HomeMy WebLinkAboutContracts & Agreements_240-2018AGREEMENT OF PURL_ RASE AND SALE AND
JOINT ESCROW INSTRUCTIONS
This AGREEMENT Or PURCHASE AND SALE AND JOINT ESCROW
INSTRU TIONS ("Agreement") is made and entered into, and effective as of December l 8, 2018
("Effective Date"), by and betuieen San Bernardino County Transportation Authority
(SBCTA) ("Buyer"), and City of Redlands, a municipal corporation (City) ("Seller"), with
reference and respect to the "Recitals" set forth in paragraphs A,13 and C below Buyer and Seller
are sometimes individually referred to herein as "Party" and collectively as "Parties "
RECITALS
A Buyer understands that Seller is the owner in fee simple of certain real property
located at 25865 CALIFORNIA AVE, within the City of Redlands, San Bernardino County,
California, designated as Assessor Parcel Number(s) 0292-034-02, 05 and 08 and more
particularly dcscnbed in FXHIf3IT I attached hereto and incorporated herein by this reference
("Property")
B Buyer desires to acquire a portion or portions of the Property in connection with
the Redlands Passenger Rail Project ("Project"). The Project involves the extension of passenger
rail service along an approximately nine -mile corridor extending east from the San Bernardino
Transit Center in the City of San Bernardino to the University of Redlands in the City of Redlands,
in the County of San Bernardino, State of California The portion(s) of andor interest(s) in the
Property to be acquired is (are) as follows The fee interest in that certain portion of the Property
consisting of approximately 22,451 square feet (hereinafter referred to as the "Transfer Portion")
and more fully described and depicted in EXHIBI 1 A and EXHIBIT B to the Grant Deed attached
hereto as EXHIBIT 2 and incorporated herein by this reference (hereinafter referred to as the
'.Grant Deed")
C Seller is willing to transfer the Transfer Portion on and subject to the terms set forth in
this Agreement, Seller and Buyer hereby acknowledging and agreeing that the Transfer Portion is
being acquired (t) for public use and is necessary for the construction, operation arid.'or
maintenance of the Project and (u) pursuant to this Agreement in lieu of a condemnation action or
proceeding and/or an action or proceeding in the nature of eminent domain
NOW, THEREFORE, in consideration of the foregoing facts and circumstances, the
covenants, agreernents, representations and/or warranties contained herein, as well as other good
and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the
Parties, the Parties hereto do hereby agree as follows
1 ERmS!AGREEMENT
PURCHASE AND SALE
Transfer Portion Seller agrees to sell the Transfer Portion upon and subject
to the terms and conditions set forth herein
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1 2 Purchase Price The total purchase price for the Transter Portion is FIFTY-
SEVEN 1 HOUSAND THREE HUNDRED DOLLARS AND NO CENTS ($57,300 00)
("Purchase Price") It is understood and agreed between the Parties that payment of the Purchase
Price includes, without Iimitation, payment for any and all improvements in, to, on or about the
Transfer Portion, including without limitation ninety-nine (99) orange trees and the orange grove
irrigation system relating thereto, which improvements the Parties acknowledge and agree are
considered to be part of the realty or real property and are being acquired by SBCTAIBuyer in this
transaction and, therefore, may be removed and disposed of, without the obligation to repair,
replace, protect in place or pay consideration in addition to that set forth to this Section 1 2, subject,
however, to the Special Provisions, as defined in Section 10 17 below,
1,3 Payment of Purchase Price At the Closing (defined below), Buyer shall
pay to Seller through Escrow (also defined below) the Purchase Price, payable in cash, by cashier's
or certified check or by wire transfer
2 ESCROW,
2 I Opening of Escrow Within ten (10) business days following the Effective
Date, Seller and Buyer shall open an escrow ("Escrow") for the conveyance ofthe Transfer Portion
with Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach,
CA 92660 ("Escrow Holder") For purposes of this Agreement, the Escrow shall be deemed open
on the first date after the Effective Date that Escrow Holder shall have received a fully executed
copy of this Agreement from Seller and Buyer ("Opening of Escrow") Escrow Holder shall
notify Buyer and Seller, in writing, of the date Escrow is opened ("Opening Date")
2 2 Escrow Instructions this Agreement constitutes the joint basic escrow
Instructions of Buyer and Seiler for conveyance of the Transfer Portion Either an original or a
copy of this Agreement, fully executed by the Parties, shall be delivered to Escrow Holder upon
the Opening of Escrow Buyer and Seller shall execute, deliver and be bound by any reasonable
and customary supplemental or additional escrow instructions ("Additional Instructions") of
Escrow Holder or other instruments as may be reasonably required by Escrow Holder in order to
consummate the transaction contemplated by this Agreement however, any such Additional
Instructions shall not conflict with, amend or supersede any portions of this Agreement unless
expressly consented or agreed to in writing by both Seller and Buyer In the event of any conflict
or any inconsistency between this Agreement and such Additional Instructions, this Agreement
shall govern unless otherwise spectftcally agreed to in writing by the Parties
2 3 Close of Escrow for purposes of this Agreement, "Closing" means the
closing or close of Escrow by the recordation in the Official Records of San Bernardino County,
California, of the Grant Deed, as well as the disbursement of funds and distribution of any other
documents by Escrow Holder, all as described in this Agreement, Subject to the satisfaction of
the conditions precedent below, Closing is to occur thirty (30) days following the Opening Date
("Closing Date"), provided, however, that Closing and, therefore, the Closing Date shall be
extended as provided in Section 8 6 below, and provided, further, that Closing may occur upon
such earlier or later date as the Seller and Buyer mutually agree to in writing or as otherwise
prop ided in this Agreement Buyer and Seller may mutually agree to change the Closing Date by
joint written notice to Escrow Holder The Closing shall be conditioned upon satisfaction, or
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written waiver by the Party for whose benefit the condition exists, of all conditions precedent
thereto In the event the Escrow is not in a condition for the Closing to occur by the Closing Date
for any reason other than the uncured breach of either Buyer or Seller, then any Party who is not
then in default of the tenns of this Agreement may terminate this Agreement as provided in Article
6 if no (and until a) notice of termination as provided in Article 6 is received by Escrow Holder,
Escrow Holder is instructed to proceed with Closing as soon as possible
2 4 Costs of Escrow Because of Buyer's status as a public entity, pursuant to
California Revenue and'I axation Code Section 11922, no documentary transfer tax will be payable
with respect to the conveyance(s) contemplated by this Agreement Similarly, pursuant to
California Government Code Section 27383, no recording fees will be payable with respect to the
recording of the Grant Deed Buyer shall pay the reasonable and customary costs of any Title
Policy (defined below) Buyer shall pay the Escrow fees and any notary fees attnbutahle to the
conveyance of the Transfer Portion Buyer shall also pay the additional costs, if applicable,
associated with any title endorsements requested by Buyer Escrow Holder shall endeavor to
provide an estimated Closing costs statement to Buyer and Seller at least three (3) days prior to
the Closing Date
2 5 Buyer's Conditions Precedent to Close of Escrow The Closing and Buyer's
obligation to acquire the Transfer Portion and pay the Purchase Price is subject to the satisfaction
of the following conditions for Buyer's benefit (or Buyer's waiver thereof, it being agreed that
Buyer may waive any or all of such conditions, provided, however, that the occurrence of the
Closing shall not waive or release any breach of or failure to perform under this Agreement by
Seller not actually known to Buyer on of prior to the Closing Date)
2 5 1 Seller shall have tendered into Escrow all payments, if any, and
documents required of Seller pursuant to this Agreement
2 5 2 Seller shall have completed in a timely fashion all of Seller's
obligations which are to be completed prior to the Closing as provided in this Agreement
2 5 3 Escrow Holder shall have received an irrevocable commitment from
the Title Company to issue any Title Policy required pursuant to this Agreement, subject only to
the Permitted Exceptions, as set forth in more detail in Article 3 below
2 5 4 All representations and warranties of Seller hereunder shall be truc
and correct as of the Effective Date and as of the Closing.
