratification.On or before the Contingency Date,this Agreement is subject to the
approval and ratification by the Buyces Board of Directors.In the event the Buyer's Board of
Directors fails to approve this Agreement(i)there shall be no liability on the part ofthe Buyer,(ii)
this Agreement shall become null and void and of no further force and effect;and(iii)Escrow Holder
shall cancel the Fscro-w immediately and return all money arWor documents to the respective party.
ARTICLE H
PURCHASE PRICE,TITLE AND ESCROW
2.1 Purchase Price and Deposit Buyer shall pay to the Seller the sum of two million,
five hundred fifty two thousand,five hundred and no/104 Dollars(52,552,540.00}("Purchase
Price")for the Property.'Within five(5)days of the Effective Tate,Buyer shall deposit the sum
of One Thousand Dollars($1,040.00)in Escrow(as defined below)(the"Deposit").The Deposit
shall be refundable until 11:59 p.m.Pacific Standard Time on the Contingency Date,and shall be
applicable to the Purchase Price at the Close of Escrow.The Purchase Price shall represent full
and complete compensation for all rights and interests being acquired herein by Buyer,
including,without limitation,real property and such other compensation,damages and benefits,
excluding those identified in Section 3.5 of this document.The Purchase Price,after application
of the Deposit,shall be payable to Seller,upon the Close of Escrow,in immediately available
funds in accordance with the provisions and requirements of this Agreement.
2.2 band Transaction Costs
2.2.1 Sellers will pay, in accordance with their percentage interest in the
Property, Redlands Conservancy One Hundred Two Thousand Dollars ($102,100.00)
CCost Reimbursement's out of esorow prcowds to reimburse Redland's Conservancy for
some of the costs in acquiring the Property,which are over and above any costs of Buyer,
which Buyer is required to pay under the provisions of this Agreement.
2.2.2 In the event that an Individual Seller believes that the Purchase Price for
the Property is below fair market value at the time of closing,an Individual Seller may
elect to make charitable contribution of land value to Buyer equal to all or a portion of
the difference between the Purchase Price and fair market value of the interest of that
Individual Seller.The Individual Seller may obtain a"qualified"appraisal as defined
under the Internal Revenue Code and shall be responsible for compliance with all laws
and rules of the IRS related to claiming the contribution.Buyer makes no
representation to the electing Individual Self as to the tax consequences of such an
election.An electing Individual Seller will obtain independent tax counsel and be
solely responsible for compliance with the gift value substantiation requirements of the
Internal Revenue Code and California Franchise Tax Board.At the electing Individual
Seller's option and atter Buyer purchases the Property,Buyer agrees to promptly
complete Part IV(Donee Acknowledgement)of IRS Form 8233(Non-cash Charitable
Contributions)upon receipt of a completed Form 8283 from Seller(Part Ill,Declaration
of Appraiser,may be completed upon return of Form from Buyer).
2.3 Escrow.Upon execution of this Agreement by the parties,Buyer shall open an
escrow("Escrow")with Chicago Title,San Bernardino,California,Dan Dulin,Title Officer for the
purpose of consummating this Agreement.The parties hereto shall execute and deliver to Escrow
Holder such escrow instructions prepared by Escrow Holder as may be required to complete this
transaction.Any such instructions shall not conflict with,amend,or supersede any provision of this
Agreement.If there is any inconsistency between such instructions and this Agreement,this
Agreement shall control.
2.4 Conduct of Escrow.Escrow Holder is hereby authorized and instructed to conduct the
Escrow in accordance with this Agreement,applicable law,custom and practice of the community in
which Escrow Holder is located,including any reporting requirements of the State of California and
the Internal Revenue Service-
2,5 Seller shall cause Chicago Title to prepare and shalt be delivered to Buyer a
Preliminary Title Report,setting forth all liens,encumbrances,easements,restrictions,
conditions of record.Buyer shall,Nvithin thirty(30)days of receipt of the Preliminary Title
Report,but in no case after the Contingency Date,to give written notice to Seller of any defects
in or objection to the We so evidenced Seller:alt,within thirty(30)days of receipt of said
notice("Cure Period"),but in no case after the Contingency Rafe,clear the title of the defects
and objections so specified In the event Seller fails to clear the title of the defects and
objections contained in Buyer's notice within the Clue Period,Buyer shall have the option
exercisable by written notice to Sella`to either(i)terminate the Agreesriestt,or(ii)accept the
Property subject to the defects and objections so stated Buyer's failure to provide written notice
to Seller shall be deemed a continuing disapproval of the condition of title.
3rttery Iuitfais ?
friars
(b) Title conveyed to Buyer shall be free of liens, encumbrances, casements,
restrictions,rights and conditions of record or known to Seller,other than the following:
(1) Current Property taxes,
(2) Covenants,conditions,restrictions,and public utility casements of record,
if any,provided the same do not adversely affect the continued use of the property for the
purposes for which it is presently being used,unless reasonably disapproved by Buyer in
writing within Fifteen(15)calendar days of receipt of a current preliminary report but in
no case after the Contingency Date.
2,6. Condition of Title.Seller shall convey title to the Property to Buyer as evidenced by
a CLIA Owner's stuidard form of Title Insurance(the"Title Policy")in an amount equal to the
Purchase Price issued by Chicago Tide(the"Title Company').The title shalt he conveyed and the
Title Policy shall show title to the Property vested in the Buyer, subject only to the following
matters affecting the conditions of title:
a. A lien to secure payment of real property taxes and assessments,not delinquent,
b. Alien of supplemental taxes with respect to periods after the Close of Escrow,
c. The exceptions disclosed by the Preliminary Title Report which are approved by
Buyer pursuant to this Agreement.
2.7. If a supplemental report is issued prior to the Close of Escrow which shows new
matters,Buyer reserves the right to require any new matters removed from the Title Policy.Seller
agrees to assist with the removal of the new matters.
2.8 Reports,Studios and Agreements. Within three(3)calendar days of the Effective
Date,Seller shall provide Buyer with copies of any reports,studies,maps or agreements affecting
the Property which the Seller have in their possession,including but not limited to geotechnical
and soils reports,surveys,environmental reports,and other reports,studies,maps or agreements
affecting the Property.
ARTICLE III
CLOSING
3.1 Closing. Subject to the satisfaction of any contingencies described herein,Escrow
Holder shall close this Escrow by recording the Grant Deed attached hereto as Exhibit"B",and
by disbursing the funds and documents in accordance with this Agreement.
32 Closing Date.Escrow shall close on or before the date that is thirty-five(35)days
from the Contingency Date("Close of Escrow"),but in no cam later than December 31,2012,
unless a notice to exercise the option to extend the Close of Escrow is timely received from
Buyer,the Escrow will automatically be canceled.
3.1 Option to Extend Closing Date- Buyer shall have the option to extend the Close
ofFscrow up to and including April 1,2013 by giving to Seller written notice prior to the cad
of the Contingency Period, of this election to extend the Close of Escrow. Upon giving the
Notice to extend the Close of Escrow the purchase price provided in paragraph 2.1 shall be
increased by the sum of One Hundred Twenty Thousand and no/100 Dollars(S120,000.00),
which shall be payable Forty Thousand Dollars(S40,000,00)to each seller.
3.4. Closing Documents.
3-4,1 Seller,prior to the Close ofEscrow,shall deliver to Escrow Holder each of
the following item,the delivery of each of which shall be a condition to the performance
by Buyer ofits obligations under this Agreement:
(a) The Grant Deed,duly executed and acknowledged;and
(b) All additional documents, instruments and sums which may be
reasonably necessary for the Close of Escrow and to consummate the gale
of the Property in accordance with the terms ofthis Agreement
3.4.2 Buyer,Prior to the Clem of Escrow,shall deliver to Escrow Halder each of
the following items,the delivery of each refwhich And be a condition to the performance
by Seller of its obligations under this Agreement: '
(a) The Purcl e Pricer,and
(la) All additional documents and instruments wbich may be reasonably
necessary for the Close ofEscrow and to consurn}nate the sale of the Property
in accordance with the terms ofthis Agreement.
3.5 Mortgages and Ills of Trust.Any and all monies payable under this AgreemeM
up to and including the total amount of unpaid principal and interest on any rote wetted by i
mortgage or deed of trust,or other security instrument if any, shall, upon demand,be made
payable to the mortgagee or beneficiary entitled thereunder,and such mortgagee or beneficiary
shall be required to furnish Buyer with good and sufficient receipt showing said marries were
credited against the indebtedness secured by said mortgage, decd of trust, or other security
instrument.Escrow Folder shall notify the Title Company of such payments and secure and cause
any necessary full or partial conveyances to be prepared,signed and recorded as required by the
title company to eliminate any encumbrances or-e.cecptions- font to-Tide Policy issued
pursuant to dsiaAgreement
3.6 Ta=s,'Title,and Escrow Costs.Buyer and Seller shall each pay one half of all costs
for the Title Policy,all recording costs incurred herein,all reconveyance fees,trustees fees,or
forwarding fees,and any prepayment charges,for any full or partial reconveyance or full or
partial release of any mortgage or deed oftrust,and any escrow fees.
33. Proratiuns. All real property tastes and assessments encumbering the Property
shall be prorated by Escrow Holder as of the Clone of Escrow,based upon the latest available
real property to information. If afkar the Close of Escrow,the parties determine that the
pperations by Escrow Holder were exroroous for any reason whatsoever, then they shall
mpro ate all real property taus and assessments between theanselves using the some formula,
used by Escrow Holder in making the prorstions as of the Close of Escrow.
3.8 Brokerage Commissions. The Parties acknowledge,that neither patty has been
represented by a real estate broker,with respect to this transaction
3.9 Closing Statement.Seller hereby authorizes and instructs Escrow holder to release
a copy of Seller's closing statement to Buyer,the purposo being to ascertain ifany reimbursements
are due Seller.
ARTICLE III
DIGHT OF ENTRY AND DAMAGE TO PROPERTY
4.1 Riylrt of Entry.After the execution ofthis Agreement by the parties,and during the
Contingency Period,Seller grants to Buy ,its agents,employom or nominees,the right to enter into
and upon the Property for the purpose of conducting aPhase I Environmental Site Assessment(the
"Phase I'l soil testing,environmental and engineering studies,and such further engineering,grading,
archeological,geological or survey work as may be required by the Buyer.Buyer shall give Seller
reasonable natice of such entry,and shall not unreasonably interfere with any occupant's use of the
Property or any of Seller's other operations on the Property.Buyer shall restore the Property to
substantially its same condition as it existed immediately prior to any such tests.Buyer shall keep the
Property free and clear of any tiers or encumbrances that may arise out of Buyer's inspection of and
activities on the Property_All costs,expenses,liabilities or charges incurred in or related to the
performance ofany and all such studies and work on the Property shall be at the sole cost and
ocliense of,and shall be paid byBuyer.The right to enter the Property sW be co-extenuve with the
period during which Escrow is open,or any actensiontheretif Should the Phase I studies identify
issues that rel to be rcmedtaft4,the Seller must address thow issues,subject to the right of Setter
to terminate this agreement if Seller's are mc.'ill4to pay the cost offany such issues.
4.2 Materiat Change,Dstruc on or Damage.Seller warrants that there shall be no
material change in the condition ofthc Property prig to the Close of Escrow unless such change has
been approved in writing by Buyer.The closing of Escrow is contingent upon the fact that no
material change shall have occurred with respect to the Property that has not been approved in
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writing by Buyer.For purposes of this Agreement,a"material change"shall be a change in the status
of the use,title,occupancy,or condition of the Property that occurs subsequent to the Effective Date
of this Agreement.In the event there is a material change to the Property atter the Effective Date,
Buyer may elect to(i)pursue any and all remedies available at taw or in equity in the event the
material change is a default by Seller,(ii)terminate the Agreement and receive a refund of any
earnest money,or(ii)proceed with the closing and purchase the Property with a credit against the
Purchase Price otherwise due hereunder equal to the amount of any insurance proceeds actually
collected by Seller prior to the Close of Escrow as a result of any such material change,plus the
amount of any insurance deductible or any uninsured amount or retention.Seller shall maintain a
casualty insurance policy with respect to the Property in full force and effect until the Close of
Escrow.
ARTICLE V
WAIVER AND RELEASE
5.1 Acknowledgment of Full Benefits.Upon the Gose of Escrow,Seller,on behalf of
itself and its heirs,executors,administrators,successors and assigns,hereby acknowledges that this
Agreement provides full payment for the acquisition of the Property by the Buyer,and Seller hereby
expressly and unconditionally waives any and all claims for damages or any other compensation or
benefits,other than as already expressly provided for in this Agreement.
5.2 Acknowledgment of Just Compensation.Upon the Close of Escrow and except as
provided in Section 22,the parties acknowledge and agree that the consideration paid to Seller shall
be deemed the fair market value and total amount of"Just Compensation"for the Property.Upon the
Close of Escrow,Seller,on behalf of itself and its heirs,executors,administrators,successors and
assigns,hereby fully releases the Buyer,its successors,agents,representatives,and assigns,and all
other persons and associations,known or unknown,from all claims and causes of action by ream of
any damage which has been sustained,or may be sustained,as a result of the Buyer's efforts to
acquire the Property or to construct works of improvement thereon,or any preliminary steps thereto.
5.3 Waivers. Upon the Gose of Escrow Seller waives the right to further and
greater compensation and to have the adequacy of compensation determined in a court of law or
equity, by a judge or a jury. Seller understands and knowingly agrees that this waiver shall
extend to constitutional claims of whatever kind or nature that may be brought under the
California and United States Constitutions and the federal civil rights statutes including,without
limitation,claims arising under 42 U.S.C.Section 1983.Upon the Close of Escrow Seller further
waives the right m raise affirmative defenses and to attack by way of answer, complaint or
collaterally, the Buyer's right to acquire the property for public uses and purposes, and to
challenge the findings made in any resolution of necessity.
5.4 Enforcement,
5.9.1 BUY S QEFA T.IF B1(3YER FAILS TO COMPLETE THE PURCHASE
OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY
DEFAULT OF BUYER,SELLER'S SOLE REMEDY SHALL BE TO TERMINATE THIS
AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND
SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO
BUYER. BUYER AND SELLER AGREE THAT IT MOULD BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY
SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO
COMPLETE THE.PURCHASE OF THE PROPERTY AS HEREINPROVIDED.BUYER
ANI)SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF
THE NET DETRIMENT THAT SELLER MOULD SUFFER IN THE£VFNT OF BUYER'S
DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT,WHICH SHALT. BE TTIE FULL,AGREED ASID LIQUIDATED DAMAGES,
THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED
DAMAGES IS NOT INITNDED AS A FORFEITURE OR PENALTY WITHIN THE
MEANING OF CALIFORNIA CIVIL COBE SECTIONS 3275 OR 3369, BUT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER MRSUANT TO
CALIFORNIA CIVIL CODE SECTIONS 1671,1676 AND 1677.
Sellers Initials Buyer
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5.4.2 SELLER`S DEFAULT. FIV THE EVENT OF A DEFAULT BY SELLER UNDER
THIS AGREEMENT,THE BUYER MAY ELECT TO TERMINATE THIS AGREEMENT
(WITHOUT WAIVER OF ANY OTHER RIGHTS ARID REMEDIES AVAILABLE TO
BUYER AT LAW OR IN EQUITY), I41 WHICH EVENT ESCROW OR TITLE COSTS
PAID BY THE BUYER,INCLUDING,WITHOUT LII CITATION, THE DEPOSIT,WILL
BE REFUNDED AND REIMBURSED TO THE BUYER IMMEDIATELY BY ESCROW
HOLDER,AND SELLER WILL PAY ANY ESCROW CANCELLATION FEES DUE TO
ESCROW HOLDER; OR BUYER MAY PROCEED TO CLOSE THE ESCROW; AND
BUYER WILL HAVE ALL OTHER RIGHTS AND REMEDIES AVAILABLE TO THE
CONSERVANCY AT LAW ORIN EQUITY,INCLUDING,WITHOUT"LIN,JITATION,THE
RIGHT TO SPECIFICALLY ENFORCE TIESAGREETv1ENT.
Sellers Initials Buyer
These acknowledgments,waivers and releases shall survive the Close of Escrcrm
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1 Sellcr Represerttations,Warranties and Covenants.Each Individual Seller hereby
represents,warrants and covenants to Buyer as of the date of this Agreement,and upon the Close of
Escrow,as follows,all of which shall survive the Close ofEscrow:
6,1.1 Authority:Each Individual Seller is the owner of the Property and has the
full right, power and authority to sell, convey and transfer the Property to Buyer as
provided herein, and to perform Each Individual Seller's obligations hereunder. The
person signing this Agreement and any documents and instruments in connection
herewith on behalf of each Individual Seller has full power and authority to do so.
6.1.2 Bankruptev. Tyre are no attachments, assignments for the benefit of
creditors, receiverships, conservatorships or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by each Individual Seller or
filed by each Individual Seller, or to the best of each Individual Scller's knowledge,
pending in any current judicial or administrative proceeding against each Individual
Seller.Further,each Individual Seller has no notice or knowledge that any tenant of the
Property is the subject of a bankruptcy proceeding.
6.1.3 Other Agreements. Each Individual Seller has not entered into any other
written contracts or agreements for the We or transfer of any portion of the Property.
6.1A Condition of Property: Each Individual Seller has warrants and covenants
that through the date possession is made available to Buyer, the Property shall be
maintained in the same condition as upon the Effective Date.
