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Contracts & Agreements_235-2015_CCv0001.pdf
STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Vacant Land) AIR Commercial Real Estate Association December 10, 2015 (Date for Reference Purposes) 1, Buyer. 1.1 Judson and Brown, LLC,a Nevada limited liability company, or its assignee ( "Buyer") hereby offers to purchase the real property, hereinafter described, from the owner thereof("Seller") (collectively,the "Parties" or individually,a"Party"),through an escrow("Escrow")to close 30-OF 15 days after the waiver or expiration of the Buyer's Contingencies. ("Expected Closing Date")to be held by first American Title and Escrow ("Escrow Holder')whose address is 3281 E. Guasti Road, Suite 440, Ontario CA 91761 Phone No. (909) 510-6206 Facsimile No. (877) 461-2088 upon the terms and conditions set forth in this agreement("Agreament!). Buyer shall have the right to assign Buyer's rights hereunder,but any such assignment shall not relieve Buyer of Buyer's obligations herein unless Seller expressly releases Buyer. 1,2 The term"Date of Agreement"as used herein shall be the date when by execution and delivery(as defined in paragraph 20.2)of this document or a subsequent counteroffer thereto,Buyer and Seller have reached agreement in writing whereby Seller agrees to sell,and Buyer agrees to purchase,the Property upon terms accepted by both Parties. 2. Property. 2.1 The real property("Property")that is the subject of this offer consists of(insert a brief physical description)approximate ly 0.4136 acres (±18,016 square feet) of land situated on two (2) parcels including all of Seller's right, title, and interest in and to all rights, orivile2es, and appurtenances tion that as a condition of and prior to the thereto; provided, however, with the cirp c __ - _• close of Escrow, Buyer shall convey a permanent easement to Seller, in a form reasonably acceptable to Seller, for street right of gray and utility purposes in conformance with Seller's General plan circulation element requirements along the frontage of the Property is located in the City of Redlands .County of San Bernardino State of California is commonly known by the street address of 508 & 516 North Eureka Street and is legally described as: TO BE PROVIDED IN ESCROW (APN:0169-156-19 & 0169-156-20 ). 2.2 If the legal description of the Property is not complete or is inaccurate,this Agreement shall not be invalid and the legal description shall be completed or corrected to meet the requirements of F_J rst American Title and Escrow ('Title Company"),which shall issue the title policy hereinafter described. 2.3 The Properly includes.at no additional cost to Buyer,the permanent improvements thereon,including those items which pursuant to applicable law are a part of the properly,as well as the following items,if any,owned by Seller and at present located on the Property:intangible personal property, including, but not limited to, warranties, permits, licenses, certificates of occupancy, _plans and specifications, engineering plans, floor plan and landscape mans (collectively,the"Improvements"). 2.4 Except as provided in Paragraph 2.3,the Purchase Price does not include Seller's personal property,furniture and furnishings,and all of which shall be removed by Seller prior to Closing. 3. Purchase Price. 3.1 The purchase price("Purchase Price")to be paid by Buyerto Seller for the Property shall be:0 $270,000.00 or-$-(complete-onlyit-purchase-prise�vitlbe-0eterrainedbased-on-a-peraaait-cosE-instead-of-a-fried-price)$__—. M— --__ er-unil�he emit-used-to-determine-the-Purchase-Prise shall be $�aF$�ere$square tooF$ether _ promtrngafeas-of-tess-than2-fultunit The-number-oNunits-shalt-be-based-on-a-calculation-ef-pial-area-ef2he-PFopertyas-sertified4o-ihe-Rarties-by-a tiGensedauFveyeF4,n-accor4dancevnth-paragraph-04(g)-However-4he-tollovrin"ghts-of-way nd-otharareas-witt-be-excluded-from-lush-salcutatiGn-- The Purchase Price shall be payable as follows: (a) Cash down payment,including the Deposit as defined in paragraph 4,3(or if an all cash transaction,the Purchase Price): $270,000.00 (Strike-4nof OPPAGable) (b)„taount-sf NA...6oaa as deFined in paragraph 5-1.if any; o QuyeFilwli- Re4Oletathe•Property-subject-toand/orassume-the-followingexisling-deeds)-of tnrst-(r•Exi sti n g-Deed(s)-of-TrAisf+securing-theexistin"FemissGFyeote(b){"E xi s ti n g-Note(s)!} Ki)—An-Existing-Note-(-'First-Note")-with-an-unpaid-principal-balance-as•Gf the- C losing-ofap proxi mately: c'id-€first-Neta-is-payableatS nth; _..,.�-___�.,..._._..—..— Make4-nof including•interest-al4he4ate-oma peFannum{until-paid4andlor4he-- appAsable) eRtiS unpaid balanGe s tie on---—--- --(i i)—An•Existing-NGte-(-'Second-N oto->•wi tha n-trnpa id-principa I-bafanse-asof-she Glo sing-ofapprex mateiy�, _.-_--------,_._--. Said$Gcond44ot@4s.payable-aW __ _ ___ __ peFfaonth; ;.,^^'udrng-rRleFestat4he Fate of _T_m.o-per-annum-tlntil-paid-(andlor-the - entire-unpaid-balance46-due-o ) (stnke-itnor (d}--Buyer-shall-givaSeEEGr-adeedef-trust{=Purctrase-Money-Deed-of-Trust_I-on-the-- applisable) --- - property,-to.secure-the-promissory-note of-Buyer-to-Seller-described-in paragraph-6 `”�UFGffaS@-fJIOAey-NOte"}uaaheamounf-Gf, E PAGE 1 OF 8 INITIALS 1 A S ®2008-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFAL10-111 4E 3:,2-#f-f3uyeus�akinr-lilies-1ho-Paper#y-sutrject-to;-:arassuming-aR-Ex1sling-Deed-of-Trust-and-6uch-dee"-0 4r rs"Grmits-#he-beneficiary-to. demand-payment-Of.€e25-IR6IUdFnf,-klElt-R@t +Rllf@d-iA-pefAt5-�3rAEe65Kig-fees. -And-aipfc-HSai-1805-a5-a-fissdilleR-Se-tqa-SFaRsfei--9F-flierPF9peFly,-SuyBF .agrees-ta-pay-sus3fteasup�to-a-Riaximum�sf-1,a.9-of-the�tlpaid�nneipal-balaRsea{-the�pplicatiia-Extsbng-Note= 4. Deposits. 4.1 @-Buyer-has-delivered4o-Bwker-a ayabl"o-Escrow-Holder,to-be-felivare"y Broker4o-Eacraw-Holder-vithiR-2- =--business-days-art@Wboth-par#las-hav@-@xesuled-ibis-Agreement,and he-executed-Rgraement-has-base delivered to Esersw-1#alder or 0 within 2-ar 5 business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliverto Escrow Holder a check in the sum of S25,000.00 .if said check isnot received by Escrow Holder within said time period then Seller may elect to unilaterally terminate this transaction by giving written notice of such election to Escrow Holder whereupon neither Party shall have any further liability to the other tinder this Agreement, Should Buyer and Seller not enter into an agreement for purchase and sale,Buyer's check or funds shall,upon request by Buyer,be promptly returned to Buyer. 4-2-Additional-deposits-.: - --(a)-within-business-days--a#ter-the ats--o€--Arureement--Buyer--shall-depesit-vit4-E-ucmv"4oldor-4he- dd lionaf--surr�-ot 5---- -ta��.^applied-le-€!�e-R:rrstia5a-Rr+ce-aY-the-6losing-: gib}-Within-5-business-days-aF#er-tt�e-canbngeRcies�iissussed-in-paras�raph-9-4--(a}-Ik�rough-{rR}-are-approved-dr-waived-Buyer-shall-deposit with-Cscraw lioider-the-addi#tonal-suRwf-S- zo-ba-applied-lo3kta-Rurchase-Brise-at-ths-Gtosing (G)i'f^a Additier al BepssiFas riot mseivad by Esssaw kloldew t#a n lqa l mo per sd prawded Men See er::msy..nobfy ,=sr w-HoWef and-Brokers-irr-writing-that-unless-the-AiSdibonal-Deposit-is�eseived4ry�3crow�-Eolder-within-2-btrslness-days-fo114wiRg-said-rtstice-the-E-Serow-shall be-i}eemed-terminated-without€uriher get�se or-instrusticns< 4,3 Escrow Holder shall deposit the funds deposited Wth it by Buyer pursuant to paragraphs 4.1 and 4.2(cottectively the"Deposit'),in a State or Federally chartered bank in an interest bearing account whose term is appropriate'and consistent with the timing requirements of this transaction.The interest therefrom shall accrue to the benefit of Buyer,who hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyers Federal Tax Identification Number is 4 6--4 516935 NOTE`.Such interest bearing account cannot be opened until Buyer's Federal Tax Identification Number is provided. 4.4 Notwithstanding the foregoing,wfthin5 days'after Escrow Holder receives the monies described in paragraph 4,1 above.Escrow Holder shall release$100 of said monies to Seller as and for independent consideration for Sellers'execution of this Agreement and the granting of the contingency period to Buyer as herein provided. Such independent consideration is non-refundable to Buyer but shall be credited to the Purchase Price in the event that the purchase of the Property is completed. 6�—FinaRcinr�-CoRiFricterwy.{�trske�C-R©t-app7isa Wey. —�-1-Tis-offer-is-�onhRgen#-upon-Buyer-tslalaining-fromaa-insurance-eompaRy�naRoiatiRslilutioR-or-olheNeratler;asoRtmitmenFto-leRd4a�uyer: a-sum-equakto-at4east�_ ------=�-oF-Fan-RursF�ase-Rrise,�tsous-ceasenatily-acseptabla-to-Buyer:-Suc3a-7Daft-f'flew-Loan'-}-sshalf-ba-sesur@d by a firth teAgage eR the Resper#y.If4his-Agreocaen400vidss fMen 1t s.",a:;.:sv@ the r ght to Rpprnve thu terms of t€e taw L{aneller age l haverdays#wmeceipFOG ittie corn taktment-seiliR €orttt i#ie prapased Forms nF�ae�lew -0art to apprave�r�fisapprove-o€-such-pr©posed-term&-1€-Seller-#ails-to-Fiotk€y-€-ssroiti-Halder:-iR-writing-af-µse�isapprovaf-w3itiiin-said-Z-days-il-shall-ba cenGlu&valy-presumed-trrRs-a€-the Tens-.4-.;��^-^.. �-d-�-oaj@f-i1f?F@by-agr@25-le-dllii,�eriity-pHFSH@-@btalRlRg-ihB-Ne 1-to-notify i @ttBF-in writing-within-•----------�dayr>-fopowinc,}-thc Date-vf-Ac�rl�anfent tFiat-the-New Dan-has ot�eetwblalRttdrit-sl}all-be-coitclusivety-pro umed iha�-Buya"a"itM")bta ined-said44 ow-L-aa n-o r-has-wa ived4 h i s-N ew-Loan-contingency, �{ Ff after dui diligence 8vyenshal!notify is Br©ker �srow HolderandSeger n lin wilpin4hedime-specified-in-paragrap4-5.2-hereof-that BuyeF-has-nol-obtained said Nevi Loa lht5 4greemeni halt be tea iiaated ono Boyar leaµtis @ntiµed€o-the prompt return of the 9epss l plusapy interest-earrted�hereon�ess-0nly Escrow�falder-and-Title 6ompany-cancella#ion-feesand-sosfs-wklish-6uyer�halt-pay- G,----yeller-Financing-(Rirrsttase-M9ney�J©te}--(Sfnka+f-rte€app7isaolsy 6.1 if Se IeF stet€-prevK41.o4r-i^tea^t4ripaid^ at at,,o-ra4,-of - ----�------>.,-par-annum-wilkt-principal-antl-it#terast-paidas-follow` Abe-P�rrrhase-Money-Nolo-and-Rurshass-RAoRey-Deed-0f-Trus1--5laalt-Ere-ea-th,�-e.,^.•^.^rel-fnnRs-ssmmQnly-usod-by-Escrow-HoEdar,-and-be-junior-and su bordt ria te-only-io-the��:is€frig-Nake{a}a riff lsFstie-Nevs�oan�xpressiy�sa li ed-for-tiy-th'ss-Ag reeriae nt: --fi-t-'1:he-Rurchasa-Money-�Nolean<#lor�#he-Purchase-Money�eed-0Frust-shaltsontain-pravisions�regarding-the-#ollowing-{see-also-parageaph. Via}--Prepayrrrerrt-Principal-may-beprepaid n-Male-oran-pariat-any-tlRae-without-penalty, Whe-optien-of-the-Buyer; ^r�,n..;n n i^ro:�N�.. :,F-r;n. �n� tits-4�At 6H8-a s 1-iRteFe51--8F nth 5-RBf-{nsdo-withia -'mato G,r�� o o.�lt-f�e pays h resi�e Ry paYmem srpa, r charge �Q•day5-a€tBFlF+S-dHL, -�---------(c)--•-Ace-OR-Sale-7R�t1@-event-Fhe-Boyar-selEs-<+NraRsferstiµeaa-tf3o-Rrepacty�r-aRy�arYieR-t hereof-than-€haSell eamay-at-5e ller�ptiork :cg'`�"ry�a.'ire-unpaid-Fralansi>�€-said-I+Fate-l�L+a-pain-iq-trill- -- 6 3 I€the Riarshase�laney�eed !-T ust s4c� �° ordinate to Other nano ng C crow tioldeFsha€E at Buyers expense-prepare-and-Fesor"P Sellers beiialfa-requesF-for-Rothe-of-de€ault-antllor-sale-vrilh-regard-ioea6h-mortgage-ar-dead-of-irrisats-wp€st�it�++il�be-satisrdiFiate- —6.4---WARNtNG4-GALIFORNt -LAW_DOES-NO7r L-LOW-DEFtGIENCY-JUDGET,LENTS-ON-SE€-L-Etc-FINANGFNC--tF:�-BU*E-R-l1L-T4RM1ATE-t�Y DEFAUL-TS-ON-TNE-LOAN,SELLER'w-SOLE,-REME4Y-1S XO-FORE-0 O E-OWTHE42RORERTY-- S-d-�8lte b-95J1iQ.31iBF-lB-prgWda.,�fi^^,v ^LI '^^ 6Bn4ilioo-43Uyer-to-provid8-�a :current-€}nansiai-siat@maRt-and copies rit-its-FederaHfax-returns-for-Et3e-last-3-yearsaa-SelleF-within-#&days-f©Ilewing4he-bate-0t-Agreamenl�allar-teas a9-days-FellewiRc-resaipt f-stwh-do+ teRfakeri-Se-Sa90yL-ilself-vr:th-Fog aFd-fe-Buyer's-fPa3i5ia1-9 PARiea-a^^r t� Rol-8uye�riaRciaLseRditioR�sasseplabta--lf�elleF-fails-lo-ndlify-Escrow-Holder-ia-writing;-ol-tire-disap{3rovaf of this-semingensy-v+tt#ta-said4ime perioi#-ri-shalt-he:conctusivaiy-pressrmatl-lhalSellea-hasapproved-6uyer�f nanciatsoadition--tf-5aifer is-nat�atrsfied�vith-Buy@�Ranciat cc+nditioR-ar f€3uysr lails to dekver--the required docutmmta4Gn thea-Sell ay n^ ti ^w#oldo ,n-v:Rivag that eileF Fiaaaeingititll RSFse ova table and E�uyer s11aiE-reeve-the-option;-within--l0-days-of-lkte-race#pt--of-such-ROFise-ta-5ither-t@rmiRale-this-IFaRsastioR�rF--ts-pnrshasn-1ha-Rrsperay-vdlhout�eller financing 1f 6tiyer fails tololify Erciw Mold�F wtlaiFi Said4irrte psndd sf�Fs�l�sl on to-lerruinata Ibis lrarisaslion then Boyer shal4 be canslusively pFesuraSd Ee have et®sted to F;.mk@sc'moo.