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HomeMy WebLinkAboutContracts & Agreements_10-2019AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into, and effective as of January 15, 2019 ("Effective Date"), by and between San Bernardino County Transportation Authority (SBCTA) ("Buyer"), and City of Redlands, a municipal corporation ("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 Vacant Land, West side of University Street, approx 600 feet north of Central Avenue within the City of Redlands, San Bernardino County, California, designated as Assessor Parcel Number(s) 0170-142-07 and more particularly described in EXHIBIT 1 attached hereto and incorporated herein by this reference ("Property") B 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 comdor 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 Permanent Easement A permanent easement interest (that is, an easement for public sidewalk, walkway, path and/or bike path and pedestrian as well as bicycle and similar vehicle use, hereinafter referred to as the "Permanent Easement") in that certain portion of Property consisting of approximately 853 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 2 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 2 Temporary Construction Easement A temporary and construction easement and right of way (hereinafter referred to as the "Temporary Construction Easement") pursuant to a Grant of Temporary Construction Easement in the form of EXHIBIT 3 attached hereto and incorporated herein by this reference (hereinafter referred to as the "TCE Grant"), over, above, on, under, in, across, along and through that certain portion of the Property consisting of approximately 680 square feet, more fully described and depicted in EXHIBIT A and EXHIBIT B to the TCE Grant (hereinafter referred to as the "Temporary Construction Easement Area"), including, without limitation, the landscaping and/or improvements thereon, if any C Seller is willing to grant the Permanent Easement and the Temporary Construction Easement on and subject to the terms set forth in this Agreement, Seller and Buyer hereby acknowledging and agreeing that the Permanent Easement and Temporary Construction Easement 1 L 1caldjmlAgreements\SBCTACity of Redlands (RPRP-563L 097) - PSA (Revised 10 5 18 BMD).docx are being acquired (i) for public use and are necessary for the construction, operation and/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, agreements, 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 TERMS/AGREEMENT 1 PURCHASE AND SALE 1 I Permanent Easement and Temporary Construction Easement Seller agrees to sell the Permanent Easement and Temporary Construction Easement upon and subject to the terms and conditions set forth herein, including, without limitation, the additional terms and conditions related to the Temporary Construction Easement set forth in Section 1 4 below 1.2 Purchase Pnce The total purchase pnce for the Permanent Easement and the Temporary Construction Easement is ELEVEN THOUSAND TWO HUNDRED DOLLARS AND NO CENTS ($11,200.00) ("Purchase Price") It is understood and agreed between the Parties that payment of the Purchase Pnce includes, without limitation, payment for the following improvements, if any, which are considered to be part of the realty and are being acquired by SBCTA in this transaction and, therefore, may be removed and disposed of, without the obligation to replace or pay consideration in addition to that set forth in this Section 1 2 none. 1.3 Payment of Purchase Price At the Closing (defined below), Buyer shall pay to Seller through Escrow (also defined below) the Purchase Pnce, payable in cash, by cashier's or certified check or by wire transfer 1 4 Temporary Construction Easement The following additional terms and conditions apply with respect to the Temporary Construction Easement 1 4 1 Seller shall and does hereby grant the Temporary Construction Easement pursuant to the TCE Grant for access to the Temporary Construction Easement Area and for the purpose of all necessary and convenient activities associated with the construction and operation of the Project. Seller grants to Buyer the Temporary Construction Easement over, across and upon the Temporary Construction Easement Area for construction activities, including, but not limited to, all purposes connected with the laying down, use and storage of tools, machinery, materials, and equipment for the construction of the Project, together with the right of ingress to and egress from the Temporary Construction Easement Area and the right at any and all times to enter and use the Temporary Construction Easement Area and each and every part thereof for purposes connected with the construction of the Project, as well as construction of a new and/or replacement driveway(s) and/or sidewalk(s) 2 L 1ca\djm\Agreements\SBCTACiiy of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx 1 4 2 The term of the Temporary Construction Easement shall be the period beginning on the commencement date described below in this Subsection 1 4 2 and continuing thereafter for a period of Twenty-four (24) months, as the same may be extended pursuant to Subsection 1.4 4 and/or Subsection 1 4 5 below As part of the Temporary Construction Easement, Seller shall permit and allow Buyer and its agents, representatives, employees and contractors (collectively, "Representatives") to enter upon the Temporary Construction Easement Area over, on and through the Property dunng the term The term of the Temporary Construction Easement shall commence on the anticipated date of first entry on the Temporary Construction Easement Area by Buyer or its Representatives under or pursuant to the Temporary Construction Easement as described in the notice to be given as set forth below in this Subsection 1 4 2 But, notwithstanding the foregoing, the Temporary Construction Easement becomes valid, binding and enforceable upon Buyer's recordation of the TCE Grant and payment of the consideration set forth in Section 1.2 above, provided, however, that