Loading...
HomeMy WebLinkAboutContracts & Agreements_58-1995_CCv0001.pdf CITY OF REDLANDS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS ("Agreement"), dated August , ("Effective Date") is made and entered into by and 1995. 1 between Calabria Partners, L.L.C., a California corporation ("Buyer"), and the City of Redlands Redevelopment Agency ("Seller") (sometimes herein collectively referred to as the "Parties"). RECITALS A. Whereas, Seller owns certain real property located at the south-west corner of Pearl Avenue and Orange Street in the City of Redlands(the "City"), San Bernardino County, California, which is known as Assessor's Parcel Numbers 169-201-29, 30 and 38, and more particularly described in Exhibit"A" attached hereto and incorporated herein by this reference (the "Property"); and B. Whereas, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the Property,on and subject to the terms and conditions contained herein; NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties hereto do hereby agree as follows: AGREEMENT 1. PURCHASE PRICE The total price for the Property to be paid at Close of Escrow shall be One Million Thirty Three Thousand Seven Hundred Twenty Dollars ($1,033,720) (the "Purchase Price"). 1.1 Deposit. Buyer shall deposit into Escrow the sum of Ten Thousand Dollars ($10,000)at the Opening of Escrow as an earnest money deposit(the "Deposit"). The Deposit shall be placed in an interest bearing account and any interest earned thereon shall be for the benefit of the Buyer. Upon satisfaction or waiver of Buyer's conditions to Close of Escrow set forth in Sections 3 and 4 hereof,the Deposit shall be immediately released by Escrow Holder to Seller. 1.2 Balance of Lash. At least one business day prior to Close of Escrow,Buyer shall deposit into Escrow a cash sum of One Million Twenty Three Thousand Seven Hundred Twenty Dollars ($1,023.720). N4P 1 z 41-E 2. TITLE TO PROPERTY Seller shall,at Close of Escrow,by grant deed convey to Buyer good and marketable fee title to the Property as evidenced by a Standard form A.L.T.A. Joint Protection Policy of Title Insurance in an amount equal to the Purchase Price of the Property issued by Commonwealth Title Company (the "Title Company") showing title vested in Buyer subject to the exceptions to title approved by Buyer pursuant to Section 3.1 I below. Seller shall be responsible for the premium for the standard policy of title insurance. Any additional endorsements or policy coverage requested by Buyer shall be at Buyer's sole cost and expense. 3. CONDITIONS OF PURCHASE Buyer's obligation to perform this Agreement and acquire the Property shall be subject to the satisfaction of the following conditions, which are for Buyer's benefit only. In the event any of the following contingencies are not satisfied within the specified time limit(s), Buyer may, at I its sole option, either waive such conditions or terminate this Agreement. 3.1 Approval of Title. Promptly after execution of this Agreement by Seller and Buyer, Escrow Holder shall deliver to Buyer a current preliminary title report("PTR")covering the Property from the Title Company. Buyer shall have seven(7) days after the date of Seller's provision of the PTR to Buyer to approve or disapprove the status of title to the Property as disclosed in the PTR. Any disapproval of status of title shall be within the reasonable discretion of Buyer and shall be limited to monetary encumbrances and covenants, conditions, restrictions, and easements of record which adversely affect the intended use of the Property. Any exception not disapproved in writing within the seven(7)day period shall be deemed approved by Buyer, and shall constitute a permitted exception hereunder. Any objection to a title exception shall be in writing,and Seller shall thereafter have seven(7)days within which to use reasonable efforts to cure or to provide assurance of the cure of the title defect and cause such item to be removed from the title policy to be issued at Close of Escrow. The term "reasonable efforts," as used in this Paragraph 3.1, shall not include any obligation of Seller to spend any money or to file a lawsuit or maintain any legal action to correct any exceptions within the seven (7-) day period. Seller shall notify Buyer, in writing, of any disapproved title exceptions which