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HomeMy WebLinkAboutContracts & Agreements_95-2008_CCv0001.pdf ---------- AGREEMENT FOR PURCHASE AND SALE OF AN EASEMENT This agreement for purchase and sale of an easement("Agreement")is made and entered into this 1`4 day ofTv,(I , 2008 ("Effective Date")by and between Michael David Morvai and Mina Rachel Morvai Schnitzer,Trustees of the Morvai Trust,a Revocable Trust,dated June 16, 1992,as to an undivided 33.33% interest; and Michael David Morvai and Bobbette Devorah Litvak Morvai, as Trustees of the Michael David Morvai and Bobbeftc Devorah Litvak Morvai Trust, dated June 29, 1993, as to an undivided 25.15% interest; and David M. Lackner, Trustee of the 1989 Edward Lackner Trust,as to an undivided 41.52% interest(collectively,"Grantor")and the City of Redlands, a municipal corporation("Grantee"). Grantor and Grantee are each sometimes individually referred to herein as a"Party"and collectively as the"Parties." RECITALS A. Grantor owns certain real property located at 1585 West Redlands Blvd., Redlands, California,bearing County of San Bernardino Assessor's Parcel No.0292-182-32(the"Property"). B. Grantee desires to purchase a permanent easement in a portion of the Property and Grantor desires to sell and convey an easement in a portion of the Property as described in Exhibit "A"and depicted in Exhibit"B,"both of which are attached hereto(the"Easement"). C. The Parties desire by this Agreement to provide the terms and conditions for the purchase and sale of the Easement. In consideration of the mutual promises contained herein, the Parties agree as follows: AGREEMENT 1. PURCHASE. Grantee shall buy and Grantor shall sell and convey the Easement, for the purchase price and upon the terms and conditions hereinafter set forth. 2. ESCROW. Within ten (10) days of the Effective Date of this Agreement, Grantee shall open an escrow(the"Escrow")at a mutually acceptable office of First American Title Company(the"Escrow Holder") for the purpose of consummating the purchase and sale of the Easement. The Parties shall execute and deliver to Escrow Holder such escrow instructions prepared by Escrow Holder as may be required to consummate this transaction. Any such instructions shall not conflict with, amend or supersede any provision of this Agreement. If there is any inconsistency between such instructions and this Agreement, this Agreement shall control unless the Parties agree in writing otherwise, The Escrow Instructions shall include the following terms and conditions of sale; 2.1 EgNb4g Price The total purchase price for the Easement shall be the sum of Two Hundred Three Thousand, Three Hundred Three Dollars, and Ninety-Eight Cents ($203,303.98) (the A K:\Morvai,David&Bobbette\RedWnds Eascnvnt(7174-0004YAGREEMENT FOR PURCRASE AND SALE OF AN EASEMENT 313 08 clean(4).doc tP "Purchase Price"),which shall be paid by Grantee to Grantor through Escrow Holder in cash at Close of Escrow. 2.2 Close of Escrow. Escrow shall close on or before ninety(90)days following the Effective Date Of this Agreement(the "Close of Escrow"). If the Escrow is not in a condition to close by the Close of Escrow, any Party who is not then in default may, in writing, demand the return of its money and/or documents. Thereupon, subject to the provisions of Section 3 hereof, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such demand is made, the City Manager of Grantee may, by written instrument to Escrow, authorize an extension of the Escrow. Escrow shall be closed as soon as possible. 2.3 Condition of Title to the Easement Grantor small convey title to the Easement to Grantee as evidenced by a CLTA Standard Form Policy or Binder of Title Insurance("Title Policy") issued by a title insurance company to be selected by Grantee in an amount equal to the Purchase Price. The Title Policy shall show as exceptions with respect to the Easement only matters approved in writing by Grantee. Any exceptions to title representing monetary liens or encumbrances (other than for current installments of taxes and assessments) are hereby disapproved by Grantee, and Escrow Holder is hereby authorized and instructed to cause the reconveyance, partial reconveyance or subordination, as the case may be and as approved by Grantor, of any such monetary exceptions to Grantee's title to the Easement at or prior to the Close of Escrow. 2.4 Escrow and Closing Costs. Grantee shall pay the cost of the Title Policy, all Escrow fees (including reconveyance fees,trustee's fees or forwarding fees for any partial reconveyance or subordination of a deed of trust or mortgage), and all recording costs incurred herein. All Parties acknowledge that Grantee is exempt from payment of documentary transfer taxes. 