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Contracts & Agreements_26-2010_CCv0001.pdf
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Escrow Instructions ("Agreement") is made and entered into by and between Southern California Edison ("Buyer") and the City of Redlands ("Seller") this 16th day of February, 2010 ("Effective Date"). Buyer and Seller are sometimes individually referred to herein as a "Party" and,together, as the "Parties." In consideration of the mutual promises contained herein, the Parties agree as follows: AGREEMENT ARTICLE I PURCHASE AND SALE Section 1.1 Purchase and Sale. Seller is the owner of certain real property located in the City of Redlands and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"). On all of the terms, covenants and conditions contained in this Aareement. Seller agrees to sell the Property to Buyer, and Buyer agrees to buy the Property from Seller. Section 1.2 Purchase Price. The purchase price for the Property ("Purchase Price") is Sixteen Thousand Dollars ($16,000). Section 1.3 Pant of the Purchase Price. Buyer shall pay the Purchase Price to Seller in cash upon "Close of Escrow" as defined herein. ARTICLE 11 ESCROW Section 2.1 Escrow, Escrow Holder, and Opening of Escrow. Within ten (10) business days of the Effective Date of this Agreement, Seller shall open an escrow to facilitate the transaction contemplated by this Agreement ("Escrow") with Lawyers Title Insurance Company ("Escrow Holder") at the address specified in Section 8.6. Delivery by Seller to Escrow of a fully-executed original or counterpart original of this Agreement shall constitute the opening of Escrow ("Opening of Escrow"). This Agreement shall constitute escrow instructions ("Escrow Instructions") to Escrow Holder. The Parties shall execute such additional Escrow Instructions consistent with the provisions of this Agreement that are mutually acceptable to the Parties or that may be required by Escrow Holder. Escrow Holder's general provisions ("Standard Escrow Instructions") shall also constitute Escrow Instructions for purposes of this Agreement. As between the Parties, Buyer and Seller agree that if there is any conflict between the terms of this Agreement and the Standard Escrow Instructions,this Agreement shall control. Section 2.2 Close of Escrow. Subject to the conditions set forth in Section 2.8, Escrow shall close on the date that fee title to the Property is conveyed from Seller to Buyer as contemplated by this Agreement and evidenced by the recording of a grant deed for the Property ("Close of Escrow"). Unless otherwise extended by written amendment to this Agreement, Close of Escrow shall occur on or before April 15, 2010 after all conditions precedent to Close of 1:\ca\djm\Agreements\PSA.SCE 3,24,09,doc Escrow have been satisfied or waived. Seller may extend the escrow date, in its sole discretion, by written authorization from Seller's City Manager to Escrow Holder. Section 2.3 Preliminary and Supplemental Title Reports. Escrow Holder shall deliver to Buyer, within ten (10) business days after the Opening of Escrow, a Preliminary Title Report covering the Property issued by Lawyers Title Insurance Company ("Title Insurer"). The Preliminary Title Report shall be accompanied by complete copies of all underlying documents referred to in the Preliminary Title Report as evidencing exceptions to title (collectively "PTR"). Section 2.4 Review of Title Documents. Buyer shall have ten (10) business days following receipt of the PTR within which to notify Seller, in writing, of Buyer's disapproval of any exception to title disclosed in the PTR. In the event the PTR is supplemented ("Supplemental PTR") by the Title Insurer, Buyer shall have five (5) business days after its receipt by Buyer of such Supplemental PTR, within which to approve or disapprove any new matters disclosed in the Supplemental PTR. In the event Buyer disapproves a matter disclosed in the Title Documents that Seller declines to cure and that Buyer declines to waive, the Escrow shall be cancelled with respect to the Property upon written notice by either Party to the Escrow Holder and the other Party. Upon any such cancellation of Escrow, each Party shall pay one-half of the Escrow cancellation charges. Section 2.5 Condition of Title. All matters contained in the PTR that are not disapproved by Buyer prior to the end of the period referred to in Section 2.4 shall be deemed to be permitted exceptions ("Permitted Exceptions"). Seller shall convey the Property to Buyer in fee simple title, which shall be, except for the Permitted Exceptions, free and clear of all leases, tenancies, rentals, mortgages, liens, charges, encumbrances, encroachments, easements, conditions, exceptions, assessments, taxes and other defects in title. Section 2.6 Obligations of Buyer. In addition to performance by Buyer of all obligations of Buyer contained in this Agreement, on or before one (1) business day prior to Close of Escrow, Buyer shall have deposited into Escrow: (i) the Purchase Price for the Property; and (ii) all other sums and documents reasonably required of Buyer by Escrow Holder to the Close of Escrow. Section 2.7 Obligations of Seller. In addition to fulfilling any other obligations of Seller contained in this Agreement, on or before one (1) business day prior to Close of Escrow, Seller shall deposit into Escrow; a grant deed to the Property, properly executed by Seller and recordable and any documents reasonably required of Seller by Escrow Holder to carry out Close of Escrow. Section 2.8 Conditions Precedent to Close of Escrow. Seller's obligation to convey the Property and Buyer's obligation to purchase the Property are subject to the satisfaction (or written waiver by the benefitting Party)of the following conditions precedent: (a) Escrow has not been canceled and/or this Agreement has not been terminated pursuant to Sections 2.4, 2.9 or 3.2; -2- (b) Title Insurer is prepared to issue the policy of title insurance described in Section 2.13. SectJo. .n. 2.9 Conditions Regarding Close of Escrow. In the event that any condition precedent to Close of Escrow referred to in Section 2.8 is neither satisfied nor waived in writing by the Party benefitting from the condition, such condition shall be deemed to have failed and Escrow shall terminate with respect to the Property. If either Party is at fault for cancellation of Escrow pursuant to this Section, including because the Party failed to act when or in the manner required pursuant to this Agreement, or because the Party acted in any such manner that impeded satisfaction of any condition precedent specified in Section 2.8, that Party shall be responsible for paying all Escrow cancellation costs. If the Escrow is terminated pursuant to this Section for any reason that is not the fault of a Party, the Parties shall equally bear the Escrow cancellation costs. Section 2.10 Taxes and Assessments. Prior to or concurrent with Close of Escrow, Seller shall pay, cancel or terminate all prior current taxes, including special taxes assessments and improvement fees or charges levied on or against the Property. Section 2.11 Payment of Costs. The costs associated with this transaction shall be paid as follows: (a) Buyer shall pay an amount equal to the cost of obtaining a standard form CLTA title insurance policy covering the Property in the amount of the Purchase Price including the cost of the PTR; (b) Buyer shall pay all costs of Escrow, including the Escrow Holder's escrow fee; (c) Buyer shall pay the cost of documentary transfer taxes, if any, in connection with the recordation of the grant deed. Section 2.12 Brokerage Fees. The Parties agree that Buyer is solely responsible for any fees and commissions relating to brokerage fees. Section 2.13 Title Policy. Escrow Holder shall deliver to Buyer, through Escrow, a CLTA owner's policy of title insurance insuring Buyer's fee ownership of the Property, subject only to the usual printed title company exceptions and the Permitted Exceptions, in amounts equal to the Purchase Price, issued by Title Insurer and dated as of Close of Escrow. Section 2.14 Execution of Other Documents, Compliance with Regulations. The Parties shall do such other things and shall execute all documents which are reasonably necessary for Close of Escrow to occur. Furthermore, the Parties shall comply at their own expense with all applicable laws required for Close of Escrow to occur including, but not limited to, any required filings with governmental authorities. Section 2.15 Recording of Documents and Delivery of Funds. Upon receipt of the funds and instruments described in this Article, and upon the satisfaction or waiver of the conditions precedent to Close of Escrow referred to in this Article, Escrow Holder shall cause the grant deed and other documents specified in this Agreement to be recorded in the official records of -3- the County of San Bernardino. Upon Close of Escrow, Escrow Holder shall deliver conformed copies of the grant deed and all other appropriate documents to Buyer. Section 2.16 Escrow Cancellation Charges. Notwithstanding any other provision of this Agreement to the contrary, in the event that Close of Escrow fails to occur as result of the default of a Party, the defaulting party ("Defaulting Party") shall be liable for all Escrow cancellation charges. In the event that Close of Escrow fails to occur for any other reason, Buyer and Seller shall each be responsible for and shall pay one-half of all Escrow cancellation charges unless specified otherwise in this Agreement. ARTICLE III FEASIBILITY, DUE DILIGENCE AND INSPECTIONS Section 3.1 Feasibility, Due Diligence, and Inspections. Buyer shall have thirty (30) business days from the Effective Date of this Agreement to complete its due diligence ("Due Diligence Period"). After providing Seller with at least twenty-four (24) hours written notice, Buyer and its consultants, agents, contractors and employees ("Buyer's Agents") shall have the opportunity during the Due Diligence Period to enter the Property during regular business hours, as reasonably necessary,to make visual inspections of the Property. Buyer shall have the right at any point during the due diligence period to terminate this Agreement at its sole and absolute discretion. Section 3.2 Consequences of Feasibility and Due Diligence Inspection. If Buyer fails to terminate this Agreement or disapprove, in writing, of the physical or environmental condition of the Property prior to the end of the Due Diligence Period, or any extension thereto, Buyer shall be deemed to have approved the physical and environmental condition of the Property. Buyer shall notify Seller in writing if Buyer disapproves the physical or environmental condition of the Property as a result of any visual inspection conducted pursuant to Section 3.1. In such event, within fifteen (15) business days after receipt of any such notification, Seller may either: (i) cancel the Escrow with respect to the Property by delivering written notice to Buyer and Escrow Holder: or (ii) give written notice to Buyer that Seller intends to remove or abate the condition prior to Close of Escrow ("Abatement Option"). If Seller elects to exercise its abatement option and does not remove or abate the condition within ten (10) days, Buyer may terminate this Agreement at its sole and absolute discretion or may proceed with close of escrow. The failure of Buyer to provide Seller with a Notice that it has elected to proceed with closing after the expiration of the ten (10) day period shall constitute Buyer's election to terminate this Agreement. Section 3.3 Right to Observe Inspections. Seller may be present and may observe any visual inspections conducted by Buyer or Buyer's consultants. Section 3.4 Repair of the Property. If Escrow is cancelled with respect to the Property, Buyer shall promptly repair any damage it has caused to the Property. Section 3.5 License for Buyer Inspections. As consideration to Buyer, Seller hereby grants a non-exclusive license to Buyer to enable Buyer to conduct Buyer's due diligence activities as to its proposed use of the Property ("Buyer License"). The Buyer License shall -4- include, but is not limited to, allowing Buyer to enter, cross over, on, along, through and across the Property to make its visual inspections. The Buyer License is granted subject to any covenants, restrictions, reservations, rights-of-way and encumbrances of record. ARTICLE IV SELLER'S REPRESENTATIONS AND WARRANTIES Section 4.1 Seller is selling the Property in "As-Is" condition. Buyer expressly acknowledges