Seller is unable to cause to be removed prior to or at Closing. Buyer shall then,within five(5)business days thereafter, elect by giving written notice to Seller and Escrow Holder (i) to terminate this Agreement, or (ii) to waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be permitted exceptions. Buyer's failure to give such notice shall be deemed an election to terminate this Agreement. In the event Buyer elects to terminate this Agreement, both Parties shall be relieved from any further liabilities and/or obligations under this Agreement, ..I_q ') Inspections, With the prior written consent of Seller, Buyer or Buyer's agent shall have the right to physically inspect and perform tests, including an environmental investigation, and zoning and economic feasibility and suitability studies (hereinafter collectively "Inspections") on NIP 11%F 2 the Property as Buyer deems necessary. All Inspections shall be done at Buyer's sole cost and expense. Upon completion of such Inspections, the Property shall be returned to its original condition. Buyer shall have the right, in the exercise of its good faith discretion, to approve or disapprove of the condition of the Properiy, as disclosed in such Inspections within thirty, (30) days from the Effective Date of this Agreement. Any disapproval of the condition of the Property shall be in writing and given to Seller within such thirty (30) day period. In the event Buyer does not disapprove the condition of the Property within the thirty (30) day period, this condition shall be deemed waived. In the event Buyer disapproves the condition of the Property within the thirty (30) day period, this Agreement shall terminate and the Parties shall be relieved from any further liabilities and/or obligations under this Agreement. 3.3 Reports. Seller shall, within ten(10) days following Opening of Escrow, provide to Buyer all existing reports, surveys,engineering studies,plans, soils reports,environmental impact reports or negative declarations, tract maps, improvement plans, architect's work product, permits and other consultant material relating to the Property, if any, that are in Seller's possession. Buyer shall, within thirty (30) days following Opening of Escrow, approve or disapprove reports on the condition of all soils,geology,engineering and other environmentally related conditions and reports. Any disapproval of the conditions contained in the reports shall be in writing and given to Seller within such thirty (30) day period. In the event Buyer does not disapprove the condition of the Property within the thirty (30) day period, this condition shall be deemed waived. 4. BUYER CONTINGENCIES Buyer shall, within sixty (60) days following Opening of Escrow (the "Contingency Period"). approve or disapprove the following contingencies, at its sole discretion. If Buyer does not approve any contingency set forth in this Section 4,within the time period set forth,Buyer may cancel Escrow. If Escrow is cancelled,Buyer shall return to Seller all materials furnished by Seller within ten(10)days. Buyer's failure to approve such contingencies within the Contingency Period set forth shall be deemed disapproval. Any disapproval of the Contingencies shall be in writing and given to Seller within such Contingency Period. In the event Buyer does not disapprove the I contingencies within the Contingency Period,the Contingencies shall be deemed waived. 4.1 A d variances from WLovals. Buyer has obtained all approvals, permits. consents an all governmental authorities having jurisdiction over the development or use of the Property allowing Buyer to construct a Boston Market and other commercial use(s) as allowed per Specific Plan No. 45, the Redlands Municipal Code, and as agreeable to the Redevelopment Agency. 4.2 Demolition-. Seller shall,at Close of Escrow,demolish the existing structure on the Property. Materials and debris resulting from said demolition shall be removed from the site at Seller's expense. 