HomeMy WebLinkAboutContracts & Agreements_106-2021PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
DATED JUNE 15, 2021
BY AND BETWEEN
REDLANDS COMMUNITY INVESTMENT CORPORATION,
a California corporation, AS SELLER
AND THE
CITY OF REDLANDS,
a municipal corporation, AS BUYER
TABLE OF CONTENTS
Page
1 PURCHASE AND SALE 1
2 PURCHASE PRICE & DEPOSIT 1
21 DEPOSIT .. 1
3 ASSIGNMENT AND ASSUMPTION OF LEASES AND SERVICE CONTRACTS 2
4 ESCROW .. 2
4 1 Opening of Escrow 2
4 2 Escrow Instructions 2
4 3 Termination/Cancellation .. 2
5 ACTIONS PENDING CLOSING ., 2
5 1 Due Diligence 2
5 2 1 Property Materials .. ... 2
5 2 2 City's Due Diligence Tests 3
5 2 3 City's Termination Right „ 4
5 2 Title 5
5 2 1 Deliveries by RCIC.. 5
5 2 2 City's Review of Title 5
5 2 3 Condition of Title at Closing .. 6
6 DESCRIPTION OF PROPERTY14 5
6 1 The Property 5
7 CONDITIONS TO CLOSING .. 5
7.1 City's Closing Conditions 6
7 1 1 Title „ , 6
7 1.2 RCIC's Due Performance . 6
7 1 3 Physical Condition of Property 7
714 Bankruptcy. 7
7 1 5 Posession/Removal of personal property 7
7 2 RCIC's Closing Conditions .. 7
7 2 1 City's Due Performance 7
7 2 2 Title . ... 7
7 2 3 Physical Condition of Property .. 7
7 2 4 Bankruptcy .. ... .8
7 2 5 Default 8
8 CLOSING .. 8
8 1 Closing Date ,,, , 8
8 2 Deliveries by RCIC ... 8
8 2 1 Grant Deed ,. ,. 8
8 2 2 Non -foreign Affadavit .., 8
8 2 3 State Affadavit „ , . , 8
8.2 4 Owner's Affadavit ,. 8
8 2 5 Proof of Authority 8
8 2 6 Other ... 8
8 3 Delivenes by City 8
8 3 1 Purchase Price ,,,, 9
8 3 2 Proof of Authority .9
8 3 3 Other .. ,,, 9
8 4 Actions by Escrow Agent 9
8 4 1 Recording 9
8 4 2 Funds .9
8.4 3 Delivery of Document 9
8 4 4 Owners Title Policy 10
8 5 Prorations/Apportionment 10
8 5 1 Method of Proration 10
8 5 2 Survival 10
8 6 Closing Costs .. 10
8 7 Closing Statement .. 11
8 8 Deliveries Outside of Escrow 11
9 RCIC'S REPRESENTATIONS AND WARRANTIES 11
9 1 RCIC's Authority, Validity of Agreements 11
9 2 No Third -Party Rights ,., 11
9 3 Litigation 12
9 4 No Violations of Environmental Laws . „12
9 5 No Other Commitments . . 12
9 6 Property Materials 12
9 7 Permits and Approvals 12
9 8 Survival ... ... 12
10 CITY'S REPRESENTATIONS AND WARRANTIES 13
10 1 City's Authority, Validity of Agreements 13
10 2 Survival .. 13
11 AS -IS .. .. .... 13
12 RISK OF LOSS 14
121 Condemnation
12 2 Casualty
100
14
14
13 REMEDIES
15
13 1 Default by RCIC 15
13 2 Default by City 15
14 BROKERS
16
15 MISCELLANEOUS PROVISIONS 16
15 1 Entire Agreement .. 16
15 2 Modification, Waiver 16
15 3 Notices 16
15 4 Expenses 17
15 5 Severability 17
15 6 Successors and Assigns 17
15 7 Counterparts .. 17
15 8 Governing Law, Junsdiction 18
15 9 Headings 18
15 10 Time of Essence 18
15 11 Further Assurances 18
1512 Construction. 18
15 13 Attorney Fees 18
15 14 Business Days . 18
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS RECITALS
This purchase and sale agreement and joint escrow instructions ("Agreement") is made and
entered into as of 15th day of June, 2021 ("Effective Date"), by and between the City of Redlands,
a municipal corporation ("City"), and Redlands Community Investment Corporation, a California
corporation ("RCIC"), for the purpose of setting forth their agreement, and to provide instructions
to Escrow Agent (as hereinafter defined in Section 3 1 hereof) with respect to the transaction
contemplated by this Agreement RCIC and City shall also sometimes individually be referred to
herein as a "Party" and, together, as the "Parties "
RECITALS
WHEREAS, RCIC is the owner of that certain real property located at 300 East State Street
m the city of Redlands ("City"), county of San Bernardino ("County"), State of California, known
as County Assessor's Parcel Number 0171-132-16-0000 ("Property"), and
WHEREAS, RCIC desires to sell the Property to City, and City desires to purchase the
Property from RCIC, upon and subject to the terms and conditions set forth in this Agreement,
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, and for other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, City and RCIC hereby agree, and instruct Escrow Agent, as follows
AGREEMENT
Section 1 PURCHASE AND SALE RCIC agrees to sell, transfer, and convey to City,
and City agrees to purchase and acquire from RCIC, the Property on all of the terms and conditions
of this Agreement
Section 2 PURCHASE PRICE & DEPOSIT. The purchase price for the Property
("Purchase Price") shall be sixteen million dollars ($16,000,000) The Purchase Pnce shall be
deposited by City into Escrow within two (2) days prior to the close of Escrow
2 1 DEPOSIT Within five (5) business days after the Effective Date, (the "Deposit
Date") City shall deposit with Escrow Agent (as defined below), the sum of Five Hundred
Thousand Dollars ($500,000) ("the Deposit") m good funds Upon the expiration of the Due
Diligence Period, the Deposit shall become non-refundable and applied to the Purchase Pnce at
Closing, provided however, that the Deposit, less the Independent Consideration (as hereafter
defined in this Section 2 1) shall be refundable to City to the extent expressly provided in this
Agreement Escrow Agent shall release One Hundred Dollars ($100 00) of the Deposit to RCIC
as and for independent consideration for RCIC's execution of this Agreement and the granting of
the Due Diligence Period to City as herein provided ("Independent Consideration") Such
Independent Consideration is non-refundable to City but shall be credited to the Purchase Pnce in
the event that the purchase of the Property is completed
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Section 3 ASSIGNMENT AND ASSUMPTION OF LEASES AND SERVICE
CONTRACTS As part of this agreement, RCIC agrees to assign and City agrees to assume (1) all
of RCIC's interest in and to all leases affecting the Property (collectively the "Leases") together
with all rents and other sums due thereunder and any and all security deposits and letters of credit
in RCIC's possession in connection therewith, and (11) any and all service contracts pertaining to
the operation or management of the Property (collectively, the "Service Contracts") to the extent
assumed by City, as provided below
Section 4 ESCROW
4 1 Opening of Escrow City and RCIC shall cause an escrow ("Escrow") to be opened
with First American Title Company located at 3281 E Guasti Rd , Suite 400, Ontario, CA 91761,
Attention Kelly Simoneau, Ksimoneau@firstam com ("Escrow Agent"), by delivery to Escrow
Agent of a fully executed copy of this Agreement Escrow Agent shall promptly deliver to City
and RCIC written confirmation of the date of the "Opening of Escrow " As used in this
Agreement, the term "Opening of Escrow" means the day on which Escrow Agent receives a fully
executed copy of this Agreement and has notified each Party in wnting of such receipt and the
specific date of the Opening of Escrow
4 2 Escrow Instructions This Agreement shall constitute escrow instructions to
Escrow Agent as well as the agreement of the Parties relating to the purchase and sale of the
Property If any other pnnted escrow instructions are requested of the Parties and the terms thereof
conflict or are inconsistent with any provision of this Agreement or any deed, instrument, or
document executed or delivered in connection with the transaction contemplated hereby, the
provisions of this Agreement, or such deed, instrument or document, shall control Escrow Agent
is hereby appointed and designated to act as Escrow Agent and instructed to deliver, pursuant to
the terms of this Agreement, the documents and funds to be deposited into Escrow as provided per
this Agreement
4 3 Termination/Cancellation Upon any termination or cancellation (the terms being
used interchangeably in this Agreement) of this Agreement by either of the Parties, (i) the Deposit
shall be delivered to the Party that this Agreement specifies is entitled to the same, (ii) all
documents, instruments, and funds delivered into Escrow shall be returned to the Party that
delivered the same into Escrow, and (lil) the Parties shall thereafter be relieved from further
liability under this Agreement, except with respect to any obligations under this Agreement that
are expressly stated to survive any termination of this Agreement A copy of any notice of
termination allowed under this Agreement shall be sent to Escrow Agent by the Party electing to
terminate
Section 5. ACTIONS PENDING CLOSING
5 1 Due Diligence
5 2 1 Property Matenals On or before 5 00 p m on the tenth (loth) day
following the Opening of Escrow, RCIC shall, at RCIC's sole cost and expense, to the extent
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within the RCIC' s possession or control, provide to City and City's counsel true, correct, and
complete copies of all of the following documents (collectively, the "Property Materials")
(a) Any and all surveys for the Property,
(b) All existing, proposed or draft site plans, maps, plats, landscaping plans,
