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HomeMy WebLinkAboutContracts & Agreements_113-2019PSA 5.2 (4/1S) PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS DATED JUNE 18, 2019 BY AND BETWEEN CITY OF REDLANDS, a municipal corporation AS SELLER, BAKTI LUMINTA, an Individual, AS BUYER PSA 5.2 (4/18) TABLE OF CONTENTS Page 1 PURCHASE AND SALE 1 2 PURCHASE PRICE 1 21 Deposits 1 2 2 Deposit of Balance 2 3 ESCROW 2 3 1 Opening of Escrow 2 3 2 Escrow Instructions 2 3 3 Termination/Cancellation 3 4 ACTIONS PENDING CLOSING 3 4 1 Due Diligence 3 4 2 Title 5 5 DESCRIPTION OF PROPERTY 6 5 1 The Real Property 6 6 CONDITIONS TO CLOSING 6 6 1 Buyer's Closing Conditions 6 2 Seller's Closing Conditions 7 CLOSING 6 7 8 7 1 Closing Date 8 7 2 Deliveries by Seller 8 7 3 Deliveries by Buyer 8 7 4 Actions by Escrow Agent 9 7 5 Prorations/Apportionment 10 7 6 Closing Costs 10 7 7 Closing Statement 11 7 8 Deliveries Outside of Escrow 11 8 SELLER'S REPRESENTATIONS AND WARRANTIES 11 8 1 Due Organization 11 8 2 Seller's Authority, Validity of Agreements 12 8 3 No Third -Party Rights 12 8 4 Litigation 12 8 5 Zoning and Condemnation 12 PSA 5 2 (4/18) 8 6 No Violations of Environmental Laws 12 8 7 No Othei Commitments 13 8 8 Wells 13 9 BUYER'S REPRESENTATIONS AND WARRANTIES 13 9 1 Due Organization 13 9 2 Buyer's Authority, Validity of Agreements 13 10 SURVIVAL 11 AS -IS 12 REMEDIES 13 13 14 12 1 Default by Seller 14 12 2 Default by Buyei 14 13 BROKERS 15 14 MISCELLANEOUS PROVISIONS 15 14 1 Entire Agreement 15 14 2 Modification, Waiver 15 14 3 Notices 16 14 4 Expenses 17 14 5 Severability 16 14 6 Successors and Assigns 16 14 7 Counterparts 17 14 8 Governing Law, Jurisdiction, 17 14 9 Headings 17 14 10 Time of Essence 17 14 11 Further Assurances 17 14 12 Construction 18 14 13 Attorneys' Fees 18 14 14 Business Days 18 11 PSA 52 (4/18) PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of 18th day of June, 2019 (the "Effective Date "), by and between CITY OF REDLANDS, a municipal corporation ("Seller"), and Bakti Lummta, an individual ("Buyer"), for the purpose of setting forth the agreement of the parties and to provide instructions to Escrow Agent with respect to the transaction contemplated by this Agreement Seller and Buyer are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS A Seller is the owner of an undivided fee simple interest in certain real property located in the City of Redlands ("City"), San Bernardino County ("County"), State of California, known as County of San Bernardino Assessor Parcel Number 0169-053-11-0000, and as more particulaily described on Exhibit "A" attached hereto (the "Property") B Seller desires to sell, transfer, and convey the Property to Buyer, and Buyer desires to purchase and acquire the Property from Seller, upon and subject to the terms and conditions set forth in this Agreement NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree, and instruct Escrow Agent, as follows AGREEMENT 1 PURCHASE AND SALE Subject to and upon all of the terms and conditions of this Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase and acquire from Seller, the Property 2 PURCHASE PRICE The purchase price of the Property (the "Purchase Price") shall be Sixty Thousand Dollars ($60,000) The Purchase Price shall be payable as follows 2 1 Deposits Within ten (10) days following the "Opening of Escrow" (as hereinaftei defined), Buyer shall deposit into "Escrow" (as hereinafter defined) the sum of One Thousand Dollars ($1,000) (which amount, together with any and all interest earned thereon, shall hereinafter be referred to as the "Deposit") The Deposit shall be fully refundable through the Due Diligence Termination Date, as defined in Section 4 13 From and after the Due Diligence Termination Date, provided Buyei does not elect to terminate this Agreement pursuant to the terms of Section 4 13, the Deposit shall become non-refundable, except as specifically provided otherwise herein, and shall be credited against the Purchase Price at Closing 1 L 1caldtmlAgreements\Purchase and Sale Agreement City as Seller PSA 5 2 302 W Colton Luminta 6 18 19 docx jn PSA 5.2 {4118} 2 1 1 Refund of Deposit In the event that Buyer delivers its Feasibility Notice, but subsequently elects to terminate this Agreement due to (a) a Seller Default, as defined m Section 12 1 hereunder, (b) a failure of a Buyer's Condition to Closing, or (c) the occurrence of any other event which by the terms of this Agreement gives rise to Buyer's right to terminate this Agreement and receive a refund of the Deposit, then, subject to the terms of Section 4 1 3, (i) the Deposit shall be returned by Escrow Agent to Buyer, or to the extent previously released to Seller, and refunded to Buyer by Seller, (u) this Agreement and the Escrow shall terminate, and On) the Parties shall have no further obligation to one another with respect to this Agreement, except with respect to such provisions which by their terms survive the termination of this Agreement 2 1 2 Interest The Deposit and any other cash held by Escrow Agent for the benefit of Buyer shall be held in a federally insured interest beanng account, and the interest shall accrue to Buyer's benefit 2 2 Deposit of Balance Buyer shall, at least one (1) business day prior to Closing (as defined in Section 7 1), deposit into Escrow in the form of wire transfer, cash or a certified or bank cashier's check for immediately available funds, the amount of the Purchase Price less the Deposit, plus Buyer's closing costs and Buyer's share of any prorations to be made in accordance with this Agreement 3 ESCROW 3 1 Opening of Escrow. Buyer and Seller shall cause an escrow ("Escrow") to be opened with First Amencan Title Insurance Company located at 3281 East Guasti Road, Suite 440, Ontario, California, 91761, Attention Kelly A Simoneau ksimoneau@firstam com ("Escrow Agent") by delivery to Escrow Agent of a fully executed copy of this Agreement Escrow Agent shall promptly deliver to Buyer and Seller written notice of the date of the "Opening of Escrow " As used herein, the term "Opening of Escrow" means the day on which Escrow Agent receives a fully executed copy of this Agreement and has notified each Party in wnting of such receipt 3 2 Escrow Instructions This Agreement shall constitute escrow mstructions to Escrow Agent as well as the agreement of the Parties In the event that any other printed escrow instructions are requested of the Parties and the terms thereof conflict or are inconsistent with any provision of this Agreement or any deed, instrument, or document executed or delivered in connection with the transaction contemplated hereby, the provisions of this Agreement, or such deed, instrument, or document shall control Escrow Agent is hereby appointed and designated to act as Escrow Agent and instructed to deliver, pursuant to the terms of this Agreement, the documents and funds to be deposited into Escrow as herein provided 3 3 Termination/Cancellation Upon any termination or cancellation (the terms being used interchangeably herein) by either of the Parties as expressly allowed under this Agreement (including, without limitation, any deemed termination or cancellation), (a) the Deposit shall be delivered to the Party that this Agreement specifies is entitled thereto, (b) all documents, instruments, and funds delivered into Escrow shall be returned to the Party that delivered the same into Escrow, and (c) the Parties shall thereafter be relieved from further liability hereunder, except with respect to any obligations under this Agreement that are expressly stated to survive any termination of this Agreement A copy of any notice of termination allowed under this Agreement 2 L Ica\dim\AgreementsWurchase and Sale Agreement- CEty as Seller.PSA-5 2 302 W Colton Lummta 6 18 19 docx.in PSA 5 2 (4/18) shall be sent to Escrow Agent by the Party electing to terminate Upon a termination 01 cancellation by either of the Parties foi any reason other than a default