3 MPI 15LE 5. ESCROW 5.1 Opening. The purchase and sale of the Property shall be completed through an escrow ("Escrow")to be opened at Chicago Title Escrow(the "Escrow Holder"). Within five (5) days after the mutual execution of this Agreement, Buyer or Seller shall deposit with the Escrow Holder one fully executed counterpart of this Agreement, which shall constitute the Escrow Instructions along with any additional escrow instructions executed by the Parties pursuant to Section 5.5 of this Agreement. The date of delivery to Escrow Holder of such fully executed counterpart shall be deemed the opening of escrow("Opening of Escrow")and Escrow Holder shall notify Buyer and Seller in writing of the Opening of Escrow date, the date set for Close of Escrow, and its acceptance of the escrow instructions. 5.2 Closing. Escrow shall close, if at all, on or before the date which is one hundred eighty (180) days from the date of Opening of Escrow. 5.3 Costs. Seller shall pay all the usual Escrow costs and charges normally paid by a seller in an escrow closing in San Bernardino County, including without limitation one-half of the Escrow fee and the premium for the title insurance policy to be delivered to Buyer. Buyer shall pay one-half of the Escrow fee and such other costs and charges normally paid by a Buyer in escrow closing in San Bernardino County. in I an 5.4 Rr_Nations. Current real property taxes, bonds and assessments shall be prorated at the date of recordation of the deed, on the basis of a thirty (30) day month. 5.5 Additional Documents. Buyer and Seller shall execute such additional Escrow instructions as Escrow Holder may reasonably require to act as Escrow Holder,but in no event shall said additional Escrow instructions increase the rights of one party against the other party hereto or modify the terms and conditions of this Agreement. 5.6 Delivery of Documents. Escrow Holder to prepare the Grant Deed and Buyer shall deliver the Purchase Price to Escrow Holder at least one (1) business day prior to the 'Close of Escrow. 5.7 V jesti . Unless otherwise agreed bthe Parties in escrow,title shall vest at Close lig- y rti - of Escrow in the name Calabria Partners, L.L.C. ' 6. SELLER'S REPRESENTATIONS,WARRANTIES AND ACKNOWLEDGEMENTS Seller hereby makes the following representations, warranties, and acknowledgements and agrees that such representations, warranties and acknowledgements shall survive the Close of Escrow. 6.1 Seller has full right, power, and authority to execute this Agreement and to convey NIP I ISLE 4 fee simple title to the Property to Buyer as provided herein. 6.2 Seller is not a foreign person under Section 1445 Internal Revenue Code and will execute a Certificate of Non-foreign status and deposit same into the Escrow prior to Close of Escrow. 6.3 This Agreement has been duly executed by Seller and constitutes the valid and binding Agreement of Seller enforceable against Seller in accordance with its terms. 7. BUYER'S REPRESENTATIONS AND WARRANTIES Buyer hereby makes the following representations, warranties, and acknowledgments and agrees that such representations, warranties and acknowledgements shall survive Close of Escrow. tn 7.1 Buyer hereby represents and warrants that the person executing this Agreement has the full authority and power to enter into this Agreement on behalf of Buyer to purchase the Property from Seller, and to take all actions required of it by the terms of this Agreement. 7.1 All the documents executed by Buyer which are to be delivered to Seller at Close of Escrow shall be duly authorized, executed, and delivered by Buyer and shall be legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, and shall not violate any Agreement to which Buyer is a party or to which it is subject. 7.3 That(i)prior to Close of Escrow, Buyer will have had the opportunity to investigate all physical, land use and economic aspects of the Property and to make all inspections and investigations of the Property which Buyer deems necessary or desirable to protect its interest in acquiring the Property, including, without limitation, environmental audits and assessments,toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, cost to complete studies, governmental agreements and approvals, and 60 except as otherwise expressly set forth in this Agreement, neither Seller,nor anyone acting for or on behalf of Seller,has made any representation, warranty, promise or statement,express or implied,to Buyer,or to anyone acting for or on behalf of Buyer, concerning the Property or the use thereof. Buyer further represents and warrants that with respect to any representation, warranty, promise or statement, express or