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HomeMy WebLinkAboutContracts & Agreements_31-2020PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS DATED MARCH 3, 2020 BY AND BETWEEN CITY OF REDLANDS, a municipal corporation AS SELLER, DONN GRENDA, An Individual, AS BUYER 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 2 4 ACTIONS PENDING CLOSING . 3 4 1 Buyer's Diligence Tests 3 4 2 Buyer's Termination Right 3 4 3 Title 4 5 CONDITIONS TO CLOSING . 5 5 1 Buyer's Closing Conditions 5 5 2 Seller's Closing Conditions . ... .. 6 6 CLOSING 6 6 1 Closing Date 6 6 2 Deliveries by Seller 6 6 3 Deliveries by Buyer 7 6 4 Actions by Escrow Agent 7 6 5 Prorations/Apportionment............. . . 8 6 6 Closing Costs 9 6 7 Closing Statement 9 6 8 Deliveries Outside of Escrow 9 7 SELLER'S REPRESENTATIONS AND WARRANTIES 10 7 1 Due Organization 10 7 2 Seller's Authority, Validity of Agreements 10 7 3 No Third -Party Rights 10 7 4 Litigation 10 7 5 Survival 10 8 BUYER'S REPRESENTATIONS AND WARRANTIES ..... 11 i 8.1 Due Organization 11 8 2 Buyer's Authority, Validity of Agreements 11 9 SURVIVAL 11 10 AS -IS 11 11 RISK OF LOSS 12 111 Condemnation 12 112 Casualty 12 12. REMEDIES 13 12 1 Default by Seller 13 12 2 Default by Buyer 13 13 BROKERS 14 14 MISCELLANEOUS PROVISIONS 14 14 1 Entire Agreement 14 14 2 Modification, Waiver 14 14 3 Notices 14 14 4 Expenses 15 14 5 Severability ...... 16 14 6 Successors and Assigns 16 14 7 Counterparts 16 14.8 Governing Law, Jurisdiction, 16 14 9 Headings 16 14 10 Time of Essence 16 14 11 Further Assurances 16 1412 Construction 17 14 13 Attorneys' Fees 17 14 14 Business Days 17 11 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Joint Escrow Instructions (this "Agreement") is made and entered this 3rd day of March, 2020 ("Effective Date"), by and between City of Redlands, a municipal corporation ("Seller"), and Donn Grenda, an individual ("Buyer"), for the purpose of setting forth their agreement 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 WHEREAS, Seller is the owner of an undivided fee simple interest in certain real property located in the city of Redlands, county of San Bernardino ("County"), State of California, known as County Assessor Parcel Numbers 0169-121-06-0000 and 0169-121-10-0000, and as more particularly described on Exhibit "A" attached hereto (the "Property"), and WHEREAS, 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 promises contained herein 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 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, and all improvements located thereon, in its condition as of the Effective Date of this Agreement 2 PURCHASE PRICE The purchase pnce of the Property (the "Purchase Price") shall be One Million Three Hundred Ninety Thousand Dollars ($1,390,000) The Purchase Price shall be payable as follows 2 1 Deposits Within two (2) business days following the "Opening of Escrow" (as hereinafter defined), Buyer shall deposit into "Escrow" (as hereinafter defined) the sum of Twenty Thousand Dollars ($20,000) (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 2 From and after the Due Diligence Termination Date, provided Buyer does not elect to terminate this Agreement pursuant to the terms of Section 4 2, the Deposit shall become non-refundable, except as specifically provided otherwise herein, and shall be credited against the Purchase Price at Closing 1 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 in 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 12 1, (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, (n) this Agreement and the Escrow shall terminate, and (in) 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 bearing 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 6 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 American Title Insurance Company located at 3281 East Guasti Road, Suite 440, Ontario, CA 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 wntten notice of the date of the "Opening of Escrow " As used herein, the term "Opening of Escrow" means the day on which Escrow Agent provides wntten notification to the Parties of its receipt of a fully executed copy of this Agreement 3 2 Escrow Instructions This Agreement shall constitute escrow instructions 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 2 termination of this Agreement A copy of any notice of termination allowed under this Agreement shall be sent to Escrow Agent by the Party electing to terminate 4 ACTIONS PENDING CLOSING 4 1 Buyer's Diligence Tests 4 1 1 For sixty (60) days from the Opening of Escrow, 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 perform any inspections, investigations, studies, and tests of the Property (including, without