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HomeMy WebLinkAboutContracts & Agreements_239-2018AGREEMENT OF P['CHASF AND SALE AND JOINT ESCROW INSTRUCTIONS This AGREEMENT OF PURCHASE AND SALE AND .101NT ESCROW INSTRUCTIONS ("Agreement") rs made and entered into and effective ; oU December IS 2018 ("Effective Bate—). by and between San Bernardino County Transportation ,Authority (Sf3CTA) ("Buyer"), and City of Redlands a munrctple corporation (City) ("Seller"). with reference and respect to the "Recitals" set forth in paragraphs A 13 and C below Buyer and Seller are someIMrnes individually referred to herein as "Panty" and collectively as "Parties " RECITALS A Buyer understands that SL]I r is the owner in Fee sun* of curtain real property located at East Side of Church Strcct & approximately 585 feet € nrth of Central Avenue. within the City of Redlands San Bernardino County California, designated as Assessor Parcel Number(s) 0170-181-44 and more particularly described 1n EXHIBIT I attached hereto and incorporated herein by this reference ('Property ) 13 Buyer desires to acquire a portion or portions or the Property and an easement on a portion or portions of the Properly in connection with the Redlands Passenger Rail Project ("Project") The Project involves tlhc extension of passenger rail service along, an approximately nIr4e.mile corridor exiendrng east Brom the San liernmdrrm Transit Center in the City of San Bernardino to the University o1+ Redlands 11r the City of Redlands, in the County of San Bernardino, State of California. The portions) of and/or interest(s) in the Property to be acquired are as follows Fee/Partial Take. The fee interest 1r1 that certain portion of the Property consisting of approximately 963 square feet (hereinafter referred to as the `Transfer Portion") and more Fully described and depicted in [= IIIB.IIr A and FX.F11i3I 1 B to the Grant Deed attached hereto as EXHIBIT 2 and incorporated herein by this reference (hereinafter referred to as the 'Grant Deed") 2 Permanent Easement A permanent easement interest (that is. an easement for public street including public side a€k and pedestrian purposes an easement for emergency, including emergency vehicle access purposes. hereinafter referred to as the "Permanent Easement") in that certain porion or Property consisting of approximately 30 square Feet For public street including public sidewalk and pedestrian purposes and in that certain portion of Property consisting of approximately 1,695 square feet for emergency, rrlcludrng emergency vehicle. access purposes (hereinafter referred to as the "'Easement Area") and more fully described and depicted in EXHIBITS A and E HiBITS B to the Permanent Easement Deed attached hereto as 1-: f1IBJT a and incorporated herein by reference (hereinafter referred to as the "Easement Deed ) including. without limitation. any and all improvements located thereon, for the purpose of developing, constructing_ operating and maintaining the Prosect. C Seller is Irilling to transfer the Transfer Portion and grant t]ic Permanent Easement on and subject to the terms set forth nt this Agreement. Seller and Buyer hereby. acknowledging and agreeing that the Transfer Portion and Permanent Easement are being PSA - Cup of Rod Land 5 1 I'.5 -1 +R Q 56707125 acquired (i) for public use and are necessary for the construction, operation and/or maintenance; of the Project and (ii) pursuant to this Agreement in lieu of a condemnation action or procccdrij andlor an action or proceeding in the nature of eminent domain. NOW, THEREFORE, in consideration of the foregoing facts and circumstances, the covenants, agreements, representations ai d'or warranties contained herein, as well as other good and valuable consideration, the receipt and sufficiency of whiCh IS acknowledged by each of the Parties, the Parties hereto do hereby agree as follows 1 TERMS/AGREEMENT aH 4E AND SALE 1 1 Transfer _Portion and Permanent- asernent Sellar agrees 10 sell the Transfer Portion and Permanent Easement upon and subject to the terms and conditions set forth herein l 2 Purchase Price The -total purchase price for the Transfer Portion and the Permanent Easement is SEVENTEENTHOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($17,501 00) ("Purchase Price"). ft is understood and agreed between the Parties that payment of the Purchase Price includes, without limitatron, payment for the following improvements, if any, which are considered to he part of the realty and are being acquired by SBCTA in tlus transaction and. therefore, may be removed and disposed of, without the obligation to replace or pay consideration in addition to that set forth in this Section 1 2 none 1 3 Payment of Purchase Price At the Closing (defined below), Buyer shall pay to Seller through Escrow (also defined below) the Purchase Pr -tee, payable in cash, by cashier's or certified check or by wire transfer 2 ESCROW 2 I Qpening.oUEscrow Within ten (1U) business days following the Effective Date, Seller and Buyer shall open an escrow ("Escrow") for the conveyance of the Transfer Portion and Permanent Easement with Commonwealth Land 'Title Company, 4100 Newport Place Dave, Surto 120, Newport Beach, CA 92660 ("Escrow Holder")- For purposes of this Agreement, the Escrow shall be deemed open on the first date after the Effective Date that Escrow Holder shall have received a fully executed copy of this Agreement from Seller and Buyer ("Opening of Escrow") Escrow Holder shall notify Buyer and Seller, in writing, of the date Escrow is opened ("Opening Date") 2 2 Erow instructions This Agreement constitutes the joint basic escrow instructions of Buyer and Seller for conveyance of the Transfer Portion and Permanent Easement. Either an nngrnal or a copy of this Agreement, fully executed by the Parties, shall be delivered to Escrow Bolder upon the Opening of Escrow Buyer and Seller shall execute, deliver and be bound by any reasonable and customary supplemental or additional escrow instructions ("Additional Instructions") of Escrow Holder or other instruments as may be reasonably required by Escrow Holder in order tn consummate the transaction contemplated by this Agreement However, any. such Additional instructions shall not conflict with, amend or supersede any portions of this Agreement unless expressly consented or agreed to in writing by both Seller and Buyer In the event of any conflict or any inconsistency between this Agreement ISA - City of Re :and& 2 R.'10-5438 089 5E70.7126 v2 and such Additional Instructions, this Agreement shall govern unless otherwise specifically agreed to to writing by the Parties. 2 3 Close of Escrow For purposes of this Agreement, "Closing" means the closing or close of Escrow by the recordation in the Official Records of San Bernardino County, California, ia, of the Grant Deed and the Easement Decd, as well as the disbursement of Funds and rlistnbutton of any other documents by Escrow Holder, all as described in this Agreement Subject to the satisfaction of the conditions precedent below, Closing is to occur thirty (30) days following the Opening Date ("Closing Date"), provided, however, that Closing and, therefore, the Closing Date shall he extended as provided in Section 8 6 below. and provided, Further, that Closing may occur upon such earlier or later date as the Seller and Buyer mutually agree to in writing or as otherwise provided in this Agreement Buyer and Seller may mutually agree to change the Closing Date by joint written notice to Escrow Holder, The Closing shall be conditioned upon satisfaction, or written waiver by the Party for whose benefit the condition exists, of all conditions precedent thereto In the event the Escrow is not in a condition for the Closing to occur by the Closing Date for any reason other than the uncured breach of either Bu ei or Seller, then any Party who is not then in default of the terms of this Agreement inay terminate this Agreement as provided in Article 6 it no (and until a) notice of termination as provided in Article 6 is received by Escrow Holder, Escrow Holder is instructed to proceed with Closing as soon as possible_ 2.4 Costs of Escrow Because of Buyer's status as a public entity, pursuant to California Revenue and Taxation Code Section 11922, no documentary transfer tax will be payable with respect to the conveyance(s) contemplated by this Agreement. Similarly, pursuant to California Government Code Section 27383, no recording fees will he payable viral respect to the recording of the Grant .Deed and the Easement rid_ Buyer shall pay the reasonable and customary costs of any Title Policy (defined below) Buyer shall pad' the Escrow tees and any notary fees attributable to the conveyance of the Transfer Portion and permanent Easement Buyer shall also pay the additional costs, if applicable, associated with any title endorsements requested by Buyer Escrow Halder shall endeavor to provide an estimated Closing costs statement to Buyer and Seller at least three (3) days poor to the Closing Date. 2 5 Bu1Re.r s Conditions Precedent.. tc... .lose. of Escrow 'The Closing and Buyer's obligation to acquire the Transfer Portion and Permanent Easement and pay the Purchase Prpce is subject to the satisfaction of the fallowing conditions for Buyer's benefit (or Buyer"s waiver thereof, it being agreed that Buyer may waive any or all of such conditions. provided, however, that the occurrence of the Closing shall not waive or release any breach of or failure to perform under this Agreement by Seller not actually known to Buyer on or prior to the Closing Date): 2.5.1 Seller shall have tendered into FAcrow all payments, if any, and documents required of Seller pursuant to this Agreement 5 2 Seller shall have completed in a timely fashion all of Seller's obligations which are to be completed prior to the Closing as provided in this Agreement 2 5 3 Escrow Holder shall have received an irrevocable commitment from the Title Company to issue any Title policy required pursuant to this Agreement, subject only to the Permitted Exceptioris, as set forth in more detail in Article 3 below PSA -City ofRAlands 3 RPRP 541R (x39 5670712a , 2 5 4 All representations and warranties of Seller hcre,undt.'r shall he true and correct as ofthe Effective Date and as ofthe Closing. 