Loading...
HomeMy WebLinkAboutContracts & Agreements_145-2018PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS DATED JULY 17, 2018 BY AND BETWEEN THE CITY OF REDLANDS SUCCESSOR AGENCY, a political subdivision of the State of California, AS SELLER AND MARK GARDNER AS BUYER TABLE OF CONTENTS 1 PURCHASE AND SALE 2 PURCHASE PRICE 21 Deposits 2 2 Deposit of Balance of Purchase Price 3 ESCROW Page 2 2 2 2 3 3 1 Opening of Escrow 3 3 2 Escrow Instructions.. , 3 3 3 Termination/Cancellation 3 4 ACTIONS PENDING CLOSING .,... 3 4 1 Due Diligence . 3 4 2 Title . 4 5. DESCRIPTION OF PROPERTY 5 5 1 The Property 5 6 CONDITIONS TO CLOSING 5 6 1 Buyer's Closing Conditions 6 6.2 Seller's Closing Conditions 7 6 3 Department of Finance Approval . . 7 7 CLOSING ... .... 7 7 1 Closing Date .. ...... ..,.. 7 7 2 Deliveries by Seller 7 7 3 Deliveries by Buyer .... 8 7 4 Actions by Escrow Agent 8 7 5 Prorations/Apportionment 9 7 6 Closing Costs ..,. . . 9 7.7 Closing Statement 10 7 8 Deliveries Outside of Escrow 10 8 SELLER'S REPRESENTATIONS AND WARRANTIES . 10 8 1 Due Organization . 10 8 2 Seller's Authonty; Validity of Agreements 10 8 3 No Third -Party Rights 40 ...... 11 8 4 Litigation . . 11 8 5 No Violations of Environmental Laws .... 11 8 6 No Other Commitments 11 8 7 Actual Knowledge .... 12 8 8 Survival 12 9 BUYER'S REPRESENTATIONS AND WARRANTIES 12 9 1 Buyer's Authority; Validity of Agreements ................. 12 9 2 Survival . . 12 10 AS -IS 13 11 RISK OF LOSS 13 11 1 Condemnation .,13 11 2 Casualty . 13 12 REMEDIES. . ..14 12 1 Default by Seller .. .... 14 12 2 Default by Buyer.. .14 13 BROKERS . . .. 15 14 MISCELLANEOUS PROVISIONS 16 14 1 Entire Agreement 16 14 2 Modification, Waiver.. 16 14 3 Notices 16 14 4 Expenses 17 14 5 Severabihty 17 14 6 Successors and Assigns 17 14 7 Counterparts 18 14 8 Governing Law, Jurisdiction .. ... 18 14 9 Headings .. 18 1410 Tune of Essence 18 14 11 Further Assurances 18 1412 Construction 18 14 13 Attorneys' Fees 18 14 14 Business Days ..... . . . 19 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 17th day of July, 2018 ("Effective Date"), by and between the City of Redlands Successor Agency to the former Redlands Redevelopment Agency, a political subdivision of the State of Cahfornia ("Seller"), and Mark Gardner, an mdrvidual ("Buyer"), for the purpose of setting forth their agreement and to provide instructions to Escrow Agent with respect to the transaction contemplated by this Agreement Seller and Buyer are sometimes individually referred to herein as a "Patty" and, together, as the "Parties " RECITALS WHEREAS, pursuant to AB xl 26 (the "Dissolution Law") enacted in June, 2011 (as amended), the Redevelopments Agency of the City of Redlands (the "Former Agency") was dissolved, and the City of Redlands, acting m a separate limited capacity, elected to serve as the Successor Agency to the former Redevelopment Agency of the City of Redlands (the "Successor Agency"), and WHEREAS, pursuant to Health and Safety Code section 34173(g), as added by the Dissolution Law, the Successor Agency is a separate legal entity from the City of Redlands, and WHEREAS, the Successor Agency is charged with paymg the enforceable obhgations, disposing of the properties and other assets, and unwinding the affairs of the Former Agency; and WHEREAS, the Successor Agency has adopted a Long Range Property Management Plan for the disposition of the Former Agency -owned properties, mcludmg the property that is the subject of this Agreement, and WHEREAS, the Successor Agency has submitted this Agreement to the Oversight Board, formed pursuant to Health and Safety Code section 34179, and WHEREAS, pursuant to Health and Safety Code section 34181, the Oversight Board, by resolution, conducted a public hearing on, and thereafter approved, the Successor Agency's disposition of the property that is the subject of this Agreement, and WHEREAS, the Successor Agency, as Seller, is the owner of that certain real property that is the subject of this Agreement and which is located at E Cypress Avenue and the I-10 Freeway in the City of Redlands, San Bernardino County ("County"), State of California, known as County assessor's parcel number 0173-191-16, and more particularly described rn Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference ("Property"), and WHEREAS, Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, upon and subject to the terms and conditions set forth m this Agreement, NOW, THEREFORE, m consideration of the mutual promises contained m this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows I 1caldlm\Agreements\Mnrk Gardner Purchase Sale A.gmt-Cypress Property.docx AGREEMENT 1 PURCHASE AND SALE Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase and acquire from Seller, the Property on all of the terms and conditions of this Agreement 2 PURCHASE PRICE The purchase price for the Property ("Purchase Price") shall be Seventy Thousand Dollars ($70,000) The Purchase Price shall be payable as follows 2 1 Deposit On or before 5,00p m , July 27, 2018, Buyer shall deposit into "Escrow" (as defined below) the sum of Five Thousand Dollars ($5,000) (which amount, together with any and all interest earned thereon, shall be referred to in this Agreement as the "Deposit") The Deposit shall be fully refundable through the Due Diligence Termination Date, as defined in Section 4 1 3 From and after the Due Diligence Termination Date, provided Buyer does not elect to terminate this Agreement as permitted pursuant to the terms of Section 4 1 3, the Deposit shall become non-refundable, except as specifically provided otherwise m this Agreement, and shall be credited against the Purchase Price at Closing 2 1 1 Refund of Deposit If Buyer delivers its Due Diligence Approval Notice (as defined below), but subsequently elects to terminate this Agreement due to (a) a Seller Default, (as defined in Section 12 1) hereunder, (b) a failure of a Buyer's Condition to Closing, or (c) the occurrence of any other event which by the terms of tits Agreement gives nse to Buyer's right to terminate this Agreement and receive a refund of the Deposit, then, subject to the teams of Section 12 1, (i) the Deposit shall immediately be returned by Escrow Agent to Buyer, or to the extent previously released to Seller, refunded to Buyer by Seller, (u) this Agreement and the Escrow shall terin mate, and (in) the Parties shall have no further obligation to one another with respect to this Agreement, except with respect to such provisions which by their terms survive the termination of this Agreement 2 1 2 Interest The Deposit and any other cash held by Escrow Agent for the benefit of Buyer shall be held in a federally insured interest bearing account, and the interest shall accrue to Buyer's benefit 2.1 3 Independent Consideration Notwithstanding the terms of Section 2 1 1, a portion of the Deposit in the amount of One Hundred Dollars ($100 00) (the "Independent Consideration") shall be non-refundable to Buyer as independent consideration for the rights extended to Buyer under this Agreement, including the right to conduct the Due Diligence and temunate this Agreement as provided m this Agreement If Buyer elects to terminate this Agreement for any reason other than Seller's Default (as defined in Section 4 1 3), Seller shall retain the Independent Consideration The Independent Consideration shall be applicable towards the Purchase Pnce 2 2 Deposit of Balance of Purchase Price Buyer shall, at least one (1) business day pnor to Closing (as defined in Section 7.1), deposit into Escrow in the form of wire transfer, cash or a certified or bank cashier's check for immediately available funds, the amount of the Purchase 2 L•1ca 4jm\Agrcernental lark Gardner Purchase Sale Agent -Cypress i'znperty.docx Price less the Deposit, plus Buyer's closing costs and Buyer's share of any proration to be made in accordance with this Agreement 3 ESCROW. 