by Seller, Buyer shall deliver to Seller copies of all third -party reports, plans, studies, applications or any other matters obtained by or prepared foi Buyer in connection with Buyer's review of the Property and which relate to the physical condition of the Property, including, without limitation, any engineering and environmental reports completed and/or obtained by Buyer in connection with Buyer's review of the Property ("Property Condition Documents"), but excluding any documents that are subject to the attorney client privilege or that contain proprietary or confidential information Seller understands and acknowledges that neither Buyer nor any of Buyer's representatives makes any representation or warranty to Sellei as to the accuracy or completeness of the Property Condition Documents and that Buyer and Buyer's representatives have not made or will not make any attempt to verify the data contained therein Sellei agrees that Buyer and Buyer's representatives shall not have any liability to Seller as a result of Seller's use of the Property Condition Documents 4 ACTIONS PENDING CLOSING 4 1 Due Diligence 4 1 1 Property Materials 4 1 1 1 Within five (5) days following the Opening of Escrow, Seller shall, at Seller's sole cost and expense, to the extent within the Seller's possession 01 control, provide to Buyer true, correct, and complete copies of all of the following documents (collectively, the 'Property Materials") (a) Any and all surveys foi the Property, (b) All existing, proposed 01 draft site plans, maps, plats, landscaping plans, construction plans and drawings, and development plans for the Property (including, without limitation, with respect to offsite development related to the Property), (c) All existing environmental reports foi the Property, (d) All leases, occupancy agreements, operating agreements, and licenses that affect the Property, All zoning stipulations, agreements, and requirements that affect or that are proposed to affect the Property, (e) (f) (g) All archaeological, biological, soil, geological, grading, drainage, and hydrology reports, surveys, or assessments and any other engineering reports for the Property, and A Natural Hazards Disclosure Report in conformity with the California Natural Hazards Disclosure Act, 3 L 1ca\djm\Agreements\Purchase and Sale Agreement- City as Seller PSA -5 2 302 W Colton Lummta 6 18 19 docx jn PSA 5.2 (4/18) 4 1 1 2 Furthei, prior to the Due Diligence Termination Date (as defined in Section 4 1 3), upon not less than twenty-four (24) hours prior written notice by Buyer to Seller, Seller shall make available to Buyer at Seller's offices, and Buyer shall have the right to review, all other records in Seller's possession or control relating to the Property 4 1 1 3 Sellei shall promptly furnish to Buyer for its review (a) any of the items described in Section 4 I 1 I that may come into Seller's possession 01 control from and aftei the date of this Agreement, and (b) any additional documents and information in the possession 01 control of Sellei reasonably requested in writing by Buyei Except as provided in Section 8 15, Buyer understands and acknowledges that neither Seller nor any of Seller's representatives makes any representation or warranty to Buyer as to the accuracy or completeness of the Property Materials and that Seller and Seller's representatives shall have not made of will not make any attempt to verify the data contained therein Buyei agrees that Seller and Seller's representatives shall not have any liability to Buyer as a result of Buyer's use of the Property Materials 4 1 2 Buyer's Diligence Tests 4 1 2 1 For sixty (60) days from the Effective Date of this Agreement, Buyer and its employees, agents, consultants, and contractors shall be entitled, at Buyer's sole cost and expense, to (a) enter onto the Property to perforin any inspections, investigations, studies, and tests of the Property (including, without limitation, physical, engineering, soils, geotechnical, and environmental tests) that Buyer deems reasonable, (b) review all Property Materials, and (c) investigate such other matters pertaining to the Property as Buyer may desire Notwithstanding the foregoing, Buyei shall not conduct any invasive testing on the Property without the prior written consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned Any entry by Buyer onto the Property shall be subject to, and conducted in accordance with, all applicable laws 4 1 2 2 Buyer shall keep the Property free and clean of any mechanics' hens and indemnify, protect, defend, and hold Seller and Seller's partners, officers, directors, shareholders, managers, members, agents, employees, and representatives (each an "Indemnified Party" and collectively, the "Indemnified Parties") harmless from and against any and all claims (including, without limitation, claims for mechanic's hens or materialman's hens), causes of action, demands, obligations, losses, damages, liabilities, judgments, costs, and expenses (including, without limitation, reasonable attorneys' fees, charges, and disbursements) (collectively, "Claims") in connection with or arising out of any inspections of the Property earned on by or on behalf of Buyer pursuant to the terms hereof, provided, however, that Buyer shall have no responsibility or liability foi (a) the negligence or willful misconduct of any Indemnified Party, (b) any adverse condition or defect on 01 affecting the Property not caused by Buyer or its employees, agents, consultants, or contractors but discovered or impacted during their inspections including, without limitation, the pre-existing presence or discovery of any matter (such as, but not limited to, any Hazardous Substance (as hereinaftei defined)), and/oi (c) the results or findings of any inspection 4 12 3 Upon completion of Buyer's inspections, Buyei shall promptly repair any matenal damage to the Property caused by its entry thereon and restore the Property to substantially the same conditions as it existed pnor to Buyer's entry under this Section 4 1 2 4 L 1caldjni\Agreements\Purchase and Sale Agreement City as Seller PSA -5 2 302 W Colton Lummta 6 18 19 docxp PSA 5.2 (4/18) 4 1 2 4 The provisions of this Section 4 1 2 shall survive the Closing or the earlier termination of this Agreement 4 13 Buyer's Termination Right Buyer shall have the right at any time on or before the date sixty (60) days following the Opening of Escrow (the "Due Diligence Termination Date") to terminate this Agreement by delivering a written notice of such termination to Seller and Escrow Agent if Buyer determines, in its sole and absolute discretion, that the Property is not acceptable to Buyei foi any reason Buyer shall indicate its satisfaction andloi waivei of the Due Diligence condition described in this Section 4 1 by delivering written notice of such satisfaction and/oi waiver ("Feasibility Notice") to Seller and Escrow Agent on or prior to the Due Diligence Termination Date In the event Buyei fails to timely deliver a Feasibility Notice, then this Agreement and the Escrow shall be automatically deemed terminated In the event this Agreement is terminated in accordance with this Section, then the Deposit shall be immediately returned to Buyer and the Parties shall thereafter be relieved from further liability hereunder, except with respect to any obligations under this Agreement that are expressly stated to survive any termination of this Agreement 4 2 Title. 