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HomeMy WebLinkAboutContracts & Agreements_32-2020PURCHASE AND SALE AGREEMENT DATED MARCH 3, 2020 BY AND BETWEEN CITY OF REDLANDS, a municipal corporation AS SELLER AND THE UNIVERSITY OF REDLANDS AS BUYER TABLE OF CONTENTS 1 PURCHASE AND SALE 2 PURCHASE PRICE 2 1 Purchase Price 2 2 Assignment/Novation of Obligations Page 1 1 1 1 3 ACTIONS PENDING CLOSING 2 3 1 Tile of Property 2 4 CONDITIONS TO CLOSING 2 4 1 University's Closing Conditions 4 2 City's Closing Conditions 5 CLOSING 2 3 3 5 1 Closing Date 3 5 2 Deliveries by City 3 5 3 Delivenes by University 4 5 4 Prorations/Apportionment 4 5 5 Closing Costs 4 5 6 Delivenes Outside 4 6 CITY'S REPRESENTATIONS AND WARRANTIES 5 6 1 Due Organization 5 6 2 Hazardous Material 5 6 3 City's Authority, Validity of Agreements 5 6 4 Indemnity/Insurance 5 6 5 Public Access 5 6 6 Survival 5 7 UNIVERSITY'S REPRESENTATIONS AND WARRANTIES 6 7 1 University's Authority, Validity of Agreements 8 AS -IS CONDITION OF PROPERTY 9 REMEDIES 9 1 Default by City 10 MISCELLANEOUS PROVISIONS 6 6 7 7 7 10 1 Entire Agreement 7 10 2 Modification, Waiver 7 10 3 Notices 7 10 4 Expenses 8 10 5 Severability 9 10 6 Successors and Assigns 9 10 7 Counterparts 9 10 8 Governing Law, Jurisdiction, 9 10 9 Headings 9 10 10 Time of Essence 9 10 11 Further Assurances 9 1012 Construction 9 10 13 Attorneys' Fees 10 11 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This Purchase and Sale Agreement (this "Agreement") is made and entered this 3rd day of March, 2020 ("Effective Date"), by and between City of Redlands, a municipal corporation ("City"), and the University of Redlands, an IRC section 501(c)(3) nonprofit corporation ("University") City and University are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, City 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 No 0170-191-39-0000, and as more particularly described on Exhibit "A," which is attached hereto and incorporated herein by reference (the "Property"), and WHEREAS, City desires to sell, transfer, and convey the Property to University, and University desires to purchase and acquire the Property from City, 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, University and City hereby agree as follows AGREEMENT 1 PURCHASE AND SALE Subject to and upon all of the terms and conditions of this Agreement, City agrees to sell, transfer, and convey to University, and University agrees to purchase and acquire from City, the Property in its "AS -IS" condition, as such term is further defined in Section 8 hereof, as of the Effective Date of this Agreement 2 PURCHASE PRICE 2 1 Purchase Price The purchase price for the Property ("Purchase Price") shall be seven hundred fifty thousand dollars ($750,000) Payment of the Purchase Price shall be made by University to City on or before July 5, 2020 2 2 Assignment/Novation of Obligations 2 2 1 In Lieu Agreement In lieu of payment of the Purchase Price to City, University may satisfy its obligations under this Section 2 by entering into a written agreement with the San Bernardino County Transportation Authority ("SBCTA") and City, whereby SBCTA agrees to an assignment to University, and a novation, of City's obligation to SBCTA to provide one hundred (100) parking spaces within one-quarter mile of University's proposed passenger rail terminal ("City's Parking Obligation") as set forth in that certain agreement between City and 1 L 1caldrmlAgreementslUoR Purchase and Sale Agreement 3 3 20 Final.docx in SBCTA dated October 1, 1996 (the "City/SBCTA Agreement"), a true and correct copy of which is attached hereto as Exhibit "B," and incorporated herein by this reference 2 2 2 Limited Novation For purposes of clarity, the aforementioned novation relates only to Umversrty's provision, at University's expense, of one hundred (100) parking spaces within one-quarter mile of University's proposed railway terminal as required by City's Parking Obligation Nothing in this Agreement shall require 01 result in a novation of the remainder of City's obligations under Section 5 07 of the City/SBCTA agreement 3 ACTIONS PENDING CLOSING 3 1 Title to Property 3 1 1 Deliveries by City Concurrent with City's execution of this Agreement, City shall, as a courtesy, deliver to University a preliminary title report ("PTR") for the Property issued by Orange Coast Title Company of Southern California , substantially in the form attached hereto as Exhibit "C " University acknowledges that City makes no representations to University regarding the accuracy of the PTR and the matters referenced therein 3 1 2 Title Insurance Prior to the Closing, City shall cause Orange Coast Title Company of Southern California to be deliver to University a CLTA standard coverage Ownei'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") 3 1 3 Condition of Title at Closing Upon the Closing, City shall sell, transfer, and convey to University fee simple title to the Property by a duly executed and acknowledged grant deed in the form of Exhibit "D," which is attached hereto and incorporated herein by reference (the "Grant Deed") 4 CONDITIONS TO CLOSING 4 1 University's Closing Conditions The obligation of University 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 City at the Closing) (the "University's Closing Conditions"), which conditions may be waived, or the time foi satisfaction thereof extended, by University only in a writing executed by University 4 1 1 City's Due Performance All of the representations and warranties of City set forth in Section 6 shall be true, correct, and complete in all material respects as of the Closing Date, and City, 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 City to be complied with 01 performed pursuant to the terms of this Agreement on or prior to the Closing 4 1 2 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, except foi reasonable wear and tear and any damages due to any act of University or University's representatives 2 L lcaldhrnlAgreerents\UoR Purchase and Sale Agreement 3 3.20 Fsnal.docx �n 4 1 3 Possession/Removal of Personal Property Upon the Closing Date, City shall deliver exclusive possession of the Property to University Prior to the Closing Date, City shall have the right to remove City'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 Any improvements or personal property of City remaining on the Property after the Closing shall be conclusively deemed abandoned by City (the "Abandoned Personal Property") City 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 University for disposition as determined by University in University's sole and absolute discretion 4 2 City's Closing Conditions All of the representations and warranties of University set forth in Section 7 shall be true, correct, and complete in all material respects as of the Closing Date, and University, 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 University to be complied with 01 performed pursuant to the terms of this Agreement on 01 prior to the Closing 5 CLOSING 5 1 Closing Date Subject to the provisions of this Agreement, the Closing shall take place on or before March 4, 2020 ("Closing Date") As used herein, the "Closing" shall mean the delivery of the Grant Deed by City to University 5 2 Deliveries by City On or before the Closing Date, City, at its sole cost and expense, shall deliver or cause to be delivered to University the following documents, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, m proper form for recording 5 2 1 Grant Deed The Grant Deed conveying the Property to Umversity 5 2 2 Preliminary Title Report The PTR, substantially in the form attached hereto as Exhibit "B " 5 2 3 Non -Foreign Affidavit A Non -Foreign Affidavit, substantially in the form attached hereto as Exhibit "E " 5 2 4 Title. The Title Report and Title Documents 5 2 5 Easement Access City shall deliver to University a quitclaim deed, substantially in the form attached hereto as Exhibit "F," conveying all right tile and interest of City in and to that certain easement document between City and Gerald S Rubin, dated August 5, 1963, a true and correct copy of which is attached hereto as Exhibit "G " 5 2 6 Othei Documents Such other items, documents, and instruments as may be reasonably required by University to effectuate the provisions of this Agreement and the Closing, and/or otherwise to fulfill the covenants and obligations to be performed by City at the Closing pursuant to this Agreement 3 L lealdjm AgreementslUoR Purchase and Sale Agreement 3.3 20 Final.docx.in 5 3 Deliveries by University On of before the Closing Date, University, at its sole cost and expense, shall delivei or cause to be dehvered to City such items, documents, and instruments as may be reasonably required by City to effectuate the Closing 5 3 1 Recording University shall cause the Grant Deed to be recorded in the Official Records and obtain conformed copies thereof for distribution to University and City 5 4 Pro-rations/Apportionment 5 4 1 Method of Pro -ration Taxes and assessments affecting the Property shall be pro -rated between University and City as of the Closing Date based on a 365 -day yeas All non -delinquent real estate taxes and assessments on the Property shall be pro -rated based on the actual current tax bill, but if such tax bill has not yet been received by City by the CIosing Date or if supplemental taxes are assessed aftei the Closing for the period prior to the Closing, the Parties shall make any necessary adjustment after the Closing by cash payment to the Party entitled thereto so that City shall have borne all real property taxes, including all supplemental taxes, allocable to the period prioi to the Closing and University shall beat all real property taxes, including all supplemental taxes, allocable to the period from and after the Closing If any real property taxes 01 assessments or any expenses attributable to the Property and allocable to the period prioi to the Closing are discovered or billed after the Closmg, 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 City shall have borne all real property taxes, assessments and expenses allocable to the penod prior to the Closmg and University shall bear all real property taxes, assessments and expenses allocable to the period from and after the Closing 5 4 2 Survival The obligations under this Section 5 4 shall survive the Closing Date and the delivery and recordation of the Grant Deed for the Property 5 5 Closing Costs Each Party shall pay its own costs and expenses arising m connection with the Closing (including, without limitation, its own attorneys' and advisors' fees, charges, and disbursements) 5 5 1 City shall pay the cost of any documentary transfer taxes in connection with the recording of the Grant Deed 5 5 2 University shall pay all recording costs for recording the Grant Deed, and 5 5 3 All other closing fees and costs shall be charged to and paid by City and University in accordance with customary practices in the County 5 6 Deliveries Outside Upon the Closing, City shall deliver sole and exclusive possession of the Property to University Effective immediately upon the Closing, any personal property remaining on the Land shall be deemed abandoned and may be removed and disposed of by University at its sole cost and expense This Section 5 6 shall survive the Closing 4 L 1caldjmlAgreementslUoR Purchase and Sale Agreement 3.3.20 Final.docx.in 6 CITY'S COVENANTS, REPRESENTATIONS AND WARRANTIES City represents, and warrants to and agrees with University, as of the Effective Date of this Agreement as follows 6 1 Due Organization City is a municipal corporation duly formed under the laws of the State of California 6 2 Hazardous Materials City represents and warrants that it has no actual knowledge (without having any duty foi any investigation, whatsoever) of hazardous materials exiting on the Property, of any other environmental dangers, risks, or limitations associated with University's proposed use of the Property 6 3 City's Authority, Validity of Agreements City has full right, power, and authority to sell the Property to University 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 City have the legal powei, right, and actual authority to bind City to the terms hereof and thereof This Agreement is, and all other instruments, documents and agreements to be executed, and delivered by City in connection with this Agreement shall be, duly authorized, executed, and delivered by City and