this shall not limit Buyer's rights and remedies under or pursuant to Section 8 3 below Actual use of the Temporary Construction Easement Area under and/or pursuant to the Temporary Construction Easement and the TCE Grant will not commence until Buyer or any one or more of its Representatives, such as the construction contractor for the Project, provides written notice to Seller of the actual anticipated date of entry onto the Temporary Construction Easement Area for the purposes of commencement of construction or other Project -related activities Buyer or any one or more of its Representatives will send or otherwise provide to Seller such written notice at least seven (7) days pnor to entering the Temporary Construction Easement Area 1 4 3 A temporary construction bamer may be installed at or near the perimeter of the Temporary Construction Easement Area once the construction is started and the Temporary Construction Easement Area is disturbed by demolition and/or construction At the expiration of the Temporary Construction Easement, Buyer shall, subject to reasonable wear and tear, restore the Temporary Construction Easement Area to a condition as near as practicable to the condition that existed immediately pnor to Buyer's operations Buyer shall not, however, be required to restore (i) landscaping or improvements, for which the Seller has been paid under or pursuant to Section 1 2 of this Agreement, or (ti) any other changed condition or circumstance not resulting from Buyer's operations, negligence or greater fault, to the pre-existing condition. 1 4 4 Seller agrees that, at or prior to the expiration of the Temporary Construction Easement, Buyer has the option to extend the term of such easement, as to the Temporary Construction Easement Area or any portion thereof, on a month -to -month (or longer) basis, for up to an additional twelve (I2) months The rate for the extended use of the Temporary Construction Easement shall be $54 17 per month It is further agreed and understood that Buyer shall provide Seller with the wntten notice of its intent to extend the term of the Temporary Construction Easement at least seven (7) days prior to the expiration of the Temporary Construction Easement 1 4 5 Additionally, in the event of unpredictable or unavoidable delays in construction, including, without limitation, those resulting from force majeure or other causes not within the reasonable control of Buyer, the term of the Temporary Construction Easement, including any extension period under or pursuant to Subsection 1 4 4 above, maybe extended upon 3 L lca',djmlAgreements\SBCTACity of Redlands (RPRP 563L-097) - PSA (Revised 10 5 18 BMD) docx written notice from Buyer to Seller at the rate of $1 81 per day, said amount will be paid to Seller in a lump sum upon completion of construction of the Project 1 4 6 While on the Temporary Construction Easement Area, Buyer will comply with all applicable laws, rules and regulations Buyer will be responsible and liable for any damage to the Property to the extent the same is both (i) proximately caused by the negligent acts or greater fault of Buyer in connection with its use or occupancy of the Property for the purposes specified herein and (tt) not (a) remedied in accordance with or otherwise resolved or covered as a result of the terms of this Agreement, including, without limitation, the payment(s) to be made hereunder and/or pursuant hereto or (b) permitted, contemplated, waived or released by the terms of this Agreement or the TCE Grant 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 Permanent Easement and Temporary Construction Easement 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 Seller for conveyance of the Permanent Easement and Temporary Construction Easement 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 xpressly consented or agreed to in wnting 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 specifically agreed to in wnting 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 Easement Deed and the TCE Grant, 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 wnting 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, 4 L 1ca\djm\Agreements\SBCfA_City of Redlands (RPRP-563L-097) PSA (Revised 10 5 18 BMD).docx 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 Easement Deed and the TCE Grant 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 Permanent Easement and Temporary Construction 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 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 Permanent Easement and Temporary Construction Easement 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 or prior to the Closing Date) 2 5 1 SeIler 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 true 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 5 L 1ca\djm\Agreements\SBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx 2 5 7 Buyer shall have determined that the Easement Area and Temporary Construction 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 Permanent Easement and Temporary Construction 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 pnor 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 HoIder's estimated Closing costs statement 2 7 Buyer's Payments and Documents Not less than one (1) day prior to Closing, Buyer shall pay or tender (as applicable) to Escrow Holder the following-descnbed 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 attnbutable 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 customanly charged to buyers in accordance with common escrow practices in San Bernardino County. 2 7 4 Certificate accepting the Grant Deed and TCE Grant 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 Easement Deed and TCE Grant. 