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HomeMy WebLinkAboutContracts & Agreements_241-2018AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS This AGREEMENT Or PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into, and effective as of December 18, 2018 ( Effective Date"), by and between San Bernardino County Transportation Authonty (SBCTA) ("Buyer"), and City of Redlands, a municipal corporation (City) ("Seller"), with reference and respect to the `Recitals" set forth in paragraphs A, B 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 the SEC (south-east corner) of California Street and Eastbound 1-10 onramp within the City of Redlands, San Bernardino County, California, designated as Assessor Parcel Number(s) 0292-064.02 and more particularly described in EXHIBIT t attached hereto and incorporated herein by this reference ("Property") l Buyer desires to acquire a portion or portions of the Property and an easement on 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 and; or interest(s) in the Property to be acquired are as follows 1 Fee/Partial Take. The fee interest in that certain portion of the Property consisting of approximately 11,062 square feet (hereinafter referred to as the "Transfer Portion") and more fully described and depicted in EXHIBIT A and EXHIBIT 13 to the Grant Deed attached hereto as EXHIBIT 2 and incorporated herein by this reference (hereinafter referred to as the ` Grant Deed") 2 Permanent Easement A permanent easement interest (that is, an easement for public sidewalk and pedestnan purposes, hereinafter referred to as the "Permanent Easement") in that certain portion of Property consisting of approximately 76 square feet (hereinafter referred to as the "Easement Area") and more fully described and depicted in EXHIBIT A and EXHIBIT B to the Easement Deed attached hereto as EXHIBIT 3 and incorporated herein by reference (hereinafter referred to as the "Easement Deed"), including, without limitation, any and all improvements located thereon, for the purpose of developing, constructing, operating and maintaining the Project C Seller is willing to transfer the Transfer Portion and grant the Permanent Easement on and subject to the terms set forth in this Agreement, Seller and Buyer hereby acknowledging and agreeing that the Transfer Portion and Permanent Easement are being acquired (i) for public use and are necessary for the construction, operation andtor maintenance of the Project and (ii) pursuant to this Agreement in lieu of a condemnation action or proceeding and or an action or proceeding in the nature of eminent domain L \ca`djm\Agreemenis,,PSA SI3CTA-City of Redlands 0292 064 02 RPRP-380L 05 docx NOW, THEREFORE, in consideration of the foregoing facts and circumstances, the covenants, agreements, representations and/or warranties contained herein, as well as other good and ti aluable consideration, the receipt and sufficiency of which is acknow ledged by each of the Parties, the Parties hereto do hereby agree as follows TERMS/AGREEMENT 1 PURCHASE AND SALE 1 1 Transfer Portion and Permanent Easement Seller agrees to sell the Transfer Portion and Permanent Easement upon and subject to the terms and conditions set forth herein 1.2 Purchase Price The total purchase price for the Transfer Portion and the Permanent Easement is FORTY-ONE THOUSAND DOLLARS AND NO CENTS (S41,000.00) ("Purchase Price") It is understood and agreed between the Parties that payment of the Purchase Price includes, without limitation, payment for any and all improvements in, to, on or about the Transfer Portion, including without limitation seventy-three (73) citrus trees and the 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 S13CTAiBuycr 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 in this Section 1 2 subject, however, to the Special Provisions, as defined in Section I0 17 below. 13 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 1 Opening of Escrow Within ten (10) business days following the Effective Date, Seller and Buyer shall open an escrow ("Escrow") for the conveyance of the Transfer Portion and Permanent Casement with Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660 ("Escraw 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, its writing, of the date Escrow is opened ("Opening Date") 2.2 Escrow instructions 1 his Agreement constitutes the joint basic escrow instructions of Buyer and Seller for conveyance of the Transfer Portion and Permanent Easeinent 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 2 L \ca\djm\Agreements\PSA SBCTA City of Redlands 0292 064 02 RPRP 380L-05 docx Instructions, this Agreement shall govern unless otherwise specifically 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 and the Easement 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 follow ing 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 provided 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 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 terms 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 Taxation 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 and the Easement 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 attributable to the conveyance of the Transfer Portion and Permanent Easement 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 13uyei 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 Permanent Easement and pay the Purchase Price is subject to the satisfaction of the following conditions for Buyer's benefit (or Buyer's w aiver 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 or poor to the Closing Date) 2 5 I 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 w hich 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 3 L ...ca\dyn! AgreemenisTSA SBCTA-City of Redlands 0292 064 02 RPRP 380L 05 docx 2 5 4 All representations and warranties of Seller hereunder shall be true and correct as of the Effective Date and as of the C losing 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 haN,e 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 and Easement Area are. suitable for Buyer's intended use and development, as set forth in more detail in Article 4 below 2 6 Seller's Conditions Precedent to Close of Escrow The