the existence of arsenic on the Property and agrees that Seller shall have no liability to Buyer or any other person or entity therefor, or any obligation for the payment of any costs for any remediation of the Property undertaken by Buyer. Seller hereby disclaims all warranties of any kind or nature whatsoever, whether expressed or implied, including but not limited to warranties with respect to either of the Property, or its condition or suitability for Buyer's intended use. ARTICLE V BUYER'S REPRESENTATIONS AND WARRANTIES Section 5.1 In addition to any other representations and warranties made by Buyer pursuant to this Agreement, Buyer warrants and represents that the following facts are true and correct as of the date Buyer executes this Agreement, and the truth and accuracy of such representations and warranties shall constitute a condition to Close of Escrow. As used in this Agreement, the phrase "to Buyer's knowledge" shall be limited to the actual knowledge of the signatories to this Agreement on behalf of Buyer and any constructive knowledge imparted to it as a result of any report, study or other documentation in Buyer's possession. (a) To Buyer's knowledge, neither this Agreement, nor any action required hereunder, violates or shall violate any contract, agreement or instrument to which Buyer is a party. No other person or entity is required to consent to, acknowledge, or execute this Agreement in order to validate its execution by Buyer or to permit the consummation of the transactions contemplated herein. (b) To Buyer's knowledge, Buyer, subject to the provisions of this Agreement, has the full right and authority to enter into this Agreement and consummate the transactions contemplated herein, and each person signing this Agreement on behalf of Buyer is authorized to do so. (c) To Buyer's knowledge, except as set forth in this Agreement, there is no existing state of facts or circumstances, or any condition or event, that would preclude Buyer from fulfilling its obligations under this Agreement. ARTICLE VI INSURANCE AND INDEMNIFICATION Section 6.1 Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Seller from any loss of or damage to the Property (including any costs for any remediation of the Property), or injury or death of any person whomsoever, including attorneys' fees and costs, arising from the activities caused in whole or in part by any intentional or negligent act of Buyer or Buyer's Agents, or by any act or omission of Buyer or Buyers Agents in the exercise of rights -5- pursuant to the Buyer License or in connection with Buyer's purchase of Property. ARTICLE VII DISPUTES AND DEFAULT Section 7.1 Governing Law. This Agreement shall be governed by and construed in accordance with California law. Section 7.2 Interpretation of Agreement. The headings set forth in this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions contained herein. Section 7.3 Attorneys' Fees. In any action between Buyer and Seller seeking enforcement or interpretation of any provision of this Agreement or in connection with the purchase of the Property,the prevailing Party in such action shall be awarded its reasonable costs and expenses, including, but not limited to, reasonable attorneys' fees, (including fees for the use of in-house counsel by a Party) disbursements, and court costs, in addition to any damages, injunctive, or other relief awarded, and, without limitation, attorneys' fees, disbursements, and court costs, incurred in any post judgment proceedings to collect or enforce any judgment. Section 7.4 Default. 'rime is of the essence in this Agreement, and if either Party defaults on its obligations hereunder, then the other Party ("Non-Defaulting Party") may initiate termination of this Agreement by notice in writing to the Defaulting Party and Escrow Holder. If the Defaulting Party has not fully cured the default within thirty (30) business days after receipt of such written notice, the Non-Defaulting Party may instruct Escrow Holder to cancel the Escrow, and the Non-Defaulting Party shall thereupon be released from its obligations under this Agreement. If said Default is not cured within the foregoing thirty (30) day period, it is hereby Mutually agreed that Escrow shall be immediately cancelled and the full deposit (less any escrow, title, or other applicable fees) shall be released to Seller and there will be no further liability from the Parties herein. ARTICLE Vill MISCELLANEOUS PROVISIONS Section 8.1 Entire Agreement and Amendment. This Agreement fully and completely expresses the entire agreement between the Parties with respect to the subject matter hereof. Any amendment to this Agreement shall be in writing and approved by the City Council of Seller; provided, however, that an amendment to this Agreement solely for the purpose of extending the Close of Escrow may be approved in writing by the City Manager of Seller. Section 8.2 Waiver. The failure of either Party at any time to require a performance by the other Party of any provision hereof shall not affect in any way the full right to require such performance at any time thereafter. The waiver of any breach of any provision of this Agreement by Buyer or Seller shall not be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement. -6- Section 8.3 Representation by Independent Counsel. Buyer and Seller agree and acknowledge that they have been represented by independent legal counsel of their own choice throughout all negotiations preceding the execution of this Agreement, and that they have executed this Agreement with the consent of, and upon the advice of, their own legal counsel. Section 8.4 Not for Benefit of Third Parties. This Agreement and every provision hereof is for the exclusive benefit of the Parties to this Agreement and not for the benefit of any third party. Section 8.5 Assianmen . This Agreement shall be binding upon the Parties hereto and their respective heirs, successors, representatives and assigns. Section 8.6 Notices. All notices, demands and other communications given or required to be given pursuant to this Agreement shall be in writing, duly addressed as indicated below, and given by personal delivery, registered or certified mail (postage prepaid and return receipt requested), Federal Express or other reliable private express delivery, or by facsimile transmission (with original to follow via first-class U.S. Mail). Such notices, demands or other communications shall be deemed received: (i) immediately upon delivery if personally delivered or sent by facsimile transmission; or (ii) after three business days if given or sent by any other approved method specified above. Any Party specified below may, for purposes of this Agreement, change its name, address, facsimile number or person to whom attention should be directed by giving notice in the manner specified in this Section. Notices, demands and communications shall be duly addressed as follows: To Buyer: To Seller: Cecil R. House Attention: City Manager Senior Vice President City of Redlands Safety, Operations Support and Chief P.O. Box 3005 Procurement Officer Redlands, CA 92373 Southern California Edison (909) 798-7510 8631 Rush Street Rosemead, CA 91770 Ian W. Cuthbertson To Escrow Company: Mountainview Power, LLC Lawyers Title Insurance Company Plant Manager 275 W. Hospitality Lane, Ste 200 2492 W. San Bernardino Ave. San Bernardino, CA 92408 Redlands, CA 92374 (909) 382-5960 Section 8.7 Severability. If any article, section, subsection, paragraph, sentence, clause or phrase contained in this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by a court of competent jurisdiction to be illegal, null or void or against public policy,the remaining articles, sections, subsections, paragraphs, sentences, clauses or phrases contained in this Agreement shall not be affected thereby. -7- Section 8.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. IN WITNESS OF THE FOREGOING, the undersigned execute this Agreement on behalf of Buyer and Seller. SOUTHERN CALIFORNIA EDISON By: 11 R. House Its: Senior Vice President Safety, Operations Support and Chief Procurement Officer 8631 Rush Street Rosemead, CA 91770 CITY OF REDLANDS Pat Gilbreath, Mayor ATTEST: i Sam Irwin, Ci Clerk -8- i I i I } tt } 1 E i f ,i , 1 I I I i 6CAUE I t . } 1 } I 1 � I 1 i I W � } ... s 1 t� I i 4 I y �[� �✓+]P 4i/ IVLly t�V J aj J G.J �a3'y Cr�,�aGE GROVL Nc�mE.�rE� BEfi'NARD1J1�1 AYE. SAN r� i 1 APA i�G�/yI?2-$21-IY A2.8� Exhibit"A" LEGAL DESCRIPTION All that certain real property situated in the County of San Bernardino, State of California, described as follows: A strip of land sixty (60) feet in width, being a part of Lot 31 of the Orange Grove Homestead, recorded in Book 2 of Maps, records of San Bernardino County, California, at Page 5 thereof, said strip of land sixty (60) feet in width being thirty (30) feet on each side of the following described center line, to-wit: Beginning at a point in the North line of San Bernardino Avenue, said point of beginning being Easterly two hundred and thirty two and five tenths (232.5) feet from the Southwest corner of said Lot 31; thence from said point of beginning on a 11 degree curve to the right and Northwest having a radius of 521.7 feet, three hundred thirty four and twenty five hundredths (334.25) feet to a point in the West line of said Lot 31, said last mentioned point being distant Northerly two hundred and thirty and five tenths (230.5) feet from the Southwest corner of said Lot 31. Excepting therefrom an 8,75 foot wide strip of property for public utility and roadway easement purposes, located westerly of a line, parallel to and 50 feet easterly of the center line of Mt. View Avenue as shown on Parcel Map No, 15573, filed in Book 190, Pages 96 and 97 of Parcel Maps, records of San Bernardino County, California-, Also excepting therefrom a 10.07 foot wide strip of property for public utility and roadway easement purposes, located southerly of a line parallel to and 50 feet northerly of the center line of San Bernardino Avenue as shown on said Parcel Map No. 15573. MUNICIPAL UTILITIES & ENGINEERING DEPARTMENT MEMORANDUM TO: Pat Gilbreath, Mayer THRU: Sam Irwin, City Clerk N. Enrique Martinez, City Manager FROM: Rosemary Hoerning, Director of Municipal Utilities & Engineering DATE: April 15, 2010 SUBJECT: Escrow Documents for Property Sale of APN #0292-021-19 with Southern California Edison On February 16, 2010 Council approved the sale of City owned property located at the northeast corner of Mountain View Avenue and San Bernardino Avenue to Southern California Edison and authorized you to execute the purchase and sale agreement. Attached for your execution are the escrow documents. In addition to signing, please initial on the pages referencing "Seller". After signing and initialing the escrow documents, please forward to the City Clerk for signature/attest and for further processing and transmittal of all originals to MUED, Jane Weathers x4147. Thank you. RH/jw Attachment: Escrow Instructions, Grant Deed, Loan Information, and California & Federal Tax Forms Copy of purchase and sale agreement and escrow instructions approved by Council 2/16/2010 `tle Lawyers Title r i rsT 275 West Hospitality Lane, Suite 200 San Bernardino CA 92408 xvt INSURANCE CORPORATION Phone: (909) 382-5950 Fax: April 13, 2020 The City of Redlands, a municipal corporation P.O. Box 3005 Redlands, CA 92373 Escrow No.: (7760590}-705-BM6 Property: APN #0292-021-19, Redlands, CA To assist us in the processing of your escrow transaction, please examine the following items as indicated. Please carefully read any documents before signing. PLEASE SIGN AND RETURN (a copy is enclosed for your files): Escrow Instructions PLEASE SIGN BEFORE A NOTARY PUBLIC AND RETURN: (NOTE: The Notary seal must be clear, unbroken and legible. You must also sign your name exactly as it appears.) -Grant Deed PLEASE COMPLETE SIGN AND RETURN: -Loan Information -California & Federal Tax Forms PLEASE FURNISH THIS OFFICE WITH: -Copy of minutes from board meeting sale is approved. Should you need further information, please feel free to contact the undersigned directly. Sincerely, �U Bridget anda Escrow icer Phone', (909) 382-5980 Fax: (866) 522-3658 e-mail: bmiranda(dMic.com Enclosures Effective Date: 5/1/2008 Fidelity National Financial, Inc. Privacy Statement Fidelity National Financial, Inc. and its subsidiaries ('`FNF") respect the privacy and security of your non-public personal Information ("Personal Information") and protecting your Personal Information is one ofour top priorities. This Privacy Statement explains FNF'm