2 5 5 All property taxes and assessments attributable to the Property to the date of Closing skull have hecn paid by Seller before delinquency and shall he current as of the Closing, provided, however, that, to the extent the satire are available, the Purchase Price proceeds may be used to make such paynents 2 5 6 Buyer shall have approved Escrow Holder's estimated Closing costs statement, such approval shall nni be unreasonably withheld, conditioned or delayed 2 5 7 Buyer shall have determined that the Transfer Portion and Easement Area are suitable for Buyer's intended use and development, as set forth in more detail in Article 4 helov�w 2.6 Seller's Conditions Precedent to Close of Escrow. The Closing and Seller's obligation in convey the Transfer Portion and Permanent Easement are subject to the satisfaction of the hollowing conditions for Seller's benefit (or Seller's waiver thereof, it being agreed that Seller may waive any or all ofsuch conditions) on or prior to the Closing Date 2 6.1 Buyer shall have tendered into Escrow all payments and documents required of It pursuant to this Agreement 2.6.2 Buyer shall have completed in a timely fashion all of its obligations which are to be completed prior to the Closing as provided in this Agreement 2.6.3 Seller shall have approved Escrow l folder's estimated Closing coasts statement. 2 7 Btyer'sEayjnents and Documents Not Tess than one (1) day prior to Closing, Buyer shall pay or tender (as applicable) to Escrow Holder the following -described funds and documents (in recordable form, as necessary or appropnate) 2 7 1 The Purchase Price 2 7 2 Funds required to pay the Escrow fees, recording fees and notary fees attributable to the conveyance of the Property as well as the costs of any Title Polley, and the additional costs, if applicable, associated with any title endorsements requested by Buyer payable by Buyer pursuant to Section 2 4 ofthis Agreement. 2 7 3 Funds required to pay any additional reasonable chargees customarily charged to buyers in accordance with common escrow practices in San Bernardino County. 2.7.4 Certificates accepting the Grain Deed and Easement Deed and consenting to recording of same 2 7 5 Such other documents and funds required of Buyer under this Agreement and, to the extent reasonable, customary or usual, by Escrow Holder tri the performance of pts contractual Or statutory obligations PSA Oily ofRrdlands 4 RPRP 54W-059 66707128 v2 2 8 Seller's Payments and Documents No Less than one (1) day prior to Closing. Seller shall pay or tender (as applicable) to Escrow Halder the following -described funds and doeurncnts (in recordable form, as necessary or appropnatc) 2 8 1 The fully -executed and acknowledged Grant Decd and Easemenr Deed 2 8 2 A FII PT (Foreign investment rn Real Property Tax Act) Cer•tificateiiNon-Foreign Status Affidavit complying with Federal laws, rules and requirements and an appropriate California Form 593 (for example, Force 593-C); Buyer's fatlure to provide either instrument shall result in tax withholding, payment and the like in accordance with applicable laws, rules and regulations 2 8 3 Such other documents and funds required of Seller under this Agreement and, to the extent reasonable, customary or usual, by Escrow Holder in the performance of its contractual or statutory obligations, including, without limitation. such rustrr,.ents as are required to connection with the issuance of any Title Policy, such as a seller's statement, owner's affidavit, gap indemnity and the like 2 9 Escrow Holder Res onsibilittes Upon the Closing, Escrow Hilder is authorized and instructed to 2 9 1 Cause the satisfaction and removal of all exceptions to title to the Transfer Portion representing monetary liens or encumbrances and, with respect to the Permanent Easement, obtain consents and subordination agreements from the holders of such liens or encurttbrances, sufficient to assure that the Permanent Easement is both permitted and not Junior or subordinate to any lien or encumbrance which, through foreclosure, could cause a loss of the easement nghts represented by the Easement Decd- if Seller elects to satisfy and remove arty such exceptions from funds otherwise payable to Seiler through Escrow. before such payments or charges are inane, Escrow Holder shall notify Seller of the terms necessary to satisfy and remove such monetary liens or encumbrances, and Seller shall approve the disbursement of necessary fonds 2 9 2 Pay, and charge Buyer arkor Seller, as appropriate, for any fees, charges and costs payable under this Agreement, including, but not limited to, Sections 2 7 and 2 8 about: Before such payrrients or charges are made, Escrow Holder shall notify Buyer and Seller of the fees, charges arid cnsts necessary to clear title and proceed with Closing 2 9 3 Record the Grant Decd and Easement Deed, as well as any other instruments, as appropriate, dehvered through Escrow 2 9 4 Subject to Subsection 2 8 3 above, withhold from funds otherwise payable to Seller at Closing such arriounl as Buyer is required to withhold therefrom pursuant to the following (i) California Revenue and Taxation Code Section 18662 (t e , 3 1/3% of the total sales price) and timely submit such sums to the California Franchise Tax Board, unless Buyer is relieved of such withholdingu requirements under the provisions of said Section 18662; and (u) Federal laws, rules and/or regulations, Including, without limitatiori, those identified in Subsection 2 8 2 and timely pay over such funds to the appropriate Federal agency or authority, unless Buyer is relieved of such withholding, ret utrements under the provisions of such laws, PSA - Cny orltanaws 5 RIRP 541R-054 56707128 v2 rules and regulations by Seller's provision of {and Seller actually provides) an appropriate affidavit(s) ancl•'or statement(s) Further, deliver to each Panty copies of all such withholding forms, affidavits and/or certificates 2 9 5 Disburse such other funds and deirvcr such other documents to the Party or Parties entitled thereto 2 9 6 Cause any Title Policy to be issued 2 10 Laces Ali communications from Escrow Holder to either Buyer or Seller shall be directed to the addresses and in the: mariner established in Section 8 1 below For notices, demands, and communications between Buyer arid Seller. 3 -i IT 3 1and�t on o#`T_ tie. Title Policy h is a conditions to the Closing for Buyer's benefit that the Transfer Portion and Fasement Area be subject t orrly+ to the Permitted Exceptions and that the Easement Dews be superior to any lien or encumbrance which, through foreclosure or other enforcement, could cause the Permanent Easement to be wilted out as a junior encumbrance At, and as a condition o1, Closing for Buyer's benefit, Commonwealth Land ink Company, 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660 ("Title Company") shall be prepared to issue to Buyer, upon Closing, a policy of tale insurance (whether a CLTA. ALTA or ALTA extended coverage policy, as determined by Buyer, the "Talc Policy") in an amount equal to the Purchase Price, showing the Transfer Portion and the Easement Area subject only to the Permitted Exceptions and the Easement Deed, including the easement(s) granted thereunder, as senior to any monetary lien or encumbrance which, through foreclosure or other enforcement, could cause the Easement Deed, including the easement(s) granted thereunder, to be wiped out. Escrow Holder shall cause Title Company to issue the i itle Policy to Buyer upon the occurrence of the Closing 3 2 Permitted Exceptions The term "Permitted Exceptions" as used herein shall mean the following conditions and exceptions to title or possession 3 2 1 A hen to secure payment of general and special real property taxes and assessments, not delinquent 3 2 2 A lien of supplemental taxes assessed pursuant to Chapter 3 5 commencing with Section 75 of the California Revenue and Taxation Code accruing on or after the Closing, provided, however, that, notwithstanding anything contained in this Agreement to the contrary, Seller shall be responsible and liable for all taxes that relate to any period poor to the Closing, including, without limitation, supplemental taxes which are not assessed or charged and/or which do not become due or owing until rafter the ['losing. consent of Buyer 123 3 Matters affecting the condition of title created by or with the 3.2,4 Other exceptions to title disclosed by the Tide Report (as defined in Section 3 3 below) which have been approved in writing by Buyer prior to the Closing, P5A C'ofRL•ciIands 6 RPRP S4xR- 84 5574712 v2 3 2 5 Any other exceptions to title which are or will become subordinate to the Easement Deed as reflected in the Title Policy pursuant to subordination agreements acceptable to Buyer and the Title Company. 