^p r.^rte^mac^Ilse fnaRs ng. l Rtryer elecio lo-teaRina#a Buy er's-Depas4 shall beresided-less-T 0e Gonipany-and-Escrow icolder-caaseilation-fees-and-costs;alWf�ahisli shad-be-Buyer3 obRr�at4on 7. Real Estate Brokers. 7.1 The follovring real estate broker(s)("Brokers")and brokerage relationships exist in this transaction and are consented to by the Parties(check the applicable boxes): {�- Epresents-Seller-exoiusive3y{-'Se€IedsSFoker ✓� inland- Ernoire Commercial Real Estate, Inc. represents Buyer exclusively("Buyer's �-- praseRts-both-SelleFastd-igtiyef-F6uat-,4geRsy'} The Parties acknowledge that otherthan-the;Brokers listed above;there Bre no other brokers representing thePartiesor due any fees andlor" commissions under this Agreement. See paragraph 24 regarding the nature of a real estate agency relationship.;Buyer strai use the sewisas of Buyers BrekeF exetae-R+epar- 4;;;-44;;; -date #nseBeil-€or-re€ereRre-purposes-aFP#e-tepaf-pager 7.2 Buyer and Seller each represent and warrant to the other that helshelit has had no dealings with any person,firm,broker or finder in connection with the,negotiation of this Agreement andlor the consummation of the purchase and sate-contemplated herein,other than the Brokers named in paragraph 7.1,and no broker or other person,firm or entity,other than said Brokers Ware entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such Party.Buyer and Seller do each hereby agree to indemnify,defend,p tec and hold the other harmless from and against any costs,expenses or liability for compensation,commission or charges which may be claimed b a broker,finder or other similar party,other than said named Brokers by reason of any dealings or act of the indemnifying Patty. ; PAGE 2 OF`8 INITIALS IN I 02088-A1R COMMERCIAL REAL ESTATE ASSOCIATION FORM OFAL70-11114E 8: Escrow and Closing, 8.1 Upon acceptance hereof by Seller,this Agreement,including any counteroffers incorporated herein by the Parties;shall constitute not only the agreement of purchase and sale between Buyer and Seller,but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow.Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein.Subject to the reasonable approval of the Parties,Escrow Holder may,however,include its standard general escrow provisions. 8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers,Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers,in writing,of the date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement,applicable law and custom and practice of the community in which Escrow Holder is located,including any reporting requirements of the Internal Revenue Code.In the event of a conflict between the law of the state where the Property is located and the law of the state Mere the Escrow Holder is located,the law of the state where the Property is located shall prevail. 8.4 Subject to satisfaction of the contingencies herein described,Escrow Holder shall close this escrow(the"Closing")by recordings general warranty deed(a grant deed in California}'and the other documents required to be recorded,and by disbursing the funds and documents in accordance with lois Agreement. 8.5Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary:transfer taxes. Seller shall pay the premium for a.:standard coverage ownersor joint.'protection policy of title:insurance. (See also paragraph 11) 8.6 Escrow Holder shall verify that all of Buyers contingencies have been satisfied or waived prior to:Closing.The matters contained in paragraphs 9;1 subparagrapbs(b),(c);(d),(e);(g),(i),(n),and(a),9.4;9.5,12,13,14,16,,18,20,21,22,and 24 are,however.matters of agreement between the Parties only and are not instructions to Escrow Holder. 8,7 If this transaction is terminated for non-satisfaction and non-waiver of a Buyers Contingency,as defined in paragraph 9:2,then neither of the Parties shall thereafter have any liability to the other under this Agreement xeepFtrtll;e exsenl-0f a reach ofany aifirrr+abve-covanaat orwarramy�n this-Agreement.In the event of such termination,Buyer shall;subject to the provisions of paragraph 8:10;be promptly refunded all funds deposited by Buyer with Escrow Holder,less only the$100 provided for in paragraph 4:4 and the Title 6ornpany and E3srawlaeldec ssaesllatiewJees aadr©sts all of whiEh siiall tie avers atilgaiivn. iflthis'transacticn is terrttinated as a result of Sellers breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellation fees and costs: 8.8 The Closing shall occur on the Expected Closing Dale,or as soon thereafter as the Escrow is in condition for Closing;provided,however, that if the Closing does not occur by the Expected:Closing Date and said Date is not extended by mutual instructions of the Parties,a Party not:then in default under this Agreement may notify the other Party,Escrow Holder,and Brokers,in writing that,unless the Closing occurs;within 5 business days Toltowing said notice,the Escrow shall be deemed terminated without further notice or instructions. 8,9 Except as otherwise provided herein,the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holders fees and costs or constitute a waiver,release or discharge of any breach or default that has occurred in the performance of the obligations, agreements,covenants or warranties contained therein.` 8-1(NF-€ttie-sale-of-the-Rraperty-is-eat-consw@mated-feFany�easea-oll�er-than-Satter=s-breastr-or-default-lhesti-at Sellers-roquest,-ands-a rendition-to-any-obligation-toselur�Buyaa's-deposit(see-paragrapfa-2�}-Buyar-shall-wilhiri-5-days-a€Fer--vnilFen-request�e8ver-Fa-Sellarat�o-charge;. aepie^of all F. y eR9 seer to#aFT sit Faparte caps,master plans,feasibility s€udies, nd-ot er-similar-oaritt kY of isr oyer Thal pertain-ta-the-Property,-Rrgvidad�owever-;Ihal�uyer-spalMet be-required-lo-deliver-any-such�eport-iT-Fha-walteA�salrastv+.�isk+-Buyer-entered-imo vn#lt-llae-co#sultaat�°�ha-prepared-sFrch-report-5pecifical ly-forbids-Ih e-cli 5seminaiior�-oT-t#eiepofi�o-ethers- 9. Contingencies to Closing. 9,1 The Closing of this transaction is contingent upon tho tuma in the avmched Add_ndurn"h"nnil'the satisfaction or waiver of the following contingences, IF BUYER FAILS TO NOTIFY ESCROW HOLDER,IN WRITING,OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN,IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM,MATTER OR DOCUMENT.Buyers conditional approval shall constitute disapproval,unless provision is made by the Seller within the time specified therefore bylhe Buyer in such conditional approval or by this Agreement,whichever is later,for the satisfaction of the condition imposed by the Buyer.Escrow Holder shall promptly provide all`Parties with copies of any written disapproval or conditional approval which it receives.With regard to subpamgraphs:(a) through(m)the pre-printed time periods shall control unless a different number of days is inserted in the spaces provided. (a)Disclosure.Seller shall make to Buyer,through Escrow;all of the applicable disclosures required by law(See AIR Commercial Real Estate Association("AIR')standard form entitled"Sellers Mandatory Disclosure Statement")and provide Buyer with a completed Property Information Sheet("Property Information Sheet")conceming the Property,duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 er- days following the Date of Agreement.Buyer has 10 days from the receipt of said disclosures to approve or disapprove the matters disclosed. (b)Physical Inspection: Buyer has 40-or 30 days from the reseip-�perly4nfocmation-Sheat-or-4ine Date of Agreement, w Nh hevernis:later:to satisfy itself with regard to the physical aspects and size of the Property. (c)Hazardous Substance Conditions Report.Buyer has 30 of days from the the Date of Agreement,whichever-ie-latef,to satisfy itself with regard to the environmental aNpects of the Property.Seiler recommends that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties;Any such report shall be paid for by Buyer.A "Hazardous Substance"for purposes of this Agreement is defined as any substance whose nature andlor quantity of existence,use,manufacture, disposal or effect.render it subject to Federal;state or local regulation,investigation,remediation or removal as potentially injurious to public health or welfare.A"Hazardous Substance Condition"for purposes of this Agreement is defined as the existence on,under or relevantly adjacent to the Property of a Hazardous Substance that wrould require remediation and/or removal under applicable Federal,state or local law. (d)Soil Inspection,Buyer has 30 or- days from the receipt o€Ltle�roperty lnfarmat cin Meet or-true Dale of Agreement,whicheveras later,to satisfy itself with regard to the:condition of the soils on the Property..Seller:recommends that Buyer obtain asoit test report.Any such report shall be paid dor by Buyer.Seller sha13 provide Buyer copies of any soils report that Seller may have within 10 days of the Date of Agreement (e) Governmental Approvals. Buyer has 30 or days from the Date of Agreement to satisfy itself with regard 90 approvals and permits from governmental-agencies or departments which ha_ve or may have jurisdiction over the Property and which Buyer deems necessary or desirable in connection with its intended use of the including,but not limited to,permits and;approvals required with respect to zoning, planning,building and safety,fire;police,handicapped and Americans with Disabilities Act requirements,transportation and environmental matters. NOTE:Past uses of the Property may no longer be allowed.In the event that the Property must be rezoned,it is Buyers,reponsibitiiy to obtain the rezoning from the appropriate government agencies.Seller shall sign all documents Buyer is required to file in connection with rezoning,conditional use permits and/or other development approvals. (f)Conditions of Title.Escrow Halder shall cause a current:Frclmlrary rt3cFZe.rorcarcifor commitment for title:insurance('Title:Commitment") conceming'the Property issued by the Title Company,as well as,legible copies of all documents referred to in the Pr:hninrry7,t e K�I*rc ardrer Title Commitment("Underlying Documents"),and a scaled and dimensioned plot showing the location of any easements to be delivered to Buyer within 10 cir days following the Date of Agreement. Buyer has 30 days from the receipt of the Freiin+r;iy rit s Rdt3r,,and/ 'Title Commitment, the Underlying Documents and the plot to satisfy,itself with regard to the condition of title.The disapproval by Buyer of any monetary encumbrance, which by the terms of this Agreement is not remain against the Property after the Closing,shall not be considered a failureof this contingency.as Seller shall have the obligation,at Sellers expense,to satisfy and remove such disapproved monetary encumbrance at or before the Closing. (g)Survey.Buyer has 30,r days from the once of erc,.m n€andfor receipt of the Fre€in,�naiy'W! P.crart nnfiJrn Title Commitment and Underlying Documents to satisfy itself with regard to any ALTA title supplement based upon a survey prepared to American Land Title Association ("ALTA")standards for an owners policy by a licensed surveyor,showing the legal description and boundary lines of the Property,any easements of record,and any improvements,poles;structures and things located within 10 feet of either side of the Property boundary lines:Any such survey shall be prepared at Buyer's direction and,expense.if Buyer has obtained a survey and approved the ALTA title supplement;Buyer may elect w ilhinthe period allowed for Buyers approval of a survey to have an ALTA extended coverage owners form of fitle policy,in which event Buyer shall pay any additional premium attributable thereto. (h)Existing Leases and Tenancy Statements.Seltershall within 10 aF-days of the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases,subleases or rental arrangements(collectively,"Existing Leases")affecting;the Property,and with a tenancy statement("Estoppel Certificate")in the latest form or equivalent to that published by the AIR,executed by Seller andlor each tenant and subtenant of the Property.Seller shall use its best efforts to have each tenant complete and execute an Estoppel Certificate.If any tenant fails or refuses to provide an Estoppel Certificate then Seller shall complete and execute an Estoppel Certificate for that tenancy.Buyer has 10 days ro the receipt of said Existing Leases and Estoppel Certificates to satisfy itself with regard to the Existing Leases and any other tenancy issues. (I) Owner's Association. Seller shall within 10 or- days of the Date of Agreement provide Buyer with a Statement