privacy practices, including how we use the Personal Information we receive from you and from other specified sources, and to whom It may be disclosed. FNF follows the privacy practices described in this Privacy Statement and, depending nnthe business performed, FNFcompanies may share information asdescribed herein. Personal Information Collected YVemay collect Personal Information about you from the following sources: ~ Information we receive from you on applications or other forms, such as your name, address, social security number, tax identification number, asset information, and |ncomeinformation; * Information we receive from you through our Internet websites, such as your name, address, email address, Internet Protocol address, the website links you used to get to our websites, and your activity while using or reviewing our websites; * Information about your transactions with or services performed by us, our affiliates, or others, such as information concerning your policy, premiums, payment history, information about your home or other real property, information from lenders and other third parties involved in such transaction, account balances, and credit card information; and ^ Information we receive from consumer or other reporting agencies and publicly recorded documents. Disclosure ofPersonal Information We may provide your Personal Information (excluding information we receive from consumer or other credit reporting agencies) to various individuals and companies, as permitted by law, without obtaining your prior authorization, Such laws do not a||mv consumers to restrict these d|edosures. Disclosures may include, without limitation, the following/ " To insurance agents, brokers, representatives, support organizations, or others to provide you with services you have requested, and to enable us to detect urprevent criminal activity, fraud, material misrepresentation, or nondisclosure in connection with an insurance transaction; * To third-party contractors or service providers for the purpose of determining your eligibility for an insurance benefit orpayment and/or providing you with services you have requested; ° To an insurance regulatory authority, or law enforcement or other governmental authority, in m civil action, in connection with p subpoena ora governmental investigation; • To companies that perform marketing services on our behalf arto other financial institutions with which wehave joint marketing agreements and/or ° To lenders, lien holders, judgment creditors, or other parties claiming an encumbrance or an interest in tide whose claim or interest must be determined, settled, paid or released prior to a title orescrow closing, We may also disclose your Personal Information to others when we believe, in good faith, that such disclosure is reasonably necessary to comply with the law or to protect the safety of our customers, employees, or property and/or to comply with ajod\de| proceeding, court order nrlegal process. Page znf3 Effective Date: 5/1/2000 Disclosure to Affiliated Cgnpanies - We are permitted by law to share your name, address and facts about your transaction with other FNF companies, such as insurance companies, agents, and other real estate service providers to provide you with services you have requested, for marketing or product development research, or to market products or services to You. We do not, however, disclose information we collect from consumer or credit reporting agencies with our affiliates or others without your consent, in conformity with applicable law, unless such disclosure is otherwise permitted by law. - We do not disclose Personal Information about our customers or former customers to nonaffiliated third parties, except as outlined herein or as otherwise permitted bylaw. Confidentiality and Security of Personal Information We nsethc± access to Personal Information about you to those employees who need to know that information to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard Personal lnhannaboo. Access TmPersonal Information/ Requests for Correction, Amendment, orDeletion mfPersonal Information As required by applicable law, we will afford you the right to access your Personal Information, under certain circumstances tnfind out howhom your Personal information has been disclosed, and request correction or deletion of your Personal Information. However, FNF's current i)olicy is to maintain customers' Personal Information for no less than your state's re u-ired-,re(�-q,r..,d—.r-e-.t-,ention reqjiireln� juture For your protection, JJL)�i in ur Where permitted by law, we may charge a reasonable fee to cover the costs incurred in responding to such requests. Please send requests to; Chief Privacy Officer Fidelity National Financial, Inc. 6Q1Riverside Avenue Jacksonville, FL 32204 Changes tothis Privacy Statement This Privacy Statement may beamended from time toUmeconsistent with applicable privacy laws. When we amend this Privacy Statement, we will post a notice of such changes on our website. The effective dmbm of this Privacy Statement, as stated above, indicates the last time this Privacy Statement was revised or materially changed. Page 2cf2 RECORDING REQUESTED BY Lawyers Title Company* WHEN RECORDED MAIL THIS DOCUMENT AND TAX STATEMENTS TO: Southern California Edison 2131 Walnut Grove Avenue Rosemead, CA 91770 APN: 0292-021-19 Escrow No: 07605909-706-SM6 Title No: 610651051 Space above this line for Recorder's use GRANT DEED THE UNDERSIGNED GRANTOR(S) DECLARE(S) DOCUMENTARY TRANSFER TAX IS $ 17.60, CITY TAX $ 000 computed on full value of property conveyed,, AND FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The City of Redlands, a municipal corporation, a unicipal corporation hereby GRANT(S) to Southern California Edison the following described real property in the City of Redlands County of San Bernardino, State of California: SEE LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF Commonly known as: APN #0292-021-19, Redlands, CA Dated: _April 13 The City of Redlands STATE OF CALIFORNIA ss: Pat Gilbreath, Mayor COUNTY OF On before me, a Notary Public, (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is/are subscribed to the within instrument and acknowledged to me that he/ she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (This area for notary stamp) MAIL TAX STATEMENTS AS DIRECTED ABOVE Exhibit"A" LEGAL DESCRIPTION All that certain real property situated in the County of San Bernardino, State of California, described as follows* A strip of land sixty (60) feet in width, being a part of Lot 31 of the Orange Grove Homestead, recorded in Book 2 of Maps, records of San Bernardino County, California, at Page 5 thereof, said strip of land sixty (60) feet in width being thirty (30) feet on each side of the following described center line, to-wit: Beginning at a point in the North line of San Bernardino Avenue, said point of beginning being Easterly two hundred and thirty two and five tenths (232.5) feet from the Southwest comer of said Lot 31; thence from said point of beginning on a 11 degree curve to the right and Northwest having a radius of 5213 feet, three hundred thirty four and twenty five hundredths (334.25) feet to a point in the West line of said Lot 31, said last mentioned point being distant Northerly two hundred and thirty and five tenths (230.5)feet from the Southwest corner of said Lot 31. Excepting therefrom an 8.75 foot wide strip of property for public utility and roadway easement purposes, located westerly of a line, parallel to and 50 feet easterly of the center line of Mt. View Avenue as shown on Parcel Map No. 15573, filed in Book 190, Pages 96 and 97 of Parcel Maps, records of San Bernardino County, California; Also excepting therefrom a %07 foot wide strip of property for public utility and roadway easement purposes, located southerly of a line parallel to and 50 feet northerly of the center line of Sari Bernardino Avenue as shown on said Parcel Map No. 15573. REAL ESTATE REPORTING CERTIFICATION FOR INFORMATION REPORTING This farm may be completed by the seller of a principal residence. This information is necessary to determine whether the sale or exchange should be reported to the seller, and to the Internal Revenue Service on Form 1099-S, Proceeds From Real Estate Transactions. If the seller properly completes Parts I and III, and makes a "true" response to assurances (1) through (6) in Part II (or a "not applicable" response to assurance (6)), no information reporting to the seller or to the Service will be required for that seller. The term "seller" includes each owner of the residence that is sold or exchanged. Thus, if a residence has more than one owner, a real estate reporting person must either obtain a certification from each owner (whether married or not) or file an information return and furnish a payee statement for any owner that does not make the certification. Part I. Seller Information 1. Name of Seller The.City of Redlandsa municipal corporation 2. Address or legal description (including city, state, and ZIP code) of residence being sold or exchanged APN #0292-021-19 Redlands CA 3. Taxpayer Identification Number (TIN) c9()QQ()7_-,A.__... _ _.- Part II. Stiller Assurances heck"True"or"False"for assurances (1)through (5), and`True","False",or"not applicable"for urance (6). True False 171 171 (1) I owned and used the residence as my principal residence for periods a regating 2 years or more during the 5-year period ending on the date of the sale or exchai e of the residence. © ❑ (2) I have not sold or exchanged another principal residence during the 2-year period ending on the date of the sale or exchange of the residence. 11 ❑ ❑ (3) I (or my spouse or former spouse, if I was married a ny time during the period beginning after May 6, 1997, and ending today) have not use any portion of the residence for business or rental purposes after May 6, 1997. ❑ ❑ (4) At least one of the following three staternen applies: The sale or exchange of the entire re ' once for$250,000 or less. OR I am married, the sal eO haeme is of the entire residence for $500,000 or less, and the gain on the sale or exch e o t�entire residence is $250,0100 or less. OR I am married, the e or exchange is of the entire residence for $500,000) or less, and (a) I intend to file a t return for the year of the sale or exchange, (b) my spouse also used the Z(5uring nce as or her principal residence for periods aggregating 2 years or more during the r per' d ending on the date of the sale or exchange of the residence, and (c) my spouse , not sold or exchanged another principal residence during the 2-year period ending on to of the sale or exchange of the principal residence. the 5-year period ending on the date of the sale or exchange of the residence, I did not re the residence in an exchange to which section 1031 of the Internal Revenue Code d.Tmy basis in the residence is determined by reference to the basis in the hands of a person who acquired the residence lnw'an exchange to which section 1031 of the Internal Revenue Code applied, the exchange to which section 1031 applied occurred more than 5 years prior to the date I sold or exchanged the residence. If you answered "True" to the first 5 questions and answered "True" or "N/A" to question No. 6, date and sign page 2 of this form and no information reporting to the seller or to the Service will be required for that seller. If you answered "False" to ANY of the above 6 questions, then please complete the following information, which will then be reported to the seller and the Service by LAWYERS TITLE COMPANY, who will produce Form 10199 for reporting of real estate transactions in accordance with Internal Revenue Code Section 6045(e). Please sign page 2 of this form. Rev,01/22(2007(Rev.Proc. 2007-12) page 1 of 2 PLEASE BE SURE THE INFORMATION IS A CCURA TE- ONCE THE 10+.99 HAS SEEN ISSUED, ABSOLUTELY NO CHANGES WILL BE MADE. I Principal Residence ❑ OR Other Real Estate ❑ ,Husband and Wife ❑ gJ9 Individual ❑ GROSS SALES PRICE: $16 .00 Escrow number: 076059Q9:Z0.6-5 Existing financing was federally-subsidized: YES ❑ OR NO ❑ Property is part of an exchange: YES 0 QR NO ❑ ADDRESS WHERE 1099 IS TO BE MAILED AT CLOSE OF ESCROW: Sale with multiple sellers allocate percentage of ownership for the undersigned, 0/6 Escrow Agent to complete the following (at closing), and issue a 1099, if the above box is completed. Gross Sales Price: j16,_000.00 CLOSING DATE: Tax Proration Credit to Seller, if any: $ Part III. Seller Certification UNDER PENALTY OF PERJURY, I CERTIFY THAT THE ABOVE REFERENCED INFORMATION IS A TRUE AND ACCURATE ACCOUNT OF THIS REAL ESTATE TRANSACTION IDENTIFIED AT THE END OF THE DATE OF THE RECORDING. -;r April 19 , 201 The City of Redlands, a municipal corporation Dal To be executed by Spouse, only if a 1099 is to be issued., Date Rev. 01/22/2007(Rev.Proc. 2007-112) Page 2 of 2 Lawyers Title K���' Z7SVVestHoup|haOtyLane, Suite 2OO ------ � San Bernardino, CA 92408 /wsunAwos oonponAr/ow Phone: (9O9) 38Z-596O Bridget Miranda, Escrow Officer Phone: (yDg) 3QZ-S980 ° Fax: (866) 527-36S8 e'ma||: Dm THIS DOCUMENT WILL AFFECT YOUR LEGAL RIGHTS — READ IT CAREFULLY! SUPPLEMENTAL ESCROW INSTRUCTIONS & GENERAL PROVISIONS Date:04/07/2010 EsumwNo.:07605909-706-Bn06 THE ESCROW HOLDER IS LAWYERS TITLE COMPANY, WHICH IS LICENSED BY THE CALIFORNIA DEPARTMENT OF INSURANCE Prior to the dose of escrow, Buyer will deposit an additional amount of $ 16,000.00 TOTAL CONSIDERATION $ 16,000'00 Prior to the expiration of the time specified in this paragraph, Buyer(s) and/or Seller(s) will hand you, or cause to be handed to you, all funds and/or documents, required from Buyer(s) and/orSe||er(s) to enable you to comply with these instructions, all of which you are authorized to use and/or deliver on 04/15/2010, provided that our title insurer, , has advised you that they are in o position to issue a '[LTA Policy of Title Insurance in the issuing tide company's usual form, with a liability of not less than the total consideration of $1C,000^00, and insuring title to Real Property described as: SEE HEREOF< APN# 0292-021-19 : (Escrow Holder shoUnot bacnncemedorUaWehrthe ve�OcaUunofsada�dnse) �APN #0292-03Redlands, CASouthern California Edison For purposes of this transaction the BUYER(S) is: ` ^ ' ` - ��mx_"_.