Closing and Seller's obligation to convey the Transfer Portion and Permanent Easement 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 approved Escrow Holder's estimated Closing costs statement 2 7 Buyers 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 Pnce 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 3 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 Certificates accepting the Grant Deed and Easement Deed and consenting to recording of same, 4 L'.ca\djm\Agreements\PSA SBCIA Clay of Redlands 0292 064 02 RPRP 380L 05 docx 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, Seiler shall tender (as applicable) to Escrow holder the following -described documents (in recordable form, as necessary or appropriate) 2 8 I The fully -executed and acknowledged Grant Deed and Easement Deed 2 8 2 A FIRPTA (Foreign Investment to Real Property Tax Act) Certtficate/t on -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 2 8 3 Such other documents 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 u ith the issuance of any Title Policy, such as a seller s statement, owner's affidavit, gap indemnity and the like 2 9 Escrow Holder Responsibilities Upon the Closing, Escrow Holder is authonzed and instructed to 2 9 1 Cause the satisfaction and removal of all exceptions to title to the Transfer Portion representing monetary (tens or encumbrances and, with respect to the Permanent Easement, obtain consents and subordination agreements from the holders of such liens or encumbrances, sufficient to assure that the Permanent Easement is both permitted and not junior or subordinate to arty lien or encumbrance which, through foreclosure, could cause a loss of the easement rights represented by the Easement Deed 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 Buyer and Seller of the fees, charges and costs necessary to clear title and proceed with Closing 2 9 3 Record the Grant Deed and Easement Deed, as well as any other instruments, as appropriate, delivered through Escrow 2 9 4 Disburse such other funds and deliver such other documents to the Party or Parties entitled thereto 2 9 5 Cause any Title Policy to be issued 5 L `vcaAm!Agreements\PSA SBCTA-City of Redlands 0292 064 02 RPRP-380L-05 docx 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 3 1 Condition of Title. Title Policy. It is a condition to the Closing for Buyer's benefit that the Transfer Portion and Easement Area be subject only to the Permitted Exceptions and that the Easement Deed be superior to any lien or encumbrance which, through foreclosure or other enforcement, could cause the Permanent Easement to be wiped out as a junior encumbrance At, and as a condition of, Closing for Buyer's benefit, Commonwealth Land Title Company, 4100 Newport Place 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 determined by Buyer, the"Title Policy") in an amount equal to the Purchase Price, showing the Transfer Portion and the Easement Area subject only to the Permitted Exceptions and the Easement Deed, including the easement(s) granted thereunder, as senior to any monetary lien or encumbrance which, through foreclosure or other enforcement, could cause the Easement Deed, including the easement(s) granted thereunder to be wiped out, 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 andior 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 poor to the Closing 3 2 5 Any other exceptions to title which are or will become subordinate to the Easement Deed as reflected in the Title Policy pursuant to subordination agreements acceptable to Buyer and the 1 itle Company. 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 B exceptions set forth in such report (collectively, the "Title Report") 6 L'ca\djrn\AgreementsU'SA SBCf A -City of Redlands 0292 064 02 RPR -380L 05 docx 4 SUITABILITY AND CONDITION OF PROPERTY 4 I Deterrnmation of Suitability and Approval of Environmental and Other Conditions It t3 a condition precedent to the Closing for Buyer's benefit that Buyer has determined that the Transfer Portion and Easement Area are suitable for Buyer's intended use, as determined by Buyer in its sole discretion Pnor to the Closing Date, Buyer shall determine whether the Transfer Portion and Easement Area are 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 deetned 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 and Easement Area are suitable, such determination by Buyer shall not alter or diminish Seller's covenants, agreements, representations andIor warranties made herein or under law, unless a representation or warranty is expressly and specifically waived in wasting in whole or in part by Buyer In the event Buyer determines that the Transfer Portion and Easement Area are, or any of them is, not suitable, then Buyer may terminate this Agreement as provided in Section 6 1 below 4 2 Inspections. Testing and Riht of Entry Prior to Closing, Buyer may conduct, at Buyer's sole expense, such inspections and testing of the Transfer Portion and/or Easement Area, including, without limitation, any improvements thereon, as Buyer may desire or deem appropriate, in Buyer's sole discretion, to determine the suitability of the Transfer Portion and Easement Area for Buyer's intended use In conducting such inspections and testing, Buyer shall endeavor to minimize damage to the Transfer Portion and Easement Area, as yell as any improvements thereon, and shall, in the event the Closing falls to occur as the result of a condition outside of Buyer's control, return the Transfer Portion and Easement Area, including the improvements thereon, to its condition prior to the inspections and testing, except that Buyer shall have no responsibility or liability for returning the Transfer Portton and Easement Area to their prior condition to the extent that any change or modification resulted from (i) reasonable wear and tear, (n) force majeure or (itt) any other cause not within the reasonable control of Buyer, including, without limitation, the acts or omissions orally person or entity other than Buyer andlor its Representatis es Seller hereby grants to Buyer and its Representatives permission and a license to entei upon the Transfer Portion and Easement Area at all reasonable times prior to the