4 2 1 Deliveries by Seller Within two (2) Business Days after the Opening of Escrow, Seller shall cause First American Title Company of San Bernardino County ("Title Insurer") to issue and deliver to Buyer (a) a current commitment for an CLTA standard coverage Owner's Policy of Title Insurance foi the Property (the "Title Report") and (b) legible copies of all documents referenced therein (collectively with the Title Report, the "Title Documents") 4 2 2 Buyer's Review of Title Buyer shall have until the date thirty (30) days following the Opening of Escrow ("Title Review Date") to notify Seller in writing of any objection that Buyer may have to any matters reported or shown in any survey 01 the Title Documents or any amendments 01 updates thereof (a "Buyer's Objection Letter") (provided, however, that if any such amendments 01 updates are received by Buyer after or within five (5) Business Days before the Title Review Date, Buyei shall have five (5) Business Days following Buyei 's receipt of such amendment or update and copies of all documents referenced therein to notify Sellei of objections to matters shown on any such amendment or update that were not disclosed on the previously delivered survey 01 Title Documents and the Closing Date shall automatically be extended as necessary to facilitate such notice period and any subsequent periods foi Seller's response and Buyer's election as provided in subsections (i) and (ii), below) Matters shown as exceptions to coverage in the Title Report (or any amendments or updates thereof) that are not timely objected to by Buyer as provided above shall be deemed to be "Permitted Exceptions " Sellei shall cooperate, at no cost to Seller, with Buyer to eliminate matters objected to by Buyei, but, except as set forth in the last sentence of this Section 4 2 2, Seller shall have no obligation to cure or correct any matte]. objected to by Buyei On 01 before the fifth (5t1i) Business Day following Seller's receipt of Buyer's Objection Letter, Seller may elect, by delivering written notice of such election to Buyer and Escrow Agent ("Seller's Response"), to cause Title Insurer to remove 01 insure ovei any matters objected to in Buyer's Objection Letter If Seller fails to deliver Seller's Response within the penod set forth above, it shall be deemed an election by Seller not to cause Title Insures to so remove or insure ovei such objections If Seller elects or is deemed to have elected not to cause Title Insure' to so remove or insure, or if Buyer determines, in its sole 5 L 1caldimlAgreements\Purchase and Safe Agreement City as Seller PSA -5 2 302 W Colton Luminta 6 18 19 docx jn PSA 5.2 (4/18) discietion, that any proposed endorsement fol or insurance ovei an objected mattei is unsatisfactory, then Buyer must elect, by delivering written notice of such election to Seller and Escrow Agent on oi before the eat hei to occur of (a) the fifth (561) Business Day following Buyer's receipt of Seller's Response or (b) if no Seller's Response is received by Buyei, the fifth (5') Business Day following the date on which Seller shall have been deemed to have responded, as provided above, to (i) terminate this Agreement, in which case the Deposit, to the extent previously deposited in Escrow, shall be immediately returned to Buyer, or (n) proceed with this transaction, in which event those objected to exceptions oi matters that Seller has not elected to cause Title Insurer to so remove or insure shall be deemed to be Permitted Exceptions In the event that Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to terminate this Agreement in accordance with the preceding clause (i) Notwithstanding anything else stated herein, in all events, regardless of whether Buyer has given notice of objection as stated above Seller shall be obligated to satisfy and otherwise remove all monetary and financial hens and encumbrances in existence as of the Effective Date or incurred by Seller on 01 before Closing hereunder (othei than current taxes not yet due) and any additional encumbrances incurred by Seller after the Effective Date in violation of any provision of this Agreement, and, except as may be otherwise specifically set forth in this Agreement, terminate all leases, possessory agreements, licenses, and operating agreements that affect the Property and Buyei need not object to any such matters In furtherance thereof, Seller agrees not to cause or create any additional encumbrances or other matters affecting title to the Property to be incurred following the Effective Date that are not satisfied or otherwise removed on or before Close as contemplated above 4 2 3 Condition of Title at Closing Upon the Closing, Seller shall sell, transfer, and convey to Buyei fee simple title to the Property by a duly executed and acknowledged grant deed in the form of Exhibit "B" attached hereto (the "Grant Deed"), subject only to the Permitted Exceptions and the reservations and other matters, if any, referenced 01 described in said Grant Deed 5 DESCRIPTION OF PROPERTY 5 1 The Property As used in this Agreement, the term "Property" shall mean, collectively, all of Seller's right, title, and interest in and to (a) the Land, (b) all improvements thereon (the "Improvements"), and (c) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection with the Land and/or any of the Improvements, including, without limitation, all (i) development rights and credits, air rights, water, water rights, and water stock relating to the Land, (ti) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, 01 connected to the Land, and (in) minerals, oil, gas, and othei hydrocarbon substances in, under, or that may be produced from the Land 6 CONDITIONS TO CLOSING 6 1 Buyer's Closing Conditions The obligation of Buyei to complete the transaction contemplated by this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by Seller at the Closing) (the "Buyer's Closing Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by Buyer only in a writing executed by Buyer 6 L 1caldjm\Agreenients\Purchase and Sale Agreement- City as Seller PSA -5 2 302 W Colton Lum nta 6 18 19 docx,ln PSA 5.2 (4R8) 6 1 1 Title Title Insurer shall be irrevocably and unconditionally prepared and committed to issue to Buyei (with an effective date not earlier than the Closing Date), a CLTA standard coverage owner's policy of title insurance ("CLTA Standard Policy") in favoi of Buyei for the Property (a) showing fee title to the Property vested in Buyer, (b) with liability coverage in an amount equal to the Purchase Price, (c) with those endorsements reasonably requested by Buyer including, without limitation, a Mechanic's Lien Endorsement, and (d) containing no exceptions othei than the Permitted Exceptions and the reservations and othei matters referenced or described in the Grant Deed (the "Owner's Title Policy") Buyer may, at its expense, obtain from the Title Company an ALTA extended coverage owner's policy provided the issuance of such ALTA form title policy shall not be a condition to Close of Escrow and shall cause no delay to the Close of Escrow In the event Buyei elects to obtain an ALTA extended coverage policy, Buyer shall obtain an ALTA Survey, at its sole cost and expense, in a timely manner so as to facilitate the issuance of the ALTA extended coverage policy upon the Close of Escrow 6 1 2 Seller's Due Performance All of the representations and warranties of Seller set forth in Section 8 shall be true, correct, and complete in all material respects as of the Closing Date, and Sellei, on 01 prior to the Closing Date, shall have complied with and/or performed all of the obligations, covenants, and agreements required on the part of Seller to be complied with or performed pursuant to the terms of this Agreement on or prior to the Closing 6 1 3 Physical Condition of Property The physical condition of the Property shall be substantially the same on the Closing Date as on the Effective Date, except for reasonable wear and teal and any damages due to any act of Buyer of Buyer's representatives 6 1 4 Bankruptcy No action 01 proceeding shall have been commenced by or against Seller under the federal bankruptcy code or any state law for the relief of debtors or for the enforcement of the rights of creditors, and no attachment, execution, hen, or levy shall have attached to or been issued with respect to Seller's interest in the Property or any portion thereof 6 1 5 Possession/Removal of Personal Property Upon the Close of Escrow, Sellei