6 L IcaldjmlAgreements\SBCTA City of Redlands (RPRP 563L-097) - PSA (Revised 10 5 18 BMD).docx 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 appropnate 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 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 Holder Responsibilities Upon the Closing, Escrow Holder is authorized and instructed to. 2 9 1 Obtain consents and subordination agreements from the holders of any liens or encumbrances, sufficient to assure that the Permanent Easement and Temporary Construction Easement are both permitted and not junior or subordinate to any lien or encumbrance which, through foreclosure, could cause a loss of the easement rights represented by the Easement Deed and the TCE Grant 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 liens 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 Buyer and Seller of the fees, charges and costs necessary to clear title and proceed with Closing 2 9 3 Record the Easement Deed and TCE Grant, as well as any other instruments, as appropriate, 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 Taxation Code Section 18662 (i e , 3 1/3% of the total sales price) 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 (ii) Federal laws, rules and/or regulations, including, without limitation, those identified in Subsection 2 8 2 and timely pay over such funds to the appropnate Federal agency or authority, unless Buyer is relieved of such withholding requirements under 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 and/or certificates 7 L 1ca\djm\Agreements\SBCTACity of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD) docx 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 AlI 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 Easement Area and Temporary Construction Easement Area be subject only to the Permitted Exceptions and that the Easement Deed and the TCE Grant each be supenor to any lien or encumbrance which, through foreclosure or other enforcement, could cause the easements 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 Easement Area and Temporary Construction Easement Area subject only to the Permitted Exceptions and the Easement Deed and the TCE Grant, including the easements granted thereunder, as senior to any monetary hen or encumbrance which, through foreclosure or other enforcement, could cause the Easement Deed and/or the TCE Grant, including the easements 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 penod 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 8 L 1caldjmlAgreements SBCTA City of Redlands (RPRP-563L 097) - PSA (Revised 10 5 18 BMD).docx 3 2 5 Any other exceptions to title which are or will become subordinate to the Easement Deed and/or the TCE Grant as reflected in the Title Policy pursuant to subordination agreements acceptable to Buyer and the Title 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") 4 SUITABILITY AND CONDITION OF PROPERTY 4 1 Determination of 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 Easement Area and Temporary Construction 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 Easement Area and Temporary Construction Easement Area are suitable and shall provide to Seller and Escrow Holder its wntten 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 Easement Area and Temporary Construction Easement Area are 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 determines that the Easement Area and Temporary Construction 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 Right of Entry Prior to Closing, Buyer may conduct, at Buyer's sole expense, such inspections and testing of the Easement Area and/or Temporary Construction Easement Area, including, without limitation, any improvements thereon, as Buyer may desire or deem appropnate, in Buyer's sole discretion, to determine the suitability of the Easement Area and Temporary Construction Easement Area for Buyer's intended use In conducting such inspections and testing, Buyer shall endeavor to minimize damage to the Easement Area and Temporary Construction Easement Area, as well as any improvements thereon, and shall, in the event the Closing fails to occur as the result of a condition outside of Buyer's control, return the Easement Area and Temporary Construction Easement Area, including the improvements thereon, to their condition prior to the inspections and testing, except that Buyer shall have no responsibility or liability for returning the Easement Area and Temporary Construction Easement Area to their prior condition to the extent that any change or modification resulted from (i) reasonable wear and tear, (ii) force majeure or (iii) any other cause not within the reasonable control of Buyer, including, 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 Easement Area and/or Temporary Construction Easement Area at all reasonable times pnor to the Closing Date for the purpose of conducting such inspections and testing In the event the Easement Area and/or Temporary 9 L 1ca\djm\Agreements\SBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx Construction Easement Area 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 4 2 5. SELLER'S ACKNOWLEDGMENT AND GENERAL RELEASE 5 1 Full 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 Easement Area and Temporary Construction 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 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 because of Buyer's purchase of the Permanent Easement and Temporary Construction Easement and for any and all claims (known and unknown) ansing 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 provide the Benefits to Seller and to compensate Seller not only for the purchase of the Easement Area and Temporary Construction 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 or related to Buyer's acquisition of the Easement Area and Temporary Construction 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 Easement Area and/or Temporary Construction 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 Permanent Easement (including, without limitation, all nghts thereunder as well as in and to the Easement Area) and Temporary Construction Easement (including, without limitation, any and all rights thereunder as well as in and to the Temporary Construction Easement Area) 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 10 L 