construction plans and drawings, and development plans for the Property
(including, without limitation, with respect to offsite development related to
the Property),
(c) All existing environmental reports for the Property,
(d) All leases, occupancy agreements, operating agreements, and licenses that
affect the Property,
All zoning stipulations, agreements, and requirements that affect or that are
proposed to affect the Property,
All archaeological, biological, soil, geological, grading, drainage, and
hydrology reports, surveys, or assessments and any other engineering reports
for the Property,
A Natural Hazards Disclosure Report in conformity with the California
Natural Hazards Disclosure Act,
All records to the extent within RCIC's possession or control relating to the
use, storage and disposal of all pesticides, fertilizers and other agncultural
chemicals which have been used on the Property or that RCIC anticipates
RCIC, or its agents or contractors, will use on the Property prior to the Close
of Escrow, and
Any other third -Party reports, contracts, and agreements of any kind in
RCIC's possession or control pertaining to the Property
RCIC shall promptly furnish to City for its review (1) any of the items
descnbed in Section 5.2 1 that may come into RCIC's possession or control from and after the
Effective Date of this Agreement, and (11) any additional documents and information in the
possession or control of RCIC reasonably requested in wntmg by City City understands and
acknowledges that neither RCIC nor any of RCIC's representatives makes any representation or
warranty to City as to the accuracy or completeness of the Property Matenals and that RCIC and
RCIC's representatives shall have not made or will not make any attempt to venfy the data
contained therein City agrees that RCIC and RCIC' s representatives shall not have any liability
to City as a result of City' s use of the Property Matenals
(e)
(f)
(g)
(h)
(i)
5 2 2 City's Due Diligence Tests For the period of sixty (60) days from the
Effective Date of this Agreement, City and its employees, agents, consultants, and contractors shall
be entitled, at City's sole cost and expense, to (i) enter onto the Property to perform any
inspections, investigations, studies, and tests of the Property (including, without limitation,
physical, engineenng, soils, geotechnical, and environmental tests) that City deems reasonable,
(11) review all Property Matenals, and (111) investigate such other matters pertaimng to the Property
as City may desire (collectively, the "Due Diligence Period") Notwithstanding the foregoing,
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City shall not conduct any invasive testing on the Property without the prior consent of RCIC,
which shall not be unreasonably withheld, delayed (specifically, RCIC shall respond to City's
request to conduct such testing not more than twenty-four (24) hours after written notice by City
to RCIC), or conditioned Any entry by City onto the Property shall be subject to, and conducted
in accordance with, all applicable laws
5 2 2 1 City shall keep the Property free and clean of any mechanics' hens
and indemnify, protect, defend, and hold RCIC harmless from and against any and all claims
(including, without limitation, claims for mechanic's hens or matenalman's hens), causes of
action, demands, obligations, losses, damages, liabilities, judgments, costs, and expenses
(including, without limitation, reasonable attorneys' fees, charges, and disbursements)
(collectively, "Claims") in connection with or ansmg out of any inspections of the Property earned
on by or on behalf of City pursuant to the terns of this Agreement, provided, however, that City
shall have no responsibility or liability for (i) the negligence or willful misconduct of RCIC, (n)
any adverse condition or defect on or affecting the Property not caused by City or its employees,
agents, consultants, or contractors but discovered or impacted dunng their inspections including,
without limitation, the pre-existing presence or discovery of any matter (such as, but not limited
to, any Hazardous Substance (as defined in this Agreement ), and/or (ni) the results or findings of
any inspection The provisions of this Section shall survive the Closing or earlier termination of
this Agreement
5 1 2 2 Upon completion of City's inspections, City shall promptly
repair any material damage to the Property caused by its entry and restore the Property to
substantially the same conditions which existed pnor to City's entry under this Section 5 2 2
5 1 2 3 During the Due Diligence Penod, City shall indicate to
RCIC, in wnting, which of the Service Contracts City will assume after the close of escrow On
or before the Closing, RCIC shall promptly terminate all Service Contracts except those City has
assumed in wntrng If a Service Contract to be terminated requires pnor wntten notice of
termination, the Service Contract shall be deemed terminated when RCIC delivers a notice of
termination to the contractor
5 1 2 4 The provisions of this Section 5 1 2 shall survive the Closing
or the earlier termination of this Agreement
5 2 3 City's Termination Right City shall have the right at any time on or before
5 00 p m on the sixtieth (60th) day after the Opening of Escrow (the "Due Diligence Termination
Date") to terminate this Agreement by delivering a written notice of such termination to RCIC and
Escrow Agent if City determines, in its sole and absolute discretion, that the Property is not
acceptable to City for any reason City shall indicate its satisfaction and/or waiver of the Due
Diligence condition descnbed m this Section 4 1 by delivenng written notice of such satisfaction
and/or waiver ("Due Diligence Approval Notice") to RCIC and Escrow Agent on or pnor to the
Due Diligence Termination Date If City fails to timely deliver a Due Diligence Approval Notice,
then this Agreement and the Escrow shall be automatically deemed terminated If this Agreement
is terminated in accordance with this Section, then the Deposit, less the Independent Consideration
as specified in Section 2 1 hereof, shall be immediately returned to City and the Parties shall
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thereafter be relieved from further liability hereunder, except with respect to any obligations under
this Agreement that are expressly stated to survive any termination of this Agreement
5 2 Title
5 2 1 Deliveries by RCIC On or before 5 00 p m on the third (3rd) Business
Day after the Opening of Escrow, RCIC shall cause First American Title Company ("Title
Insurer") to issue and deliver to City, at City's sole cost and expense, (i) a current commitment for
an ALTA extended coverage Owner's Policy of Title Insurance for the Property (the "Title
Report") and (11) legible copies of all documents referenced as exceptions in the Title Report
(collectively with the Title Report, the "Title Documents")
5 2 2 City's Review of Title City shall have until the Due Diligence Termination
Date to notify RCIC in wnting of any objection that City may have to any matters reported or
shown in any survey or the Title Documents or any amendments or updates thereof ("City's Title
Objection Letter") (provided, however, that if any such amendments or updates are received by
City after or within five (5) Business Days before the Due Diligence Termination Date, City shall
have five (5) Business Days following City's receipt of such amendment or update and copies of
all documents referenced in the Title Documents to notify RCIC of objections to matters shown
on any such amendment or update that were not disclosed on the previously delivered survey or
Title Documents and the Closing Date shall automatically be extended as necessary to facilitate
such notice period and any subsequent periods for RCIC's response and City's election as provided
in subsections (i) and (ii), below) Matters shown as exceptions to coverage in the Title Report (or
any amendments or updates thereof) that are not timely objected to by City as provided above shall
constitute "Permitted Exceptions " RCIC shall cooperate, at no cost to RCIC, with City to
eliminate matters objected to by City, but, except as set forth in the last sentence of this Section
5 2 2, RCIC shall have no obligation to cure or correct any matter objected to by City On or
before the fifth (5th) Business Day following RCIC's receipt of City's Title Objection Letter,
RCIC may elect, by delivering wntten notice of such election to City and Escrow Agent ("RCIC's
Response"), to cause Title Insurer to remove or insure over any matters objected to in City's Title
Objection Letter If RCIC fails to deliver RCIC's Response within the period set forth above, it
shall be deemed an election by RCIC not to cause Title Insurer to so remove or insure over such
objections If RCIC elects or is deemed to have elected not to cause Title Insurer to so remove or