limitation, physical, engineering, soils, geotechnical, and environmental tests) that Buyer deems reasonable, and (b) investigate such other matters pertaining to the Property as Buyer may desire Notwithstanding the foregoing, Buyer shall not conduct any invasive testing on the Property without the prior written consent of Seller. Any entry by Buyer onto the Property shall be subject to, and conducted in accordance with, all applicable laws 4 1 2 Buyer shall keep the Property free and clean of any mechanics' liens and indemnify, protect, defend, and hold Seller and Seller's elected and appointed officials, officers, employees and authorized agents (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 liens), causes of action, demands, obligations, losses, damages, liabilities, judgments, costs, and expenses (including, without limitation, reasonable attorneys' fees, charges, and disbursements) (collectively, "Claims") in connection with or arising out of any inspections of the Property carried on by or on behalf of Buyer pursuant to the terms hereof, provided, however, that Buyer shall have no responsibility or liability for (a) the negligence or willful misconduct of any Indemnified Party; (b) any adverse condition or defect on or 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 hereinafter defined)); and/or (c) the results or findings of any inspection 4 1.3 Upon completion of Buyer's inspections, Buyer shall promptly repair any material damage to the Property caused by its entry thereon and restore the Property to substantially the same conditions as it existed prior to Buyer's entry under this Section 4 1 4 1 4 The provisions of this Section 4 1 shall survive the Closing or the earlier termination of this Agreement 4 2 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 delivenng a written notice of such terrination to Seller and Escrow Agent if Buyer determines, in its sole and absolute discretion, that the Property is not acceptable to Buyer for any reason Buyer shall indicate its satisfaction and/or waiver of the Due Diligence condition described in this Section 4 2 by delivenng written notice of such satisfaction and/or waiver ("Feasibility Notice") to Seller and Escrow Agent on or prior to the Due Diligence Termination Date In the event Buyer fails to timely deliver a Feasibility Notice, then this Agreement and the Escrow shall be automatically deemed terminated In the event this Agreement 3 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 3 Title 4 3 1 Delivenes by Seller Within two (2) business days after the Opening of Escrow, Seller shall cause First American Title Company ("Title Insurer") to issue and deliver to Buyer (a) a current commitment for an CLTA standard coverage Owner's Policy of Title Insurance for the Property (the "Title Report") and (b) legible copies of all documents referenced therein (collectively with the Title Report, the "Title Documents") 4.3.2 Buyer's Review of Title Buyer shall have until the date thirty (30) business days following the delivery of the Title Report ("Title Review Date") to notify Seller in writing of any objection that Buyer may have to any matters reported or shown in any survey or the Title Documents or any amendments or updates thereof (a 'Buyer's Objection Letter") (provided, however, that if any such amendments or updates are received by Buyer after or within five (5) business days before the Title Review Date, Buyer shall have five (5) business days following Buyer's receipt of such amendment or update and copies of all documents referenced therein to notify Seller of objections to matters shown on any such amendment or update that were not disclosed on the previously delivered survey or Title Documents and the Closing Date shall automatically be extended as necessary to facilitate such notice period and any subsequent periods for 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 " Seller shall cooperate, at no cost to Seller, with Buyer to eliminate matters objected to by Buyer, but, except as set forth in the last sentence of this Section 4 3 2, Seller shall have no obligation to cure or correct any matter objected to by Buyer On or before the fifth (5th) business day following Seller's receipt of Buyer's Objection Letter, Seller may elect, by delivenng wntten notice of such election to Buyer and Escrow Agent ("Seller's Response"), to cause Title Insurer to remove or insure over any matters objected to in Buyer's Objection Letter If Seller fails to deliver Seller's Response within the period set forth above, it shall be deemed an election by Seller not to cause Title Insurer to so remove or insure over such objections If Seller elects or is deemed to have elected not to cause Title Insurer