3 3 Tale Report Buyer shall endeavor to obtain and provide to Seiler, within fifteen (15) calendar days following the Opening of Escrow or as soon as reasonably possible thereafter, a standard preliminary report from the Title Company, together with copies of the underlying documents relating to the Schedule B exceptions sec forth in such report (collectively, the "Tale Report") 4. Sl1IrAHll.lT AID'Dli`ll ()fi PROPERTY 4 l DeteinangitarisjAppjp.yal of Eiwironmenta ar _ Iter Conditions It is a condition precedent to the Closing for Buyer's benefit that Buyer has determined that the Transfer Portion and Easement Area are suitable for Buyer's intended use, as determined by Byer in ns sole discretion Prior to the Closing mate, Buyer shall determine whether the Transfer Portion and Easement Area are suitable and shall provide to Seller and Escrow Halder its written notice of such determination, provided, however, that any failure of Buyer to provide notice shall be deemed approval, and, in connection with any disapproval, Buyer may, but need not, include its election to extend the Closing Date as proided to Section 8 6 below. In the event Buyer determines that the Transfer Portion and Easement Area are suitable, such determination by Buyer shall not alter or diminish Seller's covenants, agreements, representations and/or warranties made herein or under law, unless a representation or a€ranty is expressly and specifically waived in wnting in whole or in part by Buyer In the event Buyer determines that the Transfer Portion and Easement Area are, or any of them is, not suitable, then Buyer may terminate this Agreement as provided en Section - 1 below 4 2 Inspections_ ..and l ht of Entry Prior to Closing, Buyer may conduct, at Buyer's sole expense, such inspections and testing of the Transfer Portion and/or Easement Are, including, without Iimitatiori, any improvements thereon, as Buyer may desire or deem appropriate, in Buyer's sale discretion, to determine the suitability of the Transfer Portion and Easement Area for Buyer's intended use In conducting such inspections and testing, Buyer shall endeavor to minimize damage to the Transfer Portion and Easement Area, as well as any improvements thereon, and shall, in the event the Closing fails to occur as the result of a condition outside of Buyer's control, return the Transfer Portion and Easement Area, including the improvements thereon, to its condition prior to the inspections and testing, except that Buyer shall have no responsibility or liability for returning the Transfer Porion and Easement Area to their prior condition to the: extent that any change or modification resulted from (i) reasonable '. •ear and tear, (ji) force itiajeurc or {iii) any other cause not within the reasonable control of Buyer, including, without limitation, the acts or omissioris of aviv person or entity other than Buyer ardor its Representatives Seller hereby grants to Buyer and its Representatives permission and a license to enter upon the Transfer Porton and Easement Area at all reasonable times prior to the Closing Date for she purpose of conducting such inspections and tesung. In she event the Transfer Portion acid/or Easement Area is occupied by any person(s) other than Seller, Sellar shall make arrangements with such person(s) to ensure access by Buyer, including, without limitation, Buyer's Representatives, in order to conduct the inspections and testing pursuant to this Section 4 2 1'!5A— City ofRedlatt 4 7 RI'I0-54 R•O89 56707128 v2 5 SELLER'S ACKNOWLEDGMENT AND GENERAL RELEASE 5 I l~ul! Satisfaction Seller acknowledges that, in accordance with apptbcable provisions of California law, Seller may be entitled to the payment of relocation expenses, payments for loss of gnodwIli, inverse condemnation, unlawful pre-condernnation conduct, and other benefits and reimbursements other than and,or in addition to those expressly provided for in this Agreement (collectively, "Benefits') in connection with Bayer's acquisition of the Transfer Portion and Easement Area as well as the other matters covered herein Seller acknowledges and agrees that payment and receipt of the Purchase Price includes, without limitation, full payment of, for and with respect to the Benefits, including, without limitation, just compensation, least: bonusvalue, business goodwill, furniture, fixtures and equipment, precondemnatrori damages, claims of inverse condemnation, attorneys' fees, costs, interest, and any and all other damages in complete settlement of all claims (known and unknown), causes of action and demands of Seller against Buyer because of Buyer's purchase of the Transfer Portion and Permanent Easement and for any and all claims (known and unknown) arising from or relating to the purchase and sale which is the subject of this Agreement. Consistent with the foregoing as well as Section 9 2 below, Seller, on behalf of itself and its heirs, executors, administrators, successors and assigns, acknowledges that Buyer's performance under this Agreement constitutes full and complete satisfaction of Buyer's obligations to provide the Benefits 10 Seller and to compensate Seller not only for the purchase of the Transfer Portion and Easement Area, but also for construction andfor operation of the Project 5 2 Avers and Release. Seller hereby waives, to the maximum legal extent, any and all claims, demands, remedies and causes of action for damages, liabilities, losses, injuries, costs and/or expenses, including attorneys' fees, arising out of, resulting from or related to Buyer's acquisition of the Transfer Portion and Easement Area, whether known or unknown, foreseeable or unforeseeable, including, without limitation, construction anchor operation of the Project The Parties hereto agree that this Agreement is a se[tletnent of claims in order to avoid litigation and shall not, in any manner, be construed as an admission of the fair market value of the 'Transfer Portion and/or Easement Area, or of any liability by any Party Seller on behalf of Seller as well as Seller's heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, assigns and Representatives, and all other persons and entities, known and unknown, from any and all claims and causes of action by reason of any damage which has been sustained, or may be sustained, as a result of (r) Buyer's purchase of the Transfer Portion and Permanent Easement (including, without limitation, any and all rights thereunder as well as an and to the Easement Area) or any preliminary steps thereto or (ii) the construction and/or operation of the Project, including, without limitation, its construction, reconstruction, development, redevelopment, operation, maintenance, repair, existence and use. PSA • City orRaizands 8 RPRP 5418 -089 56707128 v2 5 3 Eafifomia Civil Code Section 1542 Seller hereby acknowledges that it has consulted or had an opportunity to consult with Legal counsel regarding, and represents and warrants that it is Famihar with, California Civil Code Section 1542, which provides as follows - "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by hire or her must have materially affected his or her settlement with the debtor." Seller acknowledges that with respect to the sale of the Transfer Portion and Easement Area under or pursuant to the Easement Deed to Buyer or the construction and/or operation of the Project, Seller may have sustained damages, losses, costs and/or expenses which are presently unknown and unsuspected, and such damages, losses, costs and{or expenses which may have been sustained may give rise to additional damages, losses, costs ander expenses in the future. Nevertheless, Seller hereby represents, warrants, acknowledges and agrees that this Agreement has been negotiated and agreed upon in light of that situation, and hereby waives, to the maximum legal extent, any rights accruing to it under said Section 1542 or any oti - statute or judicial decision of similar effect el 's initials The foregoing acknowledgment and release shall survive the Closing as well as the recording of the Grant Deed and Easement Deed 5 4 Notice to °lherl, if Seller sells, transfers, assigns or otherwise conveys the Property or any interest in the Property, Seller shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement, including, without limitation, the Easement Deed and the obligations, liabilities and duties as well as the rights and remedies of the Parties, Neither Buyer nor any other person or entity shall have any obligation, liability or duty to compensate any purchaser, successor, assignee or other transferee for the interests, rights and remedies granted to or obtained by Buyer under or pursuant to this Agreement or Justifying the Permanent Easement, 6 TERMINATION, DEFAULTS AND REMEDIES 6 1 Exercise of Rights to Terminate In the event Buyer elects to exercise its right to terminate this Agreement and the Escrow as provided in Section 2.3, 6 3 or 8 5, then Buyer may so terminate by giving notice, in writing, of such termination to Seller and Escrow Holder In the event Seller elects to exercise its rights to terminate this Agreement and the Escrow as provided in Section 2 3 or 6.2, then Seller may so terminate by giving notice, in writing, of such termination to Buyer and Escrow Holder In either such event, the Party so terminating shall, except as otherwise expressly provided in Section 6.2 or 6 3 below, pay all Escrow Holler and Title Company termination fees and charges (collectively, "Termination Costs") Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting the obligation of the Party so terminating or breaching, as appropriate, to pay Termination Costs as provided herein and any other obligations which expressly survive termination, shall cease and terminate PSA - Cay afRedlands 9 RPRP-543R•089 56707/ 28 r {i 7 Buyer's Breach In the event Buyer breaches any obligation under this Agreement which Buyer is to perform prior to the Closing, and fails to cure such breach within five (5) business days of receipt of written notice of such breach from Seller, glen Seller, as its sole and