insure, or if City determines, in its sole discretion, that any proposed endorsement for or insurance
over an objected matter is unsatisfactory, then City must elect, by delivering wntten notice of such
election to RCIC and Escrow Agent on or before the earlier to occur of (1) the fifth (5th) Business
Day following City's receipt of RCIC's Response or (it) if no RCIC's Response is received by
City, the fifth (5th) Business Day following the date on which RCIC shall have been deemed to
have responded, as provided above, to (i) terminate this Agreement, in which case the Deposit,
less the Independent Consideration as specified in Section 2 1 hereof, to the extent previously
deposited in Escrow, shall be immediately returned to City, or (11) proceed with this transaction,
in which event those objected to exceptions or matters that RCIC has not elected to cause Title
Insurer to so remove or insure shall be deemed to be Permitted Exceptions If City fails to make
such election on a timely basis, then City shall be deemed to have elected to terminate this
Agreement in accordance with the preceding clause (i). Notwithstanding anything else stated in
this Agreement, in all events, regardless of whether City has given notice of objection as stated
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above, RCIC shall be obligated to satisfy and otherwise remove all monetary and financial hens
and encumbrances in existence as of the Agreement Date or incurred by RCIC on or before the
Closing Date (other than current taxes not yet due) and any additional encumbrances incurred by
RCIC after the Effective Date in violation of any provision of tins Agreement RCIC agrees not
to cause or create any additional encumbrances or other matters affecting title to the Property to
be incurred following the Effective Date that are not satisfied or otherwise removed on or before
the Closing Date as contemplated above
5 2 3 Condition of Title at Closing Upon the Closing, RCIC shall sell, transfer,
and convey to City fee simple title to the Property by a duly executed and acknowledged grant
deed in the form of Exhibit "A" attached hereto (the "Grant Deed"), subject only to the Permitted
Exceptions and the reservations and other matters, if any, referenced or described in said Grant
Deed
Section 6 DESCRIPTION OF PROPERTY
6.1 The Property As used in this Agreement, the term "Property" shall mean,
collectively, all of RCIC's right, title, and interest in and to (a) all buildings and related
improvements on the Property ("Improvements"), (b) all of the rights, privileges, appurtenances,
hereditaments, easements, reversions, and remainders pertaining to or used in connection with the
Property, including, with the exception of those items excepted out of RCIC's Policy of Title
Insurance for the Property, the (i) development nghts and credits, air nghts, water, water nghts,
and water stock relating to the Property, (n) stnps and gores, streets, alleys, easements, nghts-of-
way, public ways, or other nghts appurtenant, adjacent, or connected to the Property, and (nu)
minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the
Property, and (c) all of RCIC's interests in and to the Leases
Section 7 CONDITIONS TO CLOSING
7 1 City's Closing Conditions The obligation of City to complete the transaction
contemplated by this Agreement is subject to the following conditions precedent (and conditions
concurrent, with respect to deliveries to be made by RCIC at the Closing (as hereinafter defined in
Section 8 hereof)) ("City's Closing Conditions"), winch conditions may be waived, or the time for
satisfaction of such conditions extended, by City only in a writing executed by City
7 1 1 Title Title Insurer shall be irrevocably and unconditionally prepared and
committed to issue to City (with an effective date not earlier than the Closing Date), an ALTA
extended coverage owner's policy of title insurance ("ALTA Extended Policy") in favor of City
for the Property (i) showing fee title to the Property vested in City, (n) with liability coverage in
an amount equal to the Purchase Price, (nu) with those endorsements reasonably requested by City
including, without imitation, a Mechanic's Lien Endorsement, and (iv) containing no exceptions
other than the Permitted Exceptions and the reservations and other matters referenced or described
in the Grant Deed ("Owner's Title Policy") City shall pay any difference in the cost of the
premium for a standard CLTA owner's policy of title insurance and the ALTA Extended Policy
If a new or updated survey is required to enable the Title Company to issue the ALTA Extended
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Policy, City shall obtain the same, at its sole cost and expense, in a timely manner so as to facihtate
the issuance of the ALTA Extended Policy upon the Close of Escrow
7 1 2 RCIC' s Due Performance All of the representations and warranties of
RCIC set forth in Section 8 shall be true, correct, and complete m all material respects as of the
Closing Date, and RCIC, on or pnor to the Closing Date, shall have complied with and/or
performed all of the obligations, covenants, and agreements required on the part of RCIC to be
complied with or performed pursuant to the terms of this Agreement on or prior to the Closing
7 1 3 Physical Condition of Property. The physical condition of the Property
shall be substantially the same on the Closing Date as on the Effective Date, except for reasonable
wear and tear and any damages due to any act of City or City's representatives.
7 1 4 Bankruptcy No action or proceeding shall have been commenced by or
against RCIC under the federal bankruptcy code or any state law for the relief of debtors or for the
enforcement of the nghts of creditors, and no attachment, execution, hen, or levy shall have
attached to or been issued with respect to RCIC' s interest in the Property or any portion thereof
7 1 5 Possession/Removal of Personal Property Upon the Close of Escrow,
RCIC shall deliver possession of the Property to City subject to all tenants' rights under the Leases
Pnor to the Close of Escrow, RCIC shall have the right to remove any or all improvements and
RCIC's equipment, trade fixtures or other personal property Any such salvage and removal shall
be performed pursuant to all required permits, m accordance with all laws, rules and regulations,
and in such manner that the Property is delivered upon the Close of Escrow without any safety
issues on site, such as large holes, partially razed structures, or any other similarly unsafe
conditions Any improvements or personal property of RCIC remaining on the Property after the
Close of Escrow which does not belong to parties under contract in the Leases or assumed Service
Contracts shall be conclusively deemed abandoned by RCIC ("Abandoned Personal Property")
RCIC waives and relinquishes all rights, title, interest and claims in any such Abandoned Personal
Property and effective upon abandonment transfers, conveys and assigns all of its right, title and
interest in such Abandoned Personal Property to City for disposition as determined by City in
City's sole and absolute discretion
7 2 RCIC's Closing Conditions The obligation of RCIC to complete the transaction
contemplated by this Agreement is subject to the following conditions precedent (and conditions
concurrent, with respect to delivenes to be made by City at the Closing (as hereinafter defined in
Section 8 hereof)) ("RCIC's Closing Conditions"), which conditions may be waived, or the time
for satisfaction of such conditions extended, by RCIC only in a wasting executed by RCIC
7 2 1 City's DuePe ounanoe. All offliemprescntationsand watruntiesofCitysetfarfl inSed on9
shall be true, correct, and complete m all matenal respects as of the Closmg Date, and City, on or
prior to the Closing Date, shall have complied with and/or performed all of the obligations,
covenants, and agreements required on the part of City to be complied with or performed pursuant
to the terms of this Agreement on, or prior to, the Closing including, but not limited to, execution
of an Assignment and Assumption of Leases and Service Contracts m substantially the form
attached hereto as Exhibit D
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Affidavit"),
7 2 2 Title City shall have notified RCIC in writing of City's approval of the
condition of title to the Property together with any applicable Permitted Exceptions
7 2 3 Physical Condition City shall have notified RCIC of City's approval
of the physical condition of the Property
7 2 4 Bankruptcy No action or proceeding shall have been commenced by
or against City under the federal bankruptcy code or any state law for the relive of debtors or for
the enforcement of the rights of creditors
7 2 5 Default Prior to the Closing, City shall not be in Default under the
terms of this Agreement
Section 8 CLOSING.