1caldjmlAgreements\SBCTA_City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx 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 Easement Area under or pursuant to the Easement Deed and Temporary Construction Easement Area under or pursuant to the TCE Grant 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 nse 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 nghts accruing to it under said Section 1542 or any other statute or judicial decision of similar effect nitials The foregoing acknowledgment and release shall survive the Closing as well as the recording of the Easement Deed and TCE Grant 5 4 Notice to Others If Seller sells, transfers, assigns or otherwise 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 TCE Grant and 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, rights and remedies granted to or obtained by Buyer under or pursuant to this Agreement or justifying the Permanent Easement and the Temporary Construction Easement or either of them 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 may so terminate by giving notice, in wnting, of such termination to Seller and Escrow Holder In the event Seller elects to exercise its nghts 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 wnting, 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 11 L IcaldjmlAgreements\SBCTA City of Redlands (RPRP 563L-097) - PSA (Revised 10 5 18 BMD).docx 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 terminate 6 2 Buyer's Breach In the event Buyer breaches any obligation under this Agreement which Buyer is to perform pnor to the Closing, and fails to cure such breach within five (5) business days of receipt of wntten 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 wnting, 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 pnor to the Closing, and fails to cure such breach within five (5) business clays 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 wnting, of such termination to Seller and Escrow Holder, or (u) 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) SeIler'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, less Termination Costs, as appropnate, 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 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 Agreement 12 L 1caldjmlAgreements\SBCTACity of Redlands (RPRP-563L-097) PSA (Revised 10.5 18 BMD) docx 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 Permanent Easement and Temporary Construction 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, legal, valid and binding obligations of Seller, sufficient to convey the Permanent Easement and Temporary Construction Easement 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 or covered by Subsections 7 1 4 and 7 1 5 below, there are no agreements for occupancy in effect for the Property, including the Easement Area and/or Temporary Construction Easement Area, and no unrecorded possessory interests or unrecorded agreements that would adversely affect Buyer's use of the Easement Area and/or Temporary Construction Easement Area Seller will not enter into any agreements or undertake any obligations prior to Closing which will in any way burden, encumber or otherwise affect the Easement Area and/or Temporary Construction Easement Area without the pnor written consent of Buyer, including, without limitation, any agreements for occupancy or use of the Easement Area and/or the Temporary Construction Easement Area 7 1 3 No Liens or Encumbrances Other than as is disclosed and covered by Subsections 7 1 4 and 7 1 5 below, the Property, including the Easement Area and Temporary Construction Easement Area, 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 Easement Area and Temporary Construction Easement Area as well as under the Permanent Easement, Temporary Construction Easement, Easement Deed and TCE Grant, without disturbance or inference by Seller or anyone claiming by, through or under Seller 7 1 4 No Leases The Property, including the Easement Area and Temporary Construction 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 Easement Deed and/or the TCE Grant, including, without limitation, the Permanent Easement and Temporary Construction 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 wnting, be required, Seller agrees to assist Buyer in secunng 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 secunty instrument(s), Seller shall be responsible and liable for payment of any demand under any authority of such secunty 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 Easement Deed and/or the 13 L 1ca\djm\Agreements\SBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx TCE Grant, including the subordination of the encumbrance(s) to the Permanent Easement and/or Temporary Construction Easement, in form and substance satisfactory to Buyer, to preserve the permanence and/or survival of the Permanent Easement and/or Temporary Construction 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) 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 limitation, the Easement Area and Temporary Construction 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 materials, hazardous or contaminated materials or substances, toxic or noxious matenals, 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 (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, wnt, 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 hen, 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 14 L \caldjmlAgreements'\\SBCTA City of Redlands (RPRP-563L-097) PSA (Revised 10 5 18 BMD).docx Property or any portion thereof by any public agency, authority or entity Buyer has negotiated in good faith to acquire the Permanent Easement and Temporary Construction Easement and to pay just compensation for their acquisition Seller understands that, if the transaction(s), including, without limitation, the acquisition(s), set forth in and/or 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 Permanent Easement and/or Temporary Construction Easement 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 be 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 misrepresentation, shall survive not only the recordation of the Easement Deed and TCE Grant, 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 wntmg, and shall be (i) personally delivered, (n) 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 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 courser 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. 