the valid, binding, and enforceable obligations of City (except as enforcement may be limited by bankruptcy, insolvency, 01 similai laws) and will not result in any violation of, or conflict with, or constitute a default under, any provisions of any agreement of City or any mortgage, deed of trust, indenture, lease, security agreement, or othei instrument, covenant, obligation, 01 agreement to which City or the Property is subject, 01 any judgment, law, statute, ordinance, writ, decree, order, inunction, rule, ordinance, 01 governmental regulation or requirement affecting City or the Property 6 4 Indemnity/Insurance In the event University exercises its option to enter into an agreement with SBCTA for a novation of City's Parking Obligation and constructs parking spaces in accordance therewith, subsequent to University's completion of the parking spaces, but prior to any occupancy of the same, City shall undertake to insure and protect, through its excess liability coverage, and indemnify University from and against, any and all claims foi personal injury or property damages made against University and/oi City by persons using such parking spaces 6 5 Public Access In the event University exercises its option to enter into an agreement with SBCTA for a novation of City's Parking Obligation and constructs parking spaces in accordance therewith on SBTCA's property identified as County Assessor parcel No 0170- 201-31-0000, City agrees to process and approve, in accordance with applicable Iaw, any and all applications filed by University with City for access to such property form public streets 6 6 Survival Except foi the indemnity and insurance representations made in Sub- section 6 4 hereof, and the public access representations made in Sub -section 6 5, above, all of the representations, warranties, and agreements of City 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 foi a period of one (1) year Prior to a termination of this Agreement, City shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of City's representations or 5 L lealdjmlAgreements\UoR Purchase and Sale Agreement 1120 Final.docx.tn warranties to become untrue If any representation or warranty of City was true as of the Effective Date of this Agreement, but is not true as of the Closing Date, then City shall disclose this changed fact to University in writing So long as City makes the foregoing disclosure and the change of circumstances regarding the representation or warranty did not arise due to the fault of City, then City shall not be an breach of this Agreement due to the fact that the representation or warranty has become untrue as of the Closing Date, provided, howevei, the fact that any representation or warranty under this Section 6 is untrue as of the Closing Date shall still be a failure of a condition pursuant to Section 4 1 1 Notwithstanding the foregoing, if University has actual knowledge of the incorrectness of any representation or warranty set forth in this Section 6 as of the Close of Escrow and University has not elected to terminate this Agreement as provided herein, then University will be deemed to have waived any claim against City for the incon-ectness of such representation or warranty For purposes of clarity, the indemnity and insurance representations made in Sub -section 6 4 hereof, and the public access representations made in Sub -section 6 5, above, shall survive in perpetuity unless and until City and University modify those obligations by written agreement 7 UNIVERSITY'S REPRESENTATIONS AND WARRANTIES University represents and warrants to City, as of the Effective Date of this Agreement as follows 7 1 University's Authority, Validity of Agreements University has full right, power, and authority to purchase and acquire the Property from City as provided in this Agreement and to cavy out its obligations hereunder The individuals executing this Agreement and the instruments referenced herein on behalf of University have the legal power, right, and actual authority to bind University to the terms hereof and thereof This Agreement is, and all other instruments, documents, and agreements to be executed and delivered by University in connection with this Agreement shall be, duly authonzed, executed, and delivered by University and the valid, binding, and enforceable obligations of University (except as enforcement may be limited by bankruptcy, insolvency, of similar laws) and do not violate any provision of any law, statute, ordinance, rule, regulation, agreement or judicial order to which University is a Party or to which University is subject 8 "AS -IS" CONDITION OF PROPERTY THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS (A) UNIVERSITY IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY, (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE DEED, AND/OR ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED BY CITY TO CITY (THE "EXPRESS REPRESENTATIONS"), NEITHER CITY NOR ANY OF ITS AGENTS, REPRESENTATIVES, OFFICERS, 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 UNIVERSITY IN ITS PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS REPRESENTATIONS AND THE TERMS HEREOF AND, ACCORDINGLY, SUBJECT TO THE EXPRESS REPRESENTATIONS, UNIVERSITY WILL RELY SOLELY ON ITS OWN 6 L Icaldpn\Agreemenis\UoR Purchase and Sale Agreement 3.3 20 Ftnal.docx jn DUE DILIGENCE AND INVESTIGATIONS IN PURCHASING THE PROPERTY IN CONNECTION WITH THE FOREGOING, UNIVERSITY EXPRESSLY AGREES TO WAIVE ANY AND ALL RIGHTS WHICH UNIVERSITY 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 " 9 REMEDIES 9 1 Default by City If City shall breach any of the terms 01 provisions of this Agreement or otherwise fail to perform any of City's obligations undei this Agreement at or pnor to Closing, and if such failure continues without cure by City for five (5) business days after University provides City and Escrow Agent with wntten notice thereof (a "City Default"), and provided University is not then in default, then University may, as University's sole remedies for such failure, but without limiting University's nght to recovei attorneys' fees pursuant to Section 10 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 recovei from City the reasonable out-of-pocket expenses incurred by University related to the Property and this transaction, which amounts shall be payable by City to University within five (5) business days following receipt by City of written request therefor from University together with copies of invoices evidencing such expenses, 01 (c) proceed with any remedies available to University at law or in equity, which may, without Iimitation, include the bnnging of an action against City for specific performance and/or recovery of the Deposit and any other damages suffered or incurred by University as a result of any breach or failure by City to perform any of City's obhgations undei this Agreement 10 MISCELLANEOUS PROVISIONS 10 1 Entire Agreement This Agreement, including the exhibits attached hereto, constitutes the entire agreement between the Parties pertaining to the subject mattes 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 othei agreements, express of implied, made to either Party by the othei Party in connection with the subject matter hereof except as specifically set forth herein or in the documents delivered pursuant hereto 01 in connection herewith 10 2 Modification, Waivei No supplement, modification, waiver, 01 termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby No waiver of any provision of this Agreement shall be deemed 01 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 10 3 Notices All notices, consents, requests, reports, demands 01 othei communications hereunder (collectively, "Notices") shall be in writing and may be given personally, by registered 7 L 1caldpnlAgreementslUoR Purchase and Sale Agreement 3.3 20 Final,docx.jln or certified mail, by electronic mail, by courier, or by Federal Express (or other reputable overnight delivery service) for overnight delivery, as follows To University With A Copy to To City With A Copy to University of Redlands SVP Finance & Administration 1200 E Colton Ave Redlands, California 92373 Attention Cory Nomura Telephone (909) 748-8180 Fax (909) 335-5144 Email cory_nomura@redlands edu General Counsel University of Redlands Attention Brent Geraty Telephone (909) 748-8180 Fax (909) 335-5144 Email brent geraty@redlands edu City of Redlands PO Box3005 Redlands, California 92373 Attention City Clerk Telephone (909) 798-7531 Fax (909) 798-7535 Email jdonaldson@cityofredlands org City Attorney City of Redlands Attention Daniel J McHugh Telephone (909) 798-7595 Fax (909) 798-7503 Email dmchugh@cityofredlands org oi to such other address or such other person as the addressee Party shall have last designated by Notice to the other Party All Notices shall be deemed to have been given three (3) business days following deposit in the United States Postal Service (postage prepaid) 01, upon receipt, if sent by overnight delivery service, courier, facsimile transmission (so long as confirmed by the appropriate automatic confirmation page), electronic mail (so long as receipt is acknowledged or otherwise confrined), 01 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 01 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 oi rejection 01 refusal to accept Any Notice to be given by any Party hereto may be given by legal counsel for such Party Telephone numbers are provided herein for convenience only and shall not altei the manner of giving Notice set forth in this Section 10 13 8 L \ca\dpn'Agreemenls1UoR Purchase and Sale Agreement 3 3 20 Final.docx jn 10 4 Expenses Subject to the provision for payment of the Closing Costs in accordance with the terms of Section 5 5 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 10 5 Severability Any provision or part of this Agreement that is invalid 01 unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceability of the remaining provisions hereof 01 the validity or enforceability of any such provision in any other situation 01 in any othei jurisdiction 10 6 Successors and Assigns Neithei City nor University shall assign its rights under this Agreement without the consent of the other Party 10 7 Counterparts This Agreement may be executed m 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 ongmal, but all such counterparts shall constitute one and the same instrument 10 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 othei law Each Party hereby consents to the exclusive jurisdiction of any court of competent jurisdiction in the county of San Bernardino in any action related to or arising under this Agreement 10 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 01 interpretation of any provision hereof 10 10 Time of Essence Time shall be of the essence with respect to all matters contemplated by this Agreement 10 11 Further Assurances In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by City and University, during the term of this Agreement City and University agree to perform, execute, and/or deliver 01 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 University is not in default under the terms of this Agreement 10 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 othei whenever the context so requires This Agreement shall be construed as a whole and in accordance with its fan 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 of phrases in this Agreement have been stricken, whether or not replaced 9 L 1caldpnlAgreemcnts\UoR Purchase and Sale Agreement 3 3.20 Ftnal.docx in by othei words or phrases, this Agreement shall be construed (if otherwise cleat and unambiguous) as if the stricken mattes 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 10 13 Attorneys' Fees In the event that either Party brings an action or proceeding against the other Party to enforce 01 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 othei provisions of this Agreement, and shall survive and not be merged into any such judgment This Section 10 13 shall survive Closing and any earlier termination of this Agreement [Signatures on Next Page] 10 L 1ca\djmlAgreements\UoR Purchase and Sale Agreement 3.3 20 FinaLdocx jn IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date of this Agreement ATTEST e Donaldson, City Clerk CITY CITY OF REDLANDS, a municipal corporation aul W Foster, Mayor UNIVERSITY THE UNIVERSITY OF REDLANDS By Ralph W Kuncl, PhD, MD, President By Ct5-'1 Cory Nomura, Senior