Closing Date for the purpose of conducting such inspections and testing In the event the Transfer Portion and/or Easement Area is occupied by any person(s) other than Seller, Seller shalt snake arrangements w ith 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 4 2 Buyer shall protect, indemnify, defend, and hold Seller 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 Seller may incur, suffer or sustain by reason of or in connection with any act or omission of Buyer arising from the investigations, inspections and other due diligence of Buyer or on Buyer's behalf under this Agreement prior to the Closing, provided, however, that Buyer shall not indemnify, defend, or hold Seller free and harmless from or with respect to any pre-existing condition, whether or not known to Seller, including without limitation any issues arising as a result of hazardous materials existing on the Property, provided, further, that, notwithstanding the foregoing proviso, Buyer's indemnity obligations shall apply in the event that, but only to the extent that, Buyer's pre -closing acts or omissions, including pre -closing negligence or willful L \ca'\tiam\,AgreernentsTSA SI3CTA City of R4dlands 0292 064 02 RPRP-380L 05 docx conduct or misconduct, results in the exacerbation of a pre-existing; condition, including without limitation, for example, if hazardous materials are placed on the Property by Buyer 5 SELLER'S ACKNOWLEDGMENT AND GENERAL RELEASE 5,1 rull Satisfaction Seller acknowledges that, in accordance with applicable provisions of California law, Seller may be entitled to the payment of relocation expenses, payments for loss of goodwill, inverse 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 and Easement Area 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 ol, for and with respect to the Benefits, including, without limitation, Just compensation, lease bonus value, business goodwill, furniture, fixtures and equipment, precondemnauon damages, claims of inverse condemnation, attorneys` fees, costs, interest, and any and all other damages in complete settlement of all churns (known and unknown), causes of action and demands of Seller against Buyer because of Buyer's purchase of the Transfer Portion and Permanent Easement and for any and all claims (known and unknown) arising from or relating to the purchase and sale which is the subject of this Agreement Consistent w nth 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 provide the Benefits to Seller and to compensate Seller not only for the purchase of the Transfer Portion and Easement Area, but also for construction and/or 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 of related to Buyer's acquisition of the Transfer Portion and Easement Area, whether known or unknown, foreseeable or unforeseeable, including, without limitation, construction and/or 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 and/or Easement Area, 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 and Permanent Easement (including, without limitation, any and all rights thereunder as well as in and to the Easement Area) or any preliminary steps thereto or (ii) 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, Calitornia Civil Code Section 1542, w hich provides as follows 8 L'ca'lljm'+AgreementsTSA SBCTA-City of Redlands 0292 064 02 RPIi.P-380L-05 docx "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 and Easement Area under or pursuant to the Easement Deed to Buyer or the construction andor operation of the Project, Seller may have sustained damages, losses, costs ardor 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 is Initials The foregoing acknowledgment and release shall survive the Closing as well as the recording of the Grant Deed and Easement Deed 5 4 Notice to Others If Seller sells, transfers, assigns or othem ise conveys the Property or any interest in the Property, Seller shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement, including, without limitation, the Easement Deed and the obligations, liabilities and duties as well as the rights 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 or justifying the Permanent Easement 6 TERMINATION, DEFAULTS AND REMEDIES 6 1 Exercise of Rights to Terminate In the event Buyer elects to exerose its right to terminate this Agreement and the Escrow as provided in Section 2 3, 6 3 or 8 5, then Buyer may so terminate by giving notice, in wnnng, of such tenninatiori 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 terrn►nat►ng or breaching, as appropriate, to pay Termination Costs as provided herein and any other obligations which expressly survive termination, shall cease and terminate 9 Ldjm\Agreemenns,PSA SBCTA-City of Redlands 0292 064 02 RPRP-380L-05 docx 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 Agreement and the Escrow by giving notice, in writing, of such termination to Buyer and Escrow Holder In such event, 13uyer 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 othei 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 rights or remedies which Buyer may have at law or in equity, mLluding, 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 (n) 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 witting, 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, less 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, from all liabilities associated with such termination excepting for Escrow Holder's obligations to return funds and documents as provided herein 7 REPRESENTATIONS AND WARRANTIES 7 I 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 Agreement 7 1 I Authanty Seller owns the Property in fee simple and has full power and authority to sell, transfer andi'ai otherwise convey the Transfer Portion and Permanent Easement 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 pnor to the Closing have been, or will be, duly executed and delivered by Seller and are, or will be, 10 I '.ca..,djm'Agrcernents PSA SBCTA City orRedlands 0292 064 02 RPRP-380L 05 docx legal, valid and binding obligations of Seller, sufficient to convey the Transfer Portion and Permanent Easement to Buyer and are enforceable in accordance with their respective terms 7 I 2 No Unrecorded Possessory Interests, No