3 1 Opening of Escrow Buyer and Seller shall cause an escrow ("Escrow") to be opened within ten (10) days of the Effective Date of this Agreement with Fidelity National Title located at 300 East State Street, Suite 320, Redlands, California, 92373, Attention. Kelly Foster ("Escrow Agent"), by delivery to Escrow Agent of a fully executed copy of this Agreement. Escrow Agent shall promptly deliver to Buyer and Seller written confirmation of the date of the "Opemng 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 writing of such receipt 3 2 Escrow Instructions This Agreement shall constitute escrow instructions to Escrow Agent as well as the agreement of the Parties. If any other printed escrow instructions are requested of the Parties and the terms thereof conflict or are mconsistent 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 dehver, pursuant to the terms of this Agreement, the documents and funds to be deposited into Escrow as provided this Agreement 3 3 Termration/Cancellation Upon any termination or cancellation (the terms being used interchangeably in this Agreement) by either of the Parties as expressly allowed under this Agreement (including, without limitation, any deemed termination or cancellation), (a) the Deposit shall be delivered to the Party that this Agreement specifies is entitled to the same, (b) all documents, instruments, and funds dehvered into Escrow shall be returned to the Party that delivered the same into Escrow, and (c) 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 termmation 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 4 ACTIONS PENDING CLOSING. 4 1 Buyer's Diligence Tests 4 1 1 At all reasonable times from the Effective Date of this Agreement to August 15, 2018 (or earlier termination of this Agreement), Buyer and its employees, agents, consultants, and contractors shall be entitled, at Buyer's sole cost and expense, to. (a) enter onto the Property to perform any inspections, investigations, studies, and tests of the Property (including, without limitation, physical, engineering, soils, geotechnical, and environmental tests) that Buyer deems reasonable, and (b) investigate such other matters pertaining to the Property as Buyer may desire Notwithstanding the foregomg, Buyer shall not conduct any invasive testing on the Property without the prior consent of Seller, which shall not be unreasonably withheld, delayed (specifically, Seller shall respond to Buyer's request to conduct such testing not more 3 i•rcaldjm\Agreements\Mark Gardner Purchase Sale Agmt-Cypress Property docx than twenty-four (24) hours after written notice by Buyer to Seller), or conditioned Any entry by Buyer onto the Property shall be subject to, and conducted in accordance with, all applicable laws 4 1 2 Buyer shall keep the Property free and clean of any mechanics' bens and indemnify, protect, defend, and hold Seller and Seller's elected and appointed officials officers, employees, and representatives (each an "Indemnified Party" and collectively, the "Indemnified Parties") harmless from and against any and all claims (including, without limitation, claims for mechanic's liens or materialman's hens), causes of action, demands, obligations, losses, damages, habihties, judgments, costs, and expenses (mcludmg, without limitation, reasonable attorneys' fees, charges, and disbursements) (collectively, "Claims") in connection with or arising out of any inspections of the Property carried on by or on behalf of Buyer pursuant to the terms of this Agreement, provided, however, that Buyer shall have no responsibihty or liability for (a) the negligence or willful misconduct of any Indemnified Party, (b) any adverse condition or defect on or affecting the Property not caused by Buyer or its employees, agents, consultants, or contractors but discovered or impacted during 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 defined)), and/or (c) the results or findings of any inspection 4 1 3 Upon completion of Buyer's inspections, Buyer 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 Buyer's entry under this Section 4 1 2 4 1 3 1 The provisions of this Section 4 1 shall survive the Closing or the earlier termination of this Agreement 4 1 4 Buyer's Termination Right Buyer shall have the nght at any time on or before 5.00 p m on August 20, 2018 (the "Due Diligence Termination Date"), to terminate this Agreement by delivering a written notice of such termination to Seller and Escrow Agent if Buyer determines, in its sole and absolute discretion, that the Property is not acceptable to Buyer for any reason Buyer shall indicate its satisfaction and/or waiver of the Due Diligence condition described in this Section 4.1 by delivering written notice of such satisfaction and/or waiver ("Due Diligence Approval Notice") to Seller and Escrow Agent on or prior to the Due Diligence Termination Date If Buyer fails to timely dehver a Due Diligence Approval Notice, then this Agreement and the Escrow shall be automatically deemed termmated If this Agreement is terminated in accordance with this Section, then the Deposit shall be immediately returned to Buyer and the Parties shall 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, 4 2 Title 4 2 1 Deliveries by Seller On or before 5 00 p m on the third (3rd) Business Days after the Opening of Escrow, Seller shall cause Fidelity National Title ("Title Insure), at its office located at 300 East State Street, Suite 320, Redlands, California, 92373, Attention Kelly Foster, to issue and deliver to Buyer, at Buyer's sole cost and expense, (a) a current commitment for an ALTA extended coverage Owner's Policy of Title Insurance for the Real Property (the "Title 4 i kaldimMAgreements\Mark Gardner Phase Sale Aft -Cypress Pwperly docx Report") and (b) legible copies of all documents referenced as exceptions in the Title Report (collectively with the Title Report, the "Title Documents") 4 2 2 Buyer's Review of Title Buyer shall have until the Due Diligence Termination Date to notify Seller m wnting of any objection that Buyer may have to any matters reported or shown in the Title Documents or any amendments or updates thereof (a `Buyer's Title Objection Letter") (provided, however, that if any such amendments or updates are received by Buyer after or within five (5) Busmess Days before the Due Diligence Termination Date, Buyer shall have five (5) Busmess Days following Buyer's receipt of such amendment or update and copies of all documents referenced in the Title Documents to notify Seller 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 Closmg Date shall automatically be extended as necessary to facilitate such notice period and any subsequent periods for Seller's response and Buyer'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 Buyer as provided above shall constitute "Permitted Exceptions " Seller shall cooperate, at no cost to Seller, with Buyer to eliminate matters objected to by Buyer, but, except as set forth in the last sentence of this Section 4 2 2, Seller shall have no obligation to cure or correct any matter objected to by Buyer On or before the fifth (5°i) Busmess Day following Seller's receipt of Buyer's Title Objection Letter, Seller may elect, by delivering written notice of such election to Buyer and Escrow Agent ("Seller's Response"), to cause Title Insurer to remove or msure over any matters objected to m Buyer's Title Objection Letter If Seller fails to deliver Seller's Response within the penod set forth above, it shall be deemed an election by Seller not to cause Title Insurer to so remove or msure over such objections If Seller elects or is deemed to have elected not to cause Title Insurer to so remove or insure, or if Buyer determines, in its sole discretion, that any proposed endorsement for or insurance over an objected matter is unsatisfactory, then Buyer must elect, by delivering written notice of such election to Seller and Escrow Agent on or before the earlier to occur of (a) the fifth (5th) Business Day following Buyer's receipt of Seller's Response or (b) if no Seller's Response is received by Buyer, the fifth (5th) Busmess Day following the date on which Seller shall have been deemed to have responded, as provided above, to (i) terminate this Agreement, in which case the Initial Deposit, to the extent previously deposited in Escrow, shall be immediately returned to Buyer, or (n) proceed with this transaction, rn which event those objected to exceptions or matters that Seller has not elected to cause Title Insurer to so remove or insure shall be deemed to be Permitted Exceptions If Buyer fails to make such election on a tunely basis, then Buyer shall be deemed to have elected to terminate this Agreement in accordance with the preceding clause (i) Notwithstanding anything else stated in this Agreement, m all events, regardless of whether Buyer has given notice of objection as stated above, Seller shall be obhgated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence as of the Agreement Date or incurred by Seller on or before the Closing Date (other than current taxes not yet due) and any additional encumbrances incurred by Seller after the Agreement Date in violation of any provision of this Agreement, and, except as may be otherwise specifically set forth in this Agreement, terminate all leases, possessory agreements, licenses, and operating agreements that affect the Property and Buyer need not object to any such matters Seller agrees not to cause or create any additional encumbrances or other matters affecting title to the Property to be incurred following the Effective Date of this Agreement that are not satisfied or otherwise removed on or before the Closing Date as contemplated above 5 Bea\djm1Agrccnaeats\Mark Gardner Purchase sale Agmt-Cypress Property.docx 5 DESCRIPTION OF PROPERTY 5 1 The Property As used in this Agreement, the term "Property" shall mean, collectively, all of Seller's right, title, and interest in and to (a) any buildings and related improvements on the Property (the "Improvements"), and (b) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertammg to or used m connection with the Property and/or any of the Improvements 6 CONDITIONS TO CLOSING 6.1 Buyer's Closing Conditions The obligation of Buyer 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 Seller at the Closing) (the `Buyer's Closing Conditions"), which conditions may be waived, or the time for satisfaction of such conditions extended, by Buyer only in a wntmg executed by Buyer 6 1 1 Title, Title Insurer shall be irrevocably and unconditionally prepared and coromitted to issue to Buyer (with an effective date not earlier than the Closing Date), a CLTA owner's policy of title insurance in favor of Buyer for the Property (a) showing fee title to the Property vested in Buyer, (b) with liability coverage in an amount equal to the Purchase Price, (c) with those endorsements reasonably requested by Buyer, and (d) containing no exceptions other than the Permitted Exceptions and the reservations and other matters referenced or described in the Grant Deed (the "Owner's Title Policy") 6 1 2 Seller's Due Performance. All of the representations and warranties of Seller set forth in Section 8 shall be true, correct, and complete in all matenal respects as of the Closing Date, and Seller, 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 Seller to be complied with or performed pursuant to the terms of this Agreement on or pnar to the Closing 6.1.3 Physical Condition of Property The physical condition of the Property shall be substantially the same on the Closing Date as on the Effective Date of this Agreement, except for reasonable wear and tear and any damages due to any act of Buyer or Buyer's representatives 6 1 4 Bankruptcy No action or proceeding shall have been commenced by or against Seller under the federal bankruptcy code or any state law for the rehef of debtors or for the enforcement of the rights of creditors, and no attachment, execution, hen, or levy shall have attached to or been issued with respect to Seller's interest in the Property or any portion thereof 6 1 5 Possession/Removal of Personal Property Upon the Close of Escrow, Seller shall deliver exclusive and vacant possession of the Property to Buyer Pnor to the Close of Escrow Seller shall have the right to remove any or all improvements and Seller's equipment, trade fixtures or other personal property Any such salvage and removal shall be performed pursuant to all required permits, in 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 Seller remaining on the Property after the Close of Escrow 6 L•lcaldjm\Agzee tents\Mark Gardner Purchase sale Agml-Cypress Property.docx shall be conclusively deemed abandoned by Seller (the "Abandoned Personal Property") Seller waives and relmquishes all rights, title, mterest and claims in any such Abandoned Personal Property and effective upon abandonment transfers, conveys and assigns all of its nght, title and mterest m such Abandoned Personal Property to Buyer for disposition as determined by Buyer in Buyer's sole and absolute discretion 6 2 Seller's Closing Conditions All of the representations and warranties of Buyer set forth m Section 9 shall be true, correct, and complete m all material respects as of the Closing Date, and Buyer, 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 Buyer to be complied with or performed pursuant to the terms of this Agreement on or prior to the Closing. 6 3 Department of Finance Approval. The State Department of Finance shall not have disapproved of the disposition of the Property as provided for pursuant to Health and Safety Code sections 34179 and 34181 7. CLOSING 7 1 Closing Date Subject to the provisions of this Agreement, the Closing shall take place on or before that date (the "Closing Date") which is one hundred eighty (180) days after the Opening of Escrow. As used m this Agreement, the "Closing" shall mean the recordation of the Grant Deed in the official records of the County 7 2 Dehvenes by Seller On or before the Closing Date, Seller, 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 appropnate acknowledged, and, if applicable, in proper form for recording 7 2 1 Grant Deed The Grant Deed conveying the Property to Buyer, 7 2 2 Non -Foreign Affidavit A Non -Foreign Affidavit in the form attached hereto as Exhibit "C" (the "Non -Foreign Affidavit"), 7 2 3 State Affidavit A Cahforma Franchise Tax Board Form 593-C (the "State Affidavit"), 7 2 4 Owner's Affidavit An owner's affidavit or seller's certificate duly executed by Seller in the form eustonianly required by title insurance companies in the county m which the Real Property is located, in connection with the issuance of title insurance, to remove standard exceptions for mechanics hens, the gap period from the latest title update of Buyer's title insurance cominiitnent and Parties in possession, 7 2 5 Proof of Authority Such proof of Seller'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 Seller to act for and bind Seller as may be reasonably required by Title Insurer or Escrow Agent, and 7 I•IcaldimlAgreements\Matk Gardner Purchase Sale Agmt-C)prers Property.docx 7 2 b Other Such other items, documents, and instruments as may be reasonably required by Buyer, 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 Seller at the Closing pursuant to this Agreement 7.3 Deliveries by Buyer On or before the Closing Date, Buyer, 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 Closmg Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form for recording. 