Vice President, Finance & Administration 11 C IUscrs\Barbara_Lebow\AppDatalLocallMicrosoft\Windows\INetCachclContent.Outlook\YVVRVC3O1UoR Purchase and Sale Agreement 3.3.20 Final.docx.jn LIST OF EXHIBITS EXHIBIT "A" LEGAL DESCRIPTION EXHIBIT "B" SBCTA AGREEMENT EXHIBIT "C" PRELIMINARY TILE REPORT EXHIBIT "D" GRANT DEED EXHIBIT "E" NON -FOREIGN AFFIDAVIT EXHIBIT "F" QUITCLAIM DEED EXHIBIT "G" EASEMENT DOCUMENTS EXHIBIT "A" DESCRIPTION OF THE PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS LUGONIA PARK LOT 10 AND PTN LOTS 5 6 7 8 9 19 AND 20 BLK H DESC AS BEG AT INTERSECTION N LI SD LOT 5 WITH E LI W 20 FT SD LOT 5 TH S 0 DEG 18 MIN 29 SECONDS E 26 20 FT TH S 60 DEG 28 MIN 02 SECONDS E 668 77 FT TO A PT IN E LI LOT 19 WHICH IS N 0 DEG 16 MIN 25 SECONDS W 150 07 FT FROM SE COR SD LOT 19 TH N 0 DEG 16 MIN 25 SECONDS W 349 58 FT TO NE COR LOT 10 TH ALG N LINES LOTS 5 TO 10 N 89 DEG 22 MIN 52 SECONDS W 580 39 FT TO POB EX MNL RTS WOSE RESERVED BY STATE OF CALIF APN 0170-191-39-0000 EXHIBIT "B" SBCTA AGREEMENT COOPERATIVE AGREEMENT 1 his agreement (heremaftei "Agreement") is made and entered pito this 1st day of October 1996 ( the "Effective Date") by and between the San Bernardino Associated Governments ("SANBAG") and the City of Redlands a municipal corporation ("City"), together which are sometimes referred to herein as the "Parties " SANBAG and City hereby agree on the following terms and conditions DEFINITIONS 1 01 Definitions. As used in this Agreement, the following terms, phrases, words and then derivations shall have the meanings set forth herein Words used in the present tense shall include the future tense, words used in the singular shall include the plural, and plural words shall include the singular tense Words not specifically defined in this Agreement shall be given then common and ordinary meanings a "Non-operating Property" shall nein the real property consisting of parking lots and other parking facilities as may be necessary foi the operation of the Passenger Rad Station b "Operating I lours" shall mean that time period commencing one (1) hour pnoi to the arrival of the first morning train at the Passengei Rail 1 erminal, and ending one (1) hour after the departure of the last evening train from the Passenger Rail Terminal "Operating Property" sh ill mean that real property comprising the Station Site and the railroad trackage nght-of way acquired by SANBACJ d "Passengei Rail Station" shall mean the Passengei Rail Terminal and all Operating 1)JV17 -Ilali'W l7ctoket I 1996 and Non-operating properties associated therewith e "Passenger Rail Terminal" shall mean the platform and other improvements constructed on the Station Site for the Passenger Rail Station f "Station Site" shall mean the real property upon which the Passenger Rail Terminal shall be built g "Road" shall mean City's Eureka Street Widening Project as described in Exhibit "A " I I PURPOSE OF COOPERATIVE AGREFMENI 2 01 Design and Construction of Passenger Rail Station. The purpose of this Agreement is to facilitate the design and construction, maintenance and security for a Passenger Rail Station and construction of the Road 11.1 OWNERSHIP OF S CATION SITE `i 01 Vesting of I itic. Cttle to the Passenger Rail Terminal and Station Site shall be and remain vested in SANBAG City and/or third parties under contract with City shalt hold title to all Non-operating Property City shall hold title to the Road VI l ERM OF AGRECMEN I' 4 01 Term. The term of this Agreement shall commence on the Effective Date of this L)I"IC Sh1V Onions i 1996 Agreement, and shall continue until terminated as provided toi in Article XI of this Agreement Rh SPONSIBIJ..ITTI :S OI' CFI Y 5 01 Planning, Zoning and Permits City shall use its best efforts to obtain all planning zoning and permits to secure appropriate land -use designations and approvals fox the Passenger Rail T ermmal and Station Site 5 02 Reservation of Passenger Rail Parking City shall peitorin appropriate planning. zoning and permit activities to ensure that parking foi the Passenger Rail Station is reserved exclusively for rail commuters during Operating Hours 5 03 Parking Fees. City may, subject to the approval of SANBAG which shall not be uiueasonably withheld, charge parking fees to a Defray the costs of permits and approvals, b Maintain the Passenger Rail Station and Non-operating Property, and c Provide security foi Passengei Rail Station patrons during Operating Hours All such fees collected by Citi- shall remain the sole property of City subject only to the limitations set forth above 5 04 Maintenance of Station Site. City shall provide toi all maintenance of the Passengei Rail ferininal and Station Site SANBAG shall pay all of City's costs for such maintenance and shall piovide utility services (ie gas watei and electricity) tot the Passenger Rail terminal and Station Site for the initial two (2) y eai period following the commencement of passenger rail service from the Station Site Upon the termination of the two-year period following commencement of W\1' '4101'W lklolvt I 1 )9G service, City shall assume lull responsibility foi the cost of maintaining the Passenger Rail fennlnal and Station Site and shall provide utility services (ie gas. water and electricity) to the Passenger Rail I'errmnal and Station Site City's maintenance obligations under this Agreement shall not, however, extend to track maintenance "Level of effort" and other standards to determine minimum maintenance requirements shall be developed jointly between the Parties In the event City is unable to meet such mutually agreed "level of effort" standards, either party nia} terminate this Agreement m accordance with Article XI 5 05 Security City shall provide and SANBAG shall pay all costs for security of the Passengei Rail Terminal and Station Site fol the Initial two (2) year period following the commencement of passenger rail service from the Station Site Following the termination of the initial two-year period following commencement of service, City shall assume full responsibility for the funding of security at the Passenger Rail Terminal and Station Site "Level of effort" and other standards to determine minimum security requirements shall be developed jointly between the Parties In the event City is unable to meet such mutually agreed "level of effort" standards, either party may terminate this Agreement in accordance with Article XI 5 06 Road Widening. City shall be responsible far the acquisition of all real property and shall perform engineering and design work, and conduct all necessary environmental review s and remediation (if necessriry) to widen the Road in accordance with City's approved plans and specifications for its "Eureka Street Widening" project pro\ ided. ho\\revel. that m the event eminent domain proceedings are necessary to acquire all of a portion of the property necessary for the pro{ect, City's failure to adopt any resolution of necessity \vill not result in a breach of this Agreement 5 07 Provision of Pal king Spaces. City sh ill make ar ailable for use, by persons using the IIM7'.10IPW cicici,er 1 1996 4 Passenger Rail Station, three hundred (300) pai king spaces, two hundred (200) of which shall be located within one -quartet mile of the P issengei Rail f erminal and one hundred (100) of which shall be located within one-quartei mile of a future passenger rail terminal to serve the University of Redlands area City shall be responsible for providing, 01 foi ensuring the provision of, maintenance and security for the parking spaces 5 08 Construction of Passenger Rail Station. City shall cause the construction of the Passengei Rail Station and any associated parking lot and City shall perform the construction and engineeung oversight during, the construction of the Passenger Rail Station and any parking lot pursuant to the plans and specifications approved pursuant to Section 6 02, below City shall contribute the sum of five hundred thousand dollars ($500,000) toward funding of the construction of the Passenger Rail Terminal upon commencement of such construction VI RESPONSIBILITIES OF SANBAG 6 01 Payment of Maintenance and Security Costs. SANBAG shall pay for all security costs and maintenance costs incurred by City pursuant to paragraphs 5 04 and 5 05, above, foi the Passenger Rail Terminal and Station Site foi two (2) years following commencement of passenger rail service from the Station Site Aftei the expiration of the two yeai period, City shall pay foi all security and maintenance costs foi the Passengei Rail Terminal and Station Site "Level of effort's and other standards to determine minimum security and maintenance shall be developed Joint') by the Parties 43J41" 3I3fi'1V Oowl) r 1 1996 5 6 02 Design and Engineering for Station Site. SANBAG shall fund the design and engineering of the Passengei Rail 1 ern -anal and Station Site and the Parties shall cause complete plans and specifications complying with all applicable federal and state laws to be prepare foi the same However, no such plans 01 specifications shall be executed of accepted until approved by the Parties 6 03 Funding SANBAG shall be responsible foi funding ot the construction of the Passenger Rail Terminal v, nth the financial contribution from City made pursuant to Section 5 08, above 6 04 Contribution ot Funds. SANBAG shall pay to City the sum of one million dollars ($1 000 000) to be used by City to defray the costs incurred by City in carrying out its "Eureka Street Widening" project Payment of such funds shall be made to City as follows (1) five hundred thousand dollars ($500,000) on January 2. 1997 and (2) five hundred thousand dollars ($500,000) on March 3, 1997 Payment to City is contingent on City's commencement of construction for its "Eureka Street Widening" project 6 05 Assignment to the SCRRA. the Parties acknowledge and agree that at some future date SANBAG may assign its rights interests and obligations under this Agreement to the SCRRA VII FISCAL YEAR 7 01 piscal Yeai The fiscal yeas of this Agreement shall commence on the first day of July each year alMoltoOPW 11..I nber 1 1976 6 VIII ACCOUNTING 8 01 Accounting Cit) shall submit monthly billing statements and invoices to SANBAG with regard to the activities undertaken of conducted by City pursuant to this Agreement, and City shall be paid by SANBAG within thirty (30) days tram the date of invoice City shall make its accounting books and records available to SANBAG during City's business hours, during the term of this Agreement, upon reasonable prior written notice from SANBAG IX NO I ICES 9 01 Notices to Parties Any and all notices 01 communications required or permitted by this Agreement or by law to be delivered to, served on, or given to eithci party by the other shall be in writing and shall be deemed properly delivered, served or given to the party directed to, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, and addressed SANBAG CI FY San Bernardino Associated Go%ernments 475 North Arrowhead Avenue San Bernardino, CA 92401 City of Redlands 3) Cajon Street Redlands CA 92373 Eithei party may change its mailing address foi the purposes of this Agreement by giving written notice of the sane in accordance with the provisions of this paragraph X ili\i 'Itai1'W 1 1.196 7 MISCELLANEOUS 10 01 Consent and Agreements Any and all consents and agreements provided for or permitted by this Agreement shall be in writing and a signed copy thereof shall be filed and kept with this Agreement 10 02 Entire Agreement. 