to so remove or insure, or if Buyer determines, in its sole discretion, that any proposed endorsement for or insurance over an objected matter is unsatisfactory, then Buyer must elect, by delivering written notice of such election to Seller and Escrow Agent on or before the earlier to occur of (a) the fifth (5th) business day following Buyer's receipt of Seller's Response or (b) if no Seller's Response is received by Buyer, the fifth (5th) business day following the date on which Seller shall have been deemed to have responded, as provided above, to (i) tenninate this Agreement, in which case the Deposit, to the extent previously deposited in Escrow, shall be immediately returned to Buyer, or (11) proceed with this transaction, in which event those objected to exceptions or 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 4 as stated above Seller shall be obligated to satisfy and otherwise remove all monetary and financial hens and encumbrances in existence as of the Agreement Date or incurred by Seller on or before Closing hereunder (other than current taxes not yet due) and any additional encumbrances incurred by Seller after the Effective Date of this Agreement 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 Buyer 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 of this Agreement that are not satisfied or otherwise removed on or before Close as contemplated above 4 3 3 Condition of Title at Closing Upon the Closing, Seller shall sell, transfer, and convey to Buyer 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 or described in said Grant Deed 5 CONDITIONS TO CLOSING 5 1 Buyer's Closing Conditions The obligation of Buyer 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 5 1 1 Title Title Insurer shall be irrevocably and unconditionally prepared and committed to issue to Buyer (with an effective date not earlier than the Closing Date), a CLTA standard coverage owner's policy of title insurance ("CLTA Standard Policy") in favor of Buyer 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 other than the Permitted Exceptions and the reservations and other 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 Buyer 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 5.1.2 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 maternal respects as of the Closing Date, and Seller, on or pnor 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 pnor to the Closing 5 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 of this Agreement, 5 except for reasonable wear and tear and any damages due to any act of Buyer or Buyer's representatives 5 1 4 Bankruptcy No action or 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, lien, or levy shall have attached to or been issued with respect to Seller's interest in the Property or any portion thereof 5 1 5 Possession/Removal of Personal Property Upon the Close of Escrow, Seller shall deliver exclusive possession of the Property to Buyer Prior to the Close of Escrow Seller shall have the right to remove Seller's equipment, trade fixtures or other personal property Any such salvage and removal shall be performed pursuant to all required permits, in accordance with all laws, rules and regulations, and in such manner that the Property is delivered upon the Close of Escrow without any safety issues on site, such as large holes, partially razed structures, or any other similarly unsafe conditions Any improvements or personal property of Seller remaining on the Property after the Close of Escrow shall be conclusively deemed abandoned by Seller (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 right, title and interest in such Abandoned Personal Property to Buyer for disposition as determined by Buyer in Buyer's sole and absolute discretion 5 2 Seller's Closing Conditions All of the representations and warranties of Buyer set forth in Section 8 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 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 6 CLOSING 6 1 Closing Date Subject to the provisions of this Agreement, the Closing shall take place on or before May 20, 2020 ("Closing Date"). As used herein, the "Closing" shall mean the recordation of the Grant Deed in the Official Records 6 2 Deliveries by Seller On or before the Closing Date, Seller, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following items, documents, and instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form for recording 6 2 1 Grant Deed The Grant Deed conveying the Property to Buyer, 6 2 2 Non -Foreign Affidavit A Non -Foreign Affidavit in the form attached hereto as Exhibit "C" (the "Non -Foreign Affidavit"), 6 2 3 State Affidavit A California Franchise Tax Board Form 593-C (the "State Affidavit"), 6 2 4 Owner's