2 5 5 All property taxes and assessments attributable to the Property to the
date of Closing shall have been paid by Seller before delinquency and shall be current as of the
Closing, provided, however, that, to the extent the same are available, the Purchase Price proceeds
may be used to make such payments
2 5 6 Buyer shall have approved Escrow Holder's estimated Closing costs
statement, such approval shall not be unreasonably withheld, conditioned or delayed
2 5 7 Buyer shall have determined that the Transfer Portion is suitable for
Buyer's intended use and development, as set forth in more detail in Article 4 below
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2 6 Seller's Conditions Precedent to Close of Escrow. The Closing and Seller's
obligation to convey the Transfer Portion are subject to the satisfaction of the following conditions
for Seller's benefit (or Seller's waiver thereof it being agreed that Seller may waive any or all of
such conditions) on or prior to the Closing Date
2 6 1 Buyer shall have tendered into Escrow all payments and documents
required of it pursuant to this Agreement
2 6 2 Buyer shall have completed in a timely fashion all of its obligations
which are to be completed prior to the Closing as provided in this Agreement
2 6 3 Seller shall have appro‘.ed Escrow Holder's estimated Closing costs
statement
2 7 Buyer's Payments and Documents Not less than one (1) day pnor to
Closing, Buyer shall pay or tender (as applicable) to Escrow Holder the following -described funds
and documents (in recordable form, as necessary or appropriate)
2 7 1 The Purchase Price
2 7 2 Funds required to pay the Escrow fees, recording fees and notary
fees attributable to the conveyance of the Property as well as the costs of any Title Policy, and the
additional costs, if applicable, associated with any title endorsements requested by Buyer payable
by Buyer pursuant to Section 2 4 of this Agreement
2 7 l Funds required to pay any additional reasonable charges customarily
charged to buyers in accordance with common escrow practices in San Bernardino County
2 7 4 Certificate accepting the Grant Deed and consenting to recording of
same
2 7 5 Such other documents and funds required of Buyer under this
Agreement and, to the extent reasonable, customary or usual, by Escrow Holder in the performance
of its contractual or statutory obligations
2 8 Seller's Payments and Documents No less than one (1) day prior to
Closing, Seller shall pay or tender (as applicable) to Escrow Holder the following -described funds
and documents (in recordable form, as necessary or appropriate)
2 8 1 The fully -executed and acknowledged Grant Deed
2 8 2 A FIRPTA (Foreign Investment in Real Property Tax Act)
Certificate/Non Foreign Status Affidavit complying with Federal laws, rules and requirements and
an appropriate California Form 593 (for example, Form 593-C), Buyer's failure to provide either
instrument shall result in tax withholding, payment and the like in accordance with applicable
laws, rules and regulations
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2 8 3 Such other documents and funds required of Seller under this
Agreement and, to the extent reasonable, customary or usual, by Escrow Holder in the performance
of its contractual or statutory obligations, including, without limitation, such instruments as are
required in connection with the issuance of any Title Policy, such as a seller s statement, owner's
affidavit, gap indemnity and the like
2 9 Escrow Ilolder Responsibilities Upon the Closing, Escrow Holder is
authorized and Instructed to
2 9 1 Cause the satisfaction and removal of all exceptions to title to the
Transfer Portion representing monetary hens or encumbrances If Seller elects to satisfy and
remove any such exceptions from funds otherwise payable to Seller through Escrow, before such
payments or charges are made, Escrow Holder shall notify Seller of the terms necessary to satisfy
and remove such monetary hens or encumbrances, and Seller shall approve the disbursement of
necessary funds
2 9 2 Pay, and charge Buyer and/or Seller, as appropriate, for any fees,
charges and costs payable under this Agreement, including, but not limited to, Sections 2 7 and
2 8 above Before such payments or charges are made, Escrow Holder shall notify Buyei and
Seller of the fees, charges and costs necessary to clear title and proceed with Closing
2 9 3 Record the Grant Deed, as well as any other instruments, as
appropnate, delivered through Escrow
2 9 4 Subject to Subsection 2 8 3 above, withhold from funds otherwise
payable to Seller at Closing such amount as Buyer is required to withhold therefrom pursuant to
the following (i) California Revenue and 1axatton Code Section 18662 (i e, 3 113% of the total
sales pnce) and timely submit such sums to the California franchise Tax Board, unless Buyer is
relieved of such withholding requirements under the provisions of said Section 18662, and (u)
Federal laws, rules and/or regulations, including, without limitation, those identified in Subsection
2 8 2 and timely pay over such funds to the appropriate federal agency or authonty, unless Buyer
is relieved of such withholding requirements tinder the provisions of such laws, rules and
regulations by Seller's provision of(and Seller actually provides) an appropriate affidavit(s) and/or
statement(s) Further, deliver to each Party copies of all such withholding forms, affidavits andi'or
certificates
2 9.5 Disburse such other funds and deliver such other documents to the
Party or Parties entitled thereto
2 9 6 Cause any Title Policy to be issued
2 10 Notices All communications from Escrow Holder to either Buyer or Seller
shall be directed to the addresses and in the manner established in Section 8.1 below for notices,
demands and communications between Buyer and Seller,
3 TITLE
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3 1 Condition of Title, Title Policy It is a condition to the Closing for Buyer's
benefit that the Transfer Portion be subject only to the Permitted Exceptions At, and as a condition
of, Closing for Buyers benefit, Commonwealth Land Title Company, 4100 Newport Plai,e Drive,
Suite 120, Newport Beach, CA 92660 ("Title Company") shall be prepared to issue to Buyer,
upon Closing, a policy of title insurance (whether a CLTA, ALTA or ALTA extended coverage
policy, as deterrriined by Buyer, the "t'tie Policy") in an amount equal to the Purchase Price,
showing the Transfer Portion subject only to the Permitted Exceptions Escrow Holder shall cause
Title Company to issue the Title Policy to Buyer upon the occurrence of the Closing
3 2 Permitted Exceptions The term "Permitted Exceptions" as used herein
shall mean the following conditions and exceptions to title or possession
3 2 1 A lien to secure payment of general and special real property taxes
and assessments, not delinquent
3 2 2 A lien of supplemental taxes assessed pursuant to Chapter 3 5
commencing with Section 75 of the California Revenue and Taxation Code accruing on or after
the Closing; provided, however, that, notwithstanding anything contained in this Agreement to the
contrary, Seller shall be responsible and liable for all taxes that relate to any period prior to the
Closing, including, without limitation, supplemental taxes which are not assessed or charged
and/or which do not become due or owing until after the Closing
3 2 3 Matters affecting the condition of title created by or with the consent
of Buyer
3 2 4 Other exceptions to title disclosed by the Title Report (as defined in
Section 3 3 below) which have been approved in writing by Buyer prior to the Closing
3 3 Title Report Buyer shall endeavor to obtain and provide to Seller, within
fifteen (15) calendar days following the Opening of Escrow or as soon as reasonably possible
thereafter, a standard preliminary report from the Title Company, together with copies of the
underlying documents relating to the Schedule H exceptions set forth in such report (collectively.
the "Title Report")
4 StJI'i A13ILITY AND CONDITION Or PROPERTY
4 1 Determination ot Suitability and Approval of Environmental and Other
Conditions It is a condition precedent to the Closing for Buyer's benefit that Buyer has determined
that the Transfer Portion is suitable for Buyer's intended use, as determined by Buyer in its sole
discretion Prior to the Closing Date, Buyer shall determine whether the Transfer Portion is suitable
and shall provide to Seller and Escrow Holder its written notice of such determination, provided,
however, that any failure of Buyer to provide notice shall be deemed approval, and, in connection
with any disapproval, Buyer may, but need not, include its election to extend the Closing Date as
provided in Section 8 6 below, In the event Buyer determines that the Transfer Portion is suitable,
such determination by Buyer shall not alter or diminish Seller's covenants, agreements,
representations and/or warranties made herein or under law, unless a representation or warranty is
expressly and specifically waived in writing in whole or in part by Buyer In the event Buyer
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determines that the Transfer Portion is not suitable, then Buyei may terminate this Agreement as
provided in Section 6 I below
4 2 Inspections, Testing and Right of Entry Pnor to Closing, Buyer may
conduct, at Buyer's sole expense, such inspections and testing of the Transfer Portion, including,
without liinitation, any improvements thereon, as Buyer may desire or deem appropriate, in
Buyer's sole discretion, to determine the suitability of the Transfer Portion for Buyer's intended
use In conducting such inspections and testing, Buyer shall endeavor to minimize damage to the
Transfer Portion, as well as any improvements thereon, and shall, in the event the Clostng fails to
occur as the result of a condition outside of Buyer's control, return the Transfer Portion, including
any improvements thereon, to its condition prior to the inspections and testing, except that I.3uyei
shall have no responsibility or liability for returning the Transfer Portion to us prior condition to
the extent that any change or modification resulted from (i) reasonable wear and tear, (ii) force
majeure or (in) any other cause not within the reasonable control of Buyer, uicluding, without
limitation, the acts or omissions of any person or entity other than Buyer and/or its Representatives
Seller hereby grants to Buyer and its Representatives permission and a license to enter upon the
Transfer Portion at all reasonable tines prior to the Closing Date for the purpose of conducting
such Inspections and testing In the event the Transfer Portion is occupied by any person(s) other
than Seller, Seller shall make arrangements with such person(s) to ensure access by Buyer,
including, without limitation, Buyer's Representatives, in order to conduct the Inspections and
testing pursuant to this Section 42
5. SELLER'S ACKNOWLEDGMENT AND GENERAL RELEASE
5 I Full Satisfaction, Seller acknowledges that, in accordance with applicable
provisions of California law, Seller may be entitled to the pavinent of relocation expenses,
payments for Loss of goodwill, inaerse condemnation, unlawful pre -condemnation conduct, and
other benefits and reimbursements other than and/or in addition to those expressly provided for in
this Agreement (collectively, "Benefits") in connection with Buyer's acquisition of the Transfer
Portion as well as the other matters covered herein Seller acknowledges and agrees that payment
and receipt of the Purchase Price includes, without limitation, full payment of, for and with respect
to the Benefits, including, without limitation, just compensation, lease bonus value, business
goodwill, furniture, fixtures and equipment, precondemnation damages, claims of inverse
condemnation, attorneys' fees, costs, interest, and any and all other damages in complete settlement
of all claims (known and unknown), causes of action and demands of Seller against Buyer bec-ause
of Buyer's purchase of the Transfer Portion and tor any and all claims (known and unknown)
arising from or relating to the purchase and sale which is the subject of this Agreement Consistent
with the foregoing as well as Section 9 2 below, Seller, on behalf of itself and its heirs, executors,
administrators, successors and assigns, acknowledges that Buyer's performance under this
Agreement constitutes full and complete satisfaction of Buyer's obligations to pro4ide the Benefits
to Seller and to compensate Seller not only for the purchase of the Transfer Portion, but also for
construction andlor operation of the Project
5 2 Waivers and Releases Seller hereby waives, to the maximum legal extent,
any and all claims, demands, remedies and causes of action for damages, liabilities, losses, injuries,
costs and/or expenses, including attorneys' fees, arising out of, resulting from or related to Buyer's
acquisition of the Transfer Portion, whether known or unknown, foreseeable or unforeseeable,
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including, without limitation, construction andior operation of the Project The Parties hereto agree
that this Agreement is a settlement of claims in order to avoid litigation and shall not, in any
manner, be construed as an admission of the fair market value of the Transfer Portion or of any
liability by any Party Seller on behalf of Seller as well as Seller's heirs, executors, administrators,
successors and assigns, hereby fully releases Buyer, its successors, assigns and Representatives,
and all other persons and entities, known and unknown, from any and all claims and causes of
action by reason of any damage which has been sustained, or may be sustained, as a result of (i)
Buyer's purchase of the Transfer Portion or any preliminary steps thereto or (u) the construction
and/or operation of the Project, including, without limitation, its construction, reconstruction,
development, redevelopment, operation, maintenance, repair, existence and use
5 3 California Civil Code Section 1542 Seller hereby acknowledges that it has
consulted or had an opportunity to consult with legal counsel regarding. and represents and
warrants that it is familiar with, California Civil Code Section 1542, 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 "
Seller acknowledges that, with respect to the sale of the Transfer Portion to Buyer
or the construction and/or operation of the Project, Seller may have sustained damages, losses,
costs and/or expenses which are presently unknown and unsuspected, and such damages, losses,
costs and/or expenses which may have been sustained may give rise to additional damages, losses,
costs and/or expenses in the future Nevertheless, Seller hereby represents, warrants, acknowledges
and agrees that this Agreement has been negotiated and agreed upon in light of that situation, and
hereby waives, to the maximum legal extent, any rights accruing to it under said Section 1542 or
any other statute or judicial decision of similar effect
The foregoing acknowledgment and release shall survive the Closing as well as the
recording of the Grant Deed
5 4 Notice to Others If Seller sells, transfers, assigns or otherwise conveys
the Property or any interest in the Property, then Seller shall notify the purchaser, successor,
assignee or other transferee of the existence and terms of this Agreement, including, without
limitation, the obligations, liabilities and duties as well as the nghts and remedies of the Parties
Neither Buyer nor any other person or entity shall have any obligation, liability or duty to
compensate any purchaser, successor, assignee or other transferee for the interests, nghts and