6.1.5 Violation of Codes:Each Individual Seller has warrants that each Individual
Seller has no knowledge of any notice of any violations of city,county, state, federal,
building,zoning,fire,health codes or ordinances,or other governmental regulations filed or
issued against the Property. Each Individual Seller further warrants that it has no
knowledge of any aspect,or condition of the Property which violates applicable laws rules,
regulations, codes, or covenants, conditions or restrictions, or of improvements or
alterations made to the Property without a pent where one was required, or of any
unfulfilled order or directive of any applicable governmental agency,or of any casualty
insurance company that any work, investigation, remediation, repair, maintenance or
improvement is to be performed on the Property_
6.1.6 Maintenance of the Property:, Except as provided in other provisions
hereof dealing with destruction,damage or loss,Seller shall maintain the Property until
the Close of Escrow in the same condition as upon the Effective Date.
6.1.7 Possessory Rights. To the best knowledge of the Seller,no one will,at the
Close of Escrow,have any right to possession of the Property superior to the right of the
Buyer.
6.1.8 Actions:To the best of each Individual Seller's knowledge,no actions suits,
or proceedings are pending or threatened before any governmental departmen
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oononassion, board, bureau, agevey, court, or instrumentality that would affect the
property-
6.1,9 1'q`gdgt of chanrtes: Each badividual seller shall promptly notify Buyer in
writing of any material vS the PhVerttr that becomes known tcs each
Individual Seller prior to the Close ofEser
The material truth and acemacy of the foregoing representations aril warranties shall be,a
condition of Buyet's'obligations hercumien,At bast five(5)calendar days prior to the Close of
aow,Seller shall notify Buyer,in writing,ofany facts or circumstances which arc contrary to
the foregoing represon"ons and warranties_
ARTICLE VII
B Y1 R'S REPRESENTATIONS AND WARRANTIES
11 Buyers Representations and Warranties.Buyer hereby represents,warrants and
cvvemorts Seller as ofthe date ofthisAgrooment,and upon the Close of2scrow,as follows,all
of wbich shall survive the Close of Escrow:
7.2.1 Aig-hedlE Buyer is a ren-profit conservation entity 301(oX5)and has the
full;power anti authority to enter into and carry out the agreemonft contained in,and the
transactions contemplated by this Agreement.The persons signing this Agreement and
arty documents and instruments in connection herewith on behalf of Buyer have full
power and authority to do so.
7.1.2 4u I G• ,y There are no attachments,assignments for the benefit of
creditors,regi uersslaps,conservatarships or voluntary or involuntary proceedings in
bankmptr y or any other debtor relief actions contemplated Buyer or filed by Buyer,
or to the best ofBuyefs knowledge,pending in any ourrent judicial or administrative
proceeding against Buyer.
TIM material truth and accuracy of the foregoing'representations and warranties shall be a
condition of seller's obligations hereunder.At least five(5)calendar days prior to the Close of
Escrow,Buyer shall notify Setter of anyf Lets or circumstances which are contrary to the foregoing
mpresentations and warranties.
ARTICLE"VIII
ISEFAt.LT AND TEB.I MiATION
8.1 Default.A party shall be deemed in default hereunder if it faits to meet;comply
with,or peroctn any covenant,apaturout,or obligation on its put required within the time limits
and in tete marnmr required in this Agreement for any reason other than a defatalt by the other party
hereunder or termination stfthis Agreement prion to Close ofEscrow.
8.2 Opportunity to Cure.I-To act,failure to act,event or eiroumstance which might be
deemed to be a default by either patty shall be deemed to be a default under any of the provisions of
this Agreement,unless and until;notice theovdis ftp given by ft non-defaulting party to the party
alleged to be in default and said party fails to euro the alleged default within fifteen(J 5)calendar
days in the case ofs non-monetary def mit,or frac(5)calendar days in ease ofa monetary
default.
8.3 Termination upon Default:Alar notice and an opportunity to eine,if the defaulting
pasty fails to cmm lira default,the non-de lting party may terminate this acquisition by giving
written notice to the defmtlting party and the Escrow Holder Upon receipt of the wtioe to terminate,
the Escrow Holder shall"immediately oaned theEscnow and notion all mosey and#or documents to
the respective party.
SA Buyer's Tainination.IfBuyer oxotuiscs its nights under this Agreement to terminate
this acquisition,Buyer shall provide written notice to the Sella and E acrm Holder.Upon receipt of
said ratiee,Escrow Holder shalt immediately cared the Escrow and return all money and/or
documents to the respective party.
ARTICLE I3£
MI:TTUAI.AGREEMENTS
9.1 Soil Inspection.At any time prior to the Comingoncy Date,Buyer shall have the
right to obtain a soil report concerning the Property.Said report shall he obtained at Buyer's
discretion and expense.I3ttyer shall indemnity and.hold Seller hstrnleas from any liability anis'
r
:Gi771
i
from Buyer's soils investigation and keep the property free from any liens,including mechanics liens,
arising from persons or agents authorized to perform such soils investigation on-behalf of Buyer shall
restore the Property to substantially its same condition as it existed immediately prior to any such tests
Buyer.
9.2 Other Agreements Affecting Property.Seller and Buyer have entered into this
Agreement upon the belief that there are no other agrecmetrts,which will affect the Property beyond
the Close of Escrow.If Seller detunnuucs that such agreements or exceptions exist which are not
revealed herein,Seller shall provide Buyer with a copy immediately upon Seller's learning of its
existence.Buyer may thereafter,prior to time Close of Escrow,either tennimte this acquisition of
modify the Purchase Price.After Close of Escrow,Seller shall be liable to Buyer for any damage or
expense including attorney's fees and costs incurred by Buyer by reason of such undisclosed
agreements.Seller shall further indemnify and defend Buyer as necessary so that Buyer may use the
property for the contemplated public use.
ARTICLE X
HAZARDOUS SUBSTANCES
10-1 Hazardous Substances Disclosure. The Property is subject to a disclosure as
designated under Section 25359.7 of the Health and Safety Code,whereby Seller is required to
disclose if there are any hazardous substances, as defined in Health and Safety Code Section
25316,et seq.,located on or beneath the property or adjacent thereto.It is understood and agreed
between Buyer and Seller that closing of this Escrow is subject to and contingent upon receipt and
approval of a written disclosure by Seller. Said review and approval will not be unreasonably
withheld or delayed by Seller.
10.2 Hazardous Substances.Each Individual Seller represents and warrants that it does not
have knowledge of the existence or prior existence of any hazardous substances on the Property.
In addition,Seller has no actual knowledge of the existence or prior existence of any above or
below ground storage tank or tanks on the Property.
10.3 Hazardous Substance Conditions Report Buyer shall have the right to obtain a
Hazardous Substance Conditions report(s)or other environmental studies concerning the Property
and relevant adjoining properties. Such report(s) will be obtained at Buyer's discretion and
expense.If Buyer elects to seewe such reports,Buyer shall use reasonable diligence to obtain
such a report on a timely basis.If Seller has such a report,they shall provide Buyer with a copy
thereof If Seller has knowledge of any hazardous substance condition report that was prepared by
any other person or entity including any governmental agency,Seller shall inform Buyer of the
existence of such a report and its location within fifteen(15)calendar days from the Effective
Date.Buyer shall restore the Property to substantially its same condition as it existed immediately
prior to any such tests performed by Buyer
10.4 Hazardous Substances Defined. "Hazardous Substances" for purposes of this
Agreement shall mean and refer to any(a)hazardous or toxic wastes,materials or substances or
chemicals and other pollutants or contamninants which arc or become regulated by applicable
local,state,regional and/or federal orders,ordinances,statutes,rules,regulations(as interpreted
by judicial and administrative decisions)and laws,(b)asbestos,asbestos-containing materials or
urea formaldehyde, (c) polychlorinated bipherryls, (d) flammable, explosive, corrosive or
radioactive materials, (e) medical waste and biochemical, (f) gasoline, diesel, petroleum or
petroleum by-products,(g)lead-based paint or(h)any substanec set forth in Health and Safety
Code Section 2530,et seq ,or whose nature and/or quality of existence,use,manufacture or
effect,render it subject to federal,state or local regulation,investigation,remediation or removal
as potentially injurious to public health or welfare. A "hazardous Substances Condition" for
purposes of this Agreement is defined as the existence on,under or relevantly adjacent to the
Property or a Hazardous Substance that would or could require remediation and/or removal under
applicable federal,state or local law_
10.5 Hazardous Substances During Inspection Period. If conditions suggesting the
presence of hazardous Substances are discovered before the Contingency Date, Buyer may,
within twenty(20)days of the discovery of such conditions,perform further tests to determine
whether such Hazardous Substances constitute contamination.If;after such tests are completed,
Buyer cannot determine whether such Hazardous Substances constitute contamination, or if
remediation of hazardous Substances is required,then,within ten(10)days of discovery of such,
Buyer shall provide Seller written notice of said potential contamination or necessary
remediation and Seiler shall perform all necessary remediation. In the event that Seller is
a
v�svx�
obligated to perform any remediation prior to the Contingency Date,the Contingency Date shall
be extended on a day-today basis during the period of time that such remediation is being
performed,but in no case beyond December 31,2012,unless Buyer exercises its option to extend
the Close of Escrow date.
10.6 hazardous Substances Discovered Atter Contingency Date. In the event that
conditions suggesting the presence of Hazardous Substances(other than those discovered prior to
the Contingency Date) Buyer may provide Seller written notice of said contamination or
necessary remediation and Seller shall perform all necessary remediation,subject to the right of
Seller to terminate this agreement if it disapproves the cost of any such remediation.In the event
that Seller is obligated to perform such remediation and Seller does not elect to terminate this
agrecrnent,the Closing Date shall be extended on a day-today basis,during the period of time
that such remediation is being performed, but in no case beyond December 31, 2412, unless
Buyer exercises its right to extend the Close of Escrow date.
ARTICLE XI
NRSCELLANFOUS
It.I Exhibits.All Exhibits attached hereto are a part of this Agreement for all purposes
and are incorporated herein.
11.2 Assignment. Seiler shall not assign this Agreement nor any rights under this
Agreement without the prior written consent of the Buyer.Buyer shall have the right to assign this
Agreement and any rights hereunder at any time after the Contingency Date provided that Buyer
shall pay any and all costs and expenses arising out of Buyers assignment and Seller shall not
incur any additional expenses or be obligated to provide any additional environmental reports
affecting the Property.Buyer shall only assign this Agreement to a public agency or a non-profit
organization for the overall long term purposes of conservation and recreation.
113 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
Seller and Buyer,and their respective successors,heirs,agents and permitted assigns.
11.4 Captions.The captions,headings,and arrangements used in this Agreement are for
convenience only and do not in any way affect,limit,amplify,or modify the terms and provisions
hereof
11.5 Number and Gender of Words.Whenever herein the singular number is used,the
same shall include the plural where appropriate,and words of any gender shall include each other
gender where appropriate.
11.6 Governing Law and Venue. The laws of the State of California shall govern the
validity,construction,enforcement,and interpretation of this Agreement All claims,disputes and
other matters in question arising out of or relating to this Agreement,or the breach thereof;shall be
decided by proceedings instituted and litigated in the state court in the County of San Bernardino,
and the parties hereby waive all provisions of law providing for a change of venue in such
proceedings to any other county.
11.7 Amendments, This Agreement may be amended or supplemented only by written
documents signed by the parties.
11.8 Notices.All notices,terminations,waivers and other communications hereunder shall
be in writing and shall be delivered personally,by facsimile or shall be sent by registered or
certified United States mail or a nationally recognized,overnight courier service,postage prepaid,
and addressed as follows:
Buyer Seller
The Redlands Conservancy Ralph J.Thompson,Jr.,Trustee
P4 Box 855 ROC Baas.1485
Redlands,CA 92373 Redlands,CA 92373
Ater:Shirli Leonard
Any notice in accordance herewith shall be deemed received when delivery is received orrefused,
as the case may be.Notices may be given by telephone facsimile transmission,provided that an
orieinal of said transmission shall be delivered to the addressee by a nationally reeognizcd
4
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tt}7.`i2
overnight delivery service on the business day following such transmission.Telephone facsimiles
shall be deemed delivered on the date of suoh transmission
11.9 Entirety.This Agreement embodies the entire agreement between the parties and
supersedes all prior written or oral agreements and understandings, if any, between them
concerning the subject matter contained herein. There arc no representations, agreements,
arrangements, or understandings,oral or written, between the parties hereto, relating to the
suiiject matter contained in this Agreement which are not fully expressed herein.
11.10 Severability.Many of the provisions of this Agreement,or its application to any party
or circumstance,is held to be illegal,invalid,or unenforceable under present or future laws,such
provision shall be fully severable This Agreement shall be Construed and enforced as if such illegal,
invalid,or unenforceable provision had never comprised a part of thrix Agreement and the
remaining provisions of this Agreement shall remain in full force and effect and shall not be
affected by the illegal,invalid,or unenforceable provision or by its severance from this Agreement.
In lieu of such illegal,invalid,or unenforceable provision,there shall be added automatically as a
part of this Agreement,a provision as similar in terns to such illegal,invalid,or uncnforoeable
provision as may be possible to make such provision legal,valid,and enforceable.
11.11 Further Acts.In addition to the acts and deeds recited herein and contemplated
and performed, executed and/or delivered by Seller and Buyer, Seller and Buyer agree to
perform, execute and/or deliver or cause to be perforncd,executed and/or delivered at the
Close of Escrow or after the Close of Escrow any and all such further acts, deeds, and
assurances as may be necessary to consummate the transactions contemplated herein.
11.12 Construction.No provision of this Agreement shall be construed in favor of,or
against,any particular party by reason of any presumption with respect to the drafting of this
Agreement; both parties, having the opportunity to Consult legal counsel, having fully
participated in the negotiation of this Agreement.
11.13 Time of the Essence.It is expressly agreed by the parties hereto that time is of
the essence with respect to each and every provision of this Agreement
11,14 Waiver of Covenants,Conditions or Remedies.The waiver by one party of
the performance of any covenant,condition or promise,or of the time for performing any act
under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by
such party of any other covenant,condition or promise,or of the time for performing any other act
required under this Agreement The exercise of any remedy provided in this Agreement shall not
he a waiver of any other remedy provided by law,and the provisions of this Agreement for any
remedy shall not exclude any other remedies unless they are expressly excluded.
11.15 Survival of Warranties.All of the warranties,representations,Covenants and
agreements of the parties hereto contained in this Agreement shall survive the Close of Escrow.
Buyer:
The Redlands Conservancy
A California non-profit public
ben;_Im_
n
By. �-r...-""'Gam"f�.
Sellers:
Live Oak Associates,LLC Ralph and Carolyn Thompson Living Trust
A California Limited Liability Company dated Tune A 1982
By= M_ .. BY:_.
Ralph I Thompson,Jr-,Trustee
Ellsworth E.Wareham Family Revocable By:
__ — __.--_. –
19£12"Crust Carolytt J.Thompson,Trustee
By-
3c9erf Sns .--._�..._ E3aza
tn. .,
PURCHASE AND SALE AGREEMMNT
This Purchase and Sale Agrecosect("Agreement'")is entered into effective October 15,2012
("Med"bate'),by and between THE REDLANDS CONSERVANCY,a California non-profit
public ben at corporation C Buyee)and Live Oak Associates I.I.C.Ralph and Carolyn Thompson
Living Trust dated June 30,1962,Ellsworth E.Wareham Family Revocable 1991 Trust.In
consideration of the mutual covenants and agreemw%the parties agree to the following terms and
conditions:
ARTICLE i
AGREEMENT OF SALE
1.1 Parties'Status.Buyer is a California trots-profit public benefit corporation with the
power to acquire real and personal property.
1.2. Seller's Ownership Interest. Live Oak Associates LLC(6t'P4 Ralph and Carolyn
Thompson LivingTrust dated Jaffe 30,1962(200K),Ellsworth E.Wareham Family Revocable 1931
Trust(20°/a)referred to herein collectively as"Sellar"and as to each ownership interest as
"Individual Seller".
1.3 Pr;oparey.Seller owns certain teal property consisting of approximately 172 acres of
land located in Redlands,California,bearing Assessor Parcel Nos.0300231-31,0300-231-38,and
0300-241-15;("property"),more particularly described in Exhibit ON,attached hereto and
incorporated herein by reference.
1.4 Incomplete Legal Description.If the legal description of the property is not complete
or is inaccurate,this Agreement shall not be invalid and the legal description shall be completed or
corrected to meet the requirements of the Title Company(as defined in Section 2.5 below)to issue
the Title Policy hereinafter described.
1.5 Agreement of Pumbaw and Sale.Salter agrees to sell to Buyer and Buyer agrees to
purchase from Seller,upon the terms and for the considerations set forth In this Agreement,Sellars
fee intoes;in the Property.
1.6 Other Grants.It is agreed that Seller,or its sucetwors in interest,will not grant an
i,Lterest in the Pmporty.or any part thereof;Including,but not limited to,a fee simple interest,
casements,lease or any other conveyances andiar construct hmprovements or make changes upon or
to the Property during the period between the EMadvo bate and the Close of Escrow,as such term Is
defrnedbelow.
1.7 Possession.Sellar agrees that the Property will be available to Buyer and free Ih m all
tenancies and occupants upon the Close of Escrow.
1.8 As Is.Buyer is to purchase the Property"as is,"that is,in its present condition,
and except for thaw representations and warranties set forth in this Agreement,Seller makes no
representations or warranties regarding the condition of the Property.