Affidavit An owner's affidavit or seller's certificate duly executed by Seller in the form customarily required by title insurance companies in the county in 6 which the Property is located, in connection with the issuance of title insurance, to remove standard exceptions for mechanics hens, the gap period from the latest title update of Buyer's title insurance commitment and Parties in possession, 6 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 delivenng 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 6 2 6 Other Such other items, documents, and instruments as may be reasonably required by Buyer, 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 Seller at the Closing pursuant to this Agreement 6 3 Deliveries by Buyer On or before the Closing Date, Buyer, at its sole cost and expense, shall deliver or cause to be dehvered 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 6 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 Buyer's share of the Closing Costs (as hereinafter defined) (and otherwise sufficient to close the transaction contemplated herein), 6 3 2 Proof of Authority Such proof of Buyer'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 delivenng any instruments, documents, or certificates on behalf of Buyer to act for and bind Buyer as may be reasonably required by Title Insurer or Escrow Agent, and 6 3 3 Other Such other items, documents, and instruments as may be reasonably required by 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 6 4 Actions by Escrow Agent Provided that Escrow Agent shall not have received written notice from Buyer or Seller of the failure of any condition to the Closing or 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 6 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 6 4 2 Funds Disburse all funds as follows 6 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 in 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, 6 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 6 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 6 4 2 1 and 6 4 2 2 above have been completed 6 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), (u) one copy of the Non -Foreign Affidavit, the State Affidavit and the General Assignment, and (iii) one conformed copy of each document recorded pursuant to the terms of this Agreement, and (b) to 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 Agreement, but including, without limitation, the Non -Foreign Affidavit and the State Affidavit), and (u) the one conforiried copy of each document recorded pursuant to the terms of this Agreement Originals of any documents recorded at Closing shall be delivered after such recording as indicated thereon 6 4 4 Owner's Title Policy Cause Title Insurer to issue or be irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy to Buyer 6 5 Prorations/Apportionment. 6 5 1 Method of Proration Taxes and assessments affecting the Property shall be prorated between Buyer and Seller as of the Closing Date based on a 365 -day year All non - delinquent real estate taxes and assessments on the Property shall be prorated based on the actual current tax bill, but if such tax bill has not yet been received by Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the period pnor to the Closing, the Parties shall make any necessary adjustment after 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 period from and after the Closing If any real property taxes or assessments 01 any expenses attributable to the Property and allocable to the period pnor 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 borne all real property taxes, assessments and expenses allocable to the 8 period prior to the Closing and Buyer shall bear all real property taxes, assessments and expenses allocable to the period from and after the Closing 6 5 2 Survival The obligations under this Section 6 5 shall survive the Closing and the delivery and recordation of the Grant Deed for the Property 6 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 6 6 1 Escrow Agent's escrow fees and costs shall be paid one-half by Seller and one-half by Buyer, 6 6 2 The cost of the Owner's Title Policy attributable to the standard coverage portion shall be paid by Buyer, 6 6 3 The cost of the Owner's Title Policy attributable to the extended coverage portion shall be paid by Buyer, 6.6.4 The cost of any items required to be provided by Seller pursuant to Section 4 3 2, shall be paid by Seller, and the costs of any other endorsements to the Owner's Title Policy shall be paid by Buyer, 6 6 5 Seller shall pay the cost of any documentary transfer taxes in connection with the recording of the Grant Deed, 6 6 6 Buyer shall pay all recording costs for recording the Grant