7 3 1 Purchase Pnce Cash or other immediately available funds in an amount equal to the unpaid sum of the Purchase Price (less the Deposit) and all of Buyer's share of the Closing Costs (as defined below) and otherwise sufficient to close the transaction contemplated in this Agreement, 7 3 2 Proof of Authority Such proof of Buyer's authority and authorization to enter mto 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 Buyer to act for and bind Buyer as may be reasonably required by Title Insurer or Escrow Agent, and 7 3 3 Other. Such other items, documents, and instruments as may be reasonably required by Seller, 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 Buyer at the Closing pursuant to this Agreement 7 4 Actions by Escrow Agent. Provided that Escrow Agent shall not have received wntten notice from Buyer or Seller of the failure of any condition to the Closmg or of the termmation of the Escrow and this Agreement, when Buyer and Seller 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 m this Agreement below, take the following actions 7 4 1 Recordmg Cause the Grant Deed and any other documents customarily recorded and/or that the Parties may mutually direct to be recorded in the official records of the County and obtain conformed copies of such items for distribution to Buyer and Seller 7.4 2 Funds. Disburse all funds as follows 7 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 mcurred 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 i•Icaldjm\Agreements\Mark Gardner Purchase Sale Agmt-Cypress Pmperty.docx 7 4 2 2 Disburse to Seller an amount equal to the Purchase Pnce, less or plus the net debit or credit to Seller by reason of the proration and allocations of Closing Costs provided for in this Agreement; and 7 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 7 4 2 1 and 7 4 2 2 above have been completed 7 4 3 Delivery of Documents. Deliver (a) to Seller (i) one original 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 and the State Affidavit), (n) one copy of the Non -Foreign Affidavit and the State Affidavit, and (m) one conformed copy of each document recorded pursuant to the terms of this Agreement, and (b) to Buyer, (i) 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 (ii) 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 7.4.4 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 Buyer 7 5 Proration/Apportionment. 7 5 1 Method of Proration Taxes and assessments affecting the Property shall be prorated between Buyer and Seller as of the Closing Date based on a 360-day year All non - delinquent 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 Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the period 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 Seller shall have borne all real property taxes, mcludmg all supplemental taxes, allocable to the penod pnor to the Closing and Buyer 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 attributable to the Property and allocable to the period 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 Seller shall have borne all real property taxes, assessments and expenses allocable to the penod prior to the Closing and Buyer shall bear all real property taxes, assessments and expenses allocable to the period from and after the Closing 7 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 7 6 Closing Costs Each Party shall pay its own costs and expenses ansmg m connection with the Closing (including, without limitation, its own attorneys' and advisors' fees, 9 I.1cAdjmlAgteemtutsl dark Gardner Purchase Sale Agmt-Cypress Pmperty.docx charges, and disbursements), except the following costs (the "Closing Costs"), which shall be allocated between the Parties as follows 7 6.1 Escrow Agent's escrow fees and costs shall be shared equally by Buyer and Seller, 7 6 2 The cost of the Owner's Title Pohcy attributable to the standard coverage portion shall be paid by Seller, 7 6 3 The cost of the Owner's Title Policy attributable to the extended coverage portion shall be paid by Buyer, 7 6 4 The cost of any items required to be provided by Seller pursuant to Section 4 2 2, shall be paid by Seller, and the costs of any other endorsements to the Owner's Title Pohcy shall be paid by Buyer, 7 6 5 Seller shall pay the cost of any documentary transfer taxes in connection with the recording of the Grant Deed, 7 6 6 Seller shall pay all recording costs for recording the Grant Deed, and 7 6 7 All other closing fees and costs shall be charged to and paid by Buyer 7 7 Closing Statement Three (3) Business Days pnor to the Closing Date, Escrow Agent shall dehver to each of the Parties for their review and approval a preliminary closing statement (the "Prehminary Closing Statement") setting forth (a) the proration amounts allocable to each of the Parties pursuant to Section 7 5, and (b) the Closing Costs allocable to each of the Parties pursuant to Section 7.6. Based on each of the Party's comments, if any, regarding the Prehmmary Closing Statement, Escrow Agent shall revise the Preliminary Closmg Statement and deliver a final, signed version of a closing statement to each of the Parties at the Closing (the "Closing Statement") 7 8 Deliveries Outside of Escrow Upon the Closing, Seller shall deliver vacant, sole, and exclusive possession of the Property to Buyer. Effective immediately upon the Closing, any personal property remaining on the Property shall be deemed abandoned and may be removed and disposed of by Buyer at its sole cost and expense This Section 7 8 shall survive the Closmg 8, SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES Seller represents, and warrants to and agrees with Buyer, as of the Agreement Date and as of the Closing Date, as follows 8 1 Due Organization Seller is a municipal corporation duly formed under the laws of the State of Cahfornia 8 2 Seller's Authority, Vandity of Agreements Seller has full right, power, and authority to sell the Property to Buyer as provided m this Agreement and to carry out its obligations under this Agreement The individuals executing this Agreement and the instruments referenced 10 1•1caldjmlAgrmments\Mark Gardner Purchase Sale Agtni Cypress Pmperty.docx in this Agreement on behalf of Seller have the legal power, nght, and actual authonty to bmd Seller to the terms hereof and thereof This Agreement is, and all other instruments, documents and agreements to be executed, and delivered by Seller m connection with this Agreement shall be, duly authorized, executed, and delivered by Seller and the valid, binding, and enforceable obligations of Seller (except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and as of the Closmg Date will not result in any violation of, or confhct with, or constitute a default under, any provisions of any agreement of Seller or any mortgage, deed of trust, indenture, lease, security agreement, or other instrument, covenant, obhgatmon, or agreement to which Seller or the Property is subject, or any judgment, law, statute, ordinance, writ, decree, order, injunction, rule, ordinance, or governmental regulation or requirement affecting Seller or the Property 8 3 No Third -Party Rights Except as disclosed in the Title Report, Seller is not aware of any leases or occupancy agreements that grant third -Parties any possessory or rights to use all or any part of the Property 8,4 Litigation Seller is not aware of (a) any actions, investigations, suits, or proceedings pending or threatened that affect the Property, the ownership or operation thereof, or the abihty of Seller to perform its obligations under this Agreement, and (b) there are no judgments, orders, awards, or decrees currently in effect against Seller with respect to the ownership or operation of the Property that have not been fully discharged prior to the Agreement Date 8,5 No Violations of Environmental Laws To Seller's knowledge and except as disclosed in the Property Materials (a) 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"), (b) the Property has not been subject to a deposit of any Hazardous Substance, (c) neither Seller nor any third Party has used, generated, manufactured, stored, or disposed in, at, on, or under the Property any Hazardous Substance, and (d) there is not now m, on, or under the Property any underground or above ground storage tanks or surface impoundments, any asbestos containing matenals, or any polychlorinated biphenyls used in hydraulic oils, electrical transformers, or other equipment Seller hereby assigns to Buyer 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 Seller 