remedies granted to or obtained by Buyer under or pursuant to this Agreement
6 TERMINATION, DEFAULTS AND REMEDIES.
6.1 Exercise of Rights to Terminate In the event Buyer elects to exercise its
nght to terminate this Agreement and the Escrow as provided in Section 2 3, 6 3 or 8 5, then Buyer
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may so terminate by giving notice, in writing, of such termination to Seller and Escrow Holder In
the event Seller elects to exercise its rights to terminate this Agreement and the Escrow as provided
in Section 2 3 or 6 2, then Seller may so terminate by giving notice, in writing, of such termination
to Buyer and Escrow Holder. In either such event, the Party so terminating shall, except as
otherwise expressly provided in Section 6 2 or 6 3 below, pay all Escrow Holder and Title
Company termination fees and charges (collectively, "Termination Costs") Upon such
termination, all obligations and liabilities of the Parties under this Agreement, excepting the
obligation of the Party so terminating or breaching, as appropriate, to pay Termination Costs as
provided herein and any other obligations which expressly survive termination, shall cease and
tenntnate
6 2 Buyer's Breach In the event Buyer breaches any obligation under this
Agreement which Buyer is to perform prior to the Closing, and fails to cure such breach within
five (5) business days of receipt of written notice of such breach from Seller, then Seller, as its
sole and exclusive remedy, may terminate this Agreetent and the Escrow by giving notice, in
writing, of such termination to Buyer and Escrow Holder In such event, Buyer shall pay all
Termination Costs Upon such termination, all obligations and liabilities of the Parties under this
Agreement, excepting for Buyer's obligation to pay Termination Costs as provided in this
Agreement and any other obligations which expressly survive termination, shall cease and
terminate
6 3 Seller's Breach In the event Seller breaches any obligation under this
Agreement which Seller is to perform prior to the Closing, and fails to cure such breach within
five (5) business days of receipt of written notice of such breach from Buyer, then, (a) in addition
to pursuing any other nghts or remedies which Buyer may have at law or in equity, including,
without limitation, any and all damages resulting from such breach. (b) Buyer may, at Buyer's
option, (i) terminate this Agreement and the Escrow by giving notice, in writing, of such
termination to Seller and Escrow Holder, or (ii) initiate and prosecute an action for specific
performance of this Agreement Should Buyer elect to terminate this Agreement and the. Escrow
as provided herein, then Seller shall pay all Termination Costs and, upon such termination, all
obligations and liabilities of the Parties under this Agreement, excepting (1) Seller's obligations
and liabilities resulting or accruing as a result of or pursuant clause (a) above in this Section 6 3,
(2) Seller's obligation to pay Termination Costs as provided in this Agreement and (3) any other
obligations that expressly survive termination, shall cease and terminate
6 4 Return of Funds and Documents, Release of Liability as to Escrow Holder
In the event Escrow Holder terminates this Escrow as a result of having received notice, in writing,
from Buyer or Seller of its election to terminate the Escrow as provided herein, then Escrow Holder
shall terminate the Escrow and return all funds, Tess Termination Costs, as appropriate, and
documents to the Party depositing the same Further, the Parties hereby release Escrow Holder,
and shall hold Escrow Holder free and harmless, froin all liabilities associated with such
termination excepting for Escrow Holder's obligations to return funds and documents as provided
herein
7, REPRESEN'I'A1 IONS AND WARRANTIES
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7 1 Seller's Representations and Warranties Seller hereby represents, warrants,
covenants and agrees to and for the benefit of Buyer that the following statements are true and
correct as of the Effective Date, and shall be true and correct as of Closing, and Seller
acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition
precedent to all of Buyer's obligations under this Agreerent
7 1 1 Authority Seller owns the Property in fee simple and has full power
and authority to sell, transfer and/or otherwise convey the Transfer Portion to Buyer and to perform
its obligations pursuant to this Agreement This Agreement and all other documents delivered by
Seller to Buyer under or pursuant to this Agreement, at or prior to the Closing, have been, or will
be, duly executed and delivered by Seller and are, or will be, legal, valid and binding obligations
of Seller, sufficient to convey the Transfer Portion to Buyer and are enforceable in accordance
with their respective terms
712 No Unrecorded Possessory Interests, No Agreements or
Undertakings Other than as is disclosed and covered by Subsections 7 1 4 and 7 15 below, there
are no agreements for occupancy in effect for the Property, including the Transfer Portion, and no
unrecorded possessory interests or unrecorded agreements that would adversely affect Buyer's use
of the Transfer Portion Seller will not enter into any agreements ot undertake any obligations prior
to Closing which will in any way burden, encumber or otherwise affect the Transfer Portion
without the prior written consent of Buyer, including, without limitation any agreements for
occupancy or use ot the Transfer Portion
7 1 3 No Liens or Encumbrances Other than as is disclosed and covered
by Subsections 7 1 4 and 7 15 below, the Property, including the Transfer Portion, is free and
clear of and from liens or encumbrances that could interfere with the intended use by Buyer, and,
therefore, Buyer shall quietly enjoy its rights in and to the Transfer Portion and under the Grant
Deed without disturbance or inference by Seller or anyone claiming by, through or under Seller
7 1 4 No Leases The Property, including the Transfer Portion, is not
subject to a written or oral lease or any other contract or agreement pursuant to which a tenant or
any other person has any rights of possession or use that conflict with this Agreement or the Grant
Deed, except that (or those) certain lease(s), contract(s) and./or agreement(s) described as follows.
None As to any such lease, contract or agreement, Seller acknowledges and agrees that a consent
or release from such holder, in form and substance satisfactory to Buyer, will, unless Buyer
otherwise elects in writing, be required, Seller agrees to assist Buyer in securing said consent or
release, and Seller acknowledges and agrees that Buyer's payment of the consideration set forth
herein to Seller is subject to Buyer receiving or waiving in writing the requirement of receiving
said consent.
7 1 5 Mortgage or Deed of Trust If the Property is encumbered by a
mortgage(s), deed(s) of trust and/or other security instrument(s), Seller shall be responsible and
liable fan payment of any demand under any authority of such security instrument(s) out of Seller's
proceeds or otherwise Such amounts may include, but are not be limited to, payments of unpaid
principal and interest If the Property is encumbered by a mortgage(s), deed(s) of trust or other
security instrument(s), Seller understands that Buyer shall seek and may require the partial release
by and/or consent of the holder(s) of the security instrument(s) to the Grant Deed Seller will
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cooperate with Buyer in seeking the consent(s), and Seller acknowledges and agrees that,
notwithstanding anything contained in this Agreement to the contrary, Buyer's payment of the
consideration set forth herein is subject to Buyer receiving or waiving in writing the requirement
of receiving said consent(s)
7 1 6 Hazardous Materials. Seller is aware of and shall comply with its
obligation under California Health and Safety Code Section 25359 7 to disclose information to
Buyer regarding the environmental status of the Property To Seller's knowledge, the Property and
any contiguous real property owned by Seller is not in violation of any federal, state or local statute,
regulation or ordinance relating to industrial hygiene or to environmental conditions on, under or
about the Property, including, without limitation, soil and groundwater conditions underlying the
Property which could affect the Property, including, without lunitation, the Transfer Portion, or its
use Neither Seller, nor, to Seller's knowledge, any other person or predecessor in interest, has
used, generated, manufactured, stored or disposed of on, under or about the Property, or
transported to or from the Property, any "Hazardous Materials" as defined in any state, federal
or local statute, ordinance, rule or regulation applicable to the Property, including, v4rthout
limitation any flammable materials, explosives, radioactive materials, hazardous or contaminated
materials or Substances, toxic or noxious materials, substances or related materials or substances,
as well as any substance whose nature and/or quantity of existence, use, manufacture, disposal or
effect render it subject to Federal, state or local regulation, investigation, remediation or removal
as potentially injurious to public health or welfare
7 1 7 Litigation There are no claims, actions, suits or proceedings
continuing, pending or, to Seller s knowledge, threatened (i) against or affecting Seller or the
Property, or (n) involving the validity or enforceability of this Agreement or of any other
documents or instruments to be delivered by Seller at Closing, in either ease, whether at law or in
equity, or before or by any federal, state, municipal or other goierrunental department, board,
commission, bureau, Buyer or instrumentality Seller is not subject to, or in default under, any
notice, order, writ, injunction, decree or demand of any court or any governmental department,
board, commission, bureau, Buyer or instrumentality
7 1 8 No Breach. The execution and delivery of this Agreement and the
consummation of the transaction(s) contemplated by this Agreement will not violate or result in
any breach of or constitute a default under or conflict with, or cause any acceleration of any
obligation with respect to any prop ision or restriction of any lien, lease, agreement, contract.
instrument, or, to Seller's knowledge, any order, judgment, award, decree, statute, regulation or
ordinance, or any other restriction of any kind or character to which Seller is a party or by which
Seller or the Property are bound
7 1 9 No Condemnation or Other Proceedlnj s Exclusive of any action
proposed or contemplated by Buyer, Seller is not aware of any contemplated condemnation of the
Property or any portion thereof by any public agency, authority or entity Buyer has negotiated in
good faith to acquire the Transfer Portion and to pay just cotnpensation for its acquisition Seller
understands that, if the transaction(s), including, vi,ithout limitation, the acquisition(s), set forth in
andlor contemplated by this Agreement had not been (or are not) successful, then staff for Buyer
may have recommended (or may recommend) initiation of eminent domain proceedings to acquire
the Transfer Portion
it
L \.c i\djm.Agre ments',PSA SBCTA Cay of Redlands 0292 034 02, 05 and 08 RPRP-359L 36.docx
7 2 Survival of Re resentations and Warranties Seller acknowledges and
agrees that the covenants, agreements, representations and warranties of Seller set forth in this
Agreement shall be true and correct on and as of the Effective Date as well as the Closing, and
Seller's liability tor any breach, default or failure of the same, including, without limitation, any
misrepresentation, shall survi%e not only the recordation of the Grant Deed, but also the Closing
Seller shall protect, indemnify, defend, and hold Buyer free and harmless of, from and against any
and all claims, demands, losses, liabilities, obligations, damages, costs and expenses, including,
without limitation, reasonable attorneys' fees, court costs and litigation expenses, which Buyer
may incur, suffer or sustain by reason of or in connection with any misrepresentation made by
Seller pursuant to this Article 7
8 OTHER,
8 1 Notices and Demands All notices or other communications required or
permitted between the Parties hereunder shall be in wnung, and shall be (i) personally delivered,
(ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii)
sent by facsimile transmission with confirmation of receipt or (iv) sent by nationally recognized
overnight couner service (e g , Federal Express or United Parcel Serice), addressed to the Party
to whom the notice is given at the address(es) provided below, subject to the right of any Party to
designate a different address for itself by notice similarly given Any notice so given by registered
or certified United States mail shall be deemed to have been given on the third business day aftei
the same is deposited in the United States mad Any notice not so given by registered or certified
mail, such as notices delivered by personal delivery, facsimile transmission or courier service,
shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the
notice is given Rejection or other refusal to accept or the inability to deliver because of changed
address of which no notice was given shall be deemed to constitute receipt of the notice or other
communication sent
To Buyer.