shall deliver exclusive possession of the Property to Buyer Prior to the Close of Escrow Seller shall have the right to remove any or all improvements and Seller's equipment, trade fixtures or othei personal property Any such salvage and removal shall be performed pursuant to all required permits, in accordance with all laws, rules and regulations, and in such manner that the Property is delivered upon the Close of Escrow without any safety issues on site, such as large holes, partially razed structures, or any other similarly unsafe conditions Any improvements or personal property of Seller remaining on the Property after the Close of Escrow shall be conclusively deemed abandoned by Sellei (the "Abandoned Personal Property") Seller waives and relinquishes all rights, title, interest and claims in any such Abandoned Personal Property and effective upon abandonment transfers, conveys and assigns all of its nght, title and interest in such Abandoned Personal Property to Buyer for disposition as determined by Buyer in Buyer's sole and absolute discretion 6 2 Seller's Closing Conditions All of the representations and warranties of Buyer set forth in Section 9 shall be true, correct, and complete in all material respects as of the Closing Date, and Buyer, on or prior to the Closing Date, shall have complied with and/or performed all 7 L 1caldkimlAgreenients\Purchase and Sale Agreement City as Seller PSA 5 2 302 W Colton Lomita 6 18 19 docx.jn PSA 5.2 (4/18) of the obligations, covenants, and agreements required on the part of Buyer to be complied with or performed pursuant to the terms of this Agreement on or prior to the Closing 7 CLOSING 7 1 Closing Date Subject to the provisions of this Agreement, the Closing shall take place on or before that date (the "Closing Date") which is the thirtieth (30th) day after the expiration date of the Due Diligence Period As used in this Agreement, the "Closing" shall mean the recordation of the Grant Deed in the Official Records 7 2 Deliveries by Sellei On oi before the Closing Date, Sellei, at its sole cost and expense, shall deliver 01 cause to be delivered into Escrow the following items, documents, and instruments, each dated as of the CIosing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form foi recording 7 2 1 Grant Deed The Grant Deed conveying the Property to Buyer, 7 2 2 Non -Foreign Affidavit A Non -Foreign Affidavit in the form attached hereto as Exhibit "C" (the "Non -Foreign Affidavit"), 7 2 3 State Affidavit A California Franchise Tax Board Form 593-C (the "State Affidavit"), 7 2 4 Owner's Affidavit An owner's affidavit or seilei's certificate duly executed by Seller in the form customarily required by title insurance companies in the county in which the Property is located, in connection with the issuance of title insurance, to remove standard exceptions for mechanics liens, the gap period from the latest title update of Buyer's title insurance commitment and Parties in possession, 7 2 5 Proof of Authority Such proof of Seller's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Insurer or Escrow Agent, and 7 2 6 Other Such othei items, documents, and instruments as may be reasonably required by Buyer, Title Insures, Escrow Agent, or otherwise in order to effectuate the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be performed by Sellei at the Closing pursuant to this Agreement 7 3 Deliveries by Buyei On or before the Closing Date, Buyer, at its sole cost and expense, shall delivei oi cause to be delivered into Escrow the following funds and the following items, documents, and instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form for recording 7 3 1 Purchase Price Cash or other immediately available funds in an amount equal to the unpaid sum of the Purchase Price (less the Deposit) and all of Buyei 's share of the 8 L IcaldjmlAgreements\Purchase and Sale Agreement- City as Seller PSA 5 2 302 W Colton Luminta 6 18 19.docx jn PSA 52(4/18) Closing Costs (as hereinafter defined) (and otherwise sufficient to close the transaction contemplated herein), 7 3 2 Proof of Authonty Such proof of Buyer's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the powei and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of Buyer to act foi and bind Buyer as may be reasonably required by Title Insurer or Escrow Agent, and 7 3 3 Othei Such other items, documents, and instruments as may be reasonably required by Seller, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be performed by Buyer at the Closing pursuant to this Agreement 7 4 Actions by Escrow Agent Provided that Escrow Agent shall not have received written notice from Buyer 01 Seller of the failure of any condition to the Closing 01 of the termination of the Escrow and this Agreement, when Buyer and Seller have deposited into Escrow the documents and funds required by this Agreement and Title Insurer is irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy in accordance with the terms hereof, Escrow Agent shall, in the order and manner herein below indicated, take the following actions 7 4 1 Recording Cause the Grant Deed and any other documents customarily recorded and/or that the Parties hereto may mutually direct to be recorded in the Official Records and obtain conformed copies thereof for distribution to Buyer and Seller 7 4 2 Funds Disburse all funds as follows 7 4 2 1 Pursuant to the Closing Statement (as hereinafter defined), retain for Escrow Agent's own account all escrow fees and costs, disburse to Title Insurer the fees and expenses incurred rn connection with the issuance of the Owner's Title Policy, and disburse to any other persons or entities entitled thereto the amount of any other Closing Costs, 7 4 2 2 Disburse to Seller an amount equal to the Purchase Price, less or plus the net debit or credit to Seller by reason of the prorations and allocations of Closing Costs provided for in this Agreement, and 7 4 2 3 Disburse to the Party who deposited the same any remaining funds in the possession of Escrow Agent after the payments pursuant to Sections 7 4 2 1 and 7 4 2 2 above have been completed 7 4 3 Delivery of Documents Deliver (a) to Seller (i) one original of all documents deposited into Escrow (other than the Grant Deed, the other documents recorded pursuant to the terms of this Agreement, the Non -Foreign Affidavit, the State Affidavit and the General Assignment), (ii) one copy of the Non -Foreign Affidavit, the State Affidavit and the General Assignment, and (lu) one conformed copy of each document recorded pursuant to the terms of this Agreement, and (b) to Buyer, (i) one original of all documents deposited into Escrow (other than the Grant Deed and the other documents recorded pursuant to the terms of this 9 L Icaldjm\Agreements\Purchase and Sale Agreement- City as Seller PSA 5 2 302 W Colton Lummta 6 18 19 docx.in PSA 52 (4/18) Agreement, but including, without limitation, the Non -Foreign Affidavit and the State Affidavit), and (ii) the one conformed copy of each document recorded pursuant to the terms of this Agreement Originals of any documents recorded at Closing shall be delivered aftei such recording as indicated thereon 7 4 4 Owner's Title Policy Cause Title Insurer to issue or be irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy to Buyer 7 5 Prorations/Apportionment. 