15 L \ca\,dlmlAgreements\SBCTACity of Redlands (RPRP-563L 097) PSA (Revised 10 5 18 BMD) docx To Buyer To Seller San Bernardino County Transportation Authority Attn Andres Ramirez, PMP Project Office 1170 W 31.11 Street, 2°d Floor San Bernardino, California 92410-1715 Telephone. (909) 884-8276 Facsimile (909) 885-4407 City of Redlands Attn Jeanne Donaldson P O Box 3005 35 Cajon Street, Suite 222 Redlands, CA 92373 Telephone (909) 798-7531 Facsimile (909) 798-7535 8 2 Indemnity by 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, 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, (in) 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, occumng or allegedly occumng with respect to the Property prior to the Closing This indemnity by Seller herein contained shall survive the Closing and the recordation of the Easement Deed and TCE Grant 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 nght of possession and use of the Easement Area and Temporary Construction Easement Area, including, without limitation, the right 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 Easement Deed and TCE Grant, 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 16 L 1ca\djm\Agreements'iSBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx same shall survive, Buyer's rights shall be as set forth in the nght of entry, 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 The foregoing agreement of Seller shall survive the Closing, including, without limitation, the recording of the Easement Deed and TCE Grant, or the termination of this 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 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 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, 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 survive 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 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 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 Easement Area and Temporary Construction 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 Easement Area and Temporary Construction Easement Area are suitable for Buyer's intended use, and (in) 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 1 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 1 17 L 1caldjmlAgreements\SBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD) docx 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 1, 5 2 and 5.3 above, the performance of this Agreement by SBCTA constitutes the entire consideration for the Permanent Easement and Temporary Construction Easement, including, without limitation, the Easement Deed and TCE Grant, 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 Easement Deed and TCE Grant 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 Agreement. 10 4 Counterparts, Copies This Agreement may be executed in multiple counterparts, each of which shall be deemed an onginal, 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, including, without limitation, electronically transmitted (for example, by e-mail, facsimile, PDF 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 not be used for the interpretation or determination of 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 provision of this Agreement 18 L.1ca\djm\Agreements\SBCTACity of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx 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 as well as its rights and remedies in, to and under the Permanent Easement/Easement Deed and the Temporary Construction Easement/TCE Grant, and any right or obligation herein and therein, to any party of its choice without the pnor consent or approval of Seller 10 11 Successors and Assigns This Agreement as well as the Easement Deed and the TCE Grant 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 I0 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) descnbed 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 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 written, and (together with the Easement Deed and TCE Grant) 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 19 L 1caldjm\Agreements\SBCTA_City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx 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] 20 L 1ca\djm\Agrecments\SBCTACity of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS Date• BUYER San Bernardino County Transportation Authority By Raymh'nd W. Wolfe, Ph D Executive Director SBCTA Legal Counsel Date /6/11 SELLER City of Redlands, a municipal corporation By Name Paul W. Foster Title ATTEST: Mayor ne Donaldson, City Clerk 21 L 1caldjm\Agreements\SBCTACity of Redlands (RPRP 563L-097) - PSA (Revised 10 5 18 BMD).docx EXHIBIT LIST Exhibit 1 - Legal Description of Property [APN(s) 0170-142-07i Exhibit 2 - Easement Deed Exhibit 3 - Grant of Temporary Construction Easement Exhibit 4 - Entry, Possession and Use Provisions 22 L 1ca\djm\Agreements\SBCTA City of Redlands (RPRP 563L-097) PSA (Revised 10 5 18 BMD).docx EXHIBIT 1 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Legal Descnption of Property [APN(s) 0170-142-07] ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS LOTS 5 TO 14, INCLUSIVE, BLOCK D, OF THE MAP OF LAGONIA PARK, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 50 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 23 L 1ca\djm\Agreements\SBCTA_City of Redlands (RPRP-563E-097) - PSA (Revised 10 5 18 BMD).docx EXHIBIT 2 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Easement Deed [APN(s) 0170-142-07] [attached behind this page] 24 L 1ca\djm\Agreements\SBCTA_City of Redlands (RPRP-563L 097) - PSA (Revised 10 5 18 BMD).