To Seller
San Bernardino County Transportation Authority
Attn Andres Ramirez, PMP
Project Office
1170 W 3"i Street, 2nd Floor
San Bernardino, California 92410-1715
Telephone (909) 884-8276
Facsimile (909) 885-4407
City of Redlands
Attn Jeanne Donaldson
P G Box 3005
35 Cajon Street, Suite 222
Redlands, California 92373
Telephone (909) 798-7531
Facsimile (909) 798-7535
8 2 Indemnity b_y Seller Seller hereby agrees, after the Closing, at Seller's sole
cost and expense, to indemnify, protect, defend (with counsel of Buyer's choice), and hold Buyer.
its successors and assigns, officers and/or directors, harmless from and against any and all claims,
2
L '\„ci'.djrn'Agrotmcnts\PSA SBCTA City of Redlands 0292 034 02 05 and 08 RPRP-359L 36.docx
demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action,
judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation,
attorneys' and experts' reasonable fees and costs) of any kind or nature whatsoever which may at
any time be imposed upon incurred or suffered by, or asserted or awarded against, Buyer, or
Buyer's successors and assigns, officers and/or directors relating to or arising from (i) the Property
or Seller's ownership or operation thereof on or before the Closing, (u) the use on or before the
Closing of the Property by Seller or any third party, including, without limitation, any tenant,
invitee or licensee of Seller, (iii) any breach of any covenant, agreement, representation or
warranty of Seller contained in this Agreement, (iv) the presence, use, handling, storage, disposal
or release on or before the Closing of Hazardous Materials on, under or about the Property caused
by Seller, and (v) Seller's violation of any federal, state, or local law, ordinance or regulation,
occurnng or allegedly occurring with respect to the Property prior to the Closing This indemnity
by Seller herein contained shall survive the Closing and the recordation of the Grant Deed
8 3 Entry, Possession, Use. Construction and Operation.
8 1 Upon execution of this Agreement by Buyer and Seller, and deposit
of funds in the amount of the Purchase Price into Escrow, Buyer shall have the right of possession
and use of the Transfer Portion, including, without limitation, the nght to remove and dispose of
improvements thereon, thereat and/or thereto and construct the Project The foregoing agreement
of Seller shall survive the Closing, including, without limitation, the recording of the Grant Deed,
or, at Buyer's election, the termination of this Agreement by either Party (whether Seller or Buyer)
for any reason, including, without limitation, a breach by the other Party and/or the return of the
Purchase Price deposit by Escrow Holder to Buyer on termination of this Agreement, and, if Buyei
elects that the same shall survive, Buyer's rights shall be as set forth in the right of entry, possession
and use provisions attached hereto as EXHIBIT 3
8 3 2 Buyer makes no representation, warranty, covenant or agreement
that the Project shall be constructed or operated, and Seller acknowledges and agrees that no
obligation, liability or duty whatsoever shall exist or be incurred by Buyer or any other person or
entity to Seller or any other person or entity as a result of any failure to construct or operate the
Project for any reason The foregoing agreement of Seller shall survive the Closing, including,
without limitation, the recording of the Grant Deed, or the termination ofthis Agreement by either
party (whether Seller or Buyer) for any reason, including a breach by the other party
8 4 Brokers and Sales Commissions Buyer will not be responsible or Iiable
for, and will not be required to pay, any sales or brokerage commissions and/or finder's fees tor
which Seller has incurred any obligation with respect to the transaction which is the subject of this
Agreement Seller shall indemnify protect, defend and hold harmless Buyer and its successors
and assigns hereunder from and against any and all claims, demands, liabilities, obligations, losses,
damages, costs and expenses, including, without limitation, reasonable attorneys' fees, court costs
and litigation expenses, arising as of, resulting from or in connection with or related to any sales
or brokerage commissions, finder's fees or other commissions which are (or are claimed to be)
payable in connection with the transaction which is the subject ofthis Agreement by reason of the
actions (or alleged actions) of Buyer Seller's obligations, liabilities and dunes under this Section
8 4 shall survive the Closing or the termination of this Agreement
13
L tca.ddmoAgreementsliSA SBCTA-City of Redlands 0292 034 02, 05 and 08 RPRP 359E 36,docx
8 5 Damage or Destruction Should the Property be materially damaged or
destroyed by fire, earthquake or other event without the fault of either Party, this Agreement may
be rescinded and terminated by Buyer, and, in such event, Buyer may reappraise the Property or
any part of it Buyer desires to acquire and make an offer thereon
8 6 Fxtension of Closing and Closing Date Buyer may, upon written notice to
Seller, extend the Closing Date and, therefore, the Closing for a reasonable period in order to
satisfy or to provide time for others to satisfy the conditions to Closing in favor of Buyer set forth
in this Agreement, including, without limitation, the following (i) that, in accordance with
Subsection 2 5 3 and Article 3 above, the Transfer Portion is subject only to the Permitted
Exceptions and that title to the same is otherwise acceptable to Buyers, (it) that, in accordance with
Subsection 2 5 7 and Article 4 above, Buyer has determined that the Transfer Portion is suitable
for Buyer's intended use, and (iii) that, in accordance with Subsection 2 5 4 and Article 7 above,
Seller's representations and warranties are true and accurate and Buyer has received any consent(s),
releases) and/or subordination(s) required or contemplated by Subsections 7 1 4 and 7.1 5 above
INCORPORATION Or RECITALS, WHOLE AGREEMENT
9 I Recitals The preamble at the beginning of this Agreement as well as the
Recitals set forth in paragraphs A,13 and C immediately after the preamble are hereby incorporated
into this Agreement as if set forth in full in this Section 9 1
9 2 Whole Agreement Consistent with Section 10 17 below, the Parties hereto
acknowledge and agree that they have set forth the whole of their agreement in this instrument
Consistent with Sections 5 I, 5 2 and 5 3 above, the performance of this Agreement by
SBCTA/Buyer constitutes the enttre consideration for the Transfer Portion, including, without
limitation, the Grant Deed, and shall release and relieve Buyer of and from any and all other and
further claims, demands, obligations, liabilities and duties on this account or on account of the
location, grade, construction, and operation of the Project
10 MISCELLANEOUS
10 1 Survival of Covenants The covenants, representations and warranties of
both Buyer and Seller set forth in this Agreement shall survive the Closing as well as the
recordation of the Grant Deed
10 2 Required Actions of Buyer and Seller Buyer and Seller agree to execute
such instruments and documents and to diligently undertake such actions as may he required in
order to consummate the purchase and sale herein contemplated and shall use commercially
reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement
10 3 Time of Essence Time is of the essence of each and every term, condition,
obligation and provision of this Agreement
10 4 Counterparts, Copies This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which, together, shall constitute
one and the same instrument Except as required for recordation, the parties as well as Escrow
14
L.'.ca dtm14gretmcnts'.PSA SBCTA City of Redlands 0292 034 02 05 and 08 RPRP 359E 36.docx
Holder and Title Company shall accept copies ot signatures, including, without limitation,
electronically transmitted (for example, by e-mail, facsimile, PRI" or otherwise) signatures
10 5 Captions Any captions to, or headings of, the articles, sections,
subsections, paragraphs or subparagraphs or other provisions of this Agreement are solely for the
convenience of the Parties, are not a part of this Agreement, and shall riot be used tor the
interpretation or determination ot the validity of this Agreement or any provision of this
Agreement
10 6 No Obligations to Third Parties Except as otherwise expressly provided in
this Agreement, the execution and delivery of this Agreement shall not be deemed to confer any
rights upon, nor obligate any of the Parties to, any person or entity other than the Parties
10 7 Exhibits The Exhibits attached to this Agreement are hereby incorporated
into this Agreement by this reference
10 8 Waiver The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other proti ision of
this Agreement
10 9 Governing Law, Venue This Agreement shall be construed in accordance
with the laws of the State of California Any and all legal actions brought to enforce or interpret
the terms and provisions of this Agreement shall be commenced exclusively in a court of
competent jurisdiction in the County of San Bernardino
10 10 Buyer's Assignment Buyer shall have the nght, in its sole discretion, to
assign this Agreement, and any nght or obligation herein, to any party of its choice without the
prior consent or approval of Seller.