7 5 1 Method of Proration Taxes and assessments affecting the Property shall be prorated between Buyei and Seller as of the Closing Date based on a 365 -day yeai All non - delinquent real estate taxes and assessments on the Property shall be prorated based on the actual current tax bill, but if such tax bill has not yet been received by Seller by the Closing Date or if supplemental taxes are assessed aftei the Closing for the penod prioi to the Closing, the Parties shall make any necessary adjustment aftei the Closing by cash payment to the Party entitled thereto so that Seller shall have borne all real property taxes, including all supplemental taxes, allocable to the period prior to the Closing and Buyer shall bear all real property taxes, including all supplemental taxes, allocable to the penod from and after the Closing If any real property taxes or assessments or any expenses attnbutable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, the Parties shall make any necessary adjustment after the Closing by cash payment to the Party entitled thereto within five (5) Business Days following the discovery thereof or the receipt by any Party of the bill therefor, as the case may be, so that Seller shall have bome all real property taxes, assessments and expenses allocable to the period prior to the Closing and Buyer shall bear all real property taxes, assessments and expenses allocable to the period from and aftei the CIosing 7 5 2 Survival The obligations under this Section 7 5 shall survive the Closing and the delivery and recordation of the Grant Deed for the Property 7 6 Closing Costs Each Party shall pay its own costs and expenses arising in connection with the Closing (including, without limitation, its own attorneys' and advisors' fees, charges, and disbursements), except the following costs (the "Closing Costs"), which shall be allocated between the Parties as follows 7 6 1 Escrow Agent's escrow fees and costs shall be paid one-half by Sellei and one-half by Buyer, 7 6 2 The cost of the Owner's Title Policy attributable to the standard coverage portion shall be paid by Buyer, 7 6 3 The cost of the Owner's Title Policy attnbutable to the extended coverage portion shall be paid by Buyer, 7 6 4 The cost of any items required to be provided by Seller pursuant to Section 4 2 2, shall be paid by Seller, and the costs of any other endorsements to the Owner's Title Policy shall be paid by Buyer, 10 L Ica\dim\Agreements\Purchase and Sale Agreement- City as Seller PSA -5 2 302 W Colton Lumina 6 18 19 docx in PSA 5.2 (4/18) 7 6 5 Seller shall pay the cost of any documentary transfer taxes in connection with the recording of the Grant Deed, 7 6 6 Buyei shall pay all recording costs for recording the Grant Deed, and 7 6 7 All other closing fees and costs shall be charged to and paid by Seller and Buyer in accordance with customary practices in the County 7 7 Closing Statement Three (3) Business Days prior to the Closing Date, Escrow Agent shall delivei to each of the Parties foi their review and approval a preliminary closing statement (the "Preliminary Closing Statement") setting forth (a) the proration amounts allocable to each of the Parties pursuant to Section 7 5, and (b) the Closing Costs allocable to each of the Parties pursuant to Section 7 6 Based on each of the Party's comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and delivei a final, signed version of a closing statement to each of the Parties at the Closing (the "Closing Statement") 7 8 Deliveries Outside of Escrow Upon the Closing, Seller shall deliver sole and exclusive possession of the Property to Buyer, subject only to the Permitted Exceptions Further, Sellei hereby covenants and agrees to deliver to Buyer, on of prior to the Closing, including, without limitation, the original Property Materials to the extent within Sellei 's possession or control Effective immediately upon the Closing, any personal property remaining on the Land shall be deemed abandoned and may be removed and disposed of by Buyer at its sole cost and expense This Section 7 8 shall survive the Closing 8 SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES Seller represents, and warrants to and agrees with Buyer, as of the Effective Date and as of the Closing Date, as follows 8 1 Due Organization Seller is a municipal corporation duly formed undei the laws of the State of California 8 2 Seller's Authority, Validity of Agreements Seller has full right, power, and authority to sell the Property to Buyei as provided in this Agreement and to carry out its obligations hereunder The individuals executing this Agreement and the instruments referenced herein on behalf of Sellei have the legal power, right, and actual authority to bind Seller to the terms hereof and thereof This Agreement is, and all other instruments, documents and agreements to be executed, and delivered by Seller in connection with this Agreement shall be, duly authorized, executed, and delivered by Seller and the valid, binding, and enforceable obligations of Seller (except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will not result in any violation of, 01 conflict with, of constitute a default under, any provisions of any agreement of Sellei of any mortgage, deed of trust, indenture, lease, security agreement, or othei instrument, covenant, obligation, or agreement to which Seller or the Property is subject, or any Judgment, law, statute, ordinance, writ, decree, ordei, injunction, rule, ordinance, or governmental regulation or requirement affecting Seller of the Property 11 L 1ca\dim\Agreements\Purchase and Sale Agreement- City as Seller PSA 5 2 302 W Colton Luminta 6 18 19 docx.in PSA 5 2 (4/18) 8 3 No Third -Party Rights Except as disclosed in the Title Report, Seller is not aware of any leases oi occupancy agreements that grant third -parties any possessory of usage rights to all or any part of the Property 8 4 Litigation Seller is not aware of (a) any actions, investigations, suits, or proceedings pending or threatened that affect the Property, the ownership or operation thereof, or the ability of Seller to perform its obligations under this Agreement, and (b) there are no judgments, orders, awards, or decrees currently in effect against Seller with respect to the ownership or operation of the Property that have not been fully discharged prior to the Effective Date 8 5 No Violations of Environmental Laws To Seller's knowledge and except as disclosed in the Property Materials (a) the Property is not in, nor has it been 01 is it currently undei investigation for violation of any federal, state, or local law, ordinance, oi regulation relating to industrial hygiene, woi ker health and safety, or to the environmental conditions in, at, on, under, or about the Property, including, but not limited to, soil and groundwater conditions ("Environmental Laws"), (b) the Property has not been subject to a deposit of any Hazardous Substance, (c) neither Seller nor any third Party has used, generated, manufactured, stored, oi disposed in, at, on, or under the Property any Hazardous Substance, and (d) there is not now in, on, 01 undei the Property any underground or above ground storage tanks or surface impoundments, any asbestos containing materials, or any polychlorinated biphenyls used in hydraulic oils, electrical transformers, or other equipment Seller hereby assigns to Buyer as of the Closing all claims, counterclaims, defenses, and actions, whether at common law or pursuant to any other applicable federal, state or other laws that Seller may have against any third Party or Parties relating to the existence or presence of any Hazardous Substance in, at, on, under, or about the Property For purpose of this Agreement, the term "Hazardous Substance" shall be deemed to include any wastes, materials, substances, pollutants, and other matters regulated by Environmental Laws 8 6 No Other Commitments Except as may be disclosed in the Title Report, Seller has not made any commitment of representation to any governmental authority, or any adjoining or surrounding property owner, that would in any way be binding on Buyer or would interfere with Buyer's ability to develop and improve the Property, and Seller shall not make any such commitment or representation that would affect the Property or any portion thereof, without Buyer's written consent 8 7 Survival ALI of the representations, warranties, and agreements of Seller set forth in this Agreement shall be true upon the Effective Date, shall be deemed to be repeated at and as of the Closing Date, and shall survive the delivery of the Grant Deed and