r er l PAGE 3 OF 8 INITIALS ! I IALS @2008-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFAL10.11114E package from any owner's association servicing the Properly.Such transfer package shall at a minimum include:copies of the association's bylaws; articles of incorporation,current budget and financial statement Buyer has 10 days from the receipt of such documents to satisfy itself with;regard to the association. (J)Other Agreements.50or osnteo thot there are no outer adreement known to Seller thatwi€I affect the Property after Cloo€nq: Se##eY-shall-within-l0-or—_ ---•--•-days-of-ihe-0ate-of-Agreement-praysde-t3uye-wrlh-tegihle-copies-of-all-other-agreements-{-Other-�lgrc=aments"-) :kaswn-la-Seilafi1`10t V to satisfy-itself--wil3a-regard-ie su4Agreerraents- (!;)Fiaaq 9capt 5 hereat deakeg vv tk a financing-contingency has-riot-been skislteia the satis(asl#an-cr-wa:var^rte•^�n ecoan corlmgeney- (I)Existing Notes.If paragraph 3.1(c)has not beenstricken,Seller shall within 10 or---days of the Date of Agreement provide Buyer with legible copies of the Existing Notes,Existing Deeds of Trust and related agreements(coileclively,"Loan Documents")to which the Property will remain subject after the Closing: EscrowHolder shall promptly request from the holders of the Existing Notes a beneficiary rstatement ("Beneficiary Statement')confirming:(1)the amount of the unpaid principal balance,the current interest rale,and the date to which interest is paid;and(2)the nature and amount of any impounds held by the beneficiary in connection wilh such loan,Buyer has 30:or-- days from the receipt of the Loan Documents and Beneficiary Statements to satisfy itself with regard to such financing.Buyer's obligation to close is conditioned upon Buyer being able to purchase the Property without acceleration or change in the terms of any Existing Notes or charges to Buyer except as otherwise provided in this Agreement or approved by Buyer,provided,however,Buyer shall pay the transfer fee referred to in paragraph 3.2 hereof.Likewise it Seller is to carry back a Purchase Money Note then Seller shall within.10 ar days of the Date of Agreement provide Buyer with'a copy of the proposed Purchase Money Note and Purchase Money Deed of Trust. Buyer has 10 or_ days from the receipt of such documents to satisfy itself with regard to the formand content thereof.. (m)Personal Property.In the event that any personal property is included in the Purchase Price.Buyer has 10 or 30 days from the Date of Agreement to satisfy itself with regard to the title condition of such personal property.Seller recommends'that Buyer obtain a UCC-1 report.Any such report shall be paid for by Buyer.Seller shall provide Buyer copies of any liens or encumbrances affecting such personal property that it is aware of within 10_or days of the Date of Agreement. (n)-Oesiructfon,Damage or Loss.Subsequent to the Date of Agreement and prior to Closing there shall not have occurred a destruction of,or damage or toss to,the Property or any portion thereof,from any cause whatsoever,which would cost more than$10,000.00 to repair or cure.if the cast of repair or cure is$10,000.00 or less;Seller shall repair or cure the loss'pdor to the Closing.Buyer shall have the option,within 10 days after receipt of written notice of a loss costing more than$10,000.00 to repair or cure,to either terminate this Agreement or to purchase the Property notwithstanding such loss,but without deduction or offset against the Purchase Price,If the cost to repair or cure is more than$10,000,00,and Buyer does not elect to terminate this Agreement,Buyer shelf be entitled to any insurance proceeds applicable to such loss.Unless otherwise notified in writing,Escrow Holder shall:assume no such destruction,damage or loss has occurred prior to Closing, (a)Material Change.Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change."Material Change"shall mean a substantial adverse change in the use,occupancy,tenants,title;or condition of the Property that occurs after the date of this offer and prior to the Closing.Unless otherwise notified in writing,Escrow Holder shall assume that no Material Change has occurred prior to the Closing: (p)Seller Performance.The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by'Seller under this Agreement. (q)Brokerage Fee.Payment at the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder executed by Seller Buyer and Brokers("Brokerage Fee").It is agreed by the Parties and Escrow Holder that Brokers are a third parry beneficiary of this Agreement insofar as the Brokerage Feeds concerned,and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement.without the written consent of Brokers. 9.2 All of tate contingencies specified in subparagraphs(a)through(m)of paragraph 9,1 are for the benefit of,and maybe waived by,Buyer,and may be elsewhere herein referred to as"Buyer's Contingencies." 9.3 If any of Buyers Contingencies or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner ("Disapproved Item"),Seller shall have the rightwithin 10 days fallowing the receipt of notice of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Dale("Seller's Election").Seller's failure to give to Buyer within such period,written notice of Sellers commitment to cure such Disapproved item an or before the Expected Closing Date shall be conclusively presumed to be Sellers Election not to cure such Disapproved Herr,H Seller elects,either by written notice or failure to give written notice,not to cure a Disapproved Item,Buyer shall have the right; within 10 days after Sellers Election to either accept title to the Property subject to such.Disapproved Item,or to terminate this Agreement.Buyer's failure:to notify Seller in writing of Buyer's election to accept title to the Properly,subject to the Disapproved Item without deduction or offset shall constitute Buyer's election to terminate this Agreement.The above time periods only apply once for each Disapproved Item.Unless expressly provided otherwise herein;Seller's,right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the Financing Contingency.Unless the Parties'mutually instruct otherwise,if the time periods for the satisfaction of contingencies or for Sellers and Buyers elections would expire on a date after the Expected Closing Date,the Expected Closing Date shall be deemed extended for 3 business days following the expiration of:(a)the applicable contingency period(s);(b)the period within which the Seller may elect to cure the Disapproved Item,or(c)if Seller elects not to cure,the period within which Buyer may elect to proceed with this transaction,whichever is later. 9.4 The Parties acknowledge that extensive local,state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of Hazardous Substances.The determination_of the existence of a Hazardous Substance Condition and the evaluation of the impact of such a condition are highly technical and beyond the expertise of Brokers.The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties,and Buyer and Seller are not relying upon any investigation by of statement of Brokers with respect thereto.The Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective interests herein. 10-. Documents Required ator Before Closing., 10,1 Five days prior to the Closing date Escrow Holder shall obtain an updated PrOm nary tido Rcl ond:or Title Commitment conceming the Property from the Title Companyand provide copies thereoflo each ofthe Parties. 10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing: (a) Grant or general warranty deed,duly executed and in recordable form,conveying fee title to the Property to Buyer. (b) If applicable,the Beneficiary Statements concerning Existing Note(s). (c) If applicable,the Existing Leases and Other Agreements together with duly executed assignments'thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessors Interest in Lease form published by the AIR or its equivalent: (d}i f-agpltca lois,-Estappai-(:erii 6cates-exscu led-by-lettere ndlaNhe�scaa nt(sl-of-khe�roperty (e)An affidavit executed by Seller to the effect that Seller is nota"foreign person"within the meaning of Internal Revenue Code Section 1445 or successor statutes.If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3'business days prior to the Closing; Escrow Holder shall at the Closing deduct from Setters proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers. (f)If the Property is located in California,an affidavit executed by Seller to the effect that Seller is not a nonresident"within the meaning of California Revenue and Tax Code Section 16662 or successor statutes.If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least business days prior to the Closing,Escrow Holder shall at the Closing deduct from Sellers proceeds and remit to the Franchise Tax Board such sum as is required by such statute: (g)1"pplisablo,a bill of sale,duly executed,conveying title to any included personal property to Buyer. (h)If the Seller is a munlcipalty.minutc'dctlon of U clty council corps"^"^^:a dl^ ^^m"^d gol^rate resoli itiea authorizing the execution of this Agreement and the sale of the Property. 10.3 Buyer shall deliver to Seller through Escrow: (a)The cash portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder,by federal funds wire transfer,or any other method acceptable to Escrow Halder in immediately collectable funds,no later than 2;00 P;M,on the business day prior to the Expected Closing Date provided;however,that Buyer shall not be required to deposit such monies into Escrow if at the time set for the deposit of such monies Seller is in default or has indicated that it will not perform any of its obligations hereunder. Instead,in such circumstances in order to reserve its rights to proceed Buyer need only provide Escroww ilh evidence establishing that the required monies were available. (b)If a Purchase Money Note and Purchase Money Deed of Trust are called"for by this Agreement,the duly executed originals f documents,the Purchase Money Deed of Trust being in recordable form,together with evidence of fire insurance on the improvements in the a ` of i, PAGE 4 OF 6 INITIALS. 1 S ©2008•AIR COMMERCIAL REAL.ESTATE ASSOCIATION FORM OFAL10.11114E the full replacement cost naming Seller as mortgage loss payee;and a real estate tax service contract(at Buyers expense);assuring Seiler of notice of the status of payment of real property taxes during the life of the Purchase Money Note. (c)The Assignment and Assumption of Lessors Interest in Lease form specified In paragraph 10,2(c)above,duly executed by Buyer. (d)Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements. (a}Jf-appl:sable-a�r�ritienassnmptson-duly-eaceculadmy-BuyaGoE-the-loai�tlocuments-witf3 respect€u Ezisting�Jotes (t)If the Buyer is a corporation,a duly executed corporate resolution authorizing the execution or this Agreement and the purchase of the Property: 10.4 At Closing,Escrow Holder shall cause to be issued to Buyer a standard coverage(or ALTA extended,if elected pursuant fo 9.1(9))owner's form policy of title insurance effective as of the Closing,issued by the Title Company in the full amount of the Purchase Price,insuring title to the Property vested in Buyer,subject only to the exceptions approved by Buyer.Intoe event there is a Purchase Money Deed of Trust in this transaction; the policy of title insurance shall be a joint protection policy insuring both Buyer and Seller. IMPORTANT:IN A PURCHASE OR EXCHANGE OF REAL PROPERTY;IT MAY BE ADVISABLE TO 013TAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE:THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR .INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.. 11. Prorations and Adjustments. 11,1 Taxes,Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing,based upon the latest tax bill available The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior lathe Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill. 11;2 Insurance. WARNING:_Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to Obtain; appropriate insurance to cover the Property. 11.3 Rentals,Interest and Expenses. Scheduled rentals,interest on Existing Notes,utilities,and operating expenses shall be prorated as of the date or Closing.The Parties agree to promptlyadjust hetweenthemselves outside of Escrow any rents received after the Closing, 11.4 Security Deposil.Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing 11.5 Post Closing Matters.Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties' by appropriate cash payment outside of the Escrow when the amount due is determined; 1-fi--Uarafrans-irs-€�saNng-W©fe-Ba+an5es-Iia-1he$veaHha t-l3uyeris-pxrcfiasirig]ki&-Rrapody-su llj est-to-a n-E�nisting-Deed-oT-Trcrsl4s}-a oder-the eveAt-that-a-8 anaficiary-5ta to mart-as-lo-F tae-applisa lite-E-zi sting-�#afa(s}-disslosesahai-1pe-unpaid--pnnci{�aal-tra lance-o€-such-Foci sting-Nota(s}-aHlae elbsirig�v 71 be u d€e o�less than tba amour�i sof-forth in paragraph.3 3{s)-hereof{"Existing-Note-Variation'l,'� "gin h"urshase-Money-Notef*shati-be retlused�insreased�y�n-amouiaf-equal ts-such-Exislssrg-Nole�rariation-IFiliere-is-to-be-no-Rurraaase-l>�eney-Note-thesash-�equired�i�ha-Gtasirag per paragraptk3 4(a#-shall-ba�redcuad-o�iracreased-by-the-arnounl-of-suoh-E-Kisting�lota-llarialiea- '' "a aFiens i Plow goon-Batansa tai tlae�veni Buyawis obtaining aNew-L-oar and 111e amounH+itimately obtained exseedsapeameuntset foHt�-in{iaragrapfi.5-�-thea-fheam©uatot-1he�rshasaMoaey�Sote-ifaey-shall-baxaduoed-bydhe-amour€-ofsucla excess 11.8 Owner's Association Fees.Escrow Holder shall:(i)bring Sellers account with the association current and pay any delinquencies or transfer fees from Seller's proceeds,and(it)pay any up front fees required by the association from Buyers funds: 12. Representations and Warranties of Seller and Disclaimers. 12,1 Sellers warranties and representations shall survive the Closing and delivery of the deed for period of 3 years,and any,tawsultor action based upon them must be'commenced within such gime period. Seller's warranties and representations are true,material and relied upon by Buyer and Brokers in all respects.Seller hereby makes the following warranties and representations to Buyer and Brokers: (a)Authority of Seller.Seller is the owner of the Property andlor has the full right,power and authority to sell,convey and transfer the Property to Buyer as provided herein,and to perform Sellers obligations hereunder, (b)Maintenance During Escrow and Equipment Condition At Closing.Except as otherwise provided;in paragraph 9.1(n)hereof,Seller shall maintain the Property until the Closing in its present condition,ordinary wear and tear excepted. (c)Hazardous Subsfances/StoragoTanks.Seller has nd knowledge,except as otherwise disclosed to Buyer in writing,of the existence or prior existence on Property of any Hazardous Substance;nor of the existence or prior existence of any above or below ground storage tank. (d)Compliance.Seller has no knowledge of any aspect or condition of the Property which Violates applicable laws,rules,regulations,codes or covenants,conditions or restrictions,or of improvements or alterations made to the Property without a permit where one was required,or of arty" unfulfilled order or directive of any applicable govemmental agency or Casualty insurance company requiring any investigation,remediation,repair, maintenance or improvement be performed on the Property. (e)'Changes in Agreements,Prior to the Closing,Seller will not violate or modify any Existing Lease or Other Agreement.or create any new eases or other agreements affecting the Property;without Buyers written approval,which approval will not be unreasonably withheld. (t7 Possessory Rights.Seller€1as no knowledge that anyone will,at the Closing,have any right to possession of the property,except as disclosed by this Agreement or otherwise in writing to Buyer. (g)Mechanics'Liens.There are no unsatisfied mechanics'ormaterialmens'lien rights oncoming the Property, (h) Actions,,Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings'pending or threatened before any commission;board,bureau,agency,arbitrator,court or tribunal that would affect the Property or the right to occupy or utilize same. (I)Nofice of Changes,Seller will promptly notify Buyer and Brokers in writing of any Material Change(see paragraph 9.1(o))affecting the Property that becomes known to Seller prior to the Closing Ij)'No Tenant Bankruptcy Proceedings.Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding. (k)No Seller Bankruptcy Proceedings,Seller is not the subject of a bankruptcy,insolvency or probate proceeding (1)Personal:Properly, Seller has no knowledge that anyone will,at the Closing,have any right to possession of any personal property included in the Purchase Price,nor knowledge of any liens or encumbrances affecting such personal property,except as disclosed by this Agreement or otherwise in writing to Buyer. 12.2 Buyer hereby acknowledges that,except as otherwise stated in this Agreement,Buyer is purchasing the Property in its existing condition and will,by the time called forherein,make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in,and its contemplated use.of,the Property:.The Parties acknowledge that,except as-olherWse.stated in this:Agreement.no representationsinducements; promises,agreements,assurances,oral or written,concerning the Property,or any aspect of the occupational safety and health laws; Hazardous Substance laws;or any:other act,ordinance or law,have been made by either Party or Brokers,or relied upon by either Party hereto, ln4he-eventAba€�Buy4aNeafns4hal-a-Sellar�epcesealation-ewrarranty-mic�pl-be-untrue-prior-to-lhaClosing-and-8uye atecis-ta-paroleesa-tiae Property-anyway-llren-and-irE-IhaL-event,-Buyer-waives-any-rirjht ihaR it may-taave-fa7anncT-an-action-0r-praceediilg against�ellewr-BFokers-regarding said�epreserataii©n-awrarra+tiiy: 12.4 Any environmental reports, soils reports,surveys,feasibility studies,and other similar documents which were prepared;by third party; consultants and provided to Buyer by Seller or Seller's representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency,accuracy,completeness,and/or validity of said documents,all of which Buyer relies on at its own risk. Seller believes said documents to be accurate,but Buyer is advised to retain appropriate;consultants 10 review said documents and investigate the Property. 13. Possession, Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Existing Leases. 14, Buyer's Entry, At any time during the Escrow period, Buyer,and its agents and representatives,shall have the right at reasonable times and subject to rights of tenants,to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted,however,without Sellers prior approval whichshallnot be unreasonably withheld.Following any such entry or work,unless otherwise directed in writing by Seller,Buyer shall return the Property Yo the condition it was in prior to such entry or work,including the recompacticn or removal of any disrupted soil or material as Seller may reasonably direct.All such inspections and tests and any other work conducted or materials fumished with respect lothe Property by or for Buyer shalf be paid for by Buyer as when due and Buyer snall indemnify;defend;protect and hold harmless Seller and the Property of and from any and all claims,liabilities,tosses,expenses(including reasonable attorneys'fees),damages,including those for injury to person or property,arising out of or relating to any,such work ormaterials or the acts or omissions of Buyer,its agents or employees;in connection therewith, 15. Further Documents and Assurances. The Parties shall each,diligently and in good faith,undertake all actions and procedures reasonably'required to place the Escrow in Condit! f r' Closing as and when required by this Agreement.The Parties agree to provide all further information,:and to execute and deliver all further do s, reasonably required by Escrow Holder or the Title Company. PAGE 5 OF 8 INITIALS 1 TIALS @)2008-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFALiO-11114E 16. Attorneys'fees, If any Party or Broker brings an action or proceeding(including arbitration)involving the Property whether founded in tort,contract or equity,or to declare rights hereunder,the Prevailing Parry(as hereafter derined)in any such proceeding,action,or appeal thereon,shall be entitled to reasonable attorneys'fees.Such fees maybe awarded in the same suit or recovered in a separate suit,whether or not such action or proceeding is pursued to decision orjudgment.The term"Prevailing Party'shall include,without limitation;a Party or Broker who substantially obtains or defeats the relief sought,as the case may be,whether by compromise,settlement,judgment,or the abandonment by the other Party or Broker of its claim or defense. The attorneys'fees award shall not computed in accordance with any court fee schedule,but shall be such as to fully reimburse all altomil fees reasonably incurred, 17. Prior AgreomentslAmendments, 17A This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property. 17.2 Amendments to this Agreement are effective'only if made in writing and executed by Buyer and Seller. 1I1--Broker-s-Rights: ' '44 '4hissaleasnot-.onsummate"u"oAh"efauitol-either4tie-Buyer-or-Seller;-Eh"efaulting4�arty-shallbe-ttable4o-an"ha#i- y-to-Brokers iha8rakecage-tae tpai 8rekarswotsl9 ave ese ved taaci the sale baea 6onstiraraated-lf f3aFyeF is the defaalting party, ayiaeai All 6 o 6;akerago-€ea is-in-addition-lo-any-0bligallon�wi Eh-re spesf-to-1 iquidaied-o r-©then-damage s �S-2-N p©rtiihe-Glossng-brake rs-are-a utholaiatl-Iapublici zeI he-fastsoGlhi si ra nsaclio n. 19. Notices. 19.1 Whenever any Party.Escrow Holder or Brokers herein shall desire to give or serve any notice;demand,request,'approval,disapproval or other communication;each such communication shall be in writing and shall be delivered personally,by messenger,or by mail,postage prepaid,to the address setforth in this agreement or by facsimile transmission,electronic signature;:digital.signature,or email.' 19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered;or transmitted by facsimile transmission,electronic signature.digital signature,or email Any such`communication sent by regular mail shall be deemed given 48 hours after the .some is mailed. Communications Sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. If such communication is received on'a Saturday,Sunday or legal holiday,it shall be deemed received an the next business day.CommunlrAVoro by electronic mill oball be deemed dcilvcry on the data the electronlc mail la centpravldad atopy n aloo dcfvrrad via dcllvery or malt 19.3 Any Party or Broker hereto may from time to time,by notice in writing,designate"a different address to which,or different person or additional persons to whom,all communications are thereafter to be made. 20. Duration of Offer. 20.1 If this offer is not accepted by Seller on or before 5:00 P.M.according to the time standard applicable lathe city of Redlands, California —on'thedateof-Friday, December 18, 2015 it shall be deemed automatically revoked. 20.2 The acceptance of this offer,or of any subsequent counteroffer hereto,that creates an agreement between the Parties as described in paragraph 1.2,shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally accepting the last outstanding offer or counteroffer. 21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both Partied. THE PARTIES AGREE THAT;IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX,PRIOR TO SIGNING THIS AGREEMENT,THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE, SATISFACTION OR WAIVER OF ALL- CONTINGENCIES PROVIDED FOR"THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF sil 000.00 UPON PAYMENT 90f SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER,AND ANY ESC CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER, Buyer Initials 22--At2BtTRA7TOtJ-0E-{713P1�T�S-(phis-ArbiFratien sf-8isptifes;r3arar�raphas apptieable-enfy-il�nflralcu-lay lrelirParfies� X22 11 AOVE42,SY-A5-T94VNE-THE-R-SE�E-2-tS-£ LE-D-T l THE�t0JIDA-rrD AMAGE-9-ANDIO"t�-i--IS--E4VSI 4)-78 44EZPE43 N_01 NEY-&t^ ALL-BE-)E�INE44W-81N13 cRCIAJ_ Tu Al E44GAN ARBITRATIQ SG�ni ^rneannt{C,,tAY�aiIS9UEc^_l_AutalTneTrnr:.sasevls,l�c:cu n' ccucl n I.I rl� rhrin r_v-lnruRo -clf : RR9PET��'-1�5-LOGATE^.^''�SU6H-69NT1iAaFEFba1'-SMALL-E3E-ARE3l�R,4�En o�,o nR$lTRAXBR^ �9-�fi1.1AL1-6E-1MRARTEAL-REAL ESTATE�ROXWZS-VUIT,IAT �naT� t vegR.S-AF-F�1kk-TIME-E-XPPP�21E�+J6E-IIa89TJ=I F1l"ARE-.4311!!=iF�2E-TFF€-RR9RE��'�F l,!QQATF"ND: THE TYPE Gr. I AL EST-ATETunT�c Tum__coorro rG,G7-9F-TlilcrAGR MEAT:=l-1EYSHALL BE ARR91i3TE ERGIA RULES THE--AR43[TRATBRS--SHALL- HE-AR--AND--DE-T�MINE-SAID-GBNTRBVE4RSY-�000RDANGE--VV ,'-',-APRNGABLE-LAV4--TT-IE INTEt1}TION-©F-THE-RARTIES-AS-E-XPRESSED-dN-Tl4*-AGREEMENT-ANIS-ANY-AMENDME4T-I- " ERE-TO-AN€3-UPON-THE-EVIDE-NGE J�^ ,1 T:A�f:ArJ�_PITO IITf �l I�lCn CIAf . OAC A []IT Rn TIOIS, r1129011f RY SHAH OC rFR"ITTrD IN Ar`/`/lOfl^AI!`C: WITH TI.IC G9MME-RCIAL-RULES-9R CT�TC�_AW APRLIGABL-C-T9-AR7BgPAT40N-PROCEEDINGS:-rHE-AWARD--FHALL-BE-EXE-GUTED BY AT L&00 T OF.