Agreements or Undertakings Other than as is disclosed or covered by Subsections 7 l 4 and 7 15 below, to the best of Seller's knowledge there are no agreements for occupancy in effect for the Property, including the Transfer Portion and/or Easement Area, and no unrecorded possessory interests or unrecorded agreements that would adversely affect Buyer's use of the Transfer Portion and/or Easement Area Seller will not enter into any agreements of undertake any obligations poor to Closing which will in any w ay burden, encumber or otherwise affect the Transfer Portion and/or Easement Area without the prior written consent of Buyer, including, without limitation, any agreements for occupancy or use of the Property 7 1 3 No Liens or Encumbrances Other than as is disclosed and covered by Subsections 7 1 4 and 7 1 5 below, to the best of Seller's knowledge the Property, including the Transfer Portion and Easement Area, is free and clear of and from hens 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 Easement Area as well as under the Grant Deed, Permanent Easement and Easement 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 and Easement Area, 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 and/or the Easement Deed, Including, without limitation, the Permanent Easement, 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), deeds) of trust anchor other security instrument(s), Seller shall be responsible and liable for 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 and/or the Easement Deed, including the subordination of the encumbrance(s) to the Permanent Easement, in form and substance satisfactory to Buyer, to preserve the permanence and/or sun. ival of the Permanent Easement Seller agrees and consents to the subordination of the security instrument(s) and will cooperate with Buyer in seeking the consent(s) and/or subordination(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) and/or subordination(s) 1I L \c dirn\Agreemcnis'PSA SBCTA City of Redlands 0292 064 02 RPRP-380L-O5 docx 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 environinental conditions on, under or about the Property, including, without limitation, soil and groundiNater conditions underlying the Property, which could affect the Property, including, without limitation, the Transfer Portion and Easement Area, 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, without limitation, any flammable materials, explosives, radioactive matenals, hazardous or contaminated materials or substances, toxic or noxious materials, substances of related materials or substances, as well as any suhstance whose nature andor 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 (ii) involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by Seller at Closing, in either case, whether at law or in equity, or before or by any federal, state, municipal or other governmental 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 provision 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 Proceedings 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 Permanent Easement and to pay Just compensation for their acquisition Seller understands that, if the transaction(s), including, without limitation. the acquisition(s), set forth an 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 Property andlor interests therein andior portions thereof 7 2 Survival of Representations and Warranties Seller acknowledges and agrees that the covenants, agreements, representations and warranties of Seller set forth in this Agreement shall he true and correct on and as of the Effective Date as well as the Closing, and Seller's liability for any breach, default or failure of the same, including, without limitation, any 12 L lca',djm,AgreementsTSA SBCTA-City of Redlands 0292 064 02 RPRP 3801. 05 docx misrepresentation, shall survive not only the recordation of the Grant Deed and Easement 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 of sustain by reason of or in connection with any misrepresentation made by Seller pursuant to this Article 7 7 3 "As is" Purchase Buyer acknowledges and agrees that Buyer will be acquiring and purchasing the interest in the Properly (that is, the Transfer Portion and Permanent Easement) on an "AS IS," "WHERE 1S" basis, WITH ALL FAULTS, subject only to Seller's covenants and agreements, including without limitation the limited representations and warranties of Seller, expressly set forth in this Agreement (see, for example, Section 7 1 above, including without limitation Subsections 7 1 1 through 7 1 9 inclusive) 8 OTHER 8 1 Notices and Demands All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (in) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e g , Federal Express or United Parcel Service), 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 after the same is deposited in the United States mail 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 gig en 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" Street, 2"`t floor San Bernardino, California 92410-1715 Telephone (909) 884-8276 Facsimile (909) 885-4407 City of Redlands Attn Jeanne Donaldson P 0 Box 3005 35 Cajon Street, Suite 222 Redlands, California 92373 Telephone (909) 798-7531 Facsimile (909) 798-7535 13 L \ca\.djm'.Agreemenis\PSA SBCTA City of Redlands 0292 064 02 RPRP-380L-05 doex 8.2 Indemnity No Party nor any officer, director, employee or agent thereof is responsible for any injury, damage, or liability occurring or arising by reason of anything done or ornitted to be done by any other party under this Agreement It is understood and agreed that each Party shall fully defend, indemnity, and save harmless each other Party, its officers, directors, members, employees, contractors or agents from all claims, liabilities, suits or actions of every name, kind and descnption brought foi or on account of any injury (as defined by Government Code section 810 8) occurring by reason anything done or omitted to be done by the indemnifying Party under or in connection with any work, authority, action or inaction undertaken under this Agreement by the indemnifying party 8 3 Entry, Possession, Use, Construction and Operation 8 3 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 and