the Closing for a period of one (1) year Prior to a termination of this Agreement, Seller shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of Seller's representations or warranties to become untrue If any representation or warranty of Seller was true as of the date ofthis Agreement, but is not true as of the Closing Date, then Seller shall disclose this changed fact to Buyer in wnting So long as Sellei makes the foregoing disclosure and the change of circumstances regarding the representation or warranty did not arise due to the fault of Seller, then Sellei shall not be in breach of this Agreement due to the fact that the representation 01 warranty has become untrue as of the Closing Date, provided, however, the fact that any representation or warranty undei this Section 8 is untrue as of the Closing Date shall still be a 12 L Ica\djm\Agreements\Purchase and Sale Agreement- City as Seller PSA 5 2 302 W Colton Lummta 6 18 19 docxp PSA 5 2 (4118) failure of a condition pursuant to Section 6 1 2 Notwithstanding the foregoing, if Buyei has actual knowledge of the incorrectness of any representation 01 warranty set forth in this Section 8 as of the Close of Escrow and Buyer has not elected to tenninate this Agreement as provided herein, then Buyer will be deemed to have waived any claim against Seller for the incorrectness of such representation or warranty 9 BUYER'S REPRESENTATIONS AND WARRANTIES Buyer repiesents and warrants to Sellei, as of the Effective Date and as of the Closing Date, as follows 9 1 Due Organization Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of California and is authorized to do business in the State of California 9 2 Buyer's Authority, Validity of Agreements Buyei has full right, power, and authonty to purchase and acquire the Property from Seller as provided in this Agreement and to carry out its obligations hereunder The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer has/have the legal power, right, and actual authority to bind Buyer to the terms hereof and thereof This Agreement is, and all other instruments, documents, and agreements to be executed and delivered by Buyer in connection with this Agreement shall be, duly authorized, executed, and delivered by Buyei and the valid, binding, and enforceable obligations of Buyer (except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will not, violate any provision of any law, statute, ordinance, rule, regulation, agreement 01 judicial order to which Buyer is a Party or to which Buyer is subject 10 SURVIVAL ALL OF THE REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF BUYER SET FORTH IN THIS AGREEMENT SHALL BE TRUE UPON THE EFFECTIVE DATE, SHALL BE DEEMED TO BE REPEATED AT AND AS OF THE CLOSING DATE AND SHALL SURVIVE THE DELIVERY OF THE GRANT DEED AND THE CLOSING FOR A PERIOD OF ONE (1) YEAR PRIOR TO A TERMINATION OF THIS AGREEMENT, BUYER SHALL NOT TAKE ANY ACTION, FAIL TO TAKE ANY REQUIRED ACTION, OR WILLFULLY ALLOW OR CONSENT TO ANY ACTION THAT WOULD CAUSE ANY OF BUYER'S REPRESENTATIONS OR WARRANTIES TO BECOME UNTRUE 1 I AS -IS THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS (A) BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY, (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE DEED, AND/OR ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED BY SELLER AT CLOSING (THE "EXPRESS REPRESENTATIONS"), NEITHER SELLER NOR ANY OF ITS AGENTS, REPRESENTATIVES, BROKERS, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, OR EMPLOYEES HAS MADE OR WILL MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, AND (C) THE PROPERTY IS BEING SOLD TO BUYER IN 13 L Icaldjm\Agreemcnts\Purchase and Sale Agreement City as Seller PSA 5 2 302 W Colton Luminta 6 18 19 docx jn PSA 52 (4/18) ITS PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS REPRESENTATIONS SUBJECT TO THE EXPRESS REPRESENTATIONS AND THE TERMS HEREOF, BUYER WILL BE AFFORDED THE OPPORTUNITY TO MAKE ANY AND ALL INSPECTIONS OF THE PROPERTY AND SUCH RELATED MATTERS AS BUYER MAY REASONABLY DESIRE AND, ACCORDINGLY, SUBJECT TO THE EXPRESS REPRESENTATIONS, BUYER WILL RELY SOLELY ON ITS OWN DUE DILIGENCE AND INVESTIGATIONS IN PURCHASING THE PROPERTY IN CONNECTION WITH THE FOREGOING, BUYER EXPRESSLY AGREES TO WAIVE ANY AND ALL RIGHTS WHICH BUYER MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, 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 HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR " 12 REMEDIES 12 1 Default by Seller If Sellei shall breach any of the terms or provisions of this Agreement or otherwise fail to perform any of Seller's obligations under this Agreement at or prior to Closing, and if such failure continues without cure by Seller for five (5) Business Days after Buyer provides Seller and Escrow Agent with written notice thereof (a "Sellei Default"), and provided Buyer is not then in default, then Buyer may, as Buyer's sole remedies for such failure, but without limiting Buyer's right to recover attorneys' fees pursuant to Section 14 13 below (a) waive the effect of such matter and proceed to consummate this transaction, (b) cancel this Agreement and receive a full refund of the Deposit and recover from Sellei the reasonable out-of- pocket expenses incurred by Buyer related to the Property and this transaction, which amounts shall be payable by Seller to Buyei within five (5) Business Days following receipt by Seller of written request therefor from Buyer together with copies of invoices evidencing such expenses, or (c) proceed with any remedies available to Buyer at law or in equity, which may, without limitation, include the bringing of an action against Seller for specific performance and/or recovery of the Deposit and any other damages suffered or incurred by Buyei as a result of any breach of failure by Seller to perform any of Seller's obligations under this Agreement 12 2 Default by Buyer IF BUYER SHALL BREACH ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR OTHERWISE FAIL TO PERFORM ANY OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT AND IF SUCH FAILURE CONTINUES WITHOUT CURE BY BUYER FOR FIVE (5) BUSINESS DAYS AFTER SELLER PROVIDES BUYER AND ESCROW AGENT WITH WRITTEN NOTICE THEREOF, AND PROVIDED SELLER IS NOT THEN IN DEFAULT, THEN SELLER MAY WAIVE SUCH BREACH AND PROCEED TO CONSUMMATE THIS TRANSACTION IN ACCORDANCE WITH THE TERMS HEREOF, OR SELLER MAY, AS ITS EXCLUSIVE REMEDY (BUT WITHOUT LIMITING SELLER'S RIGHT TO RECOVER ATTORNEYS' FEES PURSUANT TO SECTION 14 13 BELOW), CANCEL THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND AS CONSIDERATION FOR THE ACCEPTANCE OF THIS AGREEMENT AND FOR TAKING THE PROPERTY OFF 14 L Ica\djmlAgreementsWPurcliase and Sale Agreement- City as Seller PSA 5 2 302 W Colton Luminta 6 18 19 docx_in PSA -5.2 (4/18) THE MARKET, AND NOT AS A PENALTY BUYER AND SELLER HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ANY OF ITS OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES IS AN AMOUNT EQUAL TO THE DEPOSIT ACCORDINGLY, BUYER AND SELLER AGREE THAT IF BUYER BREACHES ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE DEFAULTS HEREUNDER, SELLER MAY RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES THE PAYMENT AND RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CWIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 Seller's Initials r. 41 13 BRO Buyer's Ini als Neither Party has been represented in this transaction by a broker Each of Buyer and Seller hereby represents and warrants to and agrees with each other that it has not had, and shall not have, any dealings with any third Party to whom the payment of any broker's fee, finder's fee, commission, or other similar compensation ("Commission") shall or may become due or payable in connection with the transaction contemplated hereby Seller shall indemnify, defend, protect, and hold Buyer harmless for, from, and against any and all Claims incurred by Buyer by reason of any breach or inaccuracy of the representation, warranty, and agreement