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 3f1 Street, 2nd Floor San Bernardino, California 92410-1715 Portion ofAPN(s) 0170 142-07 EXEMPT FROM RECORDING FEES PER GOVT CODE §27383 EXEMPT FROM DOCUMENTARY TRANSFER TAX PER REV & TAX CODE § 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 pedestnan as well as bicycle and similar vehicle use, access, ingress and egress purposes, 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 Grantor's 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 "B", 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 Name 25 L 1ca\djm\Agreements\SBCTACity of Redlands (RPRP 563L-097) - PSA (Revised 10 5 18 BMD).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 name(s) is/are subscnbed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authonzed capacity(ies), and that by his/her their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature. (SEAL) 26 L 1ca\djm\Agreements\SBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by this Easement 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 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 Vacant Land, West side of University Street, approx. 600 feet north of Central Avenue, Redlands, California 92374 APN: 0170-142-07 Dated. By Carrie Schindler, PE Director of Transit and Rail Programs 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 name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature. (SEAL) PSA - City of Redlands RPRP-563L 097 EXHIBIT "A" TO EASEMENT DEED LEGAL DESCRIPTION OF EASEMENT AREA [APN(s): 0170-142-07] [attached behind this page] 28 L Ica\djm\Agreements\SBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx EXHIBIT A LEGAL DESCRIPTION APN 0170-142-07 PERMENTANT EASEMENT - RPRP 563L-097.1-EAS That portion of Lot 14, Block D, of the Map of Lugonia in the City of Redlands, County of San Bernardino, State of California, as shown on Map recorded in Book 4, Page 50 in the office of the County Recorder of said County, more particularly described as follows Beginning at the intersection of the Northerly Right-of-way line of SBCTA (formerly SANBAG) Railway as shown on Record of Survey Map 152/6-15, Recorded September 18, 2013 with the Westerly nght-of-way line of University Street Being 30 00 feet west of the centerline thereof, Thence along said Northerly Right-of-way line North 89°21'57' West, 36.11 feet, thence leaving said Northerly Right-of-way line North 72°05'21" East, 8 11 feet, thence North 17°54'39" West, 6 00 feet to the beginning of a non -tangent curve concave Northwesterly having a radius of 29 00 feet a radial line to said point bears South 17°54'39" East; thence Northeasterly along the arc of said curve through a central angle of 47°52'19" a distance of 24 23 feet, thence South 65°46'58" East, 6 00 feet to the beginning of a non -tangent curve concave Westerly having a radius of 35 00 feet a radial line to said point bears South 65°46'58" East; thence Northeasterly along the arc of said curve through a a central angle of 24°27'03" a distance of 14 94 feet thence North 00°14'01" West, 63 19 feet; thence North 89°45'59" East, 4 00 feet to a point on the Westerly Right -of way of said University Avenue, thence along said Westerly Right-of-way line, South 00°14'01" East, 99 54 feet to the Point of Beginning Said parcel contains 853 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 gnd distances in U S Survey feet To obtain ground level distances, multiply di4ance 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 .,�* /0 4'A» 7 DAV1D'W AMBLE ATE L S 7322 PAGE 1 OF 1 P .183MSURVEY_BNORY13B33.55-RPRP-badcs-FlnalpesigrnNa+201513833.55-RPRP NewRWJan2017 utslioneiRPRP•5B3L•0971.epals13833 RPRP•583L.0871 EAS LeQaLdoc 29 L 1caldjmlAgreements\SBCTA_City of Redlands (RPRP 563L-097) - PSA (Revised 10 5 18 BMD).docx EXHIBIT "B" TO EASEMENT DEED MAP OF EASEMENT AREA (APN(s) 0170-142-07) [attached behind this page] 30 L 1ca\djm\Agreements'\SBCTA_ City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx 1.EGFNO EXHIBIT B P.QR INDICATES POINT OF BEGINNING MD INDICATES PERMANENT EASEMENT LOT D L UG°NIA I PAPKK MB 4/16 0 1 r JL J% 452r 1-EAS tor S.F. APN10170-142-07 RPRP-563L-097 APN 070-142-07 CRY OF REDLANDS, CA 44' N89 45'59- 400' 1 i54'39"EJRJ LI I, cf) tr.) a � z S6546'58"E211 SHEET 1 OF 1 N8921'57'W 3611' SBCTA (SANBAG) RAILWAY R S 145J73- G2 P.aB. i L 1- DATA TABLE NO. DEL TA/BEARING RADIUS LENGTH CI d=4752'19" 29 00' 24.23' C2 d=242703" 35.00' 14 94' att. Li N7105 21 "E ---- L2 N1754'391W ---- 6.00' L3 565'46'58"W ---- 6 00' p i S4•9A adfil /2e _J 2a DAVID W AMBLER, LS 73 ATE PROJECT DESIGN CONSULTANTS Planning I Landscape Arditocture I Engineering !Survey 701111 err ae. am m. Ursa uansf 11111613111471 1111.131.00r"� Qy.lduysiNmYEr-bNORryidit5-RFRP-a4Gt9 FIALLWZIGN, rroV2015yJau.srR%cb-Mtnh111411120I1 AX SPONSkRFw'-s6.. 09/y38.J1 RF' 563E 097I-£Asuac 31 L•1caldjmlAgreements\SBCTA_City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD) docx EXHIBIT 3 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Grant of Temporary Construction Easement [APN(s) 0170-142-07] [attached behind this page] 32 L lcaldjmlAgreements\SBCTA_Crty of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).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 3rd Street, 2nd Floor San Bernardino, California 92410-1715 Portions ofAPN(s) 0170 142 07 EXEMPT FROM RECORDING FEES PER GOVT CODE §27383 EXEMPT FROM DOCUMENTARY TRANSFER TAX PER REV & TAX CODE § 11922 GRANT OF TEMPORARY CONSTRUCTION EASEMENT This Grant of Temporary Construction Easement (hereinafter referred to as this "Instrument") is made and entered into by the undersigned CITY OF REDLANDS, a municipal corporation (hereinafter referred to as "Grantor"), with reference and respect to that certain Agreement of Purchase and Sale and Joint Escrow Instructions as further descnbed and referenced in the second to last paragraph of this Instrument (hereinafter referred to as the "Agreement") Grantor represents and warrants that it is the owner in fee simple of certain real property located in the City of Redlands, County of San Bernardino, State of California, more fully descnbed in