implied. of Seller, or anyone acting for or on behalf of Seller. other than as expressly set forth in this Agreement,that all matters concerning f Escrow, and the Property have been or shall be independently verified by Buyer prior to Close of of the that Buyer shall purchase the Property on Buyer's own prior investigations and exam Property (or Buyer's election not to do so); AND THAT BUYER IS PURCHASING THE PROPERTY IN AN "AS IS" PHYSICAL CONDITION AND IN AN "AS IS" STATE OF REPAIR. MP I 15LE r p 8. NOTICE n s Unless otherwise provided herein, any notice, tender, or delivery to be given hereunder by : either party to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed communicated upon deliver}) or as of mailing. Mailed notices shall be addressed as set forth below. but each party may change his address by written notice in accordance with this Section. Buyer: Seller: Calabria Partners, L.L.C. City of Redlands Redevelopment Agency 7979 Ivanhoe Avenue #520 P.O. Box 3005 La Jolla, California 92037 Redlands, California 92373 Attention: Mr. Allisio - Attention: Marjie Pettus 9. GENERAL PROVISIONS 9.1 Entire A reement This Agreement supersedes any prior oral or written agreement and contains the entire Agreement of the Parties as to the matters covered hereby. No other agreement, statement, or promise made by any party or to any employee, officer, or agent of any party to this Agreement shall be binding, except a subsequent amendment to this Agreement, executed by the Parties hereto. All obligations of Buyer and Seller under this Agreement and the Escrow shall be joint and several. 9.2 Time is of the Essence Time is of the essence of this Agreement and the Escrow referred to herein. 9.3 Captions and Construction The captions appearing at the commencement of the paragraphs hereof are descriptive only and for convenience and reference. Should there be any conflict between any such caption and the paragraph at the head of which it appears, the paragraph shall control and govern in the construction of this Agreement. This Agreement shall be construed as a whole and in accordance with its fair meaning. Organization is for convenience and shall not be used in construing meaning. 9. 13uver's Performance Close of Escrow and performance of any duty imposed on Buyer by this Agreement is conditioned on Seller's full performance of all duties imposed on Seller in this Agreement. 9.5 Seller's Performance Close of Escrow and performance of any duty imposed on Seller by this Agreement is conditioned on Buyer's full performance of all duties imposed on Buyer in this Agreement. 9.6 Counterparts This Agreement may be executed iny number of counterparts each of which shall be deemed an original, but all of which, when taken together,shall constitute one and IMP 1 15£.E 6 i the same instrument. 9.7 Successors this Agreement ,Cssor and Assign�. Each covenant and condition contained in j___ shall inure to the benefit of and be binding on the Parties to this Agreement,their respective heirs, personal representatives, assigns, and other successors in interest. 9.8 AggMo'aPees. In the event any legal action is commenced to enforce or interpret the terms or conditions of this Agreement,the prevailing party shall, in addition to any costs or other relief. be entitled to secure its reasonable attorneys' fees. 9.9 -Amendment. Any amendment to this Agreement shall be in writing and executed by Parties here-to. 10. BROKERS AND FINDERS Buyer warrant that the execution of this Agreement was not induced or procured through any person,firm,or corporation acting as a broker or finder other than Kelly Patscheck Murphy,CB Commercial,and Seller shall pay said broker a three percent(3%) sales commission. Buyer agrees to defend, indemnify and hold Seller harmless from and against any damage, liability or cost, including without limitations, reasonable attorney's fees, arising from or in connection with any claim by any other person, firm, or corporation based upon its having acted as broker or finder for or in connection with this transaction on behalf of Buyer. 