2.5 Investigations. Prior to the Close of Escrow,Grantee may,at its option,conduct,at Grantee's expense,any and all investigations, inspections, surveys and tests of the Property including, without limitation, soils, groundwater, wells,percolation,geology, environmental, drainage, engineering and utilities investigations, inspections, surveys and tests, which Grantee determines, in its sole discretion, are rewired to ascertain the suitability of the Easement for Grantee's intended use. If Grantee determines that the Easement is not suitable for its intended use,Grantee may terminate this Agreement as provided in Section 2.2 hereof. Grantor hereby grants to Grantee, and Grantee's employees, representatives, agents and independent contractors, a license to enter the Property for purposes of conducting such investigations, inspections, surveys and tests. Grantee hereby indemnifies, defends and holds Grantor harmless from and against any and all loss, cost, damage, expense or liability(including attorneys' fees) arising out of the inspection, investigation, surveying and/or testing activities on or about the Property by Grantee or Grantee's employees,representatives, agents and independent contractors.As a condition to any independent contractor entering onto to the Property,Grantor must provide Grantee with evidence of such contractor's public liability insurance coverage with minimum limits of$1,000,000 that names Grantor as an additional insured. Grantee 2 KWorva,DeNid&30bhWXqWWn&Effi.Seffrnl{7174 YAGREEME V'T FOR PURCHASE AND SALE OF AN EASEMENT 3 13 08 cleats(4).doc shall repair any damage to the Property resulting from such investigations, inspections, surveys and tests conducted by Grantee or Grantee's employees, representatives, agents or independent contractors. Grantee's approval of any of such investigations, inspections, surveys or tests shall not alter or diminish Grantor's representations or warranties under this Agreement, and Grantor acknowledges and agrees that Grantee is relying upon Grantor's representations and wan-antics made herein, unless such representation or warranty is specifically waived in whole or in part by Grantor. 2.6 Deposit of Funds and Documents. A. Prior to Close of Escrow, Grantee shall deposit into Escrow (i) all Escrow and Closing Costs as described above; (ii) the Purchase Price to be paid to Grantor through Escrow;and(iii)such other documentation as is necessary to close Escrow in conformance herewith. B. Prior to the Close of Escrow,Grantor shall deposit into Escrow(i)the properly executed Grant of Easement Deed conveying the Easement, a copy of which is attached to this Agreement as Exhibit"C," and (ii) such other documents and sums, if any, as are necessary to close Escrow in conformance herewith, 2.7 Grantee's Conditions Precedent to Close of Escrow. The Close of Escrow is subject to the following conditions: A. All representations and warranties of Grantor set forth in this Agreement shall be true and correct as of the Close of Escrow;and B. Grantor shall timely perform all obligations required by the terms of this Agreement to be performed by it. 2.8 Grantor's Conditions Precedent to Close of Escrow. For the benefit of Grantor, the Close of Escrow shall be conditioned upon the timely performance by Grantee of all obligations required of Grantee by the terms of this Agreement. 3. POSSESSION OF EASEMENT. Grantee may take possession of the Easement and begin construction of the works of improvement thereon as of the Effective Date of this Agreement, prior to the Close of Escrow; if Escrow should not close for any reason, or under the conditions specified in Section 2.2 or in Section 7 hereof; Grantee shall have the right to continue in possession and construct the works of improvement, and the purchase price and terms shall be determined by agreement of the Parties, or absent an agreement,by a form of arbitration agreed to by the Parties,or if they cannot so agree, then Grantee may in its sole discretion,initiate an action in eminent domain in which the issue will be to determine the amount of compensation to be paid. 4. UPRESENTAMNS AND WARRANTIES OF QRANIQR. Grantor makes the following representations and warranties, each of which shall survive the Close of Escrow: 3 K:\Momi,David&Bobbette',Redlands Easement(7174-0004)\AGREEMENT FOR PURCHASE AND SALE OF AN EASEMENT 3 13 08 clean(4).doc A. Grantor holds title to an indefeasible estate in fee simple in the Property. Grantor is the sole owner of the Property and has good, absolute and marketable title to the Property, subject to the exceptions of record approved or deemed approved hereunder by Grantee,and has full power and authority to own and sell and convey the Easement over, under and/or through the Property to Grantee and to enter into and perform its obligations pursuant to this Agreement; B. The execution and delivery of this Agreement by Grantor, Grantor's performance hereunder, and the consummation of this transaction will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which. Grantor is a Party, or by which Grantor is bound; C. Grantor shall not enter into any agreements or undertake any new obligations prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Property without the prior written consent of Grantee; D. To Grantor's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental,health and safety aspects of the Property is pending,proposed or threatened; E. According