ATTACHMENT "1" attached hereto and incorporated herein by this reference (hereinafter referred to as the "Property") FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged by Grantor, Grantor does hereby GRANT and CONVEY to San Bernardino County Transportation Authority ("Grantee"), and its successors and assigns, a temporary construction easement and right of way ("Temporary Construction Easement"), over, on, under, in, acrols, along, and through that certain portion of the Property {pore fully descnbed and depicted in Exhibits "A" and "B" attached hereto and incorporated herein by reference ("Temporary Construction Easement Area"), for the purpose of all necessary and convenient activities associated with the Redlands Passenger Rail Project (hereinafter referred to as the "Project") as further descnbed in the Agreement, including, without limitation, construction and/or operation of the Project The Temporary Construction Easement shall, unless extended, expire on the date ("Expiration Date") that is not more than Twenty-four (24) months from the commencement of construction within the Temporary Construction Easement Area, as established in a notice given to Grantor by or on behalf of Grantee pursuant to the Agreement The Grantee shall have an option to extend the Temporary Construction Easement on a month -to -month basis (and/or as otherwise provided in the Agreement) until construction on the Project is completed. Upon occurrence of the completion of the Project, the then -owners of record of the Property shall have the nght to request and, thereafter, receive from Grantee a duly executed and acknowledged instrument in writing whereby Grantee quitclaims or otherwise releases its interest in the Temporary 33 L 1ca\dim\Agreements\SBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx Construction Easement, but not the other terms and provisions of this Instrument, to the said then - owner of record of the Property, and may cause same to be recorded in Official Records of San Bernardino County, California Grantor covenants, by and for itself, its heirs, successors and assigns, including, without limitation, any voluntary and involuntary successor(s)-in-interest to the Property or any part thereof, that Grantor shall not, without the express prior wntten consent of Grantee, erect, place, or maintain any improvement, or undertake any other activity, which may interfere with the use of the Temporary Construction Easement Area, and Grantor shall not permit the erection, placement, or maintenance of any improvement, or undertaking of any other activity, which may interfere with the use of the Temporary Construction Easement Area, including, without limitation, the erection of any building, wall, fence, structure or other improvement within the Temporary Construction Easement Area The Temporary Construction Easement shall include, without limitation, the nght and privilege of Grantee and its employees, agents, representatives, contractors, subcontrators, and workmen to (i) perform all activities as may be necessary to facilitate the purposes of the Temporary Construction Easement, (ii) use, control, and occupy the Temporary Construction Easement Area, (ui) have access to, ingress to, and egress from the Temporary Construction Easement Area, (iv) use and temporarily place and operate tools, equipment, machinery, and materials on the Temporary Construction Easement Area, and (v) tnm, cut, or clear away any trees, brush, or other vegetation or flora, including, without limitation, the roots thereof, located within the Temporary Construction Easement Area This Instrument, including, without limitation, the grant and other terms and provisions set forth or incorporated by reference herein shall inure to the benefit of, and be binding upon, Grantor and Grantee and their respective heirs, successors and assigns, including, without limitation, any involuntary successor(s)-in-interest Grantee may assign its rights and remedies in, to and under this Instrument and may do so without obtaining the consent of or providing notice to Grantee At the expiration of the Temporary Construction Easement, Grantee shall restore the Tempoiary Construction Easement Area to a condition as near as jracticable to the condition that existed immediately prior to Grantee's operations, provided, however, that Grantee's restoration obligations shall not apply with respect to reasonable wear and tear or any changed condition or circumstance not resulting from Grantee's operations, including, without limitation, Grantee's negligence or greater fault Additionally, Grantee shall not be required to restore any vegetation, landscaping or improvements for which the Grantor has been paid, to the pre-existing condition Further, it is understood that, upon said expiration or termination of the Temporary Construction Easement, Grantee shall have no other or further obligation, liability or duty in connection with the Property The covenants contained in this Instrument shall run with the land This Instrument arises from the Agreement as entered into by Grantor and Grantee on or 34 L 1ca\djm'Agreements\SBCTACity of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx about , 201_. The terms and provisions of the Agreement are incorporated into this Instrument by this reference as if set forth in this Instrument in full Interested parties may inspect a copy of the Agreement at the offices of Grantee This Instrument together with the Agreement contains the entire agreement of the parties relating to the subject matter hereof, including, without limitation, the rights herein granted and the obligations herein assumed Any oral representations concerning or modifications of this Instrument or the Agreement shall be of no force or effect, excepting a subsequent modification in writing signed by each of the parties. 