8 1 Closing Date Subject to the provisions of this Agreement, the Closing shall take
place on or before that date ("Closing Date") which is the thirtieth (30th) day after the expiration
date of the Due Diligence Penod As used in this Agreement, the "Closing" shall mean the
recordation of the Grant Deed in the Official Records
8 2 Deliveries by RCIC On or before the Closing Date, RCIC, at its sole cost and
expense, shall deliver or cause to be delivered into Escrow the following items, documents, and
instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged,
and, if applicable, in proper form for recording
8 2.1 Grant Deed The Grant Deed conveying the Property to City,
8 2 2 Non -Foreign Affidavit A Non -Foreign Affidavit in the form attached
hereto as Exhibit "B" ("Non -Foreign Affidavit"),
8 2 3 State Affidavit A California Franchise Tax Board Form 593-C ("State
8 2 4 Owner's Affidavit An owner's affidavit or RCIC's certificate duly
executed by RCIC in the form customarily required by title insurance companies in the county of
San Bernardino, in connection with the issuance of title insurance, to remove standard exceptions
for mechanics hens, the gap penod from the latest title update of City's title insurance commitment
and Parties in possession,
8 2 5 Proof of Authonty Such proof of RCIC's authonty and authorization to
enter into this Agreement and the transaction contemplated hereby, and such proof of the power
and authonty of the individuals executing or delivering any instruments, documents, or certificates
on behalf of RCIC to act for and bind RCIC as may be reasonably required by Title Insurer or
Escrow Agent, and
8 2 6 Other Such other items, documents, and instruments as may be reasonably
required by City, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions of
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this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be
performed by RCIC at the Closing pursuant to this Agreement
8 3 Dehvenes by City On or before the Closing Date, City, at its sole cost and expense,
shall deliver or cause to be delivered into Escrow the following funds and the following items,
documents, and instruments, each dated as of the Closing Date, fully executed and, if appropriate
acknowledged, and, if applicable, in proper form for recording
8 3 1 Purchase Price Cash or other immediately available funds in an amount
equal to the unpaid sum of the Purchase Price (less the Deposit) and all of City's share of the
Closing Costs (as defined below) and otherwise sufficient to close the transaction contemplated in
this Agreement,
8 3 2 Proof of Authonty Such proof of City's authority and authorization to enter
into this Agreement and the transaction contemplated hereby, and such proof of the power and
authonty of the individuals executing or delivering any instruments, documents, or certificates on
behalf of City to act for and bind City as may be reasonably required by Title Insurer or Escrow
Agent, and
8 3 3 Other Such other items, documents, and instruments as may be reasonably
required by RCIC, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions
of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be
performed by City at the Closing pursuant to this Agreement
8 4 Actions by Escrow Agent Provided that Escrow Agent shall not have received
written notice from City or RCIC of the failure of any condition to the Closing or of the termination
of the Escrow and this Agreement, when City and RCIC have deposited into Escrow the documents
and funds required by this Agreement and Title Insurer is irrevocably and unconditionally prepared
and committed to issue the Owner' s Title Policy in accordance with the terms of this Agreement,
Escrow Agent shall, in the order and manner indicated in this Agreement below, take the following
actions
8 4 1 Recording Cause the Grant Deed and any other documents customanly
recorded and/or that the Parties may mutually direct to be recorded in the Official Records and
obtain conformed copies of such items for distribution to City and RCIC
8 4 2 Funds Disburse all funds as follows
8 4 2 1 Pursuant to the Closing Statement (as defined below), retain for
Escrow Agent's own account all escrow fees and costs, disburse to Title Insurer the fees and
expenses incurred in connection with the issuance of the Owner's Title Policy, and disburse to any
other persons or entities entitled to receive such fees and costs the amount of any other Closing
Costs,
8 4 2 2 Disburse to RCIC an amount equal to the Purchase Price, less or
plus the net debit or credit to RCIC by reason of the prorations and allocations of Closing Costs
provided for in this Agreement, and
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8 4 2 3 Disburse to the Party who deposited the same any remaining funds
in the possession of Escrow Agent after the payments pursuant to Sections 8 4 2 1 and 8 4 2 2
above have been completed.
8 4 3 Delivery of Documents Dehver (i) to RCIC, one origmal of all documents
deposited into Escrow (other than the Grant Deed, the other documents recorded pursuant to the
terms of this Agreement, the Non -Foreign Affidavit, the State Affidavit and the General
Assignment), one copy of the Non -Foreign Affidavit, the State Affidavit and the General
Assignment, and one conformed copy of each document recorded pursuant to the terms of this
Agreement, and (it) to City, one onginal of all documents deposited into Escrow (other than the
Grant Deed and the other documents recorded pursuant to the terms of this Agreement, but
including, without limitation, the Non -Foreign Affidavit and the State Affidavit), and the one
conformed copy of each document recorded pursuant to the terms of this Agreement Originals of
any documents recorded at Closing shall be delivered after such recording as indicated thereon
8 4 4 Owner's Title Policy Cause Title Insurer to issue or be irrevocably and
unconditionally prepared and committed to issue the Owner's Title Policy to City
8 5 Prorations/Apportionment
8 5 1 Method of Proration Taxes and assessments affecting the Property shall be
prorated between City and RCIC as of the Closing Date based on a 360-day year All non-
dehnquent real estate taxes and assessments on the Property shall be prorated based on the actual
current tax bill, but if such tax bill has not yet been received by RCIC by the Closing Date or if
supplemental taxes are assessed after the Closing for the penod prior to the Closing, the Parties
shall make any necessary adjustment after the Closing by cash payment to the Party entitled to the
same so that RCIC shall have borne all real property taxes, including all supplemental taxes,
allocable to the period pnor to the Closing and City shall bear all real property taxes, including all
supplemental taxes, allocable to the penod from and after the Closing If any real property taxes
or assessments or any expenses attnbutable to the Property and allocable to the penod pnor to the
Closing are discovered or billed after the Closing, the Parties shall make any necessary adjustment
after the Closing by cash payment to the Party entitled to the same within five (5) Business Days
following the discovery thereof or the receipt by any Party of the bill therefor, as the case may be,
so that RCIC shall have borne all real property taxes, assessments and expenses allocable to the
period pnor to the Closing and City shall bear all real property taxes, assessments and expenses
allocable to the penod from and after the Closing
8 5 2 Survival The obligations under this Section 7 5 shall survive the Closing
and the delivery and recordation of the Grant Deed for the Property
8 6 Closing Costs Each Party shall pay its own costs and expenses arising in
connection with the Closing (including, without limitation, its own attorneys' and advisors' fees,
charges, and disbursements), except the following costs ("Closing Costs"), which shall be
allocated between the Parties as follows
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8 6 1 Escrow Agent's escrow fees and costs shall be shared equally by City
and RCIC,
8 6 2 The cost of the Owner's Title Policy attributable to the standard CLTA
coverage portion shall be paid by RCIC,
8 6 3 The cost of the Owner's Title Policy attributable to the extended ALTA
coverage portion shall be paid by City,
8 6 4 The cost of any items required to be provided by RCIC pursuant to
Section 5 2 2, shall be paid by RCIC, and the costs of any other endorsements to the Owner's Title
Policy shall be paid by City,
8 6 5 RCIC shall pay the cost of any documentary transfer taxes in connection
with the recording of the Grant Deed,
8 6 6 RCIC shall pay all recording costs for recording the Grant Deed, and
8 6 7 All other closing fees and costs shall be charged to and paid by City
8 7 Closing Statement Three (3) Business Days prior to the Closing Date, Escrow
Agent shall deliver to each of the Parties for their review and approval a preliminary closing
statement ("Preliminary Closing Statement") setting forth (i) the proration amounts allocable to
each of the Parties pursuant to Section 8 5, and (11) the Closing Costs allocable to each of the
Parties pursuant to Section 8 6 Based on each of the Party's comments, if any, regarding the
Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and
deliver a final, signed version of a closing statement to each of the Parties at the Closing ("Closing
Statement")
8 8 Deliveries Outside of Escrow Upon the Closing, RCIC shall deliver possession of
the Property to City, subject only to the Permitted Exceptions, Leases and assumed Service
Contracts Effective immediately upon the Closing, any personal property remaining on the
Property shall be deemed abandoned and may be removed and disposed of by City at its sole cost
and expense This Section 8 8 shall survive the Closing
Section 9 RCIC'S COVENANTS, REPRESENTATIONS AND WARRANTIES
RCIC represents, and warrants to and agrees with City, as of the Agreement Date and as of the
Closing Date, as follows
9 1 RCIC's Authority, Validity of Agreements RCIC has full nght, power, and
authonty to sell the Property to City as provided in this Agreement and to carry out its obligations
under this Agreement The individuals executing this Agreement and the instruments referenced
in this Agreement on behalf of RCIC has/have the legal power, nght, and actual authonty to bind
RCIC to the terms hereof and thereof This Agreement is, and all other instruments, documents
and agreements to be executed, and delivered by RCIC in connection with this Agreement shall
be, duly authorized, executed, and delivered by RCIC and the valid, binding, and enforceable
obligations of RCIC (except as enforcement may be limited by bankruptcy, insolvency, or similar
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laws) and do not, and as of the Closing Date will not result in any violation of, or conflict with, or