10 11 Successors and Assigns, This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the Parties
10 12 Ratification This Agreement is subject to the approval and ratification by
the Buyer's governing body or its delegated representative
10 13 Severability If any term or provision of this Agreement shall be held
invalid or unenforceable, the remainder of this Agreement shall not be affected
10 14 Construction This Agreement will be liberally construed to effectuate the
intention of the Parties with respect to the transaction(s) described herein. In determining the
meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this
Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or
resolved against either Party (including the Party primarilv responsible for drafting and preparation
of this Agreement), under any rule of construction or other ise, it being expressly understood and
agreed that the Parties have participated equally or have had equal opportunity to participate m the
drafting thereof
15
L tca'.djm'Agres:rnents%P$A SRCTA City of Redlands 0242 034 02, 05 and 08 RPRP 354E 36,docx
10 15 Leal Fees Each Party shall be responsible for payment of its own
attorneys' fees with respect to negotiation and preparation of this Agreement and processing of the
Escrow, However, to the cvent of the bringing of any action or proceeding to enforce, interpret or
construe any of the provisions of this Agreement, including, without limitation, seeking damages
as a result of breach of this Agreement, the prevailing Party in such action or proceeding, whether
by final judgment or out of court settlement, shall be entitled to have and recover of and from the
other Party all costs and expenses of suit, including actual attorneys' fees
10 16 Entire Agreement, Amendment This Agreement supersedes any prior
agreements, negotiations and communications, oral or wntten, and (together with the Grant Deed)
contains the entire agreement between Buyer and Seller as to the subject matter hereof The terms
of this Agreement may not be modified or amended except by an instrument in writing executed
by each of the Parties hereto
10 17 Special Provisions The "Special Provisions" attached hereto as and set
forth in EXHIBIT 4 are hereby incorporated into and made a part of this Agreement by this
reference as if set forth in full in this Section 10 17 In the event and to the extent of any conflict
or inconsistency between the terms of this Agreement and the terms of the Special Provisions, the
terms of the Special Provisions shall prevail, govern and control Buyer's obligations as set forth
in the Special Provisions shall survive the Closing, but shall not survive any prior cancellation or
termination of this Agreement
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date(s) set forth below next to their respective signatures
(Signatures on the following pagesj
16
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SIGNATURE PAGE TO
AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
Date
Date 2 AA_
BUYER
San Bernardino County Transportation
Authority
By
Raymond W \\folfe, Ph D
Executive Director
APPROVED AS TO FORM
Rick Rayl
SBCTA Legal Counsel
SELLER
City of Redlands, a municipal
corporation
y (Th
Nance fAUL VI, F05
T]tle1 o
gN
AT'ET
Jest
Donaldson, City Clerk
17
L.-kaAm\Agrccmt_ntsTSA SBCTA City of Redlands 0292 034 02, 05 and 0R RPRP 359E®3f+,dncx
EXHIBIT LIST
Exhibit 1 - Legal Description of Property [APN(s) 0292-034-02, 05, 08]
Exhibit 2 - Grant Dccd
Exhibit 3 - Entry, Possession and Use Provisions
Exhibit 4 - Special Provisions
18
LAgrecments\PSA SBCTA City of Redlands 0292 034 02, 05 and 08 RPRP 3$9L_36 docz
EXHIBIT I
TO
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
Legal Description of Property
[APN(s) 0292-034-02, 05, 08]
[attached behind this page]
19
L'La\djm'\AgreetnwntsWSA SBCTA City or'Redtam's 0292 034 02, 05 and OR RPM' 3591. 36,dncx
EXHIBIT I TO
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
Legal Description of Property
IAPN(s) 0292 034 02 05 08)
All that cerium real property situated in the County of San Bernard,no, State of California,
detcri ed as follows
PARCEL NO 1
LOTS I AND 2, BLOCK 5, AND THAT PORTION OF DEPOT AVENUE ADJACENT TO
SAID LOTS AND THE WEST 1/2 OF FAIRBANKS AVENUE ADJACENT ON THC EAST
BY VACATION AND RESOLUTION OF THE BOARD OF SUPERVISORS OF SAN
BERNARDLNO COUNTY, RECORDED APRIL 12, 1950. IN BOOK 2560 PAGE 137 or
OFFICIAL RECORDS, WHICH WOULD PASS BY OPERATION OF LAW WITH A
CONVEYANCE OF SAID PROPERTY OF THE LA DREW SUBDIVISION IN THE
COUNTY OF SAN BERNARDINO STATE OF CALIFORNIA, AS PER PLAT RECORDED
IN BOOK 12, PAGE 44 OF MAPS, RECORDS OF SAID COUNTY,
EXCEPfLNG THEREFROM THOSE PORTIONS OF DEPOT AVENUE AND FAIRBANKS
AVENUE VACATED AND THOSE PORTIONS OF LOT I, BLOCK 5, LA DREW
SUBDIVISION, CONVEYED TO THE STATE OF CALIFORNIA, BY DEED RECORDED
AUGUST 8, 1961 IN BOOK 5504 PAGE 113 OF OFFICIAL RECORDS
ALSO EXCEPTING THEREFROM. UNTO SANTA FE ITS SUCCESSORS AND ASSIGNS,
ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING
NOT LESS THAN 100 FEET BELOW THE SURFACE OF THE HEREINABOVE
DESCRIBED LAND, PROVIDED TEAT SANTA FE, ITS SUCCESSORS ANI)
ASSIGNS SHALL NOT HAVE THE RIGHT TO GO UPON THE SURFACE OF SAID
LAND FOR THE PURPOSE OF EXTRACTING SAID OIL, GAS OR OTHER
HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY PURPOSE IN
CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND
REMOVE SAID OIL, GAS. AND OTHER HYDROCARBON AND MINERAL
SUBSTANCES BY MEANS OF SLANT DRILLED WELLS LOCATED ON ADJACENT OR
NEARBY LAND, OR BY ANY OTHER MEANS WHICH SHALL NOT REQUIRE ENTRY
UPON THE SURFACE OF SAID LAND AS RESERVED IN THE DEED RECORDED APRIL
10, 1959 IN BOOK 4787 PAGE 282 OF OFFICIAL RECORDS
PARCEL NO 2
LOTS 2 AND 3, BLOCK 2. AND THAT PORTION OF THE EAST 1!2 OF FAIRBANKS
AVENUE ADJOINING LOT 3 OF THE WEST BY VACATION AND RESOLUTION OF
20
L krclirn\AgreementsTSA SBCTA City of Redlands 0292 034 02, 05 and 08 RPRP 359E 36.docx
TIME BOARD OF SUPERVISORS OF SAN BERNARDINO COUNTY, RECORDED APRIL
12, 1950 IN BOOK 2560. PAGE 137,OForFrooALRECORDS, WHICH WOULD PASS
BY OPERATION OF LAW WITH A CONVEYANCE OF SAID PROPERTY OF THE LA
DREW SUBDIVISION. IN THE COUNTY OF SAN BERNARDINO, STATE OF
CALIFORNIA, AS PER PLAT RECORDED IN BOOK 12, PAGE 44 OF MAPS, RECORDS
OF SAID COUNTY
EXCEPTING THEREFROM THAT PORTION OF LOT 3, BLOCK 2 LA DREW
SUBDIVISION, DESCRIBED AS FOLLOWS
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF FAIRBANKS AVENUE
WITH THE NORTH LINE OF THE RIGHT OF WAY OF THE SOUTHERN CALIFORNIA
RAILWAY COMPANY (NOW ATCHISON, TOPEKA AND SANTA FE RAILWAY
COMPANY), THENCE EAST ALONG THE NORTH LINE OF SAID RIGHT OF WAY, 270
FEET. 1 HENCE NORTHWESTERLY TO A POINT IN THE EAST LINE OF SAID
FAIRBANKS AVENUE, 35 FEET NORTH OF THE SAID NORTH LINE OF THE
RAILROAD RIGHT OF WAY THENCE WEST 70 FEET TO THE WEST LINE OF SAID
FAIRBANKS AVENUE, 35 FEET NORTH OF THE SAID NORTH LINE OF THE
RAILROAD RIGHT OF WAY, THENCE SOUTH 35 FEET ALONG THE SAID WEST LINE
OF FAIRBANKS AVENUL TO THE POINT OF BEGINNING
ALSO EXCEPTING THEREFROM THAT PORTION OF FAIRBANKS AVENUE
VACATED AND THOSE PORTIONS OF LOTS 2 AND 3, BLOCK 2, LA DREW
SUBDIVISION, CONVEYED TO THE STATE OF CALIFORNIA BY DEED
RECORDED AUGUST 8 1961 IN BOOK 5504, PAGE 1 1 3 OF OFFICIAL RECORDS,
PARCEL NO 3
THAT PORTION OF LOT 1, BLOCK 2, OF THE LA DREW SUBDIVISION, IN THE
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED
IN BOOK 12, PAGE 44 OF MAPS RECORDS OF SAID COUNTY, MORE
PARTICULARLY DESCRIBED AS FOLLOWS;
BEGINNING AT THE SOUTHEASTERLY CORNER OF SAID LOT 1.
THENCE ALONG THE SOUTHERLY LINE THEREOF, SOUTH 89 DEGREES 33' 53'
WEST, 628 46 FEET TO THE SOUTHWESTERLY CORNER OF SAID LOT;
THENCE ALONG THE WESTERLY LINE THEREOF, NORTH 0 DEGREES 24' 43 WEST,
92.74 FEET.
THENCE SOUTH 88 DEGREES 32' 24' EAST, 608 81 FEET,
THENCE SOUTH 44 DEGREES 28' 07 ' EAST 28 74 FEET TO A POINT IN THE
EASTERLY LINE OF SAID LOT, DISTANT 51 95 FEET NORTHERLY. MEASURED
ALONG SAID EASTERLY LINE FROM SAID SOUTHEASTERLY
CORNER;
THENCE ALONG SAID EASTERLY LINE, SOUTH 0 DEGREES 23' 34" FAST, 51 95 FEET
TO THE POINT OF BEGINNING
21
L',caldjm':Agrecments`,PSA $BCTA-Ciy of R d ands 0292 034 02, 05 and 08 RPRP 3S9L 36.docx
PARCEL NO 4
A PARCEL OF LAND CALIFORNIA BEING A PORTION OF LOTS I AND 2, BLOCK 73
Of THE RANCHO) SAN BERNARDINO, IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 7, PAGE 2 OF MAPS
RECORDS OF SAID COUNTY, BEING ALSO A PORTION OF LOT 3 BLOCK 2 A
PORTION OF BLOCK 5 AND A PORTION OF FAIRBANKS AVENUE, PER MAP OF LA
DREW SUBDIVISION RECORDED IN BOOK 12, PAGE 44 OF MAPS, RECORDS OF SAID
COUNTY, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS
BEGINNING Al THE INTERSECTION OF THE SOUTHERLY PROLONGATION OF THE
EAST LLNE OF THAT CERTAIN PARCEL OF LAND DESCRIBED "SECOND" EN DEED
DATED OCTOBER 10 1893, TO SOUTHERN CALIFORNIA RAILWAY COMPANY
(PREDECESSOR IN INTEREST OF THE ATCHISON, TOPEKA AND SANI A FE
RAILWAY COMPANY), RECORDED IN BOOK 191, PAGE 283 OF DEEDS OF RECORDS
OE SAID COUNTY, WITH A LIKE THAT 1S PARALLEL OR CONCENTRIC WITH AND
DISTANT NORTHERLY 15 00 FEET AT RIGHT ANGLES FROM THE CENTER LINE OF
THE VIALN TRACT OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY
COMPANY, BEING ALSO THE CENTER LINE OF THAT CERTAIN STRIP OF LAND
50.00 FEET WIDE, AS DESCRIBED "FIRST" IN AFORESAID DEED, RECORDED IN
BOOK 191, PAGE 283 OF DEEDS,
THENCE WESTERLY ALONG SAID PARALLEL OR CONCENTRIC LINE 810 54met-
MORE OR LESS, TO A POINT IN THE SOUTHERLY PROLONGATION OF THE WEST
LINE OF SAID PARCEL DESCRIBED "SECOND",
SAID WEST LINE BEING DISTANT 40 0 MET EAST AT RIGHT ANGLES FROM THE
WEST BOUNDARY OF LOT 2 IN BLOCK 73 OF SAID RANCHO SAN BERNARDINO,
THENCE NORTH ALONG LAST SAID SOUTHERLY PROLONGATION AND WEST LINE
98 27 FEET MORE OR LESS TO A POINT EN THE NORTH LII4E OF SAID PARCEL
DESCRIBED 'SECOND",
THENCE EAST ALONG SAID NORTH LINE 810.00 FEET TO A POINT IN THE EAST
LINE OF SAID PARCEL DESCRIBED 'SECOND' ;
THENCE SOUTH ALONG SAID EAST LINE 65 601EET TO A POINT IN THE NORTH
LINE OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN DEED DATED MAY
10, 1905 TO SAID SOUTHERN CALIFORNIA RAILWAY COMPANY, RECORDED IN
BOOK 360, PAGE 28 OF DEEDS, RECORDS OF SAID COUNTY
THENCE EAST ALONG LAST SAID NORTI=i LINE 70 OD FEET
THENCE SOUTHEASTERLY 203 04 FEET TO A POINT IN THE NORTH LINE OF SAID
50 FOOT WIDE STRIP OF LAND AS DESCRIBED' FIRST" IN SAID DEED RECORDED
IN BOOK 191, PAGE 283 OF DEEDS;
THENCE EAST ALONG LAST SAID NORTH LINE 836 50 FEET'
THENCE SOUTH AT RIGHT ANGLES 10 00 FEET TO A POLNT IN FIRST SAID
PARALLEL OR CONCENTRIC LINE
THENCE WEST ALONG LAST SAID PARALLEL OR CONCEN'IRIC LINE 1,106 50 FEET,
MORE OR LESS, TO THE POINT OF BEGINNING
22
L'ca'djm'.Agrt.ements'PSA SBC.TA City of Redlands 0292 034 02 05 and 08 RPRP 359L. 36.docx
EXCEPTING THEREFROM THAT PORTION WITHIN LOT 2, BLOCK "5" OF LA DREW
SUBDIVISION AS PER PLA1 RECORDED III BOOK 12, PAGE 44 OF MAPS, RECORDS
OF SAID COUNTY,
ALSO EXCEPTING THEREFROM, UNTO SANTA FE ITS SUCCESSORS AND ASSIGNS,
ALL OIL GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING
NOT LESS IRAN 100 FEET BELOW THE SURFACE OI"THE HEREIN ABOVE
DESCRIBED LAND PROVIDED THAT SANTA FE, ITS SUCCESSORS AND
ASSIGNS SHALL NOT HAVE THE RIGHT TO GO UPON THE SURFACE OF SAID LAND
FOR THE PURPOSE OF EXTRACTING SAID OIL, GAS OR OTHER HYDROCARBON
AND MINERAL SUBSTANCES, NOR FOR ANY PURPOSE IN CONNECTION
TI-IEREwrTH, $LT SHALL HAVE THE RIGHT TO EXTRACT AND REMOVE SAID
OIL, GAS, AND OTHER 1YDROCARBON AND MINERAL SUBSTANCES BY MEANS
OF SLANT DRILLED WELLS LOCATED ON ADJACENT OR NEARBY LAND, OR BY
ANY OTHER MEANS WHICH SHALL NOT REQUIRE ENTRY UPON THE SURFACE OF
SAID LAND AS RESERVED IN THE DEED RECORDED APRIL 10, 1959 IN BOOK 4787,
PAGE 282 OF OFFICIAL RECORDS
APN(5) 0292_034.02, 05. 08
23
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EXHIBIT 2
TO
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
Grant Deed
[APN(s) 0292-034-02, 05. 08]
[attached behind this page]
24
Lka'.djm\Agrc..mcntsTSA SBC"TA City of Redlands 0292 034 02, 05 and 08 RPRP 359I. 3b,docx
RECORDING REQUESTED BY:
Commonwealth Land Title Company
4100 Newport Place, Suite 120
Newport Beach, CA 92660
Escrow and Order No
WHEN RECORDED MAIL TO.