to Grantor's actual knowledge, the Property is not in violation of any federal, state or local statute, regulation or ordinance relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions underlying the Property which could affect the Easement or its use, and neither Grantor nor any other person or predecessor in interest has used, generated, manufactured, stored or disposed of on, under or about the Property, or transported to or from the Property, any .flammable materials, explosives, radioactive materials, hazardous or contaminated materials or substances, toxic or noxious materials, substances or related materials or substances ("Hazardous Materials"). For the purpose of this Section, Hazardous Materials shall include, without limitation, substances defined as "hazardous substances," "hazardous materials," "toxic substances," "hazardous wastes," "extremely hazardous wastes," or "restricted hazardous wastes," or stated to be known to cause cancer or reproductive toxicity, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980,as amended,42 U.S.C.sections 9601,et seq;the Hazardous Materials Transportation Act, 49 U.S.C. sections 1801, et seq; the Resource Conservation and Recovery Act, 42 U.S.C. sections 6901, et seq; the Federal Water Pollution Control Act, 33 U.S.C. sections 1317, et seq; sections 25115, 25117, 25122.7, 25140, 25249.5, 25249.8, 25281, 25316 or 25501 of the California Health and Safety Code;or any substances so defined or stated in any of the regulations adopted and publications promulgated pursuant to said laws as they may be amended from time to time; F. In the event Grantee discovers pre-existing Hazardous Materials, contaminated soil andlor water in, on or under the Property prior to the Close of Escrow, Grantee shall promptly notify Grantor in writing of such discovery. Grantor may within ten (10) days after receipt of such notice, elect to terminate the Escrow and this Agreement by giving written notice to Escrow Holder and Grantee,and any money and/or documents shall promptly be returned by Escrow Holder to the party or parties who deposited them in the Escrow. In the event Grantor does not elect to terminate the Escrow and this Agreement following receipt of such notice, or if Hazardous Materials are discovered in, on or under the Easement after the Close of Escrow and have not been stored, released or otherwise placed in, on or under the Easement or the Property by Grantee or its employees, representatives, agents and/or independent contractors, Grantor shall be solely 4 IC- orvai,David&Bobbette ends Ear t(717 )1AGRFB4EN-r FOR PURCHASE AND SALE Of AN EA EA9ENT 3 13 08 c (4).doc responsible for the removal and disposal of any and all such Hazardous Materials,contaminated soil and/or water, G. In the event Grantor fails to remove said Hazardous Materials, contaminated soil and/or water, Grantee or its designee shall have the right to remove and dispose of said Hazardous Materials, contaminated soil and/or water at Grantor"s sole cost and expense, but only after written notice to Grantor from Grantee and a reasonable opportunity for Grantor to cure the problem. Grantor shall immediately reimburse Grantee for costs and expenses incurred by Grantee for the removal and disposal of any Hazardous Materials, contaminated soil and/or water upon receipt of a bill or invoices therefore with reasonable supporting documentation of such costs and expenses. Grantor shall defend, indemnify and hold Grantee, its elected officials, officers, employees,consultants and agents,harmless from any and all liability,costs,fines,penalties,charges and/or claims of any kind whatsoever related to the existence and removal of any Hazardous Materials, contaminated soil and/or water, except to the extent any such Hazardous Materials have been stored,released or otherwise placed in,on or under the Easement or the Property by Grantee or its employees,representatives,agents and/or independent contractors;and H. Grantor has and shall have paid before Close of Escrow any and all current and past due taxes, assessments, penalties and interest levied and assessed against the Property. If not paid prior to Close of Escrow,Grantor hereby authorizes Escrow Holder to disburse to the taxing authority from funds otherwise due to Grantor an amount sufficient to discharge said taxes, assessments, penalties and interest. Unless the Easement is assessed separately, Grantor shall also keep current, year-by-year,all taxes, assessments,penalties and interest levied and assessed against the Easement and the larger Property of which it is a part. Any of the forgoing representations or warranties made "to Grantor's actual knowledge" means to the present, actual knowledge of the named individuals comprising Grantor, without any duty of inquiry or investigation, and without the imputation of knowledge of any other person to any of the parties comprising Seller.These representations and warranties shall survive the Close of Escrow. 