-THE , F-EES-ANE-GSTS44)--FHE-PRFAIAIL-ING-PARTY--PER-•PARAGRAPH46-4EP,E-0E-JUIJGME-NT-MAS'-B€-ENTERE-D OR-THE-AWARD-IN-AN-x GOUR€-9F-G8MP€TE44T4J=IRISDiGT19N-NGTl S JTH&T-ANDtNG-THE-FAIL-UR€-GF-A-RARW-DULY-4GTaF4E-D-9F-THE-ARBITRATION-HE-ARIt3G Tn�ooc-aTu -----22-2-BU-YER',- ESORT TO 9R-PAR-T46lPATSON-IN-SUCH-AR13WRAT40U-PROGEMNGS-SMALL-IsOT BAR-SUrr-4N_0,-GBURT OF: COMRE-T€TtT-JURIWI"GN-BYY-THE-BU`Y-E42-FOR-BAMRGES-ANDIOR-SPE�lF4G--RE4€BRNJ OE-INLE-S PNB-UNTJL Tk1E-ARBITRATION RESU E'- Lr PQ949AT;n-�.-�r.nM GRS ISIrnlylr r.: �I cllru n R-AGAMSTA `I� ASTI9N-Ba'BUa=ER-F-QR-DAMAGES-ANI)fGRSREGtF4G-K-RF-GRMANGE-. 22-'�-N=GE=BY-1NlTiALING-IN-THE-SPAGE-BET9W-YQU-ARE-AGaRr-E4 G-TQ HAVE-ANY DISP4.JT.E-ARISlN6-OUT-OF-TNE MATERS INCLUDE-134-T€11=A ITRATION OF DISPUTES"PROVISION DECIDED By NEUTRAL AWNTRATION AS PROVIDED By CALIFORNIA LA%Af ANDY-OU--ARE-GIVING-UP-ANS-RIGktTS-YOU-MIGH-'i'-POSSESS-TO-HAVE-THE--1);SPAJTE-UTIGATE-D4N-A-COURT-GR-JURYhTRIAh-- Y INJTTALJN51tr1-T44E-SRAGE-3EL4)SIV-Y-Q ARE-GWINGJJP-YOUR-JUDICIAL-RIGHTS-T9-DI-SGOVEW-AND-AR-RE-18-UNL-ES.S-.SUGH RIGHT&-ARE 912�:G49IGAl 4 ilarrl�^c^.IN4TtaF "ARIBITRATION OF PIRRI-ITES" PROVISION IF =11 REF1121; TO SUAWT To AGRlr�JNG-T�-THIS-RROS/ISI9N--Y-9U-MAS'-BG GOMPEUL-ED-T9-ARBIXRATE-iiNI�EF�7FiE-AUTHORI-Ta'-BF-TkIE7-F,ALIFBRNIA-GOI7E-DF-GtWL PROCEDURE-YGUR-AGRE£TAE-NT T9-THIS-ARBITRAT 04-PROVISION tS-V,DLUNTARx: SNE-I=iAVE-READ-AND-TSNDERSTRND-THE-FORE-GGiNG-AND-A6RE-E-T,DSUBMIT-Ds SRUT-ES ARISING-OUT-OF-T#IE-MAT•T�RS-JtiIGLUPE-D-iN T'JE=ARBITRATJ9N$E-DJSRUT-E-e"-P�gVI549N-To-NETITRAL-ARBFFRA719N- Buyer-lnitials Seller4nitiafs:. 23. Miscellaneous. 23,1 Binding)affect. Buyer and Seller both acknowledge that they have carefully read and reviewed this Agreement and each term an provision contained herein.In addition,this Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and re initialed by both of the Parties.Paragraphs 21 and 22 are each incorporated into this Agreement only initialed by both Parties at the timethe Agreement is executed. / PAGE 0 OF`8 INITIALS IN AL 02008-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFALID-11! 23.2 Applicable taw. This Agreement shall be governed by,and paragraph 22.3 is amended to refer to,the taws of the state in which the Property is located.Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initialed in the county in which the Property is located. 23.3 Time of Essence.Time is of the essence of this Agreement 23.4 Counterparts. This Agreement maybe executed by Buyer and Seller in counterparts;each of which shall be doemed an original,and all Of which together shall constitute one and the same instrument Escrow Holder;after verifying that the counterparts are identical except for the signatures;is authorized and instructed to combine the signed signature pages on one of the counterparts,which shall then constitute the Agreement. 23.5 Waiver ofJury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 23,6 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.Seller and Buyor'must initial any and all handwritten provisions. 23.71031 Exchange, Both Seller and Buyer agree to cooperate with each other in the event that either or both Wsh to participate in a 1031 exchange. Any parry initialing an exchange shall bear all costs of such exchange.The cooperating Party shall not have any liability(special or otherwise)for damages to the exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange. 23.8 Days. Unless olherwise specifically indicated to the contrary,the word"days"as used in this Agreement shall mean and refer to `calendar.days.. 24. Disclosures Regarding The Natu re of a Real Estate Agency Relationship. 24.1 The Parties and Brokers agree that their relationships)shall be governed by the principles set forth in the applicable sections of the California Civil Code,as summarized in paragraph 24,2. 24.2 When entering into a discussion with-a real estate agent regarding a real estate'transaction,a Buyer or Seller should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the Brokers in this transaction,as follows: (a)Seffes Agenb A Seller's agent under a listing agreementwith the Seller acts as the agent for the Seller only.A Seller's agent or subagent has the following affirmative obligations:(1)To the Seller.A fiduciary duty of utmost care;integrity,honesty,and loyalty in dealings with the Seller.(2) To the Buyer and the Seller. a.Diligent exercise or reasonable skills and care in performance Of the agent's duties.b.A duty of honest and fair dealing and good faith. c.A duty to disclose all facts known 10 the agent materially affecting the value or desirability of the property that are not known to,or withinthe diligentattention and observation of,:the Parties:.An agent is:not obligated to reveal to either:Party any confidential information:obtained from the other Party which does not involve the affirmative duties Bet forth above, (b)Buyer's Agent.A selling agent can,with a Buyers consent,agree to act as agent for the Buyer Only.In these situations,the agent is not the Seller's agent,even if by agreement the agent may receive compensation for services rendered,either in full or in part from the Seller.An agent acting Only for a Buyer has the following affirmative Obligations.(1)'To'The Buyer.,A fiduciary duty of utmost care,integrity;honesty,and loyalty in dealings with the Buyer.(2)To the Buyer and the Seller.a.Diligent exercise of reasonable skills and care in performance of;the agent's duties.b.A duly of honest and fair dealing and good faith.c,A duly to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the Parties.An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative'duties setforth above, (c)AgentRepresenfing Both Stiffer and Buyer.A real estate agent,either acting directly or through one or more associate license$,can tegaily be the agent of both the Seller and the Buyer in a transaction,butonly with the knowledge and consent of both the Seller and the Buyer.(1)In a dual agency situation,the agent has the following affirmative obligations to both the Seller and the Buyer:a.A fiduciary duty of utmost care,integrity; honesty and loyally in the dealings with eilher Seller or the Buyer.b.Other duties to the Seller and the Buyer as stated above'in their respective sections(a)of(b)of this paragraph 24.2.(2)In representing both Seller and Buyer,the agent may not without the express permission of the respective Party,disclose to the other Party'that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered.(3)The above duties of the agent in'a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests.Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding of the transaction.Areal estate agent is a person qualified to advise about real estate.If legal or tax advice is desired,consults competent professional. (d)1 N#he�Bss!®s{acos,-TJxseaQheal-1,his transaction Buyer and�Set up ea the- mhpr si agenls-assisfing in the kaasaWieR Buyerand Seiler h uld-each-read-iir�ealeato-aa�-lia;a iF s gree^^' ass 4er�ag ke ralatiorishiq-taa€�veen them and-the-real-eslaleager+t�a-Shin trasrsastiofl-aad-tl3at�iissiasare--Buyer-aadSellar-each-acknowledge-receipt-0f�rSisslosure�Lthe possibility-e€multiple {2pF260F1€ak6 r--F2PF4'5@Rtj"9' sial—TkNS-di56iBStdrB-iilay-lie-paF{-of a li51ing-2greemen' buyer re resentallBA-agre@ni@At-Br separate�[osunF—Buyer-understands-that-Braker-represealing-Buyer-may alsorepreserr€a€her-pa€en[ial-buyers-w#o-may-considermake-s€€ers�a may be of :nr-riltisnataiy-acquire-€he�roperty-Seller-urt der8tands-lgal�rokar-representin@�--Selleumay-also-repiesani-oilier-sell erswilp-eernpsilrrr}-prepertias-Haat mere°'^l� �,'�R=;ems $rakers-have ae responsiaiEiiy w€h Fe5pe5t to a%Ide€adlt GF hFoAGh here^F�y � r Rorty ape Ra�iiee agora t at-no lawsui#-dratleer-legal-prdeeeding-invoEving-any-bream-oT�lctiy-erur-0r-emission-re€aliag-tv-tri€s-sransaslion-may-be-brought-agains€-6roFzr-mace-Haan ane-year-a€teF{kie-FJate-�Agreeraeptaud-that�lae-liability-(lr�sluding-scud-costs-andaltortleys'-Teas};8€3ny�3ioker�arilF7-respes[-fa-any breach-of-Duty; �rraissian�etallaQ-la-this-AcJreonier�i�laail-net-axseed=tile-fee feseived-Fey-sash-8rel.er-pursuat#F-ie-[Iain-AgreenaeaE-previded.-fiswever:thaHtae foregoing-limitation-On2aEh-BwkeFs-liabilily�haEl-not-beapplisable7oahy-s}ross-negligence-or-will€isknissonduots€-suc��trekeF 2A:'�3—G@:h&nNal-lto Breker&as"Gnnf enlialLany-eawfni4nWat4en-er+q{ermat a-givea-Sral:ers-lkiat rsbons€dered-by-such-Party-to-be-confidential 25. Construction of Agreement.In construing this Agreement,all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Agreement.Whenever required by the context,the singular shall include the plural and vice versa. This Agreement shall not be construed as if prepared by one Of the.Parties;but rather according to its fair meaning as a whole,as if both Parties had prepared it. 26 Additional Provisions: Additional provisions of this offer,if any,areas follows or attached hereto by an addendum consisting of paragraphs Addendum "A" & "B" through AND EXHIBIT "A","13"& "C" . (If there are no additional provisions write"NONE".) See attached Addendum "A Additional_ .Terms and Conditions. See a'Ctached:.Addendum "B" : California Sale/Lease Americans Nota Disability, Hazardous Materials and 'rax Disclosure. See Exhibit 'A"_ Seiler'-s Ila:datory Disclosure Statement. See Exhibit "B"-: Property Information Sheet. See Exhibit t "C"-: Buyer-'s Broker Commission Agreement. ATTENTION:NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES.THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX'CONSEQUENCES OF THIS AGREEMENT.- 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF S HE PROPERTY,THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING,SYSTEMS,AND THE SUITABILITY O H PROPERTY FOR BUYERS INTENDED USE. [WARNING:IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THIS AGRE T AY PAGE 7 OF 8 INITIALS NITIALS 02009-AIR:COMMERCIAL REAL.ESTATE ASSOCIATION. :FORM OFAL10.11114E [NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. NOTE: 1, THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY. 2. IF EITHER PARTY IS A CORPORATION,IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS. The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof. BROKER: BUYER: Inland Empire Commercial Real Estate, Inc. Judson and Brown, LLC, a Nevada limited a California corporation COMDan Attn:Eric L. HutchinsDate:�..� Title:Senior Vice Presi dent Name Prihted:Donald J. IIerry, Jr. Address:1255 West Colton Avenue, Suite 525 TiIIe:Manager Redlands CA 92374 Telephone:(909)307-3103 Telephone:(909)295-5299 Facsimite:(909)798-2041 Facsimile:(909)295-5299 E-mail, Email:eric.'nutcnins@ie-commercial.com FederallD No.45-3132745 B'.- Broker/Agent BRE License#;01515547 -Broker/AgentBRELicense#:01515547 Bat --_ _ .._.. .._.. Name�nnte Address:P.O. BOX 9116,_Redlands CA 92373 Telephone{ Facsimit : — — Federal l0 No.46-4516935 27. Acceptance. 27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein specified. 27.2 5edier,ire[✓Jytl'nckno.'eAll,ihat Inland Err Aire Commcrc+a'fanl x>ta,c,Inc.('Buyc✓_f%rokcr')cepre.cntn only the Buycr in thin transact or.Buyer a?rtta tc pay Buyer'o Broicr a real e_tate Brekcrmc Fee per Aarcemcnt.5el'cr agrccs to prey For o*ii Broker,iF any,under;z s.,parato a?rcc rrcrt bet:cccn Seller and ft5 broker. Seller 5ha1 c!cfend.Inc=.e:rn:y,and Nola Buytr and BuycrS B!•oktr harm!es 0•om cialma iy any brokcra or,na"rt;,a!!-ria it;cred on behalf of 5r11cr.The prCv:Sw^rs of the paragraph ah:+l!suNvr.ace-ro or Wr ear?¢r termination c%ahe A3rremcnt. Setter-asknewiedges-4hat-Brokers-have-been4etained-to4osate a Buyeraadare4he�rocudng�ause of lire purshasewnd sale of ehe Rwportysat-lorih in-this.,4greeme nt-lnsonside rati on-o f-rea I-estate-brokerage-sewice-rendered+y-Brskers�SelleFagree!;-fo�8roke rs-a-rea I-estate-Brokerage-F�e•i ra-a surr�equafie n- r,he4:tuFshase4Wwe4o-4e4vided belween the OF keFA AS feliows--Seger's 8relceF %an484aye445-BrekeF ;6--ffsis-Agreemeai--shalt-sewe-a s-aa-irrevaca4ls�nsiruciion-to-E�erow-Holder-to-pay-such-Brokarag e-Fee-lo-8ro kers-out--ef-the pFeseedsaGGm g to the-d66et M I Seller at4he-Glesing- 27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer. NOTE:A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT. RROKERa SELLER: City o' Redlands AilBy: - ` Date: Addres : Name Printed:Paul Foste "— _Title:Mayor Telephen : "-- ---- --- --------- Telephone:(909)798-7512 Farrimile{ Facsimile:(909)792-8715 — _—_ _—.. _.....-.,_..._.... Email:nfoster@cityofredlands.or. Brok Federal-la-N .: – B ATTEST:Sam Irwin, City GJ.erk- 8rokerlAgent-BR�License-11 Y Da----------------------- Name_12rinle —. ------.._._.._...