HomeMy WebLinkAboutContracts & Agreements_9-2008_CCv0001.pdf RECORDED
REQUEST OF Recorded in Official Records, County of San Bernardino 1/29/2008
LARRY WALKER 4:03 PM
WHEN RECORDED, RETURN TO: x Auditor/Controller
- Recorder
MA
R Regular Mail
CITY CLERK'S OFFICE
CITY OF REDLANDS Dock 2008—0040496 Titles: 1 Pages: 18
PO BOX 3005 Fees 0.00
REDLANDS CA 92373 Taxes 0.00
Other 0.00
PAID $0.00
DEDICATION AGREEMENT
(Mt. View Grove)
This Dedication Agreement ("Agreement") is made this 18th day of January, 2008
("Effective Date"), by and between Bixby Land Company, a California corporation (`Bixby")
and the City of Redlands, a municipal corporation and general law city organized under the laws
of the State of California ("City"). Bixby and City are sometimes individually referred to herein
as a "Party" and, together, as the "Parties."
RECITALS
A. Bixby is the owner of certain real property located in San Bernardino County,
California, consisting of approximately fourteen acres and legally described in Exhibit "A"
attached hereto (the "Bixby Property").
B. Bixby has developed and sold property adjacent to, or in the close vicinity of, the
Bixby Property. On September 7, 2004, the City approved Bixby's proposal to develop an
approximately 683,406 square foot warehouse distribution center on such adjacent property
pursuant to City's CRA 781 and a related Concept Plan amendment.
C. On February 22, 2005, the City's Planning Commission approved the landscape
plan for the adjacent property that included Bixby's proposal to plant citrus on the Bixby
Property.
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D. On June 6, 2006, Bixby offered to donate the Bixby Property to the City and, on
that date, the City's City Council accepted Bixby's proposal, subject to certain conditions.
E. The City and Bixby now desire to enter into this Agreement to facilitate and
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provide more specifically for dedication of the Bixby Property to the City, and the development
by the City of a citrus grove on the Bixby Property.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein and for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Bixby and the City agree as follows:
ARTICLE I
Construction of the Citrus Grove
Dedication to Citv. Within twenty (210) days
after the Effective Date of this
Agreement, Bixby shall convey the Bixby Property to the City by grant deed ("Deed"), for the
purposes, and on the terms and conditions set out herein, including the "Reversionary Right", as
defined below.
2. Description of Citrus Grove/Irrigation System.
(a) In accordance with the plans of the City, the citrus grove .shall consist of
Grapefruit trees, fifty percent (50%) of which shall be of the Star Ruby variety, and fifty percent
of which shall be of the Rio variety (the "Citrus Trees"). The City shall cause the Citrus Trees to
be planted on the Bixby Property, in a manner reasonably consistent with citrus industry
standards and practices for the Redlands area, and in accordance with the plan (the "Plan")
provided to the City by Larry Jacinto Farming, Inc. ("Jacinto-).
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01102108 1:22 P10
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(b) In addition to the Citrus Trees, the citrus grove shall be improved with
irrigation lines and related facilities providing water from the City's non-potable water system
(the "Irrication System"). The Irrigation System shall be designed and installed by the City and
shall provide irrigation sufficient to allow. the Citrus Trees to become established and healthy.
The approximate location of the Irrigation System shall be as shown on the Plan.
3. Cost Contributions by Bixby. In order to facilitate the development of the citrus
grove by the City, and to provide for its maintenance and cultivation by the City, within twenty
(20) days after the Effective Date of this Agreement, Bixby shall make the following payments
to the City:
(a) $139,650.00 for the planting of the Citrus Trees, and the planning and
installation of the Irrigation System
(b) 5126,600.00 for cultural care, water, and management expenses for the
five (5) year period commencing upon the substantial completion of the planting of the Citrus
Trees and the Installation of the Irrigation System (the "Maintenance Period");
(c) $62,000.00 as a refundable contingency deposit (the "Contingency
Deposit"), which shall be deposited into an escrow account in accordance with the agreement
executed by the Parties and attached hereto as Exhibit "B," and pursuant to which the City may
draw funds for -Approved Purpose", as defined below, and all interest earned on said account
shall be the property of, and distributed to, Bixby.
4. Use and Distribution of the Contingency Deposi . The Contingency Deposit shall
be used solely for the replacement of Citrus Trees which, notwithstanding that the City has
provided cultural care for the citrus grove (including appropriate maintenance and repairs, if
needed, of the Irrigation System) in a manner that is consistent with the usual and customary
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01/02108 1:29 Pill 3
practices and standards for the citrus Industry operating in and around the Redlands area (the
"Maintenance Standard"), die during the Maintenance Period (the "Approved Purpose"). Prior
to drawing on the Contingency Deposit, the City shall provide, i
Z7 L- I I e, in writing, reasonable evidence to
Bixby that the conditions for the release of funds have been met.
Any funds then remaining in the Contingency Deposit account shall be distributed to
Bixby on the earlier to occur of(i) reversion of the Bixby Property to Bixby in accordance with
the terms hereof, (ii) five (5) years after substantial completion of the installation of the Irrigation
System and planting of the trees in the Citrus Grove, or(iii) July 1, 2013.
5. Issuance of Occupancy Permit. Promptly livery following the deto the City of the
C'n I I
Deed, and the making of all payments described in Paragraph 3, above, the City shall issue an
occupancy permit for the approximately 683,406 square foot building occupied as of the date
hereof by Ashley Furniture, and (ii) Bixby shall be deemed to have complied with the approved
landscape plan submitted by Bixby showing a citrus grove located under the Edison Easement
from San Bernardino Avenue to Almond, and to have satisfied all other conditions related to
installation of the citrus e with respect to any t
o
grove, and shall have no other obligation f type 1p
same.