Easement Area, including, without limitation, the right to remoti.e and dispose of improvements thereon, thereat and/or thereto and construct the Project If Buyer wishes to exercise said right prior to the Closing, Buyer will first provide advance written notice not less than forty-eight (48) hours before entry onto the Transfer Portion and/or Easement Area, and in that event, Buyer shall protect, indemnify, defend and hold Seller 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 Seller may incur, suffer or sustain by reason of or in connection with any act or omission of Buyer arising from the entry of Buyer or on Buyer's behalf under this Agreement prior to the Closing, provided, however, that Buyer shall not indemnify, defend, or hold Seller free and harmless from or with respect to any pre-existing condition, whether or not known to Seller, including without limitation any issues arising as a result of hazardous materials existing on the Property, provided, further, that, notwithstanding the foregoing proviso, Buyer's indemnity obligations shall apply in the event that, but only to the extent that, Buyer's pre -closing acts or omissions, including pre -closing negligence or willful conduct or misconduct, results in the exacerbation of a pre-existing condition, including without limitation, for example, if hazardous matenals are placed on the Property by Buyer The foregoing agreement of Seller shall survive the Closing, including, without Invitation, the recording of the Grant Deed and Easement 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 Buyer elects that the same shall survive, Buyer's rights shall be as set forth in the right ofentry, possession and use provisions attached hereto as EXHIBIT 4 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 l he foregoing agreement of Seller shall survive the Closing, including, without limitation, the recording of the Grant Deed and Easement Deed, or the termination of this Agreement by either party (whether Seller or Buyer) for any reason, including a breach by the other party 14 L \ca'odarn\Agreernents'+PSA SBCTA City of Redlands 0292 064 02 RPRt'-380L-05 docx 8 4 Brokers and Sales Comtnissions Buyer will not be responsible or liable for, and will not be required to pay, any sales or brokerage commissions and/or finder's fees for which Seller has incurred any obligation with respect to the transaction w htch 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, ansing 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 of this Agreement by reason of the actions (or alleged actions) of Buyer Seller's obligations, liabilities and duties under this Section 8 4 shall sur4'ive the Closing or the termination of this Agreement 8 5 Damage or Destruction Should the Property be materially damaged or destroyed by fire, earthquake or other event w ithout 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 Extension 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 and Easement Area are subject only to the Permitted Exceptions and that title to the same are otherwise acceptable to Buyer, (u) that, in accordance with Subsection 2 5 7 and Article 4 above, Buyer has determined that the Transfer Portion and Easement Area are suitable for Buyer's Intended use, and On) 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), release(s) and/or subordination(s) required or contemplated by Subsections 7 1 4 and 7 1 5 above 9 INCORPORATION OF RECITALS, WHOLE AGREEMENT 9 I Recitals The preamble at the beginning of this Agreement as well as the Recitals set forth in paragraphs A, B and C immediately after the preamble are hereby incorporated into this Agreement as if set forth in full in this Section 9 I 9 2 Whole Agreement Consistent with Set.tion 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 1, 5 2 and 5 3 above, the performance of this Agreement by SBCTAIBuyer constitutes the entire consideration for the 1 ransfer Portion and Permanent Easement, including, without limitation, the Grant Deed and Easement 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 15 L \cavitmlAgreements'PSA SBCTA City of Rcdlards 0292 064 02 RPRP-180L-05 docx 10 MISCELLANEOUS 10 I 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 and Easement 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 be 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 Agreetnent 10 4 Counterparts; Copies flits 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 Holder and Title Company shall accept copies of signatures, uicluding, without Iirnuat,on, electronically transmitted (for example, by e-mail, facsitnile, PDF or otherwise) signatures 10 5 Captions An) captions to, or headings of, the articles, sections, subsections, paragraphs, or subparagraphs or other prol,isions of this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision of this Agreement I0 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 provision of this Agreement, 10 9 Governing Law, Venue This Agreement shall he 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 junsdictton in the County of San Bernardino 10 10 Buyer's Assignment Buyer shall have the nght, in its sole discretion, to assign this Agreement as well as its rights and remedies in, to and under the Grant Deed and Permanent Easement/Easement Deed, and any right or obligation herein and therein, to any party of its choice without the prior consent or approval of Seller 16 L ,caAm\AgreementsTSA SI3CTA City of Redlands 0292 064 02 RPRP 380L-0) doex 10 1 i Successors and Assiens This Agreement as well as the Grant Deed and Easement Deed 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 l0 13 Severabilitr�, 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 primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the Parties have participated equally or have had equal opportunity to participate in the drafting thereof 10 15 Legal 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, in the event of the bringing of any action or proceeding to enforce, interpret or construe any of the provisions of this Agreement, including, without Iimitation, 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 written, and (together with the Grant Deed and Easement 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 