^-. ~-_' vesting _ __~- provided Holder ' Ewmrw»nHolder is Instructed and m vesting��� �� on Grant Deed ' `-' mfGrantor thereon. '^ pse. of this transaction the fiktkERLS is The'City of Redlands, amunicipal corpmratmm.'/���'� Free from EncqMbjance�s EXCEPT: 1. Current general and special taxes for the fiscal yea, in wmon this escrow closes, and taxes for the ensuing year, if any, a lien not yet duo and payable. 2. The lien of supplemental haxcm/ if any, assessed pursuant to Chapter 3.5 (commencing with Section 75) of the California Revenue and Taxation Code, all bonds and assessments levied or assessed subsequent to the date of these instructions. 3. Covenants, conditions, restrictions, reservations, rights, rights of way, easements and the exception or nesena»bno of water, N|, gas, minerals, carbons, hydrocarbons or kindred substances on or under said land, now of record, if any, or in the Deed to file. PLEASE INITIAL E> 8UYER(S):_______/ 3Eusn(S)_�~���__� PAGE Escrow No,: 07605909~706~SM6 ADDITIONAL INSTRUCTIONS 1. PURCHASE ANQ SALE AqRkkMgyJ:AX2 ESCRQW INSTRQCTFONS, Escrow holder has been handed: Copy of Executed Purchase and Safe Agreement and Escrow Instructions dated February 16, 2010, hereinafter collectively referred to as the"Agreement" by and between the undersigned Southern California Edison, the"Buyer"and the City of Redlands, the"Seller". The agreement is to serve as your Escrow Instructions, and subject to the Additional Instructions as set forth below and any mutually agreed upon amendments to follow, if any, Escrow Holder is authorized to act thereunder insofar as the processing of the above numbered escrow is concerned. Escrow Holder is given instructions to perform certain acts or with those paragraphs where Escrow Holder would generally and reasonable be expected to act. All other provisions of the Agreement, which the parties consider to be binding upon themselves, are considered to be outside the scope of Escrow Holder's responsibilities. If there is any disagreement between these instructions and the Agreement, (except as may be specifically address herein), the Agreement shall prevail. 2. Funds received by WIRE TRANSFER are available for immediate disbursement at the close of escrow. Other forms mf payment deposited may causeeztmmdmd delays in closing. Escrow Holder will not be responsible for any such delays due tethe type of deposits made. Therefore, we strongly urge any deposits made for closing funds tm be in the form of wire transfer. Please contact your escrow officer for our wiring instructions, or if you have any questions regarding this notice, 3. COSTS AND CHARG Escrow, Title and Recording costs are tnbecharged tnthe principals account, aayou deem customary in this County, unless you are instructed to do otherwise in writing. Additionally, Escrow Holder shall charge Sellers account for any costs associated with the Assurances of Title, Beneficiary Statement(s) and/or Demand(s) together with any amounts necessary to place title in condition called for, unless specifically instructed to do otherwise in vvrit/ng. LAWYERS TITLE COMPANY may be required to advance funds into this escrow, in order to expedite the processing of this transaction. All funds advanced shall be reimbursed to LAWYERS TITLE COMPANY at the dosing of this escrow or upon the cancellation of this escrow, from the appropriate party(/es). LAWYERS TITLE COMPANY GENERAL PROVISIONS Please read this important information (Revised February -2010) 1' DEPOSIT OF FUNDS The law dealing with the disbursement of funds requires that all funds be available for withdrawal as a matter of right by the title entity's escrow and/or sub escrow account prior to disbursement of any funds. only cash or w6e- t/ansfered funds can be given immediate availability upon deposit. Cashier's checks, teller's checks and Certified checks may be available one business day after deposit, All other funds such as personal, corporate or partnership checks and drafts are subject to mandatory holding periods which may cause material delays in disbursement o[funds in this escrow. in order to avoid delays, all fundings should be wine transfer. 0uogn|"g wire transfers will not be authorized until confirmation ofthe respective |ncominQwire transfer orofavai|amUtofdeposited checks. Parties aware and under�and the California {nsuxanceCdeSeotion 12413.1 (also known as'Good Funds"). depositorye t accoun ss instructed gtb&,WLgg, You may instruct Escrow Holder to scmw trust account deposit your funds Into an interest bearing account by signing and returning the"Notice of Opportunity to Open Interest Bearing Account", which has been provided to you, If you do not so instruct us, then ail funds received In this escrow shall be deposited with other escrow funds in one or more general escrow trust accounts, which include both non interest bearing demand accounts and other depository accounts of Escrow Holder, in any state or national bank or savings and loan association insured by the Federal Deposit Insurance Corporation (the "depository institutions") and may be transferred to any other such escrow trust accounts of Escrow Holder or one of its affiliates, either within or outside the State of California. A generai escrow trust account is restricted and protected against clairris by third parties and creditors of Escrow Holder and its affiliates, Re �cqWLof gg its b (z/R;y_Ho�d_erano�afflfiatgs. The parties to this escrow acknow;edge that the maintenance of such general escrow trust accounts with some depository institutions may result in Escrow Holder or its affiliates being provided with an array of bank services, accommodations or other benefits by the institution. Sorne or all of these benefits may bcconsidered interest due you under California Insurance Code Section z2413.5. Escrow Holder ur its affiliates also may elect to enter into ocher business transactions with or obtain loans for investment or ocher purposes from the depository institution. All such services, accommodations, and other benefits shall accrue to Escrow PLEASE INITIAL §�DHYER(�}� 5�LLER(�) P*seZ i Escrow No.: 07605909-706-BM6 Holder or Its affiliates and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of such services, accommodations, interest or other benefits. Said funds will not earn interest unless the instructions otherwise specifically state that funds shall be deposited in an interest-bearing account. All disbursements shall be made by check of LAWYERS TITLE COMPANY. The principals to this escrow are hereby notified that the funds deposited herein are insured only to the limit provided by the Federal Deposit Insurance Corporation. Any instruction for bank wire will provide reasonable time or notice for Escrow Holder's compliance with such instruction. Escrow Holder's sole duty and responsibility shall be to place said wire transfer instructions with its wiring bank upon confirmation of (I) satisfaction of conditions precedent or (2) document recordation at close of escrow. Escrow Holder will NOT be held responsible for lost interest due to wire delays caused by any bank or the Federal Reserve System, and recommends that all parties make themselves aware of banking regulations with regard to placement of wires. In the event there is Insufficient time to place a wire upon any such confirmation or the wires have closed for the day, the parties agree to provide written Instructions for an alternative method of disbursement. WITHOUT AN ALTERNATIVE DISBURSEMENT INSTRUCTION, FUNDS WILL BE HELD IN TRUST IN A NON-INTEREST BEARING ACCOUNT UNTIL THE NEXT OPPORTUNITY FOR WIRE PLACEMENT, 2. PRORATIONS AND AD31USTMENTS All prorations and/or adjustments called for in this escrow are to be made on the basis of a thirty (30) day month unless otherwise instructed in writing, You are to use information contained on last available tax statement, rental statement as provided by the Seller, beneficiary's statement and fire insurance policy delivered into escrow for the prorations provided for herein. 3, GENERAL/SPECIAL PROPERTY TAXES,SUPPLEMENTAL TAX BILLS, BONDS AND ASSESSMENTS General/Special Property Taxes: Escrow holder shall prorate general and special taxes for the current fiscal year, based on the most recent and available tax bill from the County Assessor's for this subject property. Supplemental Taxes: Buyer is advised the County Tax Assessor will revalue property which changes ownership or contains new construction, and this revaluation may result in a supplemental assessment. The supplemental taxes will be assessed from the date of the change in ownership or completion of construction. In addition, a lien of supplemental taxes for the current fiscal year, if any, assessed pursuant to Chapter 3,5 (commencing with Section 75) of the California Revenue and Taxation Code will be prorated at the close of escrow. Bonds and Assessments:All existing unpaid bonds and assessments levied or assessed prior to the date of the close of escrow shall be prorated, based upon the latest available public information. Any assessments made by the Tax Assessor prior to closing but not part of the public records and not disclosed by the Seller in writing to escrow holder, including but not limited to: weed abatement and code violations, shall not be the responsibility of escrow holder'and will not be included in any prorations at closing. The parties agree to make any adjustments outside of escrow. Refunds: Any tax refunds issued to Seller outside of this escrow by the Tax Collectors office which are not of public record and are not disclosed in writing to escrow holder prior to the close of escrow, shall riot be the responsibility of escrow holder n the proration calculations used for the closing of this transaction. The parties are to make any adjustments OUTSIDE OF THIS ESCROW and agree the escrow holder shall have no responsibility regarding same. It is the sole responsibility of the Seller to disclose to the Buyer if such a refund is received. Any tax bills, supplemental tax gills, bonds and assessments issued, levied or adjusted after the close of this transaction shall be handled directly between Buyer and seller, outside of escrow. 4. UTILITIES/POSSESSION Transfer of utilities and possession of the premises are to be settled by the parties directly arid outside escrow. S. PREPARATION AND RECORDATION OF INSTRUMENTS Escrow Holder is authorized to prepare,obtain, record and deliver the necessary instruments to carry out the terms and conditions of this escrow and to order the policy of title insurance to be issued at close of escrow as called for in these instructions. Close of escrow shall mean the date instruments are recorded. 