1.9 Due Diligence.On or before the date that is thirty-five(35)days from the
Effective Hate("Contingency bate"),Buyer shall have the right to perform,in its sole discretion,
its due diligence review of the condition of Propraty and all other matters concerning the
Property,including without him'station,economic,financial,and accoundut;matters relating to or
effecting the Property or its value,and thea physic at and caviraume ntah condition of the Property.
On or befcnre the Contingency Date,Buyer shall deliver written notice to Seller accepting the
Property,or terminating this Agreement,IfBuyer fails to give such notice on or before the
Contingency Date,Buyer shalt be deemed to have accepted the Property and proceed with this
Agreement.
1.10 Ratification.On or before the Contingency Date,this Agreement is subject to the
approval and ratification by tete Buyer's Board of Directors.In the event the Buyer's Board of
Directors fees to approve this Agreement.(i)there shalt be no liability on the part of the Bim;{ul
this greesnerit shall become unit and void and of no father fca=and effect;and iisir')Escrow Holder
shall cancel the Escrow Immediately and return all money and/or documents to the respective party.
ARTICLE 11
f
Hdhsl�3Bate Boyar
19rNr
jit PURCHASE PRIM TITLE AND ESCROW
' X2.1 PurcbasePrice and D osit Buyer shall
eg titre Fay to the Seller the seam of two million,
f vt hundred fifty two thousand,five hundred and WWI)Dollars(S2,SS2,500.00)(''Purchase
orrice")ibr the Property.Within five(5)days of the Effective Date,Buyer shall deposit the sum
of One Thousand Dollars(51,000.00)in Escrow(as defined below)(the"Deposit").The Deposit
shall be refundable until 11:59 p.m.Pacific Standard Time on;the Contingency Datt,and shall be
applicable to the Purchase Price at the Close of Eaciow.The Purchase Price shalt represent full
and complete compensation for all rights and interests being acquired herein by Buyer,
Including,without limitation,real property and such other compensation,damages and benefits,
excluding those identified in Section 3.5 of this document.The purchase Price,after application
of the Deposit,shall be payable to Seller,upon the Close of Escrow,in immediately available
funds in accordant with the provisions and requirements of this Agreement.
2.2 Land Tion Costs
2.2.1 Sailers will pay, in accordance with their percentage interest in the
Property,Redlauft Conservancy One Hundred Two Thousand Dollars ('5102,100.00)
("Cost Reimbwscsutno out of escrow procceds to reimburse Redlands Conservancy for
some of the costs in acquiring the Pmparry,which are over and above any costs ofBuyer,
which Buyer is required to pay under the provisions of this Agreement.
2.2.2 In the event that an individual Seller believes that the Purchase Price for
the Property is below fair market value at the time of closing,an Individual Seller may
elect to make charitable contribution of land value to Buyer equal to all or a portion of
difference between rho Purchase Net and fair r uAxt value ofthe interest of that
;individual Seller.The Individual Seller may obtain a"qualified"appraisal as defined
'under the Internal Revenue Code and shall be responsible for compliance with all laws
and rules of the IRS related to claiming the contribution.Buyer makes no
represontation to the clectuig Individual Seller as to the tax eonsegnences of such an
election.An electing Individual Seiler will obtain independent tax counsel and be
solely responsible far compliance with the gift value sobstsntlatiou nequitavenis of the
Internal Revenue Cock and Callibmin Franchise flax Bard.At the docting Individual
Seller's option and after Buyerpurchas es the ftFerty,Buyer agfets to promptly
complete Part IV(Domes Acknowledgement)of IRS Form 8233(Non-cash Charitable
Contributions)upon receipt of a completed Pam 5283 from Seller(Part III,Declaration
ofApprd ,may be completed upon return of Fort from Buyer).
23 Escrow.Upon execution of this Agreement by the parties,Buyer shall open an
escrow("Esomw")with C bicago Title,San Bernardino,California,Dan Dulln,T ftle Officer for the
purpose of consummating this AgreameeL The parties hereto shall execauc and deliver to Escrow
Holder such escrow instruction;prepared by Escrow Holder as may be required to complete this
transition.Any sorb instructions shall not conflict with,amend,or supersede any provision of this
Agreement if there Is any inconsistency between such instructions and this Agrttmcmt,this
Agreement shall contral.
2.4 Conduct ofEstmw.Escrow Holder Is hereby eanluosized and instructed to conduct the
Fuserow in accordance with this Agreement,applicable lav-,custom andpractice of the community in
Which lsscrow Holder is located,including any reporting requirements ofthe State of Caldfbria and
the Internal Revenue Service.
2.5 Seller shall cause Chicago Title to prepare and shall be delivered to Buyer a
Preliminary Title Report,setting for*all liens,encumbrances,easements,restrictions,
conditions of record.Buyer shalt,within thirty(30)days of receipt of the Preliminary Title
Report,but in no can after the Contingency Date,to give written notice to Seller of any defects
in or objection to the title so evidenced. Seller shall,within thirty(30)clays of receipt ofsaid
notice("Cure PeriodJ but In no case after the Contingency Date,dear the title of the defects
and objections so specified. In the event Seller Ms to cleat the title+of the defects and
objections ocmtained in Buyer's notice within the Cure Period,Buyer shall have the option
exercisable by written notice to Seller to either(i)terminate thcAgreem ent,or(ii)accept the
Property subject to the dtfetts and objections so stated. Buyer's failure to provide written notice
to Seller shall be deemed a continuing disapproval of the condition of title.
k-�,... 2
sM7rr
(b) Tittle conveyed to Buyer shall be frax of licas, encu AxAnces, easements,
restrictions,rights and conditions of record or known to Seller,other than the following:
(1) Currontpmpertytaxes,
(2) Covenants,conditions,restrictions,and public utt7ity essaments of record,
itany,provided the same do not adversely sMat the coins aped use of the property for the
purposes for which It is presently being used,unless reasonably disapproved by Buyer In
writing within Filleen(IS)calendar days of mcmpt of a current preliminary report,but in
no rase after the Contingency Date.
2.6. Condition ofTitle.Seiler shall rouvey title to the Property to Buyer as evidoaced by
a CLIA Owner's standard form of Tide Insurance(the writ,Policy")In an amount equal to the
Purchir`se Price issued by Chicago Title(the*Title Company).The title dbali be conveyed and the
Title`Polley shall show tide to the Property vested in the Buyer,subject only to the following
matters ail"cctsng the conditions of title:
a. A lien to setmre payment ofreal property tries and assessments,not delinguesut;
b. A lien of supplemental taxes with respect to periods after the Gose ofEscrow;
c. The exceptions disclosed by the Preliminary Title Report which are approved by
Bayer pursuant to this Agmarrio st.
2.7. If a supplemental report is issued prior to the Close of Escrow which shows new
matters,Buyer reserves the right to requite any now matters removed from the Tide Policy.Sellar
agrees to assist with the removal of the new miattteaa.
2,8 Reports,Stu f'ies and Ate.Withln three(3)calendar days of the Emotive
Date,Seller shall provide Buyer with copies of any reports,studles,maps or agreements afFecting
the Property which the Sailor have in their possession,including but not limited to geotechnical
and sons reports,suveys,environmental reports,and other reports,studies,maps or agreements
aflbcting the Property.
s ARTICLE III
CLOSWO
3.I Closing.Subject to the satisfaction of any contingencies destxibad horein,Escrow
Holder shall close this Escrow by recording the Grant Deed attached hereto as Exhibit 18',and
by disbursing the finch and documents in accord==with this Agme r a tit
3.2 Closing Date,Escrow shall close on or be the date that Is thirty-five(35)days
from the Contingency Date("Clow of Escrow'),but in no case later than December 31,2012,
unless a notes to exercise the optica to extend the Closer of Escrow is timely received from
Buyer,the Escrow will automatically be canceled.
3.3. Option to Extend Closing Datc. Buyer shall have the option to extend the Close
of Escrow up to and lnoledhil April i,2013 by giving to Sailor written notice prior to the end
of the Captfingency Period,of this election to extend the Close of Escrow. Upon giving the
Notice to extend the Close of Escrow the purchase price provided In paragraph 2.1 shalt be
increased by the sum of Ona Hundred Twenty Thousand and not100 Dollars($120,000.00),
which dmU be payable Forty Thousand Dollars($40,000.00)to each senor.
3A Closing Documents.
3AJ Sella,prior to the Close of Escrow,shall deliver to Escrow Holder each of
the following items,the delivery of each ofwhddr shah be a condition to the performance
vby Buyer of Its obligations under this Agreement:
r-
(a) The taunt Deed,duly auecuted and acknowledged;and
(b) All additional documents, instruments and sums which may be
reasonably necessary for the Close of Escrow and to oonsummate the sale
s ev-
ronvas
of the Property in accordance with the terms of this Agroemem.
3.4.2 Buyer,prior to the Close of Escrow,shall deliver to Escrow Holder each of
the following items,the delivery of each ofwhlch shall be a condition to the performance
by Seller of its obligations under this Agreetrxntt
(a) The Pumhase Price,and
(b) All additional documents and instruments which may be reasonably
necessary for the Close of Escrow and to consummate the sale of the property
In accordance with the tames of this Agroomout
3.5 Mortgages and Deeds of"Trust Any and all monies payable under this Agreement,
up to and including the total amount of unpaid principal and interest on any note secured by a
mortgage or deed of trost, or other security instrument if any, shall,upon demand,be made
payable to the mortgages or beneficiary entitled thereunder;and such mortgage*or beneficiary
shall be required to fwnish Buyer with good and sufficient receipt showing said monies were
crc&tcd against rhe indebtedness secured by said mcrtgage, deed of trust, or other security
instrument Escrow Holder shall notify the Title Company of such paymcats and secure and cause
any necessary fall or partial conveyaaccs to be prepared,signed and recorded as required by the
title company to eliminate any ancumbtances or-exceptions- from' the-Title Policy issued
pursuant to this Agreement.
3.6 Taxes,Title,and Escrow Costs.Buyer and Seiler shall each pay one half of all costs
for the Title Policy,all recording corm incurred herein„all rtconveyance fees,trustees fees,or
forwarding fees,and any prepayment charges for any full or partial reconveyance or Hall or
partial release of any mortgage or deed of trust,and any escrow fees.
3.7. Proration. All mal property taxes and assessnumts encumbering the Property
shalt be prorated by Escrow Holder as of the Close of Escrow,based upon the latest avadlahle
real property tax information. If atter the Close of Escrow, the parties determine that the
prorations by Escrow Holder were erroneous for any reason whatsoever, then they shall
reprorate all real property taxes and assessments between themselves using the same formula
used by Escrow Holder in making the pmrations as of the Close of Escrow.
3.9 Brnkorage Commissions. The parties acknowledge that neither party has been
represented by a real estate broker,with respect to this traasacdon,
3.9 hosing Statement,"at hereby authorizes and Instructs Escrow Holder to release
a copy of Seller's closing statement to Buyer,the purpose being to ascertain if any reimbursements
are due Seller"
ARTICLE rV
RIGHT OF ENTRY AND DAMAGE TO PROPERTY
4.1 Right of Entry.After the execution of this Agreement by the parties,and during the
Contingency Period,Seiler grants to Buyer,its agents,employees or nomincea,the right to enter into
and uppan the Property for the purpose of conducting aPhan I Environmental,She Assessment(the
"Phas4„i),soil testing,cavirtmmental and englamring studies,and such fiather engineering,grading,
archeological,geological or survey work as may be required by the Buyer.Buyer shall give Soller
reasonable notice of such entry,and shall not unreasonably interfere with any occupant's use of the
Property or any of Seller's athar operations on the Property.Buyer shall restore the Property to
substantially its aacae condition as it existed 3nmnedistely prim w any such teats.Buyershali keep the
Property free and cleat ofany lions or encumbrances that may arise out ofBuuyerls inspection of and
activities on the Property.All rests,expenses,liabilities or charges incurred in or related to the
performance of any and all such studies and work on the Property shall be at the sole cost and
expense of,and shall be paid.by,Buyer.The right to enter the Property shall be co-extensive with the
period during which Escrow is open,cr any extension therooE Should the Phase I studies identify
issues that creed to be rcmediatai,the Sailer most address those issuers,subject to the right of Seiler
to terminate this agreement if Seller's nae unwilling to pay the cost ofany such issues.
4.2 Material grange,Destruction or Damage.Sellerwanams that them"be no
material change in the condition of the Property prior to the Close ofEscmw unless such change has
been approved in writing by Buyer.The cioung of this Escrow is contingent upon the fact that no
material change shag have occurred with respect to the Property that has not been approved In
4
1 raanF
low
�tty,
writing by Buyer.For purposes of this Agmcmeut,a"material change"shall be a change In the status
ofthe use,title,occupancy,or condition ofthe Property that occurs subsequent to the Effective Bata
of this Agreement.In the event there is a material than&*to the Property atter the Ef badve Date,
Buyer may elect to(I)pursue any and all remedies available at law or in equity in the event the
material change is a default by Seller,CHI terminate the Agreement and receive a refund of any
earnest money,or(til)proceed with the closing and purchase the Property with a credit against die
Purchase"a otherwise due hereunder equal to*a amount of any insurance proceeds actually
collected by Salley prior to the Chose ofEscrow as a result of any such material chaWA phis the
amount ofany,insurance deductible or any uninsured amennt or reteuticn.Sailer shalt maintain a
casualty insurance policy with respect to the Property in full force and effect until the Close of
Escrow.
ARTICLE V
WALVER AND RELEASE
5.1 Aeknowledgmext of Full Benefits.Upon the Close of Escrow,Seller;on behalf of
itself ant[its hots,executors,administrators,successors sad assigns,hereby acknowledges that this
Agreement provides fill payment for the acquisition ofthe Property by the Buyer,and Seller hereby
expressly and unconditionally waives any and all claims for damages or any other compensation or
benefits,other than as already erpr*sslyprovided for in this Agreement.
52 Acknowledgment oflust Compensation.Upon the Close ofF= w and except as
provided in Section 2.2,the partite acknowledge and We that the consideration paid to Sellar shall
be deemed the fair market value and total amount of"hffit Compensation"for the Pwperty.Upon the
Close of Barrow,Scher,on behalf of ltselfand Its heir%executors,admirdstratm,saecessora and
assigns,hereby fully uricases the Buyer,Its suomsors,agents,representatives,and assigns,and all
other persons and associations,known or unknown.from all claims and nurses of sedon by reason of
any damage which has been suntanned,or may be sustained,as a result ofthe Buyer`s efforts to
acquire.the Property at to construct works oflrnprovement therom or anyprekuninery steps thereto.
5.3 Waivers.. Upon the Close of E mw Seller waives the right to Anther and
greater compensation and to have the adequacy of compensation determined is a court of law or
,equity,by a judge or a jury.Seller understands and knowingly agrees that this waiver shall
poend to constitutional claims of whatever kind or nature that may be brought under the
'California and United States Constitutions and the federal civil rights statutes including,without
Ihrdtation,claims arising under 42 U.S.C.Section 1983.Upon the Close of Escrow Seller flirtber
waives the right to raise aflirmadve defenses and to attack by way of answer,complaint.or
:cottateraily, the Buyer's right to acquire the property for public. uses and purposes, and to
challenge the findings made in nay resolution of aecessity.
SA Enfmremm%
5.4.1 B!J=5 DEFAULT.IF BUYER FAILS TO COUPLETE THE PURCHASE
OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY
DEFAULT OF 131.11alt,SELLER'S SOLE REMEDY SHALL HE TO TERMINATE THIS
AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND
SHALT. BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO
BUYER BUYER AND SELi.ER.AGREE THAT IT WOULD BE IMPRACTICAL AND
HYTREM]MY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER. MAY
SUFFER. IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY AS HEREN PROVIDED.BUYER
AND SELLER THEREFORE AGRBB THAT A REASONABLE PRESENT ESTIMATE OF
THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER S
DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT,WHICH SHALL BE THE FULL,AGREED AND LIQXIIDATEO DAMAGES.
THE PARTIES ACKNO"WLEDGB THAT THE PAYMENT OF SUCH LIQUIDATED
DAMAGES 13 NOT INIMMED AS A FORFEITURE OR PENALTY 'WITHIN THE
MEANING Of CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3364, 13UT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO
r"r
CALIFORNIA CIVIL CODE SECTIONS 1671,1676 AND 1677.
Sellers Initials Buyer
i
Ss9ntteh6i.
9-f-
Min
c` 5.4.2 SRUER'S DEFAULT. 1N THE StTEW OP A DEFAULT BY SM1,9R UNDER
THIS AGREEMENT,THE BUYER MAY El=TO TERMINATE THIS AGREEMENT
(WITHOUT WAIVER OF ANY aMER RKIHTS AND REMEDIES AVAU AHLE TO
BUM AT LAW OR IN EQtIrM IN WHICH EVENT ESCROW OR TM3 COSTS
PAID BY THE BUYER.INCLUDING.WITHOUT LIMITATION,THE DEPOSIT.WILL
BE REFUNDED AND REIMBURSED TO THE BUYER IMMEDIATELY BY ESCROW
HOLDER,AND SELLER.WILL PAY ANY ESCROW CANCELLATION FEES DVH TO
ESCROW HOLDER; OIL BUYER MAY PROCEED To CLOSE THE ESCROW; AND
BUYER WILL HAVE ALL OTHER RIO=AND REMEDIES AVAH ABLE TO THE
CONSERVANCY AT LAW OR IN EQUITY,INCLUDINCI,WITHOUTIDAITA770K TBB
JUGHT TO SPECIFICALLY ENFORCE THIS A rC�il?FMENT.