5 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 pages] 17 L `ca,djrn greementsTSA SBCTA-City of Redlands 0292 064 02 RPRP 380L 05 docx Date Date SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCT[ONS 1/4-7//ef 2/ g BUYER San Bernardino County Transportation Authority By Raymond W. 4'olfe, Ph D Executive Director APPROVED AS TO r0RM SBCTA Legal Counsel SELLER City of Redlands, a municip, corporation By Name odor id, 3 Title Halo ATTEST: Jea Donaldson, City Clerk l8 L \ca'\djm%Agreements'PSA SBCTA City of Redlands 0292 064 02 RPRP-380L-0) docx EXHIBIT LIST Exhibit l - Legal Description of Property [APN(s) 0292-064-02] Exhibit 2 - Grant Deed Exhibit 3 - Easement Deed Exhibit 4 - Entry, Possession and Use Provisions Exhibit 5 - Special Provisions 19 L',ca\djm\AgreementsTSA SBCTA-City of Redlands 0292 064 02 RPRP 3801- 05 docx EXHIBIT 1 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Legal Description of Property [APN(s) 0292-064-02} All that certain real property situated in the County of San Bernardino, State of California, described as follows THOSE PORTIONS OF LOTS 2, 3 AND 4 IN BLOCK 2 OF HENRY L. WILLIAMS TRACT, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 11, PAGE 17 OF MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID LOT 4, THENCE ALONG THE WEST LINE THEREOF, NORTH 0° 23' 34" WEST 53 48 FEET, I'IENCE NORTH 44' 36' 26" EAST, 28 28 FEET, THENCE NORTH 86" 54` 13 EAST, 1260 35 FEET TO rilE EAST LINE OF SAID LOT 3, DISTANT ALONG SAID EAST LINE 131 98 FEET NORTHERLY FROM THE SOUTHEASTERLY CORNER OF SAID LOT 3, THENCE NORTH 89' 05' 55" EAST 663 45 FEET TO THE EAST LONE. OF SAID LOT 2, THENCE SOU FHERLY ALONG SAID EAST LINE, 137 83 FEET TO THE SOUTHEASTERLY CORNER OF SAID LOT 2 THENCE WESTERLY ALONG THE SOUTHERLY LINE OF LOTS 2, 3 AND 4 TO THE POINT OF BEGINNING EXCEPTING THEREFROM ALL MINERALS, OILS, GASES AND OTHER IIYDROCARBONS BY WHATSOEVER NAME SHOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE THEREOF BY DEED RECORDED MARCH 11, 1963 IN BOOK 5867, PAGE 602 OF OFr1CIAL RECORDS 20 L'cald4rn'Agreements\PSA SBCTA-City of Redlands 0292 064 02 RPRP 380L 05 docx EXHIBIT 2 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Grant Deed [APN(s) 0292-064-02] [attached behind this page] 2t L'+ca\djm'Agreements\PSA SIICTA City of Redlands 0292 064 02 RPRP-380L 05 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 3"i Street, 2nd Floor San Bernardino, California 92410-1715 APN(s} 0292-064-02 EXEMPT FROM RECORDING TEES PER QOVT (0DL *273413 EXEMPT FROM DOCUMENTARY TRANSFER TAX PLR kE.V $ i Al CODE §I1922 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 attachmentslexhibits 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 22 L \caAitnAgreements'PSA SBCTA City of Redlands 0292 064 02 RPRP-360L 05 dacx ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the tndiN.tdual 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 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 to his/'her:their authorized capacity(tes), and that by hts!herfthetr 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 WITNESS my hand and official seal Signature S AL) 23 L \ca\djm'Agreements\PSA SBCTA City of Redlands 0292 064 02 RPRP-38OL 05 docx 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 instalment are incorporated by this reference as though fully set forth in this certificate, is hereby accepted by the undersigned officer on behalf of SBCTA pursuant to authority conferred by the San Bernardino County Transportation 4uthority's Board of Directors, Agenda Item 12, adopted on June 15, 2013, and the Grantee consents to recordation thereof by tts duly authorized officer Description/ identification of real property SEC of California Street and Eastbound 1-10 onramp, Redlands, CA 92374, APN. 0292-064-02 Dated By. Carrie Schindler, PE Director of Transit and Rail 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, of validity 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 his/her/their authorized capacity(ics), 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 hind and official seal Signature (SEAL) EXHIBIT "A" TO GRANT DEED LEGAL DESCRIPTION or REAL PROPERTY (AP.N(s) 0292-064-021 [attached behind this page) 25 i lea',d,m\AgreernentsTSA SBCIA-City orRedlands 0292 064 02 RPRP 380L-0 dncx EXHIBIT A LEGAL DESCRIPTION APN 0292-064-02 RIGHT OF WAY TAKE - RPRP 3911.-058-FEE Those portions of Lots 2, 3 and 4 in Block 2, of Henry L Williams Tract, in the City of Redlands, County of San Bernardino, State of California, as per plat recorded in Book 11, Page 17 of Maps filed in the office of the County Recorder of said County, being more particularly described as follows Commencing at the Southwest corner of said Lot 4, said corner being on Northerly right of -way line of the SBCTA (formerly SANBAG) Railway as shown on Record of Survey Map 148173 92 Recorded March 7, 2012, thence along the North line of said SBCTA Railway and the South line of said Lot 4, North 89°34 14" East, 33 75 feet to the True Point of Beginning, thence continuing along said Northerly right of -way line and the South line of Lots 2, 3 and 4 of said Map Book 11, Page 17 the following North 89'34'14 East 1,83E 67 feet to the beginning of a tangent curve concave Southerly having a radius of 5 754 26 feet thence Easterly along the arc of said curve through a central angle of 00-'40 33' a distance of 67 87 feet to the Southeast corner of Lot 2 of said Map Book 11, Page 17, thence leaving said Northerly right-of-way line along the East line of said Lot 2, North 00°17'43" West 5 50 feet to the beginning of a non tangent curve concave Southerly having a radius of 5,759 76 feet a radial lime to said point bears North 00°14'45" East thence leaving said East line, Westerly along the arc of said curve through a central angle of 00"40 31' a distance of 67 88 feet thence South 89'3414" West, 1,791 15 feet to the beginning of a tangent curve concave Northerly having a radius of 49 83 feet thence Northwesterly along the arc of said curve through a central angle of 31'32'26" a distance of 27 43 feet, thence North 58° 53'20" West, 36 88 feet to a point on the East line of an Irrevocable Offer of Dedication to the City of Redlards for road purposes