11. HAZARDOUS SUBSTANCES Buyer acknowledges and agrees that, to the best of Seller's knowledge there exists no I "Hazardous Materials" (as such termis herein defined)nor oil wells, underground storage tanks, or pipelines in,on,under or about the Property. Buyer understands and agrees that in the event Buyer incurs any loss or liability concerning Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines whether attributable to events occurring prior to or following the Effective Date, then Buyer may look to current and prior owners of the Property, but under no circumstances shall Buyer look to Seller or the City of Redlands for any liability or indemnification regarding Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines. Buyer, from and after the Effective Date,hereby waives and releases,remises, acquits and forever discharges Seller, its elected offficers, employees and agents, and their respective officials, o heirs, successors. personal representatives and assigns, of and from any and all Environmental Claims,Environmental Cleanup Liability and Environmental Compliance Costs, as those terms are defined below, and from any and all actions, suits, legal or administrative orders or proceedings, demands,actual damages, punitive damages, loss, costs, liabilities and expenses,which concern or in any way relate to the physical or environmental conditions of the Property,the existence of any Hazardous Material thereon, or the release or threatened release of Hazardous Materials therefrom, whether existing prior to, at or after the Effective Date. It is the intention of the Parties pursuant to 7 N4P I 15LE this release that any and all responsibilities and obligations of Buyer, and any and all rights claims right of action,causes of action,demands or legal rights of any kind of Buyer, its successors, assigns or any affiliated entity of Buyer, arising by virtue of the physical or environmental condition of he a Property,the existence of any Hazardous Materials thereon, or any release or threatened release of Hazardous Materials therefrom, whether existing prior to, at or after the Effective Date, are by this Release provision declared null and void and of no present or future force and effect as to the Parties. In connection therewith, Buyer expressly agrees to waive any and all rights which Buyer may have under Section 1542 of the California Civil Code which provides as follows: y „A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially) affected his settlement with the debtor." Buyer shall, from and after the Effective Date, defend, indemnify, and hold harmless Seller, and its elected officials, officers, employees, agents and representatives (collectively, the "Indemnified Parities")from and against any and all Environmental Claims,Environmental Cleanup Liability, Environmental Compliance Costs, and any other claims, actions, suits, legal or administrative orders or proceedings demands or other liabilities resulting at any time from the physical and/or environmental conditions of the Property whether before or after the Effective Date or from the existence of any Hazardous Materials or the release or threatened release of anv Hazardous Materials of any kind whatsoever, in, on, or under the Property occurring at any time whether before or after the Effective Date, including but not limited to, all foreseeable and unforeseeable damages, fees,costs, losses and expenses, directly or indirectly arising therefrom, and including fines and penalties of any nature whatsoever, assessed, levied or asserted against any Indemnified Parties to the extent that the fines and/or penalties are the result of a violation or an alleged violation of any Environmental Law. Buyer further agrees that in the event Buyer obtains from former or present owners of the Property or any other persons or entities, releases from liability, indemnities, or other forms of hold harmless agreements relating to the subject matter of this Section, Buyer shall use its diligent efforts to obtain for Seller the same releases, indemnities and other comparable agreements. For the purpose of this Section, the following terms shall have the following- - meanings: (a) Environmental Claim" means any claim for personal injury, death and/or property damage made,asserted or prosecuted by or on behalf of any third party, including, without limitation,any governmental entity, relating to the Property or its operations and arising or alleged to arise under any Environmental Law. (b) "Environmental Cleanup Liability" means any cost or expense of any nature whatsoever incurred