-------------- ---------------------------- Till Address:35 Cajon Street, Suite 200, _ Redlands CA 92373 r- Telephone F-assimil - Federal ID No,:------------------------...____...�------- NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 500 N Brand Blvd,Suite 940,Glendale,CA 91203. Telephone No.(213)687-8777. Fax No.:(213)687.8616. 0 Copyright 2003 By AIR Commercial Real Estate Association.All rights reserved. No part of these works may be reproduced In any form without permission In writing. PAGE 8 OF 8 INITIALS INITIALS 02008-A1R COMMERCIAL REAL ESTATE ASSOCIATION FORM OFALIO-11114E ADDENDUM"A" TO THE STANDARD OFFER,AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE ("AGREEMENT")BY AND BETWEEN CITY OF REDLANDS("SELLER")AND JUDSON AND BROWN,LLC,A NEVADA LIMITED LIABILITY COMPANY;OR ITS ASSIGNEE("BUYER") DATED DECEMBER 10,2015 Page 1 of 2 THIS ADDENDUM IS ANNEXED TO AND MADE A PART OF THE AGREEMENT TO WHICH IT IS ATTACHED AND IN EACH INSTANCE IN WHICH THE PROVISIONS OF THIS ADDENDUM SHALL CONTRADICT OR BE INCONSISTENT WITH THE PROVISIONS OF THE AGREEMENT,THE PROVISIONS OF THIS ADDENDUM SHALL PREVAIL AND GOVERN AND THE CONTRADICTED OR INCONSISTENT PROVISIONS OF THE AGREEMENT SHALL BE DEEMED AMENDED ACCORDINGLY. 1. In addition to all items referred to in Paragraph 9.1 of the Agreement,the closing of this transaction is contingent upon the Buyer's satisfaction,or waiver,of the following contingencies.Notwithstanding any other date stated therein,Buyer shall have a Buyer's Due Diligence Period of thirty(30)days beginning the day after the Date of Agreement,in which to review the Properly and to have any and all inspections,studies and site approvals completed on the Properly,as determined necessary by Buyer and to remove all items contained in Paragraph 9.1 and all items contained in Addendum"A contingencies on the purchase of the Property("Buyer's Due Diligence Period").If Buyer,on or before the expiration of Buyers Due Diligence Period,chooses not to continue with this transaction,Buyer's Escrow Deposit shall be refunded to Buyer,less any related escrow and/or title fees. If,at the expiration of Buyers Due Diligence Period,Buyer chooses to continue with this transaction,Buyer's Escrow Deposit shall immediately become non-refundable to Buyer,except in the case of Seller default,Buyer's Escrow Deposit shall be applicable to the Purchase Price at the Close of Escrow. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY,INCLUDING BUT NOT LIMITED TO,THE ITEMS SPECIFIED IN THIS ADDENDUM.IF BUYER DOES NOT EXERCISE THESE RIGHTS,BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY.BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR,THE CONDITION OF THE PROPERTY.BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN THIS ADDENDUM,UNLESS OTHERWISE AGREED IN WRITING. 2. To the best of Seller's knowledge.Seller is unaware of any potential hazards to the Property from any substance or material presently known to be toxic or hazardous,including without limitation,radioactive substance,methane,volatile hydrocarbons, industrial solvents,pcb's or any other material or substance defined as"hazardous substances","hazardous materials"or"toxic substances"under federal or slate law which,based on present knowledge,could presently,or any time in the future,cause a material detriment to,require clean-up of,or be materially hazardous to occupants or users of the Property without regard to any special conditions of such occupants or users. 3. During Buyer's Due Diligence Period,Broker strongly suggests that Buyer obtain a Phase I Environmental Study on the Property.Said study shall be provided by a qualified professional of the choice of Buyer,having significant experience in performing both Phase I and Phase II Environmental Audits,provided that Buyer shall pay the cost and expense for the Phase I and any subsequent environmental studies,including any properly restoration required as a result of said studies. 4, If,during Buyer's Due Diligence Period,Buyer determines,in their reasonable opinion,that the Property is found to contain toxic or hazardous substances,hazardous materials,asbestos,or any other environmental problem,or that the Property is liable to some other material development restriction or adverse action by a governmental authority,then Buyer may elect to terminale its interest in the Properly and escrow shall be canceled and all sums of money deposited into escrow by Buyer,shall be promptly returned to Buyer. 5. Buyer acknowledges that Buyer is purchasing the Property solely in reliance on Buyer's own investigation and that no representations or warranties of any kind whatsoever,express or implied,except as herein provided for in this Agreement,have been made by Brokers and Seller.Buyer's investigation should include obtaining knowledge about zoning and land use for the Property,including past,present and/or proposed laws,ordinances,referendums,initiatives,votes,applications and permits affecting the current use of the Property.In addition,Buyer's investigation should include obtaining knowledge about future development,zoning,building size,governmental permits and inspections,zoning violations,nonconforming uses and violations of"setback"requirements.Buyer acknowledges that,as of the close of escrow,Buyer will be aware of all zoning regulations,all governmental requirements,all site and physical conditions and any olhermaliers affecting the use andcondition ofthe Property. Buyer should also investigate whether any of these matters affect Buyer's intended use of the Property. IT IS STRONGLY RECOMMENDED THAT BOTH BUYER AND SELLER OBTAIN ITS OWN LEGAL COUNSEL TO REVIEW AND INTERPRET THIS AGREEMENT AND RELATED ADDENDUMS,EXHIBITS AND/OR ANY OTHER DOCUMENTS RELATED THERETO.BOTH BUYER AND SELLER AGREE AND UNDERSTAND THAT REAL ESTATE BROKERS HAVE MADE NO INTERPRETATIONS,RECOMMENDATIONS OR DETERMINATIONS OF ANY KIND WHATSOEVER,EXPRESSED OR IMPLIED AS TO ANY PORTION OF THIS AGREEMENT AND RELATED ADDENDUMS,EXHIBITS ANWOR ANY OTHER DOCUMENTS RELATED THERETO. ADDITIONALLY, THERE HAVE BEEN NO REPRESENTATIONS, INTERPRETATIONS, RECOMMENDATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,EXPRESSED OR IMPLIED, EXCEPT AS HEREIN PROVIDED FOR IN THIS AGREEMENT MADE BY REAL ESTATE BROKERS,ITS AGENTS OR EMPLOYEES,AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, LEGALITY, OR TAX CONSEQUENCES OF THIS AGREEMENT AND RELATED ADDENDUMS,EXHIBITS AND/OR ANY OTHER DOCUMENTS RELATED THERETO.BOTH BUYER AND SELLER SHALL RELY SOLELY UPON ITS OWN INVESTIGATION AND THE ADVICE OF THEIR OWN LEGAL COUNSEL,TAX CONSULTANT,CPA, EXCHANGE AND/OR ANY OTHER PROFESSIONALS AS TO ANY LEGAL AND TAX CONSEQUENCES. ADDENDUM"A" TO THE STANDARD OFFER,AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE ("AGREEMENT')BY AND BETWEEN CITY OF REDLANDS("SELLER")AND JUDSON AND BROWN,LLC,A NEVADA LIMITED LIABILITY COMPANY;OR ITS ASSIGNEE("BUYER") DATED DECEMBER 10,2015 Page 2 of 2 6. Feasibility Period Review Documents.Within ten(10)business days after the opening of escrow,Seller shall provide to Buyer the following items,that are currently in Sellers possession relating to the Property: • Information on property ownership(Individual,Trust,LLC or other). • Proof of authority to act on behalf of Seller in all cases other than Individual ownership. • Environmental,Soils and Hazardous Substance Documents. • Property Inspection Reports(Engineering,Structural,Mechanical Systems,ADA Review/Assessment and Compliance Requirements,etc.). • Schedule/List and copies of"As-built"Building Plans in CAD format if available(Specifications,Civil,Survey,Architectural, Structural,Mechanical,Electrical,Plumbing,et al)and Tenant Improvement Plans. • AgreementsfWarranties!Guaranties with respect to the improvements and systems. • Building Standard Tenant Improvement Specifications. • Building Permits and Occupancy Certificates for the base building. • Schedule of current City/Counly(State Inspection Reports and Licenses(Elevators,Fire Sprinklers,etc.). • Tenants'Cerlifrcates of insurance and Notices and related correspondence of pending insurance claims. • Schedule of Building Service Contracts/Agreements.Copies of all Service Contracts to be transferred. • Any Property Management Agreement and Leasing Listing Agreement. • The most recent tax bills relating to the Properly. • Site plans,working drawings,as built-plans and specifications,HVAC study and costs and all warranties,Building permits,and certificates of occupancy. • Copies of all governmental permits,notices and approvals pertaining to the construction,operation,use or occupancy of the Property. • Management agreements,development agreements and any other agreements(e.g.,unrecorded easements,teases, drainage,and water rights agreements)pertaining to the Properly. • A list of all pending and past litigation with respect to the Property. • Any Copies of the most recent boundary and/or title survey for the Properly. • Copies of any other insurance(e.g.,liability insurance)now in effect with respect to the Properly and copies of any claims under such policies. • All information pertaining to existing or planned improvement districts,if any. • Copies of all Service Contracts. • Copies of all Leases including lease amendments and subleases,and all tenant and guarantor financial statements. • Rent Roll for past three(3)years and a current rent delinquency report. • All environmental,hazardous material,land use,seismic,soils,arborist,topographical,structural and other reports pertaining to the Properly. • Copies of all maintenance agreements. 7. It is the sole responsibility of Buyer to verify the condition of the Property and Buyers ability to inhabit or utilize the Property prior to the sale or purchase of the Property.Buyer is responsible for determining whether or not the applicable requirements, and especially the zoning,are appropriate for Buyers intended use,and acknowledges that past uses of the Properly may no longer be allowed.Both Buyer and Seller further acknowledge that Inland Empire Commercial Real Estate,Inc.has made no representations or warranties whatsoever as to the condition andfor suitability of the Properly for the use of which the Tenant intends to use the Property.This Agreement includes the sale of Setters interest in all leases of the Property including all tenant security and other deposits and interest earned thereon and prepaid rent and interest earned thereon. S. Notwithstanding anything to the contrary contained in this Agreement,Seller shall cause to be removed from record at or before the Closing at Sellers cost, all monetary liens or encumbrances against the Property,including assessments,loans and mechanic liens,other than current,non-delinquent real property taxes and assessments. 9. Seller hereby represents and warrants that Seller has delivered to Buyer all materials in Sellers possession required under paragraph 7 and that said materials are true,correct,and complete.This representation and warranty shall survive the Closing and delivery of the deed for a period of three(3)years. 