exclusive remedy, may terminate this Agreement and the Escrow by giving notice, in writing, of such termination to Buyer and Escrow Holder In such event, Buyer shall pay all Termination Costs Upton such termination, all obligations and I iabi tines of the Parties under this Agreement, excepting for Buyer's obligation to pay Termination Costs as provided in this Agreement and any other obligations which expressly survive termination shall cease and terminate 6 3 Seller's reach In the event Seller breaches any obligation under this Agreement which Seiler is to perform prior to the Closing, and fails to cure such breach within five (5) business days of t ;ceipt ofwritten notice of such breach from Buyer, then, (a) in addition to pursuing any other rights or remedies which Buyer may have at law or in equity, including, without limitation, any and all damages resulting from such breach, (b) Buyer may, at Buyer's option, (t) terminate this Agreement and the Escrow by giving; notice, in v;riting, of such termination to Seiler and Escrow Holder, or (u) initiate and prosecute an action for specific performance of this Agreement Should Buyer elect to terminate this Agreement and the Escrow as provided herein, then Seller shall pay all Termination Costs and, upon such termination, all obligations and liabilities of the Parties udder this Agreement, excepting (1) Seller's obligations and liabilities resulting or accruing as a result a#' or pursuant clause (a) above in this Section 6 3, () Seller's obligation to pay Termination Costs as provided in this Agreement and (3) any other obligations that expressly survive termination, shall cease and terminate. 6 4 Return of Funds and Documents, Release of Liability al to Escrow Holder In the event Escrow Holder terminates this Escrow as a result of hal, irig received notice, in writing, from Buyer or Seller of its election to terminate the Escrow as provided herein, then Escrow Holder shall terminate the ESerow and return all funds, less Termination Costs, as appropriate, and documents to the Party depositing the same. Further, the Parties hereby release Escrow Holder, and shall hold Escrow Holder free and ianni.ess, from all liabilities associated witIi such termination excepting for Escrow Holder's obligations to return funds and documents as provided herein 7 REPRESENTATIONS AND WARRANTIES. 7.1 idler's Representation and Warranties Seller hereby represents. warrants, covenants and agrees to and for the benefit of Biter that the following statements are true and con-ect as of the Effective fate. and shall be true and correct as of Closing, and Seller acicnowleciges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of Buyer's obligations under this Agreement 7 1 1 Authorty- Seller owns the Property in fee simple and has full power and authority to soil, transfer andror otherryise convey the Transfer Portion and Permanent Easement to Buyer and to perform its obligations pursuant to this Agreement- This Agreement and all other documents delivered by Seller to Buyer under or pursuant to this Agreement, at or prtoE' to the C'tosiri , have been, or will be, duly executed and delivered by Seller and are, or will bc, legal, valid and binding obligations of Seger, sufficient to convey the Transfer Portion and Permanent Easement to Buyer and are enforceable in accordance with their respective terms PSA - City of Rodian& 10 RPRP-5438-089 56707128 v2 7 1 2 No Unrecorded Possessors Interests, _ No Agreements or Undertakings Other than as rs disclosed or covered by Subsections 7 1.4 and 7 l 5 below, there are no agreements for occupancy in effect for the Properly, including the Transfer Portion and/or Easement Area, and no unrecorded possessory interests or unrecorded agreements that would adversely affect Buyer's use of the Transfer Portion andlor Easement Area Seller will not enter into any agreements or undertake any obligations prier to Closing wheel/ will in any way burden, encumber or otherwise affect the Transfer Portion and/or Easement Area without the prier written consent of Buyer, including, without limitation, any agreements for occupancy or use of the Property 7 1 3 No Lens or Encumbrances_ Other than as is disclosed and covered by Subsections 7 1.4 arid 7 1 5 below, the Property. including the Transfer Portion and Easement Area, is free and clear of and from liens or encumbrances that could interfere with the intended use by Buyer; and, therefore, Buyer shall quietly enjoy ns rights in and to the Transfer Portion and Easement Area as well as under the (Grant Deed, Permanent Easement and Easement Deed. without disturbance or inference by Seller or anyone claiming by, through car under Seller 7 1 4 No Leases The Property, including the Transfer Portroir and Easement Area, is not subject to a written or oral lease or any other contract or agreement pursuant to which a tenant or any other person has any rights of possession or use that conflict with this Agreement or the Grant Deed andlor the Easement Deed, including, without limitation, the Permanent Easement, except that (or those) certain lease(s), Contract(s). andlor agreement(s) described as follows- None. As to any such lease, contract, or agreement, Seller acknowledges and agrees that a consent or release from such holder, in form and substance satisfactory to Buyer, will, unless Buyer otherwise elects in writing, be required, Seller agrees to assist Buyer in securing said consent or release, and Seller acknowledges and agrees that Buyer's payment of the consideration set forth herein to Seller is subject to Buyer receiving or waiving in writing the requirement or receiving said consent 7 1 5 Mortgage or Deed of Trust If the Property is encumbered by a inortgage(s), deed(s) of trust airdlor other secunty instrr inent(s), Seller dial( he responsible and liable for payment of any demand tinder any authority of such security instrument(s) out of Seller's proceeds or otherwise Siren amounts may irtc(ude, bit are not be limited to, payments of unpaid pnncipal and interest If the Property is encumbered by a rnongage(s), deeds) of trust or other security instrument(s), Seller understands that Buyer shall seek and may require the partial release by and/or consent of the holder(s) of the security instrument(s) to the Grant Deed arici'or the Easement Deed, Including the subordination of the ericuinbrance(s) to the Permanent Easement, in /'grin, and substance satisfactory to Buyer, to preserve the permanence and or survival of the Perrnanent Easement Seller agrees and consents to the subordination of the security instrurrient(a) and will cooperate with Buyer in seeking the consent(s) and/or suborditiation(s), and Seller acknowledges and agrees that, notwithstanding anything, contained in this Agreement to the contrary. Buyer's payment of the consideration set forth herein is subject to Buyer receiving or waiving in writing the requirement of receiving said con.erit(s) and/or subordination(s), 7 1 6 Hazardous Materials, Seller is aware of and shall comply with its obligation under California Health and Safety Code Section 25359 7 to disclose information to Buyer regarding the environmental status of the Property To Seller's knowledge, the Property and any contiguous real property owned by Seller is flet in violetinn of any federal, state or local PSA - City of Ratands 1 1 RPRP 543R 089 56707128 v2 statute, regulation or ordinance relating to industrial hygiene or to environmental conditions on. under or about the Property, including, Irvithout limitation, soil and groundwater conditions underlying the Property which could affect the Property, including, without limitation. the 1 rarrsfer Portion and Easement Area, or its use. Nerthcr Seller, nor, to Seller's knowledge, any other person or predecessor in interest, has used, generated, manufactured, stored or disposed of on. under or ab€act the Property, or transported to or from the Property, any "Hazardous Materials" as defined in any state, federak or local statute, ordinance, rule or regulation applicable to the Property, including, without limitation, any flammable materials, explosives, radioactive materials, hazardous or contanrrnated matenals or substances, toxic Or noxious materials, substances or related materials or substances, as well as any substance whose nature and.or quantity of existence, use, manufacture, disposal or effect render it subject to Federal, slate or local regulation, investigation. remediation or removal as potentially. injurious to public health or welfare 7 1.7 Latgation There are no claims, actions, suits or proceedings continuing, pending or, to Seller's knowledge, threatened (i) against or affecting Seller or the Property, or (ii) involving the validity or enl'>~>rceability of this Agreement or of any other documents or instruments to be delivered by Seller at Closing;, in either case, whether at law or in equity, or before or by any federal, stale, municipal or other governmental department, board, commission, bureau, Buyer or instrumentality Seller is not subject to, or in default under. any notice, order, writ, injunction, decree or demand of any court or any governmental department. board, commission, bureau. Buyer or instrumentality 7 1 8 No Breach. The exectrtton and delivery of this Agreement and the consummation of the transaction{s} contemplated by this Agreement will not violate or result in any breach of or constitute a default under or conflict with. or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease. agreement, contract. instrument, or, to Seller's knowledge, any order, judgment, award, decree. statute, regulation or ordinance, or any other restriction of any kiiid or character to which Seller is a party or