Deed, and 6 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 6 7 Closing Statement Three (3) business days prior to the Closing Date, Escrow Agent shall deliver to each of the Parties for their review and approval a preliminary closing statement (the "Preliminary Closing Statement") setting forth (a) the proration amounts allocable to each of the Parties pursuant to Section 6 5, and (b) the Closing Costs allocable to each of the Parties pursuant to Section 6 6 Based on each of the Party's comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to each of the Parties at the Closing (the "Closing Statement") 6 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 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 6 8 shall survive the Closing 9 7 SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES Seller represents, and warrants to and agrees with Buyer, as of the Effective Date of this Agreement and as of the Closing Date, as follows. 7 1 Due Organization Seller is a municipal corporation duly formed under the laws of the State of California 7 2 Seller's Authority, Validity of Agreements Seller has full nght, power, and authority to sell the Property to Buyer 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 Seller has/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, or conflict with, or constitute a default under, any provisions of any agreement of Seller or any mortgage, deed of trust, indenture, lease, security agreement, or other instrument, covenant, obligation, or agreement to which Seller or the Property is subject, or any judgment, law, statute, ordinance, writ, decree, order, injunction, rule, ordinance, or governmental regulation or requirement affecting Seller or the Property 7 3 No Third -Party Rights Except as disclosed in the Title Report, Seller is not aware of any leases or occupancy agreements that grant third -Parties any possessory or usage rights to all or any part of the Property 7 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 of this Agreement 7 5 Survival All of the representations, warranties, and agreements of Seller set forth in this Agreement shall be true upon the Effective Date of this Agreement, shall be deemed to be repeated at and as of the Closing Date, and shall survive the delivery of the Grant Deed and the Closing for a period of one (1) year Prior to a termination of this Agreement, 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 Effective Date of this Agreement, but is not true as of the Closing Date, then Seller shall disclose this changed fact to Buyer in writing So long as Seller makes the foregoing disclosure and the change of circumstances regarding the representation or warranty did not arise due to the fault of Seller, then Seller shall not be in breach of this Agreement due to the fact that the representation or warranty has become untrue as of the Closing Date, provided, however, the fact that any representation or warranty under this Section 7 is untrue as of the Closing Date shall still be a failure of a condition pursuant to Section 5 1 2 Notwithstanding the foregoing, if Buyer has actual knowledge of the incorrectness of any representation or warranty 10 set forth in this Section 7 as of the Close of Escrow and Buyer has not elected to terminate 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 8 BUYER'S REPRESENTATIONS AND WARRANTIES Buyer represents and warrants to Seller, as of the Effective Date of this Agreement and as of the Closing Date, as follows 8 1 Buyer's Authority, Validity of Agreements Buyer has full right, power, and authority 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 authonty 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 authonzed, executed, and delivered by Buyer 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 or judicial order to which Buyer is a Party or to which Buyer is subject 9 SURVIVAL ALL OF THE REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF BUYER SET FORTH IN THIS AGREEMENT SHALL BE TRUE UPON THE EFFECTIVE DATE OF THIS AGREEMENT, SHALL BE DEEMED TO BE REPEATED AT AND AS OF THE CLOSING DATE AND SHALL SURVIVE THE DELIVERY OF THE GRANT DEED AND THE CLOSING FOR A PERIOD OF ONE (1) YEAR PRIOR TO A TERMINATION OF THIS AGREEMENT, 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. 