6. Installation and Maintenance. The City shall undertake and complete the
installation of the Irrigation System and the planting of the Citrus Trees promptly following the
execution and delivery of this Agreement by all Parties, and the execution and delivery of the
Deed, and the payment of all funds described in Paragraph 3, above, provided that the planting of
the trees may be delayed by the City until the first "Planting Season" for citrus trees, following
the Effective Date of this Agreement, commences. As used herein, "Planting Season'! shall
mean the seasonal period during which, consistent with the usual and customary practices and
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standards for the citrus industry operating in and around the Redlands area, citrus trees may be
safely (i.e., without unreasonable expectation of' frost or other weather damage) planted. Upon
commencement of the work described herein, the City shall proceed with due diligence to
complete same, in a good and workmanlike manner. The City shall provide written notice to
Bixby of the date that it contends that substantial completion of the installation of the Irrigation
System and the planting of the Citrus Trees has occurred.
7. Right of Reverter. Upon acceptance by the City of the Bixby, the City shall be
wholly responsible for the cultivation and maintenance of the Citrus Trees in a manner consistent
with the Maintenance Standard. In that regard, the City will use reasonable efforts to keep and
maintain the Bixby Property as a citrus grove. In the event the City falls to keep and maintain
the Bixby Property as a citrus grove in a manner consistent with the terms of this Agreement, the
title to the Bixby Property shall, without any cost or expense to Bixby, revert to, and this right of
reverter shall be set forth in the Deed.
ARTICLE 11
General Provisions
8. Effective Date. This Agreement shall not be effective until it has been fully
executed and acknowledged by the Parties.
9. Assignment. The rights, duties and obligations of Bixby hereunder may be
delegated or assigned by Bixby only with the prior written consent of the City. The rights, duties
and obligations of the City may not be delegated or assigned to any private party, but may be
assigned by the City to any agency or commission of the City, for the general good of the City
and its residents.
'k8441,0(j()T,A1WH01 MSARV5611221 2
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10. Running of Benefits and Burdens. All provisions of this Agreement, including its
benefits and burdens, run with the land and are binding upon and shall inure to the benefit of and
burden the respective successors and assigns of the Parties in whose favor or against who said
benefits and burdens are said by this Agreement to run.
11. Successors and Assigns. Subject to the limitations set forth in Section 2 of this
Article 11, this Agreement shall be binding on and inure to the benefit of the Parties' respective
successors and assigns.
12. Single Point of Contact.. The City appoints its Municipal Utilities Director to
serve as the single point of contact with regard to all matters set forth in this Agreement, and
Bixby the hereby initially appoints Mark Bixby to serve as the single point of contact with regard
to all matters set forth in this Agreement. Either Party may appoint a replacement single point of
contact at any time by giving notice to the other Party in the manner provided for giving notices
under this Agreement.
13. Notices. Any and all notices required or permitted hereunder shall be given in
writing and sent by personal delivery, recognized overnight courier (e.g., UPS, FedEx, Overnight
Express) or registered or certified mail, return receipt requested, postage prepaid, addressed as
follows:
To City of Redlands: Municipal Utilities Department
City of Redlands
35 Cajon Street, Suite 15A
Redlands, CA 92373
Attn: Chris Diggs
Telephone No.: (909) 798-7698
To Bixby Land: Bixby Land Company
2211 Michelson, Suite 500
Irvine, CA 92612
Attn: Mark Bixby
Telephone No. (9491336-7000
38441,0(1�-,7\-NlCfl()LN�iS,IRVk56122t 2
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With a copy to: Western Realco
500 Newport Center Drive, Suite 630
Newport Beach, CA 92660
Attn: Vance C. Mape
Telephone No. (949) 720-3787
or at any other address or facsimile number designated by a Party in a written notice sent
pursuant to this Paragraph 13, and any such notice shall be deemed to have been given as of the
date of receipt, if sent by overnight courier, as of the date of delivery, if hand delivered, or as of
two (2) business days after the date of mailing.
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14. Further Assurances. Each Party shall execute, acknowledge and deliver to the
other such other documents, and shall take such other actions, as the other may reasonably
request in order to carry out the intent and purposes of this Agreement.
15. Headings. The headings In this Agreement are for reference only and shall not
limit or define the meaning of any provision of this Agreement.
16. Time of Essence. Time is of the essence of this Agreement. The foregoing to the
contrary notwithstanding, if this Agreement requires any act to be done or action to be taken on a
date that falls on a Saturday, Sunday or legal holiday, such act or action shall be deemed to have
been timely done or taken if done or taken on the next succeeding day that is not a Saturday,
Sunday or legal holiday.
17. Waiver. The waiver by any Party of any right granted under this Agreement shall
not be deemed a waiver of any other right granted hereunder, nor shall the same be deemed to be
a waiver of a subsequent right obtained by reason of the continuation of any matter previously
waived. All waivers, consents and approvals must be in writing and signed by the Party giving
the same.
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18. Entire Agreement. This Agreement contains the entire understanding of the
Parties with respect to the subject matter hereof.
19.
Amendment. This Agreement may not be altered or amended except pursuant to
an instrument in writing signed by the Parties.
20. Construction. This Agreement is the result of negotiations between the Parties.
Accordingly, the terms and provisions of this Agreement shall be construed in accordance with
their usual and customary meanings, and the Parties hereby waive the application of any rule or
law that otherwise might require the construction of this Agreement against the Party who (or
whose attorney) prepared the executed Agreement.
21. Attorneys' Fees. In the event of litigation to enforce or interpret any provisions of
this Agreement or rights arising hereunder, the prevailing Party, in addition to any costs and
other relief, shall be entitled to recover its reasonable attorneys' fees (including fees for the use
of In-house counsel by a Party) and costs, including those on appeal.
22. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to the conflict of laws rules
applicable in the State of California.
23. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which shall constitute one in the same
instrument, which instrument shall be deemed fully executed when one or more counterparts
have been executed by the Parties.