7 his instrument contains the entire agreement of the Parties as to the matters described herein and correctly sets forth the rights. duties and obligations of each party to the other as of the date of this Agreement Any and all prior agreements, policies negotiations and/or representations of the Parties as to the matters described herein are expressly set forth and incorporated in this Agreement 10 03 Amendments This Agreement shall be amended only by written instrument, executed by the Parties 10 04 Severability. In the event any one or more provisions contained m this Agreement shall foi any reason be held invalid of illegal, or unenforceable in any respect, such invalidity, illegality 01 unenforceability shall not affect any othei provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein 10 05 Headings and Subtitles. Beading and subtitles of this Agreement have been used for convenience only and do not constitute mattes to he considered in interpreting this Agreement 10 06 Attorneys' lees. In the event any action is commenced to enforce or interpret the terms 01 conditions of this Agreement the prevailing party shall, m addition to any costs and othei relict be entitled to recover its reasonable attorneys' tees "Prevailing party" shall be the party who obtains substantially all the relief sought b} it regardless of nhcthei final court judgment is entered 10 07 Indemnity. I he Parties shall each defend, indemnify and h DPW 4tali'W October 1 P./96 old harmless the othei 8 party, and its elected officials officers employees, volunteers and authorized agents from and against any and all claims, fosses damages and causes of action (including personal injury and death) arising from or resulting in connection with the party's negligent 01 wrongful acts, errors oi omissions in carrying out the party's duties of obligations undei this Agreement and from any and all expenses incurred by the othei partv on account of any claim thereto] 10 08 Jurisdiction and Venue In the event of any litigation arising out of tine terms 01 conditions of this Agreement, the venue of any such litigation shall be the Superior Court of the State of California XI TERMINATION OF AGREEMENT 11 01 Acts Constituting Termination This Agreement shall commence on the date of its execution and shall continue until a Voluntary of involuntary transfei oi assignment by eithei party without the consent of the other party of any of the rights, duties or obligations set forth in this Agreement, b Mutual agreement of the Parties to terminate this Agreernient, c Any default oi breach of this Agreement by eithei party which has not been cured within thirty (30) days after notice of such default of breach by the othei party or such later time as mutually agreed upon by the Parties as reasonable it the default 01 breach cannot be cured within such thirty (30) days period oi d Written notice is delivered by eithei party to the othei party ninety (90) days prior to the effective date of termination r iM17 41:i 11'W 1.1-1 het. I 1 a9n 9 XII I ICENSE 12 01 License SANBAG hereby grants to City a license to entet upon the Station Site and peifornm, through its employees Bund/ot its agents and contractors, City's construction of the Passengei Rad 1 erminal, and City's maintenance and security obligations foi the Passenger Rail Terminal X1II ACCEP FANCE 13 0I Acceptance ol Agreement The undersigned having read the foregoing, accept and agree to the terms and conditions set forth therein DATED DAIED January 28, 1997 u)N17' 11.0PW =),uobcr 1 199n SANBAG By /1-, esident CI FY Or REDLANDS 1 ... y .� . 4,x.4 i avoi AITESI C v Clerk 10 EXHIBIT "C" PRELIMINARY TITLE REPORT Order No 210 2070312-10 Orange Coast Title Company of Southern California - Inland Empire Division 1845 Business Center Drive, Suite 218 San Bernardino, CA 92408 909-825-8800 AMENDED PRELIMINARY REPORT Coachella Valley Escrow 47350 Washington Street #102 La Quanta, CA 92253 Attention Property address Dated Kin Crystal Vacant land, Redlands, CA 92374 March 4 2020 Your no 0170-191-39 Order no • 210 2070312 10 In response to the above referenced application for a policy of title insurance, Orange Coast Title Company of Southern California - Inland Empire Difision hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance descnbmg the land and the estate or interest therein hereinafter set forth, insuring against loss which rnay be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the pnnted Schedules, Conditions and Stipulations of said Policy forms The pnnted Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth m Exhibit B attached The policy to be issued may contain an arbitration clause When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as t he exclusive remedy of the parties Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit B Copies of the policy forms should be read They are available from the office which issued this report Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit B of this report carefully The exceptions and exclusions are meant to provide you with notice of matters, which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance ofa policy of title insurance and no liability is assumed hereby If it is desired that hability be assumed pnor to the issuance of a policy of title insurance, a Binder or Commitment should be requested Dated as of February 14 2020 at 7 30 AM Cynthia Kack, Title Officer Ph 909 825-8800 Email cynthiak@octitle com Page 1 Order No 210-2070312-10 The form of policy of title insurance contemphted by this report is C.L T A Standard Coverage Policy - 1990 (Owner's Pohcy or Joint Protection) and ALTA Loan Pohcy (06-17-06) The Policy of Title Insurance, if issued, will be underwritten by Real Advantage Title Insurance Company, a subsidiary of Orange Coast Title Company See attached disclosure A Liability of TBD Subject to any filed rate increases and/or changes in the liability Schedule "A" The estate or interest in the land hereinafter described or referred to covered by this report is• A Fee Title to said estate or interest at the date Hereof is vested in City of Redlands, a Municipal Corporation The land referred to in this report is situated in the City of Redlands, the County of San Bernardino, State of California, and is described as follows Parcel 1 Lot 10 and those portions of Lots 5, 6, 7, 8 9, 19 and 20, Block "H", of Lugonia Park, as shown on map recorded in Bo ok 4 of Maps, Page 50, records of said County, desenbed as a whole as follows Beginning at the intersection of the North line of said Lot 5 with the East line of the West 20 feet of said Lot 5, thence along said East lane, South 0° 18' 29' East 26 20 feet, thence South 60° 28' 02' East 668 77 feet to the East line of said Lot 19, distant along last said East line North 0° 16 25" West 150 07 feet from the Southeast corner of said Lot 19, thence along last said East line and the East line of said Lot 10, North 0° 15' 25" West 349 58 feet to the Northeast corner of said Lot 10 thence along theNorth lines of said Lots 5 to 10, inclusive, North 89° 22' 52" West 580 39 feet to the point ofbeginnmg Excepting therefrom all minerals, oils, gases andotherhydrocarbons whatsoevcrname known that may be within or under the parcel of land hereinabove des cnbed, without, however, the right to dnll, dig ormnie through the surface thereof Parcel 2 An Easement for right to operate vehicles over described property for access as described in Easement deed recorded on August 23, 1963 in Book 5975 Page 761 of Official Records Assessor's Parcel Numbers(s) 0170 191-39-0-000 Page 2 Order No 210-2070312-10 Schedule "B" At the date hereof exceptions to coy eragc in addition to the printed exceptions and exclusions contained in said policy form would be as follows 1 General and Special taxes foi the fiscal year 2020 2021 including any assessments collected with taxes A lien not yet payable First installment due and payable 11/01/2020, delinquent if not paid by 12/10/2020 Second installment due and payable 02/01/2021, delinquent if not paid by 04/I0/2021 2 General and Special taxes for the fiscal year 2019 2020, including an assessments collected with taxes Total amount $0 00 1st installment $0 00 no tax due Penalty $0 00 (after 12 10) 2nd installment $0 00 no tax due Penalty $0 00 (after 4/10) Code arca not shown Parcel No 0170-191-39 0-000 Exemption $0 00 3 4 5 The Lien of future supplemental taxes, if any, assessed pursuant to the provisions of section 75, et sec' of the revenue and taxation code of the State of California An easement for public utilities and incidental purposes as reserved by the State of California in the deed recorded 07/19/1963, as Instrument No Hook 5952. Page 72. Official Records, along said land An easement for purposes herein stated and rights incidental thereto as set forth in an mstrument Recorded In Book 74, Pagc 278 of Deeds For nght of way and incidental purposes Affects The location of said easement is set forth therein 6 The fact that the ownership of said land does not include any nghts of ingress or egress to or from the freeway adjacent to said land Said nghts have been relinquished in the deed to the State of California recorded 07/19/1963 in Book 5952. Page 72, of Official Records 7 An instrument, upon the terms Entitled Dated Executed by and between Recorded and conditions contained therein Lease Agreement 01/03/2006 Atkinson Contractors LP, a Cahfornra Corporation and the City of Redlands 1/20/2006, as Instrument No 2006=13249 of Official Records And recorded 02/06/2006 as Instrument No. 2006-47100 Official Records 8 "NOTE Please be advised that our search did not disclose any open Deeds of Trust of record If you should have knowledge of any outstanding obligation, please contact your title officer immediately for further review" End of Schedule B Page 3 "NOTES AND REQUIREMENTS SECTION" Order No 210-2070312-10 ORANGE COAST TITLE COMPANY OF SOUTHERN CALIFORNIA NOTE NO I AFFILIATED BUSINESS ARRANGEMENT DISCLOSURE STATEMENT NOTICE This is to give you notice that Orange Coast Title Company is a shareholder in Orange Coast Title Company of Southern California and Orange Coast Title Company owns an interest in Real Advantage Title Insurance Company. This underwriter may be chosen by Orange Coast Title Company of Southern California and this referral may provide Orange Coast Title Company a financial or other benefit. You are NOT required to use the listed provider as a condition for settlement of your loan or purchase, sale or refinance of the subject property and you have the opportunity to select any of the Orange Coast Title Company of Southern California title insurance underwriters for your transaction THERE ARE FREQUENTLY OTHER SETTLEMENT SERVICE PROVIDERS AVAILABLE WITH SIMILAR SERVICES. YOU ARE FREE TO SHOP AROUND TO DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICES AND THE BEST RATE FOR THESE SERVICES Notes section continued on next page Page 4 Order No 210-2070312-10 NOTE NO. 2 California Revenue and Taxation Code Section 18662, effective January 1, 1994 and by amendment effective January 1, 2003, provides that the buyer in all sales of California Real Estate may be required to withhold 3 and 1/3% of the total sales pnce as California State Income Tax, subject to the various provisions of the law as therein contained NOTE NO 3 PAYOFF INFORMATION. Note this company does require current beneficiary demands prior to closing If the demand is expired and a correct demand cannot be obtained, our requirements will be as follows A If this company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment The amount of this hold will be over and above the verbal hold the lender may have stipulated 13 If this company cannot obtain a verbal update on the demand, will either pay off the expired demand or wait for the amended demand, at the discretion of the escrow C In the event that a payoff is being made to a servicing agent for the beneficiary this company will require a complete copy of the servicing agreement prior to close NOTE NO. 4 If this company is requested to disburse funds in connection with this transaction chapter 598, statutes of 1989 mandates ho ld penods for checks deposited to escrow or sub escrow accounts The mandatory hold is one business day after the day deposited Other checks require a hold period from three to seven business days after the day deposited Notice Regarding Your Deposit of Funds California Insurance Code Sections 12413 el Seq Regulates the disbursement of escrow and sub escrow funds by title companies The law requires that funds be deposited m the title company escrow and sub -escrow accounts and be available for withdrawal prior to disbursement Funds deposited with the Company by wire transfer may be disbursed upon receipt Funds deposited with the Company via cashier's checks drawn on a California based bank may be disbursed the next business day after the day of deposit If funds are deposited with by other methods, recording or disbursement may be delayed All escrow and sub escrow funds received by the Company will be deposited with other funds in one or more non-interest beanng escrow accounts of the Company m a financial institution selected by the Company The Company and/or its parent company may receive certain direct oriiduect benefits from the financial institution by reason of the deposit of such funds or the mamtenance of such accounts with the financial