constitute a default under, any provisions of any agreement of RCIC or any mortgage, deed of
trust, indenture, lease, security agreement, or other instrument, covenant, obligation, or agreement
to which RCIC or the Property is subject, or any judgment, law, statute, ordinance, writ, decree,
order, injunction, rule, ordinance, or governmental regulation or requirement affecting RCIC or
the Property
9 2 No Additional Third -Party Rights Except as disclosed in the Title Report and in
the attached Exhibit C —Leases at the Property, RCIC is not aware of any additional leases or
occupancy agreements that grant third -Parties any possessory or rights to use all or any part of the
Property
9 3 Litigation RCIC is not aware of (i) any actions, investigations, suits, or
proceedings pending or threatened that affect the Property, the ownership or operation thereof, or
the ability of RCIC to perform its obligations under this Agreement, and (ii) there are no
judgments, orders, awards, or decrees currently in effect against RCIC with respect to the
ownership or operation of the Property that have not been fully discharged prior to the Effective
Date of this Agreement
9 4 No Violations of Environmental Laws To RCIC's knowledge and except as
disclosed in the Property Materials (i) the Property is not in, nor has it been or is it currently under
investigation for violation of any federal, state, or local law, ordinance, or regulation relating to
industrial hygiene, worker health and safety, or to the environmental conditions in, at, on, under,
or about the Property, including, but not limited to, soil and groundwater conditions
("Environmental Laws"), (n) the Property has not been subject to a deposit of any Hazardous
Substance, (iii) neither RCIC nor any third Party has used, generated, manufactured, stored, or
disposed in, at, on, or under the Property any Hazardous Substance, and (iv) there is not now m,
on, or under the Property any underground or above ground storage tanks or surface
impoundments, any asbestos containing materials, or any polychlorinated biphenyls used in
hydraulic oils, electrical transformers, or other equipment RCIC hereby assigns to City as of the
Closing all claims, counterclaims, defenses, and actions, whether at common law or pursuant to
any other applicable federal, state or other laws that RCIC may have against any third Party or
Parties relating to the existence or presence of any Hazardous Substance in, at, on, under, or about
the Property For purpose of this Agreement, the term "Hazardous Substance" shall include any
wastes, materials, substances, pollutants, and other matters regulated by Environmental Laws
9 5 No Other Commitments Except as may be disclosed in the Title Report, RCIC has
not made any commitment or representation to any governmental authority, or any adjoining or
surrounding property owner, that would in any way be binding on City or would interfere with
City's ability to develop and improve the Property for residential, commercial, or retail purposes,
and RCIC shall not make any such commitment or representation that would affect all or any
portion of the Property without City's written consent
9 6 Property Materials RCIC is not aware of any material defects, deficiencies, or
inaccuracies in any of the Property Materials
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9 7 Permits and Approvals To RCIC's knowledge, all work performed on the Property
by or at the request of RCIC including, without limitation, brush removal, has been performed m
material compliance with all applicable laws, rules and regulations and pursuant to all required
permits and approvals
9 8 Survival All of the representations, warranties, and agreements of RCIC set forth
in this Agreement shall be true upon the Effective Date of this Agreement, shall be deemed to be
repeated at and as of the Closing Date, and shall survive the delivery of the Grant Deed and the
Closing for a period of six (6) months Pnor to a termination of this Agreement, RCIC shall not
take any action, fail to take any required action, or willfully allow or consent to any action that
would cause any of RCIC's representations or warranties to become untrue If any representation
or warranty of RCIC was true as of the Effective Date of this Agreement, but is not true as of the
Closing Date, then RCIC shall disclose this changed fact to City in wasting So long as RCIC
makes the foregoing disclosure and the change of circumstances regarding the representation or
warranty did not anse due to the fault of RCIC, then RCIC shall not be in breach of this Agreement
due to the fact that the representation or warranty has become untrue as of the Closing Date,
provided, however, the fact that any representation or warranty under this Section 8 is untrue as of
the Closing Date shall still be a failure of a condition pursuant to Section 6 1 2 Notwithstanding
the foregoing, if City has actual knowledge of the incorrectness of any representation or warranty
set forth in this Section 8 as of the Close of Escrow and City has not elected to terminate this
Agreement as provided m this Agreement, then City will be deemed to have waived any claim
against RCIC for the incorrectness of such representation or warranty
Section 10 CITY'S REPRESENTATIONS AND WARRANTIES City represents and
warrants to RCIC, as of the Agreement Date and as of the Closing Date, as follows
10 1 City's Authority, Validity of Agreements City has full nght, power, and authority
to purchase and acquire the Property from RCIC as provided m this Agreement and to carry out
its obligations hereunder The individuals executing this Agreement and the instruments
referenced in this Agreement on behalf of City has/have the legal power, nght, and actual authority
to bind City to the terms of this Agreement and such instruments and documents This Agreement
is, and all other instruments, documents, and agreements to be executed and delivered by City in
connection with this Agreement shall be, duly authonzed, executed, and delivered by City and the
valid, binding, and enforceable obligations of City (except as enforcement may be limited by
bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will not, violate
any provision of any law, statute, ordinance, rule, regulation, agreement or judicial order to which
City is a Party or to which City is subject
10 2 Survival All of the representations, warranties, and agreements of City set forth in
this Agreement shall be true upon the Effective Date of this Agreement, shall be deemed to be
repeated at and as of the Closing Date and shall survive the delivery of the Grant Deed and the
Closing for a period of six (6) months Prior to a termination of this Agreement, City shall not
take any action, fail to take any required action, or willfully allow or consent to any action that
would cause any of City's representations or warranties to become untrue
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Section 11 AS -IS THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS
FOLLOWS (A) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT,
THE DEED, AND/OR ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED BY RCIC
AT CLOSING ("EXPRESS REPRESENTATIONS"), NEITHER RCIC NOR ANY OF ITS
AGENTS, REPRESENTATIVES, BROKERS, OFFICERS, DIRECTORS, SHAREHOLDERS,
MEMBERS, OR EMPLOYEES HAS MADE OR WILL MAKE ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY; AND (B) EXCEPT AS MAY
BE SPECIFICALLY SET FORTH 1N THIS AGREEMENT, THE PROPERTY IS BEING SOLD
TO CITY IN ITS PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS
REPRESENTATIONS SUBJECT TO THE EXPRESS REPRESENTATIONS AND THE
TERMS OF THIS AGREEMENT, CITY WILL BE AFFORDED THE OPPORTUNITY TO
MAKE ANY AND ALL INSPECTIONS OF THE PROPERTY AND SUCH RELATED
MATTERS AS CITY MAY REASONABLY DESIRE AND, ACCORDINGLY, SUBJECT TO
THE EXPRESS REPRESENTATIONS, CITY WILL RELY SOLELY ON ITS OWN DUE
DILIGENCE AND INVESTIGATIONS IN PURCHASING THE PROPERTY
Section 12 RISK OF LOSS
12 1 Condemnation If, prior to any Closing, all or any portion of the Property is taken
by condemnation or eminent domain (or is the subject of a pending or contemplated taking which
has not been consummated), RCIC shall immediately notify City in wnting of such fact In such
event, City shall have the option to terminate this Agreement upon wntten notice to RCIC given
within ten (10) Business Days after receipt of such notice from RCIC, in which event the Deposit
shall be returned to City Notwithstanding the foregoing, City's failure to provide written notice
of City's election to terminate within such ten (10) Business Day period shall be deemed City's
election to terminate this Agreement Prior to any termination or deemed termination of this
Agreement, City shall have the nght to participate m any proceedings and negotiations with respect
to the taking and any transfer in lieu of taking (and RCIC shall not consummate any transfer in
lieu of taking without City's pnor written consent, which consent shall not be unreasonably
withheld, conditioned or delayed) If City waives the nght to terminate this Agreement and elects
to proceed with the Closing, then (i) RCIC, at, and as a condition precedent to City's obligation to
proceed with, the Closing, must pay to City (or direct Escrow Agent to credit City against the
Purchase Pnce for) the amount of all awards for the taking of the Property (and any consideration
for any transfer in lieu of taking) actually received by RCIC, and assign to City by wntten
instrument reasonably satisfactory to City all nghts or claims to any future awards for the taking
of the Property (and any consideration for any transfer in lieu of taking), and (11) the Parties shall
proceed to the Closing pursuant to the terms hereof without further modification of the terms of
this Agreement
12 2 Casualty. Prior to the Closing and notwithstanding the pendency of this Agreement,
the entire nsk ()floss or damage by earthquake, hurricane, tornado, flood, landslide, fire, sinkhole,
contamination by hazardous materials or other casualty shall be borne and assumed by RCIC If,
pnor to the Closing, any portion of the Property is damaged as a result of any earthquake,
hurricane, tornado, flood, sinkhole, landslide, fire, contamination by hazardous materials or other
casualty, RCIC shall immediately notify City in writing of such fact In such event, City shall
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have the option to terminate this Agreement upon written notice to RCIC given within ten (10)
Busmess Days after receipt of any such notice from RCIC, in which event the Deposit shall be
returned to City Notwithstanding the foregoing, City's failure to provide wntten notice of City's
election to terminate within such ten (10) Business Day period shall be deemed City's election to
terminate this Agreement Prior to any termination or deemed termination of this Agreement, City