by which Seller or the Property; are bound 7.1-9 No Condnrnnation pr (}#Irr r Prate la. nes Exclusive of- any action proposed or contemplated by Buyer, Seller- is not aware of any contemplated condemnation of the Property or any portion thereof- by any public agency, authority or entity Buyer has negotiated in good faith to acquire the Transfer Portion and Permanent Easement and to pay just compensation for their acquisition Seller understands that, if the transaction(s), including, without limitation, the acquisition(s), set forth in andlor contemplated by this Agreement had not been (or are not) successful, then staff for Buyer may have recommended (or may recommend) initiation of eminent domain proceedings to acquire the Property andor interests therein andior portions thereof 7 2 51LiriLival of_ Representations and Warranties Seller acknowledges and agrees that the covenants, agreements, representations and warranties of Seller set forth in this Agreement shall be true and correct on and as of the Effective Date as well as the Closing, and Seller's liability for any breach, default or failure of the same, including, without limitation, any misrepresentation, shall survive riot only the recordation of the Grant Deed and Easement Deed, but also the Closing Seller shall protect, indemnify, defend, and hold Buyer free and harmless of, from and against any and all claims, demands, losses, liabilities, obligations, damages, costs and expenses, including, without limitation, reasonable attorneys' tics, court costs and litigation PSA-CorynfR dLmds 12 RPRP-5-13R-1sk9 56707128.2 expenses, which Buyer may incur, suffer or sustain by reason of or in connection with any misrepresentation made by Seller pursuant to this Article 7 8 OTHER. 8 Notices and Demands.. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ti) sent by United States registered or certified mail, postage prepaid, return receipt requested, (ni) sent by facsimile transmission with confirmation of receipt. or (iv) sent by nationally recognized overnight courier service (e g , Federal Express or United Parcel Service), addressed to the Party to whoin the notice is given at the address(es) provided below, subject to the right of any Party to designate a different address for itself by nonce similarly given Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail Any notice not so given by registered or certified inrtil, such as notice delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given Refection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of cite notice or other coinmuiication sent. To Bucr- To Seller San Bernardino County Transportation Authority Attn- Andres Ramirez, PMP Project Office 1170 W. 3'd Street. 2"`i Floor San Bernardino, California 92410-1715 Telephone (909) 884-8276 Facsimile (909) 885-4407 City of Redlands Attn Jeanne Donaldson P 0 Box 3005 35 Cajon Street, Suite 222 Redlands, California 92373 Telephone Facsimile• 8 2 Indemnity by Seller, Seller hereby agrees, after the Closing, at Seller's sole cost and expense, to indemnify, protect, defend (with counsel of Buyer's choice), and bold Buyer, its successors and assigns, officers and/or directors, harmless from and against arty and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, attorneys' and experts' reasonable fees and costs) of any ktrrd or nature whatsoever which may at any time be unposed upon, incurred or suffered by, or asserted or awarded against, Buyer, or Buyer's successors artd assigns, officers aridior directors relating to or arising from (i) the Property or Seller's o nership or operation thereof on or before the Closing, (n) the use on or before the Closing of the Property by Seller or any third party, including, without limitation, any tenant, invitee or license of Seller, (iii) any breach of any covenant, agreement, representation or warranty of Seller contained in this Agreement, (iv) the presence, use, handling, storage, disposal or release on or before the Closing of Hazardous Materials on, under ()it about the PSA CNE). RW Inds 56707128 v2 13 itj'IP-54312-1)89 Property caused by Seller, arid (v) Seller's violation of any federal, state, or local law, ordinance or regulation, occurring or allegedly occurring with respect to the Property prior to the Closing. This indemnity by Seller herein contained shall sumvc the Closing and the recordation of the (,rani Deed and Easement Deed 8 t Entry, Possession, ltstSonstruction and Operation 3 I Upon executpori of this Agreement by Buyer and Seller, and deposit of funds in the amount of the Purchase Price into Escrow, Buyer shall have the right of possession and use of the Transfer Portion and Easement Area, including, without limitation, the right to remove and dispose of improvements thereon. thereat and'or thereto and construct the Project, The foregoing agreement of Seller shall Survive the Closing, including, without limitation, the recording of the Grant Deed and Easement Deed, or, at Buyer's election, the termination of this Agreement by, either Party (whether Seller or Buyer) for any reason, including, without limitation, a breach by the ether Party andlor the return of the Purchase Price deposit by Escrow Holder to Buyer on termination of this Agreement, and, if Buyer elects that the same shall survive. Buyer's rights shall be as set forth in the right of entry, possession and use provisions attached hereto as EXHIBIT 4 8 3 2 Buyer makes no representation, warranty, covenant car agreement that the Project shall be constructed or operated, and Seller acknowledges and agrees that no obligation, liability az, duty whatsoever shall exist or he incurred by Buyer or any other personor entity to Seller or any other person or entity as a result of any failure to construct or operate the Project for any reason The foregoing agreement of Seller shall survive the Closing, including. without limitation, the recording of the Grant Deed and Easement Creed, or the termination of this Agreement by either party (whether Seller or Buyer) for any reason, includmg a breach by the other party 8 4 Brokers and Sales Commissions Buyer will not be responsible or liable fbr, and wall not be required to pay, any sales or brokerage commissions and/or finder's fees for which Seller has incurred any obligation with respect to the transaction v •htch rs the subject of this Agreement Seller shall indemnify. protect, defend and hold harmless Buyer and ns successors and assigns hereunder from and against any and all claims, demands, liabilities, obligations, losses, damages, costs arid expenses, including, without limitation, reasonable attorneys' fees, court gists and litigation expenses, arising as of, resulting from or in connection with or related to any sales or brokerage commissions, finder's fees or other commissions which are (or are claimed to be) payable in connection with the transaction which is the suhject of this Aereernent by reason of the actions (or alleged actions) of Buyer Seller's obligations, liabilities and dunes under this Section 8 4 shall survive the Closing or the termination of this Agreement 8.5 Darriage or Destruction Should the Property be materially damaged or destroyed by fire. earthquake or other event without the fault of either Carty„ this Agreement may he rescinded and terminated bg Buyer, and, in such event, Buyer tray reappraise the lr-operty or any part of it Buyer desires to acquire and make an offer thereon 8 6 Extension of Ciosin . ,_Buyer may, upon written notice to Seller, extend the Closing Date and, therefore, the Closing for a reasonable pernod in order to satisfy or to provide time for others to satisfy the conditions to Closing in fifvor of Buyer set forth in this Agreement, including, without limitation, the following (i) that, in accordance With PSA - city of Rndiands 14 RPRP-543K-0a9 56707128 v2 Subsection 2 5 3 and Article 3 above. the Transfer Portion and Easement Arca are subject only to the Permitted Exceptions and that title to the same are otherwise acceptable to Buyer; (ii) that, in accordance with Subsection 2 5 7 and Article 4 above. Buyer has determined that the Transfer Portion and Easement Area are suitable for Buyer's intended use. and (in) that, in accordance with Subsection 2 5 4 and Article 7 above, Seller's representations and warranties are true and accurate arid Buyer has received any consents), release(s) andlor suhordin:ation(s) required or contemplated by Subsections 7.1.4 and 7 1 5 above 9 1NC(]RPORATIOTT QEJ4EC1TAL , WHOLE AGREEMENT 9 1 i ei. i ,:,IS The preamble at the begtwuung of this Agreement as well as the Recitals set forth in paragraphs A. B and C immediately after the preamble are hereby incorporated into this Agreement as if set forth in full in this Section 9 1 9.2 Whole A rreement Consistent with Section 10 17 below, the Parties hereto acknowledge and agree that they have set forth the whole of their agreement in this instrument_ Consistent with Sections 5 1, 5 2 and 5 3 above, the performance of this Agreement by SBCTA constitutes the entire consideration fbr the Transfer Portion and Permanent Easement, including, without limitation, the Grant Deed and Easement Deed, and shall release and relieve Buyer of and from any artd all other and further claims, demands, obligations, liabilities and duties on this account or on account of the location, grade, construction, and operation of the Project_ 10 MECELLANEOUS 10 l Survivalcovenants The covenants, representations and warranties of bath Buyer and Seller set forth in this Agreement shall survive the Closing as well as the recordation of the Grant Deed arid Easement Deed 10-2 Required Actions of Buyer and Seller Buyer and Seller agree to execute such instruments and documents