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, matenals, substances, pollutants, and other matters regulated by Environmental Laws 8 6 No Other Commitments Except as may be disclosed m the Title Report, Seller has not made any commitment or representation to any governmental authonty, or any adjourning or surrounding property owner, that would m any way be bmding on Buyer or would mterfere with Buyer's ability to develop and improve the Property for residential, commercial, or retail purposes, and Seller shall not make any such commitment or representation that would affect all or any portion of the Property without Buyer's written consent 11 r \caldmmlAgre ments\Madc Gardner Purchase Sale Agmi-Cypress Property.docc 8.7 Actual Knowledge For purposes hereof, "Seller is not aware" or "to Seller's knowledge," or like terms shall mean the current actual knowledge of Chris Boatman, without implying any duty of investigation or inquiry In furtherance thereof, Seller hereby warrants and represents that Chris Boatman is the Seller's representative most knowledgeable regarding the Property 8 8 Survival All of the representations, warranties, and agreements of Seller 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 Closmg Date, and shall survive the delivery of the Grant Deed and the Closing for a period of one (1) year Prior to a termination of this Agreement, Seller shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of Seller's representations or warranties to become untrue If any representation or warranty of Seller was true as of the date of this Agreement, but is not true as of the Closing Date, then Seller shall disclose this changed fact to Buyer in writing So long as Seller makes the foregoing disclosure and the change of circumstances regarding the representation or warranty did not arise due to the fault of Seller, then Seller shall not be m breach of this Agreement due to the fact that the representation or warranty has become untrue as of the Closmg 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 Notwithstandmg the foregoing, if Buyer has actual knowledge of the incorrectness of any representation or warranty set forth in this Section 8 as of the Close of Escrow and Buyer has not elected to terminate this Agreement as provided in this Agreement, then Buyer will be deemed to have waived any claim against Seller for the incorrectness of such representation or warranty 9 BUYER'S REPRESENTATIONS AND WARRANTIES Buyer represents and warrants to Seller, as of the Agreement Date and as of the Closing Date, as follows 9 1 Buyer's Authonty, Validity of Agreements Buyer has full right, power, and authority to purchase and acquire the Property from Seller as provided in this Agreement and to carry out its obligations hereunder The mdividuals executing this Agreement and the instruments referenced m this Agreement on behalf of Buyer have the legal power, right, and actual authority to bind Buyer to the terms of this Agreement and such mstruments and documents This Agreement is, and all other instruments, documents, and agreements to be executed and delivered by Buyer in connection with this Agreement shall be, duly authorized, executed, and delivered by Buyer and the valid, binding, and enforceable obligations of Buyer (except as enforcement may be hmited 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 Buyer is a Party or to which Buyer is subject 9 2 Survival All of the representations, warranties, and agreements of Buyer set forth in this Agreement shall be true upon the Agreement Date, 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 one (1) year Prior to a termination of this Agreement, Buyer shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of Buyer's representations or warranties to become untrue 12 L•1caadjm\Agreements IMark Gardner Purchase Sale Agent -Cypress Properiy.docx 10 AS -IS THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS. (A) BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY, (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE DEED, AND/OR ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED BY SELLER AT CLOSING (THE "EXPRESS REPRESENTATIONS"), NEITHER SELLER NOR ANY OF ITS AGENTS, REPRESENTATIVES, ELECTED OFFICIALS, OFFICERS, 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 (C) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT (INCLUDING SECTION 8 6 AS IT RELATES TO THE IMPROVEMENTS), THE PROPERTY IS BEING SOLD TO BUYER IN ITS PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS REPRESENTATIONS AND THE TERMS OF THIS AGREEMENT, BUYER WILL BE AFFORDED THE OPPORTUNITY TO MAKE ANY AND ALL INSPECTIONS OF THE PROPERTY AND SUCH RELATED MA'1'1 ERS AS BUYER MAY REASONABLY DESIRE AND, ACCORDINGLY, SUBJECT TO THE EXPRESS REPRESENTATIONS, BUYER WILL RELY SOLELY ON ITS OWN DUE DILIGENCE AND INVESTIGATIONS IN PURCHASING THE PROPERTY IN CONNECTION WITH THE FOREGOING (EXCEPT AS TO SECTION 8 6 WITH RESPECT TO THE IMPROVEMENTS), BUYER EXPRESSLY AGREES TO WAIVE ANY AND ALL RIGHTS WHICH BUYER MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS "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 " 11 RISK OF LOSS 11 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), Seller shall immediately notify Buyer m writing of such fact In such event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given within ten (10) Busmess Days after receipt of such notice from Seller, m which event the Deposit shall be returned to Buyer Notwithstandmg the foregoing, Buyer's failure to provide written notice of Buyer's electron to terminate within such ten (10) Business Day period shall be deemed Buyer's election to terminate this Agreement Prior to any termination or deemed termination of this Agreement, Buyer shall have the right to participate rn any proceedings and negotiations with respect to the taking and any transfer rn heu of taking (and Seller shall not consummate any transfer in lieu of taking without Buyer's prior wntten consent, which consent shall not be unreasonably withheld, conditioned or delayed) If Buyer waives the nght to terminate this Agreement and elects to proceed with the Closing, then (a) Seller, at, and as a condition precedent to Buyer's obhgation to proceed with, the Closing, must (i) pay to Buyer (or direct Escrow Agent to credit Buyer against the Purchase Pnce for) the amount of all awards for the taking (and any 13 r•\ca\dlmlAgreesnents\Mark Gardner Purchase Sale Agmt-Cyiness Piaperty.docx consideration for any transfer m lieu of taking) actually received by Seller, and (ii) assign to Buyer by written instrument reasonably satisfactory to Buyer all rights or claims to any future awards for the taking (and any consideration for any transfer m lieu of taking), and (b) the Parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement. 11 2 Casualty Prior to the Closing and notwithstanding the pendency of this Agreement, the entire nsk of loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, sinkhole, contanunation by hazardous matenals or other casualty shall be borne and assumed by Seller if, prior to the Closing, any portion of the Property is damaged as a result of any earthquake, humcane, tornado, flood, sinkhole, landshde, fire, cont'rntnation by hazardous materials or other casualty, Seller shall immediately notify Buyer in writing of such fact In such event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given within ten (10) Business Days after receipt of any such notice from Seller, in which event the Deposit shall be returned to Buyer Notwithstanding the foregomg, Buyer's failure to provide written notice of Buyer's election to terminate within such ten (10) Busmess Day period shall be deemed Buyer's election to terminate this Agreement Prior to any termination or deemed termination of this Agreement, Buyer shall have the right to participate m any adjustment of the insurance claim If Buyer waives the nght to terminate this Agreement and elects to proceed with the Closing, then (a) Seller, at, and as a condition precedent to Buyer's