Sellers Initials Buyer
These w3mowiedgmeats,waivers and releases shall survive the Case of Escrow
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1 Seller Rcprasemiations,Warranties and Covemarb.Each Individual Seiler hereby
represents,warrants and covenants to Buyer as of the date of this Agreement,and upon the Close of
Escrow,as follows,all of which shall survive the Close ofEscrow
6.1.1 AuthorftZ Each Mvkb;A Seller Is the owner of the Property and has the
full right,power and authority to sell,convey and tranafar the Property to Buyer as
provided herrein,and to perform Each Individual Setter's obligations hereunder.The
person sigaing this Agreement and any documents and iustruments in connection
herewith on behalf of each Individual Seib has fill power and authority to do so.
6.1.2 Ilwk mtcv. There are no attachments, assignments for the benefit of
creditors, rocciverships, eouservetarships or voluntary or htvohtmary proceedings in
bankruptcy or any other debtor relief actions contemplated by each Individual Seller or
Bled by each Individual Seller,or to the best of each lndividual Seller's knowledge,
pending in any current judicial or administrative proceeding against each Individual
Seller.Further,each Individual Setter has no notice or larowlcdge that say tenant of the
Property is the subject of a hankn otcy proceeding.
6.1.3 Qtbar Aareetnents:Each Individual Seller has not entered imo any other
written contracts or Agreements for the sale at transfer of any portion ofthe Property.
6.IA.CaorAtion of property,Bach Individual Setter has warrants and covenants
that through the date possession is made available to Buyer, the Property shalt he
maintained in the same condition as upon tura Effective Date.
6.1.5 Violation of Codes.Each Individual Seller has warrants that each Individual
Seller has no knowledge of any notice of any violadans of of%cos=y, state:,federal,
building,zoning,fere,health odes at ordinances,or other governmental regulations tiled or
issued against the Property. Each Individual Seller tt r&w warrants that it has no
knowledge of any aspect.or condition of the property which violate&apptitable laws rules,
regulations, codes, or eoveasnts, conditions or restrictions, or of impmverrrents or
aha aticnt made to the Property without a permit where one was required.or of any
unfrdfilled order or directive of any applicable governmental agency,or of my casualty
insurance c omlarry that any work Investigation, reme ratio n, repair, maintanance or
improvement is to be performed on the Property.
6.1.6 Maintersmsce of the Prop=. Except as provided in other provisions
hetaof dealing with destructism,damage or loss,Seller shall maintain the Property until
the Close of Escrow in the same condition as upon the Effective Date.
6.1.7 Possca=Rights:To tisa best knowledge of the Seller,no one wig,at the
Close of Escrow,have any right to possession of the Property superior to the right of the
Buyer.
6.1.9 Apdg=To the beg of each Individual Sell r"s knowledge,no actions writs,
07 proceedings are pending or threatened before any governmental department,
e
4ntlrr
commission, board, bureau. agency, court, or frntrumeatality that would affbct the
Property.
6.19 Notice of CZxanees:Each Individual Seller shall promptly notify Buyer In
writing of any material change afrccting the Property that becomes known to each
Individual Seller prior to the Close of Escrow.
The material truth and accuracy of the foregoing representations and warranties shall be a
condition of Buyer's obligations hereunder.At least five(5)calendar days prior to the Close of
Escrow,Seiler shall notffy Buyer,in writing,of any farts or circumstances which are contrary to
the foregoing representations and warranties.
ARTICLE V1I
BUYER'S RL•PRESENTATIONS AND WARRANTIES
71 Buyer's Representations ars!Warranties.Buyer hereby represe um warrants and
covenants to Seller as of data of this Agroeme nt,and upon aha Close of Escrow,as follows,all
ofwhich shall survive the Close of Escrow:
7.1.1 Authority Buyer is a near-profit conservation entity SDI(a)(3)and has the
tall power and authority to easter into and entry out the agreements contained it%and the
transactions contemplated by this Agreametrt.The persons signing this Agreement and
any documents and instruments in counecti tt herewith on behalf of Buyer have fill
power and authority to do so.
7.1.213arderatatey:Theme are,no attachments,assignments for the hanalit of
creditors.receiverships,couservatorships or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by Boyar or filed by Buyer,
or to the best of Bayer's knowledge,pending in any currentjudicial.or administrative
proceeding agsinst Buyer.
no material troth and accuracy of the foregoing representations and warranties shall be a
condition of Seiiees obligations hereunder.At least five(5)calendar days prior to the Close of
Escrow,Buyer shall notify Seiler of any facts or circ neees which ars contrary to the foregoing
representation and warranties.
ARTICLE Ylll
DEFAULT AND TERMINATION
8.1 Defaults A patty shall be deemed in default hereunder if it fails to meet,comply
with,or perform any covettant,agreemaant,or obligation an its peat required within the time limits
and in the manner required in this Agreement for any reason other than a default by the other party
hereunder or tarrainaton of this Agreement prior to hose of Escrow.
8.2 Opportunity to Cur*.No set,failurd to so;event or circumstance which might be
deemed to be a default by either party shall be deemed to be a dcfault under any of the provisions of
this Agreexaeat,unless and until,uotiw thareof is first given by the non-s eaultmg party to the party
alleged to be in default and said party falls to cure the alleged default within fficen(15)calendar
days in the case of a non-mouctaty def k or five(5)calendar days in the case of a monetary
default
ult.
8.3 Termination upon Default.After notice and ant opportunity to sura„if the defaulting
party falls to clue the deftlk the turn-de6tulthng party may terminate this acquisition by giving
written notice to the definflttng patty and the Escrow Halder.Upon ranelpt of the not=to terminate,
the Escrow Holder shall imnediataly cancel the Escrow and return all money naVor doom aats to
the respective party.
&4 Buyer's Termination.IfBoyer tomes its rights underthis Agreement to terminate
this acquisition,Buyer shall provide written notice to the Seller and Bacrow Holder.Upon receipt of
said notice,Escrow Holder shall immediately cawed the Escrow and return all money and/or
documents to the respective party,
ARTICLE Dr
MUTUAL.AGREIMIENTS
9.1 Soil Inspection.At any time prior to the Contingency Date,Buyer shall have the
right to obtain a sell report concerning the Property.Said report shall be obtained at Buyer's
discretion and expertise.Buyer shall indemnify and hold Seller harmless from any liability arising
7
lOti42
frgm Buyer's soils investigation and keep the propcdy fine from any Borns,Including mechanics lines,
arising from persons or agents sathorizad to perform such soils iuveadgatioa mrbehalfof Buyer shall
restore the Property to substantially its alma condition as It existed hu mediately prior to any such tris
Buyer.
9.2 Other Agreements Affecfmg Prvpctiy.Sailer and Buyer have entered into this
Agreement upon the be l lef that there are no other agreements,which will affect the Property beyond
the Close of Escrow.If Seiler determines that such agreements or arnepduns exist which are not
revealed heroin,Seller Wall provide Beyer with a can immediately upon Sallet's learning of its
existence.Buyer may thereafter,prior to the Close of Escrow,either terminate thele acquisition or
modify the Purchase Prize.After Close oMscrow,Seller shall be liable to Buyer for any damage or
expense including atmmaye s fats and costs incurred by Buyer by reason ofahah undisclosed
agmeme nts.Seller shall farther indemnify and defend Buyer as necessary so that Buyer may Use the
Property for the contemplated public use.
ARTICLE X
HAZARDOUS SUBSTANCES
IM Harardoms Substances Disclosure. The Property Is subject to a disclosure as
designated under Section 25339.7 of the Health and Safety Cade,whereby Seller is required to
disclose if there are any hazurious substances,as defined in Health and Safety Cote Section
25326,at seq.,located on or beneath the property or adjacent thereto.It is understand and agreed
between Buyer and Seller that dosing of this Escrow is subject to and contingent upon receipt and
Lapprovsl of a written disclosure by Sella.Said review and approval will not be unreasonably
ytnis}ield or delayed by Seller.
4`10.2 Hkardous Substance.Psch Individual Seller represents and warrants that it does not
have knowledge of the odstence or prier m4do nce of any hazardous substances an the Property.
In addition,Sellar has no actual knowledge of the existence or prior existence of any above or
below ground storage tank or tanks on the Property.
10.3 Hazardous Substance Conditions Report Buyer shall have the right to obtain a
Hazardous Substance Conditions reports)or other environmmenta)studies ctmcar aft the Property
and relevant adjohdag;properties. Such report(s) will be obtained at Buyer's discretion and
expense.If Buyer elects to sterue such reports,Buyer shall use reasonable diligence,to obtain
such a report on a timaly basis.If Seller has such a report,they shall provide Buyer with a copy
thereof If Seller has knowledge of any hazardous substance condition report that was prepared by
any other per err entity inchtdiag ony governmental agency,Seller gall Inform Buyer of the
er,Isteace of such a report and its location within fifteen(l5)calendar days from the Effective
Date.Buyer shall insane the Property to snbstandelly its same condition as it abated immediately
prior to any such tests performed by Buyer
10.4 Hazardous Substances Defued. "Hazardous Substances" for purposes of this
Agreement shall mean and refer to any(a)havardous or toxic wastes,materials or t:ubatauces or
chemicals and other pollutants or contaminants which sra or become regulated by applicable
Racal,stota,regional andtar federal orders,des,statures,rules,regulations(as interpreted
j?y judicial and administrative decisions)and laws,(b)asbestos,asbestos-eantainiug materials or
Vr--formaldehyde, (n) polychlorinated biphenyls, (d) flzmmsbin, explosive, corrosive or
ladioabtlft materials, (o) medical waste and biochemical, (t) gasoline, diesel, petroleum or
`petroleum by-products.W lead-based paint or(h)any substance set fonth in Health and Safety
'Croda Section 2530,at seq,or whose nature andtor quality of existe a,use,manufacture or
effect,render it subject to federal,state or local regulation.invastigatioq,remediation or removal
as potentially,kjtuious to public health or welfare.A"Hazardous Substances Condition"for
purposes of this Agseernam is defined as the ewdstemca on,under or relevantly adjscent to the
Property or a Hazardous Substance that would or could require remadiation and/or removal under
applicable federal,state or local law.
10.5 Hazardous Substances During inspection Period. If conditions suggesting the
presence of Hazardous Substances am discovered before the Contingency Date, Buyer may,
within twenty(20)days of the discovery of such conditions.perform firther terra to determine
whether such Hazardous Substances constitute contamination.If;after such tests are completed,
Buyer cannot datennuu:whether such Hazardous Substances constitute contamination, or if
remediation of Hazardous Substances is mquh4 then,within tan(10)days of discovery of such,
Buyer shall provide Seller written notice of said potential contamination or necessary
remediation and Seller shall perform all necessary remediation. In the event that Seller is
a
rarraz
s
7a{
obligated to perform any re mediation prior to the Contingency Date,the Contingency Data shalt
be extended on a day-today basis during the period of time that such remediation is being
performed,but in no case beyond December 31,2012,unless Buyer exereises its option to extend
the Close ofrow date.
10.6 Hazardous Substances Discovered After Contingency Date. In the event that
conditions suggesting the presence of Hazardous Substances(odw than those discovered prior to
the Contingency Date) Buyer may provide Salter written notice of said contamination or
necessary remediation and Seiler shah perform all necessary remediation.subject to the right of
$oiler to tesrrninate this agreement if it disapproves the cost of any such remediation.In the event
That Seller is obligated to perSorm such remodiation and Seiler docs not eked to tarminate this
agrat&nt,the Closing Date shalt be extended on a day-today basis,during the pariod of time
that such remediation is being perfbrmed,but in no case beyond December 31,2012,taxless
Buyer exercises its tight to attend the Close of Escrow data
ARTICLE XI
MISCELLANEOUS
11.1 Exhibits.All Eatinribits attached hereto are a part of this Agrtzmac t for ail purposes
and are incorporated herein,
11.2 Assignmeac Seiler Mall not assign this Agreement nor any rights tinder this
Agroomart without the prior written carseat of the Buyt r.Bayer shall have the right to assign this
Agreement and any rights hatunde r at any time after the Contingency Date provided that Buyer
shall pay any and all costs and expenses arising out of Buyer's assignment and Seller shall not
incur any additional expenses or be obligated to provide airy additional environmental reports
affecting the Property.Buyer shall only assign this Agreement to a public agency or a non profit
organintion forth*overall long tomer purposes of conservation and rocreation.
11.3 Binding Effect.This Agreerneat shall be binding upon and inure to the benefit of
Scher and Buyer,and flair respective successors,heirs,agents and permitted assigns.
1 i A Captions.71*captions,headmM and arrangements need in this Agreement are for
conveoienc*only and do not in any way affbc� limit,am pllf}4 or modify the terms and provisions
hereof
E
I IS Number and(leader of Words.Whenever herein the singular number Is used,the
same shall include the plural where appropriate,and words of eery gender shall include each other
gender when*appropria m
11.5 Governing Law and Venue.The laws of the State of California shall govern the
validity,commuadon,euibreem*nt,and lnteagretadon of this Agreement.All claims,disputes and
other matters in question arising out of or relating to this Agreermeut,or the breach thereof,shall be
derided by proceedings Instituted and litigated in the stere oaut in the County of San Bernardino,
and the parties hereby waive ed) provisions of law providing for a change of venue in such
proceedings to any other count}.
11.7 Amendments.This Agreement may be am= ed or supplemented only by written
documents signed by the parties.
11.9 Notes.All notices,terminations,waivers and other communications hereunder shall
be in writing and shall be delivered personally,by facsimile or shall bo sent by registered or
certified United States mail or a nationally recognized,overnight courier service,postage prepaid,
sand addressed as follows:
`Buyer Seller
The:Itedlands Conservancy Ralph I.Thompson,Jr,Trosteo
PO Bona 8SS P.O.Sox 1083
Rtdiawk CA 92373 Redlands,CA 92373
Atm:Shidi Leonard
Any notice in accordance horewith mall be deemed received when delivery is received or refused,
as the car*may bo.Notim may be given by Wephotna facsimile transmission,provided that an
original of said transtaission shall be delivered to the address=by a nationally recognized
S<
ram. r tiny,.
red712
overnight delivery service on the business day following such transmission.Telephone facsimiles
shall be deemed delivered on the date ofsucb transmission.
11.9 Entirety.This Agreement=bodied the satire agreement between the parties and
supersedes all prior written or oral agmemeats and understandings, if any, between them
concerning the sablect matter contained herein. There are no representations, agreements,
arrangements,or understandings,oral or written,between the parties hereto, relating to the
subject matter contained in this Agreement which at not Hilly caTresstd herein.
11.10 Sovsrabllity:Ifanry of dee provisions of this A.groement,or its application to any party
or circumstance,is hold to be illegal,invalid,or uncaftneable under present or future,Iaws,such
provision shall be filly severable This Agreement shall be constmod and enforced as Ifauch illegal,
isrvalid,or untabuccable provision had never compdsad a part of this Agreement and the
remaining provisions of this Agreement shall remain is fidt force and effect and snail not be
affected by the illegal.invalid,or unantbraeable provision or by its severance Frons this Agreement
In lieu of sack illegal,invalid,or unenforceable provision,there shall be added automatically as a
part of this Agreancut,a provision as similar in turns to such illegsl,invalid,or unenfor ocable
provision as may be possible to make such provision legal,valid,ami enforceable.
11.11 Further Arts.In addition to the acts and deeds recited herein and eontetaptated
end performed,executed aodlor delivered by Sellar and Breyer,Seller and Buyer agree to
perfornna cxecttto atW"deliver or cause to be performed,executed and/or delivered at the
Close of Escrow or after the Close of Escrow any and all such fu ll m acts,deeds,and
4sura#ts as may be necessary to consurnmate the transactions contemplated herein.
91.12 Construction.No provision of this Agreement shall be construed in favor of or
ai;ains4 any particular party by reason of any presumption with respect to the drafting of this
Agreement; bout parties, having the opportunity to consult legal counsel, having fully
participated in the negotiation of this Agreement.
11.13 Time of the Essence.It is expressly agreed by the parties hereto that time is of
the essenoo with respect to cub and every provision of this ASmenw&
11.14 Waiver of Covenants,Conditions or Remedies.The waiver by one party of
the parforneance of any covenant,condition or promise,or of the time for performing any act
under this Agreement shall not Invalidate this Agreement torr shall it be considered a waiver by
such party of any other covenant,condition or promise,or of the time for ptrfamting any other act
required under this Agreement.The etteraise of any remedy provided in this Agreement shall not
be a waiver of any other remedy provided by law,and the provisions of this Agreement for any
remedy sha11 not exclude any other romcdies unless they are expressly excluded.
1115 Survival of Warranties.All of the warranties,mTresentations,covenants and
agreements of the parties hereto contained In this Agreement shall survive the Close of Escrow.
#BuYet;
The Redlands Conservancy
ACatitprnla non-profit public
hotaS��corporation
By:
Sallen:
Live Oak Associates,LLC Ralph and Carolyn Thampson Living Trust
A (�Limittd Liability CottrpaztY dated Iuna 30,1482
By
Ralph J.TTDeegson,Jr.,Trustee
litleworth E.Wareham Family Revocable By.