recorded March 12 1997 Document No 19970084943 of official records, thence along said East line South 00°23'33' East, 19 81 feet, thence leaving said East line, South 45'23'33" East, 16 97 feel, thence South 00°23'33" East, 0 33 feet to the True Point of Beginning. Said parcel contains 11 062 square feet, more o- less Attached hereto is a plat labeled Exhib.t B and by this reference made a part thereof Distances shown hereon are grid distances in U S Survey feet To obtain ground level &•stances, multiply distance by 1f0 99993920 All bearings shown hereon are grid based PAGE 1 OF 2 PL3933SUR,Cf EINDRAIall Si RPRP-8404-fm-RICealgl.t4w20i50813 55 RPRP-Nrurtwjni,saf l 0;;otcIFiPRP.3iaL C55kLOyuta13633- R PR P3H 1 L-0 5N. F E 1 leg ai. Dc 26 L %caldjm\Agreements\PSA SBCTA-City of Redlands 0292 064 02 RPRP-380E-05 dacx 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 DAVIO L 7?22 NO. 7322 Er? 12/3I/2017 PAGE 2 OF 2 PL1833,SURYEYDNDRYI7#33.53-RPRP•O.Ka9firaiceejmNe+20151i 35SRPRa,Newrvmin20 7-414vt osRP+aP-3pl a4SE44CaNU1333 RPFP.391LV055 FEE Le9N.Ooe 27 L \ca djm'\.Agreements\PSA SBCTA City of Redlands 0292 064 02 RPRP-380L 05 docx EXHIBIT "B" I[ GRANT DEED MAP OF REAL PROPERTY IAPN(s) 0292-064-021 [attached behind this page] L \ca;darmAgreements'PSA S13CiA Cily of Redlands 0292 064 02 RPRP 380L-05 docx LEGEND P.QC INDICATES POINT OF COMMENCEMENT TP ae INDICATES TRUE POINT OF DONNING etivik U7 CIC INDICATES RIGHT-OF-WAY TAKE §SNZ its _- .T.T 75 - IN893f'14"E S00 23 :3,T' �. — 78...67' N89 34 "14 t .I `-TP 0,8 I SBCTA RAILWAY p.aC. 5.W CDR_ LOT 4 EXHIBff B FiPRP-39L-058 APN 0292-064-02 CITY OF REDLANDS, CA SHEET I OF 2 0 IRREVOCABLE OFFER of DEDICA TIOv PER DEED RECORDED 3/12/1997, DOC NO 1997--0084943 OF OR. .. sEE DETAIL ABOVE DAM W AMBLER, c S PROJECT DESIGN CONSULTANTS Planting I Landscape Mil leelure 1 EnpinesrL- 'Survey AP I tow, WY Ma Ski w®.: CAMIN immure?1 ra r#x:Mw 29 L',ca'4jm\,4greements\PSA SBCTA-City of Redlands 0292 064 02 RPRP-38OL-05 docx .EEN2 INDICATE'S RIGHT-OF-WAY TAKE EXHIBIT RPRP-391L-058 APN 0292-084- 02 CfiY OF REDLANDS, CAcb N3sc?-:„<„, s Alr 4 c Nk r} 64, N*)., PROJECT DESIGN CONSULTANTS Planning f tandtcape kreka- cape f G4tnr erinp 'Slam n?'`k rfdlLEILIMINK .� SHEET 2 OF 21 itu...C4 1 r r per 30 L .;ca\djm'SAgreements\PSA SF3CTA City of Redlands 0292 OM 02 RPRP 3801 05 dacx EXHIBIT3TO PURCHASE AND SALE AGREEMENT AND JO1N1 ESCROW INSTRUCTIONS Easement Deed [APN(s) 0292-064-02] [attached behind this page] :3 l L +ca'djm\Agreemenis'PSA SBCTA-City of Redlands 0292 064 02 RPRP 3801 05 dacx 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 TRANSPOR rATION AUTHORITY 1170 W 3'1 Street, 2' Floor San Bernardino, California 92410-1715 PonionofAPN(s) G2924164-0'_ EXEMPT FROM RECORDING FOES PER GOVT CODE ¢273113 EXEMPT FROM DOCUMENTARY TR M SFER TAX PER 'try 8: TAX CODE S 11922 EASEMENT DEED Grant of Easement for Public Sidewalk and Pedestrian Purposes FOR GOOD AND 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"), and its successors and assigns, an easement for public sidewalk, walkway, path and/or bike path and pedestrian as well as bicycle and similar vehicle use, access, ingress and egress puiposes, and appurtenances and uses associated therewith, including without limitation the installation and maintenance of a public sidewalk, together with any and all appurtenances pertaining thereto, over, above, on, under, in, across, along and through that certain portion of Grantors real property located in the City of Redlands, County of San Bernardino, State of California, more particularly described in the legal description attached hereto as Exhibit "A" and depicted or illustrated on the map attached hereto as Exhibit ` 3 ; both of such attachments / exhibits 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 Narne- 32 L %ca\djm\AgreementsTSA SBCTA City of Redlands 0292 064 02 RPRP-380L 05 docx ACKNOWLEDGEMENT 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 On before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names) isiare subsc.nbed to the within instrument and acknowledged to me that he'she/they executed the same in his?hertheir authorized capacity(ies), and that by hisfher'thetr 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 WITNESS my hand and official seal Signature (SEAL) 33 L lca''djrn Agrccmcnis\PSA SBCTA City of Redlands 0292 064 02 RPRP-380L-05 docx 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 fransportation 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 behalf 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 SEC of California Street and Eastbound 1-10 onramp, Redlands, CA 92374, APN- 0292-064-02 Dated - - By Carve Schindler, PE Director of 1 ransu and Rail Programs A notary public or other officercompleting 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; or 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 his/her/their authorized capacity(les), and that by his/her/their stgnature(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 WITNESS my hand and official seal Signature (SEAL) EXIIIBIT "A" TO EASEMENT DEED LEGAL DESCREPTION OF EASEMENT AREA (APN(s) 0292-064-02] [attached behind this page] 35 L'ca\djrn\Agreements,PSA SBCTA City of Redlands 0292 064 02 RPRP-380L 05 docx EXHIBIT A LEGAL DESCRIPTION APN 0292-064 02 PERMANENT EASEMENT PARCEL RPRP 380L-056.2 That portion of Lot 4 in Block 2, of Henry L Williams Tract, in the City of Redlands County of San Bernardino, State of California, as per plat recorded in Book 11, Page 17 of Maps, filed in the office of the County Recorder of said County, being more particularly described as follows Commencing at the Southwest corner of said Lot 4, said corner being on Northerly right -of way line of the SBCTA (formerly Sanbag) Railway as shown on Record of Survey Map 148/73 92 Recorded March 7, 2012 thence along the North hne of said SBCTA Railway and the South line of said Lot 4, North 89°34'14" East, 21 75 feet to the True Point of Beginning; thence continu7ng along the North line of said SBCTA Railway and the South line of said Lot 4, North 89°34'14" East, 12 00 feet, thence leaving the North line of said SBCTA Railway and the South Itne of said Lot 4 North 00°23'33" West, 0 33 feet, thence North 45°23'33" West, 16 97 feet to a point on the East line of an Irrevocable Offer of Dedication to the City of Redlands for road purpos es recorded March 12, 1997 Document No 19970084943 of official records, thence along said East line South 00'23'33" East 12 34 feet to the True Point of Beginning Said parcel contains 76 square feet, more or Tess Attached hereto is a plat labeled Exhibit B and by this reference made a part thereof Distances shown hereon are grid distances in U 5 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 .1,-ZZ1165-zit.zolev DAVIO W AMBLER DATE L S 7322 PAGE 1 OF 1 3833•Rpp•3851.050.2 Po-Lega1P .3833'$URY 6NORY13&13 554RPRP•Beef.8-Fvieldeegr.