to contain,remove, remedy, clean up or abate any contamination or any Hazardous Materials on or under all or any part of the Property, including the ground water thereunder, including, without limitation, (i) any direct costs or expenses for investigations, study, assessment, legal representation or cost recovery by governmental agencies or MP I r SLE � i ongoing monitoring in connection therewith, and (ii) any cost, expense, loss or damages incurred with respect to the Property or its operation as a result of actions or measures necessary to implement or effectuate any such contamination, removal, remediation, treatment,cleanup or abatement. (c) "Environmental Compliance Cost" means any cost or expense of any nature ,whatsoever necessary to enable the Property to comply with all applicable Environmental Laws in effect. "Environmental Compliance Cost" shall include all costs necessary to demonstrate that the Property is capable of such compliance. (d) "Environmental Law" means any federal, state or local statute, ordinance, rule, regulation.order, consent decree,judgement or common-law doctrine, and provisions and conditions of permits, licenses and other operating authorizations relating to(i) pollution or protection of the environment, including natural resources, (ii) exposure of persons, including employees,to Hazardous Materials or other products,raw materials, chemicals or other substances, (iii) protection of the public health or welfare from the effects of by- products,wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities, or (iv) regulation of the manufacture, use of introduction into commerce of chemical substances, including, without limitation, their manufacture, formulation, labeling, distribution,transportation,handling, storage and disposal. (e) "Hazardous Material" is defined to include any hazardous or toxic substance,material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) petroleum or oil or gas or any direct or derived product or by-product thereof, (ii) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7. or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law.), (iii) defined as a "hazardous substance" under Section 25')16 of the California Health and Safety Code, Division 20, Chapter 6.8(Carpenter-Presley-Tanner Hazardous Substance Account Act), (iv) defined as a"hazardous-material," "hazardous substaace" or"hazardous waste" under Sections 255010) and (k) and 25501.1 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (v) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20. Chapter 6.7 (Underground Storage of Hazardous Substances), (vi) "used oil" as defined under Section 25250.1 of the California Health and Safety Code, (vii) asbestos, (viii) listed under Article 9 or defined as "hazardous" or"extremely hazardous" pursuant to Article I of Title 22 of the California Code of Regulations, Division 4, Chapter 30, (ix) defined as "waste" or a"hazardous substance" pursuant to the Porter-Cologne Act,Section 13050 of the California Water Code, (X) designated as a"toxic pollutant" pursuant to the Federal Water Pollution Control Act, 33 U.S.C. S 13117, (xi) defined as a "hazardous waste" pursuant to the Federal Resource Conservation and Recovery Act,42 U.S.C. S 6901 et_i9q. (42 U.S.C. 9 MPI 15LE S 6903). (xii) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S. C. S 9601 et�j�. (42 U.S. C. S 9601), (xiii) defined as "Hazardous Material"pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. S 1801 et Lqq., (xiv) defined as such or regulated by any "Superfirnd" or "Superlien" law, or any other federal, state or local law, stature, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipeline, as now, or at any time hereafter, in effect. Notwithstanding anything to the contrary set forth herein,the releases, indemnities, and hold harmless agreements given by Buyer to Seller pursuant to this Section shall not apply to preclude liability of Seller for any and all Environmental Claims, Environmental Cleanup Liability. Environmental Compliance Costs,and any other claims,actions, suits, legal or administrative orders or proceeding, demands or other liabilities resulting from the release in the past or in the future of any Hazardous Materials of any kind whatsoever, in, on or under the Property, by Seller. Notwithstanding any other provision of this Agreement, Buyer's release and indemnification as set forth in the provisions of this Section, as well as all provisions of this Section, shall survive Close of Escrow and any termination of this Agreement and shall continue in perpetuity. 