24. Third Party, Beneficiaries. There are no third party beneficiaries to this
Agreement or to any conveyances hereunder. Further, each Party to this Agreement may enforce
384-€1.i (ti,At{:Ii()I AIS A RVW22 1,2
01102MJ8 1:22 PM 8
only those burdens and benefits under this Agreement or the conveyances hereunder which are
granted by this Agreement to said Party.
IN WITNESS WHEREOF, the Parties have executed this instrument as of the date first
written above.
CITY: CITY OF REDLANDS, a California municipal corporation
and general law city.
By:
ion Harrison
ATTEST
City5j,&rk, Lorr" Po 'zer
BIXBY: Bixby Land Company, a California corporation
Z
By:
Its: VIP
Suzannep
SA. Harris
By:
Its:
Mark L. Bixby
38441 Otj(,7"VICHOL.\IS\IRV',-,611-'�-1.2
01102/08 1:22 PN4 9
ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO SS
CITY OF REDLANDS
By the authority granted under Chapter 4, Article 3, Section 1181, of the California Civil Code, and Chapter 2,
Division 3, Section 40814, of the California Government Code., on January 18, 2008, before me, Teresa
Ballinger., Assistant City Clerk., on behalf of Lorrie Poyzer., City Clerk of the City of Redlands, California,
personally appeared Jon Harrison, Mayor and Lorrie Poyzer., City Clerk 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.
r
LORRIE POYZER, CITY CLERK
spop',
ffi 1888
......... By
Teresa Ballinger, Assistant Clerk
(909)798-7531
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CAPACITY CLAIMED BY SIGNER(S)
Individual(s) signing for oneself/themselves
Corporate Officer(s)
Title(s)
Company
Partner(s)
Partnership
Attorney-In-Fact
Principals)'s)
Trustee(s)
Trust
x Other
Title(s): Mayor and City Clerk
Entity Represented: City of Redlands, a municipal corporation
--------------------------------------------------------------
THIS CERTIFICATE MUST BE ATTACHED TOTHE DOCUMENI' DESCRIBED BELOW:
'Title or Type of Document: Dedication Agreement(Mt. View Grove)
Date of Document: January 18, 2008
Signer(s) Other Than Named Above: Bixby Land Company, by: Suzanne A. Harris and Mark L. Bixby,
Vice-Presidents
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
/y
County of
r
0 before me,
ate Here Ins Name and Title of�officer '
personally appeared
N e(s)of Sig r(s
r
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
„�.—,r,— he/she/they executed the same in his/her/their authorized
BRIE 91M capacity(ies), and that by his/her/their signature(s) on the
Cin B 1722M instrument the person(s), or the entity upon behalf of
"way Pubic-CamoFrI which the person(s) acted, executed the instrument.
onw" C011111110f'
Omy Come, Expires Fab 1, 2011
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNE Z� ndand � � I seal.
('face Notary Seal Above Signature
Sig ",of b
OPTIONAL
Though the information below is not required by taw, it may prove valuable to persons retying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Descriptio f Attached Document
Title or Type of Docu nt:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: igner's Name: _
Ej Individual ❑ ividual
'Ej Corporate Officer—Title(s):p ( ) �Cor ate Officer—Title(s):
(.I Partner—17J Limited I,] General , �� « ❑ Partner "] Limited El General
AttorneyIn Fact r°
❑Attorney in « II
EI Trustee Top of thumb here C!Trustee Top of thumb here
C:J Guardian or Conservator ❑Guardian or Conserva
Other: ❑Other:
Signer Is Representing: Signer Is Representing:
7 National Notary Association•9350 6e Soto Ave_,PO_Box 2402-Chatsworth,CA 91313-2402•www.NafionafNotary.org Item#5907 Reorder:Calf Toll-free 1-800-876-6827
Exhibit "A"
LEGAL DESCRIPTION OF BIXBY PROPERTY
Parcels Nos. 5 and 12 of Parcel Map 159.11. in the City of Redlands, County of San Bernardino,
State of California, as shown by Map on file in Book 200, Pages 85 through 92, inclusive, in the
Office of the County Recorder of said County.
Exhibit "A"
01/0z"08 1:22 PNI
Exhibit "B"
ESCROW AGREEMENT
ESCROW AGREEMENT FOR
CONTINGENCY DEPOSIT
This Escrow Agreement ("Agreement") is made and entered into by and between the City
of Redlands, a municipal corporation ("City") whose address is 35 Cajon Street, Redlands,
California 92373 and Bixby Land Company, a California corporation ("Bixby") whose address is
2211 Michelson, Suite 500, Irvine, California 92612 and ("Escrow
Agent") whose address is hereinafter called "Escrow Agent."
For the consideration hereinafter set forth, City, Bixby and Escrow Agent agree as
follows:
ARTICLE I
Deposit of Funds
1.1 Within Five (5) days of the effective date of the -Contract", as defined below,
Bixby shall deposit into a separate escrow account (the "Escrow Account") the sum of Sixty
Two Thousand Dollars ($62,000.00) in cash, certified funds, or by wire transfer(the "Funds")
with Escrow Agent. The Funds are the refundable "contingency deposit" to be drawn upon by
City for the "approved purpose" as those terms are defined in, and are to be held, and if
necessary used, pursuant to the terms of the contract entitled "Dedication Agreement" entered
into between City and Bixby dated January 18, 2008 (hereinafter referred to as the "Contract").
1.2 When Bixby deposits the Funds, Escrow Agent shall notify City within ten (10)
days of the deposit. The Funds shall be held by the Escrow Agent solely for the purposes set
forth in the Contract, and shall be and remain the property of Bixby until they are rightfully
withdrawn from the Escrow Account by the City, in accordance with the terms of the Contract
and this Agreement.
1.3 All interest accrued on the Funds shall be the property of Bixby, and may be
withdrawn by Bixby at anytime, without the need for any further instructions or consent by, or
notice to, City.
1.4 Bixby shall be responsible for paying all fees for the expenses incurred by Escrow
Agent in administering the Escrow Account, and the parties shall otherwise pay their own
expenses in connection with the Escrow and this Agreement.