5. REPRESENTATIM S AND WARRANTIES OF GRANTEE. A. Grantee shall repair and restore any improvements or land (other than the Easement and any improvements located thereon) belonging to Grantor that may be damaged by Grantee or Grantee's contractor during construction of the works of improvement for which the Easement is conveyed, or, at Grantee's option, pay to Grantor the market value of such improvements,provided that this Section shall not be construed to require Grantee to pay for the use for which the Easement is intended. B. Grantee shall save harmless and indemnify Grantor against any and all claims, demands, suits,judgments, expenses and costs on account of injury to, or death of, persons, or loss of or damage to, property of others incurred during or proximately caused by acts or omissions of Grantee or Grantee's contractor in the performance of any work by Grantee or Grantee's contractor to construct the works of improvement for which the Easement is conveyed. C. Grantee shall defend and indemnify Grantor against any and all claims, demands, suits,judgments, expenses and costs on account of injury to, or death of, persons, or loss 5 1L:`Mmai,David&BOWVMeRarI2rI&Easm=t(7174-0000AGRE04EN7 FOR.PURCHASE ARID SALE OF AN FASEI+4ENT 3 13 08 clean(4).doc of,or damage to,property of others arising from or relating to the ownership or use of the Easement by Grantee,and its employees,agents,representatives,invitees,contractors. These obligations of Grantee under this paragraph 5 shall survive the Close of Escrow. 6. ACK.N(3WLEDGMENT OF FCTT T BENEFITS AND RELEASE. A. By execution of this Agreement,Grantor,on behalf of itself and its respective successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Easement by Grantee, and Grantor hereby expressly and unconditionally waives any and all claims for damages, relocation assistance benefits, severance damages, interest, loss of goodwill, claims for inverse condemnation or unreasonable pre-condemnation conduct, or any other compensation or benefits, other than as already expressly provided for in this Agreement, it being understood that this is a complete and full settlement of all acquisition claims, liabilities or benefits of any type or nature whatsoever relating to or in connection with Grantee's acquisition of the Easement. B. This Agreement arose out of Grantee's efforts to acquire the Easement through its municipal authority. The Parties agree that this Agreement is a settlement of claims in order to avoid Iitigation and shall not in any manner be construed as an admission of the fair market value of the Easement or of the Property or of liability by any Party to this Agreement. Grantor, on behalf of itself and its successors and assigns, hereby fully releases Grantee, its successors, agents, representatives, and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained,or may be sustained, as a result of Grantee's efforts to acquire the Easement or to construct works of improvement thereon, or any preliminary steps thereto,except as set forth in Section 5 above. Grantor fiwther releases and agrees to hold Grantee harmless from any and all claims by reason of any leasehold interest in the Property. This release shall survive the Close of Escrow. C. Grantor expressly waives the rights afforded to Grantor under Civil Code section 1542 which provides that; A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 7. REMEDIES. If Grantor defaults under this Agreement, then Grantee may, at. Grantee's option, terminate the Escrow or initiate an action for specific performance of this Agreement,or pursue any other rights or remedies that Grantee may have at law or in equity. If Grantee defaults under this Agreement,then Grantor may,at Grantor's option,terminate the Escrow or pursue any rights or remedies that Grantor may have at law or in equity. 8. EXLHANQE. The parties to this Agreement acknowledge that either party may desire to structure the sale and,'or the purchase of the Easement as an exchange for like-kind property pursuant to Section 1.031 of the 6 IC:lMW`w,David& ttc\itedlands FaMrIcnt(727 AGREE EW FOR PURCHASE AND SALE OF AN EASEMENT 3 13 08 c (4).doe defer cognition Of income from the , as amended, in order to to reasonably cooperate with each V` Internal Revenue Code 1986 other properties•The��a that any and all costs associated disposition of the Easemant s and each party hereby s no way be attn-butable such exchange{ ) and shall Y other to accomplishb the exchanging P3' be to take title to with said exchange shall borne solely y uired In no event shall the �n' c��c plated by this Section. to the non-exchanging�}to effectuate the tax deferred exchaztg the exchanged Property( 9 ,ncrFr".N1 SUS. en or other document or documents to be A. Notice. Any notice to be, given delivered�POMU or may be,certified,�P°5��prepaid, sited in delivered to either Party by the other hereum duly registered or c the United States Maul in the State of California, and addressed as follows' and Mina Rachel Morvai Michael David Morvai Grantor. Schnitzer,Trustees, and gobbette Devorah Litvak Michael David Mor r Morvai,Trustees David M.Lackner,Trustee 2337 Dodge 1.'me Carmichael,CA 95608 City of Redlands Grantee: Attu Tom