14$1 Truest Carolyn J.Thompson,Trustee
to
� iGSTe2
V*
r„
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement("Agreement')is entered into effective October 15,2012
("Effective Date'),by and between TIE REDLANDS CONSERVANCY,a California aunt-profit
public benefit corporation("Buyer")and Live Oak Associates LLC,Ralph and Carolyn Thompson
Living Trust dated June 30,1982,Ellsworth E.Wareham Family Revocable 14$1 Trust.In
consideration of the mutual covenants and agreements,the parties agree to the fallowing tents and
conditions:
ARTICLF I
AGREEMENT OF SALE
LI Parties'Status. Buyer is a California non-profit public benefit corporation with the
power to acquire real and personal property.
1.2. Seller's Ownership Int . Live Oak Associates LLC(60%),Ralph and Carolyn
Thompson Living Trust dated June 30,1982(20%/ Ellsworth E.Wareham Family Revocable 1981
Trust(20%)referred to herein collectively as"Seller"and as to each ownership interest as
"Individual Seller".
13 Property.Seiler owns certain mal property consisting of approximately 172 acres of
land located in Redlands,California,bearing Assessor Parcel Nos.0300231-31,0300-231-38,and
0300-241-15;("Property"},more particularly described in Exhibit"A"attached hereto and
incorporated mein by reference.
I A Incomplete Legal Description.If the legal description of the Property is not complete
or is inaccurate,this Agreement shall not be invalid and the Iegal description shall be completed or
corrected to meet the requirements of the Title Company(as defined in Section 2.5 below)to issue
the Title Policy hereinafter described.
L5 Agreement of Purchase and Sale.Seller agrees to sell to Buyer and Buyer agrees to
purchase from Seller,upon the terms and for the considerations set forth in this Agreement,Sellers
fee interest in the Property.
1.6 Other Grants.It is agreed that Seller,or its successors in interest,will not grant an
interest in the Property,or any part thereof;,including,but not limited to,a fee simple interest,
easements,lease or any other conveyances and/or construct improvements or make changes upon or
to the Property during the period between the Effective Date and the Clue of Escrow,as such term is
defined below.
1.7 Possession.Seller agrees that the Property will be available to Buyer and free from all
tenancies and occupants upon the Close of Escrow.
1.8 As is.Buyer is to purchase the Property"as is,"that is,in its present condition,
and except for those representations and warranties set forth in this Agreement,Seller makes no
representations or warranties regarding the condition of the Property.
L9 Due Diligence.On or before the date that is thirty-five(35)days from the
Effective Date("Contingency Date"),Buyer shall have the right to perform,in its sole discretion,
its due diligence review oftlsc condition of Property and all other matters concerning the
Property,including without limitation,economic,financial,and accounting matters relating to or
effecting the Property or its value,and the physical and environmental condition of the Property.
On or before the Contingency Date,Buyer shall deliver written notice to Seller accepting the
Property,or terminating this Agreement.If Buyer fails to give such notice on or before the
Contingency Date,Buyer shall be deemed to have accepted the Property and procecd with this
AgreemerrL
1.10 Ratification.On or before the Contingency Date,this Agreement is subject to the
approval and ratification by the Buyer's Board of Directors.In the event the Buyer`s Board of
Directors fails to approve this Agreement:(i)there shall be no liability on the part of the Buyer;(int)
dais Agreement shall become null and void and of no further force and eft and(iii)Escrow Holder
shall cancel the Escrow immediately and return all money andtor documents to the respective party.
,r ARTICLE 11
PURCHASE PRICE,,TITLE AND ESCROW
2.1 Purchase Price and Deposit Buyer shall pay to the Seller the sum of two million,
five hundred fifty two thousand,five hundred and no/100 Dollars($2,552,500.40)("Purchase
Price")for the Property.Within five(5)days of the Effective Date,Buyer shall deposit the sum
of One Thousand Dollars($1,000.00)in Escrow(as defined below)(the"Deposit").The Deposit
shall be refundable until 11;54 p.m.Pacific Standard Time on the Contingency Date,and shall be
applicable to the Purchase Price at the Close of Escrow.The Purchase Price shall represent full
and complete compensation for all rights and interests being acquired herein by Buyer,
including,without limitation,real property and such other compensation,damages and benefits,
excluding those identified in Section 3.5 of this document.The Purchase Price,after application
of the Deposit,shall be payable to Seller,upon the Close of Escrow,in immediately available
funds in accordance with the provisions and requirements of this Agreement.
2.2 Land Transaction Costs
2.2.1 Sellers will pay, in accordance with their percentage interest in the
Property, Redlands Conservancy One Hundred Two Thousand Dollars ($102,100.40)
("Cost Reimbursement")out of escrow proceeds to reimburse Redland's Conservancy for
some of the costs in acquiring the Property,which are over and above any costs of Buyer,
which.Buyer is required to pay under the provisions of this Agreement
2.2.2 In the event that an Individual Seller believes that the Purchase Price for
the Property is below fair market vale at the time of closing,an Individual Seller may
elect to make charitable contribution of land value to Buyer equal to all or a portion of
the difference between the Purchase Price and fair market value of the interest of that
Individual Seller.The Individual Seller may obtain a"qualified"appraisal as defined
under the Internal Revenue Code and shall be responsible for compliance with all laws
and rules of the IRS related to claiming the contribution.Buyer makes no
representation to the electing Individual Seiler as to the tax consequences of such an
election.An electing Individual Seller will obtain independent tax counsel and be
solely responsible for compliance with the gift value substantiation requirements of the
Internal Revenue Cade and California.Franchise Tax Board.At the electing Individual
Seller's option and after Buyer purchases the Property,Buyer agrees to promptly
complete Part W(Donne Acknowledgement)of IRS Form 8233(Non-cash Charitable
Contributions)upon receipt of a completed Form 8283 from Seller(Part III,Declaration
of Appraiser,may be completed upon return of Form from Buyer).
2.3 Escrow.Upon execution of this Agreement by the parties,Buyer shall open an
escrow("Escrow")with Chicago Title,San Bernardino,California,Dan Dalin,Title Officer for the
purpose of consummating this Agreement.The parties hereto shall execute and deliver to Escrow
Voider such escrow instructions prepared by Escrow Holder as may be required to complete this
transaction.Any such instructions shall not conflict with,amend,or supersede any provision of this
Agreement If there is any inconsistency between such instructions and this Agreement,this
Agreement shall control.
2.4 Conduct of Escrow.Escrow Holder is hereby authorized and instructed to conduct the
Escrow in accordance with this Agreement,applicable law,custom and practice of the community m
which Escrow holder is located,including any reporting requirements of the State of California and
the Internal Revenue Service.
2.5 Seller shall cause Chicago Tide to prepare and shall be delivered to Buyer a
Preliminary Tide Report,setting forth all liens,encumbrances,easements,restrictions,
conditions of record.Buyer shall,within thirty(30)days of receipt of the Preliminary Title
Report,but in no case after the Contingency Date,to give written notice to Seller of any defects
in or objection to the title so evidenced. Seller shall,within thirty(30)days of receipt of said
notice("Cure Period"),but in no case after the Contingency Date,clear the title of the defects
and objections so specified. In the event Seller fails to clear the title of the defects and
objections contained in Buyer's notice within the Cure Period,Buyer shall have the option
exercisable by written notice to Seller to either(tI)terminate the Agreement,or(ii)accept the
Property subject to the defects and objections so stated. Buyer's failure to provide written notice
to Seller shall be deemed a continuing disapproval of condition of title.
r�rzu
(b) rok conveyed to Buyer be five of lid, eneumbrance,% essemeuts,
restrictions, ' and conditions ofrecordor'knom to Seller,otbarthaa the following
(1) cwrentpmpertytwwk
(2) �rsa►amfs„ '` ,re ,�lpublieutr"l�y of
if any,provided the same de not adversely afta alte continued um ofthe property far the
'purposes for wbh*it is preseettly being us4 unless reasonably disappoved,byyBuyer m
wrWag ` 1" M)calendar days ofteocipt ofa atmort prefitair ctyy report butm
no case after the Comingmey
2.6. Condition of Title Seller shalt convey thtk to the Property to Buyer as evidenced by
a CLTA.Owners standard ftm of ride Insurance(tbe"ride,policy#)in an amount eco to ft
Purchm Prior issued,by Chicago Tits(ft"Title Company").The title shall be c onveyod seri the
Tide Policy,shall show title to the property,vest in the Beye4 subject only to the following
metes amding the conditicsns of me
a. Allen to secure payment ofreal property taxes and assessments,not delinquent;
b. Alien of'supplentental taxes with rem to periods ataft Close of Escrow;
c. The ex (Wosd by dor Proliimmary Title Report which are awed by
Buyer pursuant to this Agreement.
2.7. If a suppletowtal report is issued prior to the Close of Escrow which shows,new
matters,Buyer reserves the right to roqahe any new manors removed from the Tide Policy.Seller
agrees to assist with the removalufthe now matters,
2.8 Reports;,Studies and Agmements.Widnln three(3)calendar clays of the EM=dw
Bate,Seller shall provide BuyFor with copies of any rept,studio4heaps or apecruents affiwft
the Property which the Seller have in their possessim including but not limited to get finical
and soils reports,surveys,envuonmemal reports,and other Le ss,studies,maps or agrcemercts
affocting the Pwperty
ARTICLE III
CLOSING
3.1 Cl osiv&Subject to dee satin of any confiagendes descrt'bod herein,Escrow
Holler snail close this Escrow-by recording the Grant Deed amwbed bexclo as Exhibit W,and
by4isbursingthe fixuds and d ocunrener in weardance with this Agrcement
3.2 Closing Date.Fsr.row shall otiose on,or before the date that is thirty-fm(35)days
from n the Contingency Gran(°Mose of Escrow"),but in no caw later than fiber 31,2017, `
unless a notice to exercise the option to end the Close of Escrow is timely received from
Buyer,the Escrow will a mat cally-be Wiled.
3.3. Option to Eirenct Closing elate. Buyw shall have the option to extend the Clow
of Escrow up to and including April 1,2013 by giving to Mier written notice prior to the and
of#tom Contingency Paiod,of this election to cdmd the Close of Escrow. Upon giving the
Notice to extend the Close of Escrow the pnrebw price provided in paragraph 2.1°shall be
incre ed by the sum of One Hundred Twenty Thousand and no/100 Dollars($120,00040),
40),
which shall be payable Forty Thousand Rollers( „ell 0,00)to each salter
3.4. Closing;
3.4.1 SeRLT,prior to the Close of Escrow, deliver to Escrow Holder each of
the foil the deliveryofeach of i droll be a cx ditkm to the pert ormance:
by Bayer of its obligationsundef this Apre em:
- (a) TU Gram Deed,duly executed and adwowledged,•and
(b) All additional'documents, hnstrm eats and sums'which may be
reas7;,//7
far the Close df Escrow arrd to cansuttmsatc'de salea
s r
Ffli?42
of the Property in accordance with the terms of this Agreement.
3.4.2 Buyer,prior to the Close of Escrow,shalt deliver to Escrow Holder each of
the following items,the delivery of each of which shall be a condition to the performance
by Seller of its obligations under this Agreement:
(a) The Purchase Price;and
(b) All additional documents and instruments which may be reasonably
necessary for the Close of Escrow and to consummate the sale of the Property
in accordance with the terms of this Agreement
3.5 Mortgages and Deeds of Trust Any and all monies payable under this Agreement,
up to and including the total amount of unpaid principal and interest on any now secured by a
mortgage or deed of trust, or other security, instrument if any, shall, upon demand, be made
payable to the mortgagee or beneficiary entitled thereunder, and such mortgagee or beneficiary
shall be requited to furnish Buyer with good and sufficierd receipt showing said monies were
credited against tate indebtedness secured by said mortgage, deed of trust, or other security
instrument Escrow Holder shall! notify the Title Company of such payments and secure and cause
any necessary full.or partial conveyances to be prepared,signed and recorded as required by the
title company to eliminate any encumbrances or-exceptions- fioo the-Tide Policy issued
pursuant to this Agreement.
3.6 Taxes,Title,and Escrow Costs.Buyer and Seller shalt each pay one half of all costs
for the Tine Policy, all recording costs incurred herein,all reconveyance foes, trustees fees, or
forwarding fees, and any prepayment charges for any trill or partial reconveyance or full or
partial release of any mortgage or deed of trust,and any escrow fees.
3.7. Proration. All real property taxes and assessments encumbering the Property
shall be prorated by Escrow Holder as of the Close of Escrow,based upon the Iatest available
real property tax information. If after the Gose of Escrow, the parties determine that the
prorations by Escrow Holder were erroneous for any reason whatsoever, then they shall
reprorate all real property taxes and assessments between themselves using the sante formula
used by Escrow Holder in making the prorations as of the Close of Escrow.
3.8 Brokerage Commissions. The parties acknowledge that neither party has been
represented by a real estate broker with respect to this transaction,
3.9 Closing Statement Seller hereby authorizes and instructs Escrow Holder to release
a copy of Seller's closing statement to Buyer,the purpose being to ascertain if any reimbursements
are due Seller.
ARTICLE N
RIGHT OF ENTRY AND DAMAGE TO PROPERTY
4.1 Right of Entry.After the execution of this Agreement by the parties,and during the
Contingency Period,Seller grants to Buyer,its agents,employees or nominees,the right to enter into
and upon the Property for the purpose of conducting a Phase I Environmental Site Assessment(the
"Phase I'%soil testing,environmental and engineering studies,and such further engineering,grading,
archeological,geological or survey work as may be required by the Buyer.Buyer shall give Seller
reasonable notice ofsuch entry,and shall not tmreasonaily interfere with any occupant's use of the
Property or any of Seller's other operations on the Property_Buyer shall restore the Property to
substantially its same condition as it existed immediately prig to any such tests-Buyer shan keep the
Property fee and clear of any liens or encumbrances that may arise out of Buyers inspection of and
activities on the Property.All costs,expenses,liabilities or charges incurred in or related to the
performance of any and all such studies and work on the Property shall be at the sole cost and
expense o f and shaft be paid by,Buyer.The right to enter the Property shall be co-extensive with the
period during which Escrow is open,or any extension thereof.Should the Phase I studies identify
issues that need to be remediated,the Seller must address those issues,subject to the right of Seller
to terminate this agreement if Seller's are unwilling to pay the cost of any such issues.
4.2 Material Change,Destruction or Damage.Seller warraruts that there shall be no
material change in the condition ofthe Property prior to the Close of Escrow unless such change has
been app ' writ' by Buyer.Tt�closing of this Escrow is contingent upon the fact that no
material ch e o d with to the Property that has not been approved in
E"�pix
writing by Buyer.For purposes of this Agreement,a"material change"shall be a change in the status
of the use,title,occupancy,or condition of the Property that occurs subsequent to the Effective Date
of this Agreement.In the event there is a material change to the Property after the Effective Date.
Buyer may elect to(i)pursue any and all remedies available at law or in equity in the event the
material change is a default by Sellet;(ii)terminate the Agreement and receive a refund of any
earnest money,or(iii)proceed with the closing and purchase the Property with a credit against the
Purchase Price otherwise due hereunder equal to the amount of any insurance proceeds actually
collected by Seller prior to the Close of Escrow as a result of any such material change,plus the
amount of any insurance deductible or any uninsured amount or retention.Seller shall maintain a
casualty insurance policy with respect to the Property in full force and effect until the Close of
Escrow.
ARTICLE V
WAIVER AND RELEASE
5.1 .Acknowledgment of Full Benefits.Upon the Close of Escrow,Seller,on behalf of
itself and its heirs,executors,administrators,successors and assigns,hereby acknowledges that this
Agreement provides full payment for the acquisition of the Property by the Buyer,and Seller hereby
expressly and unconditionally waives any and all claims for damages or any other compensation or
benefits,other than as already expressly provided for in this Agreement
5.2 Acknowledgment of Just Compensation.Upon the Close of Escrow and except as
providcd in Section 2.2,the parties acknowledge and agree that the consideration paid to Seller shall
be deemed the fair market value and total amount of"Just Compensation"for the Property.Upon the
Close of Escrow,Seller,on behalf of itself and its heirs,executors,administrators,successors and
assigns,hereby fully releases the Buyer,its successors,agents,representatives,and assigns,and all
other persons and associations,known or unknown,from all claims and causes of action by reason of
any damage which has been sustained,or may be sustained,as a result of the Buyer's efforts to
acquire the Property or to construct works of improvement thereon,or any preliminary steps thereto.
3.3 Waivers. Upon the Close of Escrow Seller waives the right to further and
greater compensation and to have the adequacy of compensation determined in a court of law or
equity, by a judge or a jury. Seller understands and knowingly agrees that this waiver shall
extend to constitutional claims of whatever kind or nature that may be brought under the
California and United States Constitutions and the federal civil rights statutes including,without
limitation,claims arising under 42 U.S.C.Section 1983.Upon the Close of Escrow Seller further
waives the right to raise affirmative defenses and to attack by way of answer, complaint or
collaterally, the Buyers right to acquire the property for public uses and purposes, and to
challenge the findings made in any resolution of necessity.
5.4 Enforcement.
5.4.1 BUYERS DEFAULT IF BUYER FAILS TO COMPLETE THE PURCHASE
OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY
DEFAULT OF BUYER,SELLER'S SOLE REMEDY SHALL BE TO TERMINATE THIS
AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND
SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO
BUYER BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND
EX'T'REMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY
SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED.BUYER
AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF
THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYERS
DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT, WHICH SMALL BE THE FULL,AGREED AND LIQUIDATED DAMAGES-
TIM PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED
DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE
MEANING OF CALIFORNIA CIVIL, CODE SECTIONS 3275 OR 3369, BUT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTIONS 1671t 1676 AND 1677.