1.5 Bixby shall have the right to withdraw all or any part of the principal in the
Escrow Account only by written notice to Escrow Agent accompanied by written authorization
from City to Escrow Agent that City consents to the withdrawal of the amount sought to be
withdrawn by Bixby.
38,44 Exhibit "B" — Page I
I I _,%1S'1RVk56121_1,2
01/02105 I 22 P1.1
ARTICLE 2
Investment of Funds
2.1 Escrow Agent shall invest the funds as Bixby may direct from time to time,
provided, however, there shall at all times be not less than Ten Thousand Dollars ($1.0,000.00)
invested in such a manner as will allow access to said amount within not more than thirty (30)
days. All such investments shall be in governmental instruments (e.g., Treasury Notes or
Treasury Bills), or in accounts or certificates of deposit which are Federally insured, have terms
no longer than six (6) months, and shall be of such a nature that there is no risk of loss of the
principal so invested. Bixby shall execute such documents and instruments as may be required
from time to time to facilitate the investment of the Funds, or the termination, if required, of an
investment in which a portion of the Funds are made.
2.2 Escrow Agent shall, upon request of City made at reasonable times and
reasonable intervals, receive a summary of the then current investments, and such written
evidence concerning same as the City may reasonably request.
vi
ARTICLE 3
Use and Withdrawal of Funds
3.1 City shall have a right to draw upon the Funds solely for the replacement of citrus
trees during the "Maintenance Period" as defined in, and in accordance with the terms of, the
Contract. As and if City from time to time finds it necessary to replace citrus trees, upon not less
than seven (7) business days' written notice to Escrow Agent and Bixby (which notice shall set
forth with particularity the reason for the requested withdrawal), the City may request the release
to the City of all or a specific portion of the funds, for the replacement of citrus trees consistent
with the terms of the Contract. Unless Bixby objects in a writing addressed to both Escrow
Agent and City prior to the expiration of said seven (7) business day period, Escrow Agent shall
immediately disburse the requested amount to City, following which Escrow shall have no
responsibility for such funds. Bixby shall have the right to object only if(1) the withdrawal
request does not set forth with particularity the reason for the request, (1i) the withdrawal request
does not set forth a reason with is consistent with the terms of the Contract and this Agreement,
or (iii) Bixbv reasonably believes, based on its review of the condition of the citrus grove and the
trees in question, that such trees do not need replacement. Any objection by Bixby must be
made in good faith, and be based on their reasonable business judgment. In the event of such an
objection, the parties shall promptly meet and confer, in person or telephonically, to attempt to
reach an agreement concerning the requested disbursement. If they are unable to do so, they
shall submit the matter for resolution to Larry Jacinto and Jacinto Farming, who shall determine
if the replacement(s) are necessary, and his determination shall be final. A written copy of his
determination shall be submitted to the parties and to Escrow Agent, and if the determination is
that the withdrawal would be for a proper purpose, i.e., the replace of dead, diseased, or
otherwise non-viable trees, the Escrow Agent is authorized to promptly distribute the funds to
the City for the stated purpose.
Exhibit "B" — Page 2
12212
01/02/08 1:22 PM
ARTICLE 4
Termination of Escrow
4.1 Upon the earlier to occur of(i) the distribution of all of the funds in accordance
with the terms hereof, (ii) receipt of written notification from city certifying that the
"maintenance period," as defined in the contract, has expired, (ii) the presentation by bixby to the
escrow agent of the certification from city required under the contract that the substantial
completion of the installation of the irrigation system and planting of the trees in the citrus grove,
which certification sets forth a date a substantial completion which is not less than five (5) years
prior to the then current date, (iii) the reversion of the property to bixby in accordance with the
terms of the contract, or (iv) July 1, 2013, the escrow shall be terminated. Termination shall be
accomplished by the payment of all fees of Escrow Agent, following which the Escrow Agent
shall release to Bixby any then existing balance of Funds and accrued interest in the Escrow
Account.
4.2 The parties shall execute and deliver such documents and instruments as either of
them or Escrow Agent may reasonably require in order to effectuate the termination of the
Escrow and the release of Escrow agent from any further duty or obligations.
ARTICLE 5
Miscellaneous
5.1 Escrow Agent shall rely on the written notifications from City and Bixby, and
City and Bixby shall hold Escrow Agent harmless from Escrow Agent's release and
disbursement of the Funds and interest as set forth above.
5.2 The names of the persons who are authorized to give written notice or to receive
written notice on behalf of City and on behalf of Bixby in connection with the foregoing, and
exemplars of their respective signatures are as follows:
On behalf of City: On behalf of Bixby:
City Manager
Title Title
N. Enrique Martinez
Name Name
Signature Signature
Exhibit "B" — Page 3
38441..0('167,,NIC'IIOf-MSlIR 61221.-2
01 W/08 1:22 P'h`i
City of Redlands Bixby Land Company
P.O. Box 3005 2211 Michelson, Suite 500
Redlands, CA 92373 Irvine, CA 9261,2
Address Address
On behalf of Escrow Agent:
Title
Name
Signature
Address
5.3 At the time the Escrow Account is opened, City and Bixby shall deliver to Escrow
Agent a fully executed counterpart of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their proper
officers on the date first set forth above.
Owner Contractor
Title Title
Name Name
Signature Signature
Exhibit "B"—Page 4
I 844J,()(,,67,,,Nj(ji0 IA IS A RVV56122 I
01102/08 1:22 P%I
Higar Air, Brian J. Beane, NBI General
Contractors, William Smith, Leonard Ingalls,
William F. Dohr and Inland Aviation
Under negotiation: Lease terms and price
b. Property: An approximately 1.37 acre parcel that is
generally located west of Texas Street and bound
by an adjoining, not a part parcel, on the east, AT
& SF railroad right-of-way on the north; Redlands
Boulevard on the south, and Stuart Avenue on the
west; APN 0171-022-13
Negotiating Parties: N. Enrique Martinez, Steve Dukett and
Ken Patterson and
Coldwell Banker Commercial-Kivett Teeters
Under negotiation: Terms and price for possible sale
c. Property: An approximately 1.37 acre parcel that is
generally located west of Texas Street and bound
by an adjoining,not a part parcel, on the east, AT
& SF railroad right-of-way on the north Redlands
Boulevard on the south, and Stuart Avenue on the
west; APN 0171-022-13
Negotiating Parties: N. Enrique Martinez, Steve Dukett and
Gardner Construction &Development, Inc.