shall have the right to participate in any adjustment of the insurance claim If City waives the right
to terminate this Agreement and elects to proceed with the Closing, then (i) RCIC, at, and as a
condition precedent to City' s obligation to proceed with, the Closing, must either pay to City (or
direct Escrow Agent to credit City against the Purchase Price for) the amount of any insurance
proceeds actually received by RCIC plus the amount of any deductible under RCIC's insurance,
or if no insurance proceeds have been received by RCIC, assign to City by written instrument
reasonably satisfactory to City all rights or claims to the insurance proceeds and credit City against
the Purchase Pnce for any deductible payable under RCIC' s insurance policy, and (n) the Parties
shall proceed to the Closing pursuant to the terms hereof without further modification of the terms
of this Agreement
Section 13. REMEDIES
13 1 Default by RCIC If RCIC shall breach any of the terms or provisions of this
Agreement or otherwise fail to perform any of RCIC's obligations under this Agreement at or prior
to Closing, and if such failure continues without cure by RCIC for five (5) Business Days after
City provides RCIC and Escrow Agent with wntten notice thereof (a "RCIC Default"), and
provided City is not then in default, then City may, as City's sole remedies for such failure, but
without limiting City's nght to recover reasonable attorneys' fees pursuant to Section 14 13 below
(i) waive the effect of such matter and proceed to consummate this transaction, (n) cancel this
Agreement and receive a full refund of the Deposit and recover from RCIC the reasonable out-of-
pocket expenses incurred by City related to the Property and this transaction, which amounts shall
be payable by RCIC to City within five (5) Business Days following receipt by RCIC of written
request therefor from City together with copies of invoices evidencing such expenses, or (ni)
proceed with any remedies available to City at law or in equity, which may, without limitation,
include the bringing of an action against RCIC for specific performance and/or recovery of the
Deposit and any other damages suffered or incurred by City as a result of any breach or failure by
RCIC to perform any of RCIC's obligations under this Agreement
13 2 Default by City IF CITY SHALL BREACH ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR OTHERWISE FAIL TO PERFORM ANY OF
CITY'S OBLIGATIONS UNDER THIS AGREEMENT AND IF SUCH FAILURE
CONTINUES WITHOUT CURE BY CITY FOR FIVE (5) BUSINESS DAYS AFTER RCIC
PROVIDES CITY AND ESCROW AGENT WITH WRITTEN NOTICE THEREOF, AND
PROVIDED RCIC IS NOT THEN IN DEFAULT, THEN RCIC MAY WAIVE SUCH BREACH
AND PROCEED TO CONSUMMATE THIS TRANSACTION IN ACCORDANCE WITH THE
TERMS HEREOF, OR RCIC MAY, AS ITS EXCLUSIVE REMEDY (BUT WITHOUT
LIMITING RCIC'S RIGHT TO RECOVER ATTORNEYS' FEES PURSUANT TO SECTION
1413 BELOW), CANCEL THIS AGREEMENT AND RETAIN THE DEPOSIT AS
LIQUIDATED DAMAGES AND AS CONSIDERATION FOR THE ACCEPTANCE OF THIS
AGREEMENT AND FOR TAKING THE PROPERTY OFF THE MARKET, AND NOT AS A
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PENALTY CITY AND RCIC HAVE DETERMINED AND HEREBY AGREE THAT IT
WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO
ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES THAT
WOULD BE SUFFERED BY RCIC IF CITY FAILS TO PERFORM ANY OF ITS
OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND
THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES UNDER
THE CIRCUMSTANCES IS AN AMOUNT EQUAL TO THE DEPOSIT ACCORDINGLY,
CITY AND RCIC AGREE THAT IF CITY BREACHES ANY OF ITS OBLIGATIONS UNDER
THIS AGREEMENT OR OTHERWISE DEFAULTS HEREUNDER, RCIC MAY RETAIN THE
DEPOSIT AS LIQUIDATED DAMAGES THE PAYMENT AND RETENTION OF THE
DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR
PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR
3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO RCIC
PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677
RCIC's Initials
Section 14 BROKERS RCIC shall be responsible for the costs of any brokerage fees
associated with this transaction RCIC shall indemnify, defend, protect, and hold City harmless
for, from, and against any and all Claims associated with brokerage fees by reason of any breach
or inaccuracy of the representation, warranty, and agreement of RCIC contained in this Section
The provisions of this Section shall survive the Closing or earlier termination of this Agreement
Section 15 MISCELLANEOUS PROVISIONS
15 1 Entire Agreement This Agreement, including the exhibits attached hereto,
constitutes the entire agreement between City and RCIC pertaining to the subject matter hereof
and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations,
and discussions, whether oral or written, of the Parties, and there are no warranties, representations,
or other agreements, express or implied, made to either Party by the other Party in connection with
the subject matter hereof except as specifically set forth in this Agreement or in the documents
delivered pursuant hereto or in connection herewith
15 2 Modification, Waiver No supplement, modification, waiver, or termination of this
Agreement shall be binding unless executed in writing by the Party to be bound thereby. No
waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided
15 3 Notices All notices, consents, requests, reports, demands or other communications
hereunder (collectively, "Notices") shall be m writing and may be given personally, by registered
or certified mail, by electronic mail, by courier, or by Federal Express (or other reputable overnight
delivery service) for overnight delivery, as follows
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To City
To RCIC
To Escrow Agent
City of Redlands, a municipal corporation
P O Box 3005
35 Cajon Street, Suite 222
Redlands, CA 92373
Attention Jeanne Donaldson, City Clerk
Telephone (909) 798-7531
Email jdonaldson@cityofredlands org
Redlands Commumty Investment Corporation
380 New York Street
Redlands, CA 92373
Attention Donald J Berry, Jr , Vice President
Telephone (909) 369-2252
Email dberry@esn corn
First Amencan Title Company
3281 E Guasti Rd , Suite 400
Ontario, CA 91761
Attention. -Kelly Simoneau
Telephone. (909) 510-6206
Email Ksimoneau@firstam com
Or to such other address or such other person as the addressee Party shall have last designated by
Notice to the other Party and Escrow Agent All Notices shall be deemed to have been given three
(3) days following deposit in the United States Postal Service (postage prepaid) or, upon receipt,
if sent by overnight delivery service, couner, facsimile transmission (so long as confirmed by the
appropnate automatic confirmation page), electronic mail (so long as receipt is acknowledged or
otherwise confirmed), or personally delivered Notice to a Party shall not be effective unless and
until each required copy of such Notice is given The inability to deliver a Notice because of a
changed address of which no Notice was given or an inoperative facsimile number for which no
Notice was given of a substitute number, or any rejection or other refusal to accept any Notice,
shall be deemed to be the receipt of the Notice as of the date of such inability to deliver or rejection
or refusal to accept Any Notice to be given by any Party may be given by legal counsel for such
Party Telephone numbers are provided in this Agreement for convenience only and shall not alter
the manner of giving Notice set forth in this Section 15 3
15 4 Expenses Subject to the provision for payment of the Closing Costs in accordance
with the terms of Section 8 6 of this Agreement and of any other provision of this Agreement,
whether or not the transaction contemplated by this Agreement shall be consummated, all fees and
expenses incurred by any Party hereto in connection with this Agreement shall be borne by such
Party
15 5 Severability Any provision or part of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction,
be ineffective only to the extent of such invalidity and shall not affect the enforceability of the
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remairung provisions hereof or the validity or enforceability of any such provision in any other
situation or in any other junsdietion
15 6 Successors and Assigns Neither RCIC nor City shall assign its nghts under this
Agreement without the consent of the other Party, which consent shall not be unreasonably
withheld or delayed Notwithstanding any such assignment, no assignment shall relieve the
assignor of any obligations or liability under this Agreement Subject to the foregoing, all of the
Parties' rights, duties, benefits, liabilities, and obligations under this Agreement shall mure to the
benefit of, and be binding upon, their respective successors and assigns
15 7 Counterparts This Agreement may be executed in as many counterparts as may be
deemed necessary and convenient, and by the different Parties hereto on separate counterparts,
each of which, when so executed, including, without limitation, by pdf scanned counterparts of
any initialed or executed pages delivered via electromc mail, shall be deemed an onginal, but all
such counterparts shall constitute one and the same instrument
15 8 Governing Law, Jurisdiction This Agreement shall be governed by and construed
under the laws of the State of California without regard to conflicts -of -laws principles that would
require the application of any other law Each Party hereby consents to the exclusive jurisdiction
of any court of competent jurisdiction in San Bernardino County in any action related to or arising
under this Agreement
15 9 Headings The Section headings of this Agreement are for convenience of
reference only and shall not be deemed to modify, explain, restrict, alter, or affect the meaning or
interpretation of any provision hereof
15 10 Time of Essence Time shall be of the essence with respect to all matters
contemplated by this Agreement
15 11 Further Assurances In addition to the actions recited in this Agreement and
contemplated to be performed, executed, and/or delivered by RCIC and City, dunng the term of
this Agreement and after the Closing, RCIC and City agree to perform, execute, and/or deliver or
cause to be performed, executed, and/or delivered any and all such further acts, instruments, deeds,
and assurances as may be reasonably required to consummate the transaction contemplated hereby
In furtherance of the foregoing, so long as City is not in default under the terms of this Agreement,
RCIC will cooperate, as reasonably needed, and at no cost to RCIC, in City's due diligence review
process, which shall include but not be limited to RCIC's consent to City's unrestricted access to
agencies, representatives, tenants, consultants and other parties familiar with the Property and the
execution and delivery of such applications or other documents as reasonably requested by City.