T.Fujiwara Assistant Public Works Director PO Box 30055 92373 Redlands,CA Witten notice to the other Party, Any party hereto may, from time to time, by ified above. Any which shall be substituted for the onVe`cshall be deemed to have been designate a different address, or certified mail as aforesaidthe deposit of other docum eats sent by Tegistered irai of twenty-four (24) hours following effectively served or delivered at the exp said notice or other documents ithe United States tes mail with respect to each and every BTime of A�sence. Time is of the essence provision hereof t, nor any interest hereto, shall be C. Ansi t+ Neithert�t of o per' assigns an Party without prior written the rights assignable by Y to this Agreement,� D -_ All questions with ed in accordance with the laws CJoveraiina-7�• veined by and liabilities of the Parties hereto, shall be go of the State of California- , o and shall be binding E This Agent shall inure to the bene heirs and legatees of each fin,the assigns, successors In mtTh st,personal representatives, estates, ' of the Pie 7CHASF AND SALE OF AN ASS EMENT 3 13 OS r OR � ��Est(71'14-o0o4Y�AGRI�M�'1T K:i velli,D"do Bobb.= ctun(4)Aoc M �� MIMMI�a I �4 ME F. Attorraevs' Fees. if any action, arbitration or other preceeding is brought for alleged dispute, breach, Iron or enforcement of this Agreement, or because of any g the interAgreement, the successful or prevailing Party default or misrepresentation in corurection with the in-house counsel of shall he entitled to recover actual attorneys' fees and other cos tion or proceeding, in addition to any other relief to which it may be entitled, including fees fDr any the Parties. ►meat contains the entire Agreemett of the G. fit. This Agt the subject agreements between them cancerning Parties, and supersedes MY prior written or ora iaagr agreements,arrangements,or understandings, matter contained herein. There are no rep Agreement which between the Parties relating to the subject matter contained in this oral or written, sed herein. are not fully expres rms of this Agreement. and all additionalB, Additional Dernts. The Parties agree to execute any Agreement- documents and instruments necessary to carry out the t# A L No dmissions. is a compromise and settlement of This Agreement claims between the Parties relating to Grantee's acquisition of the Easement and shall outstanding to the Agreement for any purpose in any j never be treated as an admission by either party ween the Parties. This paragraph shall not apply to any arbitration or administrative proceeding for breach of any provision or covenant of this Agreement, claim that one may have against representations, warranties, acknowledgments, releases, No_ Merger. All reln mit shall survive delivery and recordation of the covenants and obligations contained in this Agree permanent easement, eah by K. Braker. Grantor and Granteennection with ft the transactio contemplated and wan-ant to the other at ne broker, agent or finder has b� engaged by it innstruction ,andthis coon have been this Agreement nt and that all negotiations relative to out the inter�"ention of any person such carried out by such Party directly the other Parry give rise to any valid claim against either of the Pasties for a broker's commission, a manner as to gi and defend the other Paartty and finder's fee or other like payment �h of the parties shall indemnify costs and reasonable and all loss,damage, liability or ruse, including hold it harmless from any incur or sustain by reason of or in connection `�� any attorneys' fees, which the other Party b ythe indemnifying Party with respect too the foregoing- attorneys' or breach of warranty y art. or duplicate This Agreement may be signed in caiuit P 1 far all shall be equivalent to a signed orifi ed counterpart or duplicate copy copies, and any sign purposes. aaer roc rnrs 1W ago oily A,141, �r3r3 . ASEMEN KAN41-i,rr�,;d lig {7174 ) clean(4).doe z E IAC L71 E D on the date or ci tes set forth bclOw Grantors: THE MORVAI TRUST, a revocable trust&vai, date June 16, 1992 Dated: Michael DaTrustee Dated.: 0 If BY: 'vluxua Rachel Morvan Schnitzer,Trustee THE MICHAEL DAVID MORVAI and. BOBBETTE DEVORAH LITVAK MC}RVAI. TRUST,dated June 9, 1993 E. - � ' BY: Dated: Michael David Morvai,Trustee THE MICHAEL DAVID MORVAI and BOBBEM DEVORAH LITVAK MORVAI TRUST,dated June 29, 1993 Dated: ! Bobbette Devorah Litvak Morn at,Trustee THE 1989 EDWARD LACKNER TRUST Dated: David.M. Lackner,Trustee Grantee: CM OF REDLANDS, a municipal corporation B Dated: Y: Jo son,Mayor Attest: City C r c s F---"t (7174-0004),AEENT FOR PURC14ASE ANDSALE E AN EkSEN clean(4),d r NINE r EXECUTED On the date or dates set forth below. Grantors: THE MORVAI TRUST, a revocable trust,(sated June 16, 1992 Dated: By. Michael David Norval,Trustee Dated: By: Mina Rachel Norval Schnitzer,Trustee THE MICHAEL DAVID MORVAI and BOBBETTE DEVORAH LTTVAK MORVAI TRUST,dated June 29, 1993 By: Dated: Michael David MOrvai,Trustee THE MICHAEL DAVID MORVAI and BOBBETTE DEVORAH LTTVA.K MORVAI TRUST,dated June 29, 1993 By Dated: Bobbette Devoral�Litvak