Under negotiation: Terns and price
d. Property: APN 0292-166-08
Negotiating parties: N. Enrique Martinez,Ronald C. Mutter and
Golden State Management LLC
Under negotiation: Price and terms for possible lease of land
e. Property: APN 0167-511-12 and 11
Negotiating parties: N. Enrique Martinez, Gary Phelps and
Mark Bixby
Under negotiation: Terms and price
f. Property APNs 0292-044-08, 09, 10, 11 and 12;
AP'Ns 0292-071-10, 15, 18, 29, 35, 40 and 43
Negotiating parties: N. Enrique Martinez, Gary Van Dorst and
Prologis
Under negotiation: Terms and prices for possible property exchange
LATE BREAKING ITEM
Noting the need to take action was immediate, Councilmember Gilbreath moved
to add the following item to the agenda under "Closed Session" which arose
subsequent to the agenda being posted: "Conference with legal counsel -
Existing litigation- Government Code §54956.9(a): One case - Vincent Bunn v.
City of Redlands, San Bernardino Superior Court Case No. SCVSS 140612."
Motion seconded by Councilmember Gil and carried unanimously.
August 7,2007
Page 11
Agreement - Mountain View Grove - On motion of Councilmember
Gilbreath, seconded by Councilmember Gallagher, the City Council
unanimously approved a dedication and maintenance agreement with
Bixby Land Company for the Mountain View Grove and authorized the
flavor to execute, and the City Clerk to attest to, the document on behalf
of the City.
CDBG - Home..Investment Partnerships Programs - Mayor Harrison asked staff
how they would administer the Community Development Block Grant Program
and if additional staff would be needed. Interim Redevelopment Agency
Director Dukett explained the City of Redlands currently receives its
Community Development Block Grant funds through a cooperative agreement
with San Bernardino County and 41 percent of our allocation is retained by the
County to administer the program on the City's behalf and to fund County-wide
programs. City Manager Martinez noted that we may add staff but more
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importantly may transfer duties from the General Fund to the Community
Development Block Grant Fund. Councilmember Harrison moved to authorize
I participating
the City Manager to initiate the procedures necessary to obtain pa icipating
jurisdiction status pursuant to the Federal Community Development Block
Grant Program and to participate under the State's Home Investment
Partnership I s Program. Motion seconded by Councilmember Gilbreath and
carried unanimously.
Resolution No. 6671 - Terminate Local Emergency - On motion of
Councilmember Gilbreath, seconded by Councilmember Gallagher, the City
Council unanimously adopted Resolution No. 6671, a resolution of the City
Council of the CityofRedlands terniinatint, the local emergency at the Civic
Center.
COMMUNICATIONS
Meeting Attendance - In accordance with Government Code Sections 53232.2
and- 53232.3, Mayor Harrison and Councilmember Aguilar reported on their
attendance at I a League of Caliiorma Cities Inland Empire Division meeting held
on January 10, 2008, at City expense.
Performance Measures - Chief Information. Officer Smith reported that efforts to
improve the efficiency and effectiveness of City operations and the provision of
services have been underway since April, 2007. The process began with budget
goals and implementing strategies to achieve them at the department level.
Level of service evaluation and taro-et areas for improving efficiency and
effectiveness were the next step and have been the subject of several progress
reports to the City Council. In August 2007, the City Manager directed the
Interim ChiefInformation Officer and the Finance Director to coordinate the
development of a comprehensive set of perfon-nance measures at the department
level to be delivered for use in the mid-year budget review and the planning
January IS, 2008
Para 7
306 EAST CITRUS AVENUE-P.O.BOX 6
CANA REDLANDS,CALIFORNIA 92373
PHONE:(909)793-2939
FAX:(909)793-9718
Dated Jantlalv2l,2011
T'() REDLANDS ESCROW,INC
Fscro,No 20943-DS
Noperty Address L'Inkno,,ii
ESCROW INSTRUCTIONS
in consideration of your acting as escrow holder herein,it is agreed that you shall in no case or event be liable for the failure of
any of the conditions of this escrow or damage caused by the exercise of your discretion in arty particular manner,or for any other
reason except gross negligence or willful misconduct with reference to the said escrow,and you shall not be liable or responsible
for your fnilare to ascertain the terms or conditions or to comply with any of the provisions of,any agreement,contract or other
document filed herewith or referred to herein nor shall you be liable or responsible for forgeries or false presentation.
It is further agreed that if any controversy arises,between the parties hereto or with any third person with respect to the subject
matter of this escrow,its term or conditions,you shall not be required to determine the same or take any action in the premises,
but you may await the settlement of any such controversy by final appropriate legal proceeding or otherwise as you may require,
notwithstanding anything in the following instructions to the contrary,and in such event you shall not be liable for interest or
damage.
It is understood that the fee agreed upon for your services hereunder shall be considered compensation for your ordinary services
as contemplated by these instructions,and in the event that,the conditions of this escrow are not promptly fulfilled or that you
render any service hereunder not provided for in the following instructions,or that there is any assignment of any interest in the
subject matter of this escrow or modification hereof,or that any controversy arises hereunder or that you are made a party to,or
intervene in,any litigation pertaining to this escrow or the subject matter thereof,you shall be reasonably compensated for such
extra ordinary services and reimbursed for all costs and expenses occasioned by such default,delay,controversy or litigation and
you shall have the right to retain all documents and/or other thing of value at any time held by you hereunder until such
compensation fees,costs and expenses shall be paid,the undersigned jointly and severally promises to pay such sum upon
demand
ESCROW AGREEMENT FOR CONTINGENCY DEPOSIT referencing the'CONTRACT"dated January 18,2008
entitled "DEDICATION AGREEMENT." which is attached hereto and incorporated as a part of these
escrow instructions.