•Nvr20t5Z5i3 55-RPI4P Newrwisn2017 R[GwsIlmslIPFP•3l91-05EgR33•RPRP•.dGL•059.2 PE -Legal Doc PSA — Cily of Redlands 56707162 v2 36 RPRP 380L 0Srw391L 058 EXHIBIT ``k3" TO EASEMENT DEED MAP OF EASEMENT AREA [APN(s) 0292-064-02] [attached behind this page] PSA - City of Redlands 37 RPRP 380L 056,391 L 058 56707162 v2 LEGEND PDX, li"XiES RSNT (iF LL74aM T P 0.6 NEVCATES Th € FONT aF EiGNIN Eza MOTES POMANENT EASEWNT 40 25" 63' PAC. - £WCORLOT 4 EXHIBIT 9 PPRP-3 -056 2 APN 0292-064-02 CRY OF REDLANDS, CA INTERSTATE 10 N89 3414 E (D_ IRREVOCABLE OFFER OF DEOJCA RAw PER DEED RECORDED .02/1997, DOw NO 1997-008494J OF DR 17, TPOR- SH'E E T 1 OF 1' s. FREEWAY 1 R FOR LOT 4 BLK FMB 1117 APN 0292-064-02 RPRP-3 0L-056.2 76.05 SF N0023 33''W O.J3' N8934'14`£ 12, 00' SBCTA (SANBAG) RAIL WAY RS 345/73-92 4?1(4./(;27,i4A41/ -4111 to NA QA Q AMBLER, LS 7322 OATE PROJECT DESIGN CONSULTANTSI7.a.+o.,�uwlai PlantingILardicayaArchtpctweIEndneiAng1Survey1' um'' a4usvarrs ma4" h PS,rk'7d,SS�i-�WP�+-�i9i5'�Ft7i"ir-4?xAfd'ilLXV 7di t!hb Od77 Wir 39A Yd.uHC PSA - Ctty of Rtxllantis 56707162 v2 38 RPM' 380L 056`39IL-058 EXHIBIT 4 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRLCTIONS Entry, Possession and Use Provisions [APN(s) 0292-064 02) A Grant of Use Seller hereby irrevocably grants to Buyer andior its assignee for no additional monetary consideration beyond the compensation that Seller will receive upon Buyer's acquisition of the Transfer Portion and Easement Area 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 Transfer Portion and Easement Area, on the terrns described rn item E3 below B Use of the Property Buyer shall have the nght to enter upon and use the Transfer Portion and Easement Area for the following purposes (the `Permitted Activities') (I) With respect to the Transfer Portion, for any purpose whatsoever related to the construction andor operation of the Project, and (2), with respect to the Easement Area, for the Permanent Easement purposes set forth in Recital B 2 appearing after the preamble at the beginning of this Agreement, including, but not limited to, the purposes set forth in the Easement Deed 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 rn connection with Buyer's use of the Property E Eminent Domain By granting the irrevocable right of entry, possession and use of the Transfer Portion and Easement Area as set forth in this EXHIBIT 4 to Buyer, Seller agrees to the following (1) Seller shall riot object to the filing of an eminent domain proceeding to acquire the 'I ransfer Portion andior Pennanent Easement, (2) in any eminent domain action filed by Buyer to acquire the Transfer Portion and/or Permanent Easement, Seller shall not challenge Buyer's right to take the Transfer Portion and/or Permanent Easement, and the only issue shall be the amount of just compensation for the Transfer Portion andlor Permanent Easement, (3) in the event proceedings in eminent domain are begun, the date of valuation for determining the amount of just compensation for the Transfer Portion and or Permanent Easement, as appropriate, shall be the date on which Buyer files the complaint in said proceeding, and (4) this Agreement, tncluding, without limitation, the entry, possession and use provisions set forth in this EXHIBIT 4, shall control and, therefore, Buyer need not obtain a court order for possession in connection with any eminent domain action or proceedings F 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 4, constitute a binding contract In particular in this regard, Seller acknowledges and agrees that rt is important for Buyer to have assurances that the Project may be constructed in a timely manner, and that the rights granted to Buyer m the right of entry, possession and use provisions set forth PSA — City of Redlands 3 E9 itr'RP 380L 05t, 391 L 058 56707162 v2 above in this EXHIBIT 4 to the Agreement are crucial to the Project's success In the event of any dispute concerning the right of entry, possession and use provisions set forth above in this EXHIBIT 4, the Parties agree that monetary damages will not be adequate to make them whole, and intend for the terms of such right of entry, possession and use provisions to be specifically enforceable PSA — City of Redlands 40 RPRP 380L 056.391 L-05s 56707162 v2 EXHIIBIT 5 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Special Provisions [APN(s). 0292-064-02) 1 The existing chain link fence located on the Property will be relocated by SBCTA.Buyer (through its contractor) on the new property line separating the Transfer Portion from the remainder of the Property 2. The existing chain Zink pedestrian gate located on the Property will be relocated by SBCTA/Buyer (through its contractor) to provide access to (the remainder of) the Property (excluding the Transfer Portion) by the City/Seller to (the remainder of) the Propertv (excluding the Transfer Portion) from and adjacent to California Street 3 In the event and to the extent that the 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 andfor used on the Transfer Portion or the other property of SBCTA/Buyer, 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 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, SBCTA/Buyer acknowledges and agrees that such plan must be agreed upon prior to the removal of any of the citrus trees on the Transfer Portion and, therefore, 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 work by the City/'Seller, such approval shall not be unreasonably withheld, conditioned or delayed. PSA - City of Redlands 41 RPRP 380L 05659I L 058 56707162 v2