of Seller contained in this Section Buyer shall indemnify, defend, protect, and hold Seller harmless from and against any and all Claims incurred by Seller by reason of any breach or inaccuracy of the representation, warranty, and agreement of Buyer contained m this Section The provisions of this Section shall survive the Closing or earlier termination of this Agreement 14 MISCELLANEOUS PROVISIONS 141 Entire Agreement This Agreement, mcluding the exhibits attached hereto, constitutes the entire agreement between Buyer and Seller pertaining to the subject matter hereof and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations, and discussions, whether oral or written, of the Parties, and there are no warranties, representations, or other agreements, express or implied, made to either Party by the other Party in connection with the subject matter hereof except as specifically set forth herein or in the documents delivered pursuant hereto or in connection herewith 14 2 Modification, Waiver No supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other 15 L Icaldim\Agreements\Purchase and Sale Agreement- City as Seller PSA 5.2 302 W Colton Lummta 6 18 19.docx.in PSA 5.2 (4118) provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided 14 3 Notices All notices, consents, requests, reports, demands or othei communications hereundei (collectively, "Notices") shall be in writing and may be given personally, by registered or certified mail, by electronic mail, by courier, or by Federal Express (oi other reputable overnight delivery service) for overnight delivery, as follows To Buyer To Seller Bakti Lummta 25458 Van Leuven Street Loma Linda, CA 92354 Telephone 425-737-5628 Email jpn368@yahoo corn City of Redlands P O Box 3005 Redlands, California 92373 Attention City CIeik Telephone (909) 798-7531 Email Jdonaldson@cityofredlands org With A Copy To City of Redlands Attention Chris Boatman Telephone (909) 798-7655 Email cboatman@cityofredlands org To Escrow Agent First American Title Insurance Company 3281 East Guasti Road, Suite 440 Ontario, California, 91761 Attention Kelly A Simoneau, Senior Commercial Escrow Officer Telephone 909-510-6206 Email ksimoneaufirstam com 01 to such othei address or such other person as the addressee Party shall have last designated by Notice to the other Party and Escrow Agent All Notices shall be deemed to have been given three (3) days following deposit in the United States Postal Service (postage prepaid) or, upon receipt, if sent by overnight delivery service, courier, facsimile transmission (so long as confirmed by the appropriate automatic confirmation page), electronic mail (so long as receipt is acknowledged or otherwise confirmed), or personally delivered Notice to a Party shall not be effective unless and until each required copy of such Notice is given The inability to deliver a Notice because of a changed address of which no Notice was given or an inoperative facsimile number for which no Notice was given of a substitute number, or any rejection or other refusal to accept any Notice, shall be deemed to be the receipt of the Notice as of the date of such inability to deliver or rejection or refusal to accept Any Notice to be given by any Party hereto may be given by legal counsel for such Party Telephone numbers are provided herein for convenience only and shall not altei the manner of giving Notice set forth in this Section 15 3 16 L Ica\djm\Agreements1Purchase and Sale Agreement City as Seller PSA 5 2 302 W Colton Luminta 6 18 19 docx in PSA 5.2 (4/t8) 14 4 Expenses Subject to the provision for payment of the Closing Costs in accordance with the terms of Section 7 6 of this Agreement and of any other provision of this Agreement, whether or not the transaction contemplated by this Agreement shall be consummated, all fees and expenses incurred by any Party hereto in connection with this Agreement shall be borne by such Party 14 5 Severability Any provision or part of this Agreement that is invalid 01 unenforceable in any situation in any jurisdiction shall, as to such situation and such junsdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceabihty of the remaining provisions hereof or the validity or enforceability of any such provision in any other situation or in any other jurisdiction 14 6 Successors and Assigns Neither Sellei nor Buyer shall assign its rights undei this Agreement without the consent of the other Party, which consent shall not be unreasonably withheld or delayed Notwithstanding the foregoing, eithei Party shall have the right, without the consent of the other, to assign its rights under this Agreement to an affiliate entity directly or indirectly controlling, controlled by oi undei common control with the assigning Party or an entity in which such assigning Party or such an affiliate directly oi indirectly owns a financial and voting interest and directly or indirectly is responsible for day to day management of the entity provided such assignee assumes such Party's obligations hereunder pursuant to a written agreement, a copy of which shall be provided to the other Party by the assigning Party Notwithstanding any such assignment, no assignment shall relieve the assignor of any obligations or liability under this Agreement Subject to the foregoing, all of the Parties' rights, duties, benefits, liabilities, and obligations under this Agreement shall inure to the benefit of, and be binding upon, their respective successors and assigns 14 7 Counterparts This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different Parties hereto on separate counterparts, each of which, when so executed, including, without limitation, by pdf scanned counterparts of any initialed or executed pages delivered via electronic mail, shall be deemed an original, but all such counterparts shall constitute one and the same instrument 14 8 Governing Law, Jurisdiction This Agreement shall be governed by and construed under the laws of the State of California without regard to conflicts -of -laws principles that would require the application of any other law Each Party hereby consents to the exclusive jurisdiction of any court of competent jurisdiction in San Bernardino County in any action related to or arising under this Agreement 14 9 Headings The Section headings of this Agreement are for convenience of reference only and shall not be deemed to modify, explain, restrict, alter, or affect the meaning or interpretation of any provision hereof 14 10 Time of Essence Time shall be of the essence with respect to all matters contemplated by this Agreement 14 11 Furthei Assurances In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by Sellei and Buyer, during the tern of this Agreement 17 L 1caldimlAgreements\Purchase and Sale Agreement- City as Seller PSA 5 2 302 W Colton Luminta 6 18 19 docx in PSA 5.2 (4/18) and after the Closing, Seller and Buyei agree to perform, execute, and/oi deliver or cause to be performed, executed, and/or delivered any and all such further acts, instruments, deeds, and assurances as may be reasonably required to consummate the transaction contemplated hereby In furtherance of the foregoing, so long as Buyer is not in default under the terms of this Agreement, Sellei will cooperate, as reasonably needed, and at no cost to Seller, in Buyer's feasibility review process, which shall include but not be limited to Seller's consent to Buyer's unrestricted access to agencies, representatives, tenants, consultants and other parties familiar with the Property and the execution and delivery of such applications or othei documents as reasonably requested by Buyer 14 12 Construction As used in this Agreement, the masculine, feminine, and neutei gender and the singular or plural shall each be construed to include the othei whenevei the context so requires This Agreement shall be construed as a whole and in accordance with its fan meaning, without regard to any presumption of rule of construction causing this