Escrow Agent's sole concern is to be the"HOLDER"of the$62,000.00,which funds are the refundable
funds outlined in the"Escrow Agreement For Contingency Deposit"said funds shall be drawn upon by
City of Redlands for the"approved purpose". Escrow Holder is not to be concerned with the terms and
fulfillment of the information contained in the other parts of this agreement only the Escrow Agreement
for Contingency Deposit. Other documents referred to in"Escrow Agreement For Contingency Deposit"
are not held in the office of Redlands Escrow, Inc.. All parties shall deliver written instructions for
monies to be withdrawn from the"Contingency Deposit"in accordance with the attached instructions
incorporated herein.
Escrow Agent is to follow the attached Escrow Agreement for Contingency Deposit EXCEPT:
Article No.2 Paragraph 2.1 Funds delivered to Escrow Agent shall be invested in such a manner as will
allow access to said amount within not more than thirty(30)days such as deposited in a Certificate of
Deposit with a Federally insured Bank to incur interest during the"Maintenance Period".
Bixby herein agrees to pay an escrow holding fee of$500.00,at escrow closing for"Holding Escrow Fee".
Escrow Agent is not to be concerned and/or responsible for recording a Grant Deed or any other
documents through this escrow.
CITY OF E LAN 5 BIXBY LAND COMPANY
BY: BY:
OF
guLilar, Mayor
BY: BY:
,.'IGN AND RETURN
ESCROW AGREEMENT FOR
CONTINGENCY DEPOSIT
This Escrow Agreement ("Agreement") is made and entered into by and between the City of
Redlands, a municipal corporation ("City") whose address is 35 Cajon Street, Redlands, California
912 373 and Bixby Land Company, a California corporation ("Bixby") whose address is 2211
Michelson Drive, Suite 500, Irvine, California and Redlands Escrow ("Escrow Agent") whose
address is 306 E. Citrus Ave., Redlands, CA 92373 hereinafter called "Escrow Agent."
C,
For the consideration hereinafter set forth, City, Bixby and Escrow Agent agree as follows:
ARTICLE I
Deposit of Funds
1.1 Within Five (5) days of the effective date of the "Contract", as defined below,
Bixby shall deposit into a separate escrow account (the "Escrow Account") the sum of Sixty Two
Thousand Dollars ($62,000.00) in cash, certified funds, or by wire transfer (the "Funds") with
Escrow Agent. The Funds are the refundable "contingency deposit" to be drawn upon by City for
the "approved purpose" as those terms are defined in, and are to be held, and if necessary used,
pursuant to the terms of the contract entitled "Dedication Agreement" entered into between City
and Bixby dated January 18, 2008 (hereinafter referred to as the "Contract").
1.2 When Bixby deposits the Funds, Escrow Agent shall notify City within ten (10)
days of the deposit. The Funds shall be held by the Escrow Agent solely for the purposes set forth
in the Contract, and shall be and remain the property of Bixby until they are rightfully withdrawn
from the Escrow Account by the City, in accordance with the terms of the Contract and this
Agreement.
1.3 All interest accrued on the Funds shall be the property of Bixby, and may be
withdrawn by Bixby at anytime, without the need for any further instructions or consent by, or
notice to, City.
1.4 Bixby shall be responsible for paying all fees for the expenses incurred by Escrow
Agent in administering the Escrow Account, and the parties shall otherwise pay their own expenses'
in connection with the Escrow and this Agreement.
1.5 Bixby shall have the right to withdraw all or any part of the principal in the Escrow
Account only by written notice to Escrow Agent accompanied by written authorization from City
to Escrow Agent that City consents to the withdrawal of the amount sought to be withdrawn by
Bixby.
AR HOLNIS'SWDNM558048
ARTICLE 2
Investment of Funds
2.1 Escrow Agent shall invest the funds as Bixby may direct from time to time,
provided, however, there shall at all times be not less than Ten Thousand Dollars ($10,000.00)
invested in such a manner as will allow access to said amount within not more than thirty (30)
days. All such investments shall be in governmental instruments (e.g., Treasury Notes or Treasury
Bills), or in accounts or certificates of deposit which are Federally insured, have terms no longer
than six (6) months, and shall be of such a nature that there is no risk of loss of the principal so
invested. Bixby shall execute such documents and instruments as may be required from time to
time to facilitate the investment of the Funds, or the termination, if required, of an investment in
which a portion of the Funds are made.
2.2 Escrow Agent shall, upon request of City made at reasonable times and reasonable
intervals, receive a summary of the then current investments, and such written evidence concerning
same as the City may reasonably request.
ARTICLE 3
Use and Withdrawal of Funds
3.1 City shall have a right to draw upon the Funds solely for the replacement of citrus
trees during the "Maintenance Period" as defined in, and in accordance with the terms of, the
Contract. As and if City from time to time finds it necessary to replace citrus trees, upon not less
than seven (7') business days' written notice to Escrow Agent and Bixby (which notice shall set
forth with particularity the reason for the requested withdrawal), the City may request the release to
the City of all or a specific portion of the funds, for the replacement of citrus trees consistent with
the terms of the Contract. Unless Bixby objects in a writing addressed to both Escrow Agent and
City prior to the expiration of said seven (7) business day period, Escrow Agent shall immediately
disburse the requested amount to City, following which Escrow shall have no responsibility for
such funds. Bixby shall have the right to object only if(i) the withdrawal request does not set forth
with particularity the reason for the request, (ii) the withdrawal request does not set forth a reason
with is consistent with the terms of the Contract and this Agreement, or (iii) Bixby reasonably
believes, based on its review of the condition of the citrus grove and the trees in question, that such
trees do not need replacement. Any objection by Bixby must be made in good faith, and be based
on their reasonable business judgment. In the event of such an objection, the parties shall promptly
meet and confer, in person or telephonically, to attempt to reach an agreement concerning the
requested disbursement. If they are unable to do so, they shall submit the matter for resolution to
Larry Jacinto and Jacinto Farming, who shall determine if the replacement(s) are necessary, and his
determination shall be final. A written copy of his determination shall be submitted to the parties
and to Escrow Agent, and if the determination is that the withdrawal would be for a proper
purpose, i.e., the replace of dead, diseased, or otherwise non-viable trees, the Escrow Agent is
authorized to promptly distribute the funds to the City for the stated purpose.