15 12 Construction As used in this Agreement, the masculine, feminine, and neuter
gender and the singular or plural shall each be construed to include the other whenever the context
so requires This Agreement shall be construed as a whole and in accordance with its fair meaning,
without regard to any presumption or rule of construction causing this Agreement or any part of it
to be construed against the Party causing this Agreement to be wntten The Parties acknowledge
that each has had a full and fair opportunity to review this Agreement and to have it reviewed by
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counsel If any words or phrases in this Agreement have been stricken, whether or not replaced
by other words or phrases, this Agreement shall be construed (if otherwise clear and unambiguous)
as if the stricken matter never appeared and no inference shall be drawn from the former presence
of the stricken matters in this Agreement or from the fact that such matters were stricken
15 13 Attorneys' Fees If either Party brings an action or proceeding against the other
Party to enforce or interpret any of the covenants, conditions, agreements, or provisions of this
Agreement, the prevailing Party in such action or proceeding shall be awarded all costs and
expenses of such action or proceeding, including, without limitation, attorneys' fees (including
fees for a Parry's use of in-house counsel), charges, disbursements, and the fees and costs of expert
witnesses If any Party secures a judgment in any such action or proceeding, then any costs and
expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party
in enforcing such judgment, or any costs and expenses (Including, but not limited to, attorneys'
fees and costs) Incurred by the prevailing Party In any appeal from such judgment in connection
with such appeal shall be recoverable separately from and in addition to any other amount included
in such judgment The preceding sentence is intended to be severable from the other provisions
of this Agreement, and shall survive and not be merged into any such Judgment This Section shall
survive Closing and any earlier termination of this Agreement
15 14 Business Days As used in this Agreement, the term "Business Day" shall mean a
day that is not a Saturday, Sunday, or legal holiday If the date for the performance of any covenant
or obligation under this Agreement shall fall on a Saturday, Sunday, or legal holiday, the date for
performance thereof shall be extended to the next Business Day Similarly, if the day for the
performance of any covenant or obligation under this Agreement involving Escrow Agent shall
fall on a Business Day on which Escrow Agent is closed for business to the public, the date for
performance thereof shall be extended to the next Business Day on which Escrow Agent is open
for business to the public
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The Parties have executed this Agreement as of the day and year first written above
CITY OF REDLANDS,
a municipal corporation
Paul T Banch, Mayor
ATTEST
e Donaldson, City Clerk
ESCROW AGENT
REDLANDS COMMUNITY
INVESTMENT CORPORATION
a California corporation
Donal + Berry, Jr ce President
The undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and
Joint Escrow Instructions, agrees to act as Escrow Agent under this Agreement m stnct accordance
with its terms, agrees to insert as the "Agreement Date" on page 1 of this Agreement, if not
otherwise dated, the latest date this Agreement was signed by RCIC and City and delivered to
Escrow Agent, and agrees to comply with the applicable provisions of the Internal Revenue Code
with respect to the transactions contemplated hereby
FIRST AMERICAN TITLE CO
elly
Senior Cf mines ial Escrow Officer
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LIST OF EXHIBITS
EXHIBIT "A" GRANT DEED
EXHIBIT "B" NON -FOREIGN AFFIDAVIT
EXHIBIT "C" LEASES AT THE PROPERTY
EXHIBIT "D" FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES AND SERVICE
CONTRACTS
EXHIBIT "A"
GRANT DEED
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
City of Redlands
P O Box 3005
Redlands, Caltfornia 92373
Attention City Clerk
APN Numbers 0171-132-16-0000
GRANT DEED
(Space Above for Recorder s Use)
The undersigned Grantor declares that Documentary Transfer Tax is not shown pursuant
to Section 11932 of the California Revenue and Taxation Code, as amended
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
is hereby acknowledged, REDLANDS COMMUNITY INVESTMENT CORPORATION (the
"Grantor"), hereby grants to CITY OF REDLANDS, a municipal corporation, the real property in
the City of Redlands, County of San Bernardino, State of California, described in Exhibit "A"
attached to and incorporated in this Agreement by this reference
THIS GRANT AND CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO
COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, RIGHTS OF WAY AND
EASEMENTS NOW OF RECORD
[signature page follows]
MAIL TAX STATEMENTS TO
City of Redlands
P O Box 3005
Redlands, California 92373
Attention City Clerk
IN WITNESS WHEREOF, the Grantor has executed this Grant Deed as of
, 2021
GRANTOR
REDLANDS COMMUNITY INVESTMENT
CORPORATION
a California corporation
By
Name Donald J Berry, Jr
Title Vice President
Date
A notary public or other officer completing
this certificate venfied only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document
STATE OF CALIFORNIA )
)
COUNTY OF )
ss
On , 2021, before me, ,
Notary Public, 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 authonzed capacity(ies) 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
Notary Public
In and For Said County and State
EXHIBIT "A" TO GRANT DEED
LEGAL DESCRIPTION
The Land referred to herein below is situated in the City of Redlands, County of San Bernardino, State of
California, and is described as follows.
LOT 1, TRACT NO 11089, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF
CALIFORNIA, AS PER PLAT RECORDED IN BOOK 149 OF MAPS, PAGE(S) 79, RECORDS OF SAID
COUNTY.
For conveyancing purposes only APN 0171-132-16-0-000
the full value of the property conveyed
Document No
Recorded , 2021
STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION
NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE
OF THE COUNTY RECORDER (PURSUANT TO SECTION 11932 REVENUE
AND TAXATION CODE)
TO Recorder
County of San Bernardino
Request is hereby made in accordance with the provisions of the Documentary Transfer
Tax Act that the amount of the tax due not be shown on the original document which names
Grantor REDLANDS COMMUNITY INVESTMENT CORPORATION, a California
corporation
Grantee. CITY OF REDLANDS, a municipal corporation
The property described in the accompanying document is located in the City of Redlands,
County of San Bernardino
The amount of tax due on the accompanying document is $ , computed on
(Signature of Grantor or Agent) REDLANDS COMMUNITY INVESTMENT
CORPORATION, a California corporation
By.