Sale I trials Buyer
101712
5.4.2 SELLERIS DEFAULL IN THE EVENT OF A DEFAULT 13Y SELLER UNDER
THIS AGREEMENT,THE BUYER MAY ELECT TO TERMINATE THIS AGREEMENT
(WITHOUT WAIVER.OF ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO
BUYER AT LAW OR IN EQUITY IN WHICH EVENT ESCROW OR TITLE COSTS
PAID BY THE BUYER,INCLUDING WITHOUT LIMITATION,THE DEPOSIT,WILL
BE REFUNDED AND REIMBURSED TO THE BUYER ry MEDIATELY BY ESCROW
HOLDER,AND SELLER WILL PAY ANT ESCROW CANCELLATION FEES DUE TO
ESCROW HOLDER; OR BUYER MAY PROCEED TO CLOSE THE ESCROW, AND
BUYER WILL HAVE ALL OTHER RIGHTS AND REMEDIES AVAILABLE TO THE
CONSERVANCY AT LAW OR IN EQUITY,INCLLTrING WITHOUT LIMITATION,THE
RIGHTS_ Y ENF CE THIS AGREF.MEAs"T.
. Se cis ffifials Buyer
These acknowledgments,waivers and releases shall survive the Close of Escrow.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1 Seller Representations,Warranties and Covenants.Each Individual Seller hereby
represents,warrants and covenants to Buyer as of the dame of this Agreemeut,and upon the Close of
Escrow,as follows,all of which shall survive the Close ofEscrow
6.1.1 Aunty:Each Individual Seller is the owner of the Property and has the
full right, power and authority to sell, convey and transfer the Property to Buyer as
provided herein, and to perform Each Individual Seller's obligations hereunder. The
person signing this Agreement and any documents and instruments in connection
herewith on behalf of each Individual Seller has fifth power and authority to do so.
6.1.2 BoaThere are no attachments, assignments for the benefit of
creditors, receiverships, conservatorships or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by each Individual Seller or
filed by each Individual Seller, or to the best of each Individual Seller's knowledge,
pending in any current judicial or administrative proceeding against each Individual
Seller.Further,each Individual Seller has no notice or knowledge that any tenant of the
Property is the subject of a bankruptcy proceeding.
6.1.3 Other Aereemersts: Each Individual Seller has not entered into any other
written contracts or agreements for the sale or transfer of any portion of the Property.
6.1.4 Condition of Ptonerty:Each Individual Seller has warrants and covenants
that through the date possession is made available to Buyer, the Property shalt be
maintained in the same condition as upon the Effective Date.
6.1.5 Violation of Codes:Each Individual Seller has warrants that each Individual
Seller has no knowledge of any notice of any violations of city, county, state, federal,
building,zoning,fire,health codes or ordinances,or other governmental regulations filed or
issued against the Property. Each Individual Seller further warrants that it has no
knowledge of any aspea or condition of the Property which violates applicable laws rules,
regulations, codes, or covenants, conditions or restrictions, or of improvements or
alterations made to the Property without a permit where one was mIu fired, or of any
unfulfilled order or directive of any applicable governmental agency,or of any casualty
insurance company that any work, investigation, remediation, repair, maintenance or
improvement is to be performed on the Property.
6.1.6 Maintenance of the Properly: Except as provided in other provisions
hereof dealing with destruction,damage or loss,Seller shall maintain the Property until
the Close of Escrow in the same condition as upon the Effective Date.
6.1.7 To the best knowledge of the Seller,no one will,at the
Close of Escrow,have arty right to possession of the Property superior to the right of the
Buyer-
-e 6 1.8 Actions.To the best of each Individual Seller's knowledge no actions suits,
r dung or threatened before any governmental department,
�riicx+ r 6 gay,,.
101:22
commission, board, bureau, agency, court, or instrumentality that would affect the
Property.
6.1.9 Notice of Changes: Each Individual Seller shall promptly notify Buyer in
writing of any material change affecting the Property that becomes known to each
Individual Seller prior to the Close of Escrow.
The material truth and accuracy of the foregoing representations and warranties shall be a
condition of Buyer's obligations hereunder. At least five(5)calendar days prior to the Close of
Escrow,Seller shall notify Buyer,in writing,of any&cts or circumstances which arc contrary to
the foregoing representations and warranties.
ARTICLE VII
BUYER'S REPRESENTATIONS AND WARRANTIES
7.1 Buyers Representations and Warranties.Buyer hereby represents,warrants and
covenants to Seller as of the date of this Agreement,and upon the Close of Escrow,as follows,all
of which shall survive the Close of Escrow.
7.1.1 Authori :Buyer is a non-profit conservation entity 501(c)(3)and has the
full power and authority to enter into and carry out the agreements contained in,and the
transactions contemplated by this Agreement. The persons signing this Agreement and
any documents and instrrtmtems in connection herewith on behalf of Buyer have full
power and authority to do so.
7.1.2 Bankruptcy:There are no attachments,assignments for the benefit of
creditors,receiverships,conservatorships or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by Buyer or filed by Buyer,
or to the best of Buyer's knowledge,pending in any current judicial or adminisftativc
proceeding against Buyer.
The material truth and accuracy of the foregoing representations and warranties shall be a
condition of Seller's obligations hereunder.At least five(5)calendar days prior to the Close of
Escrow,Buyer shall notify Seller of any facts or circumstances which are contrary to the foregoing
representations and warranties.
ARTICLE VIII
DEFAULT AND TERMINATION
8.1 Default A party shall be deemed in default hereunder if it fails to meet,comply
with,or perform any covenant,agreement,or obligation on its part required within the time limits
and in the manner required in this Agreement for any reason other than a default by the other party
hereunder or termination of this Agreement prior to Close of Escrow.
8.2 Opportunity to Cure.No act,failure to act,event or circumstance which might be
deemed to be a default by either party shall be deemed to be a default under any of the provisions of
this Agreement,unless and until,notice thereof is first given by the non-defaulting party to the Ply
alleged to be in default and said party fails to cure the alleged default within fifteen(15)calendar
days in the case of a non-monetary default,or five(5)calendar days in the case of a monetary
default
8.3 Termination upon Default After notice and an opportunity to cure,if the defaulting
Party fails to cure the default,the wort-defaulting party may terrrizrate this acquisition by gi-,ing
written notice to the defaulting party and the Escrow Holder.Upon receipt of the notice to terminate,
the Escrow Holder shall immediately cancel the Escrow and return all money and/or documents to
the respective party.
8.4 Buyces Termination.If Buyer exercises its rights under this Agreement to terminate
this acquisition,Buyer shall provide written notice to the Seller and Escrow Holder.Upon receipt of
said notice,Escrow Holder shall immediately cancel the Escrow and return all money and/or
docu rnents to the respective party.
ARTICLE IX
MUTUAL AGREEMENTS
9.1 Soil Inspection.At any time prior to the Contingency Date,Buyer shall have the
right to ob a sal report concerning the Property.Said report shall be obtained at Buyer's
discretio se over indemnify curt hold Seller ltsarmless from any liability arising
fi}r'f2
.. � w. ...ley. ...... .. ....., ...
from Buyer's soils investigation and keep the property free from any liens,including mechanics liens,
arising from persons or agents authorized to perform such soils investigation on-behalf of Buyer shall
restore the Property to substantially its same condition as it existed immediately prior to any such tests
Buyer.
9.2 ter Agreements Affecting Property.Seller and Buyer have entered into this
Agreement upon the belief that there are no other agreements,which will affect the Property beyond
the CIose of Escrow.If Seller determines that such agents or exceptions exist which are not
revealed herein,Seller shall provide Buyer with a c apy immediately upon Seller's learning of its
existence.Buyer may thereafter,prior to the Close of Escrow,either terminate this acquisition or
modify the Purchase Price.After Close of Escrow,Seller shall be liable to Buyer for any damage or
expense including attorney's fees and costs incurred by Bayer by reason of such undisclosed
agreements.Seller shall further indemnify and defend Buyer as necessary so that Buyer may use the
Property for the contemplated public use.
ARTICLE X
HAZARDOUS SUBSTANCES
10.1 Hazardous Substances Disclosure. The Property is subject to a disclosure as
designated under Section 23359.9 of the Health and Safety Code,whereby Seller is required to
disclose if there are any hazardous substances,as defined in Health and Safety Code Section
25316,et seq.,located on or beneath the property or adjacent thereto.It is understood and agreed
between Buyer and Seller that closing of this Escrow is subject to and contingent upon receipt and
approval of a written disclosure by Seller. Said review and approval will not be unreasonably
withheld or delayed by Seller.
10.2 Hazardous Substances.Each Individual Seller represents and warrants that it does not
have knowledge of the existence or prior existence of any hazardous substances on the Property.
In addition,Seller has no actual knowledge of the existence or prior existence of any above or
below ground storage tank or tanks on the Property.
10.3 Hazardous Substance Conditions Report. Buyer shall have the right to obtain a
Hazardous Substance Conditions report(s)or other environmental studies concerning the Property
and relevant adjoining properties. Such reporks) will be obtained at Buyer's discretion and
expense. If Buyer elects to secure such reports,Buyer shall use reasonable diligence to obtain
such a report on a timely basis.If Seiler has such a report,they shall provide Buyer with a copy
thereof.If Seller has knowledge of any hazardous substance condition report that was prepared by
any other person or entity including any governmental agency,Seller shall inform Buyer of the
existence of such a report and its location within.fifteen(15)calendar days from the Effective
Date.Buyer shall restore the Property to substantially its same condition as it existed immediately
prior to any such tests performed by Buyer
10.4 Hazardous Substances Defined "Hazardous Substances" for purposes of this
Agreement mall meaty and refer to any(a)hazardous or toxic wastes,materials or substances or
chemicals and other pollutants or contaminants which are or become regulated by applicable
local,state,regional and/or federal orders,ordinances,statutes,rides,regulations(as interpreted
by judicial and administrative decisions)and laws,(b)asbestos,asbestos-containing materials or
area formaldehyde, (c) polychlorinated biphenyls, (d) flammable, explosive, corrosive or
radioactive materials, (e) medical waste and bioc:honnical, (f) gasoline, diesel, petroleum or
petroleum by-products, (g)lead-based paint or(h)any substance set forth in Health and Safety
Code Section 2530,et seq, or whow nature and/or quality of existence, use, manufacture or
effect render it subject to federal,state or local regulation,investigation,remediation or removal
as potentially injurious to public health or welfare. A "Hazardous Substances Condition" for
purposes of this Agreement is defined as the existence on,under or relevantly adjacent to the
Property or a Hazardous Substance that would or could require remediation and/or removal under
applicable federal,:state or local law.
10.5 Hazardous Substances During Inspection Period. If conditions suggesting the
presence of Hazardous Substances are discovered before the Contingency Date, Buyer may,
within twenty(20)days of the discovery of such conditions, perform further tests to determine
whether such Hazardous Substances constitute contamination.Ity after such tests are completed,
Buyer cannot determine whether such Hazardous Substances constitute contamination, or if
remediation of Hazardous Substances is required,thea,within ten(10)days of discovery of such,
Buyer shall pmvid o Seiler written notice of said potential contamination or necessary
remediati pp�11 shall ohm all necessary remediation. In the event that Seller is
r � �
3Ef'� sf �� 6syEr
tot7L
obligated to perform any remediation prior to the Contingency Date,the Contingency Date shall
be extended on a day-today basis during the period of time that such remediation is being
performed,but in no case beyond December 31,2012,unless Buyer exercises its option to extend
the Close of Escrow date.
10.6 Hazardous Substances Discovered After Contingency Date. In the event that
conditions suggesting the presence of Hazardous Substances(other than those discovered prior to
the Contingency Date) Buyer may provide Seller written notice of said contsmmination or
necessary remediation and Seller shall perform all necessary remediation,subject to the right of
Seller to terminate this agreement if it disapproves the cost of any such remediation.In the event
that Seller is obligated to perform such remediation and Seller does not elect to terminate this
agreement,the Closing Date shall be extended on a day-to-day basis,during the period of time
that such remediation is being perforated, but in no case beyond December 31, 2012, unless
Buyer exercises its right to extend the Close of Escrow date.
ARTICLE XI
MISCELLANEOUS
11.1 Exhibits.All Exhibits attached hereto are a part of this Agreement for all purposes
and are incorporated herein.
11.2 Assignment. Seiler shall not assign this Agreement nor any rights under this
Agreement without the prior written consent of the Buyer.Buyer shall have the right to assign this
Agreement and any rights hereunder at any tithe after the Contingency Date provided that Buyer
shall pay any and all costs and expenses arising out of Buyer's assignment and Seller shall not
incur any additional expenses or be obligated to provide any additional environmental reports
affecting the Property.Buyer shall only assign this Agreement to a public agency or a non-profit
organization for the overall long term purposes of conservation and recreation-
11.3 Binding Effect.This Agreement shall be binding upon and inure to the benefit of
Seller and Buyer,and their respective successors,heirs,agents and permitted assigns.
11.4 Captions.The captions,headings,and arrangements used in this Agreement are for
convenience only and do not in any way affect,limit,amplify,or modify the terms and provisions
hereot~
11.5 Number and Gender of Words. Whenever herein the singular number is used,the
same shall include the phtrat where appropriate,and words of any gender shall include each other
gender where appropriate.
11.6 Governing Law and Verme. The laws of the State of California shall govern the
validity,construction,enforcement,and interpretation of this Agreement.All claims,disputes and
other matters in question arising out of or relating to this Agreement,or the breach thereof shall be
decided by proceedings instituted and litigated in the state court in the County of San Bernardino,
and the parties hereby waive all provisions of law providing for a change of venue in such
proceedings to any other county.
11.7 Amendments. This Agreement may be amended or supplemented only by written
documents signed by the parties.
11.8 Notices.All notices,terminations,waivers and other communications hereunder shall
be in writing and shall be delivered personally, by facsimile or shall be sent by registered or
certified Unified States mail or a nationally recognized,overnight courier service,postage prepaid,
and addressed as follows:
Buyer Seller
The Redlands Conservancy Ralph L Thompson,Jr.,Tntstee
PO Box 855 P.O.Box 1085
Redlands,CA 92373 Redlmu*CA 92373
Attn:Shirli Leonard
Any notice in accordance herewith shall be deemed received when delivery is received or refused,
as the rasebe. ices may given by telephone facsimile trmismission,provided that an
original o s on be delivered to the addressee by a nationally recognized
?4i7l4
overnight delivery service on the business day following such transmission.Telephone facsimiles
shall be deemed delivered on the dale of such transmission.
11.9 Entirety.This Agreement embodies the entire agreement between the parties and
supersedes all prior written or oral agreements and understandings, if any, between them
concerning the subject matter contained herein. There are no representations, agreements,
arrangements, or understandings, oral or written, between the parties hereto, relating to the
subject matter contained in this Agreement which are not frilly expressed herein.
11.10 Severability.If any of the provisions of this Agreement,or its application to any parity
or circransta=,is held to be illegal,invalid,or unenftirceable under present or f atare laws,such
provision shall be fully severable This Agreement shall be construed and enforced as if such illegal,
invalid,or unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall remain in full force and effect and shall not be
affected by the illegal,invalid,or unenforceable provision or by its severance from this Agreement
In lieu of such illegal,invalid,or unenforceable provision,there stmll be added automatically as a
part of this Agreement,a provision as similar in terms to such illegal,invalid,or unenforceable
provision as may be possible to make such provision legal,valid,and enforceable.
11.11 Further Acts.In addition to the acts and deeds recited herein and contemplated
and performed, executed andlor delivered.by Seller and Buyer,Seller and Buyer agree to
perform,execute and/or deliver or cause to be performed,executed and/or delivered at the
CIose of Escrow or after the Close of Escrow any and all such further acts, deeds, and
assurances as may be necessary to consummate the transactions contemplated herein.
11.12 Construction No provision of this Agreement shall be construed in favor of,or
against,any particular party by reason of any presumption with respect to the drafting of this
Agreement; both parties, having the opportunity to consult legal counsel, having fully
participated in the negotiation of this Agreement.
11.13 Time of the Essence.It is expressly agreed by the parties hereto that time is of
the essence with respect to each and every provision of this Agreement
11.14 Waiver of Covenants,Conditions or Remedies.The waiver by one party of
the performance of any covenant,condition or promise,or of the time for performing any act
under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by
such party of any other covenant,condition or promise,or of the time for performing any other act
required under this Agreement The exercise of any remedy provided in this Agreement shall not
be a waiver of any other remedy provided by law,and the provisions of this Agreement for any
remedy shall not exclude any other remedies unless they are expressly excluded.
11.15 Survival of Warranties.All of the warranties;representations,covenants and
agreements of the parties hereto contained in this Agreement shall survive the Close of Escrow.
Buyer:
The Redlands Conservancy
A California non-profit public
benefit corporation
By:
Sellers:
Lice Oak Associates,LLC Ralph and Carolyn Thompson Living Trust
A California Limited Liability Company doled June 30,1982
By: By:
Ralph 1.Thompson,Jr.,Trustee
Ellsworth E.Wareham Family Revocable By:
1981 T Carolyn L'Thompson,Trustee
By: z—
�.',dkxi'fniuss i Ekmr
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement("Agreement")is entered into effective October 15,2012
("Effective Date"),by and between TETE REDLANDS CONSERVANCY,a California non-profit
public benefit corporation('Buyer")and Live Oak Associates LLC,Ralph and Carolyn Thompson
Living Trust dated Tune 30,1982,Ellsworth E.Wareham Family Revocable 1981 Trust.In
consideration of the mutual covenants and agreements,the parties agree to the following tam and
conditions.