6. SPECIAL RECORDING; LATE CONFIRMATION OF RECORDING Sed'er's proceeds may not be available, and encumbrances may not be paid off, until the first business day following the day of recording if 1) documents recorded at close of escrow are recorded later in the day than 8:00 a,m. (which is called a "special recording,.) or if 2) the County Recorder does not provide confirmation of recording within sufficient time to allow same-day disbursement of funds by wire or check. 7. AUTHORIZATION TO FURNISH COPIES You are authorized to furnish copies of these instructions, supplements, amendments, notices of cancellation and closing statements, to the Real Estate Broker(s) and Lender(s) named in this escrow. 8. FEES PAID IN ADVANCE: Escrow holder is instructed to use Buyer's funds deposited into escrow to pay any advanced fees required prior to close of escrow for such items as, but not limited to, charges by a Homeowners Association or their designated management company for ordering documents, lender's charges for a payoff statement, or city's charge for city reports or inspections related thereto. You are authorized, at the close of escrow, to charge the appropriate party for any fees advanced. In the event escrow should cancel Buyer and Seller agree to handle the exchange of any documents, inspections, reports and/or funds advanced, outside of this escrow. Escrow holder shall not be held liable or responsible for the reimbursement of funds advanced or the return of any documentation provided to Buyer, 9. FEES AND CHARGES, MESSENGER FEES Escrow, title, and recording charges and other costs are to be charged to the principals` accounts in accordance with customary practices in this County, unless Escrow Holder is instructed to do otherwise in writing, The charges which PLEASE INITIAL iu7BUY ER(S), I__ ___w__ SELLER(S) w /____ PAGL 3 Escrow No.: 07605909~706-0M6 the Company will Airborne, Express Mail, etc.) shall be the amount actually billed providing a bill is secured by escrow holder. Otherwise, a flat rate shall apply as follows: Federal Express $12.50 per package; UPS $11.25 per package; OnTrac $4.10 (weekends and/or morning deliveries may require additional charges). Special messenger fees will be charged at the actual cost of the messenger service. There will be no additional charge for pick-up or delivery of packages via the Company's regularly scheduled messenger runs, 10. RIGHT OF CANCELLATION Any principal Instructing you to cancel this escrow shall file notice of cancellation in your office in writing. You shall, within two (2) working days thereafter, deliver, one copy of such notice to each of the other principals at the addresses stated in this escrow. UNLESS WRITTEN OBJECTION TO CANCELLATION IS FILED IN YOUR OFFICE BY A PRINCIPAL WITHIN TEN (10) DAYS AFTER DATE OF SUCH MAILING, YOU ARE AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND PAYMENT OF YOUR CANCELLATION CHARGES. If written objection is filed, you are authorized to hold all money and instruments in this escrow arid take no further action until otherwise directed, either by the principals' mutual written instructions, or by final order of a court of competent jurisdiction, 11. RIGHT OF RESIGNATION Escrow Holder has the right toresign upon ten (1O) days written notice delivered tothe principals herein. Ifsuch right is exercised, all h,ngn arid documents shall be returned to the party who deposited them and Escrow Holder shall have noliability hereunder. 12. HAZARD INSURANCE POLICIES Buyer shall obtain Fire/Hazard Insurance coverage, if applicable, on the subject property priorto the lof escrow, as per requirements of the new lender, If Buyer, has not paid policy premium prior to close of escrow, Escrow Holder is authorized and instructed to debit Buyer's account with the cost of the annual premium and pay such premium to the insurance agent and/or company, at the close of escrow, from funds deposited by Buyer. Escrow Holder is instructed to request that the insurance company deliver the original policy and copies, as required, to all necessary parties. In the event the property is covered by a blanket insurance policy, Buyer shall provide Escrow Holder with a Certificate of Insurance. FAILURE TO PROVIDE FIRE/HAZARD INSURANCE WILL DELAY THE CLOSE OF ESCROW. Escrow Holder has no obligation to obtain fire or other insurance In the absence of a written instruction to do so. Further, there shall be no responsibility upon the port of Escrow Holder to renew hazard insurance po||q/($ upon cxp|muun or otherwise keep it/n funm either during or subsequent to the close of escrow. cancellation of any existing hazard insurance policies is to be handled directly by the principals, and outside of escrow. 13. ACTION ImINTERPLEADER The principals hereto expressly agree that you, amEscrow Holder, have the b | oenht at your electionfile an action in interpleader requiring the principals to answer and litigate their several claims and rights among themselves and You are authorized to deposit with the clerk ol the court all documents and funds held in this escrow, In the event such action is filed, the principals jointly and severally agree to pay your cancellation charges and costs, expenses and reasonable attorney's fees which you are required to expend or incur in such interpleader action, the amount thereof to be fixed and judgment therefore. to be rendered by the court, Upon the filing of such action, you shall thereupon be fully released arid discharged frorn all obligations imposed by the terms of this escrow or otherwise, 14. TERMINATION OpAGENCY OBLIGATION If there is no action taken or, 'this escrow within six (6) months after the "time limit date" asset forth /nthe escrow instructions or written extension thereof, your agency oh/|gmUno shalt terminate at your option and all documents, mon|esorutherioamsha{dbyyousho!| bepetumegmthepart/esdopos|Ungymmm. znthe event opcancellation ofthis esumn' whether it be at the request o[any of the principals orothenw|sn, the fees and charges due LAWYERS TITLE COMPANY, including expenditures incurred ung/or authorized shall be borne equally by the pomes hereto (unless otherwise agreed u,spedficn|!v>. 15. CONFLICTING INSTRUCTIONS/ Upon receipt of any conflicting instructions,you are to take no action in connection with this escrow until non-conflicting instructions are received from all of the principals to this escrow (subject to sections 7, 10 and 11 above). No notice, demand or change of instruction shall bem[ any effect |n this escrow unless given in writing by all parties affected thereby. In the event demand for funds and/or documents deposited with Escrow Holder in connection with this escrow is made and which /onot concurred in by all parties hengn' Escrow Holder, notwithstanding which party made such demand, may elect to doany ofthe fbUnwmg: (i) Take nofurther action In connection with this escrow and continue rohold such funds and/or documents until receipt of mutual concurring instructions from all parties to this escrow as to the disposition ol such funds and/or documents; (h) Commence an action in interpleader arid obtain an order from the court allowing Escrow Holder todeposit such funds and/or documents with the court, in which case Escrow Holder shall have no further liability or obligations with respect tothis escrow; or (it) In the event that any party commences an action against any other party with respect to this escrow, deposit such funds mnd/nrdccumrnts with the court, in which case Escrow Holder shm|l have no further liability or obligations with respect oothis escrow. In the event Escrow Holder interpleads any funds and/or documents with any court pursuant to either subparagraphs (//) o, (iii) Escrow Holder shall be entitled to no/nnbursamentnfits reasonable attorneys' fees and expenses of litigation in connection with such action. 16. REIMBURSEMENT ATTORNEY FEES/ESCROW HOLDER In the event that a suit is brought by any pad; or parties, to these cmcmn instructions to which the Escrow Mn|de, is named as a party which results in o Judgment in favor nYthe Escrow Holdera principal or principals herein, PLEASE INITIAL OD8UYER(S}` 5GLLER(S�':ci���_-__-___' PAGE Escrow No,: 07605909-706-BM6 the principals or principals' agent agree to pay said Escrow Holder ail costs, expenses and reasonable attorney's fees which it may expend or incur in said suit, the amount thereof to be fixed and judgment therefore to be rendered by the court in said suit. 17. DELIVERY/RECEIPT Escrow Holder will send documents to the parties in an appropriate manner, such as regular mail, facsimile or email, unless otherwise instructed. Receipt of documents shall be determined to be 72 hours after such mailing. Delivery by Escrow Holder of documents to a party's real estate agent or broker shall constitute delivery to that party. Funds may be delivered by regular mail, overnight mail or wire, at the discretion of Escrow, Holder, unless otherwise instructed by the party to whom the funds are delivered. 18. STATE/FEDERAL CODE NOTIFICATIONS IQ99 Repotting: According to Federal Law, the Seller, when applicable, will be required to furnish escrow holder with sufficient information in order to file a 1099 statement to the Internal Revenue Service, POOR EQ8 : Prior to the close of escrow, Buyer may hand Escrow Holder a fully completed and executed "Preliminary Change of Ownership Report" (PCOR) pursuant to the requirements of California Revenue and Taxation Code Section 480.3. Buyer may elect not to complete and execute said form prior to the close of escrow. Should Buyer choose not to execute the PCOR or should the County Recorder's office reject the PCOR for any reason, Buyer is aware that a $20.00 charge will be assessed by the County Recorder's office and Escrow Holder will charge the account of Buyer accordingly. In the event the PCOR has not been filed at the time the documents record OR the County Tax Assessors office determines that the forrn has not been properly completed, Buyer will be responsible for obtaining and completing a new PCOR and any additional documents that may be required by the Assessor's office, Failure to file a proper PCOR will result in additional penalties in accordance with Section 480 of the California Revenue and Taxation Code. Escrow Holder's sole duty shall be the delivery of the PCOR to the County Recorder at the time of recordation of transfer documents, if it is provided to Escrow Holder. Escrow Holder assumes no liability or responsibility regarding the proper completion of the PCOR, FTR87'_A. Buyer and Seller herein represent and warrant that they will seek and obtain independent legal advice and counsel relative to their obligations under the "Foreign Investors In Real Property Act" (FIRPTA), and any other applicable federal and/or state laws regarding same, and will take all steps necessary in order to comply with such requirements and hereby hold you harmless relative to their compliance therewith, 19. CALIFORNIA WITHHOLDING In accordance with Section 18662 of the Revenue and Taxation Code, a buyer may be required to withhold an amount equal to 3 11/3 percent of the sales price or the amount that is specified in a written certificate executed by the transferor in the case of a disposition of California real property interest by either* 1. A seller who is an individual, trust, or estate or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of the seller, OR 2. A corporate seller that has no permanent place of business in California immediately after the transfer of title to the California real property. The buyer may become subject to penalty,for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars($500), However, notwithstanding any other provision included in the California statutes referenced above, no buyer will be required to with hold any amount or be subject to penalty for failure to withhold if: 1. The sales price of the California real property conveyed does not exceed one hundred thousand dollars($100,000), OR 2. The seller executes a written certificate, under the penalty of perjury, certifying that the seller is a corporation with a permanent place of business in California, OR 1 The seller, who is an individual, trust, estate or a corporation without a permanent place of business in California executes a written certificate, under the penalty of perjury, of any of the following: A. The California real property being conveyed is the seller's or decedent's principal residence (within the meaning of Section 121 of the Internal Revenue Code). B. The last use of the property being conveyed was use by the transferor as the transferor's principal residence within the meaning of Section 121 of the Internal Revenue Code. C. The California real property being conveyed is or will be exchanged for property of like kind (within the meaning of