12. LIQUIDATED DAMAGES THE PARTIES ACKNOWLEDGE AND AGREE THAT BUYER'S UNEXCUSED FAILURE TO PURCHASE THE PROPERTY MAY RESULT IN DAMAGES TO SELLER IN AN AMOUNT NOT READILY ASCERTAINABLE BY THE PARTIES. SUCH DAMAGES WOULD INVOLVE VARIABLE FACTORS SUCH AS THE REMOVAL OF THE PROPERTY FROM THE MARKET,POSTPONEMENT OF SALES AND PROPERTY TAX REVENUES FROM THE PROPERTY TO THE COMMUNITY, AND THE FAILURE OF SELLER TO EFFECT ITS PURPOSES AND OBJECTIVES WITHIN REASONABLE TIME RESULTING IN ADDITIONAL IMMEASURABLE DAMAGE AND LOSS TO SELLER AND THE COMMUNITY. IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE SELLER, BUT THE PARTIES ARE OF THE OPINION,UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGE WOULD BE APPROXIMATELY EQUAL TO THE AMOUNT OF THE DEPOSIT SET FORTH IN SECTION I-I AT THE TIME OF DEFAULT. IN THE EVENT OF SUCH DEFAULT BY BUYER AND THE ELECTION OF SELLER TO TERMINATE THIS AGREEMENT AND ESCROW AND TO OBTAIN THE LIQUIDATED DAMAGES PURSUANT TO THIS PARAGRAPH, SELLER SHALL BE RELEASED FROM SELLER'S OBLIGATION TO S Lyp'�E PROPERTY TO BUYER AND BY PLACING THEIR INITIALS HERE, BUYER 177-)(AND SELLER AGREE THAT SELLER SHALL RETAIN AS LIQUIDATED DAMAGES THE DEPOSIT DESCRIBED IN SECTION I-I ABOVE AND SELLER SHALL HAVE NO OTHER RIGHTS OR REMEDIES WHATSOEVER, OTHER THAN RETAINING THE DEPOSIT AS LIQUIDATED DAMAGES AND THE EXTINGUISHMENT OF ALL FURTHER OBLIGATIONS UNDER THIS NIN 15LE 10 AGREEMENT TO BUYER. IN THE EVENT THIS PARAGRAPH SHALL BE VOID FOR ANY REASON, SELLER SHALL BE ENTITLED TO THE FULL EXTENT OF DAMAGES OR OTHER REMEDIES OTHERWISE PROVIDED BY LAW OR EQUITY. IN WITNESS WHEREOF,the parties hereto executed this Agreement on the dates set forth opposite their respective signatures hereto. BUYER: Executed this day of August, 1995, at California SELLER: CITY OF REDLANDS REDEVELOPMENT AGENCY Executed this 1_5 t day of August, 1995, Swen Larson. Chairman at Redlands, California ATTEST: By , Corrie yzer, Sec MP!15LE 11 EXHIBIT A Property to be conveyed by the Redevelopment Agency to Calabria Partners, L.L.C. is described as follows: Lots 6, 7, 8.and 10 according to Map of the east 1/2 of the east 1/2 of Lot 28, Block 77, Rancho Bernardino, in the City of Redlands, as per plat recorded in Book 8 of Maps, Page 62, records of San Bernardino County. Except therefrom the west 16 feet of each lots conveyed to City of Redlands, as per deed recorded in Book 404, Page 231 of deeds, for purpose of an alley. Also except that portion taken for widening of Orange Street. Also except that portion thereof, described as follows: Beginning at the northeast comer of said Lot 6: Thence along the north line of said Lot 6, south 89' 39'02" west 17.89 feet; thence south 45* 20'18" east, 25.29 feet to the east line of said Lot 6. Distant along said fast line. Being also the west line of Orange Street, as shown on said map, south 0' 1017" east 17.89 feet from the point of beginning;thence along said east line north 0' 19'17" west 17.89 feet to the point of beginning. (Assessor's Parcel No. 169-201-38). The real property situated in the City of Redlands, described as follows: That portion of Lot 28, Block 77 of Rancho San Bernardino, as per plat recorded in Book 7 of Maps, Page 2, records of said County, described as follows: Beginning at a point 490 feet north of the south comer of the east 1/2 of the east 11'2 of the north 1/2 of said Lot 28; thence north 40 feet; thence west 330 feet; thence south 40 feet; thence east 330 feet to the point of beginning. Saving and excepting therefrom a strip of land 10 feet wide off the east side of said premises, reserved for street purposes, said property is also shown as Lot 11, according to Map of the east 1/2 of the north 1/2 of Lot 29, Block 77. Rancho San Bernardino, in Book 8 of Maps, Page 62,records of said County. (Assessor's Parcel No. 169-201-29). The real property situated in the Citi• of Redlands, described as follows: North 40 feet of Lot 12 subdivision of east 1/2 of east 1,12 of the north 1/2 of Lot 28, Block 77,Rancho San Bernardino shown in Book 8 of Maps, Page 62. (Assessor's Parcel No. 169-201-30).