10 AS -IS THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS. (A) BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY, (13) 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 ITS PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS REPRESENTATIONS SUBJECT TO THE EXPRESS REPRESENTATIONS AND THE TERMS HEREOF, BUYER 11 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 " 11 RISK OF LOSS 11.1 Condemnation If, prior to any Closing, all or any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), Seller shall immediately notify Buyer in writing of such fact In such event, Buyer shall have the option to terminate this Agreement upon wntten notice to Seller given within ten (10) business days after receipt of such notice from Seller, in which event the Deposit shall be returned to Buyer Notwithstanding the foregoing, Buyer's failure to provide wntten notice of Buyer's election to terminate within such ten (10) business day period shall be deemed Buyer's election to terminate this Agreement Prior to any termination or deemed termination of this Agreement, Buyer shall have the right to participate in any proceedings and negotiations with respect to the taking and any transfer in lieu of taking (and Seller shall not consummate any transfer in lieu of taking without Buyer's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed) If Buyer waives the right to terminate this Agreement and elects to proceed with the Closing, then (a) Seller, at, and as a condition precedent to Buyer's obligation to proceed with, the Closing, must (i) pay to Buyer (or direct Escrow Agent to credit Buyer against the Purchase Price for) the amount of all awards for the taking (and any consideration for any transfer in lieu of taking) actually received by Seller; and (ii) assign to Buyer by wntten instrument reasonably satisfactory to Buyer all rights or claims to any future awards for the taking (and any consideration for any transfer in lieu of taking), and (h) the Parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement 11 2 Casualty Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, sinkhole, contamination by hazardous materials or other casualty shall be borne and assumed by Seller If, prior to the Closing, any portion of the Property is damaged as a result of any earthquake, hurricane, tornado, flood, sinkhole, landslide, fire, contamination by hazardous materials or other casualty, Seller shall immediately notify Buyer in writing of such fact In such event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given within ten (10) business days after receipt of any such notice from Seller, in which event the Deposit shall be returned to Buyer Notwithstanding the foregoing, Buyer's failure to provide 12 wntten notice of Buyer's election to terminate within such ten (10) business day period shall be deemed Buyer's election to terminate this Agreement Prior to any termination or deemed termination of this Agreement, Buyer shall have the right to participate in any adjustment of the insurance claim If Buyer waives the right to terminate this Agreement and elects to proceed with the Closing, then (a) Seller, at, and as a condition precedent to Buyer's obligation to proceed with, the Closing, must either (i) pay to Buyer (or direct Escrow Agent to credit Buyer against the Purchase Price for) the amount of any insurance proceeds actually received by Seller plus the amount of any deductible under Seller's insurance, or (11) if no insurance proceeds have been received by Seller, assign to Buyer by written instrument reasonably satisfactory to Buyer all rights or claims to the insurance proceeds and credit Buyer against the Purchase Price for any deductible payable under Seller's insurance policy, and (b) the Parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement 12 REMEDIES 12 1 Default by Seller If Seller 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 wntten notice thereof (a "Seller 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 Seller the reasonable out-of- pocket expenses incurred by Buyer related to the Property and this transaction, which amounts shall be payable by Seller to Buyer 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 Buyer as a result of any breach or failure by Seller to perforin 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 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 13 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 CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 Seller's Imti s 1�i V 13. BROKERS. Seller shall have no liability to any broker engaged by Buyer m connection with the sale of the Property to Buyer 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 in this Section 13 The provisions of this Section 13 shall survive the Closing or earlier termination of this Agreement 14 MISCELLANEOUS PROVISIONS 141 Entire Agreement This Agreement, including 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 wntmg by the Party to be bound thereby No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided 14 3 Notices All notices, consents, requests, reports, demands or other communications hereunder (collectively, "Notices") shall be in