SAN BERNARDINO COUNTY
TRANSPORTATION AUTHORITY
1170 W ri Street, 2nd Floor
San Bernardino, California 92410-1715
APN(s) 0392 034.02, 05 & 08 EXEMPT FROM RECORDING FEES E'ER G0VT CODE §27383
EXEMPT FROM DOCLrMil:N7 AR'r TRANSFER TAX PER REV & TAX ( (]DC §l 1977
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of
Redlands, a municipal corporation ("Grantor") do(es) hereby GRANT(S) and CONVEY(S) to
San Bernardino County Transportation Authority ("Grantee") the real property located in the
City of Redlands, County of San Bernardino, State of California, more particularly described the
legal description attached as Exhibit "A" and depicted or illustrated on the map attached hereto as
Exhibit "B", both of such attachments'exhubits are incorporated herein by this reference
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on the date
set forth below
Dated GRANTOR.
City of Redlands, a municipal
corporation
By
Its
Name
25
L t4a dyn',Agreements' PSA SBCTA City of Redlands 0292 034 02, 05 and 08 RPRP 359L_36.docx
ACKNOWLEDGEMENT
A notary public or other officer completing tlus certificate verifies only the identity of the
individual who signed the document, to which this certificate is attached, and not the
truthfulness, accuracy, or a1udity of that document
STATE OF CALIFORNIA )
)
COUNTY OF )
On 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 hisiher their
authorized capacity(ies), and that by his/herftheir signature(s) on the instrument the person(s), or
the entity upon behalf of which 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
WTl`NESS my hand and official seal
Signature - (SEAL)
PSA - City of Redlands 76 RPM' 354L168L1374L 054
56707153 v2
CERTIFICATE OF ACCEPTANCE
(Government Code Section 27281)
This is to certify that the interest in real property conveyed by this Grant Deed to the undersigned
San Bernardino County Transportation Authority ("SBCTA"), the provisions of which
instrument are incorporated by this reference as though fully set forth in this certificate, is hereby
accepted by the undersigned officer on behalt of SBCTA pursuant to authority conferred by the
San Bernardino County Transportation Authority's Board of Directors, Agenda Item 12, adopted
on June 15, 2013, and the Grantee consents to recordation thereof by its duly authorized officer
Description/ identification of real property 25865 CALIFORNIA AVE, City Of Redlands,
California
APN. 0292-034-02, 05 & 08
Dated' By
Carrie Schindler, PE
Director of Transit and Raul Programs
A notary public or other officer completing 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
+Dn 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 capactty(tes), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal
Signature (SEAL)
EXHIBIT "A"
TO
GRANT DEED
LEGAL DESCRIPTION OF REAL PROPERTY
IAPN(s) 0292-034-02, 05, 08
[attached behind this page]
PSA — City of Redlands 28 RPRP-359L368L//379L 0N3
56707153 v2
EXHIBIT A
LEGAL DESCRIPTION
APN 0292-034-02 & 05
RIGHT OF WAY PARCEL RPRP 359L 054.1 and RPRP 368L-054.2 -Take
That portion of Lots 1 and 2, Block 5, and that portion of Depot Avenue adjacent to
said Lots and the West 1/2 of Fairbanks Avenue adjacent on the East by vacation
and resolution of the Board of Supervisors of San Bernardino County, recorded April
12 1950 in book 2560, page 137 of official records, which would pass by operation of
law with a conveyance of said property of the La Drew Subdivision, in the Coun-
ty of San Bernardino State of California, as per plat recorded in book 12, page 44 of
maps, records of said County and a portion of Lots 1, 2 and 3, Block 2, and that por-
tion of the East 1f2 of Fairbanks Avenue adjoining Lot 3 of the West by vacation and
resolution of the Board of Supervisors of San Bernardino County, recorded April 12
1950 in book 2560, page 137, of official records which would pass by operation of law
with a conveyance of said property of the La Drew Subdivision, in the County of San
Bernardino, State of California, as per plat recorded in book 12, page 44 of maps,
records of said County descnbed as follows
Being a 10 00 foot wide strip of land the Northerly sideline Tying 10 00 feet North of the
following described line
Beglnn;ng at the Northeast corner of Parcel 19 as described in vesting deed to San
Bernardino Associated Governments (SANBAG) per Document No 93-137041,
recorded March 29, 1993 in the Office of the County Recorder of said County, said
corner being at Railway Station 6+16 and being 15 00 Northerly of the centerline of the
SBCTA (formerly SanBag) Railway as shown on Record of Survey Map 148!73-92
Recorded March 7, 2012, Thence along the Northerly Line o4 Parcel 19 and Parcel 18
as descnbed in said vesting deed the following South 89°34'14' West 1731.04 feet to
the beginning of a 1417 31 foot radius curve concave Northerly, thence Westerly along
the arc of said curve through a central angle of 7'41'55' a distance of 190 44 feet to the
Point of Terminus a paint on the Easterly sideline of Bryn Mawr Avenue having a half
width of 35 feet as shown on said Record of Survey
The Northerly sideline of said 10 00 foot wide stnp of land to be shortened or extended
so as to terminate Easterly in the West line of Parcel 20 of said vesting steed to San
Bernardino Associated Governments (SANBAG) per Document No 93-137041,
recorded March 29, 1993 and Westerly in the Easterly right-of-way line of Bryn Mawr
Avenue
Said parcel contains 19 215 square feet, more or Tess
PAGE 1 OF 2
pUalTurvey„4r4ryNall55.emp-back5 firs']esvn.roJ2+3I5t]533 35 Iwr- Kjin2011-aWriz.bonsvpp-3S4.-O51.]M3 4p 35P ar-! 38.5;
legal doe
PS A - City of Redlands 29 RPRP 359L368L379L 054
56707153 v2
Attached hereto is a plat labeled Exhibit B and by this reference made a part thereof
Distances shown hereon are grid distances in U S Survey feet To obtain ground level
distances, multiply distance by 1/0 99993920 All bearings shown hereon are grid based
upon the Californta Coordinate System, Zone 5, CCS83, (Epoch NSRS-2007) Bearings
from reference deeds/maps may or may not be in terms of said system
A4,
DAVID W AMBLER
L.S 7322
4•o
DATE
PAGE 2 OF 2
pt19331rivey_ondryt393355413'p0.10456hruh10$10-1w7015381355.1 p•new'r¢a120iTa[.ginarori'rprp.35W0540533•11503531anA36d1
Iegi.
PSA — City of Redlands 30 RPRP 359U368LJ379L-054
56707153 v2
EXHIBIT A
LEGAL DESCRIPTION
APN 0292-034-08
RIGHT OF WAY PARCEL RPRP 379L-054 3-Take
That portion of Lot 1, Block 2, of the La Drew Subdivision in the City of Red-
lands, County of San Bernardino, State of California, as per plat recorded in Book
12, Page 44 of Maps, filed in the office of the County Recorder of said County, more
particularly described as follows
Beginning at the Southeast corner of said Lot 1, said comer being on North line of
Parcel 20 as described in vesting deed to San Bernardino Associated Governments
(SANBAG) per Document No 93-137041, recorded March 29, 1993 in the Office of the
County Recorder of said County and shown on Record of Survey Map 148173-92
Recorded March 7, 2012, thence along the North line of said Parcel 20 South
89'34'14" West, 61 93 Feet, thence leaving said North line, North 0O'23'33" West,
52 27 Feet, thence North 89°36'27" East 61 93 Feet to a point on the East line of said
Lot 1, thence along said East line, South 00°23'33" East, 52 23 Feet to the Point of
Beginning
Said parcel contains 3,236 square feet, more or less
Attached hereto is a plat labeled Exhibit B and by this reference made a part thereof
Distances shown hereon are grid distances in U S. Survey feet To obtain ground level
distances, multiply distance by 1/0 99993920 All bearings shown hereon are grid based
upon the California Coordinate System, Zone 5, CCS83 (Epoch NSRS-2007) Bearings
from reference deeds/maps may or may not be in terms of said system
DAVID W AMBLER DATE
L S 7322
PAGE 1 OF 1
A 538335SURVEY BNDRY53833 53•RPRP ba4.4k9-rinalDe•gn Nov2G15%3.833 55 RPRP NewRI Jan2817•A.gwsbwts.RPRP•319C 05a13E33 55
RPPR 371E 054 3 Legal tloc
PSA — City of Redlands
56707153 v2
EXHIBIT "B"
TO
GRANT DEED
MAP Of REAL PROPERTY
(APN(s) 0292-034-02, 05, 081
[attached behind this page]
31
RPRP 3391136811379L 054
P.O.B. INDICATES
POINT OF
BEGINNING
L
INDICATES RIGHT OF WAY TAKE
EXHLBIT B
RPRP-359L-054 AND 368L
APN 0292-034-02 AND 05
City of Redlands, CA
(L PARCEL 18 OF GRANT DEED TO SAN BERNARDINO
ASSOCIATED GOVERNMENTS RECORDED IN INSTRUMENT
N0 93-137041, aR
i PARCEL 19 OF GRANT DEED TO SAN BERNARDNO
ASSOCIATED GOVERNMENTS RECORDED N INSTRUMENT
NO 93-137041, OR
(1) PARCEL_ 20 GRANT DEED TO SANARDINO
ASSOCIATED GOVERNMENTS RECORDEDBINR I ANSTRUMENT'
NO 93-137041, 0.1t
\\., -0.- ,,,,
..„ jab, 4citi(eal . v
4 ` .