Section 1031 of the Internal Revenue Code), but only to the extent of the amount of gain not required to be recognized for California income tax purposes under Section 1031 of the Internal Revenue Code. D. The California real property has been compulsorily or involuntarily converted (within the meaning of Section 1033 of the Internal Revenue Code) and that the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California income tax purposes under Section 1033 of the internal Revenue Code. E. The California real property transaction wM result In a loss or a net gain not required to be recognized for California income tax purposes. The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. The California statutes referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis for corporations or other entities. Buyer understands that in no event will Escrow Holder undertake to advise Buyer and/or Buyer's representative on the possible application of the above code sections to this specific transaction, Unless expressiy instructed by Seller and -2 Z�l PLEASE INITIAL, DxBUYER(S): SELLER(S)t� PAGE 5 Escrow No,: 07605909-706-Sp|6 Buyer herein, Buyer understands that Escrow Holder will NOT assist in obtaining a waiver from withholding from the Franchise Tax Board, Should Buyer and Setter herein direct Escrow Holder to undertake any euuv|Ues pursuant to 'he withholding provisions under California |mw, Buyer and Seller agree Lo cooperate fully in providing necessary in/hnnaUun to Escrow Holder Buyer and Seller agree to indemnify mnd holdEscrow Holder harmless in the event ofnoncompliance resulting fro , supplied by either Buyer and/or SeUer. For additional information concerning "" /n the withholding provisions ' under the code sections renenemoag above, please contact the Franchise Tax Boand-m/ithmd-at-Smvrce Unit at (9z 845-4908, P.O. Box 651' Sacramento, CA 95812-0651. ~/ 20. ENCUMBRANCES Escrow Holder is to act upon any statements furnished by a |ienho!goror his agent without liability or responsibility ibi|i for the accuracy of such o,atementm. Any adjustments necessary because of a discrepancy between the� ~information furnished Escrow Holder and any amount later determined tnbmcorrect shall besettled between the panje` ~''^``and outs|deofescmw. You are authorized, without 'the need for further approval, to debit my account for any fees and charges that l have agreed to pay In connection with this escrow, and for any amounts that l am obligated to pay to the holder of any lien or encumbrance to establish the title as insured by the policy oftitle insurance called for in these instructions. If for any reason my account is not debited for such amounts at the time of closing, I agree to pay them immediately yuoo demand, ortoreimburse any other person orentity who has paid them, 21. ENVIRONMENTAL ISSUES LAWYERS TITLE COMPANY has made no investigation concerning said property as to environ menta Vtnxic waste issues, Any Uop diligence required or needed to determine environmental impact as to forms of coxiMcaUon if applicable, will be done directly and by principals outside orescmw, LAWYERS TITLE COMPANY /s released of"any responsibility and/or liability in connection therewith. 22. oSumY Escrow Holder is not to be concerned with any questions of usury in any loan or encumbrance involved in the processing of this escrow and is hereby ,e/emaeu of any responsibility nrliability CAe,nhnne. 23. oISCLosous Escrow Holder's knowledge of matters affecting the property, provided such facts do not prevent compliance with these instructions, does not create any ||aN|/ty or duty in addition to V`eoa instructions, 24. FACSIMILE SIGNATURE Escrow Holder is hereby authorized and instructed that, in the event any party utilizes "facsimile" transmitted signed documents orinstructions ,o Escrow Holder, you are to rely on the same for all escrow instruction purposes and the c|osmg of escrow as if they bore original signatures, 2s. CLARIFICATION oFDUTIES Leaal Advice: LAWYERS TITLE COMPANY serves ONLY aoan Escrow Holder inconnection with ,hese instructions and ceonot—give legal advice toany party hereto. SufficiencyLC,grEQ�Lt.n_Qs!�1 Escrow Holder is riot to be held accountable or liable for the sufficiency or correctness as Co form, manner nrexecution, orvalidity ofany instrument deposited in this escrow, nor osto the identity, authority or rights ofany person executing the same. Escrow Holder's duties hereunder shall be limited mthe proper handling of such money and the proper safekeeping of such instruments, orother documents received by Escrow Holder, and for the disposition ofsmmem accordance with the written instructions accepted by Escrow Holder. Executed lm�tr�LcLiQU_$_�The agency and duties of Escrow Holder commence only upon receipt nfcopies of these Escrow Instructions executed by all parties. Holder shall have no duty or responsibility to notify any party to this escrow of any sale, resale, loan, exchange or other transaction involving the property which is the subject of this escrow orany profit noa||zeg byany person u,entity !n connection therewith, notwithstanding that Escrow Holder may act aaescrow holder for such. trmnsaction(s) mthis nranother eocmw(s). Rg the closing or cancellation of this escrow, Escrow Holder shall retain the escrow fi|e(s) pertaining to this escrow for o minimum of one year, after which time Escrow Hn|dor is authorized to destroy or otherwise dispose of such file(s) without notice or liability to the parties hereto. Escrow Holder is not to be concerned with disclosures made by the parties to each other. In the even: Escrow nv|uar receives any d/sc|owwpm reports requiring signatures or approval by party, Escrow Holder's only responsibility will be to forward the report tothe appropriate party, 26. FAILURE moCLOSE TIMELY If the conditions for dosing this escrow have not occurred at the time set forth herein for closing, Escrow Holder is nevertheless tocontinue to act hereunder and coclose this escrow as soon thereafter amsuch conditions (except usho time) shall have been met, unless any rtshall have made awritten demand onEscrow Holder for cancellation nfthis escrow and/or for the mCvm of any funds and/or documents deposited by such part,/. z7. FUNDS HELD zmESCROW When the company has funds remaining in escrow over 90 days after close of escrow or estimated close of escrow, the Company shall impose monthly holding fee of$25,00 that is to be charged against the funds held by the Company. THIS AGREEMENT IN ALL PARTS APPLIES TO, INURES 'to THE BENEFIT OF, AND azwoS ALL KuKr/ES HERETO, THEIR HEIRS, LEGATEES, DEVISEES, ADMINISTRATORS, EXECUTORS, SUCCESSORS AND ASSIGNS, AND WHENEVER THE CONTEXT SO REQUIRES THE MASCULINE GENDER INCLUDES THE Fem/wlNE AND NEUTER, AND THE SINGULAR NUMBER PLEASEIN|TlAL p—DBVYER(S)� ____ �ELLGK(S)l����_ PAGE '7 �r Escrow No 07605909 706 BM6 INCLUDES THE PLURAL, THESE INSTRUCTIONS AND ANY OTHER AMENDMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AS AN ORIGINAL AND BE EFFECTIVE AS SUCH. MY SIGNATURE HERETO CONSTITUTES INSTRUCTION TO ESCROW HOLDER OF ALL TERMS AND CONDITIONS CONTAINED IN THIS AND ALL PRECEEDING PAGES AND FURTHER SIGNIFIES THAT I HAVE READ AND UNDERSTAND THESE GENERAL PROVISIONS, LAWYERS TITLE COMPANj canduets escrow business under Certificate of Authority Na. 28f issued by the California Department of insurance. i BUYER: SELLER: Southern California Edison Thety !filands Authorized Signer Pat Gilbreath, Mayer J i PLEASE INITIAL >BUYER(S):_„ / ELLER(S} U �iz PAGE 7 w� k Exhibit"A" LEGAL DESCRIPTION All that certain real property situated in the. County of San Bernardino, State of California, described as follows: A strip of land sixty( 0) feet in width, beim a part of Lot 31 of the Grange Grove Homestead, recorded in Boole 2 of Maps, records of San Bernardino County, California, at Page 5 thereof, said strip of land sixty (60) feet in width being thirty (30)feet on each side of the following described center tine, to-wit: Beginning at a point in the North litre of Ban Bernardino Avenue, said point of beginning tieing:Easterly two hundred and thirty two and five tenths (232.5) feet from the Southwest comer of said Lot 31, thence from said point of beginning on a 11 degree curve to the right and Northwest having a radius of 5213 feet, three hundred thirty four and twenty five hundredth (334.25)feet to a point in the West litre of said Lot 31, said last mentioned point being distant Northerly two hundred and thin and five tenths (234,5)feet from the Southwest carrier of said Lot 31. Excepting therefrom an 8.75 feat wide strip of property for public utility and roadway easement purposes, located westerly of a line, parallel to and 50 feet easterly of the center litre of lith. View Avenue as shown on Parcel Map No. 15573, filed in Book 190, Pages 96 and 97 of Parcel Maps, records of Barr Bernardino County, C,afiforrria; Also excepting therefrom a 10,117 foot wide strip of property for public utility and roadway easement purposes, located southerly of a litre parallel to and 50 feet northerly of the center line of Sara Bernardino Avenue as shown on said Parcel Map No. 15573. Lawyers Title 275 West Hospitality Lane, Suite 200 San Bernardino, CA 92408 k INSURANCE CORPORAf;oN Phone: (909) 382-5960 Fax: Bridget Miranda, Escrow'Officer Phone: (909) 382-5980 • Fax; (866) 527-3658 t. e-mail: bmiranda(aaltic.com INFORMATION FORM PLEASE COMPLETE, SIGN AND RETURN April 13, 2010 ESCROW NO.; 07605909-706-BM6 RE: APN #0292-021-19, Redlands, CA In order to proceed with the above referenced escrow, we require the follotving information regarding your existing liens and Homeowners Association, if any. FAILURE TO COMPLETE THIS FORM WILL DECAY YOUR CLOSING. Thank You in advance For. rricly retur_n._o_this form. FIRST LOAN: Narne of Lender __ _ _ __...___.._...__.__._._-_� Phone- Address Loan Number: ------ _- Approximate unpaid balance ,_ —,. (1) Payments due on the_ day of each month (2) Date of your last payment: 3) Loan is (circle one): Conventional VA FNA Equity Line Cather; 4) Is there an Impound Account? ❑ YES ❑ NO (S) Monthly Payment Amount$ ECCIND LOAN. ame of Lender Phone # J(4) ress —_. _ - _._ _- __------- L _ _ Number: ____ w ._ _ —_ __.. _ _. _._App, ximate unpaid balance ayments due on the day of each month (2) Date of youp�st payment: oan 45(circle one): Conventional VA FNA Equity Line Ca er: -- s there an Impound Account? 0 YES ❑ NO Month. Payment Amount$EREIEN: e of Lender °� Phcane #ress Number: _ . Approximate unpaid balance$ ayments due on theday of earmonth {z} Date of your last payment;oan is (circle one): Conventional V FNA Equity Line Other:s there an Impound Account? ❑ Y ❑ NO {5} Monthly Payment Amount 0111 W I I N: ame of Association.— _Management Co. Name: _..... Address Account Number: _._........__.._...._.._._._.__.....___._Phone #; (1) Payments due on t day of each month (2) Date of your last payment: {3} Amount of the anthfy dues: --Yr_.----------�___.__.(4)Are there any special assessments? (explain) If there is secondary Homeowners Association, please provide us with thew information as well; Ne me Association_,,._-- _ ____.