Norval,Trustee THE 1989 DWAR D LA R TRUST 4EMA PATEL WARY PUBLIC 1AfiE OF NEW JERSEY By Dated.: - David M.Lackner, tee Grantee: CITY OF REDLA.1 DS, a municipal corporation Dated: By: Jon Harrison,Mayor Attest: la City Clerk 9 id l s � 17 ) FOR CHASE ANT?SALE OF AN NT 3 13 09 t ct (4)Aoc c E303C'tTI`ED on the data or dates set forth below. Gra$twr. THE MORVAI daW TRUST, June 1�i, 1942 a revocable trast, Dated: David Morvai,Trustw ex Dated ° y B Mina Rachel Morvai Schnitzer,Trusters THE MICHAEL DAVID MORVAI and BOBBETTB DEVORAH LITVAK MORVAI TRUST,dated htne 29, 1993 Dated: By Michael David Morvai,Trustee THE MICHAEL DAVID MORVAI and BOBBET M DEVORAH LITVAK MORVAI TRUST,dated Lune 29, 1993 Dated: BY Bobbette Dmrah Litvak Morvai,Trustee R TRUST THE 1989 WARD HEMA PMEC MARY SWE OF NEW AM i3S101 imms i Hit Dated: T � C' o BYd M.Lackner, ustee Grantee: r CITY OF REDLANDS, a municipal corporation Dated: Mayor Atter City Clerk g IC,:lidorvai,David&gobbeteelRa+�Eft(7 1 74 -0004)1AGRfibMEt4T Felt PURCHASE AND SALE OF AN EASEMRff 313 06 (4)AW \s rr y; LL EXHmrr A LWAL DESCRIPTION EAST ACQUISTTICIN,PARCEL Q REAL PROPERTY, IN' THE CITY OF REDLANW, COUNTY OF SANT BERNARDINO,STATE OF CALIFORNIA,DESCRIBED AS FO=W S: A PORTION OF PARCEL I OF PARCEL MAP N€O. 7310 IN THE CITY OF REDLANDS,COUNTY''OF SAKI BERNARDINO.STATT3 OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 75, PAGES 38 AND 39, INCLUSIVE, OF PARCEL MAPS,IN THE 0MC:E OF THE COUNTY RECORDER OF SAID COUNTY,BEING MORE PARTICULARLY DESCED AS FOLLOWS: BEGINN NCI AT THE SOUTHWEST--CORNER OF SAID PARCEL 1; THENCE NORTHERLY, NORTHEASTERLY AND SOUT.IIEASTFRL°Y ALONG THE 'FOLLOWING THREE(3)COURSES OF SAID PARCEL I: I. NORTH 001*5526" WEST, A DISTANCE- OF 223.49 FEET, TO THE BEGINNING OF, A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RAPIUS OF 20.0()FET; 2. TACE?NORTHEASTERLYALONG,SAID TANGENT AVE THROUGH A CENTRAL ANGLE-OF 93°10'43"AN6 AN,ARC LLENQTH OF 32.53 FEET, TO THE B13GDDUNG OF A COIJ'OLTM TANGENT CURVE CONCAVE SOUTHWESTERLY' HAVING A RADIUS OF 2745.60 FEET; 3. THENCE OU'I"fIEAS�Y ALONG SAID'TANGENT CURVE THROUGH A CENTRAL ANGLE OF 05038151" AND AN ARC LENGTH OF 27€1.57 FEET, A RADIAL TO WHICH BEARS N H 47°51'08" EAST, TO THE EASTERLY -LINE, OF SAID PARCEL 1, (THE INITIAL RADIAL LINE 13EARS NORTH Orli 17"EASI); THENCE,SOUTH 40x56'43"LAST ALONG SAID EASTERLY DINE, A DISTANCE OF 3.98 FEET, TO-THE BEGINNING OF A NON-TANGEN7 CURVE CONCAVE SOUTHWESTERLY, HAVING .A RADIUS OF 3073.79. FEET; SCE NORTHWESTERLY ALONG SAM NOWTANGEN'T• CURVES THROUGH AN ANGLE OF 04°36°47" AND AN-ARG LENOM OF 247.48 FEET, MSE MMALAL RADLAL LINE BEARS NORTH 07021'31"P..ASn THENCE SOti M 45°'51'31" WEST, A DISTANCE OF. 46.6$ FEET, SCE SOUTH 00.58'26" EAST, A DISTANCE OF 62.64 FEET; THENCE SO TT1i 01°29'58" EAST, A DISTANCE? OF 94.37 FEET,THENCE SU` tTM 0143'3$"WEST,A DISTANCE OF 5236 FEET,TO THE SOUTEIF,RLY LINE OP.SAID PARCEL.1; THENCE S'OU'TH 89"33'37"WEST ALC}I+IG SAM SOUTFIERLY LM, A DISTANCE.OF 836 FEET, To THE Pt3TNT OF BEGINNING. SAID I)MMIPTION CONTAINS4,254SQUARE FEET,MOOR LESS. �4 PREPARED EVER'T13E SUPERVISION OF: b� +6-3�•t�T ALA3'+�•C.EM ' IG,P 1-37 DATE: _ ' r. r ,&HIBIT "B" COLTON � � AVENUE REDLANDj 8OULEVARD .fsJr + ?743 ' . UJ fi4p WJV7j;y I APN NO'.292-182-32 PAA l PA(A42 7JI0 r APN N0.292-182-11 pg )N 1. LA 0.2 "1*2- 2 Pwmm FOR PAWNS 60�. MIIIOFT pm; TM PLAT IS SOLELY AN AM tN LCCA MW PA1317-01 THE £? s3 T �-�- f.-51137 ATTAD ED . * IT 4w A plkw ,.,,.MI gr: to-G. LLQ 6-30-077 Of THE -1. r t DATES SVnEMM 2005' OAM' SHEEP _,.L OF , . EXMIT"C" RECORDING RECIU MD BY: PUBLIC WORKS DEPARTMENT CITY OF REDiLANDS WHEN RRECMDED,RMRN TO: CITY CLERK'S OFFICE CITY of REDLANDS P.o.BOX 3005 REDLAINDS CA 92373 APN- fl192-i82-3 (THIS SPACE FOR RDERs USE ONL1) PARCEL:Q GRANT OF ROADWAY EASEMENT This Grant of Roadway Easement Is entgred into by and between MICHAEL DAVID MORVAI AND MINA RACHEL MORVAI SCH ITZER, TRUSTEES OF THE MORVAI TRUST, A REVOCCA1 LE TRUST, DATED JUNE 16, 1992,AS TO AN UNDIVIDED 33.33% INTEREST, AND MICHAEL. DAVID MORVAI AND BOBSETTE DEVORAH LITVAK mORVAI, A TRUSTEES OF THE MICHAEL DAVID MORVAI AND BOBBETTE DEVORAH LITVAK MORVAI TRUST, DATED JUNE 29, 1993, AS To AN UNDIVIDED 25.15% INTEREST; AND DAVID M. LACKNER, TRUSTEE OF THE 1989 EDWARD LACKNER TRUST, AS To AN UNDIVIDED 41,52% INTEREST and the City of Redlands, a Municipal Corporation (herein "Cityl duly organizmd in accordance with the laws of the State of California For valuable consideration,receipt of which is hereby acknowledged MICHAEL DAVID MORVAI AND MINA RACHEL MORVAI SCHNITZER, TRUSTEES OF THE MORVAI TRUST,A REVOCABLE TRUST,DATED"'EE JUNE16, 1992,AS TO AN UNDIVIDED 33.33°, INTEREST;AND MICHAEL DAVID MORVAJ AND BOBSETTE DEVORAH LITVAK MORVAI,AS TRUSTEES OF THE MICHAEL DAVID MORVAI AND 80SETTE�EV0 H LITVAK mORVAI TRUST, DATED JUNE 29, 1993,AS TC)ASI UNDIVIDED 25.159I, INTEREST;AND DA"D M. LAC;:KNER, TRUSTEE OF THE 1959 EDWARD LACKNER TRUST,AS TO AN UNDIVIDED 41.52%INTEREST hereby grants to City an ifrevoceW roadway easement over that cortin real property ("Easement Area"}, described on Exhibit "A" and shown on Exhibit "B" attached