scD ii,
ds4''''''---
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{ ,,
clk
�x
DAVID W AMBLER, LS 7322 DATE
PROJECT DESIGN CONSULTANTS
Planning ILenditwee/vehiteeture IErgIneerInp I Survey
toe to Aw'dl4 gne
Etr"C.hrAr
4sW&M7r Tr
elknil.160
kJair lMtcY. n??4 - T.ii tiF.IA A'd�'�,2ti954A01.-Adw. ATcFW/rKT,t.rrr 4Tx't..Lyr oti-n11e.;
i'
ILA
SHEET 1 OF 2
PSA — City of Redlands
56707153 v2
32
RPRP 3591J368L/379L 054
EXHIBIT B
RPRP-359L--0 54 AND 36E L
APN 0292-034-02 »D 05
City of Redlands, CA
,A04r (11)
o
� '
,r.
cliNVied
4
jle
PROJECT DESIGN CONSULTANTS
Plant nq I lendecgre Architecture Itnalnnorinp I Survey
Motto
roais�rrh
an,1xn
SHE£T 2 OF 2
NCI
475
PSA - City of Redlands
56707153 v2
33
RPRP 359U368L579L-054
LEGEND EXHIBIT B
P.0 8 INDICATES RPPR-379L-054
POINT OF
BEGINNING APN 0292-034-08
INDICATES RIGHT—OF—WAY TAKE CM' OF REDLANDS, CA
INTERSTATE 10
RPRP-379L- 054 3
3,235.82 S,F.
I 07 1 BLK
MB l 4 4 k
RS 3 :.
APN 0292-034-08 f'
S89 34'14'
_ PARCEL 20 OF GRANT DEED TO SAN
BERAIARDINO ASSOCIATED GOVERNMENTS
RECORDED IN INSTRUMENT NO. 93-137041.
1.0
Ct
Yf .4/ -- 4
DAM W AMBLER, L S 7322 DATE
r07 Et Strt, Suns BOP
40, PROJECT DESIGN CONSULTANTS so. w.c+`a inl
Planning !landscape Architecture I Engineering I Survey "ar
SHEET 1 OF 1
.IC
e
FREEWAY
1 N
r j8j i .M,F.,IR 6'JA'17O, r-f1,,a.( 't 64,N 37% -054-e41,4;',K
EXHIBIT 3
TO
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
Entry, Possession and Use Provisions
[APN(s) 0292-034-02, 05, 08]
A Grant of Use Seller hereby irrevocably grants to Buyer and/or its assignee for no
additional monetary consideration beyond the compensation that Seller will receive upon Buyer's
acquisition of the Transfer Portion either through a contract currently being or to be negotiated or,
in the event the parties do not negotiate or are unable to agree to the terms of that contract, through
a condemnation action, a right of entry, possession and use of the 1 ransfer Portion, on the terms
described in item B below
l3 Use of the Property Buyer shall have the right to enter upon and use the Transfer Portion
for any purpose whatsoever related to the construction and/or operation of the Project (the
•
"Permitted Activities")
C Buyer's Right to Terminate Work Buyer shall have no obligation to commence or
complete any of the Permitted Activities
D No Cost to Seller Buyer shall bear all costs and expenses in connection with Buyer's use
of the Property
E Eminent Domain By granting the irrevocable right of entry, possession and use of the
1 ransfer Portion as set forth in this EXHIBIT 3 to Buyer, Seller agrees to the following. ( I ) Seller
shall not object to the tiling of an eminent domain proceeding to acquire the Transfer Portion, (2)
in any eminent domain action filed by Buyer to acquire the Transfer Portion, Seller shall not
challenge Buyer's right to take the Transfer Portion and the only issue shall be the amount of just
compensation for the Transfer Portion, (3) in the er,ent proceedings in eminent dornain are begun,
the date of valuation for determining the amount of just compensation for the 1 ransfer Portion
shall be the date on which Buyer files the complaint in said proceeding; and (4) this Agreement,
including, without limitation, the entry, possession and use provisions set forth in this EXHIBIT
3, shaIl control and, therefore, Buyer need not obtain a court order for possession in connection
with any eminent domain action or proceedings
P Parties' Intent to Be Bound The Parties intend that this Agreement, including, without
limitation, the right of entry, possession and use provisions set forth above in this EXHIBIT 3,
constitute a binding contract In particular in this regard, Seller acknowledges and agrees that it is
important for Buyer to have assurances that the Project may be constructed in a timely manner,
and that the rights granted to Buyer in the right of entry, possession and use provisions set forth
above in this EXHIBIT 3 to the Agreement are crucial to the Project s success 1n the event of any
dispute concerning the right of entry, possession and use provisions set forth above in this
EXHIBIT 3, the Parties agree that monetary damages w ill not be adequate to make them whole,
and intend for the teens of such nght of entry, possession and use provisions to be specifically
enforceable
?SA — Cny of Redlands 34 RPRP 35911365L379L-054
56707153 v2
EXHIBIT 4 TO
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
Special Provisions
[AI'N(s) 0292-034-02, 05, 08]
1. SBCTA113uyer shall ensure that its contractor installs a welded wire mesh fence and
gate(s), as described below in this item I of the Special Provisions, on the new property line
separating the Transfer Portion from the remainder of the Property Additionally (in accordance
with the Grant Deed or otherwise), SBCTA/Buyer will provide the City/Seller with (or the
City/Seller will be entitled to and shall reserve) an access easement over the Transfer Portion and
SBCTA/Buyer will provide keys for the gate(s) that SBCTABuyer (through its contractor) will
install to the City/Seller, so that City/Seller personnel can access said remainder of the Property
Further, SBCTA/Buyer acknowledges and agrees that the City/Seller will require and that
SBCTA/Buyer (through its contractor) shall install and provide (i) a sixteen foot (16') gate or gates
and (ti) a drive approach on and through the Transfer Portion (in the area of the access easement
referenced above) to access the orange grove located on the remainder of the Property
2 The existing chain link fence located on the Property will be relocated by SBCTAJBuyer
(through its contractor) on the new property line separating the Transfer Portion from the
remainder of the Property
3 In the event and to the extent that the orange grove irrigation system located on the Property
is not protected in place in connection with, is damaged or destroyed by, or cannot be operated or
used as a result of the Project, as the Project is constructed, operated, maintained, repaired and. or
used on the Transfer Portion or the other property of SBCTAIl3uyer, SBCTA/Buyer shall pay or
reimburse the City/Seller for any and all costs reasonably incurred to perform the work to relocate,
repair and/or replace said irrigation system in accordance with the written orange grove irrigation
system relocation, repair and/or replacement plan mutually developed and agreed upon by the
Parties and reasonably satisfactory to each of them, and in this regard, for example, each Party
agrees to be and make its representatives reasonably available to meet with the other Party,
including its representatives, to develop and agree upon the terms of such plan and neither Party
shall unreasonably withhold, condition or delay its consent to the plan The irrigation system
relocation, repair and/or replacement work contemplated by this item 3 of the Special Provisions
and to be performed in accordance with the plan referenced above shall be and shall be deemed to
be complete upon such work being completed to the reasonable satisfaction of the City Seller as
indicated by the approval of such v, ork by the City/Seller, such approval shall not be unreasonably
withheld, conditioned or delayed
PSA — City of Redlands 35 RPR' 359L368L379L 054
56707153 v2
Minute Action
AGLNDA 1 I LM. 19
Date. January 9, 2019
Subject
Redlands Passenger Rail Project, Rteht-of WaA, Acquisitions Update
Rec'c»ii,nc'Rtlatioil
Receive and Tile an update of the right of -way acquisitions associated with the Redlands
Passcneer Rail Protect
Bes a gromul:
On November 2 2016 San Bernardino County '1 ransportation Authority (SBC I A) Board al
Directors authori-red staff to proceed w ith acquisitions of properties necessary for the Redlands
Passenger Rail Project (RPRP or Project) In addition the Director of Transit and Rail Programs
was authorised to modify the parcel list as needed Following S13C I A Board direction an update
of they acquisition of properties necessary for RPRP was provided to the SI3C1 A Board of
Directors on June 6 2018
Acquisitions identified for the RPRP were deliberately limited to those necessary for the
construction of the Projcct With the e\ceptlon of one (1) full property acquisition located east
of t; Street in the Cit) of San Bernardino the needed right-of-wa) will be partial acquisitions
located primarily at tlu grade crossings and temporary construction easements needed for access
1 he inipro\cments proposed on the acquired properties include signal impro'.ements. pedestrian
crossings drainage, unlit\ relocations and accessibility modifications
Mc parcel list was pre\ roust. updated with the finished design and since then a couple of
parcels ha\e been adjusted to accommodat, strght design recisions Additionalh. the parcel list
includes a Ltencral update to earners and the Project Acquisition plumber 1n accordance with the
aulhoi i7ation pro ided on No' ember 2 2016 stall has prepared an updated parcel list included
as Attachment A
Financial rtnputt:
this item is consistent ‘ith the SBC CA 1 iscal Year 2018/2019 adopted budget
Reviewed Br.