10. In the event of a material toss or damage to the Property prior to Closing,Buyer may terminate this Agreement by written notice to Seller,in which event the Deposit shall be returned to Buyer.If Buyer does not elect to terminate this Agreement within fifteen (15)days after Seller sends Buyer written notice of the occurrence of such material loss or damage,then Buyer shall be deemed to have elected to proceed with Closing,in which event Seller shall assign to Buyer all of Sellers right,title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question.Upon Closing,full risk of loss with respect to the Property shall pass to Buyer. SELLER ACKNOWLEDGES AND UNDERSTANDS THAT BY SIGNING THIS AGREEMENT,IT IS ENTERING INTO A CONTRACT TO SELL THE PROPERTY TO BUYER UNDER THE TERMS AND CONDITIONS INCLUDING THE PRICE AGREED UPON HEREIN. SELLER FURTHER ACKNOWLEDGES THAT SELLER HAS BEEN GIVEN TIME TO RETAIN ITS OWN LEGAL COUNSEL,CONSULTANTS AND OTHER PROFESSIONALS AS ADVISED ABOVE.SELLER ALSO ACKNOWLEDGES THAT BUYER'S LEGAL COUNSEL ONLY REPRESENTS BUYER IN THIS TRANSACTION. AGREED TO AND ACCEPTED BY: BUYER / r� DATE JUDSON 8 BROWN,LLC,ANEVAD MITED LIABILITY COMPANY SELLER DATEJ)2w CITY OF REDLANDS ATTEST: Sam Irwin, City Clerk ADDENDUM"B" TO THE STANDARD OFFER,AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE ("AGREEMENT")BY AND BETWEEN CITY OF REDLANDS("SELLER")AND JUDSON AND BROWN,LLC,A NEVADA LIMITED LIABILITY COMPANY;OR ITS ASSIGNEE("BUYER") DATED DECEMBER 10,2015 Page 1 of 1 CALIFORNIA SALE/LEASE AMERICANS WITH DISABILITIES ACT, HAZARDOUS MATERIALS AND TAX DISCLOSURE The Americans with Disabilities Act is intended to make many business establishments equally accessible to persons with a variety of disabilities;modifications to real property may be required. Stale and local laws also may mandate changes. The real estate brokers in this transaction are not qualified to advise you as to what,if any,changes may be required now, or in the future. Owners and tenants should consult their allomays and qualified design professionals of their choice for information regarding these matters. Real estate brokers cannot determine which attorneys or design professionals have the appropriate expertise in this area. Various construction materials maycontain items that have bean,or in thefuture maybe,determined to be hazardous(toxic) or undesirable and may need to be specifically treated/handled or removed. For example,some transformers and other electrical components contain PCBs,and asbestos has been used in components such as fire-proofing,heating and cooling systems,air duct insulation,spray-on and tile acoustical materials,linoleum,floor tiles,roofing,dry wall and plaster. Due to prior or current uses of the property or in the area,the Property may have hazardous or undesirable metals(including lead-based paint),minerals,chemicals,hydrocarbons,or biological or radioactive items(including electrical and magnetic fields)in soils,water,building components,above or below-ground containers or elsewhere areas that may or may not be accessible or noticeable. Such items may leak or otherwise be released. Real estate agents have no expertise in the detection or correction of hazardous or undesirable items. Expert inspections are necessary. Current or future laws may require clean up by past,present andfor future owners and/or operators. It is the responsibility of the Sellar/Lessor and BuyerlTenant to retain qualified experts to detect and correct such matters and consult with legal counsel of their choice to determine what provisions,if any,they may Include In transaction document regarding the Property. SellersfLessors are required under California Health and Safety Cade Section 25915 el seq.to disclose reports and surveys regarding asbestos to certain persons, including their employees, contractors, cc-owners, purchasers and tenants. BuyerslTenants have similar disclosure obligations. Sallars/Lessors and Buyersrrenants have additional hazardous materials disclosure responsibilities to each other under California Health and Safely Cade Section 25359 and other California laws.Consult your attorney regarding this matter,and make proper disclosures.Real Estate Brokers/Real Estate Agents are not qualified to assist you in this matter or provide you with other legal or tax advice. Sales, leases and other transactions can have local, state and federal tax consequences for the Seller/Lessor and BuyerfTenant. In the event of a sale,Internal Revenue Code Section 1445 requires that all Buyers of an interest in a real property located in the United States must withhold and pay over to the Internal Revenue Service(IRS)an amount equal to ten percent(10%)of the gross sales price within ton(10)days of the date of the sale unless the Buyer can adequately establish that the Seller was not a foreigner,generally by having the Seller sign a Non-Foreign Seller Certificate. Note that depending upon the structure of the transaction,the tax withholding liability could exceed the cash proceeds to be paid to the Seller at closing. California poses an additional withholding requirement equal to three and one-third percent(3 1/3%) of the gross sales price,not only on foreign sellers but also out-of-state Sellers and Sellers leaving the state,if the sale price exceeds$100,000. Generally,withholding is required if the sales proceeds are disbursed outside of California,if the last known address of the Seller is outside of California or if a financial intermediary is used.Consult your tax and legal advisor. Real estate brokers are not qualified to give legal or tax advice,or to determine whether any other person is properly qualified to provide legal or tax advice. AGREED TO AND ACCEPTED BY.* BUYECRDATE JUDSON 8 BROWN,LLC,A N"EV,,.CIA LIMITED LIABILITY COMPANY ) SELLER DATE CI OF REDLk&S ATTEST: City Clerk, Sam Irwin a SELLER'S MANDATORY DISCLOSURE STATEMENT (Required by law on transactions involving non-residential properties in California) DO NOT USE THIS FORM WITH REGARD TO THE SALE OF RESIDENTIAL. PROPERTIES AIR Commercial Real Estate Association This disclosure statement is intended to be a part of the Q STANDARD OFFER,AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE(See paragraph 9.1(a)of said document) (the "Purchase-A-greement"}dated December 10, 2015 regarding that certain real property commonly known as: 508 & 516 North Eureka Street, Redlands, California, San Bernardino County Assessor Parcel Numbers 0169-156-19 & 0169-156-20 (the"Property")wherein City of Redlands is the Seller and Judson and Brown, LLC, a Nevada limited liability company; or its assignee is the Buyer. Note:This disclosure statement is not designed nor intended to be used in place of the standard Property Information Sheet published by the AIR Commercial Real Esate Association{"AIR"). Both documents should be used in every transaction involving a sale. In order to comply with State law concerning disclosures to a potential purchaser,Seller elects to: 9--A-->ltilize-a-report-prepared-by-e-professional-consultant-whish-has-beenpproved-by4he-AtP-Fe--First-American-Natural--klazard Disclosura ren ' 027 er-16RPu>periy-Disclosure-Repor4er(89 heirrepeA isittashed 1119FMO. feto�aragraph 8;9,1W 2-and-l3-ao"ign-this-statement4Mhe-place-provided4 I B. Utilize a report prepared by TO BE PROVIDED =N ESCROW ^Gspy-of4heiF-mpoFl4sattached-heFelo-(Complete paragraphs 8,9 10,12,and 13,sign this Statement in the place provided,and attach a copy of The Commercial Property Owner's Guide to Earthquake Safety.) 8--C---6amplete-this-Disclasur"tatement-without-the-assistance-of a-professionakconsultant-{6ornplete-paragraphs-4--through43 and sigMhisStatemenWn the-place-provided,--Remember-toattach-a-copy-o�The-Commerciai-Property-Owner2s-Gulde-to-Earthquake-Safety.) 1. F ART.RTru petty is lecaled WIN d delineated E Rcemmtrasses a paieniially eFreceniiyactive-trace-o"n a Fingoaks-€aulNhat sdeemed�y-the$iaiel eafogisE-io-sansfiiutea-lwtenliai-hazard-to-sirusluresdwmsusface-footling or-fault-creep),6alifornfa-Rublic-Resources-Code-§2621-et-seq-mandates-chat-prospective-purshasersbeadvised-that-the-properiy4s4GGaled-within sueii- - e,-and4haWls-ievebpment-may-fequirea 9 olegiG-repoFt-from-a-state-registered-geologist-lnaccordance-with-such-Iaw-Buyeris-hemby infocrned that the RFault-Zeno- —2—SEJSMIC-idAZ-ARD-i'9N€S-2fi-the-Rfoperiy-is located-within-a-.Seismic-Hazard-2eneas�felineatedan-a-arap�reparedky�he�atifomia 9ivision-o€-Minesand�,eo3ogy-Gali€emia-R�rblic-Resaurses-Coda-§2580-ei-seq-ma ndatesJhat-pwspec[lve-purGha sets-be•advlsed-that-[he-Rroper2y-is located-within-mocha-Zone-lnaecordance-with•suGh4aw,Buyer4s-herebyaoformedahat4he PFopeFty4r B-susaet-B-vrithir-aSeismir Hazard- onG- 3. F€P�. K(4)ihe-imprGvemenls OR the PrepeFly were-censtn+Glad PF GF to 4975. nda(2) said;FnpFa:vents include statcturesAW14{"re-sasF(e g-Flli up)GGncrete eF re44bFGed masenFy-wa0siegetherwaiA sed tame tJeeFs er reefs sF{ii}ante nfGrsed masanFy walls; f#yreF MUSS be,rev:dGd-with a GGpyaf:fhe Cemmewial--RropeAyQwnel-s Guide to r i4hquake Safely(the-Beekley published by the Califenlia Seismio Safety-Commission-Buyer-ishereby-informed-that-the-Property; - E3--(a)-meets-the-;oregoing-requirements;ander--sepy-of4heSooklet-andacompleted-'CommeFdalPFGP Fty-SaFihquake Ueakness-DisslosuFe Report"-isaltached-herelo-4Vithin-€ive-businessdays-of-Buye;�,-reGeipt-of-said-Disclosure-ReportrBuyeF-hatl-deliver- duly-GounteFsigned-eopy-ef4he same4o-E-wow-Nolder-wither-copy-to-Sellerand-Seliegs-BFGkeF--€acrewHoldeF4sihereby-iRstuiGted4haH4ieSacrov a- allaet-G osenalessand-until Escrow-Holder-hasreceivedihe-DiSGIOsure-Report-duly-signed by-bothSeller-and-Buyer-- ' —�}1-{§}doesnetaleelJheieregeing�equlremenis-raquidngJhe-0eliveryaFthe$ooktei. --4-F4RE-P429TEST4QN—IT-4ha4roparfy--is-lecated-withit�-"@rignated-State-Responsibility-Area-as-delineated-ona-map-prepared-by-ihe Galifemin i3keadvised that-the PF Pe" located wihinaivitdlandasea�Kish may ceRtainubstantiai foFest Fe risks and-hazards-that-ih"tato may-not-be responsible-to-provide-tire proiectlon-sewicasrand-that-ihe-propaRy-may-be-subJeGt-to-ihe-requirementsof-Rubfrc ResourcesGode-§4287-which-requires-ihe-peFiedkc-rem©vat-ot brusk-iheaaaintenance-oF�irebreaka;-and-o[her-similar�stivilies-lnacc%dance-with-suchaaw-Buyer-is-hereby4ntormed-lhat4he-Pro perty4 s-9-or-i s not•#3-v+iNlina-designatedState-Respon sibifity-Area. --6 �4RE-HAb4Rt3igh-Fire4-lazard-Sevedty-ZoAa-pursua;i[4o-Govemment Gode-§6"74-et-seq,4U�-5 4 andates-chat-prospestw"uFchasessbeadvised4hai-ihe RrapeAy4a4Gsated-wi4h4n-such- i;eand ihat-ihe Properly Fnayfie3ribjesi�o�rarious-main tenance-designedloFaenslarstien-requiremen tsandlor-restriction s-lnaccorda nce-wittrsush-law-Buyer-i s-hereby informed-that-ihe-RropeAy-isBroNsnoi-O•within--designated-VeFy-J•ligh-Fire-MazardSeveAiy-bono- 6—^AREA 9F R9TEJ IAL Fi 99BIN6 lf�hsPrepeRyas IOGated�nihin aR area of polentiaf-0ooding-in4heavent-oWhe-failure-ofa-damns sbown-onan4nundatiotl-mai i,-d"gnaied-pur-suanWo-Government-Gode•§86895r§8589A4iiandatesthat-prospective-purchasers-be-advised-that4he F4opeAy4s4eGated,MthiR-suet aR aFea-1R asserdaASe-WR4-G0Gh4aW-BuyeNs heFeby4nfaas d that-the PrepeAy4r Ea-er.isgGt-$-w4hin A designated area-of-potent iaf-Roodin g, 7.F-LOOD44AZARB-ARE-4S-if-ihe4>roperty4sJocated-within-a-designated-Federal-Flood-Hazard-Area-asdelineated-ona-map-prepared-by4he FedeFat-EmeFgenry-Management-AgeRGy,FederaNaw-i gdates tllatixospeGtivcywrohaseFsbe advised chat ihe Rr eAy is located-vithinanarea iavingapL,Qalilood-hazardsand4hai-ilood-insurance-may-be-requiredasa-conditiondo-obtaining-rinancing-4naccorda wit suchaawrBuyer4s4heFeby4ntomied4ha4 the-wpeAyasB-0r-is tiot-B-withinaAesigRaiedSadeFal-F400dkiazard-Area. PAGE 1 OF 2 INITIALS INITIALS 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM SMD-5.04114E Y 8. FLOOD DISASTER INSURANCE. If the Seiler or Seller's predecessor-in interest has previously received Federal flood disaster assistance and said assistance was conditioned upon obtaining and maintaining flood insurance on the Property,Federal law,is.42 U.S.C.§5154a,mandates that prospective purchasers be advised that they will be required to maintain such insurance on the Property and that if said insurance is not maintained and the Property is thereafter damaged by a flood disaster,the purchaser may be required to reimburse the Federal Government for the disaster relief provided. Buyer is hereby informed that to the best of the Seller's knowledge Federal flood disaster assistance has 11 or has not© been previously received with regard to the Property. Note:if such disaster assistance has been received,the law specifies that the required notice be"contained in documents evidencing the transfer of ownership". 9. WATER HEATER BRACING. If the Property contains one or more water heaters,Seiler is required by California Health and Safely Cade §19211 to certify to the Buyer that all such water heaters have been braced,strapped andfor anchored in accordance with law. Buyer is hereby advised that the required bracing,strapping and/or anchors:11 have been installed 0 have not been installed,or❑Seller does not know whether they have been installed. 