ARTICLE I
AGREEN ENT OF SALE
1.1 Parties'Status. Buyer is a California non-profit public benefit corporation with the
power to acquire real and personal property.
1.2. Seller's Ownership Interest. Live Oak Associates LLC(60%),Ralph and Carolyn
Thompson Living Trust dated Time 30,1982(20%k Ellsworth E.Warcham Family Revocable 1481
Trust(200%)referred to herein collectively as"Seller"and as to each ownership interest as
"Individual Seller".
1.3 Property.Seller owns certain real property consisting of approximately 172 acres of
land located in Redlands,California,bearing Assessor Parcel Nos.0300231-31,0300-231-38,and
0300-241-15;{"Property"),more particularly described in Exhibit"A"attached hereto and
incorporated herein by reference
IA Incomplete Legal Description.If the legal description of the Property is not complete
or is inaccurate,this Agreement shall not be invalid and the legal description shall be completed or
corrected to meet the requirements of the Title Company(as defined in Section 2.5 below)to issue
the Title Policy hereinafter described.
1.5 Agreement of Purchase and Sale.Seller agrees to sett to Buyer and Buyer agrees to
purchase from Seller,upon the terms and for the considerations set forth in this Agrectnem,Sellers
fee interest in the Property.
L6 Other Grants.It is agreed that Seller,or its successors in interest,will not grant an
interest in the Property,or any part thcreot including,but not limited to,a fee simple interest,
easements,lease or any other conveyances andfor construct improvements or make changes upon or
to the Property during the period between the Effective Date and the Close of Escrow,as such term is
defined below.
1.7 Possession_Seller agrees that the Property will be available to Buyer and free from all
tenancies and occupants upon the Close of Escrow,
1.8 As Is.Buyer is to purchase the Property"as is,"that is,in its present condition,
and except for those representations and warranties set forth in this Agreement,Seller makes no
representations or warranties regarding the condition of the Property.
1.9 Due Diligence.On or before the date that is thirty-five(35)days from the
Effective Date("Contingency Date"),Buyer shall have the right to perform,in its sole discretion,
its due diligence review of the condition of Property and all other natters concerning the
Property,including without limitation,economic,financial,and accounting matters relating to or
effecting the Property or its value,and the physical and environmental condition of the Property.
On or before the Contingency Date,Buyer shall deliver written notice to Seller accepting the
Property,or terminating this Agreement,If Buyer fails to give such notice on or before the
Contingency Date,Buyer shall be deemed to have accepted the Property and proceed with this
Agreement.
1.10 Rat cation.On or before the Contingency Date,this Agreement is subject to the
approval and ratification by the Buyer's Board of Directors.In the evera the Buyer's Board of
Directors fails to approve this Agreement:(i)there shall be no liability on the part of the Buyer,(ii)
this Agreement shall become null and void and of no further force and effect,and(iii)Escrow Holder
shall cancel the Escrow immediately and return all money and/or documents to the respective party.
ARTICLE II
5aikn tnitiaiv �-.-.•._..�..� H�,var
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PURCHASE PRICE n 11E AND ESCROW
2.1 Purchase Price and Deposit_Buyer shall,ay to the Seller the sum of two million,
five haat ed fifty two thousand.five hundred and no;I00 Dollars(52,552,500.00)("Purchase
Price')for the Property.Within five(5)days of the Effective Date,Buyer shall deposit the sum
of Onc Thousand Dollars(S1,000.00)in Escrow(as defined below)(the'Deposit").The Deposit.
shall be refuadabk until 11:59 p.m.Pacific Standard Time on the Contingency Date,and shall be
applicable to the Purchase Price at the Close of Escrow. he Purchase Price shall represent full
and complete efltnpcnsatioo`or all rights and interests being acquired herein by Buyer,
including,without limitation.real property and such other compensation,damages and benefits,
excluding those identified in Secxioa 15 of this doctunent.The Purchase Price,after application
of the Deposit,shall be payable to Seller,upon the Close of Escrow,in immediately available
fluids In accordance with the provisions and requirements of this Agreement.
22 Land Transaction Crests
2.1.1 Sellers will pay, in accordance with their pereetmge unrest in the
Property, Redlands Conservancy One Hundred Tvvo Thausand Dollars (5102,100.00)
("Cost Rc ausemettt")out of escrow proceeds to reimburse Redlands Conservancy for
some of the costs In acquiring die Property,which are over and above any coats of Buyer.
which Buyer is required to pay under the provisions of this Agreement
2.2.2 In the event that to Individual.Seller believes that the Purchase Price fur
the Property is below fair market value at rhe time of closing,an Individual Seller may
elect to make charitable contribution of land value to Buyer equal to all or a portion of
the difference between the Purchase Price and fair market value of the Interest of that
Individual Seller.The Individual Seller may obtain a"qualified'appraisal es defined
under the Internal Revenue Code and shall be responsible for compliance with all laws
and rules of the IRS related to claiming the contribution.Boyer makes no
representation to the electing Individual Seller as to the tax consequences of such an
election An electing Individual Seller will obtain independent tax counsel and be
solely responsible for compliance with the gill value substantiation regnarrmrasss of the
Internal Revenue Code and California Franchise Tax Board.At the electing Individual
Seller's option and after Buyer purchases the Property,Buyer agrees to promptly
complete Part IV(Donee Acknowledgement)of IRS Form 8233(Non-cash Charitable
Contributions)upon receipt of a completed Form 82$3 nam Seller(Part III,Declaration
of Appraiser,may be completed upon return of Form from Buyer).
23 Escrow.Upon execution of this Agreemerd by the parties,Buyer shall open an
escrow("Escrow')with Chicago Tide,San.Bernardino,Catania,Dan Win,Tide Officer fpr the
poems a(consummating this Agreement The parties hereto shell execute and deliver to Escrow
Holder=ft escrow instructions prepared by Escrow Holder as may be required to complete this
transaction.Any such instructions shall not conflict with,amend,or supersede any provision of this
Agreement It'there is any incoesistency between such instructions and this Amt,this
Agreement shall control.
2.4 Conduct of Escrow.Escrow Holder is be etay authorized and€nsbucted to conduct the
Escrow In accordance with this Agrees,applicable law,custom and practice o f the commrmity in
which Escrow Holder is located,including any reporting requirements of the State of California and
the Internal Revenue Service.
25 Seller shall care Chicago title to pReparie and shall be delivered to Buyer a
Preliminary Title Report,setting forth all liens,cricumbnaicen canernents,restrictions.
conditions of resort Buyer stall,within thirty(30)days of receipt of the Preliminary Title
Report,but in no case after the Contingency Date,to give written notice to Seller of any defects
in or objection to the title so evidenced Seiler shall,within thirty(30)days of receipt of said
notice("Cure Period"),but in to case after the Contingency Bate,clear the title of the defects
and objections so specified in the event Seller fails to clear the dile of the defects and
objections contained in Buyer's notice within the Cure Period,Buyer shall have the option
exercisable by written notice to Seller to either(1)terminate the Agreement...or(ii)accept the
Property subject to the defects and objections so stated. Buyer's failure to provide written notice
to Seller shall be deemed a continuing disapproval of the condition of title.
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wren.
(b) Title conveyed to Buyer shall be free of liens, encumbrances, easements,
restrictions,rights and conditions of record or known to Seller,other than the follow ng:
(1) Current property taxes,
(2) Covenants,conditions,restrictions,and public utility easements of record,
if any,provided the sane do not adversely of&ct the continued use of the property for the
purposes for which it is presently being used,unless reasonably disapproved by Buyer in
writing within F"dbm(15)calendar days of receipt of a current preliminary report,but in
no case after the Contingency Date.
2.6. Condition of Title.Seller shall convey title to the Propem to Buyer as evidenced by
a CLIA Owner's standard form of Title Insurance(the"Title Policy")in an amount equal to the
Purchase Price issued by Chicago Title(the'Title Company").The title shall be conveyed and the
Title Policy shall show title to the Property vested in the Buyer,subject only to the following
matters affecting the conditions of title:
a. A lien to secure payment of real property taxes and assessments,not delinquent;
b. A lien of supplemental taxes with respect to periods affirm the Close of Escrou"
c. The exceptions disclosed by the Preliminary Title Report which are approved by
Buyer pursuant to this Agreement.
2.1. if a supplemental report is issued prior to the Close of Escrow which shows new
matters,Buyer reserves the right to require any new matters removed from the Tide Policy.Seller
agrees to assist with the removal of the new matters.
2.8 Reports, Studies and Agreements.Within three(3)calendar days of the Effective
Date,Seller shall provide Buyer with copies of any reports,studies,maps or agreements affecting
the Property which the Seller have in their possession,including but not limited to geotechnical
and soils reports,surveys,environmental reports,and other reports,studies,maps or agreements
affecting the Property-
ARTICLE III
CLOSING
3.1 Closing.Subject to the satisfaction of any contingencies described herein,Escrow
Holder shall close this Escrow by recording the Grant Deed attached hereto as Exhibit"B",and
by disbursing the funds and documents in accordance with this Agreemerrt-
3.2 Closing Date.Escrow shall close on or before the date that is tfrirty-five(35)days
from the Contingency Date("Close of Escrow'% but in no case later than December 31, 2012,
unless a notice to exercise the option to extend the Close of Escrow is timely received from
Buyer,the Escrow will automatically be canceled.
3.3. Option to Extend Closing Date. Buyer shall have the option to extend the Close
of Escrow up to and including April 1,2013 by giving to Seller written notice prior to the end
of the Contingency Period, of this election to extend the Close of Escrow. Upon giving the
Notice to extend the Close of Escrow the purchase price provided in paragraph 2.1 shall be
increased by the sum of One Hundred Twenty Thousand and no/100 Dollars($120,000.00),
which shall be payable Forty Thousand Dollars($40,000.00)to each seller.
3.4. Closing Documents.
3.4.1 Seller,prior to the Close of Escrow,shall deliver to Escrow Holder each of
the following items,the delivery of each of which shall be a condition to the performance
by Buyer of its obligations under this Agreement:
(a) The Grant Deed,duly executed and acknowledged;and
(b) All additional documents, instruments and sums which may be
reasonably necessary for the Close of Escrow and to consummate the sale
�fe 1
14I7i2
of the Property in accordance with the terms of this Agreement.
3.4.2 Buyer,prior to the Close of Escrow,shall deliver to Escrow Holder each of
the following items,the delivery of each of which shall be a condition to the performance
by Seller of its obligations under this Agreement:
(a) The Purchase Price,and
{b} All additional documents and 'instruments which may be reasonably
necessary for the Close of Escrow and to consummate the sale of the Property
in accordance with the terms of this Agreement
3.5 -Mortgages and Deeds of Trust.Any and all monies payable under this Agreement
up to and including the total amount of unpaid principal and interest on any note secured by a
mortgage or deed of trust, or other security instrument if any, shall, upon demand, be made
payable to the mortgagee or beneficiary entitled thereunder,and such mortgagee or beneficiary
shall be required to furnish Buyer with good and sufficient receipt showing said monies were
credited against the indebtedness secured by said mortgage, deed of trust, or other security
instrument Escrow Halder shall notify the Title Company of such payments and secure and cause
any necessary full or partial conveyances to be prepared,signed and recorded as required by the
title company to eliminate any encumbrances or-exceptions- from the-Title Policy issued
pursuant to this Agreement
3.6 Taxes,Title,and Escrow Costs.Buyer and Seller shall each pay one half of all costs
for the Title Policy,all recording costs incurred herein,all reconveyance fees,trustees fees,or
forwarding fees, and any prepayment charges for any full or partial reconveyance or full or
partial release of any mortgage or deed of trust,and any escrow fees.
3.7. Prorations, All real properly taxes and assessments encumbering the Property
shall be prorated by Escrow Holder as of the Close of Escrow,based upon the latest available
real property tax information If after the Close of Escrow, the parties determine that the
proration by Escrow Holder were erroneous for any reason whatsoever, then they shall
reprorate all real property taxes and assessments between themselves using the same formula
used by Escrow Holder in making the proration as of the Close of Escrow.
3.8 Brokerage Commissions. The parties acknowledge that neither party has been
represented try a real estate broker,with respect to this transaction,
3.9 Closing Statement Seller hereby authorizes and instructs Escrow Holder to release
a copy of Seller's closing statement to Buyer,the purpose being to ascertain if any reimbursements
are due Seller.
ARTICLE IY
RIGHT OF ENTRY AND DAMAGE TO PROPERTY
4.1 Right of Entry.After the execution of this Agreement by the patties,and during the
Contingency Period,Seller grants to Buyer,its agents,employees or nominees,the right to enter into
and upon the Property for the purpose of conducting a Phase I Environmental Site Assessment{the
"Phase I"},soil testing,environmental and engineering studies,and such fiuther engineering,grading,
archeological,geological or sirvey work as may be required by the Buyer.Buyer shall give Seller
reasonable notice of such entry,and shall not unreasonably interfere with any occupants use ofthe
Property or any of Seller's other operations on the Property.Buyer shall restore the Property to
substantially its same condition as it existed immediately prior to any such tests.Buyer shall keep the
Property free and clear of any liens or encumbrances that may arise out of Buyees inspection of and
activities on the Property.All costs,expenses,liabilities or charges incurred in or related to the
performance of any and all such studies and work on the Property shall be at the sole cost and
expense o f and shall be paid by,Buycr.The right to cuter the Property shall be co-extensive with the
period during which Escrow is open,or any ex3easion thereof.Should the Phase I studies identify
issues that reed to be remedisted,the Seller must address those issues,subject to the right of Seiler
to terminate this agreement if Seller's are unwilling to pay the cost of any such issues.
4.2 Material Change,Destruction or Damage.Seller warrants that there shall be no
material change in the condition of the Property prior to the Close of Escrow unless such change has
been approved in writing by Buyer.The closing of this Escrow is contingent upon the fact that no
material change shall have occurred with respect to the Property that has not been approved in
a
1617E2
writing by Buyer.For purposes of this Agreement,a"material change"shall be a change in the status
of the use,title,occupancy,or condition of the Property that occurs subsequent to the Effective Date
of this Agreement.In the event there is a material change to the Property after the Effective Date,
Buyer may elect to(i)pursue any and all remedies available at law or in equity in the event the
material change is a default by Seller,(ii)terminate the Agreetner4 and receive a refund of any
earnest money,or(iii)proceed with the closing and purchase the Property with a credit against the
Purchase Price otherwise dune hereunder equal to the amount of any insurance proceeds actually
collected by Seller prior to the Close of Escrow as a result of any such material change,plus the
amount of any insurance deductible or any uninsured amount or retention.Seller shall maintain a
casualty insurance policy with respect to the Property in full force and effect until the Close of
Escrow.
ARTICLE V
WAIVER AND RELEASE
5.1 Acknowledgment of Full Benefits.Upon the Close of Escrow,Seller,on behalf of
itself and its heirs,executors,administrators,successors and assigns,hereby acknowledges that this
Agreement provides full payment for the acquisition of the Property by the Buyer,and Seller hereby
expressly and unconditionally waives any and all claims for damages or any other compensation or
benefits,other than as already expressly provided for in this Agreement.
5.2 Acknowledgment of Just Compensation.Upon the Close of Escrow and except as
provided in Section 2.2,the parties acknowledge and agree that the consideration paid to Seller shall
be deemed the fair market value and total amount of"Just Compcnsadw for the Property.Upon the
Close of Escrow,Seller;on behalf of itself and its heirs,executors,administrators,successors and
assigns,hereby fully releases the Buyer,its successors,agents,representatives,and assigns,and all
other persons and associations,known or unknown,from all claims and causes of action by reason of
any damage which has been sustained,or may be sustained,as a result of the Buyer's efforts to
acquire the Property or to construct works of improvement thereon,or any preliminary steps thereto.
5.3 Waivers. Upon the Close of Escrow Seller waives the right to further and
greater compensation and to have the adequacy of compensation determined in a court of law or
equity, by a judge or a jury. Seller understands and knowingly agrees that this waiver shall
extend to constitutional claims of whatever kind or nature that may be brought under the
California and United States Constitutions and the federal civil rights statutes including,without
limitation,claims arising under 42 U.S.C.Section 1983.Upon the Close of Escrow Seiler fiuther
waives the right to raise affirmative defenses and to attack by way of answer, complaint or
collaterally, the Buyer's right to acquire the property for public uses and purposes, and to
challenge the findings made in any resolution of necessity.
5.4 Enforcement.
5.4.1 BUYER'S DEFAULT.IF BUYER FAILS TO COMPLETE THE PURCHASE
OF TETE PROPERTY AS PROVIDED IN THIS AGREEi11ENT BY REASON OF ANY
DEFAULT OF BUYER,SELLER'S SOLE REMEDY SHALL BE TO TMNI]NATE THIS
AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAII4AGES AND
SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO
BUYER_ BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY
SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO
COMPLETE TETE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED, BUYER
AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF
THE NET DETRIMENT THAT SELLER-WOULD SUFFER IN TETE EVENT OF BUYER'S
DEFAULT OR.BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT,WHICH SHALL BE THE FULL,AGREED AND LIQUIDATED DAMAGES.