writing and may be given personally, by registered or certified mail, by electronic mail, by couner, or by Federal Express (or other reputable overnight delivery service) for overnight delivery, as follows 14 To Buyer To Seller With A Copy To To Escrow Agent Donn R Grenda, President, Statistical Research, Inc P O Box 390 Redlands, CA 92373-0123 Telephone (909) 335-1896 Email grenda@sncrm com /•d City of Redlands P O Box 3005 Redlands, California 92373 Attention. City Clerk Telephone (909) 798-7531 Email jdonaldson@cityofredlands org City Attorney City of Redlands Attention Daniel J McHugh Telephone (909) 798-7595 Email. dmchugh@cityofredlands org First American Title Insurance Company' 3281 East Guasti Road, Suite 440] Ontario, CA 91761 Attention Kelly A Simoneau, Senior Commercial Escrow Officer Telephone 909-510-6206 Email ksimoneau@firstam com or to such other 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) business 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 appropnate 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 alter the manner of giving Notice set forth in this Section 14 13 14 4 Expenses Subject to the provision for payment of the Closing Costs in accordance with the terms of Section 6 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 15 14 5 Severability Any provision or part of this Agreement that is invalid or unenforceable in any situation in any junsdiction shall, as to such situation and such jurisdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceability of the remaining provisions hereof or the validity or enforceability of any such provision in any other situation or in any other jurisdiction 14 6 Successors and Assigns Neither Seller nor Buyer shall assign its rights under this Agreement without the consent of the other Party, which consent shall not be unreasonably withheld or delayed Notwithstanding the foregoing, either Party shall have the nght, without the consent of the other, to assign its rights under this Agreement to an affiliate entity directly or indirectly controlling, controlled by or under common control with the assigning Party or an entity in which such assigning Party or such an affiliate directly or 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 junsdiction of any court of competent junsdiction in the county of San Bernardino 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 Further Assurances In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by Seller and Buyer, during the term of this Agreement and after the Closing, Seller and Buyer agree to perform, execute, and/or 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, Seller 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 16 agencies, representatives, tenants, consultants and other parties familiar with the Property and the execution and delivery of such applications or other documents as reasonably requested by Buyer 14 12 Construction As used in this Agreement, the masculine, feminine, and neuter gender and the singular or plural shall each be construed to include the other whenever the context so requires This Agreement shall be construed as a whole and in accordance with its fair meaning, without regard to any presumption or rule of construction causing this Agreement or any part of it to be construed against the Party causing 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 brings an action or proceeding against the other Party to enforce or interpret any of the covenants, conditions, agreements, or provisions of this Agreement, the prevailing Party in such action or proceeding shall be awarded all costs and expenses of such action or proceeding, including, without limitation, attorneys' fees (including fees for a Party's use of in-house counsel), charges, disbursements, and the fees and costs of expert witnesses If any Party secures a judgment in any such action or proceeding, then any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in enforcing such judgment, or any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in any appeal from such judgment in connection with such appeal shall be recoverable separately from and in addition to any other amount included in such judgment The preceding sentence is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment This Section 14 13 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 perforinance 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 for the performance of any covenant or obligation under this Agreement involving Escrow Agent shall fall on a business day on which Escrow Agent is closed for business to the public, the date for performance thereof shall be extended to the next business day on which Escrow Agent is open for business to the public 