__ Management Co. Name: A ccount Number: _ Phone #: -_ (1) Payments clue on the . _day of each month (2) Date of your last payment: (3) Amount of the monthly dues; > (4)Are there any special assessments? (explain) ESCROW NO.: 07605909-706-BM6 WATER STOCKS: If you have shares of Warr Stuck please complete the following: Name of Water Company A Address w Phone: _ m _ Fax: C}IL AND MINERAL RIGHTS: Name of Company Phone # Amount: $ IMPORTANT INFORMATION: If any of your loans to be paid off through this escrow are EQUITY CREDIT LINES, please be advised of the following: 1. They will be paid off`in full and a request for Reconveyance of the Deed of Trust will be submitted; 2. A"freeze"will occur on this account as of the date the demand for payment is written, Escrow Holder will immediately request this demand n order to properly process this transaction. The undersigned state and declare there will be no further draws or checks written which would increase or tap any rernaining credit on this account during the course of this escrow. Should there be any draws on this credit line after the date of the opening of this escrow, which are not reflected in the deanand for payoff used to close escrow, the undersigned will be fully responsible for the repayment of any amount which is due in order to completely pay this lien in full and obtain a Reconveyance. The payment of child or spousal support may be considered a lien against your property. If you pay child or spousal support, please contact the escrow holder with pertinent Information at your earliest convenience. Obtaining releases from the District Attorney or other attorney can be time consuming and may delay the closing of your escrow. In the event that your existing mortgage is an FLEA insured loan, you as Borrower must immediately send your lender a written notice of your intention to payoff the loan in order to eliminate an additional 30 days interest being charged by the lender at the close of escrow, Said notice must be received by your lender a minimum of 30 days prior to the closing date of escrow. Tis is YOUR responsibility. __ ** AUTHORIZATION FROM BORROWER TO ORDER PAYOFF STATEMENTS *** The undersigned authorize Escrow Holder to order statement(s) on the liens as outlined above, or provided to Escrow (-folder by the undersigned representatives in this transaction, Our signatures below shall constitute our consent and approval to our existing lenders to issue statements in accordance with the request of Escrow Holder, We the undersigned, certify that the above information is true and correct to the best of our knowledge. SELLER: The Cry of edlands z Pit Gilbreath, Mayor Date , FORWARDING ADDRESS FOR SELLER AFTER THE CLOSE Of ESCROW: 35 Cajon Street, Suite 4 Redlands 92373 Street _ City Zip Code Non-Foreign Certification - Transferee and Transferor /III. Certification of Non-Foreign Status by Entity Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person, For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U,S, real property interest under local taw) will be the transferor of the property and not the disregarded entity, To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest, the undersigned hereby certifies the following on behalf of the transferor/seller: 1. ri tv of-gad]ands is not a f&FJ1g'n corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. U t-17 of Red-1-2nd.2 is not a- disregarded entity as defined in §1,1445-2(b)(2)(fli)? 3. U.S. employer identification number is and 4. The office address is 35 Cajon Street Suite _4 -__________---Redlands,.__CA__923_7_3__ The transferor/seller understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of seller, By: V z Pat Gilbreath ............. Title: Date: U IV, Certification by Buyer I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. Date: Buyer T Buyer 1cC)r1nPJ8tk1, sign return FIRPTA-1007-A Rev. 10/31/03 Seller, Buyer and Escrow,Agent to maintain a copy for five(5) years, —---------- This document must be notarized by a LAWYERS TITLE COMPANY approved Notary Public. Please contact our office to make arrangements for the signing of this document. If you are unable to come into our office, we will need to make arrangements for you to have this document notarized by an approved Notary Public. The requirement to use a company approved Notary Public is in place to ensure the notarization is done accurately and appropriately for title insurance purposes as well as to safeguard your private information. If this document is notarized by a Notary Public who is not approved by LAWYERS TITLE COMPANY, the document will need to be redrawn and resigned, at your expense, and may delay the closing of this transaction. Escrow Officer: Bridget Miranda 275 West Hospitality Lane Suite 200, San Bernardino, CA 92408 Branch Phone No.: (909) 382-5960 Escrow Officer email: BM!randa@ltic.com Escrow Officer Direct line: (909) 382-5960 RECORDING REQUESTED BY Lawyers Title Company* WHEN RECORDED MAIL THIS DOCUMENT AND TAX STATEMENTS TO: Southern California Edison 2131 Walnut Grove Avenue Rosemead, CA 91770 APN; 0292-021-19 Escrow No: 07605909-706-SM6 Title No: 610651051 Space above this line for Recorder's use G"NT DEED THE UNDERSIGNED GRANTOR(S) DECLARE(S) DOCUMENTARY TRANSFER TAX Is $_17.60, CITY TAX§L0.00 computed on full value orproperty cnovevpU, AND FOR AVA0WABLE CONSIDERATION, receipt ofwhichiahenabyacknow|edged, The City of Redlands, a municipal corporation, a onicipaY corporation herebyGRANT(S) to Southern California Edison the following described real property in the City of Redlands County of San Bernardino, State of California: SEE LEGAL DESCRIPTION ATTACHED HERETO AND MADE APART HEREOF Commonly known as: APN #0292-021-19, Redlands, CA Dated: April 13 2010 The City ofRedlands STATE QF[xUpORw{A y ' Pat Gilbreath, Mayor COUNTY OF On , before me, ' aNotary Public, insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence't; be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/ she/they executed the same In his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, Icertify under PENALTY OFPERJURY under the laws pf the State of California that the foregoing paragraph is true and correct. WITNESS myhand and official seal. Signature -------- (This area for notary stamp) MAIL TAX STATEMENTS AS DIRECTED ABOVE PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Escrow Instructions ("Agreement") is made and entered into by and between Southern California Edison ("Buyer") and the City of Redlands ("Seller") this 16th day of February, 2010 ("Effective Date"). Buyer and Seller are sometimes individually referred to herein as a "Party" and,together,as the "Parties." In consideration of the mutual promises contained herein,the Parties agree as follows: AGREEMENT ARTICLE I PURCHASE AND SALE Section Ll Purchase and Sale. Seller is the owner of certain real property located in the City of Redlands and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"). On all of the terms, covenants and conditions contained in this Agreement, Seller agrees to sell the Property to Buyer, and Buyer agrees to buy the Property from Seller. Section 1.2 Purchase Price. The purchase price for the Property ("Purchase Price") is Sixteen Thousand Dollars ($16,000). Section 1.3 Payment of the Purchase Price. Buyer shall pay the Purchase Price to Seller in cash upon "Close of Escrow" as defined herein. ARTICLE 11 ESCROW Section 2.1 Escrow, Escrow Holder, and Opening of Escrow. Within ten (10) business days of the Effective Date of this Agreement, Seller shall open an escrow to facilitate the transaction contemplated by this Agreement ("Escrow") with Lawyers Title Insurance Company ("Escrow Holder") at the address specified in Section 8.6. Delivery by Seller to Escrow of a fully-executed original or counterpart original of this Agreement shall constitute the opening of Escrow ("Opening of Escrow"). This Agreement shall constitute escrow instructions ("Escrow Instructions") to Escrow Holder. The Parties shall execute such additional Escrow Instructions consistent with the provisions of this Agreement that are mutually acceptable to the Parties or that may be required by Escrow Holder. Escrow Holder's general provisions ("Standard Escrow Instructions") shall also constitute Escrow Instructions for purposes of this Agreement. As between the Parties, Buyer and Seller agree that if there is any conflict between the terms of this Agreement and the Standard Escrow Instructions, this Agreement shall control. Section 2.2 Close of Escrow. Subject to the conditions set forth in Section 2.8, Escrow shall close on the date that fee title to the Property is conveyed from Seller to Buyer as contemplated by this Agreement and evidenced by the recording of a grant deed for the Property ("Close of Escrow"). Unless otherwise extended by written amendment to this Agreement, Close of Escrow shall occur on or before April 15, 2010 after all conditions precedent to Close of Lca\djni\Agreements\PSA.SCE 3.24.09,dec (b) Title Insurer is prepared to issue the policy of title insurance described in Section 2,13. Section 2.9 Conditions Regarding Close of Escrow. In the event that any condition precedent to Close of Escrow referred to in Section 2.8 is neither satisfied nor waived in writing by the Party benefitting from the condition, such condition shall be deemed to have failed and Escrow shall terminate with respect to the Property. If either Party is at fault for cancellation of Escrow pursuant to this Section, including because the Party failed to act when or in the manner required pursuant to this Agreement,or because the Party acted in any such manner that impeded satisfaction of any condition precedent specified in Section 2.8, that Party shall be responsible for paying all Escrow cancellation costs. If the Escrow is terminated pursuant to this Section for any reason that is not the fault of a Party,the Parties shall equally bear the Escrow cancellation costs. Section 2.10 Taxes and Assessments. Prior to or concurrent with Close of Escrow, Seller shall pay, cancel or terminate all prior current taxes, including special taxes assessments and improvement fees or charges levied on or against the Property. Section 2.11 Payment of Costs.The costs associated with this transaction shall be paid as follows: (a) Buyer shall pay an amount equal to the cost of obtaining a standard form CLTA title insurance policy covering the Property in the amount of the Purchase Price including the cost of the PTR; (b) Buyer shall pay all costs of Escrow, including the Escrow Holder's escrow fee; (c) Buyer shall pay the cost of documentary transfer taxes, if any, in connection with the recordation of the grant deed. Section 2.12 Brokerage Fees. The Parties agree that Buyer is solely responsible for any fees and commissions relating to brokerage fees. Section 2.13 Title Policy. Escrow Holder shall deliver to Buyer, through Escrow, a CLIA owner's policy of title insurance insuring Buyer's fee ownership of the Property, subject only to the usual printed title company exceptions and the Permitted Exceptions, in amounts equal to the Purchase Price, issued by Title Insurer and dated as of Close of Escrow. Section 2.14 Execution of Other Documents, Compliance with Regulations. The Parties shall do such other things and shall execute all documents which are reasonably necessary for Close of Escrow to occur. Furthermore, the Parties shall comply at their own expense with all applicable laws required for Close of Escrow to occur including, but not limited to, any required filings with governmental authorities. Section 2.15 Recording of Documents and Delivery of Funds. Upon receipt of the funds and instruments described in this Article, and upon the satisfaction or waiver of the conditions precedent to Close of Escrow referred to in this Article, Escrow Holder shall cause the grant deed and other documents specified in this Agreement to be recorded in the official records of -3- include, but is not limited to, allowing Buyer to enter, cross over, on, along, through and across the Property to make its visual inspections. The Buyer License is granted subject to any covenants, restrictions,reservations, rights-of-way and encumbrances of record. ARTICLE IV SELLER'S REPRESENTATIONS AND WARRANTIES Section 4.1 Seller is selling the Property in "As-Is" condition. Buyer expressly acknowledges the existence of arsenic on the Property and agrees that Seller shall have no liability to Buyer or any other person or entity therefor, or any obligation for the payment of any costs for any remediation of the Property undertaken by Buyer. Seller hereby disclaims all warranties of any kind or nature whatsoever, whether expressed or implied, including but not limited to warranties with respect to either of the Property, or its condition or suitability for Buyer's intended use. ARTICLE V BUYER'S REPRESENTATIONS AND WARRANTIES Section 5.1 In addition to any other representations and warranties made by Buyer pursuant to this Agreement., Buyer warrants and represents that the following facts are true and correct as of tile date Buyer executes this Agreement, and the truth and accuracy of such representations and warranties shall constitute a condition to Close of Escrow. As used in this Agreement, the phrase "to Buyer's knowledge" shall be limited to the actual knowledge of the signatories to this Agreement on behalf of Buyer and any constructive knowledge imparted to it as a result of any report, study or other documentation in Buyer's possession. (a) To Buyer's knowledge, neither this Agreement, nor any action required hereunder, violates or shall violate any contract, agreement or instrument to which Buyer is a party. No other person or entity is required to consent to, acknowledge, or execute this Agreement in order to validate its execution by Buyer or to permit the consummation of the transactions contemplated herein. (b) To Buyer's knowledge, Buyer, subject to the provisions of this Agreement, has the full right and authority to enter into this Agreement and consummate the transactions contemplated