This item was recei'ed by the fransit Committee on December 13, 2018
Rerpo►isrhk' Staff•
Andres Ramirez Chief of -Transit and Rail Prot rams
Eniui Soh Bel nardnzo C'r unn T1 C11?SI)l11'tfinwt Author i1
Board of Directors A_aenda kern
Januark 9 2019
Paine 2
IRIF''t '1 R} ( 1 I\ I- I)
San Bernardino Count} 1 r,1nvportation :tiuthol it‘
�PPrv�+4.J
Iiif,iril ��i I11T�CIOfi
2(11 )
Witoc;ied th
Mal an' Rib ft ll : C luk of 01 tli) /010
ATTACHMENT "A
Redlands Passenger Rail Project — Updated Property Impact List —11/15/2018
NO ACQUISITION
NO,
4
APN ••
VESTING
RPRP-011
NAME OF OWNERIPRINCIPALL PROPERTY TYPE
0136-121-33 MIRANDA FAMILY HOLDINGS LLC
0136 121-39
0136 122-89 SAN BERNARDINO COUNTY FIRE
0136-122-90 PROTECTION DISTRICT
RGE 1.4IReNDA
MARK A HARTWIG
FIRE CHIEF
COMMERCIAL
COMMERCIAL
0136 122 82
WE TBROO-F-AMfl r-R l T
THE—BOTTS FAMILY TRUST
ROBERT E & BEVERLY ANN
BOTTS
SMITH UAL
0136-033-26 CHRESTEN M KNUDSEN FAMILY
LIMITED PARTNERSHIP
HAROLD TRUITT WESTBROOK
II
PENNY K WESTBROOK
ROBER F E BOTTS
BEVERLY ANN BOTTS
COMMERCIAL
DON R SMITH
BARBARA R SMITH
H MARK BEGUELIN JR
ELLEN C JOHNSTON
EDWARD T FLETCHER JR
MARY FLETCHER
G LOUIS FLETCHER
JANET G FLETCHER
MARILYN LEIBERG KNUDSEN
INDUSTRIAL
5
RPRP-014
0136-122 81
WENHUI LIANG
6
RPRP-015
11435-042,08
I1Q
0136 042 10
0136-042-11
0136-042-12
V#OR R-ET L
VIDMAR REVOCABLE TRUST
7
RPRP-012
0136-033-27
0136-122-78
8
RPRP 019
0136-221-28
CITY OF SAN BERNARDINO
9
RPRP 007
RPRP-009
0136 032 22
0136 032 2,3
0136 033 22
10
RPRP-021 0136 251 37
WENHUI LIANG
COMMERCIAL
BARBARA L VIDMAR
JOHN C VIDMAR
MARCIA VIDMAR
JOHN R VIDMAR
DORIS N VIDMAR
COMMERCIAL
CHRISTINE LI
TWENTY-SEVEN SAC
SELF STORAGE LIMITED
PARTNERSHIP
PUBLIC FACILITIES
INDUSTRIAL
PUBLIC FACILITIES
CHRISTINE LI
INDUSTRIAL
ERIC GRISHAM FAMILY TRUST
Page 1 of 6
INDUSTRIAL
ERIC E GRISHAM COMMERCIAL
ATTACHMENT "A
Redlands Passenger Rail Project — Updated Property Impact List—11/1512018
NO
ACQUISITION
NO,
APN
VESTING NAME OF OWNERIPRINCIPAL
11
12
RPRP-031
RPRP 030
13
14
15
RPRP 032
RPRP-034
RPRP 035
0136-321 04
RPRP-027
RPRP-029
RPRP-043
RPRP-090
RPRP-126
RPRP-028
16
RPRP-038
17
0136 401 65
0136 462-05
0136 451 02
0136 452-26
0136-321-31
0136-321-38
0167-401
0170-181-41
0170-181-43
0281-021-17
0281-021-21
0281-021-26
0281-031-29
0281-041-13
0281-111 22
0292-034-21
0292-034-23
0292 034-44
0292-034-11
0292-034-15
SALVADOR ANAYA CIO
COMMUNITY IRON
E & W PROPERTIES LLC
WASHINGTON LAND VENTURES
LLC
SALVADOR ANAYA
EDWARD BOYD
SAN BERNARDINO FLOOD
CONTROL DISTRICT
0136 401-68 MAD ATOM, LLC
0136-431-14
RPRP-039
0136-431-34
18
RPRP 041
0281-411-01
LGW EQUITY LLC
GREGORY M ARIAS
PROPERTY TYPE
INDUSTRIAL
INDUSTRIAL
INDUSTRIAL
PUBLIC FACILITIES
INDUSTRIAL
INDUSTRIAL
GREGORY M ARIAS
CALIFORNIA HOUSING
FOUNDATION
STEVE VON RAJCS
INDUSTRIAL
COMMERCIAL
Page 2 of 6
NO
ACQUISITION
N,
19 RPRP 040
20 RPRP-044
RPRP 048
ATTACHMENT "An
Redlands Passenger Rail Project - Updated Property Impact List-11/1512018
APN
0136 431 01
0281-021-30
VESTING NAME OF OWNER)PRINCIPAL
MARTIN ETAL
COOLEY PROPERTIES LP
0281-041-29
FORD WHOLESALE CO , INC
RPRP-42
22 f-ZPRP-CI16
RPRP 131
0281-011-48
11284-02-4-40
0281 301 18
0281 301 19
0281-041-15
0281 041 34
0281-431-01
0281 431 02
0281-431-03
0281-431-04
CITY OF RIVERSIDE
23
RPRP-047
0281-041-36
24
25
26
RPRP-050
RPRP 049
RPRP-053
0281 201 01
REAGENT CHEMICAL &
RESEARCH INC
7
PROPERTY TYPE
WILLIE MARTIN, JR
MICHAEL MARTIN
AALIYAH ABDULLAH
GLLNDA BURNETT
CHARLEENA FAIRLEY
M L THOMAS
INDUSTRIAL
INDUSTRIAL
INDUSTRIAL
INDUSTRIAL
INDUSTRIAL
INDUSTRIAL
INDUSTRIAL
C T CORPORATION SYSTEM
VIVIAN IMPERIAL
IAD HANHOUN AND
SHEREEN HANHOUN
IAD HANHOUN
SHEREEN HANHOUN
0281 102 11 COUNTY OF SAN BERNARDINO
0292-032-01
0292 032-47
0292 032 23
0292 034 15
CALTRAN S
ADMINISTRATIVE/
PROFESSIONAL
SINGLE FAMILY
RESIDENTIAL
INDUSTRIAL
COMMERCIAL
Page 3 of 6
ATTACHMENT 'A"
Redlands Passenger Rail Project - Updated Property Impact List --11/15/2018
NO I ACQUISITION
NO
27
APN
RPRP 054
RPRP 056
RPRP-058
RPRP-076
RPRP-089
RPRP 094
RPRP-097
28 RPRP 130
0169-281-19
0169 362-08
0170-142-07
0170-181 44
0170-191-39
0292-034-02
0292 034 05
0292-034 08
0292-064-02
0292 034 17
VESTING
NAME OF OWNER/PRINCIPAL PROPERTY TYPE
CITY OF REDLANDS
OHANIAN REVOCABLE TRUST
COMMERCIAL
INDUSTRIAL
PUBLIC FACILITIES
PUBLIC FACILITIES
PUBLIC FACILITIES
COMMERCIAL
COMMERCIAL
COMMERCIAL
PUBLIC FACILITIES
29 RPRP 055
0292-034-16
30 RPRP-057
31
RPRP-071
RPRP-072
RPRP-129
32
RPRP-060
0292 064 22
0"69 261-24
0169-271-44
0171-022-13
0171 022 19
0292-064 03
0292-064 05
CHASE MANAGEMENT INC
COMMERCIAL
H TROY FARAHMAND COMMERCIAL
STRICKLER COMMERCIAL LLC
CORBIN STRICKLER
PROPERTY ONE LLC
TYRA FAMILY TRUST
COMMERCIAL
RESIDENTIAL -
INDUSTRIAL
RESTRICTED
COMMERCIAL
TYRA FAMILY TRUST
33 RPRP 061 0292 C64-12
34
35
UNITED STATES POSTAL
SERVICE
COMMERCIAL
COMMERCIAL
0169 371 02 G & M GAPCO LG C
RPRP-on
38
RPRP-075
0169 281-39
0169 281-34
0169-281-45
37
6
RPRP 080
0169-212-27
PROPERTY ONE, LLC
4 RR n SCu ;IK
COMMERCIAL
SPIRIT MASTER FUNDING X, LLC
COMMERCIAL
ORANGE STREET PLAZA LLC
01-69-314 16
COMMERCIAL
NASEEM MOALEJ
COMMERCIAL
GE-NTTENNIA -P AZA-LLG
IOC
COMMERCIAL
Page 4 of 6
ATTACHMENT "A"
Redlands Passenger Rail Project — Updated Property Impact List—1111512018
NO
39
ACQUISITION
NO.
RPRP 083
RPRP-085
40
APN
0169-312-01
VESTING
NAME OF OWNER/PRINCIPAL
AMCOR PROPERTIES, LLC
0169-236 07
41 RPRP 082 0169-234-01
42
43
44
45
RPRP-084
RPRP-086
RPRP 096
0169-321-01
0169 321-02
PROPERTY TYPE
LOUIS T BURCH
JAMES F VER STEEG SR
TODD ETAL
ALLEN ETAL
REDLANDS FOOTHILL GROVES
0170-191-40
RPRP-091
0170-181 46
0170-181 49
RPRP 018
0136 061-16
INDUSTRIAL
JAMES F VER STEEL SR
INDUSTRIAL
S TODD ALLEN
JOY A ALLEN
ANTHONY CINQUE
JODI L CINQIJE
MARILYN ALLEN
CATALINA GARDENS -RIVERSIDE,
LLC
UNION PACIFIC RAILROAD
COMPANY
INDUSTRIAL
COMMERCIAL
INDUSTRIAL
DONALD R MARABELLA
GABRIELLA PARRISH
46
47
48
RPRP 020
0136-221-36
LEONARD & MARIA KNAPP
RPRP-022
0136 321 54
51
52
RPRP-023
RPRP-051
RPRP-062
RPRP 063
RPRP G65
53
54
RPRP 073
RPRP-087
SINGLE FAMILY
RESIDENTIAL
PUBLIC FACILITIES
GABRIELLA PADDISI-i
RESIDENTIAL
LEONARD & MARIA KNAPP
HU FAMILY TRUST
0136-221-41
0136 221-42
PRIMA -MILL LLC
COMMERCIAL
HU FAMILY TRUST
COMMERCIAL
0281-211-19
0292-063-57
0169-362-15
0169 371 16
0169-271-54
0169 244-37
CARLOS GARCIA &
ALEJANDRA NARANJO
CHASE HOLDINGS LP
COMMERCIAL
CARLOS GARCIA &
ALEJANDRA NARANJO
RESIDENTIAL
COMMERCIAL
FRANCHISE REALTY INTERSTATE
CORP
THOMAS 0 BELL
NYS NORTH, LLC
THOMAS 0 BELL
STUART STREET REDLANDS LLC
COMMERCIAL
COMMERCIAL
COMMERCIAL
COMMERCIAL
Page 5 of 6
ATTACHMENT A
Redlands Passenger Rail Project — Updated Property Impact List —11/15/2018
NO
55
ACQUISITION
NO,
56
RPRP 088
RPRP-099
57
58
RPRP-108
APN
VESTING
0170-131 20
0170-201-19
0170 201 20
NAME OF OWNER/PRINCIPAL 1 PROPERTY TYPE
TIMOTHY BEST
REDLANDS PROPERTY
MANAGEMENT TR
TIMOTHY BEST 1 COMMERCIAL
0136 321-49
LIH INVESTMENTS, LLC
RPRP-109
0281-102-16
59
RPRP-125
0141-431-12
60
RPRP-127
VALACAL COMPANY
IPT WATERMAN DC LP
0136-321 30
0136-321-40
61
RPRP-128
62
RPRP-022 1
0136-411-10
GOSAENLEZ LLC
199 EAST CENTRAL AVENUE LLC
0136-321 S5
BURCHCO, LLC
RESIDENTIAL
INDUSTRIAL
INDUSTRIAL
COMMERCIAL
COMMERCIAL
COMMERCIAL
COMMERCIAL
Page 6 of 6