and to diligently. undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use comtrrercially reasonable efforts to accomplish the (losing in accordance with the provisions of this Agreement, 10 3 Time of_ Essence Time is of the essence of- each and every term, condition, obligation and provision of this Agreement 1{0 4 Counterparts, Comm.This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Except as required for recordation, the parties as well as Escrow Holder and Title Company shall accept copies of signatures, including, without limitation, electronically transmitted (for example, by e-mail, iacsirnile, NW or otherwise) signatures 10 5 Captions Any captions tn, or headings of, the articles, sections, subsections, paragraphs, or subparagraphs or other provisions of this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision of this Agreement PSA - L':1v nr'Raltands 15 RPRP 513R-09 56707128m2 v2 10 6 No Obligations to "third Parties Except as otherwise expressly provided in this Agreement, the execution and 'delivery of this Agreement shalt not be deemed to confer any rights upon, nor obligate any of the Parties to, aiiv person or entity other than the Parties 10 7 Exhtbl. The Exhibits attached to this Agreement are hereby incorporated pito this Agreement b this reference 10 Waiver. The waiver or failure to enforce any provision of this Agreement shall riot operate as a waiver of any future breach of any Such provision or any other provision of this Agreement_ 10 9 Pov,cming Law; Venue This Agreement shall be construed in accordance with the laws of the State of California Any, and all Iegaf actions brought to enforce or interpret the terms and provisions of this Agreement shalt be commenced exclusively in a court of competent jurisdiction in the County of San Bernal -chi -1a 10 10 Duyerts Aks±vstment Buyer shall have the right, rn its so[e discretion, to assign this Agreement as well as its rights and remedies in, to and under the Grant Deed and Permanent EasementlEasement Deed, and any right or obligation herein aril therein, to any party oftts choice without the prior consent or approval of Seller 10 11 aucpessors irnd Assigns This Agreement as well as the Grant Deed and Easement Deed shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties 10 12 Ratification This Agreement Is subject to the approval and ratification by the Buyer's governing body or its delegated representative 10.13 Sewerabilit). if any term or provision of this Agreement shah be held invalid or unenforceable, the remainder of this Agreement shall not be affected 10.14 Construction This Agreement will be liberally construed to effectuate the nutrition of the Parties witil respect to the transaction(s) descnhed herein In determining the meaning of, or resolving any ambiguity i ttlh respect to, any sword, phrase or provision of thus Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either Party (including the Party pnrriari]v responsible f'or drafting and preparation of this Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the Parties have participated equally or have had equal opportunity to participate in the drafting thereof 10 15 Legal Pecs Each Party shall be responsible for payment of its own attorneys' fees with respect to negotiation and preparation of this Agreement and processing of the Escrow 1 towever, in the event of the hrinpng of any action or proceeding to enforce, interpret or construe any of the provisions of this Agreement, including, without limitation, seeking damages as ti result of breach of this Agreement, the prevailing Party in such action or proceeding, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other Party all costs and expenses of suit, including actual attorneys' fees. - Cii y of Raitands 16 RPRP 5438 OW 561E171243 10 l6 Entire _Agement; Amendment This Agreement supersedes any prior agreements, negotiations and communications, oral or wntten, and (together with the Grant Decd and Easement Deal) contains the entire agreement between Buyer and Seller as to the subject matter hereof The terms of thts Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto, IN WITNESS V4{11EREoF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. [Signatures en the following pages] PSA - City c,t•Rcaiaruis 17 RPRP 543R 08' 56707128 v2 Date _. .3/77,1 Date SIGNATURE PACE TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS BUYER San Bernardino County Transportation Authority Raymond W Wolfe, Phi) Executive Director APPROVED AS TO FORM Rick Rayl SBCTA Legal Counsel SELLER. City of Redlands, a municipal corporation (i By (xtik-U Name Paul W. Foster Title ATTEST Mayor anrte Donaldson, City Clerk PSA - City of Ri dlands 18 RPRP 543R 089 56707128_v2 EXHIBIT LIST Exhibit 1 - Legal Description of Prop rty IAPN{s} 0170-181-44j Exhibit 2 - Grant Deed Exhibit 3 -Easement Decd,s Exhibit 4 • Entry, Possession and Use Provisions PSA - of Redlands 19 RPRP.543R-069 56707128 v2 EXHIBIT 1 TO PURCHASE AND SALE AGREEMENT AND .JOINT ESCROW Ii'1SI"RI;CTIONS Legal Description of Property (APN(s) 0170-181-44] All that certain real prop rt situated in the County of San Bernardino., State of -California, described as follows - PARCEL I. LOTS 11 AND 12 OF BLOCK 3, LUGONIA HEIGHTS, 1N THE CITY OF REDLAN L)S, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER HAP RECORDED IN BOOK 8, PAGE 12 OF MAPS, IN THE OFFICE ICE OF THE COUNTY RECORDER OF SA ID COUNTY, EXCEPT THEREFROM ANY PORTION IF ANY LYING WITHIN THE RIGHT OF WAY OF CALIFORNIA CENTRAL RAILWAY COMPANY, AS CONVEYED BY DEED RECORDED SEPTEMBER 27, 1897, IN 800K62, PAGE 630 OF DEEDS PARCEL 1A: ALL RICHT, TITLE AND INTEREST OF THE GRANTOR IN ANIS TO THE LAND CINDERLYINO THAT PORTION OF LIJGON1A HEIGHTS, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8 PAGE 12 OF MAPS, IN THE OFFICE OF SAID COUNTY, INCLUDED WITHIN THE BOUNDARIES OF THE LAND DESCRIBED IN THE DEED TO SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED ON JULY 24, 1893 IN BOOK 183, PAGE 355 OF DEEDS. EXCEPT THEREFROM LOTS 11 AND 12 OC BLOCK 3 OF SAID LUGONIA HI;IGI ITS ALSO EXCEPTING THEREFROM PARCELS I AND I A, ALL tvIINERAIS AND MINERAL RIGHTS, INTERESTS, AND ROYALTIES, INCLUDING WITHOUT LIMMIT NG THE GENERALITY THEREOF, OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, LYING BELOW A PLANE 500 FEET BELOW 'TIE SURFACE OF SAID PROPERTY, HOWEVER, GRANTOR OR ITS' SUCCESSORS AND ASSIGNS SHALL NOT HAVE THE RIGHT FOR ANY PURPOS1 WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OF SAID PROPERTY IN CONNECTION THEREW1.111, AS RESERVED IN THE DEED F,CORDED SEPTEMBER 30, 1987 AS INSTRUMENT NO, 87-350672 OF OFFICIAL RECORDS PS.A -coot. € f RextLands 20 RPRf -5 43R -g16',1 56707128.Q EXHIBIT 2 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Gram Deed [APN(s) 0170-181-44] [attached behind this page] PSA - City of Redlands 21 RP RP 543R O:s9 56707128 v2 RECORDING REQUESTED BY; Cor inonwealth Land Title Company 4100 Newport place, Suite 120 Newport Reach, CA 92660 Escrow and Order No WHEN RECORDED MAIL TO: SAN BERNAR BINO COUNTY TRANSPORTATION AUTHORITY 1170 W. 3'11 Street, 2"l HUM" Sart Bernardino, ClII Ifornia 92410-1715 •i Ne.$)• t' 170-1 u L-414 EXEMPT F1tOM RECORDING FEES PER GOVT CODE §27383 EXEMPT FROM DOCLMEN1 ARV TRANSFER TAX PER REV & TAX CODI: i 119:? GRANT DEED l'OR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Redlands, a municipal corporation ("Grantor") does hereby GRANT and CONVEY to San BernardinoCount) Transportation Authority (H rantee") the real property located in the City of Redlands. County of San Bernardino, State of California, more particularly described the legal description attached as Exhibit "A" and depicted or illustrated on the map attached hereto as Exhibit 48", both of such attachmentslexhlbrts are incorporated herein by this referenc e, IN 'WITNESS WHEREOF, Grantor has caused this intrunetll to be executed on the date set forth below Dated cloovroR City of Redlands, a municipal corporation 13y Its. Name. ASA- (:illy of Redlands RPRP-5438-1089 5€812542 x+1 AC KNOWI,EDGEMENT A notary; puhltc or other officer completing lilts certtFcate venfies only the Identity of the indLVIdual who signed the document, tu which this certificate is attached, and not the truth i}ncs5, accuracy, or validity of that document STATE OF CALIFORNIA ) ) COUNTY OF ) On before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the sarne in hisiherltheir authorized capacity(ies), and that by hisfherltheir signaturc(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature (SEAL) PSA City of Redlands R'RP 5438-{]H9 56812542 v1 CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This Is to certify that the interest in real property conveyed by this Grant Deed to the undersigned San Bernardino County Transportation Authority (" SBCTA" ), die provisions of which instrurnent are incorporated by this reference as though fully set forth in this certificate. is hereby accepted by the undersigned officer on behalf of SE TA pursuant to authority conferrr d by tlhc San Bernardino County Transportation Authority's Board of Directors, Agenda Itetn 12, adopted on lime 15, 2013, and the Cirantce consents to recordation thereof by its duly authorized officer Description/ identification of real property. VACANT, East Side of Church Street & approx. 585 feet North of Central Ave , Redlands, California 92374, APN O17O•I81-4 Dated; By Carrie Schindler, PE Director of Transit and Kati Prouatms A notary public or other officer cornpleting this certificate venfies only the identity of the ar3dtvtdual who sign ;d the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document, STATE OF CALIFORNIA COUNTY O _ } On before si3C, . Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/tier/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument till` person(s), or the entity upon behalf of which the person{s} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WI'1"NS my hand and official seal Signature- (SEAL) PSA - Ciiy of Mtn& RPRP 541R-089 EXHIBIT "A" TO GRANT DEED LEGAL DESC IPTiON OF REAL PROPERTY IA 'N{s} 0170-181-441 [attached behind this page] PSA C; y of Redlands RPRF 5438-089 56E112542 4,1 EXHIBIT "Alf LEGAL DESCRIPTION APN 0170-181-44 RIGHT OF WAY PARCEL - RPRP 543R -089.1 -RW That portion of Lots 11 and 12 of Bloch 3, Lugonia Heights, in the City Redlands, County of San Bernardino, State of California, as per Map recorded In Book 8, Page 12 of Maps, filed in the office of the County Recorder of said County, more particularly described as follows Commencing at the intersection of the Southerly right-of-way line of the SBCTA (formerly SANBA ) Railway as shown on Record of Survey Map 1413/73-92 Recorded March 7. 2012 with the Easterly right-of-way line of Church Street being 40 00 wide Easterly frorn the centerline thereof, thence along the said Southerly right -of -war line South 89°21'57 East 7 67 feet to the True Point of Beginning; Thence leaving said Southerly right-of-way line South 44°52/30" West 10.84 feet to the Easterly right-of-way line of said Church Street, thence along said Easterly right -of -war (line South 00°07'30" East 17.23 feet, thence leaving said Easterly right-of-way line South 89°21'57" East 39 72 feet; thence North 00907'30" West 25.00 feet to a point on the Southerly right-of- way line of said SBCTA right-of-way, thence along said Southerly right-of-way line North 89°21'57" West 32 05 feet to the Point of Terminus. Said parcel contains 963 square feet more or Tess. Distances shown hereon are grid distances in U 5 Survey feet To obtain ground level distances, multiply distance by 1/0 99993920. All bearings shown hereon are grid based upon the California Coordinate System, Zone 5, CCS83, (Epoch NSRS-2007) Bearings from reference deeds/maps may or may not be in terns of said system DAVID AMBLER E S. 7322 PAGE 1 OF 1 eA3&33hSURVEY $NDRY13937.55.RPRF baCk9 FnelDealgn,ND''WU15 393355 RPR, New'R1iJAR20t7,A,cgi3llUfw4kPRP-543R-0991Legal5h39 . RPRP-5438.4991 RW Ls ilio E HIBI A "B" TO GAIT DEED MAP OF REM_ PROPERTY IAPN() 0171).18J -44j [attached behind tilts page] PSA - Cis}' Di -Redlands 1.0'RP-543a-089 5$812542 vi LEGEND F.O.C.INDICATES P0/NT OF COMMENCEMENT T. P. o B. INDICA TES TRUE POINT OF BEWON 1223 INDICA TES RIGHT -OF WAY TAKE 30' EXHIBIT B RPRP-5438-089 APN 0170-181-44 CITY OF REDLANDS, CA ct 01 7.77' k& Ed P SHEET 1 OF 1 LINE TALE NO BEARING LENGTH LI S44 2'30"W 10 84' 74- SETA (SANBA T AIL WA Y RS -J48/73-92 rPo8.Jut 892115.7"W Jg.7 37:05V 30' 10' ri= f 589421157T 39.72' a 0,4 ■ RPRP-543R-089.1-FEE 953,18 S.F. APN 0170-187-44 4 EN OTE3 JJ Lk la BLOCK LUGONJA HEIGHTS MS 8/12 LAND S .}? gyp 44_ q , DAW PROJECT DESIGN CONSULTANTS Planning ILand cepaArehitect re IEnpinaering!Survey O1ltVELBI Cag10,3a1J. APRP-19A tit ,r_ -:.n, W AMBLED. L. 7322 DATE i3 EIrri 1E05 s.e orbo, c}. Uia1 alax3sAirn ■1123a,iO4 Fa WOW •io S NO. ]322 Exp. 12%31/2017 LP 4 • —Or. CAILik Y•+ EXHIBIT 3 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Permanent Easement Deeds [APN(s)• 0170-181-44] [attached behind this page] PSA - City or i xi - 22 56707128 v2 RPRP-5438-089 RECORDING REQUESTED BY: Commonwealth Land Title. Company 4100 Newport place, Suite 120 Newport Beach, CA 92660 Escrow and Order No WHEN RECORDED MAIL T• SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY 1170 W 3' Street, rd Floor San Bernardino, California 92410-1715 ProwitofAr 'IL'1I ]-44 EXEMPT I-Rl.tRICOROINGFEES PER (,(A7. COM : 273ft3 EXEMPT- I ROM DOCUMENTARY TRANsfl:R TAX PER REV' & FAX cooi•::i EASEMENT DEED Grant of Easement for Public Sidewalk and Pedestrian Purposes FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Redlands, a municipal corporation ("Grantor") does hereby GRANT and CONVEY to San Bernardino County Transpartaliort Authority ("Grantee), and its successors and assigns, art easement for public sidewalk, walkway, path and/or bike path and pedestrian as well as bicycle and similar vehicle use, access, ingress and egress purposes, and appurtenances and uses associated therewith, including without imitation the installation and inaanteraance of a public sidewalk, together with any and all appurtenances pertaining thereto, over, above, on, under, in, across, along and through that certain portion of Grantor's real property located rn the City of San Bernardino, County of Stan Bernardino, State of California, more particularly described in the legal description attached hereto as Exhibit "A' and depicted or illustrated on the reap attached hereto as Exhibit "B", both of such attachments ,' exhibits are sn . arporated herein by this reference. IN 1rU. E S WHEREOF, Grantor has caused this instrument to be executed on the date set forth below ' Dated FSA - Coy of Redlands 56912541 vi GRANTOR City of Redlands, a municipal corporation By Its Namc- RPRP-543R-989 ACKNOWLEDGEMENT A nutary public or other officer completing this certificate verifies only, the Identity of the mchvLdual who signed the document, to which this certificate is attached, and not the truthtiaiuess, accuracy, or validity of that document. STATE OF CALIFORNIA } COU TY OF On before rne, Notary Public, personally appeared who proved 10 me on the basis of satisfactory evidence to be the person(s) whose name(s) tsrare suicrnl to the within instrument and acknowledged to me that he/she/they executed the sarne in hrsherltheir authorized capacity( les), and that by huw.rher•their signature(s) on the irutrument the person(s), or the entity upon behalf ofwhich the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature- (SEAL) PSA - City of Red/ands 56812541 .1/4,1 RPRP 541R-089 CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This k co certify that the interest in real property conveyed by this Easement Deed to the undersigned San Bernardino County Transportation Authority (- SBCTA ), the provisions of which instrument are incorporated by this reference as though fully set Forth in this certificate, is hereby accepted by the undersigned officer on behalf of SB(TA pursuant to authority conferred by, the San Bernardino County Transportation Authority's Board of Directors, Agenda item 12, adopted on .lune 15, 2013. and the Ciranme consents to recordation thereof by its duly authorized officer Description/ identification of real property: VACANT, East Side of Church Street & approx. S85 feet North of Central Ave., Redlands, California 92374, APN 0170*181-44 Dated By Carrie Schindler, PE Director of Transit and Rad Programs A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness. accuracy. or validity of that document STATE OF CALIFORNIA ) COI I 'I'Y OF ) On before me, Notary Public, personally appeared _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is.'are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized .apacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument 1 certify under PENALTY OF PFR,I .'f under the laws of the State of California that the foregoing paragraph rs true and correct WITNESS my hand and official seal Signature _ (SEAL) PSA - City or Redlands RPRP-5-13R-D89 EXH1$Ii"A" TO EASEMENT DEED LEGAL. DESCREPTION OF EA EN :C . AREA IAPN(s) 017-181-44J tatuached bthircI this page1 :iEE81'2541 v1 EXHIBIT "A1' LEGAL DESCRIPTION APN 0170-181-44 PERMANENT EASEMENT - RPRP 5438-089 3 -PE That portion of Lots 11 and 12 of Block 3, Lugonia Heights, in the City Redlands, County of San Bernardino, State of California, as per Map recorded in Book 8, Page 12 of Maps, filed in the office of the County Recorder of said County, more particularly described as follows Commencing at the intersection of the Southerly right-of-way line of the SBCTA (formerly SANBAG) Railway as shown on Record of Survey Map 148173-92 Recorded March 7, 2012 with the Easterly right-of-way line of Church Street being 40 00 wide Easterly from the centerline thereof; thence along said Easterly right-of-way line South 00°07'30" East 7 77 feet, thence Leaving said Easterly right -o# -way line North 44°52'30' East 10 84 feet to a point on the Southerly right-of-way of said SBCTA right-of-way, thence along said Southerly right-of-way line North 89'21'57" West 7 67 Feet to the Point of Terminus. Said parcel contains 30 square feet more or less. Distances shown hereon are grid distances in U 5 Survey feet, To obtain ground level distances, multiply distance by 110.9999390 All bearings shown hereon are gnd based upon the California Coordinate System, Zone 5, CCS83, (Epoch NSRS-2007) Bearings from reference deeds/maps may or may not be in terms of said system L 7322 PAGE F1 P-1383816SURVEY B1+DRY13833.53.RPRAbact9.FlneIUesFpn. lov201%1833 B$-PPRP-NcwIlWjarkarIl 4ngEPRP-5438,09 13633- RPRP 5438.089 ) PE 4.0.dot EXHIBIT "B" TO EASEMENT DEED MAP OF EASEMENT AREA ',WNW 0170-181-441 [attached behind this page] 5iiB1'2541 vl LEGEND P.0.B, INDICA TES POINT OF BEGINNING E.73 INDICA TES PERMANENT EASE -MEN T EXHIBIT B RPRP-54313-089 APN 0170-181-44 OffY OF REDLANDS, CA SBC TA (ANA RAILWAY 40' .O' 10' RS 148/73-92 SEE DETAIL BELOW RPRP-54,3R-089.3 29.77 SF LOTS APN 0170-181-44 BLD L GOMA MB SBCTA RAILWA` Rae. N892 S71V 715,7" SHEET 1 OF 1 g i DAVID Kor AMPLER, LS. 7322 DATE PROJECT DESIGN OONSU401. LTANTS Planning llenc nwR Architecture tEngineering 1 Survey 11)6(3314 SUR TUIRIgrUM5k i1IA teSRA A10.4 9 .I'25I,3433,55-RIDO-NEIIRW w70+7.