obligation to proceed with, the Closing, must either. (i) pay to Buyer (or direct Escrow Agent to credit Buyer against the Purchase Price for) the amount of any insurance proceeds actually received by Seller plus the amount of any deductible under Seller's insurance, or (n) if no insurance proceeds have been received by Seller, assign to Buyer by wntten instrument reasonably satisfactory to Buyer all rights or claims to the insurance proceeds and credit Buyer against the Purchase Price for any deductible payable under Seller's insurance policy, and (b) the Parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement 12 REMEDIES 12 1 Default by Seller If Seller shall breach any of the terms or provisions of this Agreement or otherwise fail to perform any of Seller's obligations under this Agreement at or pnor to Closing, and if such failure continues without cure by Seller for five (5) Business Days after Buyer provides Seller and Escrow Agent with written notice thereof (a "Seller Default"), and provided Buyer is not then in default, then Buyer may, as Buyer's sole remedies for such failure, but without limiting Buyer's nght to recover attorneys' fees pursuant to Section 1413 below (a) waive the effect of such matter and proceed to consummate this transaction, (b) cancel this Agreement and receive a full refund of the Deposit and recover from Seller the reasonable out-of- pocket expenses incurred by Buyer related to the Property and this transaction, which amounts shall be payable by Seller to Buyer within five (5) Business Days following receipt by Seller of wntten request therefor from Buyer together with copies of invoices evidencing such expenses, or (c) proceed with any remedies available to Buyer at law or in equity, which may, without hmitation, include the bringing of an action against Seller for specific performance and/or recovery of the Deposit and any other damages suffered or incurred by Buyer as a result of any breach or failure by Seller to perform any of Seller's obligations under this Agreement 14 i-kaldjmlAgeem®ts\Mark Gardav Purchase SAle Atet-Cypress Ptoperty.docx 12 2 Default by Buyer IF BUYER SHALL BREACH ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR OTHERWISE FAIL TO PERFORM ANY OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT AND IF SUCH FAILURE CONTINUES WITHOUT CURE BY BUYER FOR FIVE (5) BUSINESS DAYS AFTER SELLER PROVIDES BUYER AND ESCROW AGENT WITH WRITTEN NOTICE THEREOF, AND PROVIDED SELLER IS NOT THEN IN DEFAULT, THEN SELLER MAY WAIVE SUCH BREACH AND PROCEED TO CONSUMMATE THIS TRANSACTION IN ACCORDANCE WITH THE TERMS HEREOF, OR SELLER MAY, AS ITS EXCLUSIVE REMEDY (BUT WITHOUT LIMITING SELLER'S RIGHT TO RECOVER ATTORNEYS' FEES PURSUANT TO SECTION 14 13 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 PENALTY BUYER AND SELLER 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 SELLER IF BUYER 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, BUYER AND SELLER. AGREE THAT IF BUYER BREACHES ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE DEFAULTS HEREUNDER, SELLER 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 SELLER PURSUANT TO CALIFORNIA CIVIL CODE S F CTIONS 1671, 1676 AND 1677 13 Seller' BRO RS. Buyer and Seller hereby represents and warrants to and agrees with each other that It has not had, and shall not have, any dealmgs with any third Party to whom the payment of any commission shall or may become due or payable in connection with the same. Seller shall indemnify, defend, protect, and hold Buyer harmless for, from, and against any and all Claims mcurred by Buyer by reason of any breach or inaccuracy of the representation, warranty, and agreement of Seller contained m this Section Buyer shall indemnify, defend, protect, and hold Seller harmless from and against any and all Claims mcurred by Seller by reason of any breach or inaccuracy of the representation, warranty, and agreement of Buyer contained m this Section The provisions of this Section shall survive the Closing or earlier termination of this Agreement 15 LScardlmlAgreements\Mark Gardner Purchase Sale,Agmt-Cypmss Pmperty.docu 14 MISCELLANEOUS PROVISIONS 14 1 Entire Agreement This Agreement, including the exhibits attached hereto, constitutes the entire agreement between Buyer and Seller pertaining to the subject matter hereof and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations, and discussions, whether oral or wntten, of the Parties, and there are no warranties, representations, or other agreements, express or implied, made to either Party by the other Party m connection with the subject matter hereof except as specifically set forth in this Agreement or m the documents delivered pursuant hereto or in connection herewith 14 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 14 3 Notices All notices, consents, requests, reports, demands or other communications hereunder (collectively, "Notices") shall be in writing and may be given personally, by registered or certified mail, by facsimile transmission, electronic mail, by courier, or by Federal Express (or other reputable overnight delivery service) for overnight delivery, as follows To Buyer With A Copy To To Seller. Mark Gardner 30620 Palo Alto Dr Redlands, California 92373 Attention Mark Gardner Telephone 909-557-0258 Email markegardner@me com City of Redlands Successor Agency P O Box 3005 Redlands, California 92373 Attention City Clerk Telephone (909) 798-7531 Email jdonaldson@cityofredlands org With a Copy To City Attorney City of Redlands Attention Daniel J McHugh Telephone' (909) 798-7595 Email drachugh@cityofredlands org 16 Plea\djm\Ageeements\Mark Gardner Purchase Sale Amt-Cypress Pmgerty,docx To Escrow Agent Attention: Telephone Email. 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 m the United States Postal Service (postage prepaid) or, upon receipt, if sent by overnight delivery service, courier, 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 mobility 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 14,3 14.4 Expenses Subject to the provision for payment of the Closing Costs in accordance with the terms of Section 7 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 m connection with this Agreement shall be borne by such Party 14 5 Severabihty 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 remaining provisions hereof or the validity or enforceability of any such provision in any other situation or m any other jurisdiction 14 6 Successors and Assigns Neither Seller nor Buyer shall assign its nghts under this Agreement without the consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party shall have the right, without the consent of the other, to assign its nghts under this Agreement to an affiliate entity directly or indirectly controlling, controlled by or under common control with the assigmng Party or an entity in which such assignmg Party or such an affiliate directly or indirectly owns a financial and voting interest and directly or indirectly is responsible for day to day management of the entity provided such assignee assumes such Party's obligations hereunder pursuant to a written agreement, a copy of which shall be provided to the other Party by the assigning Party 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, habilities, and obligations under this Agreement shall inure to the benefit of, and be binding upon, their respective successors and assigns 17 i•lea\djm\AgreementslMark Gardner Purchase sale Agmt-Cypress Property.docx 14 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 electronic mail, shall be deemed an original, but all such counterparts shall constitute one and the same instrument 14 8 Governing Law, Jurisdiction This Agreement shall be governed by and construed under the laws of the State of Cahfornia 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 Bemardmo County in any action related to or arising under this Agreement 14 9 Headings The Section headings of this Agreement are for convemence of reference only and shall not be