Agreement or any part of it to be construed against the Party causing the Agreement to be written The Parties acknowledge that each has had a full and fair opportunity to review the Agreement and to have it reviewed by counsel If any words or phrases in this Agreement have been stricken, whether or not replaced by other words or phrases, this Agreement shall be construed (if otherwise clear and unambiguous) as if the stricken matter never appeared and no inference shall be drawn from the former presence of the stricken matters in this Agreement or from the fact that such matters were stricken 14 13 Attorneys' Fees In the event that either Party hereto brings an action or proceeding against the other Party to enforce or interpret any of the covenants, conditions, agreements, 01 provisions of this Agreement, the prevailing Party in such action or proceeding shall be awarded all costs and expenses of such action or proceeding, including, without limitation, attorneys' fees (including fees foi a Party's use of in-house counsel), charges, disbursements, and the fees and costs of expert witnesses If any Party secures a judgment in any such action or proceeding, then any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in enforcmg such judgment, or any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in any appeal from such judgment in connection with such appeal shall be recoverable separately from and in addition to any other amount included in such judgment The preceding sentence is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment This Section shall survive Closing and any earlier termination of this Agreement 14 14 Business Days As used herein, the term "Business Day" shall mean a day that is not a Saturday, Sunday, or legal holiday In the event that the date for the performance of any covenant or obligation under this Agreement shall fall on a Saturday, Sunday, or legal holiday, the date for performance thereof shall be extended to the next Business Day Similarly, in the event that the day foi the performance of any covenant or obligation under this Agreement involving Escrow Agent shall fall on a Business Day on which Escrow Agent is closed foi business to the public, the date for performance thereof shall be extended to the next Business Day on which Escrow Agent is open for business to the public 1N WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written SELLER 18 L 1caldimlAgrcements\Purchase and Sale Agreement City as Seller PSA 5 2 302 W Colton Lurn nta 6 18 19 docx.jn ATTEST: e Donaldson, City Clerk ESCROW AGENT PSA 5.2 (4/18) CITY OF REDLANDS, a municipal corpora By T Paul W Foster, Mayor BUYER BAKTI L INTA, an Individual By The undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions, agrees to act as Escrow Agent under this Agreement in stnct accordance with its terms, agrees to insert as the "Effective Date" on page 1 hereof, if not otherwise dated, the latest date this Agreement was signed by Seller and Buyer and delivered to Escrow Agent, and agrees to comply with the applicable provisions of the Internal Revenue Code with respect to the transactions contemplated hereby Redlands Escrow Company Date By Name Kelly A Simoneau Title Senior Commercial Escrow Officer 19 L 1caldjmlAgreements\Purchase and Sale Agreement- City as Seller PSA -5.2 302 W Colton Lummta 6 18 19.docx�n LIST OF EXHIBITS EXHIBIT "A" LEGAL DESCRIPTION EXHIBIT "B" GRANT DEED EXHIBIT "C" NON -FOREIGN AFFIDAVIT Purchase and Sale Agreement City as Seller PSA 5.2 302 W Colton Lummta 6 18 19 EXHIBIT "A" DESCRIPTION OF THE PROPERTY ASSESSOR PARCEL NUMBER 0169-053-11-0000 LOT 1 IN BLOCK A OF VALLEY VIEW ADDITION, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 OF MAPS, PAGE 14 RECORDS OF SAID COUNTY Purchase and Sale Agreement City as Seller PSA 5 2 302 W Colton Lumnta 6 18 19 EXHIBIT "B" GRANT DEED RECORDING REQUESTED BY WHEN RECORDED MAIL TO (Space Above for Recorder's Use) GRANT DEED The undersigned Grantoi declares that Documentary Transfer Tax is not shown pursuant to Section 11932 of the California Revenue and Taxation Code, as amended FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, CITY OF REDLANDS, a municipal corporation (the "Grantoi"), hereby grants to Bakti Luminta, an individual, the real property in the City of Redlands, County of San Bernardino, State of California, described in Exhibit "A" attached hereto and incorporated herein by this reference THIS GRANT AND CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, RIGHTS OF WAY AND EASEMENTS NOW OF RECORD [signature page follows] MAIL TAX STATEMENTS TO IN WITNESS WHEREOF, the Grantor has executed this grant deed as of , 20 GRANTOR CITY OF REDLANDS, a municipal corporation By Paul W Foster, Mayor ATTEST Jeanne Donaldson, City Clerk A notary public or other officer completing this certificate verified only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document STATE OF CALIFORNIA COUNTY OF ss On , 2019, before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they/executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Notary Public In and For Said County and State EXHIBIT "A" LEGAL DESCRIPTION APN Number 0169053-11 LOT 1 IN BLOCK A OF VALLEY VIEW ADDITION, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 OF MAPS, PAGE(S) 14 RECORDS OF SAID COUNTY Document No Recorded , 2019 STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (PURSUANT TO SECTION 11932 REVENUE AND TAXATION CODE) TO Recorder County of San Bernardino Request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of the tax due not be shown on the original document which names Grantor CITY OF REDLANDS, a municipal corporation Grantee Bakti Luminta, an Individual The property described in the accompanying document is located in the City of Redlands, County of San Bernardino The amount of tax due on the accompanying document is $ , computed on the full value of the property conveyed (Signature of Grantor or Agent) CITY OF REDLANDS, a municipal corporation By Paul W Foster, Mayoi ATTEST Jeanne Donaldson, City Clerk Note After the permanent record is made, this form will be affixed to the conveying document and returned with it EXHIBIT "C" NON -FOREIGN AFFIDAVIT STATE OF ) ) ss County of ) The undersigned, as authorized agent of CITY OF REDLANDS, a municipal corporation ("Transferor"), after being duly sworn upon his oath deposes and says that Section 14-45 of the Internal Revenue Code provides that a transferee of a U S real property interest must withhold tax if the transferor is a foreign person To inform Bakti Luminta, an Individual], ("Transferee"), that withholding of tax is not required upon the disposition of Transferor's interest in a U S real property interest, the undersigned hereby certifies the following 1 Transferor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust, foreign estate, or other foreign person within the meaning of § 1445 and § 7701 of the Internal Revenue Code and the treasury regulations promulgated thereunder, 2 Transferor is not a disregarded entity as defined in Treas Reg § 1 1445-2(b)(2)(in), 3 Transferor's U S taxpayer identification number is 4 Transferor's business address is Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, nnprisonment, or both Under penalties of perjury Transferor declares that it has examined this certification and to the best of its knowledge and belief this certification is true, correct, and complete The undersigned agent declares that he has the authonty to sign this document on behalf of Transferor TRANSFEROR CITY OF REDLANDS, a municipal corporation By Paul W Foster, Mayor ATTEST Jeanne Donaldson, City Clerk A notary public or other officer completing this certificate verified only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document STATE OF CALIFORNIA COUNTY OF ss On , 2019, before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they/executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Notary Public In and For Said County and State