- .,r rr r^.; xtl o lrrIst 5iir DM Sim Maw. OMNI 1110-234.001?N N4 7322 Exp. 12/31/2017 of c A.05 r. RECORDING REU ES" ' : f 1 Commonwealth Land Title Company 4100 Newport Place, Suite 12{] Newport Beach, CA 92660 Escrow and Order No WHEN RECORDED MAIL TO. SAN BL RNARDINO COI; ]TY TRANSPORTATION AUTHORITY 1170 W. 3rI Street, 2"d Floor San Bernardino, California 92410-17 i Pariiomui-A. N1i7€k-IR1A# EXEMPT mom RF.CORDI4G FI -s PER [,DVT CODE §.2735} F:XE.MPT FROM DOC UMiI•:NTARY TRANSFER TAX PER kite a TALC CODE §11.92.2 GRANT OF EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Redlands, a municipal corporaltron ("Grantor") does hereby GRANT and CONVEY to San Bernardino County Transportation Authority (" Krantee"), and its successors and assigns, an easement for access purposes over, above, on, under, in, across, along and through, that certain portion of Grantor's real property located in the City of San Bernardino, County of San Bernardino, State of California. more particularly described in the legal description attached hereto as Exhibit "A" and depicted or illustrated on the map attached hereto as Exhibit "B", both ot'such attachments ! exhibits are incorporated herein by this reference 1N W[TNES5 WHEREOF, Grantor has causal [his instrument to be executed on the date ;;et forth below Dated GRANTOR City of Redlands, a municipal corporation By Its Naepic PSA - City Redlands 131)RP-543R-089 56812543 vi ACKNOWLEDGEMENT A notary public or other officer completing this cern ficate verifies only the identity of the individual who signed the document, k which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORf } COUNTY OF ) On before me, Notary Public, personally appeared - ---- who proved to me on the basis of satisfactory erridence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to inc that Iw she.they executed the same in his/her/their authorized capacity(ies), and that by Fusilier/thew signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature (SEAL) 56812543 vi CERTIFICATE OF ACCEPTANCE (Government Cod Section ?72 1) This is to certify that the interest in real property conveyed hy this Grant of Easement Deed to the undersigned San Bernardino County Transportation Authority (" BCl'A"), the provisions of which instrument are incorporated by this reference as though fully set forth in this certificate, is hereby accepted by the ,undersigned officer on behalf of SBCTA pursuant to authority conferral hy. the San Bernardino County Transportation Authority's Board of Directors, Agenda hem 12, adopted on June 15, 2013, and the Grantee consents lo rccnrciarion thereof by its duly authorized officer Description/ identification of real property VACANT, East Side of (7hurch Street .54 approx, 585 feet North of Central Ave., Redlands, California 92374, APN: 0170-181-44 Dated By Carrie Schindler, PE Director of Transit and Rail Prol;r nis A notary public or other officer completing this certificate verifies only the identity of the individual who signet# the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA } COUNTY OF ) Ori before me. Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be. the person(s) whose name(s) isfare subscribed to the within instrument and acknowledged to me that helshehhey executed the same in his/her/their authored capacity(ies). and that by, hisfherltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument 1 certrfv under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct, WITNESS my hand and official seal Signature (SEAL) PSA - City or Redlart6 RPRP 541R•089 EXHIBIT "A' TO GRANT O F EASEMENT LEGAL DESCRIPTION OF EASEMENT AREA IAPN(s) 0170481.441 [attached behind this page] 56812543 v1 EXHIBIT "A" LEGAL orSC RIPTION APN 0170-181-44 ACCESS EASEMENT - RPRP 5438-089 2 -AE That portion of Lots 11 and 12 of Block 3, Lugonia Heights, in the City Redlands. County of San Bernardino, State of California, as per Map recorded in Book 8, Page 12 of Maps, filed in the office of the County Recorder of sa id County, more particularly described as follows: Commencing at the intersection of the Southerly right-of-way line of the SBCTA (formerly SANBA) Railway as shown on Record of Survey Map 148173-92 Recorded March 7, 2012 with the Easterly right -of -war line of Church Street bung 40 00 wide Easterly from the centerline thereof; thence along the said Southerly right-of-ways line South 89°21'57 East 39 72 feet to the Prue Point of Beginning; Thence leaving said Southerly right-of-way line South 00°07'30" East 25 00 feet; thence North 89°21'57" West 39 72 feet to the Easterly fight -of -way line of said Church Street, thence along saki Easterly right-of-way line South 00°07"30" East 19 99 feet; thence leaving said Easterly right-of-way line South 89.2157" East 59 74 feet; thence North 0°07'30" West 45 00 feet to a point an the Southerly right-of-way line of said SBCTA right-of-way; thence along said Southerly right-of-way line North 89°21'57" West 20.02 feet to the Point of Terminus. Said parcel contains 1,895 square feet more or Tess Distances shown hereon are gird distances in U 5 Survey feet To obtain ground level distances, multiply distance by 1,0 99993920. Alt bearings shown hereon are grid based upon the California Coordinate System. Zone 5, CCS83, (Epoch NSRS-2007)_ Bearings from reference deeds/maps may or may not be in terms of said system, DAVID AMBLER L S 7322 PAGE 1 OF 1 P.'479334SURVE'f1314ORYLIze33 55- 3PRP hack$.FiN design.No42015i3633.5S.RPRP.Ns RWJsn2 17-ACq&5iiani1RPRP•5&3R 0891Lega1s%3893,. RPRP•5#9R•o9 2 Leq 1,doc EXHIBIT "B" TO GRANT OF EASEMENT MAP OF EASEMENT AREA IAP (s) 0170-181-441 (attached behind this page] 5G812543 vi LEGEND P. 0.C. INDICA WS POINT OF COMMENCEMENT utast. INDICA TES TRUE POINT OF BEGWNfNG L J 11411D/CA TES ACCESS EA SEMEN T 30' CHURCH ST 40' EXHIBIT B RPRP-543R-0139 APN 0170-1BI-44 CRY OF REDLANDS, CA crs rn rn SHEET t OF 1 14 SBCTA SANBA G RAIL WA Y S 148/73 -92 N89211571V 59 74' T. P.O.D. 20.02' RPRP-5438-089.2-AE : 71594.58 S.F. APII 0170-181-44 'a N89'21'57"W J9 72' J0i - 10' p S89 '57'E 59 741 Lors rc1, BLOCK 3 L Li G MA FIEJ MB 8/12 DA VI PROJECT DESIGN CONSULTANTS Flarininu JLen ds:ape Architaeuue !Engineering I Sirvoy l'.410. d W. AMBLER, 791 E Urns, s.ne dcc ttiP. CAdia c 514994/1+171 iA 4I Z1U LM P 7 L S. 7322 DA TE SIN_ !_ —_LYYN F*T. —iJ F.- 4 .7. -INJ3 Ff..:11T1 EXHIBIT 4 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Entry, Possession and Use Prov1910ris [APN(s)' 0170-18 I -44] A Grant of Use Seller hereby irrevocably grants to Buyer and or Its ass4gnee for no addttiotial monetary consideration beyond the cornperisatLon that Seller- well receive upon Buyer's acquisition of the Transfer Portion and Easement Arca either through a contract currently bang or to be negotiated or, in the event the parties do not negotiate or are unable to agree to the terms of that contract, through a condemnation action. a right of entry. possession and use of the Transfer Portion and Easement Area on the toms described in item B below f3 Use ortbe Property Buyer shall have the right to enter upon and use the Transfer Portion and Easement Area for the following purposes (the "Permitted Activities') (1) With rest to the Transfer Portion, for any purpose whatsoever related to the construction andlor operation of the Project, and (2), with respect to the Easement Area, for the Permanent Easement purposes set forth in Recital B 2 appearing after the preamble al the beginning of tIns Agreement, including, but not limited to, the purposes set forth en the Easement Deed Bu er' ht to Terminate . Buyer shall have no obligation to commence or complete any of the Permitted Activities D o'cast to Seller Buyer shall bear all costs and expenses in connection with Buyer's use of the Property Eminent Domani By granting the tr-revocable right of entry, possession and use of the Transfer P0rrtfIti and Easement .Area as set forth in this EXI ILBLT 4 to Buyer, Seller agrees to the following (I) Seller shall not object to the filing of an eminent domain proceeding to acquire the Transfer Portion and/or Permanent Easement, (2) in any eminent domain action filed by Buyer 10 acquire the Transfer Portion andjor Permanent Easerncht, Seller shall riot challenge Buyer's right to take the Transfer Portion and/or Permanent Easement, and the only issue shall be the amount of just compensation for the -F'ratisfer Portion aiidlor Permanent I aisemetil, (3) in the event proceedings in eminent dirnain arc begun, the date of valuation for determining the amount of just compensation for the Transfer Portion and/or Permanent Easement, es appruprfatc, shall be the date on which Buyer file the complaint in said proceeding, and (4) this Agreement, including, without limitation, the entry, possession and use provisions set forth in this gNEl1 nil- 4, shall control and, therefore, Buyer need not obtain a court order for possession in connection with any eminent dorrtatn action or proceedings, F. Parties' iruertt to Be Hound The Parties intend that this Agreement, including, without limitation, the right of'entry, possession and use provisions set Forth above: in this EXT -1181T4, constitute a binding contract hi particular in this regard, Seller acknowledges and agrees that it is important for Buyer to have assurances that the Project may b.e constructed to a timely manner, and that the rights granted to Buyer in the right of entry, possession and use provisions set forth above in this EXHIBIT 4 to the Agreement are crucial to the Project's success In the event of PSS. -City of Rcxilamts 56707128 v2 23 RPRP 5438-089 any dispute concerning the righI of entry, possession and use provisions set forth above in this EX UUBlT 4. the Parties agree that monetary damages will not be adequate to tnakc them whole, and intend For the terms of such right of entry, pnssessJon and use provisoons to he specLfically enforceable psri - City of Redlands 24 RPRP-5438-0R9 56 7071 28 v2