institution, and the Company shall have no obligation to account to the depos iting party in any manner for the value of, or to pay such party, any benefit received by the Company and/or its parent Company Those benefits may include without hnntation, credits allowed by such financial institution on loans to the Company and/or its parent company and earnings on investments made on the proceeds of such loans, accounting, reporting and other services and products of such financial mstitution Such benefits shall be deemed additional compensation of the Company for its services in connection with the escrow or sub -escrow Page 5 Attention Borrower CDL Derlopment Lenders supplemental report Order No 210-2070312-10 Orange Coast Title Company of Southern California - Inland Empire Division 1845 Business Center Dnve, Suite 218 San Bernardino, CA 92408 909-825 8800 The above numbered report (including any supplements or amendments thereto) is hereby modified and/or supplemented in order t o reflect the following additional items relating to the issuance of an American land Title Association loan pohcy form as follows A This report is preparatory to this issuance of an American Land Title Association loan policy of title insurance This report discloses nothing, which would preclude the issuance of said American land title ass ociation loan policy of title insurance with endorsement no 100 attached thereto B The improvements on said land are designated as Vacant land, in the City of Redlands, County of San Bernardino, State of Cahfomia C Our search of the public records revealed conveyance(s)affecting said land recorded within 24 months of the date of this report are as follows None Page 6 Order No 210-2070312-10 Attention Please note that this preliminary report now has an extra copy of the legal description on a separate sheet of paper There are no markings on the page The idea is to provide you with a legal description that can be attached to other documents as needed That legal description page immediately follows this page Thank you for your support of Orange Coast Title Company of Southern California - Inland Empire Division We hope that this makes your job a little easter Page 7 Exhibit "A" Parcel 1 Order No 210-2070312-10 Lot 10 and thoseportions of Lots 5, 6, 7, 8, 9, 19 and 20, Block "H", of Lugonia Park, as shown on map recorded in Book 4 of Maps Page 50, records ofsaid County, descnbed as a whole as follows Beginning at the intersection of the North line ofsaid Lot 5 with the East line of the West 20 feet of said Lot 5, thence along said East line, South 0° 18' 29" East 26 20 feet, thence South 60° 28' 02' East 668 77 feet to the East line of said Lot 19, distant along last said East hne North 0° 16' 25" West 150 07 feet from the Southeast corner of said Lot 19, thence along last said East line and th c East line of said Lot 10, North 0° 15' 25" West 349 58 feet to the Northeast corner of said Lot 10, thence along theNorth lines of said Lots 5 to 10, inclusive, North 89° 22' 52" West 580 39 feet to the pomt of beginning Excepting therefrom all minerals, oils, gases and otherhydrocarbons whatsoevername known that may be withm or under the parcel of land hereinabove des cnbed, without, however, the nght to dull, dig or mme through the surface thereof Parcel 2 An Easement for right to operate vehicles over described property for access as described in Easement deed recorded on August 23, 1963 in Book 5975 Page 761 of Official Records Page 8 Order No 210-2070312-10 CLTA Prehmmary Report Form — Exblbit B (06-0341) CLTA STANDARD COVERAGE POLICY— 1990 EXCLUSIONS FR M COVERAGE The [allowing :natters are expressly excluded from the coverage of Ibis policy and the Company will not pay loss or damage, costs attorneys lees or expenses which arise by reason of 1 (a) Any law ordinance or governmental regulation (mcludingbut not landed to budding or zanmg laws ordinances or regulations) restricting regulating prohibiting or relating (t) the occupancy use, or enjoyment of the land (ii) the character, dimensions or location of any impro11010 t now or hereafter erected on the land (iii) a separation in ownership or a change in the dimensions or arca of the [and or any parcel of which the land is or was a part, or (iv) environmental protection, or the effect of anyviolation of these laws ordinances or governmental regulations except to the extent that a notice of the enforcement Thereof or a notice of a defect, hen, or encumbrance resulting from a violation or alleged violation affcting the land has been recorded in the public records at Dale of Policy (b) Any governmental police power not excluded by (a) above except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation a ffectsnb the land has been recorded in the public records at Date of Policy 2 Rights of eminent domain unless notice of the exerersc thercol has been recorded in the public records at Date of -Policy but not excluding from coverage any Wang which has occurred prior to Date o1 Policy wtech would be binding on the rights of a purchaser for value without knowledge 3 Detects licns encumbrances adverse claims orother matters (a)whether or not recorded in the public records al Date a t Policy but created sullcrcd assumed or agreed to by the insured claimant (b) not known to the Company not recorded in the public records at Dale of Policy but known to the insured claimant and not disclosed in wzitin,, to the Company by the insured claimant prior to the dale the insured claimant became an insured under this polis (c) resulting no loss or damage to the insured claimant, (d) attaching or created subsequent to Date of Policy or (c) resulting in loss or damage which would not have been sustained if the insured darmarr had paid value m Tor the insured mortgage or for the estate or interest insured by this policy 4 Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Dale of Policy or the inability or toluic of any subsequent owner of the indebtedness to comply with the applicable doing business laws of the slate in which the land is situated 5 invalidity or unenforceability of the hen ole insured mortgage or claim therm!, which arises out of the transaction evidenced by the insured mortgage and is based upon usury many consumer credit protection or truth in lending law 6 Any clams which arises out of the transaction vesting in the insured the sate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason orale operation of federal bankruptcy, state insolvency or 50101101 creditors nghts laws EXCEPTIONS FR.0MC0VERAGE-SCHEDULEB PARTI This policy does not insure against loss or damage (and the Company will not pay, costs attorneys Ices or expenses) which arise by reason of 1 Taxes Or asscssmcncs which are not shown es existing hens by the records of any taxing authority that levies taxes or assessments on real property or by the public :words Pmccedmgs by a public agency which may resut in taxes or assessments or notices of such proceedings whether or not shown by the records of such agency or by the public records 2 Any facts rights interests or c[aims which arc not shown by the public records but which could be ascertained by an inspection orate land or which may be asserted by persons m possession thereof 3 Easements liens or encumbrances or claims there'd which are mat shown by the public records 4 Discrepancies conflicts in boundary hoes shortage in area encroachments or any other f acts which a correct survey would disclose and which are not shown by the public records 5 (a) Unpatented mining claims, (b) reservations or exceptions m patents or in Acts authanzing the issuance thereof (c) 510181 rights c tomos err title to water whither or not the matters excepted under (a) (b) or (c) arc shown by the public records 6 Any lienor right to a hen for services, labor or material not shown by use public records CLTA/ALTA HOMEOWNER'S POLICY 0 F TITLE INS URANC E (02/03/10) EXCLUSIONS In addition to the Exceptions m Schedule $ You are not insured against loss costs attorneys fes, and expenses resulting from 1 Governmental police power and the existence or violation of those portions of any law or government regulation concerning a.binlduig b zoning c.land use d improvements on the Land eland division and f environmental protection This Exclusion docs not [imil the coverage dcscnbed m Covered Risk8.a. 14 15 16 18 19 20 23 or 27 2 The failure of Your exisung structures or any pan of them, to be constructed to accordance with applicable building codes This Exclusion does not limn the coverage described in Covered Risk 14 or 15 3 The right to talc the Land by condemning it This Exclusion does not lana the caveragedescnbed in Covered Risk 17 4 Risks a that are created allowed, or agreed to by You whether or not they recorded in the Public Records b that are Known to You at the Policy Arte but not to Us, unless they arc recorded in the Public Reccrds at the Policy Date c that result in no loss to You or d that firs) occur aft the Policy Date this does not limit the coveragedosenbed m Covered Risk 7 8.c 25 26 27 or 28 5 Failure la pay value for Your Title 6 Lackof a nghl a to any [and outside the area specifically &scribed and referred to in paragraph 3 of Schedule A, and b in streets alleys or waterways that touch the Land This Exclusion does not lim a the coverage described in Covered Risk 11 or 21 7 The transfer of the Title to You is invalid as a prefetcntial transfer oras a fraudulent transfer or conveyance underfe demi bankruptcy, stale insolvency or similar creditors rights laws LIMITATIONS ON COVERED RISKS Your insurance for the [allowing Levered Rests is limped on the Owner s Coverage Statement as follows • For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown sn Schedule A The deductible amounts and maximum dollar limits shown on Schedule A arc as follows Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16 1 % of Policy Amount 0110.4'0M Schedule A or 5 2,500 (whichever is less) S 10,000 Covered Risk18 1 / of Policy Amount shown In Schedule A or 5 5,000 (whichever Is less) 525,000 Covered Rish19' 1 •/. of Policy Amount shown in Schedule A or S 5,000 (whichever is less) 525,000 Covered Risk21: 1 / of Policy Amount shown in Schedule A or 5 2,500 (whichever is Tess) 55,000 ALTA RES IDINTIAL TITLE INSURANCE POLICY (6-1 87) EXC LUS IONS In addition to the Excephons m Schedule 0 you are not Insured against loss costs attorneys' tees and expenses resulting from 1 Governmental police power and the existence or violation of any lawor government regulation This includes building and zoning ordinances and also laws and regulations c oncernmg' • land use improvements on the land • [and division' environmental protection This excluston does not apply to violations or the enforcement of these natters which appear in the public records at Polley Date This exclusion does not limit die zoning coverage described m hems 12 and 13 of Covered Tide Rids 2 the right to talo the land by condemning tt, unless a notice el exenismg the right appears m the public records on the Policy Date the taking happened prior to the Policy Date and is binding on you 11 you bought the land without Imowmy of the taling 3 Title 11is15 that are created allowed, or agreed to by you 'that arc known to you, but not to lis an the Policy Date — unless they appeared in the public records that result m no loss to you 'that first affect your title Mix the Policy Date this does not limit the labor and materia[ lien coverage in Item 8 of Covered Title Risla 4 Failure to pay value tor your title 5 Lackof a right. 