AICHO LMYS W D%I S\i i 5 8048
/YIF 1101-
ARTICLE 4
Termination of Escrow
4.1 Upon the earlier to occur of(i) the distribution of all of the funds in accordance with
the terms hereof, (ii) receipt of written notification from city certifying that the "maintenance
period," as defined in the contract, has expired, (ii) the presentation by bixby to the escrow agent of
the certification from city required under the contract that the substantial completion of the
installation of the irrigation system and planting of the trees in the citrus grove, which certification
sets forth a date a substantial completion which is not less than five (5) years prior to the then
current date, (iii) the reversion of the property to bixby in accordance with the terms of the
contract, or (iv)July 1, 2013, the escrow shall be terminated. Termination shall be accomplished
by the payment of all fees of Escrow Agent, following which the Escrow Agent shall release to
Bixby any then existing balance of Funds and accrued interest in the Escrow Account.
4.2 The parties shall execute and deliver such documents and instruments as either of
them or Escrow Agent may reasonably require in order to effectuate the termination of the Escrow
and the release of Escrow agent from any further duty or obligations.
ARTICLE 5
Miscellaneous
5.1 Escrow Agent shall rely on the written notifications from City and Bixby, and City
and Bixby shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the
Funds and interest as set forth above.
5.2 The names of the persons who are authorized to give written notice or to receive
written notice on behalf of City and on behalf of Bixby in connection with the foregoing, and
exemplars of their respective signatures are as follows:
On behalf of City: On behalf of Bixby:
City Manager Chief Financial Officer Vice President
Title Title Title
N. Enrique Martinez James Wolford Michael F. Severson
Na Name
rgnature Si ature Signature
City of Redlands ixby Land Company
P.O. Box 3005 2211 Michelson Drive, Suite 500
Redlands, CA 92373 Irvine, CA 92612
.,&%T14
CONT LVL'ED 01VNEXT PAGE
HE
AICHOLMS.s"DMS',5.558048 3
On behalf of Ecrow Agent:
Manager
Title
Dor!Athv.-..5ke, un
NiN T
Signature
g n
306 East Citrus Avenue
Address Redlands, CA 92373
5.3 At the time the Escrow Account is opened, City and Bixby shall deliver to Escrow
Agent a fly executed counterpart of this Agreement.
IN' WITNESS WHEREOF, the Parties have executed this Agreement by their proper
officers on the date first set forth above.
On behalf of City On behalf of Bixby:
Citv Manager Chief Financial Officer Vice President
Title Title Title
N. Enrique Martinez James WolfordMichael F. Severson
Name/)
Name
;gnature
Signature Signature
City of Redlands
" Bixby Land Company
P.O. Box 3005 1200 Newport Center Drive, Suite 120
Redlands, CA 92373 Newport Beach, CA 92660
On behalf of Escrow A-ent:
Manager
Title
Dorothy' Skelton
Pe
Signature
106 Faal—Cilrus Avenue
AddressRedlands, CA 92373 Re
4
Escrow # 2094_____3 DS
Sanuax_� °011
To. Redlands ESCrOwl Ino*
AUTjJOR1ZkTION AND INSTRUCTION FOR DEPOSIT OF FUNDS INTO AN INTEREST -BEARING kCCi3lJTIT.
is hereby authorized and instructed to open an interest
Redlands Escrow Inc. 62,000-00 deposited by%
bearing account for funds in the amount Of 5
Buyer Broker, for buyers credit tSeller
Said account shall be in the name of Redlands Escrow, Inc., as Trustee for
buyers, and
BIXBY LAND COMPANY sellerst in
Escrow No.: 20943-DS
Type of Account
To be opened at; CO UNI savings
& loan association
name of bank or as
200 EAST CITRUS AVENUE REDLAND A ')37
-T—.U—r .. together with accrued
instructed to withdraw said funds' ou deem
authorized and trust account, at such time as Y
(y) You are into your escrow I that there may
interest, and deposit same ow All parties are aware
necessary to effect the close of this esc, - d do hereby release
awal of said funds a
be substantial penalties for early withdx; ti., therewith.
escrow holder from any liability in co'nec
9.ccured Interest to be credited as follows t Buyer Seller
At the close of escrow to: (o � Seller
At cancellation to: eBuyer
BIXBY LAND COMPANY
CITY OF REDLANDS
Signature BY: t ui ar Me or Signature
Signature
Signature l r
22
Address
Address P O. Boy, 3005 G�jty ort Beach, CA-Fe,-� Newport 926 it
92373
PHONE ------
PONE -----------
SiGN AND RETURN
GENERAL INSTRUCTIONS
If the conditions of this escrow have not been complied with prior to fire date set out in paragraph 3,or any extension
thereof,you are nevertheless to complete the escrow as soon as the conditions,except as to time,have been complied with,unless
written demand shall have been made upon you not to complete it.
Unless otherwise provided,make all adjustments on basis of 30-day month based on the latest available figures in case
of taxes, assessments or bonds, principal, and interest on encumbrances of record based on statements by mortgages,
beneficiaries or holder of notes for collection,interest on new encumbrances by endorsement on Notes,and rents on basis of
statement presented into escrow by Seller and approved by Buyer,and assume Seiler will collect all rents due prior to close of
escrow.Assume that insurance premiums alt paid and transfer on behalf of parties hereto any fire insurance policies handed you.