THE PARTIES ACKNOWLEDGE THAT TILE PAYMENT OF SUCH LIQUIDATED
DAMAGES IS NOT IN AS A FORFEITURE OR PENALTY W1TI1IN THE
MEANING OF CALIFORNIA CIVIL, CODE SECTIONS 3275 OR 3369, BUT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTIONS 1671,1676 AND 1677.
eInitials Buyer
i,"+h1f2
5.4.2 SE LLEWS DEFAULT, IN TIM EVENT OF A DEFAULT BY SELLER UNDER
THIS AGREEMENT,THE BUYER MAY ELECT TO TERMINATE THIS AGREEMENT
(WITHOUT WAIVER OF ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO
BUYER AT LAW OR IN EQUITY),IN WHICH EVENT ESCROW OR TITLE COSTS
PAID BY TIM BUYER,INCLUDING,WITHOUT LIMITATION,THE DEPOSIT,WILL
BE REFUNDED AND REIMBURSED TO THE BUYER IMMEDIATELY BY ESCROW
HOLDER,AND SELLER WILL PAY ANY ESCROW CANCELLATION FEES DUE TO
ESCROW HOLDER; OR BUYER MAY PROCEED TO CLOSE THE ESCROW; AND
BUYER WILL HAVE ALL OTHER RIGHTS AND REMEDIES AVAILABLE TO THE
CONSERVANCY AT LAW OR IN EQUITY,INCLUDING,WITIIOU'T LIMITATION,THE
RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT.
Sellers Initial, Buyer
These acknowledgments,waivers and releases shall survive the Close of Escrow.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1 Seller Representations,Warranties and Covenants.Each Individual Seller hereby
represents,wan-ants and covenants to Buyer as of the date of this Agreement,and upon the Close of
Escrow,as follows,all of which shall survive the Close ofEscrow:
6.1.t Authority:Each Individual Seller is the owner of the Property and has the
frill right;power and authority to sell, convey and transfer the Property to Buyer as
provided herein, and to perform Each Individual Seller's obligations hereunder. The
person signing this Agreement and any documents and instruments in connection
herewith on behalf of each Individual Seller has full power and authority to do so.
6.1.2 Bankrup=: There are no attachments, assignments for the benefit of
creditors, receiverships, conservatorships or voluntary or involuntary proceedings to
bankruptcy or any other debtor relief actions contemplated by each Individual Seller or
filed by each Individual Seller, or to the best of each Individual Seller's knowledge,
pending in any current judicial or administrative proceeding against each. Individual
Seller.Further,each Individual Seller has no notice or knowledge that any tenant of the
Property is the subject of a bankruptry proceeding.
6.1.3 Other Agreements:Each Individual Seller has not entered into any other
written contracts or agreements for the We or transfer of any portion of the Property.
6AA C n Efigg of Pro ,Each Individual Seller has warrants and covenants
that through the date possession is made available to Buyer, the Property shall be
maintained in the same condition as upon the Effective Date.
6.1.5 Violation of Codes:Each Individual Seller has warrants that each Individual
Seller has no knowledge of any notice of any violations of city, county, state, federal,
building,zoning,fire,health codes or ordinances,or other governmental regulations filed or
issued against the Property. Each Individual Seller further warrants that it has no
knowledge of any aspect.or condition of the Property which violates applicable laws rules,
regulations, codes, or covenants, conditions or restrictions, or of improvements or
alterations made to the Property without a permit where one was required, or of any
unfulfilled order or directive of any applicable governmental agency, or of any casualty
insurance company that any work, investigation, remediation, repair, maintenance or
improvement is to be performed on the Property.
6.1.6Iaintettaatce of the Property: Except as provided in other provisions
hereof dealing with destruction,damage or loss,Seller shall maintain the Property until
the Close of Escrow in the same condition as upon the Effective Date.
6.1.7 Po ssory Rights:To the best knowledge of the Seller,no one will,at the
Close of Escrow,have any right to possession of the Property superior to the right of the
Buyer.
6.1.8 Actions:To the best of each Individual Seller's knowledge,no actions suits,
or proceedings are pending or threatened before any governmental department,
r4nyCf
tot3l3
commission, board, bureau, agency, court, or instrumentality that would affect the
Property.
6.1.9 Notice of Changes: Each Individual Scher shall promptly notify Buyer in
writing of any material change affecting the Property that becomes known to each
Individual Seller prior to the Close of Escrow.
The material truth and accuracy of the foregoing representations and warranties shall be a
condition of Buyer's obligations hereunder. At least five(5)calendar days prior to the Close of
Escrow,Seller shall notify Buyer,in writing,of any fads or circumstances which are contrary to
the foregoing representations and warranties.
ARTICLE VTI
BUYER'S REPRESENTATIONS AND WARRANTIES
7.1 Buyet's Representations and Afarranties.Buyer hereby represents,warrants and
covenants to Seller as of the date of this Agreelrunt,and upon the Close of Escrow,as follows,all
of which shall survive the Close of Escrow:
7.1.1 AMftgrfty: Buyer is a non-profit conservation entity 541(c)(3)and has the
full power and authority to enter into and carry out the agreements contained in,and the
transactions contemplated by this Agreement The persons signing this Agreement and
any documents and Instruments in connection herewith on behalf of Buyer have full
power and authority to do so.
7.1.2 BankmM=There are no attachments,assignments for the benefit of
creditors,receiverships,conservatorships or voluntary or involuntary proceedings in
bankmptcy or any other debtor relief actions contemplated by Buyer or filed by Buyer,
or to the best of Buyer's knowledge,pending in any curmut judicial or administrative
proceeding against Buyer.
The material truth and accuracy of the foregoing representations and warranties shall be a
condition of Seller's obligations hereunder.At least five(5)calendar days prior to the Close of
Escrow,Buyer shall notify Seller of any facts or circumstances s which are contrary to the foregoing
representations and warranties.
ARTICLE VIII
DEFAULT AND TERMINATION
8.1 Default.A party shall be deemed in default hereunder if it fails to meet,comply
with,or perform any covenant,agreement,or obligation on its part required within the time limits
and in the manner required in this Agreement for any reason other than a default by the other party
hereunder or termination of this Agreement prior to Close of Escrow.
8.2 Opportunity to Cure.No act,failure to act,event or circumstance which might be
deemed to be a default by either party shall be deemed to be a default under any of the provisions of
Us Agreement,unless and until,notice thereof is first given by the non-defaulting party to the party
alleged to be in default and said patty fails to cure the alleged default within fifteen(15)calendar
days in the case of a non-monetary default,or five(5)calendar days in the case of a monetary
default.
83 Termination upon Default Atter notice and an opportunity to clue,if the defaulting
party fails to cure the default,the non-defiulting party may terminate this acquisition by giving
written notice to the defaulting party and the Escrow Holder.Upon receipt of the notice to terminate,
the Escrow Holder shall immediately cancel the Escrow and rem all money and/or documents to
the respective party.
8A Buyer's Termination If Buyer exercises its rights under this Agreement to terminate
this acquisition,Buyer shall provide written notice to the Seller and Escrow Holder.Upon receipt of
said notice,Escrow Holder shall immediately cancel the Escrow and return all money and/or
documents to the respective party.
ARTICLE IX
MUTUAL AGREEMENTS
9.1 Soil Inspection.At any time prior to the Contingency Date,Buyer shall have the
right to obtain a soil report concerning the Property.Said report shall be obtained at Buyer's
ddiiscr�eeti xnse.Buyer shatI indemnify and hold Seller harmless furor any liability arising
I t
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lot712
from Buyer's soils investigation and keep the property free from any liens,including mechanics liens,
arising from persons or agents authorized to perform such soils investigation on-behalf of Buyer shall
restore the Property to substantially its same condition as it existed immediately prior to any such tests
Buyer.
3.2 Other Agreements Affecting Property.Seller and Buyer have entered into this
Agreement upon the belief that there are no other agreements,which will affect the Property beyond
the Close of Escrow.If Seller determines that such agreements or exceptions exist which arc not
revealed bercin,Seller shall provide Buyer with a copy immediately upon Sellers learning of its
existence.Buyer may thereafter,prior to the Close ofEscmw,either terminate this acquisition or
modify the Purchase Price.After Close of Escrow,Seller shall be liable to Buyer for any damage or
expense Including attorney's fees and cents incurred by Buyer by reason of such undisclosed
agreements.Seller shall father indemnify and defend Buyer as necessary so that Buyer may use the
Property for the contemplated public use.
ARTICLE X
HAZARDOUS SUBSTANCES
10.1 Hazardous Substances Disclosure. The Property is subject to a disclosure as
designated under Section 25359.7 of the Health and Safety Code,whereby Seller is required to
disclose if there are any hazardous substances, as defined in Health and Safety Code Section
25316,et seq.,located an or beneath the property or adjacent thereto.It is understood and agreed
between Buyer and Seller that closing of this Escrow is subject to and contingent upon receipt and
approval of a written disclosure by Seller. Said review and approval will not be unreasonably
withheld or delayed by Seller.
10.2 Hazardous Substances.Each Individual Seller represents and warrants that it does not
have knowledge of the existence or prior existence of any hazardous substances on the Property.
In addition,Seller has no actual knowledge of the existence or prior existence of any above or
below ground storage tank or tanks on the Property.
10.3 Hazardous Substance Conditions Report. Buyer shall have the right to obtain a
Hazardous Substance Conditions rcport(s)or other environmental studies concerning the Property
and relevant adjoining properties. Such report(s) will be obtained at Buyer's discretion and
expense.If Buyer elects to secure such reports,Buyer shall use reasonable diligence to obtain
such a report on a timely basis.If Seller has such a report,they shall provide Buyer with a copy
thereof.If Seller has knowledge of any hazardous substance condition report that was prepared by
any other person or entity including any goveintnentai agency,Seller shall inform Buyer of the
existence of such a report and its location within Sheen(15)calendar days from the Effective
Date.Buyer shall restore the Property to substantially its same condition as it existed immediately
prior to any such tests performed by Buyer
10.4 Hazardous Substances Defined. "Hazardous Substances" for purposes of this
Agreement shall mean and refer to any(a)hazardous or toxic wastes,materials or substances or
chemicals and other pollutants or contaminants which are or become regulated by applicable
local,state,regional and/or federal orders,ordinances,statutes,rues,regulations(as interpreted
by judicial and administrative decisions)and laws,(b)asbestos,asbestos-containing materials or
urea formaldehyde, (e) polychlorinated biphenyls, (d) flammable, explosive, corrosive or
radioactive materials, (e) medical waste and biochemical, (f) gasoline, diesel, petroleum or
petroleum by-products,(g)lead-based paint or(h)any substance set forth in Health and Safety
Code Section 2530,et seq, or whose nature and/or quality of existence, use, manufacture or
effect,render it subject to federal,state or local regulation,investigation,remediation or removal
as potentially injurious to public Health or welfare. A "hazardous Substances Condition" for
purposes of this Agreement is defined as the existence on,under or relevantly adjacent to the
Property or a Hazardous Substance that would or could require remediation andlor removal under
applicable federal,state or local law.
10.5 Hazardous Substances During Inspection Period. If conditions suggesting the
presence of hazardous Substances are discovered before the Contingency Datc, Buyer may,
within twenty(20)clays of the discovery of such conditions,perform further tests to determine
whether such Hazardous Substances constitute contamination.If after such tests are completed,
Buyer cannot determine whether such Hazardous Substances constitute contamination, or if
remediation of Hazardous Substances is required,then,within ten(10)days of discovery of such,
Buyer shall provide Seller written notice of said potential contamination or necessary
pr�ane�diia"tion and Seller shall perfbmt all necessary remediation. In the event that Seller is
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obligated to perform any remediation prior to the Contingency Date,the Contingency Bate shall
be extended on a clay-to-day basis during the period of time that such remediation is being
performed,but in no case beyond December 31,2412,unless Buyer exercises its option to extend
the Close of Escrow date.
10.6 Hazardous Substances Discovered After Contingency hate. In the event that
conditions suggesting the presence of Hazardous Substances(other than those discovered prior to
the Contingency Date) Buyer may provide Seller written notice of said contamination or
necessary remediation and Seller shall perform all necessary remediation,subject to the right of
Seller to terminate this agreement if it disapproves the cost of any such remediation.In the event
that Seller is obligated to perform such remediation and Seller does not elect to terminate this
agreement,the Closing Date shall be extended on a da}yto,<*basis,during the period of time
that such remediation is being performed, but in no case beyond December 31, 2012, unless
Buyer exercises its right to extend the Close of Escrow date.
ARTICLE Xl
MISCELLANEOUS
11.1 Exhibits.All Exhibits attached hereto are a part of this Agreement for all purposes
and are incorporated herein.
11.2 Assignment. Seller shall not assign this Agreement nor any rights under this
Agreement without the prior written consent of the Buyer.Buyer shall have the right to assign this
Agreement and any rights hereunder at any time after the Contingency.Date provided that Buyer
shall pay any and all costs and expenses arising out of Buyer's assignment and Seller shall not
incur any additional expenses or be obligated to provide any additional environmental reports
affecting the Property.Buyer shall only assign this Agreement to a public agency or a non-profit
organization for the overall long term purposes of conservation and recreation.
11.3 Binding Effect.This Agreement shall be binding upon and inure to tlue benefit of
Seller and Buyer,and their respective successors,heirs,agents and pennittcd assigns.
11.4 Captions.The captions,headings,and arrangements used in this Agreement are for
convenience only and do not in any way ai1ect,limit,amplify,or modify the terms and provisions
hereof
11.5 Number and(ender of Words. Whenever herein the singular number is used, the
same shall include the plural where appropriate,and words of any gender shall include each other
gender where appropriate.
11.6 Governing Law and Venue. The laws of the State of California shall govern the
validity,construction,enforcement,and interpretation of this Agreement.All claims,disputes and
other matters in question arising out of or relating to this Agreement,or the breach therco!~shall be
decided by proceedings instituted and litigated in the state court in the County of San Bernardino,
and the parties hereby waive all provisions of law providing for a change of venue in such
proceedings to any other county.
11.7 Amendments. This Agreement may be amended or supplemented only by written
documents signed by the parties.
11.8 Notices.All notic M terminations,waivers and other communications hereunder shall
be in writing and shall be delivered personally,by facsimile or shall be sent by registered or
certified United States mail or a nationally recognized,overnight co=trier service,postage prepaid,
and addressed as follows:
Buyer Seller
i
The Redlands Conservancy Ralph L Thompson,Jr.,Trustee
PO Box 855 P.O.Box 1085
Redlands,CA 92373 Redlands,CA 92373
Attar.Shirli Leonard
Any notice in accordance herewith shall be deemed received when delivery is received or refused,
as the case may be.Notices may be given by telephone facsimile transmission,provided that an
p�`}
original
of said transmission shall be delivered to the addressee by a nationally recognized
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overnight delivery service on the business day following such transmission.Telephone facsimiles
shall be deemed delivered on the date of such transmission.
11.9 Entirety.This Agreement embodies the entire agreement between the parties and
supersedes all prior written or oral agreements and understandings, if any, between them
conocrning the subject matter contained herein. There are no representations, agreements,
arrangements, or understandings, oral or written, between the parties hereto, relating to the
subject matter contained in this Agreement which are not fully expressed herein.
11.14 Severability.If any of the provisions ofthis Agreement,or its application to any party
or circumstance,is held to be illegal,invalid,or unealrurceable under present or future laws,such
provision shall be fully severable This Agreement shall be construed and enforced as if such illegal,
invalid,or unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall remain in full force and effect and shall not be
affected by the illegal,invalid,or unenforceable provision or by its severance from this Agreement.
In lieu of such illegal,invalid,or unenforceable provision,there shall be added automatically as a
part ofthis Agreement,a provision as similar in terms to such illegal,invalid,or unenforceable
provision as may be passible to make such provision legal,valid,and enforceable.
11.11 Further Acts.In addition to the acts and deeds recited herein and contemplated
and performed, executed and/or delivered by Seller and Buyer, Seller and Buyer agree to
perform,execute and/or deliver or cause to be performed, executed and/or delivered as the
Close of Escrow or after the CIose of Escrow any and all such further acts, deeds, and
assurances as may be necessary to consummate the transactions contemplated herein.
11.12 Construction.No provision ofthis Agreement shall be construed in favor g or
against:any particular party by reason of any presumption with respect to the drafting of this
Agreement; both parties, having the opportunity to consult legal counsel, having fully
participated in the negotiation ofthis Agreement.
11.13 Time of the Essence.It is expressly agreed by the parties hereto that time is of
the essence with respect to each and every provision ofthis Agreement,
11.14 Waiver of Covenants,Conditions or Remedies.The waiver by one party of
the performance of any covenant,condition or promise,or of the time for performing any act
under this Agreement shall not invalidate this Agreement nor shalt it be considered a waiver by
such party of any other covenant:condition or promise,or of the time far performing any other act
required under this Agreement The exercise of any remedy provided in this Agreement shall not
be a waiver of any other remedy provided by law,and the provisions ofthis Agreement for any
remedy shall not exclude any other remedies unless they are expressly excluded.
11.15 Survival of Warranties.All of the warranties,representations,covenants and
agreements of the parties hereto contained in this Agreement shall survive the Close of Escrow.
Buyer.
The Redlands Conservancy
A California non-profit public
benefit corporation
By:
Sellers:
Live Oak Associates,LLC Ralph and Camlyn Thompson Living Trust
A California Limited Liability Company dated June 341,1982BY- �--
�,�,,,� 1geG�l
Ralph J. mpsM Jr.,Trustee
Ellsworth E.Wareham Family Revocable By: I �
I931 Trust Carol L Mompson,TrAce
By:
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