'to any land outside the arca specidcafly dcscrlbcd and re fermd to in Item 3 of Schedule A OR in streets alleys or waterways that much your land This exclusion docs not lint it the access coverage in Item 5 of Covered Title Rids 2006 ALTA LOAN POLICY (06-17 06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs anorncys fees or expenses which arise by reason of 1 (a) Any law ordinance orgovernmental regulation (including those relating to budding and zoning) restricting regulating prohibiting or relating to (i) the occupancy use or enjoyment of the land (ii) the character dimensions or location of any improvement erected on the Land (is) the subdivision of land or (iv) environmental protection or the effect of any violation of these laws ordinances or governmental regulations This Exclusion 1(a) docs not modify or limit the coverage provided undo Covered Risk 5 2 Rights of eminent domain This Exclusion does not modify or limit the coverage provided under Coveted Risk 7 orb 3 Defects hens encumbrances adverse claims orother manors:(a)crcated suffered assumed or agreed to by the Insured Claimant (b)not known to the Company not recorded in the public records at Date of Policy but known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Enured under this policy, (c) resulting :n no loss or damage to the Insured Clamant, (d) attaching or created subsequent to Date of Policy (however this does not modify or limit the coverage provided undo[ Covered Risk 1 I 13 or 14);or(c) resulting in loss or damage that world not have been sustained if the Insured Claimant had pad value for the Insured Mortgage 4 Unenforceability of the hen of the Insured Mortgage because ofthe mobility or failure of an Insured to comply with applicable doing business laws of the state in which the Land is situated 5 Invandity or unenforceability in whole or in part of the ten of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and as based upon usury orany consumer credit protechotl or truth in lending law 6 Any claim, by mason of the operation of federal bankruptcy state msohenry or similar creditors tights laws that the transaction creating the hen of the Insured Mongage is (a) a fraudulmt conveyance or fraudulent transfer or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy 7 Any hen an the Title for real estate taxes or assessments imposed by govemm algal authority and created oratachmg between Date ofPolicy and the date of recording of the Insured Mortgagem the Pubhc Records This Exclusion does not modify or [unit the coverage provided under Covered Risk 11(b) EXCEPTIONS FROM COVERAGE This policy docs 1101 insure against loss or damage (and the Company will not pay costs attorneys fees or expenses) that arise by reason aE 1.(a) Taxes or assessments that arc not shown as casting hens by the records of any taxing authonty that levies taxes or assessments an real propeny or by the Pubhc Records (b) proceedings by apublic agency that may result in taxes or assessments or notices of such procecdmgs whether or not shown by the records of such agency or by the Public Records 2.Any facts rights, interests or claims which are not shown by the Public Records but that could be ascenamed by an inspec hon of the Land or that may be asserted by persons in possession oldie Land 3.Easements liens or encumbrances, or claims thereof not shown by the Public Records 4.Any encroachment, encumbrance, violation variation or adverse circumstance affecting the Title that would be disclosed by an aeearatc and complete land survey of the Lard and not shown by the Pubhc Records 5.(a) Unpatented mining claims (b) reservations or exceptions m patents or to Acts authorizing the issuance thereof' (c) water rights claims or title to sealer whether or not the matters excepted under (a) (b) or (c) ale shown by the Pubhc Records 6 Any lien or right to a hen for 5ervte0 labor or material not shown by die public records 2006 ALTA OWNER'S POLICY (06 17 06) EXCLUSIONS FROM COVERAGE The following motters are expressly excluded from the coverage of this policy and the Company will not pay toss or damage costs attorneys fees or expenses that arise by reason of - Page 9 Order No 210-2070312-10 1 (a) Any law, ordinance permsl, or governmental regulation (mcludma those relating to building and zoning) restricting regulating prohibiting or relating to (i) the occupancy use or enjoyment of the Land (ii) the character dimensions or location of any improvement erected on the Land (iii) the subdivision of land or (IV) environmental protection, or the effect of any violation el -these laws, ordinances or governmental regulations This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risks (b) Any governmental police power This Exclusion 1(b) docs not modify or limit the coverage pravtded under Covered Risk 6 2 Rights of eminent domain This Exclusion does not modify or limit the coverage. provided under Covered Risk 7 orb 3 Defects liens encumbrances adverse claims or oilier matters (a) created suffered assumed or agreed to by the Insured Claimant (b) not Known to the Company not recorded in the Public Records al Date of Policy, bun Known to the Insured Claimant and not disclosed in writing, 10 the Company by the Insured Claimant prior to the da le the Insured Claimant became an Insured undcr this policy;(c) resulting in no loss or damage to the Insured Claimant, (d) attaching or created subsequent to Date of Policy (however this docs not modify or limit the coverage provided under Covered Risk9 and 10) or (c) resulting In loss or dantage that would not have been sustained if the Insured Claimant had paid value for the Tide 4 Any claim by season of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws that the transaction vesting Ilii. Title, as shown in Schedule A is (a) a fraudulent conveyance or fraudulent transfer or (b) a preferential transfer for any reason not stated in Covered Risk9 of this policy 5 Any Tian on ill, Title for real estate taxes orassessmenls imposed by governmental authority and crested or attaching between Dale of Policy and the dale of reconlino of the decd or other instrument of transfer in the Pubic Records that vests Titre as shown in Schedule A The above policy form may be issued to afford either Standard Coverage or Extended Coverage In addition to the above Exclusions from Coverage, the Exacpttons from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage EXCEPTIONS FROM COVERAGE This policy docs not insure against loss or damage (and the Company will not pay costs attorneys fees or expenses) that arise by reason of 1 (a) Taxes or assessments that are not shown as existing liens by the records of any nixing authority that levies taxes or assessments on real properly or by the Public Records (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings whether or not shown by the records of such agency or by the Public Records 2 Any facts rights interests, or cla=ms that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons m possession of the Land 3 Easements liens or encumbrances, or claims thereof not shown by the Public Records 4 Any encroachment, encumbrance, violation variation, or adverse circumstance affecting Lite Title that would be disclosed by an accurate and complete land survey of the Land and that arc not shown by the Public Records 5 (a) Unpatented mining claims (b) reservations or exceptions m patents or in Acts audtonang the issuance thereof' (c) water rights, claims or title to water whether or not the matters excepted under (a) (b) or (c) are shown by the Public Records 6 Any lien or right to a lien for services labor or material not shown by the public records ALTA EXPANDED COVFRAGERESIDEiTIALLOAN POLICY (07-2640) EXCLUSIONS FROM COVERAGE The following natters arc expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs attorneys feu or expenses which arise by mason of I (a) Any law ordinance, permit or governmental regulation (including but not limited in building and zoning) rem-lelinb regulating prohibiting or relating to (i) the occupancy use orcnjoynte nl of the Land (i) the character dimensions or location of any improvement erected on the Land (iii) the subdivision of the land, or (iv) environmental protection, or the effect of any violation of these laws ordinances or governmental reguda6ots This Exclusion 1(a) does not modify or limit the coverage pmvided under Covered Risks 5 6 13(c) I3(d) 14 and 16.(b)Any governmental pollee power This Exclusion 1(b)does not modify or limit the coverage pravtded under Covered Risks 5 6 13(c) 13(b), 14, and 16 2 Rights of eminent domain This Exclusion docs not modify orlimst the coverage provided under Coveted Risk7 or 8 3 Defects liens encumbrances, adverse claims or other matters (a) created, suffered assumed or agreed to by the Insured Claimant, (b) not Known to the Company not recorded in the Public Records at Date of Policy but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant poor to the dale the Insured Claimant became an Insured under this palmy (c) resulting in no loss or damage to the Insured Claimant;(d) ranching or created subsequent to Dale of Policy (howevo- this docs not modify orlim it the coverage provided under Covered Risks 11, 16, 17, 18, 19 20 21 22 23 24 27 or 26), or (c)resulltng In loss or damage which would not have been sustained If Int. Insured Claimant had paid value for the Insured Mortgage 4 Unenforceability of the lien of the Insured Mortgage because ofthe inability or failure of the Insured to comply with applicable doing -business laws of the state in whsch the Land n situated 5 Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and rs based upon usury, many aonsumcr credit protection or truth 111 lending law This Exclusion does net modify or limit the. coverage provided in Covered Risk26 6 Any claim of invalidity unenforeeabitity or dackof prmnty of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vesico shown in Schedule A is no longer the owner of the estate or interest covered by this policy This Exclusion does not modify or limit the coverage provided in Covered Risk II 7 Any hen on the Title for real estate taxes err assessments imposed by govemmmtal authority and created or attaching subsequent to Date of Policy sit accordana with applicable building codes This Exclusion don not modify or limit the cnveage provided in Covered Risks or 6 8 The failure of the residential structure, or any portion of it to have been constructed before, on or slier Date of Policy in accoa1ancc with applicable budding codes This Exclusion does not modify or Ism it the coverage provided In Covered Rsi.5 or 6 9 Any claim by reason of the operation of federal bankruptcy stale insolvency or similarcadimrs rights laws that the transaction creating the hen of the Insured Mortgage is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not staled in Covered Risk 27(b) of this policy Page 10 Order No 210-2070312-10 Orange Coast Title Company of Southern Cabforma - Inland Empire Division PRIVACY POLICY We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information We understand that you may be concerned about what we will do with such information — particularly any personal or financial mfommtron We agree that you have a right to know how we will utilize the personal information that you provide to us Therefore, we have adopted this Pnvacy Policy to govern the use and handling of your personal information Applicability This Pnvacy Policy governs our use of the information which you provide to us It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity Types oflnformation Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include • Information we receive from you on applications, forms and in other communications to us, whether in wnting, in person, by telephone or any other means • Information we receive from providers of services to us, such as appraisers, appraisal management companies, real estate agents and brokers and insurance agencies (this may include the appraised value, purchase pnce and other details about the property that is the subject ofyour transaction with us) • Information about your transactions with us, our Affiliated Companies, or others, and • Information we receive from a consumer reporting agency Your Cabforma Rights (immediately following this Privacy Policy) or you may visit our website at https //www.titleadvantage comlprivacypolicy htm or call toll-free at (866) 241-7373. Only applies to CA residents Use of lnformatio n We request information from you for our own legitimate business purposes and not for benefit of any nonaffihated party Therefore, we will not release your information to nonaffiliated parties except (1) as necessary for us to provide the product or service you have requested of us, or (2) as permitted by law We may, however, store such information indefinitely, meluding the period after which any customer relationship has ceased Such infomnation may be used for any internal purpose, such as quality control efforts or customer analysis Former Customers Even if you are no longer our customer, our Pnvacy Policy will continue to apply to you Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information We restrict access to nonpublic personal information about you to those mdivrduals and entities who need to know that information to provide produ cts or services to you We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information