10. PRESENCE OF MOLD.If the seller or transferor of property knows of the presence of mold that affects the properly and the mold either exceeds permissible exposure limits or poses a health threat then Health and Safety Code§26140,et seq,mandates that prospective purchasers be advised in writing of such mold. In accordance with such law,Buyer is hereby informed that the undersigned does 0 or does not 0 know of the presence of such mold effecting the Property. —�4—T4TLE4 NSUPANCE—!n-the-event-that4he-Purchase-Ag reemen Fdoes-no"t-p resent-provid e-that-€ilte-insurance-vAll-be-ublaine"tiyer-tis sf rongty-urged-ioconsicier-purchasingsusk�.insurance-ami;Jnacevrdanse-with-fallferala�ivi4Sode�1057b-isadvisec4asiaAaws IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY,IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 12. HAZARDOUS SUBSTANCES. Seller is required by California Health and Safety Code§25359.7 to notify potential buyers of the presence of any hazardous substance that Seller knows,or has reasonable cause to believe,is located on or beneath the Property. In accordance with such law, Buyer is hereby notified that:?Seller neither knows nor has reasonable cause to believe that any hazardous substance is on or beneath the Property, or?Seller knows or has reasonable cause to believe that the following hazardous substances are on or beneath the Property; 13. OTHER. PLEASE NOTE: White the information contained in or attached to this Disclosure Statement is believed to be accurate as of the date that it was prepared,the applicable laws and the areas covered by the various natural hazard zones,etc,can change from time to time. Prior to the close of escrow,Buyer may wish to again check the status of the Property. Also,the city and/or county in which the Property is located may have established natural hazard zones in addition to those listed above. Buyer is advised to check with the appropriate fecal agency or agencies. The descriptions contained within the above disclosure paragraphs are not intended to be full and complete dissertations of all of the possible ramifications to the Buyer and/or She Property. In She event that this document indicates that the Property is affected by one or more of the disclosures,Buyer is advised to: 1. Review the applicable laws In their entirety. 2. Seek advice of counsel as to the legal consequences of the items disclosed. 3. Retain appropriate consultants to review and investigate the impact of said disclosures. Likewise no representation or recommendation is made by the AIR Commercial Real Estate Association or by any broker as to the legal sufficiency,legal effect,or consequences of this document or the Purchase Agreement to which it relates. City of Redlands("SELLER") Date: 12-15-15C (J�, -- SELLER ATTEST:Sam Irwin, City Clerk Receipt of the above Sellers Mandatory Disclosure Statement is hereby acknowledged: Judson and Brown.LLC.;q Nevada limited liability company:or Its aeelgnce("BUYER") Date I�/��/Ar BUYER NOTICE: These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sum you are utilizing the most current form: AIR Commercial Real Estate Association, 500 N Brand Blvd,Suite 900,Glendale,CA 91203. Telephone No.(213)587-8777. Fax No.:(213)687.8616. PAGE 2 OF 2 f,"Li INITIALS 011998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM SMD-5-04114E a PROPERTY INFORMATION SHEET (For the sale or leasing of non-residential properties) AIR Commercial Real Estate Association PREFACE; Purpose: This Statement is NOT a warranty as to the actual condition of the Property/Premises. The purpose is,instead,to provide the brokers and the potential buyerAessee with important information about the Property/Premises which is currently in the actual knowledge of the Owner and which the Owner is required by law to disclose. Actual Knowledge: For purposes of this Statement the phrase'actual knowledge'means:the awareness of a fact,or the awareness of sufficient information and circumstances so as to cause one to believe that a certain situation or condition probably exists. TO WHOM IT MAY CONCERN: City of Redlands ("Owner"), owns the Property/Premises commonly known by the street address of 508 & 526 North Eureka Street located in the City of Redlands County of, San Bernardino Stale of California and generally described as(describe briefly the nature of the Premises or Property)approximately 10.4136 acres (±18,016 square feet) of land situated on two (2) parcels including all of Seller's right, title, and interest in and to all rights, privileges, easement, and appurtenances thereto; San Bernardino County Assessor Parcel number 0169-156-19 & 0169-156-20 (herein after"Property"),and certifies that: 1. Material Physical Defects. Owner has no actual knowledge of any material physical defects 1 he Property or any improvements and structures thereon,including,but not limited to the roof,except(if there are no exceptions write"NONE'). VV 2. Equipment. A.Owner has no actual knowledge that the heating,ventilating,air condilionin ,plumbing,loading doors,electrical and fighting systems,life safely systems,security systems and mechanical equipment existing on the Pro pe as of a date hereof,if any,are not in good operating order and condition,except(if there are no exceptions write"NONE"): B. Owner has no actual knowledge of any leases,financing agreements,liens or Cher agreements affecting any equipment which is being included with the Property.except(if there are no exceptions write"NONE"): 6V 3. Soil Conditions. Owner has no actual knowledge that the Property has any slipping, ettling,flooding,ponding or any other grading,drainage or soil problems.except(if there are no exceptions write"NONE"): slid' fl i 4. Utilities. r represents and warrants that the Property is served by the follow' utilities(check the appropriate boxe public sewer system and the c t installation lhereo€ een fully pa .❑p'vote sep'c system, el ctrici ❑natural)gfls, Tlomesfic wate) ) tele one,and 11 other: hereof Q 5, Insurance, Owner has no actual k o led a of ny insurance claims filed regarding the Property during the preceeding 3 years,except(if there are no exceptions write"NONE"): { 6. Compliance With Laws. Owner has no actual knowledge of any aspect or condition of the Property which violates applicable laws,rules, regulations,codes,or covenants,conditions or restrictions,or of improvements or alterations made to the Properly without a permit where one was required, or of any unfulfilled order or directive of any applicable government agency or of any casually insurance company that any work of investigation,remediation,repair,maintenance ori nprovement is to be performed on the Property,except(if there are no exceptions write"NONE"),. 61A 0 7-1 OP 7. Hazardous Substances and Mold. A. Owner has no actual knowledge of the Property ever having been used as a waste dump,of the past or present existence of PAGE 1 OF 3 02000-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM PI-7-02113E any above or below ground storage tanks on the Property,or of the current existence on the Property of asbestos,transformers containing PCB's or any hazardous,toxic or infectious substance whose nature an /or quantity of existence,use,manufacture or effect,render it subject to Federal,state or local regulation,investigation, remediation or removal as potenti I y injurious to public health or welfare, except(if there are no exceptions wn.1 "NONE'): l�Tfilt/I B. Owner represents and warrants that it is not currently and never has been engaged in the business of hauling waste,and never stared hazardous substances on the Property,except(i€there are no exc�p ions write".NONE"): v C. Owner has no actual knowledge of the existence on theroperty of hazardous levels of any mold or fungi defined as toxic under applicable state or Federal law,except(if there are no exceptions write"NO r): 8. Fire Damage. Owner has no actual knowledge of any slruclU}re on the Property having suffered material fire damage,except(if there are no exceptions write"NONE"): } ` 9. Actions,Suits or Proceedings. Owner has no actual knowledge that any actions,suits or pi 3ceedings are pending or threatened before any court,arbitration tribunal,governmental department,commission,board,bureau,agency or instrum lalily that would affect the Property or the right or ability of an owner or tenant to convey,occupy or utilize the Property,except(if there are no exce Rions Ile"NONE"): V Owner has not served any Notices of Default on any of the tenants oFthe Property which have not been resolved except(if there are no exceptions write "NONE"): 10. Governmental Proceedings. Owner has no actual knowle a of any existing or contemplated condemnation,environmental,zoning, redevelopment agency plan or other land use regulation proceedings is out d rimentally affect the value,use and operation of the Propefiy, except(if there are no exceptions write"NONE"): lll/ClIJ�Lq'V\) 11. Unrecorded Title Matters. Owner has no actual knowledge of an encumbrances,covenants,conditions,restrictions, easements, licenses,liens,charges or other matters which affect the title of the Property that r not recorded in the official records of the county recorder where the Property is located,except(if there are no exceptions vrrite"NONE"): �t y 12. Leases. Owner has no actual knowledge of any leases,sublea es or other tenancy agreements affecting the Property,except(if th are no exceptions write"NONE"): 13,options. Owner has no actual knowledge of any options to purca rights of first refusal,tights of first offer or other similar agreeme s affecting the Property,except(if there are no exceptions write"NONE"): 14.Short SalefForeclosure. The ability of the Ownerto complete a sale of the Property❑is contingent 13 is not contingent upon obtaining the consent of one or more lenders to conduct a'short sale',Is.a sale for less that the amount owing on the Property.(This paragraph only needs to be completed if this Property Inform ion Sheet is being completed in connection with the proposed sale of the Property)One or more of any loans secured by the Property Q is is not in foreclosure. 15. Energy Efficiency. The Property❑ has IV(has not been granted an energy efficiency rating or certification such as one from the U.S. Green Building Council's Leadership in Energy and Environme til Design(LE D)or©Sell�/Less does no!knout if the Property has been granted such a rating or certificate. If such a rating or certification ha ben blain please descrier ting or certification and provide the name of the organization that granted it: 16. Othor. (It will he presumed that there a no radditional items which warrant disclosure unless they are set forth herein): A11712 I PAGE 2 OF 3 02000-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM PI-7-02113E T The statements herein will be relied upon by brokers,buyers,lessees,lenders and others. Therefore,Owner andlor the Owner's Property Manager has reviewed and modified this printed statement as necessary to accurately and completely state all the known material facts concerning the Property. To the extent such modifications are not made,this statement may be relied upon as printed. This statement, however,shall not relieve a buyer or lessee of responsibility for Independent investigation of the Property. Owner agrees to promptly notify, in writing,all appropriate parties of any material changes which may occur in the statements contained herein from the date this statement is signed until title to the Property is transferred,or the lease is executed. Date: 12-15-1-5 "OWNER" (Fill in date of execution) City of Redlands ATTEST: Smit Irwin, City Cleric By Name Printed:Paul Foster Title.Mayor BuyerAessee hereby acknowledges receipt of a copy of this Property Information Sheet on (Fill in date received) Judson and Brown, LLC, a Nevada limited liabi 't company; or its assignee ----r Name Printed:Donald J. erry, Jr. Title:Manager NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current farm: AIR Commercial Real Estate Association, 500 N Brand Blvd,Suite 900,Glendale,CA 91203. Telephone No.(213)687.8777. Fax No.:(213)687-8616. PAGE 3 OF 3 02000-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM PI-7-62113E � T EXHIBIT"C" TO THE STANDARD OFFER,AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE ("AGREEMENT')BY AND BETWEEN CITY OF REDLANDS("SELLER")AND JUDSON AND BROWN,LLC,A NEVADA LIMITED LIABILITY COMPANY;OR ITS ASSIGNEE("BUYER") DATED DECEMBER 10,2015 Page 1 of 1 BUYER'S BROKER COMMISSION AGREEMENT Per paragraph 27.2 of the Agreement this Exhibit is attached thereto,for and in consideration of the efforts and services rendered by INLAND EMPIRE COMMERCIAL REAL ESTATE INC..A CALIFORNIA CORPORATION("Buyer's Broker")in connection with the Purchase and Sale of that certain property as described above,the undersigned agrees hereby to pay a Real Estate Brokerage Commission t0 Buyers Broker the sum of THREE-PERCENT(3.00°x)OF THE TOTAL PURCHASE PRICE era sum equal to ,"Whe feta!sate sansideralierT in lawful money of the United Stales to be payable at the Close of Escrow.This Agreemenlshall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Commission to Buyers Broker out of the proceeds accruing to the account of Buyer at the Closing.Notwithstanding the foregoing,all sums to be paid to Buyers Broker are deemed earned and payable if Closing occurs. AGREED ACEPTED: l ja--� Buyer: Date: 12-11 /✓ JUDSON&BROWN,LLC, A NEVADA LIMITED LIABI� AN .OR ITS ASSIGNEE Buyer's Broker: t 2 i� Cyf3' INLAND ERCYAt RBA3�iE-IN ., A CALIFORNIA CORPORATION