deemed to modify, explain, restrict, alter, or affect the meaning or interpretation of any provision hereof 14 10 Time of Essence Tirne shall be of the essence with respect to all matters contemplated by this Agreement 14 11 Further Assurances In addition to the actions recited m this Agreement and contemplated to be performed, executed, and/or delivered by Seller and Buyer, during the term of this Agreement and after the Closing, Seller and Buyer 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 Buyer is not in default under the terms of this Agreement, Seller will cooperate, as reasonably needed, and at no cost to Seller, in Buyer's due dihgence review process, which shall include but not be limited to Seller's consent to Buyer'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 Buyer 14 12 Construction As used in this Agreement, the masculme, 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 the Agreement to be written The Parties acknowledge that each has had a full and fair opportunity to review the Agreement and to have it reviewed by counsel 14 13 Attorneys' Fees If either Party bungs 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 ui 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 Party'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' 18 I•Icaldjm\ greementsWiark Gardner Purchase Sale Agmt-C)prees Property.docx 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 ma 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 14 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 that 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 that 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 The Parties have executed this Agreement as of the day and year first wntten above SELLER CITY OF REDLANDS SUCCESSOR AGENCY By BUYER AI !'EST. e Donaldson, City Clerk W Foster, Chairperson 19 I.1ca1djm\Agreements\Mark Gardner Purchase Sale Agmt-Cypress Property.docx LIST OF EXHIBITS EXHIBIT "A" LEGAL DESCRIPTION EDIT "B" GRANT DEED EXHIBIT "C" NON -FOREIGN AFFIDAVIT EXHIBIT "D" GENERAL ASSIGNMENT 20 Lrcald}m\Agreements\Mark Gardner Purchase Sale Agmt-Cypress Prope ty.docs APN. 0173-191-16 EXHIBIT "A" DESCRIPTION OF THE PROPERTY LEGAL DESCRIPTION 2ND PREL MAP OF REDLANDS PTN LOT 8 BLK 33 BEG AT THE MOST NELY COR OF LAND CONVEYED TO STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 5184 PAGE 238 SD PT BEING ALSO A PT IN SELY R/W LI CYPRESS AVE TH ALG SD SELY R/W LI N 56 DEG 19 MIN30 SECONDS E 183 FT TH S 31 DEG 26 MIN 32 SECONDS E 158 Fr TH S 53 DEG 33 MIN 37SECONDS W 180 FT TO NLY LI SD LAND CONVEYED TO STATE OF CALIF TH ALG SD NLY LI 37 DEG 48 MIN 48 SECONDS W (RECORDED N 38 DEG 06 MIN 18 SECONDS W) in FT TO ANGLE PT IN SD NLY LI TH CONT ALG SD NLY LI 09 DEG 15 MIN 21 SECONDS E 20 43 FT (RECORDED N 08 DEG 57 MIN 29 SECONDS E 20.44 FT) TO THE POB APN: 0173.191-16-0000 EXHIBIT "B" GRANT DEED RECORDING REQUESTED BY WHEN RECORDED MAIL TO Mark Gardner 30620 Palo Alto Dr Redlands, CA 92373 Attention. Mark Gardner APN Numbers 0173 191-16 (Space Above for Reeorder's Use) GRANT DEED 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, CITY OF REDLANDS SUCCESSOR AGENCY, a political subdivision of the State of California (the "Grantor"), hereby grants to Mark Gardner, the real property m 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: Mark Gardner 30620 Palo Alto Dr Redlands, CA 92373 Attention Mark Gardner IN WITNESS WHEREOF, the Grantor has executed this Grant Deed as of , 2018 GRANTOR CITY OF REDLANDS, a municipal corporation By Paul W Foster, Chairperson ATTEST: Jeanne Donaldson, City Clerk A notary public or other officer completing this certificate verified 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 ) ss COUNTY OF ) On , 2018, before me, , Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within mstrument 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 APN 0173-191-16 EXHIBIT "A" LEGAL DESCRIPTION LEGAL DESCRIPTION 2ND PREL MAP OF REDLANDS PTN LOT 8 BLK 33 BEG AT THE MOST NELY COR OF LAND CONVEYED TO STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 5184 PAGE 238 SD PT BEING ALSO A PT IN SELY R/W LI CYPRESS AVE TH ALG SD SELY RIW LI N 56 DEG 19 M1N30 SECONDS E 183 FT TH S 31 DEG 26 MIN 32 SECONDS E 158 FT TH S 53 DEG 33 MIN 37SECONDS W 180 FT TO NLY LI SD LAND CONVEYED TO STATE OF CALIF TH ALG SD NLY LI 37 DEG 48 MIN 48 SECONDS W (RECORDED N 38 DEG 06 MIN 18 SECONDS W) 152 FT TO ANGLE PT IN SD NLY LI TH CONT ALG SD NLY LI 09 DEG 15 MIN 21 SECONDS E 20.43 FT (RECORDED N 08 DEG 57 MIN 29 SECONDS E 20.44 FT) TO THE POB APN; 0173-191-16-0000 Document No Recorded ,2018 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 anginal document which names Grantor CITY OF REDLANDS SUCCESSOR AGENCY, a political subdivision of the State of California Grantee MARK GARDNER 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 the full value of the property conveyed. (Signature of Grantor or Agent) CITY OF REDLANDS SUCCESSOR AGENCY By Paul W Foster, Chairperson ATTEST: Jeanne Donaldson, City Clerk Note• After the permanent record is made, this form will be affixed to the conveying document and returned with it EXHIBIT "C" NON -FOREIGN AFFIDAVIT STATE OF ) ) ss County of The undersigned, as authorized agent of CITY OF REDLANDS SUCCESSOR AGENCY, a political subdivision of the State of California, ("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 trust withhold tax if the transferor is a foreign person To inform MARK GARDNER ("Transferee"), that withholding of tax is not required upon the disposition of Transferor's interest m a U S real property mterest, the undersigned hereby certifies the followmg 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 in Treas Reg § 1 1445-2(b)(2)(m), 3 Transferor's U S taxpayer identification number is 956000766 4 Transferor's busmess address is 35 Cajon Street, Redlands, CA 92373 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, unpnsonment, 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 authority to sign this document on behalf of Transferor TRANSFEROR: CITY OF REDLANDS SUCCESSOR AGENCY By Paul W Foster, Chairperson ATTEST: Jeanne Donaldson, City Clerk A notary public or other officer completing this certificate verified 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 SS COUNTY OF ) On , 2018, 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 m his/her/their authorized capacity(ies) and that by his/her/them signature(s) on the instrument the person(s), or the entity upon behalf of winch the person(s) acted, executed the instrument 1 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 "D" GENERAL ASSIGNMENT GENERAL ASSIGNMENT (this "Assignment") is executed as of the2.3 day of , j , 2018, by CITY OF REDLANDS, SUCCESSOR AGENCY, a political subdivision of the State of California ("Assignor"), to and for the benefit of MARK GARDNER ("Assignee") Contemporaneously with this Assignment, Assignee is acquinng from Assignor certain real property descnbed in Exhibit "A" attached to this Assignment (the "Land"), together with all of Assignor's right, title, and interest in and to (a) all improvements on the Land (the "Improvements"), and (c) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in, connection with the Land and/or any of the Improvements, including, without limitation, all (i) development rights and credits, air rights, water, water nghts, and water stock relating to the Land, (u) strips and gores, streets, alleys, easements, nghts-of-way, public ways, or other rights appurtenant, adjacent, or connected to the Land, and (iii) minerals, oil, gas, and other hydrocarbon substances m, under, or that may be produced from the Land (collectively, the "Real Property"), In connection with the foregoing acquisition, Assignor desires to transfer and assign to Assignee all of Assignor's right, title, and interest m and to certain items and nghts applicable or relating thereto, all as provided in this Assignment. Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby grants, sells, transfers, and assigns unto Assignee all of Assignor's right, title, and Interest in and to that certain intangible property owned by Assignor or used by Assignor in connection with all or any portion of the Real Property, mcluding, without hmitation, all of Assignor's nght, title, and interest, if any, in and to (a) all plats, improvement plans, drawings and specifications (including, without limitation, CAD files), and development rights and credits relating to the Real Property, (b) all books, records, reports, test results, environmental assessments, if any, as -built plans, specifications, and other similar documents and materials relating to the use, operation, maintenance, repair, construction, or fabrication of all or any portion of the Real Property, excluding therefrom any books, records, documents and other instruments relating solely to the ordinary course of the agricultural and family use of the Real Property; (c) all transferable architectural, site, landscaping or other permits, apphcations, approvals, authorizations, and other entitlements affecting any portion of the Real Property, (d) all credits (including, without limitation, water meter fee credits), reimbursements and refunds of any fees and/or deposits paid in connection with the Real Property, and (e) all transferable guarantees, warranties, claims and causes of action relatmg to all or any portion of the Real Property, and Assignor agrees not to release, waive, or alter the liability of any persons providing such guarantees, warranties, claims or eauses of action from and after the date of this Assignment This Assignment is binding upon the successors and assigns of Assignor and will inure to the benefit of the successors and assigns of Assignee Assignor hereby covenants that it will, at any time and from tune to time upon written request therefor, execute and deliver to Assignee, and its successors and assigns, any new or confirmatory mstruments and take such further acts as Assignee may reasonably request to evidence the assignment contained m this Agreement. This Assignment shall be governed by and interpreted under the laws of the State of California, without regards to its principles of conflict of laws ASSIGNOR: CITY OF REDLANDS SUCCESSOR AGENCY By. Paul W Foster, Chairperson ATTEST Jeanne Donaldson, City Clerk APN• 0173-191-16 EXHIBIT "A" TO GENERAL ASSIGNMENT LEGAL DESCRIPTION LEGAL DESCRIPTION 2ND PREL MAP OF REDLANDS PTN LOT 8 BLK 33 BEG AT THE MOST NELY COR OF LAND CONVEYED TO STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 5184 PAGE 238 SD PT BEING ALSO A PT IN SELY R/W LI CYPRESS AVE TH ALG SD SELY R/W LI N 56 DEG 19 MIN30 SECONDS E 183 FT TH S 31 DEG 26 MIN 32 SECONDS E 158 FT TH S 53 DEG 33 MIN 37SECONDS w 180 FT TO NLY LI SD LAND CONVEYED TO STATE OF CALIF TH ALG SD NLY LI 37 DEG 48 MIN 48 SECONDS W (RECORDED N 38 DEG 06 MIN 18 SECONDS W) 152 FT TO ANGLE PT IN SD NLY LI TH CONT ALG SD NLY LI 09 DEG 15 MIN 21 SECONDS E 20.43 FT (RECORDED N 08 DEG 57 MIN 29 SECONDS E 20.44 FT) TO '1 H�: FOB APN• 0173-191-16.0000 RECORDING REQUESTED BY� Fidelity National Title Company Escrow No 00075791-003-TH5 Title No 00075791 WHEN RECORDED MAII. DOCUMENT AND TAX STATEMENT TO Mark E Gardner 30920 Palo Alb Drive Redlands, CA 92373 Elecfionicaily Recorded in Official Records County of San Bernardino BOB DUTTON ASSESSOR RECORDER CLERK 696 Fidelity National Title Co i Doc# 2018-0382911 1111 II 111111111111 i 1011812018 12:58 PM CAD Titles i Pages 3 Fees 3D 00 Taxes 77 00 CA SBZ Fee 00 Others 00 Paid 207 00 APN 0173-191-16-0-000 SPACE ABOVE THIS LINE FOR RECORDERS USE The undersigned declarers exemption under the following Exempt from sea perGC 2738E 1 {a) (2). recorded in connection with a transfer subject to the Imposition of documentary transfer tax GRANT DEED THE UNDERSIGNED GRANTOR(s) DECLARE(s) DOCUMENTARY TRANSFER TAX is $ 77.00 CITY TAX S[ 0.00) x computed on full value of Interest or property conveyed, or [C]] computed on full value of items or encumbrances remaining at time of site, [I7j Unincorporated area j City of Redlands FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, , and City of Redlands Successor Agency to the Redevelopment Agency of the City of Redlands, a public body, corporate end politic hereby GRANT(s) to Mark E Gardner, a Married Man as his Sole and Separate Property the following real property In the County of San Bernardino, State of California SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF Dated September 17, 2019 City of Redlands Successor Agency to the Redevelopment Agency of the City of Redlands a public body, carpo : : . nd politic, by. Paul W., . r " ,• erson ✓.' <tyantee Donaldson, Secretary r,R • .ti Grant tiee r;.r "r. `Y ", GDSR(130,ftev r ai; a f lr ' Doc 5B 2018 00382911-06071 Mail Tax Statement As Directed Above Last Saved 0/1712018 12:03 PM by TH5 Escrow No 00075781 O t13-TH5 Page 1 of 3 Requested By ray atencio, Printed 3/12/2019 2 58 PM CALIIFOI(IA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 11 .a:es%r:e'cr.:.nr�..v.Ki•.:i�;. raer_-.�esae�:i::�....::��a��.c.,+,A. •.vat,tcyy.re:rsrisus�i:r,:u(4.e:ru«�a'v:.:.�:v,Cc�ss...ettiv:: A notary public or ether officer campietmg this certificate verifies 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 San Bernardino OnOCkl*Vr n1 % before me, Elate Heather MacDonald, Notary Public Hen? insert Name and Title of the Officer personally appeared Paul W Foster and Jeanne Donaldson *I*"*"***""" ..._..._,, Names) of Slgner(s) who proved to me an the basis of satisfactory evidence to be the pers. lei whose names isgei subscri • = E to the within Instrument and acknowledged jape that he/sh z 441�.', executed the same In his/her uthorized capacity(les), and that by his/her signature(s) on t e nstrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. HEATHER MACDONALD COMM, # 2216458 WIMP PUBLIC-CALIFORNIA SAW BERNARDINO COUNTY E.000 00000a3it,Sdt �asaoaoaonoaen00000aaoaeooaeae�ooaoa Place Notary Seal Above WITNESS hand and official seal Signature OPTIONAL Signature of No Though this section is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Grant Deed Document Date Number of Pages* Slgner(s) Other Than Named Above Cepnclty(]es) Claimed by Signers) Signer's Name 0 Corporate Officer - - Titles) © Partner — ❑ Limited 0 General 0 Individual ❑ Attorney In Fact 0 Trustee © Guardian or Conservator ❑ Other. Signer Is Representing Signer's Name 0 Corporate Officer — Tttle(s) 0 Partner — 0 Umtted 0 General © Individual 0 Attorney In Fact ❑Trustee 0 Guardian or Conservator © Other Signer is Representing r<.n,,.v:,.taw-'.:w5[oy�S+��[✓aaiabet, ;.�..••: C2016 National Notary Association www Nationa otary,org • 1-800 US NOTARY (1-800-876-6827) Item 4/5947 Page 2 of 3 Requested By ray.atencio, Printed 3/12/2019 2 58 PM Doc SB.2018 00382911-06071 EXHIBIT A Legal Description THE LAND REFERRED TO HEREIN BELOW IS SITUATED REDLANDS IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS BEING A PORTION OF LOT 8, BLOCK 33, SECOND PRELIMINARY MAP OF REDLANDS IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 5 OF MAPS, PAGE 2, RECORDS OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT THE MOST NORTHEASTERLY CORNER OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 5184. PAGE 238, OFFICIAL RECORDS, SAID POINT BEING ALSO A POINT IN THE SOUTHEASTERLY RIGHT OF WAY LINE OF CYPRESS AVENUE, THENCE ALONG SAID SOUTHEASTERLY RIGHT OF WAY LINE, NORTH 56° 19'30' EAST 1133 00, THENCE SOUTH 31°26'32" EAST 158 00, THENCE SOUTH 53° 33' 37" WEST 160.00 FEET TO THE NORTHERLY LINE OF SAID LAND CONVEYED TO THE STATE OF CALIFORNIA, THENCE ALONG SAID NORTHERLY LINE NORTH 37°4848` WEST (RECORD NORTH 38°06'18" WEST) 152.00 FEET TO AN ANGLE POINT IN SAID NORTHERLY UNE, THENCE CONTINUING ALONG SAID NORTHERLY LINE NORTH 9°15'21" EAST 20A3 FEET (RECORD NORTH B`57' 29" EAST 20.44) TO THE POINT OF BEGINNING Cant Dead Last 6aved 9J17120181203 PM byTHS GDSALE {DM Rev 418n8) Eserew No.. 00075791-003-TH5 Page 3 of 3 Requested By ray atencio, Printed. 3/12/2019 2 58 PM Doc SB 2018 00382911-06071