hereto.for the following pu ": A. Right-of-way at any time, or from time to time, to construct, maintain, type rate replace, and renew the roadway described on lbit "A" and shown on Exhibit "BR, and appurtenant roadway improvementssuch as curbs, gutters, and sidewalks, in, upon and across said Easement Area or any part thereof; and a ! EDIT"C" B. Ingress and egress aver the Easement Area for vehicular or Pedestrian traffic. Executed on ' _ '2008 THE MORVAI TRUST, A REVOCABLE TRUST, DATED JUNE 16, 1992 By: MICHAEL DAVID MORVAI, TRUSTEE By: MINA RACHEL MORVAI SCHNITZER THE MICHAEL DAVID MORVAI AND BOBBETTE DEVORAH LITVAK MORVAI TRUST, [SATED JUNE 29, 9993 By. MICHAEL DAVID MORVAI, TRUSTEE By: BOBBETTE DEVfJRAH LITVAK MORVAI. TRUSTEE THE 1989 EDWARD LACKNER TRUST By: [DAVID M. LACKNER, TRUSTE 11EA PA1I< NOTARY PUBLIC STATE OF NEW JERSEY Y co 01SS10R EXPIRES APRIL 05,1012 -01 r EXHIBIT`°C" NOTARY ACKNOWLEpG , E4T Notary. Stage of Califf } County of San Bcr,, d } as. C° c- before me, ------------ uvcot f �(�� xane,. rale dotPm ' Y dared © Pe 3=WIY known n me Pared to afo on the bftis of satisfy eYidenoe to be the pataon(s)moose mss}Wgm mbsmbed to tb, i ed to we that kx! thm insMm�eat aad '(ies},and that by}dye - wd1C�in bwher/their audl r or the entity upon behalf of wleich the Per0 (S)acted,executed�ffi�s}' WNWESS my hand and official s�eaL ------------------ Rp— HEMA PATEL NOTARY PUBLIC STATE Of NEW JERSEY NY COMMON EXPIRES APRIL is,2#11 c• First American Title Company 2 First American Way, Santa Ana, CA 92707 Phone - (714)250-4721 Fax- (714)913-6358 SUPPLEMENTAL ESCROW INSTRUCTIONS TO: First American Title Company ("First American") Date: July 28, 2008 Attn: Robert Benavente (Escrow Officer) File No.: OSA- 3115482 (RCB) Property: 1585 West Redlands Blvd. Redlands, CA 1 i This escrow has been opened pursuant to that certain real estate purchase of an easement agreement entitled "Agreement for Purchase and Sale of an Easement" dated as of July 1, 2008 ("Purchase Agreement") by and between Michael David Morvai and Mina Rachel Schnitzer, Trustees of the Morvai Trust, a Revocable Trust, dated June 16, 1992, as to an undivided 33.33% interest and Michael David Morvai and Bobbette Devorah Litvak Morvai, as Truestees of the Michael David Morvai and Bobbette Devorah Litvak Morvai Trust, dated June 29, 1993, as to an undivided 25.150/0 interest and David M. Lackner, Trustee of the 1989 Edward Lackner Trust, as to an undivided 41.520/0 interest ("Seller") and City of Redlands, a municipal corporation ("Buyer") with regard to that certain real property commonly described as 1585 West Redlands Blvd., in the City of Redlands, County of San Bernardino State of California ("State") as further legally described on Exhibit 'A' attached hereto and incorporated herein by reference (the "Real Property"). The terms and conditions of the Purchase Agreement are incorporated herein by reference. First American has been requested to act as escrow agent for the Buyer and Seller (jointly referred to as the "Parties" and individually as a "Party") under the Purchase Agreement. First American is willing to act as escrow agent ("Escrow Agent") for the parties pursuant to the Purchase Agreement subject to the following terms and conditions. 1. Obligations of Escrow Agent: Escrow Agent shall be responsible only for the applicable portions of Purchase Agreement dealing with financing, escrow, allocation of costs, title and vesting, prorations, property taxes, title insurance, delivery of documents and Seller's assignment of proceeds to pay the broker commission, if any. 2. Satisfaction of Executory Terms: Pursuant to the Purchase Agreement, the consummation of the escrow is subject to satisfaction of certain executory terms and provisions which are not the responsibility of Escrow Agent. The Parties shall be solely responsible for determining such satisfaction and shall notify Escrow Agent in writing in a form reasonably satisfactory to Escrow Agent when such executory terms have been fully satisfied or are otherwise waived. Escrow Agent's receipt of such written acknowledgment shall constitute a direction to Escrow Agent to close the Escrow. 3, General Provisions: Escrow Agent's duties and responsibilities in this escrow are subject to the General Provisions. To the extent that the Purchase Agreement is inconsistent with the General Provisions, the terms of the General Provisions shall control as to Escrow Agent's rights, duties and responsibilities. 