17 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date of this Agreement ATTEST• ne Donaldson, City Clerk ESCROW AGENT: SELLER. CITY OF REDLANDS, a municipal corporation By( 3 Paul W Foster, Mayor BUYER DONN GR : NDA By Donn Grenda 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 strict accordance with its terms, and agrees to comply with the applicable provisions of the Internal Revenue Code with respect to the transactions contemplated hereby First American Title Insurance Company Date By Name Kelly A Simoneau Title Senior Commercial Escrow Officer 18 LIST OF EXHIBITS EXHIBIT "A" LEGAL DESCRIPTION EXHIBIT "B" GRANT DEED EXHIBIT "C" NON -FOREIGN AFFIDAVIT EXHIBIT "A" DESCRIPTION OF THE PROPERTY 0169-121-06-0000 BARTON RANCHO PTN NE 1/4 LOT 28 DESC AS COM AT A PT ON W LI TEXAS ST 80 FT WIDE DISTANT THEREON S 1 DEG 00 MIN 07 SECONDS E 460 07 FT FROM S LI COLTON AVE 80 FT WIDE AS SD TEXAS ST AND COLTON AVE ARE SHOWN ON SD MAP TH S 88 DEG 59 MIN 51 SECONDS W 303 95 FT TO A NON TANGENT CURVE HAVING A RADIUS OF 3500 FT AND BEING CONCAVE NLY TH WLY ALG SD CURVE FROM A TANGENT BEARING N 70 DEG 59 MIN 54 SECONDS W THROUGH AN ANGLE OF 5 DEG 17 MIN 28 SECONDS AN ARC DISTANCE OF 323 22 FT TO W LI NE 1/4 SD LOT OR BLK 28 TH ALG SD W LI S 1 DEG 01 MIN 45 SECONDS E 220 27 FT TO SW COR SD NE 1/4 TH ALG S LI SD NE 1/4 N 89 DEG 38 MIN 25SECONDSE61985FTTOSDW LI TEXAS ST TH ALG SD W LI N 1 DEG 00 MIN 07 SECONDS W 159 66 FT TO POB EX THEREFROM THAT PTN THEREOF LYING IN E 1/2 E 1/2 N 1/2 SD LOT OR BLK 28 EX ST PER 7-1-88 #88-213391 0169-121-10-0000 BARTON RANCHO E 287 56 FT S 302 96 FT LOT 28 EX STATE HGWY AND EX ST PER 7-1-88 #88-213391 EXHIBIT "B" GRANT DEED RECORDING REQUESTED BY WHEN RECORDED MAIL TO (Space Above for Recorder's Use) GRANT DEED The undersigned Grantor declares that Documentary Transfer Tax is not shown pursuant to Section 11932 of the California Revenue and Taxation Code, as amended FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, CITY OF REDLANDS, a municipal corporation (the "Grantor"), hereby grants to Donn Grenda, 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 2020 ATTEST Jeanne Donaldson, City Clerk GRANTOR CITY OF REDLANDS, a municipal corporation By Paul W Foster, Mayor 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 , 20 , 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 subscnbed to the within instrument and acknowledged to me that he/she/they/executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Notary Public In and For Said County and State EXHIBIT "A" LEGAL DESCRIPTION 0169-121-06-0000 BARTON RANCHO PTN NE 1/4 LOT 28 DESC AS COM AT A PT ON W LI TEXAS ST 80 FT WIDE DISTANT THEREON S 1 DEG 00 MIN 07 SECONDS E 460 07 FT FROM S LI COLTON AVE 80 FT WIDE AS SD TEXAS ST AND COLTON AVE ARE SHOWN ON SD MAP TH S 88 DEG 59 MIN 51 SECONDS W 303 95 FT TO A NON TANGENT CURVE HAVING A RADIUS OF 3500 FT AND BEING CONCAVE NLY TH WLY ALG SD CURVE FROM A TANGENT BEARING N 70 DEG 59 MIN 54 SECONDS W THROUGH AN ANGLE OF 5 DEG 17 MIN 28 SECONDS AN ARC DISTANCE OF 323 22 FT TO W LI NE 1/4 SD LOT OR BLK 28 TH ALG SD W LI S 1 DEG 01 MIN 45 SECONDS E 220 27 FT TO SW COR SD NE 1/4 TH ALG S LI SD NE 114 N 89 DEG 38 MIN 25 SECONDS E 619 85 FT TO SD W LI TEXAS ST TH ALG SD W LI N 1 DEG 00 MIN 07 SECONDS W 159 66 FT TO POB EX THEREFROM THAT PTN THEREOF LYING IN E 1/2 E 1/2 N 1/2 SD LOT OR BLK 28 EX ST PER 7-1-88 #88-213391 0169-121-10-0000 BARTON RANCHO E 287 56 FT S 302 96 FT LOT 28 EX STATE HGWY AND EX ST PER 7-1-88 #88-213391 Document No. Recorded , 20 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 Donn Grenda and/or assignee, and 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 Grantoi or Agent) CITY OF REDLANDS, a municipal corporation By Paul W Foster, Mayor 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 1445 of the Internal Revenue Code provides that a transferee of a U S real property interest must withhold tax if the transferor is a foreign person To inform Donn Grenda and/or assignee, 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)(ui), 3. Transferor's U.S. taxpayer identification number is 95-6000766, 4 Transferor's business address is PO Box 3005, Redlands, CA 92373 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, impnsonment, or both Under penalties of perjury Transferor declares that it has examined this certification and to the best of its knowledge and belief this certification is true, correct, and complete The undersigned agent declares that he has the authority to sign this document on behalf of Transferor. TRANSFEROR CITY OF REDLANDS, a municipal corporation By Paul W Foster, Mayo' 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 , 20, 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