Other Important Information We reserve the nght to modify or supplement this Privacy Pohcy at any time If our Pnvacy Policy changes, we will provide the new Privacy Policy before the new policy becomes effective Last Revision 12/26/2019 Effective on 1/01/2020 Page 11 Youi California Rights Order No 210-2070312-10 If you are a Califo,nia resident, you may have certain rights under California law including but not limited to the California Consume, Pi ivacy Act ("CCPA") All phrases used herein shall have the same meaning as those phrases used under relevant Calafo, ma law, including but ,not hinted to the CCPA Right to Know You have the right to know • The categories of personal information we have collected about or from you, • The categories of sources from which we collected your personal infommation, • The business or commercial purpose for collecting or sharing yourpersonal information, • The categones of thud parties with whom we have shared yourpersonal information, and • The specific pieces of your personal information we have collected Process toSubnnt a Request To subnut avenfied request for this information you may visit our website at https.l:\\ww tuh.advant,tue conrprtrat,\pohcy htm or call toll-free at (866) 241-7373 You may also designate an authonzed agent to submit a request on your behalf by visiting our website lit Los l!wti\win lead \antage.cumpn acvpolicy.hun or calling toll-free at (866) 241-7373 and then also submitting wntten proof ofsuch authonzation via e-mail to datapnvacy@octitle com. VerifrcationMethod In order to ensure your personal mfommation is not disclosed to unauthorized parties, and to protect against fraud, we will venfy your identity before responding to yourrequest To verify your identity, we will generally match the identifying information provided m your request with the information we have on file about you Depending on the sensitivity of the pers onal information requested, we inay also utilize more stringent venfication methods to verify your identity, mcluding but not limited to requesting additional information from you and/orrequinng you to sign a declaration underpenalty ofperjuiy Right of Deletion You have a right to request that we delete the personal information we have collected from or about you Process to Submit a Request To submit a venfied request to delete you information you may visit our website at littps I/\\ww.titicad\ant,iii .convpnvacvpolm. htni or call toll-free at (866) 241-7373 You may also designate an authonzed agent to submit a request on your behalf by clicking here or calling toll-free at (866) 241-7373 and then also submittmg wntten proof of such authorization via e-mail to datapnvacy@octitle com. Verification Method In order to ensure we do not inadvertently delete your personal information based on a fraudulent request, we will verify your identity before we respond to your request To venfy your identity, we will generally match the identifying information provided in your request with the information we have on file about you Depending on the sensitivity of the personal information requested to be deleted, we may also utilize more stringent venficatton methods to verify your identity, mcludmg but not !muted to requesting additional mfotmation from you and/or requiring you to sign a declaration under penalty of penury Right to Opt -Out We do not sell your personal information to third parties, and do not plan to do so in the future Right of Non -Discrimination You have a right to exercise your nghts under the CCPA without suffering discrimination Accordingly, OC Title & family of Companies will not discnminate agams t you m any way if you choose to exercise your nghts under the CCPA California Minors If you are a Cahfomia resident under the age of 18, California Business and Professions Code § 22581 permits you to request and obtain removal of content or information you have publicly posted on any of our Applications or Websites To make such a request, please send an email with a detailed description of the specific content or information to datapnvacy@octitle corn. Please be aware that such a request does not ensure complete or comprehensive removal of the content or information you have posted and there may be circumstances in which the law does not require or allow removal even if requested Collection Notice The following is a list of the categories of personal information we may have collected about California residents in the twelve months preceding the date this Pnvacy Notice was last updated, including the business or commercial purpose for said collect ion, the Page 12 Order No 210-2070312 10 categories of sources from which we may have collected the personal information, and the categoncs ofthird parties with whom we may have shared the personal information Categories of Personal Information Collected The categones of personal information we have collected include, but may not be limited to • real name • Signature • Alias • SSN • physical charactenstics or description, including protected charactens tics under federal or state law • address • telephone number • passport number • dnver's license number • state identification card number • IP address • policy number • file number • employment history • bank account number • credit card number • debit card number • financial account numbers • commercial information • profess tonal or employment information Categories of Sources Categones of sources from which we've collected personal information include, but may not be limited • the consumer directly • pubhc records • governmental entities • non-affiliated third parties • affiliated third parties Business Purpose for Collection The business purposes for which we've collected personal information include, but may not be limited • completing a transaction for our Products • verifying eligibility for employment • facilitating employment • performing services on behalf of affiliated and non-affiliated third parties • protecting agamst malicious, deceptive, fraudulent, or illegal activity to to Categories of Third Parties Shared The categoncs of third parties with whom we've shared personal information include, but may not be Iinntted to • service providers • government entities • operating systems and platforms • non-affihated third parties • affiliated third parties Sale Notice We have not sold the personal information of California residents to any third party in the twelve months preceding the date this Privacy Notice was last updated, and we have no plans to sell such information n the future We also do not, and will not sell the personal information of minors undersixteen years of age without affirmative authorization Disclosure Notice The following is a list of the categories of personal information of California residents we may have disclosed for a business purpose m the twelve months preceding the date this Pnvacy Notice was last updated • real name • Signature • Alias • SSN • physical characteristics or descnption, including protected characteristics under federal or state law Page 13 • telephone number • passport number • dnver's hcense number • state identification card number • IP address • policy number • file number • bank account number • credit card number • debit card number • financial account numbers • commercial mfomiation • professional or employment information • address • employment history If you have any questions and/orconnnnents you may contact us Call Us at our toll free number (866) 241 7373 Email Us at datal1rtv<tc.ykr ot.tit[L corn Mail Orange Coast Title Attn Pnvacy Officer I551 N Tustin Ave , Ste 300 Santa Ana, CA 92705 Effective on 1/1/2019 Revised on 12/23/2019 Page 14 Order No 210-2070312-10 The undersigned, Order No 210-2070312-10 Orange Coast Title Company of Southern California - Inland Empire Division 1845 Busyness Centel Drive, Suite 218 San Bernaidino, CA 92408 909-825-8800 DECLARATION OF OCCUPANCY (Loan Transaction) (owner's name) depose(s) and say(s) as follows 1 The undersigned is/are the owner(s) of certain real property situated in the City of Redlands, County of San Bernardino and State of California, commonly known as Vacant land, herein referred to as `Property" 2 The undersigned is/are obtaining a loan from to be secured by a Deed of Trust against the Property, which is the subject of this transaction. 3 The undersigned currently occupy the Property as the undersigned's principal address, and intend to continue to occupy the same as the undersigned's principal residence following the close of this transaction. 4 The undersigned understand(s) that Orange Coast Title Company of Southern California - Inland Empire Division is relying on this information in calculating the recording fees for all real estate instruments, papers, and notices recorded in connection with this transaction in accordance with California Government Code §273881(a)(2) 5 The undersigned agree(s) to indemnify and hold Orange Coast Title Company of Southern California Inland Empire Division harmless from and against, and to pay any additional recordmg fees and/or penalties arising out o1 or in connection with, the inaccuracy of the information set forth herein. The undersigned declare(s) under penalty of perjury under the laws of the State of California that the foregoing is true and correct, and that this Declaration was executed on , at By By Name Name Page 15 MS RAP 15 FOR TRC PURPOSE OF AD YALOREN TAXATION ONLY PARK eo Ptn. Luga.nia Park M.g.4/50 110 101-71-111 111 Pie 10 it ASSESSED OR PACE 11 i ea III 172-33-11{ FTI r i10.1I — 7 8 9 a 10 ' ASSESSED OR PACE 16 AVF� City of Redlands Tax Rate Area 5000,5068 11 12 100 13 10 u0 14 100.01 November 2003 Patcel Wap Na 6630 P 62/95-96 fie 17 i iF 4e S, 2 Por.1 9c. 41 A.°'\ az Wt. Pin. N.W. 1/4, See. 26 T.1S , R.3W 0170— 19 Assessor's Map Book 0170 Page 19 San Bernardino County II 1 =100 REVISED 01/06!07 KC 03!05109 Cr RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO; City of Redlands 35 Cajon Street Redlands, CA 92373 Attn City Clerk MAIL FUTURE TAX STATEMENTS TO. City of Redlands 35 Cajon Street, Suite 4 Redlands, California 92373 Attn City Clerk MAIL TAX STATEMENTS TO SAME AS ABOVE 0 Electronically Recorded in Official Records County of San Bernardino Bob Dutton Assessor -Recorder -County Clerk 0310412020 04:03 PM SAN B9246 DOC# 2020-0078926 Titles 1 Pages 5 Fees Taxes CA SB2 Fee $26 00 $0 00 75.00 Total $101 00 APN 0170-191-39-0000 (Space above this line is for recorder's use) r The un ersigned declares the DOCUMENTARY TRANSFER TAX is $ ' Cd/'1 !lie( Ci`7G'G by 5Q Kerr" � 1 Computed on the consideration or value of property conveyed, OR 1. n Gn prd Computed on the consideration or full value less liens and/or [[.SII e^,,TT �� t I encumbrances remaining �at /time of sale nL�� �• %J n/tih4,1-7 Unincorporated Arca City of f�.➢erKsrdiete !' �I4Lr�d r fHf f(4' GRANT DEED FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, The City of Redlands, a municipal corporation and general law city does hereby GRANT to the University of Redlands , an IRS section 501(c) (3) Nonprofit Corporation that certain real property to the city of Redlands, county of San Bernardino, state of Califorma, descnbed on Exhibit "A," which is attached hereto and incorporated herein by reference Subject to all covenants, restrictions, conditions, easements and other encumbrances of record existing at the time of recordation of this Grant Deed Dated March 4, 2020 CITY OF REDLANDS, a municipal corporation and general law city B MAIL TAX STATEMENTS TO SAME AS ABOVE Paul W Foster, Mayor, City of Redlands RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Redlands 35 Cajon Street Redlands, CA 92373 Attn City Clerk MAIL FUTURE TAX STATEMENTS TO City of Redlands 35 Cajon Street, Suite 4 Redlands, California 92373 Attn City Clerk MAIL TAX STATEMENTS TO SAME AS ABOVE APN 0170-191-39-0000 (Space above this line is for recorder's use) I's'�,r! The undersigned declares the DOCUMENTARY TRANSFER TAX is $ Cvil ve f L+C by se rC Computed on the consideration or value of property conveyed OR Computed on the consideration or full value less liens and/or encumbrances remaining at time of sale. n yah �/ri Unincorporated Area Cit of Saa.