Name Donald J Berry, Jr
Title Vice President
Note After the permanent record is made, this form will be affixed to the conveying document
and returned with it
EXHIBIT "B"
NON -FOREIGN AFFIDAVIT
STATE OF )
) ss
County of )
The undersigned, as authonzed agent of REDLANDS COMMUNITY INVESTMENT
CORPORATION, a California corporation ("Transferor"), after being duly sworn upon his
oath deposes and says that
Section 1445 of the Internal Revenue Code provides that a transferee of a U S real property
interest must withhold tax if the transferor is a foreign person To inform CITY OF
REDLANDS, a municipal corporation, ("Transferee"), that withholding of tax is not
required upon the disposition of Transferor's interest in a U S real property mterest, the
undersigned hereby certifies the following
1 Transferor is not a non-resident alien, foreign corporation, foreign partnership, foreign
trust, foreign estate, or other foreign person within the meaning of _§ 1445 and § 7701
of the Internal Revenue Code and the treasury regulations promulgated thereunder,
2 Transferor is not a disregarded entity as defined m Treas Reg § 1 1445-2(b)(2)(m),
3 Transferor's U S taxpayer identification number is
4 Transferor's business address is
Transferor understands that this certification may be disclosed to the Internal Revenue Service
by Transferee and that any false statement contained in this Agreement could be punished by
fine, imprisonment, or both
Under penalties of perjury Transferor declares that it has examined this certification and to
the best of its knowledge and belief this certification is true, correct, and complete The
undersigned agent declares that he has the authonty to sign this document on behalf of
Transferor
TRANSFEROR
REDLANDS COMMUNITY
INVESTMENT CORPORATION, a
California corporation,
By
Name Donald J Berry, Jr
Title Vice President
A notary public or other officer completing this
certificate verified only the identity of the
mdividual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document
STATE OF CALIFORNIA
ss
COUNTY OF
On , 2021, before me,
, Notary Public, 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(ies) 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
Notary Public
In and For Said County and State
EXHIBIT "C"
Leases at the Property
Suite # Tenant
Branch Citibank, N A
Mezzanine M-230 Enterprise Funding Corporation
Mezzanine A Vacant
Mezzanine B Kelley Kuss
Mezzanine C Conference Room
Mezzanine D MP Wealth Management Group LLC
100 The Cupcake & Espresso Bar
101 Vacant
102 Vacant
Conference 2A Conference Room
Conference 2B Conference Room
200 Horspool & Horspool
201 Mark Venckeleer
202 Dennis Grimes Orange Tree Tax
203 Paramount Residential Mortgage Group, Inc
204 Thomas Klein
205 Monarch Management
206 Dennis Grimes, Oragne Tree Tax
207 Carprivate Bank
208 Joy Neff
209 Rockview Dairies, Inc
210 Cherry Creek Mortgage
211 Cornerstone Christian Wealth Management
212 Cornerstone Christian Wealth Management
213 Vacant
214 Vacant
215 Guaranteed Rate
216 Harr Travel, Inc
217 Stefan Bund
218 Fred Woolley / Financial West Group
219 Rocketseed (USA), Inc
220 Arrowhead Conference & Events Inc
300 Brown White & Osborn LLP
320 Fidelity National Title Company
340 OSD Realty Company, Inc
350 Adrian -Gans Architects
360A Oakridge Design & Development Inc
360B Flagstar Bank FSB
360C McNaughton Architects Inc
360D McNaughton Architects Inc
360E Oswald() Gutierrez
360F Oakridge Design & Development Inc
360G Vacant
400 UBS Financial Services Inc
440 Shimoff Law Corporation
445 Vacant
450 Reynolds Law, LLP
460 Atlas Crown Financial Inc
470 United Capital
480 Citrus Heights Properties / Oscar Cervantes
438 RPM Insurance Services
Commencement Expiration
03/01/16 02/28/26
02/01/17 01/31/23
09/01/20
01/00/00
06/01/21
12/01/20
11/03/14
01/01/17
11/01/20
03/01/21
01/01/17
12/10/16
11/01/20
02/01/18
07/01/19
06/01/18
03/01/18
01 /01 /19
01/05/21
03/01/21
08/02/18
07/01/20
03/01/17
11/15/20
01/15/19
09/04/17
11/09/12
05/01/13
03/01/18
09/14/18
06/14/19
10/01/18
09/01/18
09/01/18
09/16/18
Vacant
01/01/03
11/01/20
04/01/15
08/01/21
07/16/18
01/01/17
01/01/17
08/31/21
01/00/00
05/31/22
11/30/30
10/31/24
01/31/22
10/31/21
02/28/22
01/31/22
11/30/21
10/31/21
01/31/22
06/30/21
05/31/22
02/28/22
12/31/22
12/31/22
02/28/22
07/31/22
06/30/21
02/28/23
01/15/22
01/14/22
09/03/24
11/30/21
04/30/24
06/30/22
08/31/23
06/13/22
09/30/23
09/30/23
08/31/22
08/31/23
Vacant
05/31/23
04/01/26
03/31/23
07/31/24
08/31/21
12/31/23
12/31/21
Suite #
500
501
502
504
520
530
600
610
620
690
Roof
Roof
Roof
Roof
EXHIBIT "C"
Leases at the Property
Tenant
Retirement Wealth Group
Fitzgerald & Associates
DLD Partners
Ensen Mason / Western Accounting
Eric Anderson Law Ltd
Stout Payne and Waner (National Planning)
Betty Auton-Beck
Leadership Dimensions Inc
Price Law Firm, APC
Raynes Erickson LLP
Sprint Corporation (3% Increase w/Sept Rent)
T-Mobile USA Inc (3% Increase w/Aug Rent)
Verizon Wireless - (3% Increase w/March Rent)
AT&T (Rent remains the same thru 06/30/23)
Commencement
09/15/17
02/01/15
02/01/19
08/01/18
08/04/17
08/04/17
02/01/14
01/01/18
07/05/17
06/06/14
09/24/03
08/20/03
03/26/04
07/01/03
Expiration
09/14/27
07/31/25
01/31/27
07/31/28
07/31/22
07/31/24
01/31/23
12/31/22
08/31/23
05/31/24
09/23/28
08/19/23
03/31/24
06/30/38
EXHIBIT "D"
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SERVICE
CONTRACTS (this "Assignment"), is made as of September , 2021, between Redlands
Commumty Investment Corporation, a California corporation ("Assignor") and the City of
Redlands, a municipal corporation ("Assignee")
RECITALS
A Assignor and Assignee have entered into that Purchase and Sale Agreement
and Joint Escrow Instructions ("Purchase Agreement") dated as of June , 2021
("Purchase Agreement"), for the purchase and sale of certain real property located in the
City of Redlands, California with APN 0171-132-16-0000 (the "Property"), as more
particularly described in the Purchase Agreement.
B ConcurrentIy herewith, pursuant to the Purchase Agreement, Assignor is
transferring and conveying to Assignee all of Assignor's right, title and interest in and to
the Property
C Assignor desires to assign to Assignee, and Assignee desires to take
assignment of and assume the Leases and Service Contracts (defined below)
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION,
receipt of which are acknowledged
1 Assignor hereby assigns and transfers to Assignee all nght, title and interest
of Assignor in, to and under the leases listed on Schedule 1 to this Assignment (the
"Leases")
2 Assignor hereby assigns and transfers to Assignee all of Assignor's right,
title and interest in and to those service contracts listed on Schedule 2, attached hereto and
incorporated by reference (the "Service Contracts")
3 Assignee accepts the foregoing assignment and assumes and shall pay,
perform and discharge, as and when due, all of the agreements and obligations of Assignor
under the Leases and the Contracts arising from and after the date hereof and agrees to be
bound by all of the terms and conditions of the Leases and the Contracts, excluding any
and all obligations to pay leasing comrnissions and finder's fees entered into by Assignor
prior to the date hereof and which are due or payable after the date hereof with respect to
the current term of the Leases, any extension thereof, or the purchase or lease of all or any
portion of the Property ("Leasing Commission"), and including claims made with respect
to the tenants' security deposit to the extent paid, credited or assigned to Assignee by
Assignor
4 Assignor agrees to indemnify, defend and hold Assignee, its members,
officers and employees, harmless from any liabilities arising under the Leases and
Contracts prior to and mcludmg the date of this Assignment Assignee hereby agrees to
indemnify, defend and hold Assignor, its members, officers and employees, harmless from
any liabilities ansmg under the Leases and Contracts from and after the date hereof
5 The provisions of this Assignment shall be binding upon, and shall inure to
the benefit of the successors and assigns of Assignor and Assignee, respectively
6 In the event of any action or proceeding between Assignor and Assignee to
enforce any provision of this Assignment, the losing party shall pay to the prevailing party
all costs and expenses, including, without limitation, reasonable attorneys' fees and
expenses, incurred m such action and in any appeal in connection therewith by such
prevailing party The "prevailing party" will be determined by the court before whom the
action was brought based upon an assessment of which party's major arguments or
positions taken in the suit or proceeding could fairly be said to have prevailed over the
other party's major arguments or positions on major disputed issues in the court's decision
7 This -Assignment may be executed in one or more counterparts, all of which
when taken together shall constitute one and the same instrument
8 In order to expedite the transaction contemplated herein, telecopied
signatures may be used in place of original signatures on this Assignment Assignor and
Assignee intend to be bound by the signatures on the telecopied document, are aware that
the other party will rely on the telecopied signatures, and hereby waive any defenses to the
enforcement of the terms of this Assignment based on the form of signature
9 This Assignment shall be binding upon and inure to the benefit of Assignor
and Assignee and their respective heirs, executors, administrators, successors and assigns
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the date first set forth above
(Signatures on following page)
ASSIGNOR
REDLANDS COMMUNITY
INVESTMENT CORPORATION
a California corporation
By
Name Donald J Berry, Jr
Title. Vice President
ASSIGNEE
CITY OF REDLANDS
By
Paul T Barich, Mayor
SCHEDULE 1 TO FORM OF ASSIGNMENT AND ASSUMPTION OF
LEASES AND SERVICE CONTRACTS
Leases
Unit
Tenant
Rent Per Month
Security Deposit
1
2
SCHEDULE 2 TO FORM OF ASSIGNMENT AND ASSUMPTION OF
LEASES AND SERVICE CONTRACTS
Service Contracts
Contractor
Amount
Service Provided
Agreement Type
I.
2
3