herein, and each person signing this Agreement on behalf of Buyer is authorized to do so. (c) To Buyer's knowledge, except as set forth in this Agreement, there is no existing state of facts or circumstances, or any condition or event, that would preclude Buyer from fulfilling its obligations under this Agreement. ARTICLE VI INSURANCE AND INDEMNIFICATION Section 6.1 Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Seller from any loss of or damage to the Property (including any costs for any remediation of the Property), or injury or death of any person whomsoever, including attorneys' fees and costs, arising from the activities caused in whole or in part by any intentional or negligent act of Buyer or Buyer's Agents, or by any act or omission of Buyer or Buyer's Agents in the exercise of rights -5- Section 8.3 Representation by Independent Counsel. Buyer and Seller agree and acknowledge that they have been represented by independent legal counsel of their own choice throughout all negotiations preceding the execution of this Agreement, and that they have executed this Agreement with the consent of, and upon the advice of, their own legal counsel. Section 8.4 Not for Benefit of"Third Parties. This Agreement and every provision hereof is for the exclusive benefit of the Parties to this Agreement and not for the benefit of any third party. Section 8.5 Assignment. This Agreement shall be binding upon the Parties hereto and their respective heirs, successors, representatives and assigns. Section 8.6 Notices. All notices, demands and other communications given or required to be given pursuant to this Agreement shall be in writing, duly addressed as indicated below, and given by personal delivery, registered or certified mail (postage prepaid and return receipt requested), Federal Express or other reliable private express delivery, or by facsimile transmission (with original to follow via first-class U.S. Mail). Such notices, demands or other communications shall be deemed received: (i) immediately upon delivery if personally delivered or sent by facsimile transmission: or (ii) after three business days if given or sent by any other approved method specified above. Any Party specified below may, for purposes of this Agreement, change its name, address, facsimile number or person to whom attention should be directed by giving notice in the manner specified in this Section. Notices, demands and communications shall be duly addressed as follows: To Buyer: To Seller: Cecil R. House Attention: City Manager Senior Vice President City of Redlands Safety, Operations Support and Chief P.O. Box 3005 Procurement Officer Redlands, CA 92373 Southern California Edison (909)798-7510 8631 Rush Street Rosemead, CA 91770 Ian W. Cuthbertson To Escrow Company: Mountainview Power, LLC Lawyers Title Insurance Company Plant Manager 275 W. Hospitality Lane, Ste 200 2492 W. San Bernardino Ave. San Bernardino, CA 92408 Redlands,CA 92374 (909) 382-5960 Section 8.7 Severability. If any article, section, subsection, paragraph, sentence, clause or phrase contained in this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by a court of competent jurisdiction to be illegal, null or void or against public policy, the remaining articles, sections, subsections, paragraphs, sentences,clauses or phrases contained in this Agreement shall not be affected thereby. -7- 1 I 1 1 I y ! 1{ ' 1 { t f. { I t i OCACE: / ioo t i { I I 6 75' f I t� ? t -.{ t ar � O SW CARNfR.LOT 31 COM66 SAN 8ERNAROtNO AY,6. s7 s' APAId?42-021-19 MUNICIPAL UTILITIES & ENGINEERING DEPARTMENT MEMORANDUM TO: Pat Gilbreath, Mayor THRU: Sam Irwin, City Clerk N. Enrique Martinez, City Manager FROM: Rosemary Hoerning, Director of Municipal Utilities & Engineering c�p DATE: April 26, 2010 SUBJECT: Additional Escrow Documents for Property Sale of APN #0202-021-19 1_19 with Southern California Edison and Request for Notary on previously signed Grant Deed On February 16, 2010 Council approved the sale of City owned property located at the northeast corner of Mountain View Avenue and San Bernardino Avenue to Southern California Edison and authorized you to execute the purchase and sale agreement. On April 15, the escrow documents, grant deed, loan information, and California and Federal tax forms were signed by you. Attached are two additional escrow documents requiring your signature: sellers closing statement and proceeds authorization. Additionally and as requested in the escrow documents, the original Grant Deed which you signed requires a notary public. Janice McConnell in the City Manager's office will be coordinating this request. Please forward to the City Clerk for further processing and transmittal of documents to MUED, Jane Weathers x4147. -% �J(-Cc Y-75-3/ Thank you. 041 Lle RH/jw P& �e.ss"f\5 Attachments: Escrow Instructions Grant Deed (signed on 4/15/10 but needs notarization) Sellers Closing Statement his Proceeds Authorization ONE, Loan Information (previously signed 4/15/10) California & Federal tax forms (previously signed 4/15/10) Copy of purchase and sale agreement and escrow instructions approved by Council 2/16/2010 Electronically Recorded In Official Records,County or ban ammu— 03:11 PM LARRY WALKER SG AuditorlControtter-Recorder 877 Laruryet's Title RECORDIM6 REQUESTED 8Y .� an RECORDED Title Company* AIi.Trus DOCUMENT Doc#: 2010-0215305 Titles: 1 Pages: 3 Fees 15,00 AND TAX STATEMENTS TO: Southern California Edison Taxes 17.50 2131 Walnut Grove Avenue orae. _----__oo= Rosemead, CA 91770 PAID 32.50 APN: 0292-021-19 Escrow NO: 07605909-706-SMG Title No: 610651051 Space above this line for Recorder's use GRANT DEED THE UNDERSIGNED GRANTOR(S) DECLARE(S) DOCUMENTARY TRANSFER TAX IS$ 17.6Q, CITY TAX computed on full value of property conveyed„ AND FOR A VALUABLE CONSIDERATION, receipt of which Is hereby acknowledged, The City of Redlands,a municipal corporation,a unicipal corporation hereby GRANT(S) to Southern California Edison the following described real property in the City of Redlands County of San Bernardino, State of California: SEE LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF Commonly known as: APN #0292-021-19, Redlands, CA Dated: Argil .13, 2010 The City of Redlands ,r STATE OF CAUFO,jNIA COUNTY OF 1t Y) 6t(C3d.atlai) ,)Ss: Pat Gilbreath, Mayor On _ AP✓+I F.I7It7 , before me, �'A:1#,Mil A ilii a Notary Public, (here Insert name andVei of the of r personally appearedSam Irwin, tity Clerk who proved to me on the basis of satisfactory evidence to be the person(or whose name(*}'is/ami subscribed to the within instrument and acknowledged to me that he/ she/they executed the same In bis/her/their authorized capaclty(lal;5, and that by tlWher/tAelr signatures on the Instrument the person(s), or the entity upon behalf of which COWAO"M#Illum the person(oracted,executed the instrument. LID Ofty pWAt.CW*rvk I certify under PENALTY OF PERJIURY under the laws of the $MI Mrairi0 NCO" State of California that the foregoing paragraph is true and 2 1 correct WITNESS my h and official seal. Signaturet K (This area for notary stamp) MAIL TAX STATEMENTS AS DIRECTED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California Countyof On fipfi before me, Q,tt� r1 �� ; � d Oe to r me iruert Name and TIV of ft personally appeared Z �- �,,0+ Z-1 �t- aa of signer(s) who proved to ole on the basis of satisfactory evidence to be the person(srwhose name(g) is/am subscribed to the -, within instrument and acknowledged to me that JANICE MCCoNNELL helsherthey executed the same in his/her/their authorized CcmoftWo s 1859825 capacity(ies , and that by his/herftheir signature(.e}'on the pwft-Caw0"ninstrument the person(sror the entity upon behalf of S41118erntrol1110 Cowey ,• C 2,2p1S which the person(s}�cted, executed the instrument. [a-MYI certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my d and official seal. Signatu Place Notary Seat About �/ twe Pubbc OPTIONAL Though the information below is not required by law,it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document. Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(les)Claimed by Signer(s) Signer's Name: Signer's Name: • Individual ❑ Individual U Corporate Officer--Title(s): 0 Corporate Officer—Tttle(s): El Partner—❑I.m ted ❑General ©Partner—0 Limited 0 General 11 Attorney in Fact CJ Attorney in Fact El 'trustee Fop of thin here ❑Trustee Top of thumb mere 0 Guardian or Conservator 0 Guardian or Conservator CI Other. ❑Other: Signer Is Rept g: Suter Is Representing: 02007 Natlorral Notary Anociatim-MO Ua Soto Parer.,PO,Bax 2402•Ct r>h.CA 91313-2402-www.N96181Natary" uem OSW-1 Reorder:Call Td irae 18048788827 Exhibit"A" LEGAL DESCRIP71ON All that certain real property situated in the County of San Bernardino, State of California,described as follows, A strip of land sixty(60)feet in wkhh,being a part of Lot 31 of the Orange Grove Homestead, recorded in Book 2 of Maps, records of San Bernardino County, California, at Page 5 Oweof, said strip of lard sixty(60)feet in width being thirty (30)feet on each side of the following descnbW center One, to-wit: Beginning at a point in the North #no of San Bernardino Avenue, said point of beginning being Easterly two hundred and thirty two and five tenths (232.5)feet from to Southwest comer of said Lot 31; thence from said point of beginning on a 11 degree curve to the right and Northwest having a radius of 521.7 feet, three hundred thirty four and twenty five hundredths (334.25)feet to a point in the West line of said Lot 31, said last mentioned point being distant Northerly two hundred and thirty and rive tenths(230.5)feet from the Southwest comer of said Lot 31. Excepting therefrom an 8.75 foot wide strip of property for public utility and roadway easement purposes, located westerly of a line, parallel to and 50 feet easterty of the center line of Mt. View Avenue as shown on Parcel Map No. 15573, filed in Book 190, Pages 96 and 97 of Parcel Maps, records of San Bernardino County, California; Also excepting therefrom a 10.07 foot wide strip of property for public utility and roadway easement purposes, located southerly of aline parallel to and 60 feet northerly of the center line of San Bernardino Avenue as shown on said Parcel Map No, 15573, 9 LAWYERS TITLE COMPp 275 West Hospitality Lane,Suite 240,San Bernar (909)382-5464 SELLERS CLOSING STATED Estimated Seller: The City of Redlands,a municipal corporation Escrow No: 07605909-7u� BM6 Close Date: 04/2$/2010 Proration Date: Date Prepared: 04/22/2010 Property: APN#0292-021-19 Redlands CA Tt TAL CONSIDERATION: Total Consideration 16,000.00 Sub Totals 16,044.40 Proceeds Due Seller 16,040.04 Totals $16,000.00 $16,000.00 s The City f Redlands April 27, 2010 Pat Gilbreath,Mayor Date �µ This statement is based on information available to the escrow holder as of the date this statement was prepared and the closing date shown above, Actual amounts may change and/or vary depending on updated information received and the final closing date. w Printed on W22l2010 at 121518PM ayq rsT1e Lawyers Title y # 275 West Hospitality Lane, Suite 200 San Bernardino, CA 92408 INSURANCE CORPORATION Phone: (909) 382-5960 Fax: Bridget Miranda, Escrow Officer Phone: (909) 382-5980 * Fax: (866) 527-3658 e-mail: bmirand§Cltic.com PROCEEDS AUTHORIZATION Escrow Number: 07605909-706-BM6 Date: April 22, 2010 Property Address: APN #0292-021-19, Redlands, CA Escrow Officer: Bridget Miranda TO: LAWYERS TITLE COMPANY The undersigned hereby authorize LAWYERS TITLE COMPANY to disburse our proceeds under the �"above referenced escrow as follows (choose one): Hold for pick up by: (Print name of individual) F-I Mail check to: (Escrow Agent is not responsible for timely delivery of U.S. mail) ❑ Overnight delivery to: (A fee will be charged as set forth in the General Provisions of the Escrow Instructions) L3 Deliver by courier to: (Courier deliveries must be made to a business address. Expedited deliveries will be billed as charged) L] Transfer Ll all proceeds or Ll $ to Attn: Escrow No. Phone No. Wire Transfer funds to: Bank Name: Bank of America (Federal Reserve cutoff time/Financial Institution posting time may delay deposit into your account) Address: 333 S. Hope St. , 13th Floor Los Angeles, CA 90071 Phone Number: 213-621-7133 ABA/FED Routing No: 0260-0959-3 a 1210-0035-8 ACH Checking Name on Account (Required): City ot Redlands Savings Account Number, 06301-80202 Zn order to prevent any delays,please contact your bank for FED wiring instructions. Special Instructions (if any): Rosa M. Machado, Officer, Sales Support Associate 213-621-7133 SELLER: The Sty o edlands Pat Gilbreath, Mayor