�Gesnerdiee RLd! �� ✓ y Cdr f2+ -r /14c GRANT DEED FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, The City of Redlands, a municipal corporation and general law city does hereby GRANT to the University of Redlands , an IRS section 501(c) (3) Nonprofit Corporation that certain real property m the city of Redlands, county of San Bernardino, state of California, described on Exhibit "A," which is attached hereto and incorporated herein by reference Subject to all covenants, restnctions, conditions, easements and other encumbrances of record existing at the time of recordation of this Grant Deed Dated March 4, 2020 CITY OF REDLANDS, a municipal corporation and general law city Paul W Foster, Mayor, City of Redlands MAIL TAX STATEMENTS TO SAME AS ABOVE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of San Bernardino On March 3 , 2020, before me, Diana Rains , Notary Public, personally appeared Paul W Foster, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature 6),(a/iifi. (Seal) z z DIANA RAINS Notary Public - California San Bernardino County Commission # 2175775 My Comm Expires Dec 16 2020 Exhibit "A" Parcel 1 Order No 210-2070312-1 0 Lot 10 and those portions of Lots 5, 6, 7, 8, 9, 19 and 20, Block "H", of Lugonia Park, as shown on map recorded in Book 4 of Maps, Page 50, records of said County, described as a whole as follows Beginning at the intersection of theNorth line of said Lot 5 with the East line of the West 20 feet of said Lot 5, thence along said East line, South 0° 18' 29" East 26 20 feet, thence South 60° 28' 02' East 668 77 feet to the East line of said Lot 19, distant along last said East line North 0° 16' 25" West 150 07 feet from the Southeast comer of said Lot 19, thence along last said East line and th e East line of said Lot 10, North 0° 15' 25" West 349 58 feet to the Northeast corner of said Lot 10, thence along theNorth lines of said Lots 5 to 10, inclusive, North 89° 22' 52" West 580.39 feet to the point of beginning Excepting therefrom all minerals, oils, gases and other hydrocarbons whatsoever name known that may be within or under the parcel of land hereinabove described without, however, the right to drill, dig or mine through the surface thereof Parcel 2 An Easement for right to operate vehicles over described property for access as described in Easement deed recorded on August 23, 1963 in Book 5975 Page 761 of Official Records EXHIBIT "E" NON -FOREIGN AFFIDAVIT STATE OF California ) ) ss County of San Bernardino ) The undersigned, as authonzed 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 University of Redlands and/or assignee, an Individual ("Transferee"), that withholding of tax is not required upon the disposition of Transferor's interest m 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)(m), 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, imprisonment, or both Under penalties of perjury Transferor declares that it has examined this certification and to the best of its knowledge and belief this certification is true, correct, and complete The undersigned agent declares that he has the authonty to sign this document on behalf of Transferor TRANSFEROR CITY OF REDLANDS, a municipal corporation } , �C , By L • • • /b a5L4a ' ;� +'. Paul W Foster, Mayor ATTEST. e,D0-11-'4Icison,-City Clerk �(7 0 • ;�:`, 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 ss COUNTY OF San Bernardino ) On trn CI, C -h 3 , 20-0, before me, Diana Rains , Notary Public, personally appeared Paul W Foster and Jeanne Donaldson , who proved to me on the basis of satisfactory evidence to be the personewhose nam s) i's(are subscribed to the within instrument and acknowledged to me that hb,(she/they/executed the same in hfs/hlr/their authorized capacity es and that by ht/lttrltheir signature sa} on the instrument the person or the entity upon behalf of which the perso cted, 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 ✓�IaxtLZ lieu.tAn1) Notary Public In and For Said County and State z z DIANA RAINS Notary Public California San Bernardino County D Commission # 2175775 My Comm Expires Dec 1B, 2020 EXHIBIT "F" QUITCLAIM DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO. DOC# 2020-0080711 0 Electronically Recorded in Official Records County of San Bernardino Bob Dutton Assessor Recorder -County Clerk City Clerk's Office City of Redlands P 0 Box 3005 Redlands, CA 92373 ,4/0,40103/)--a) 03/05/2020 Titles 1 Pages 6 0358 PM SAN Fees $29 00 Taxes $0 00 G8467 CA SB2 Fee 0 00 Total $29 00 THE UNDERSIGNED GRANTOR DECLARES DOCUMENT TRANSFER TAX EXEMPT** COMPUTED ON THE CONSIDERATION OR VALUE OF PROPERTY CONVEYED, OR COMPUTED ON THE CONSIDERATION OR VALUE LESS LIENS OR ENCUMBRANCES REMAINING AT THE TIME OF SALE APN 0170 191-40-0000 QUITCLAIM DEED FOR EASEMENT INTEREST FOR VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE CITY OF REDLANDS HEREBY REMISES, RELEASES AND FOREVER QUITCLAIMS TO University of Redlands, an IRS section 501(c)(3) Nonprofit Corporation ITS EASEMENT INTEREST AS SET FORTH IN EXHIBIT "A" ATTACHED HERETO, IN THE REAL PROPERTY IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS ASSESSOR PARCEL NO 0170-191-40-0000 See the attached Exhibit A DATE J/.4/2 C7 City of Redlands, a municipal corporation C.,.„u3 Paul W Foster, Mayor Jeanne Donaldson, City Clerk 1 DOC #2020-0080711 Page 2 of 6 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 cc� ss COUNTY OF `fin ey.v (1OA i ) On -LI 30 , 20 befoiN me, -b--k CV‘AC\ Q , Notary Public, personally appeared rt ,1 L , (S»4aa- (-\0,.\c[&\S who proved to me on the basis of satisfactory evidence to be the person(s, whose names� is/are subscnbed to the within ins ment and acknowledged to me that/she/they/executed the same in his/her/their authorized capacit ies and that b hts/hir/their signature( on the instrument the personQ, or the entity upon behalf of which the persons 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 Lka Notary Public In and For Said County and State DIANA RAINS Notary Public California San Bernardino County Commission ! 2175775 Comm Exrires Dec 16, 2020 DOC #2020-0080711 Page 3 of 6 EXHIBIT "A" EASEMENT 1 DOC #2020-0080711 Page 4 of 6 EASEMENT DOOK5975 Fa 76 THIS AGREEMENT, made and entered into thts_1th__day of August 19-61- by 9 Lby and between Gerald S. Rubin hereinafter called 'Owner", their heirs, executors administrators, agents or assigns, and the City of Redlands a municipal corporation of the State of California hereinafter called "City", its assigns and successors in interest WITNESSETH WHEREAS, Owner has title to and owns that real estate and real property located in , County of San Bernardino, State of California, described as follows "',,, north 10 feet or .o,,,. , 1,, l3, and '.y 'lc ' , b,, r , a r ^ r + re erd.,,i r + c., L cf ai e, "ac. rC, .ecce as of aaf d CnLnt5 AND WFEREAS, City desires the ri ' to operate vehcic- over the above ..esur_bed rrorert,, for access to Lots 5 through 10, Bloc!, "T-'", Lugonia Park, as per plat recorded in 3c.,k 4 of Maps, Page SO, Records of said County. NOW THEREFORE, it is hereby agreed as follows The Owner does hereby grant, assign and set over to City an easement and right tc rerform the above described ^re. "'re b-urtef 'erc._i a-rees to re -,^ave o� " fa lines ,rd slant fixti.r' _ laced on the at:, vv ^i be: lc', +_ . e' :µhe ^ F`'t t? ie ea: ene^.t, a* , tr, c*. ^ >Tars( -c at _ ' h `_ .t. ar _b' .e c e+ cc ra o rrrl,..re TO HAVE AND TO HOLD the said easement right and right-of-way unto the City, its successors or assigns for a period of indefinite duration IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this day of [f,rT«.ct , 1963 44-a (J is 11•1111111911•13.1.110111B MMI,'/M/OP.IN/FMN/Iiiitiamma- DOC #2020-0080711 Page 5 of 6 { BOOK5975.616:7 f3 STATE of CALIFORNIA, Cooney of San Bernardino ON _ pat 5 le --01 . before me, the wdersigned, a Notary Public in and for said County and State, personally appeared Gerald S. Rubin (mown to me, to be the person_ whose name i■ subscribed to the within Instrument, and aelmowledged to me that _Ie_ executed the same. Iv Wrrnins Wnaraor, I have hereunto set my hard and armed my Arial seal :7 Yr 17L.. g dam Notary PiebUC to and for said County and Stats EIARTr'is B !IRS No Pub Ft r,rnardino Co, •toy, Calif c 2-9 Dec _3,1966 11L 7'O SPACE BELOW FOR RECORDER'S USE ONLY ECORDED 537 R QUEST OF ‘tc7/: i Anc 13 1 32 PH '63 B0oK5975 P' 761 Oifita!1 i COROi hs sin slusataeno coWRr. o crttirlC!2 CF .CCL.T,NC" EaaeRent vh;s a ..cut fy tit the in'erast in re,11 propLet. .^Gyd"A.a. c, 3e -r! , 1kfal :re" _Gggalck to tho City ef Pe le- _. a pclitata_ corporation rr3/oma a ercy is Scr.:,y tccc'..e0 b City. AuguSt_20 _ 3.2, c:.'+d the GI L'::te t- record.ttinn t!e••aoa by its tiu.ly ruth..iizad e'ficci Rated: August 22 . 1963. IND Ole DOCUNBIT PETER ALDANA COUNTY OF RIVERSIDE ASSESSOR -COUNTY CLERK -RECORDER DOC #2020-0080711 Page 6 of 6 Recorder P 0 Box 751 Riverside CA 92502 0751 (951) 486 7000 www riversideacr com CERTIFICATION Pursuant to the provisions of Government Code 27361 7, I certify under the penalty of perjury that the following is a true copy of illegible wording found in the attached document (Print or type the page number(s) and wording below) THE NORTH 20 FEET OF LOTS 11, 12, 13 AND 14 BLOCK "H" , LUGONIA PARK, :AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 50, RECORDS OF SAID COUNTY. AND WHEREAS, CITY DESIRES THE RIGHT TO OPERATE VEHICLES OVER THE ABOVE DESCRIBED PROPERTY, FOR ACCESS TO LOTS 5 THROUGH 10, BLOCK "H" , LUGONIA PARK, AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 50, RECORDS OF SAID COUNTY THE OWNER DOES HEREBY GRANT, ASSIGN AND SET OVER TO CITY AN EASEMENT AND RIGHT TO PERFORM THE ABOVE DESCRIBED WORK. THE GRANTEE HEREIN AGREES TO REMOVE OR RELOCATE ALL FACILITIES AND PLANT FIXTURES PLACED ON THE ABOVE DESCRIBED LOT, UNDER THE RIGHT CREATED BY THIS EASEMENT, AT ITS OWN EXPENSE AND AT SUCH TIME AS :THE PUBLIC CONVENANCE MAY SO REQUIRE Date Signature 03/05/2020 Print Name CYNTHIA KACK ACR 601 (Rev 09/2005) Available in Alternate Formats EXHIBIT "G" EASEMENT DOCUMENTS EASEMENT un5975 pAGE76I THIS AGREEMENT, rnade and entered into this 5th day of August L 4 by and between Gerald 5. Rubin e- - t hereinafter called "Owner", their heirs, executors, administrators, agents or assigns, and the City of Redlands, a municipal corporation of• the State of California, hereinafter called "City', its assigns and successors in interest WITNESSETH " WHEREAS, Owner has title to and owns that. real a§tate sand real property located in , County of San Bernardino, State of California, described as follows, The north 20 feet of Lots 11, 12, 13, and 14, Block "H", Lugona.a Park, as per plat recorded in Book 14 of Naps, Page 50, Reoords of said County AND WHEREAS, City desires the right to operate vehicles over the above described property, for access to Lots 5 through 10, Block "F", Lugonla Park, as per plat recorded in Book ti of Maps, Page 50, Records of said County. NOW THEREFORE, it is hereby agreed as follows The Owner does hereby grant, assign and set over to City an easement and right to perform the above described work. The grantee herein agrees to remove or relocate all facilities and plant fixtures placed on the above described lot, under the right created by this easement, at its own expense and at such time a$ the public conven- ience nay so require. TO HAVE AND TO HOLD the said easement, right and right-of-way unto the City, its successors or assigns for a period of indefinite duration IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this a5" day of a a.4-4 , 196x, SUM or CnWOilLVIA, sa, County of San Bernardino oN August 5 , 18 Gam before me the undersigned, a Notary Public in and for said County and State, personally appeared at raid S, Rub] A known to me, to be the person— whose name— JR subscribed to the within Instrument, and acknowledged to me that ......he._. executed the same. IN WITNESS WHEREox I have hereunto sat my hand and affixed my official seal, ZJetory Pi Ia in and for said Caunty and State b4ARTRA E I11[IS /To Pub Sou Bernardino Car y+ � Calif My Corn Dsp Dec 43,190 t1B ALL TQ I saox5975 moE762 SPACE BELOW FOR RECORDER'S USE ONLY 537 I ftUESTEOF N4v: 4kkc 13 1 32 PH '63 eoog5975 PAGE761 SAN eERIFRfioi VDCOIDITY CALIF CERTIFICATE OF ACCEPTANCE nrnn�rrr Easement This -n to oertify that the interest in reel property convoyed by See , 1O 63, fro=a Gerald S, RJzbin , to tho City et Radloadnr a political corporation and/or governmental agency in hsraby accepted by ardor of the City Cbaaci1 on August. 2Q , 19,1j, and the Grantee concepts to recordation thereo3 by its duly t&uthoa.iced ofiicern Cma.n: dated AuEust,,j Dated; Au u9t 22 , I963. L'y4 ity Manager END PrP O0CW!E T i }