4. Clarification of Purchase Agreement Terms: (a) Sales Price: The sales price of the Real Property is $203,303.98 Page i of 4 ^ First American Title Company File Nn,:OSA-311548Z(RCB ) ~ (b) Close of Escrow: Close ofescrow Shall occur on09/29/2088. Closing Funds: Funds toclose escrow must be received inaform sufficient tosatisfy applicable good funds laws of the State. All funds in excess of$100,000 must be wire transferred to Escrow Agent. Requirements for Interest Bearing Accounts: In the event that Escrow Agent is requested hodeposit funds in an interest-bearing account, Escrow Agent shall not be obligated to open such account until Escrow Agent has received an executed Form VV-g with appropriate taxpayer information from the Party to whose benefit the interest will accrue. The Parties acknowledge receipt of a form entitled "Notice of Opportunity to Earn Interest" delivered concurrently with this Escrow Instruction. The Parties acknowledge that EmcnJvv Agent shall be entitled bJafee of &SO.DOfor opening any interest bearing account. Funds Held Fee: If the event that funds remain in escrow for any reason more than 90 days after the dose of escrow, or if escrow has not dosed 90 days after the estimated closing date set forth in the existing escrow instructions to Escrow Holder ("Dormancy Period"), Escrow Holder will make reasonable efforts to notify the parties regarding same. If funds remain in escrow beyond the Dormancy Period, a monthly "funds held fee" of $25.00 shall accrue for each month or fraction of a month thereafter that the funds, or any portion thereof, remain in escrow. Escrow Holder is instructed todeduct the monthly funds held fee directly from the funds held in escrow on a monthly or other periodic basis (i.e. quarterly, semi-annually, etc.). The parties agree to pay these sums to compensate Escrow Holder for administering, monitoring, accounting, reminders and other notifications and processing of the funds so held in accordance with this provision, Document/Funds Delivery: After close of escrow, all documents, funds and statements are to be sent to the undersigned atthe addresses provided toEscrow Agent. Escrow Fees: Escrow Agent shall allocate fees and costs between the Parties inaccordance with the Purchase Agreerneni, The Parties understand that in the event of cancellation of this Escrow, Escrow Agent shall be entitled to a cancellation fee and reimbursement of any direct costs incurred at the request of Party. SELLER: Michael David K4Orvai and KAiO8 Rachel W1iCh8G| David K4Qrv8i and BObbette [}ev0,8h Schnitzer, Trustees of the WY0n/oi Trust. o Litvak M0rvai. as True3teee of the Michael Revocable Trust, dated June 16. 1992, as to David MOrv8i and BObbette Devo[8h L|tv8k an undivided 33.33% interest K4Orv@iTrust, dated June 20' 1883. as to an undivided 25.15% interest Michael David K4On/@i. Trustee Michael David Morvai, Trustee Mina Rachel K4OrvaiSchnitzer, Trustee David M. Lackner, Trustee of the 1989 Edward Lackner Trust, a8toan undivided 41.5296 interest [}avid M. Lackner, Trustee BUYER: Page 2o( i = ^ First American Title Company File mo.:OSA-3ux5w02(RCB ) City ofRedlands, e rnuOio|pe{ corporation 14 �k/fts Authorized Signer ion Har�lsan, Mayor mtnpnm/ 4 E A LEGAL DESCRIPTION LASEM NT ACQUISITION,PARCEL Q REAL PROPERTY. 1N THE CITY OF REULANDS, COUNTY OF SAN BE RNA,RDINO,STATEOF CALIFORNIA,DESCRMED ASFOLLOWS' A PORTION OF PARCEL 1 OF PARCEL MAP NO, 7310, IN TUE CITY OF REDLANDS,COUNTY QF`SACT BERNARDINO,STATE OF CALIFORNIA,AS PER MAPRECORDED D.I.BOOK 75, PAGES 38 AND 39, INCLUSIVE, OF PARCEL MAPS,IN THE.OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,BEING MORE PARTICULARI•y.DESCRIBED AS FOLLOWS: BEGINNING AT THE SoUrHt7VF.,5 , CORNER OF SAID PARCEL .1., THENCE NORTHERLY, NORTHEASTERLY AND SOUT EASTERLY ALONG THE FOLLOWING THREE(3)COURSES OF SAID PARCEL 1v. 1. NOPTH 00P-58'26' WEST, A DISTANCE: 04F 223.49 FEET, TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY IT.AVINOs A RADWS OF 20.00 FELT, 2. THENCE NORTHEASTERLY'ALONG SAID TANGENTC`C7RVE THROUGH A C04TRAL ANGOIB�OF 93°10'43"AND AN,ARC:LENGTH OF 32.53 FEET, TO THE BEG WG OF A COMPOUND TAI�iG�sWr CURVE CONCAVE SOLE.nVMTERLY,HAVING A RADIUS OF.Z745.00-FEET; 3. THENCE SOUTHEASTERLY ALONG SAID TMGIFNT CURVE THRIt{3UG11 - A CENTRAL ANGLE OF 015-38'51" AND.AN AR:C- LENGTH OF 270-57 FEET, A RADLlkL T13 WITCH BEARS NORTH 071 L RAI}, T LIl HE EASTERLY -I:CI�E OF SAID PARCEL 1, Mo DM.BEARS NORTH&12'1 T'RAST}; � fi'SC3t3'I i W56'43"EAST/�I,O13{.,� SA.W EA.STMLY:L , A.DISTANCE OF 398 FEET', TO-THE G OF A NOW :TANGS CURVE CONCAVE SOUTHWESTERLY, HAVING I .A RADIUS OF 3473.79. MT, THENCE NoRnIW'ASTERLY A Nt3 SAID NON-TANGENT CURVE THROUGH AN ANGLE OF {)4.3647" AND AN'`ARC IING TH OF'247.48 FEET, (THE IlM'IA.L RADIAL LINE BEARS NORTH 1)7°21'31"EAST); THEJ Q4 SOUTH 45°`51'31" WEST, A DISTANCE OF. 46.6$. FEET, 'I TMNCB- SOUTH 0°58'25" EAST, A DISTANCE t F 62.64 FEET; �#" SC Lrfli 1)1°29'58" EAST, A DISTANCE? OF 90.37 FEET;THENCE SCUM 031°4338"WEST,A DISTANCE OF 52.36 FEET,TO TBE SOUTHERLY'LINE QF SAID PARCEL.1;THENCE SOI 3'1�3.89a33'3T* T ALONG sAjiy SOU'T`HERLY LINE, A DISTANCE.OF 8.36 FEET, TO THE POINT OF BEGWNING SAID DESCRIPTION- ON N 4;254 SQUARE : ,MORE OR LESS. H? IULLWIG-GCO,DROWI"-'C PREPARED UNDER Ta SUPEIL.VISloN OF: , .HIL. G P 1.37 lir . DATE: EX TIKK coL TON AVENUE REDLAND8 BOULEVARD � L=;?70.57' ui tU Vii' 1�� t 1,281'1-247.48' APN NO.292-182-32 I PAR 1 PA( M 7310. " PA )*M-Jg ca f V 50' AWN0.292-182-11 '2924M- 2 LANPAR: ' - _ !. ZRH� f '.c. �SatELY AN tic cca ►"rG �,�. ���-�� •c �,THS PLAT ED ,tt� THE PREPARED Sy- N-G. LLC t PA �s�}_ . _ _ - ' ArrA � u� tF.�, WT A.PART e M SCA ft.6337 Q TAE . {D(P. 6-Sit-07 �•t OAM. SV7Mm8M20DS PRV*M OF f. to a . DATE