Forward such policies,upon elose of escrow to agent with the request that insurer consent to such transfer or attach Loss Payable
or Mortgagee's Clause or other additions or corrections,and that Agent thereafter forward such policies to parties entitled thereto.
The expression"close of escrow",if written in these instructions,shall mean the date First instrument is filed of record.
You shall in no event be liable for forgeries or falx impersonations in connection with these instructions,instruments
of record,or those handled in this escrow.
You need to make payment to or for or deliver documents to any party only if in your exclusive judgement such may be
made without you incurring any liability. if any controversy arises between the panics hereto,or with any third person,you shall
not be required to determine the same or take any action but you may await the settlement of any such controversy by final
appropriate legal proceedings or otherwise as you may require snd%or file a suite in interpleader and obtain an order from the
court requiring the parties to interplead and litigate in court their several claims and rights among themselves,notwithstanding
anything in these printed or,typed ittsht c4ions to gte-ism traty, to the event such interpleader shite is brought,you shall ipso facto
be fully released and discharged from all obligations to further perform any and all duties or obligations imposed uponyou in this
escrow and the parties jointly and severally agree to pay you all costs,expenses and attorney's fees expended or incurred by you,
the assistant thereof to be fixed and a judgement thereof to be rendered by the court in such suite. In either event,You shall not be
liable for interest or damage.
Whenever provision is made herein for the payment of any sums,the delivery of any instrument or the performance of
any act"outside escrow"the escrow holder shall have no responsibility therefor and shall not be concerned therewith.
You are to cause no examination or report to be made on state,county or city taxes,either real or personal,or state
corporation taxes for the year stated on page one prior the date first installment payments are due and payable,and you are to
order no special tax report except as herein otherwise specifically instructed. You are to cause,no examination of the title to
personal property described herein unless specifically instructed herein.
All monies receival in this escrow by you shall be deposited in a bank in an"Escrow Funds"account with other
escrow funds,and all such monies received in this and other escrows and deposited into the same"Escrow Funds"account shall
constitute one General Escrow Fund. All disbursements shall be made to parties in interest,by your check,and checks and
instruments will be mailed to one of the parties entitled thereto,if more than one,to address given. Instruct County Recorder to
mail instruments in the same manner.
In the event it may be necessary or proper to comply with the conditions and instructions of this escrow,von are
authorized to cause to be deposited,during the pendency of this escrow,any funds or documents with any bank,savings and to—
association,title company or another escrow agency licensed under the Escrow Act,to be credited to your account upon
recordation of the instruments required to be recorded to complete this escrow;said funds aid documents shall be received by
you,prior to recordin&
If the property involved in this escrow is included in escrow instructions with a bank,savings and loan association,title
company or another escrow agency licensed under the Escrow Act,then you are authorized to make such arrangements with such
bank,savings and loan association,title company,or licensed escrow agency,as to delivery to it of cash or instruments as will
enable you to comply with the instructions in this escrow.
Recordation of any instruments delivered through this escrow,if necessary or proper in the issuance of policies of title
called for,is authorized,aid in connection therewith,funds/or instruments received in this escrow may be delivered to or
deposited into another escrow being handled by you or deposited with any titlecompany,or other escrow agency licensed under
the Escrow Act,for the purpose of complying with the terms and conditions of these escrow instructions_
"Che parties to these escrow inshuctions authorize you to destroy these instructions and all other instruments
and records in this escrow at any time after 5 years from the date of these instructions.
Order search of title. Deliver title policy to parties entitled thereto. Prepare documents for my signature.
1,as buyer and/or borrower,will pay on demand,regardless of the consummation of this escrow,all charges and costs
incurred by you for me as buyer and/or borrower,including but not limited to fee for preparing instruments t shall execute,or
have executed,fee for recording documents,insurance endorsements,your escrow fee and all other expenses and costs as is in
this escrow provided.
1,as seller and/or lender,will pay on demand,regardless of the consummation of this escrow,all charges incurred by
you for me as seller.including but not limited to title change;fee for preparing instruments I should execute,your escrow fee,fee
for obtaining beneficiaries'statements and demands,and insurance endorsements and all other expenses and costs as in this
escrow provided.
Each person signing these instruments authorizes you to deduct all their expenses from funds due them.
The signing parties hereto jointly and severally agree to pay demand all attorney's fees,costs and damages suffered or
incurred by you in case of any controversy or litigation,including but not limited to,a suit in interpleader brought by you,in
connection with or arising out of this escrow,plus reasonable compensation for time and expense in preparing for andlor
attending court and you are hereby given a lien upon ail rights,titles and interest of each of the undersigned in all escrowed
papers and other property or moneys deposited in this escrow,to protect your rights and to indemnify acid reimburse you
hereunder.
Whenever the context so requires,the masculine gender includes the feminine and neuter,the singular number includes
the plural,and the plural number includes the singular.
All parties agree that as far as your rights and liabilities are involved,this transaction is an escrow and not any other
legal relation and you are.an escrow holder only onthe within..expressed tcrms..and you shall have no responsibility of roti€ging.
any of the parties to this escrow of any side,resale,loan;exchange,or other transaction involving any property herein described
or of any profit realized by any person,Gem or corporation(broker,agent and parties to this andrbr any other escrow included)in
connection therewith,regardless of the fact that such transastion(s)may be handled by you in ibis escrow or in another escrow.
These instructions may be executed in counterparts,each of which so executed shalt,irrespective of the date of its
execution and delivery,be deemed an original and said counterparts together shalt constitute one and the same instrument.Any
amended supplemental or additional instructions given shalt be subject to the forgoing conditions and instructions.
SELLER(S)INITIALS:. BUYER(S)INITIALS:,_
SIGN AND RETURN