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 35 L IcaldimlAgreements\SBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10.5.18 BMD).docx ACKNOWLEDGMENT 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 name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authonzed capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature (SEAL) 36 L \,ca\djm\Agreements\SBCTA_City of Redlands (RPRP 563L-097) - PSA (Revised 10 5 18 BMD).docx CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by this Easement 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 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 Vacant Land, West side of University Street, approx. 600 feet north of Central Avenue, Redlands, California 92374 APN: 0170-142-07 Dated. By Carrie Schindler, PE Director of Transit and Rail Programs 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 name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature. (SEAL) PSA - City of Redlands RPRP-563L 097 ATTACHMENT "1" TO GRANT OF TEMPORARY CONSTRUCTION EASEMENT LEGAL DESCRIPTION OF REAL PROPERTY [APN(s) 0170-142-07] ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS. LOTS 5 TO 14, INCLUSIVE, BLOCK D, OF THE MAP OF LUGONIA PARK, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 50 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY 38 L Icaldjm\Agreements\SBCTA City of Redlands (RPRP 563L-097) - PSA (Revised 10 5 18 BMD).docx EXHIBIT "A" TO GRANT OF TEMPORARY CONSTRUCTION EASEMENT LEGAL DESCRIPTION OF TEMPORARY CONSTRUCTION EASEMENT AREA IAPN(s) 0170-142-07] [attached behind this page] 39 L lcaldjmlAgreements\SBCTA City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx EXHIBIT "A" LEGAL DESCRIPTION APN 0170-142-07 TEMPORARY CONSTRUCTION EASEMENT - RPRP 563L-097.2-TCE That portion of Lot 14, Block D, of the Map of Lugonia in the City of Redlands, County of San Bernardino, State of California, as shown on Map recorded in Book 4, Page 50 in the office of the County Recorder of said County, more particularly described as follows Commencing at the intersection of the Northerly right-of-way line of SBCTA (formerly SANBAG) Railway as shown on Record of Survey Map 152/6-15, Recorded September 18, 2013 with the Westerly right-of-way line of University Street Being 30 00 feet west of the centerline thereof, Thence along said Northerly right-of-way line North 89°21'57" West, 36.11 feet to the True Point of Beginning, thence leaving said Northerly Right- of-way line North 72°05'21" East, 8 11 feet, thence North 17°54'39" West, 6.00 feet to the beginning of a non -tangent curve concave Northwesterly having a radius of 29 00 feet a radial line to said point bears South 17°54'39" East, thence Northeasterly along the arc of said curve through a central angle of 47°52'19" a distance of 24 23 feet, thence South 65°46'58" East, 6 00 feet to the beginning of a non -tangent curve concave Westerly having a radius of 35 00 feet a radial line to said point bears South 65°46'58" East; thence Northeasterly along the arc of said curve through a central angle of 24°27'03" a distance of 14 94 feet thence North 00°14'01" West, 63 19 feet; thence North 89°45'59" East, 4 00 feet to a point on the Westerly right -of way of said University Avenue, thence along said Westerly Right-of-way line, North 00°14'01" West, 5 00 feet, thence leaving said Westerly nght-of way line, North 90°00'00" West, 9 00 feet, thence South 00°14'01" East 68.22 feet to the beginning of a tangent curve concave Westerly having a radius of 30 00 feet, thence Southerly along the arc of said curve through a central angle of 14°51'25" a distance of 7 78 feet, thence North 65°46'58" West 6 11 feet to the beginning of a non -tangent curve concave Northwesterly having a radius of 24 00 feet a radial line to said point bears South 77°48'26" East, thence Southwesterly along the arc of said curve through a central angle of 71°55'16" a distance of 30.13 feet, thence South 17°54'39" East, 6 53 feet, thece South 72°05'21" West, 18 02 feet to a point on the Northerly Right-of-way line of said SBCTA (formerly SANBAG) Railway; thence along said Northerly nght-of-way, South 89'21'57" East, 15 72 feet to the True Point of Beginning Said parcel contains 680 square feet, more or less. Distances shown hereon are grid distances in U S Survey feet To obtain ground level distances, multiply distance by 1/0.99993920 Ail bearings shown hereon are grid based PAGE 1 OF1 P:L7833611RVEY_BNORYM33.55-RPRP4baek9-FlnalDesipn•N°✓20t 513839.53-RPRP•NewFtMen2017-Aequfatl°ns1RPRP-583L-0971epals13833. RPRP•563L-097.2-TCE Legal doe 40 L 1ca1djm\Agreements\SBCTACity of Redlands (RPRP-563L 097) - PSA (Revised 10 5 18 BMD).docx 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 L S 7322 8/ DATE PAGE 2 OFI F138331511RVEY_BNDRY13833.55•RPRP•bedcPFinalOeslo-Nar201513833 55•RPRP-NewRWJan201T-Acquis8oneRPRP•5E3L4MegoisL3e33- RPRP-563L-09T.2 TCE LogeLdoe 4I L 1caldjmlAgreements\SBCTA^City of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx EXHIBIT "B" TO GRANT OF TEMPORARY CONSTRUCTION EASEMENT MAP OF TEMPORARY CONSTRUCTION EASEMENT AREA [APN(s): 0170-142-07 J [attached behind this page] 42 L 1caldjmlAgreements\SBCTACity of Redlands (RPRP-563L-097) - PSA (Revised 10 5 18 BMD).docx LEQEND P.O.C. INDICATES POINT OF COMMENCEMENT T.P as INDICATES TRUE POINT OF BEGINNING Ei 1J INDICATES TEMPORARY CONSTRUCTION EASEMENT i JrjD L JGONJJ ] I PARK .M.B %/15 0 RPRP+ 563L-0972—TCE 1680.02 S.F 57748'26"EJI� —Q APN 01700 1 142-07 572'0521 ~W 18.02' 15 72' EXHIBIT B RPRP-563L-097 APN 0170-142-07 CRY OF REDLANDS, CA N90V0'00'W 9 00' 30' 44' N0014'01"W 500' N89 45'59" 4.00' l� ..,-- j 1-ci 565 46'58"EJR S14'39'E fRj� 51 TP aB N6921'57'W SBCTA (SANBAG) RAILWAY R S 48/73- 02 DATA TABLE NO. DELTA/BEARING RADIUS LENGTH Cr 64752'191' 29.00' 24.23' C2 A=2427'03" 35.00' 14 94' C3 d=1431'25` 30.00' 7.78' C4 d=71•55'16' 24 00' 30.f3' Li N721715'21'E ---- a11' L2 N1734'39141 ----- 6 00' L3 56546'S8"E ---- 5.00' L4 N65'46'581W ---- 6 11' L5 S1754'39"E ---- 6.53' r 3611'� L1y PO.a 83' L L DAVID W AMBLER, LS 7322 DATE PROJECT DESIGN CONSULTANTS encum. atm Planning I Landwaps ArtMteatiao I En :waling 1 Swvoy maraan11111.1=141 Pug TM cat .n• + :' ri• at 1. r'•;, n Fas •:•-r r . ^.bnr.. SHEET 1 OF 1 rb Jr) 4?p 2 0 43 L 1caldjmlAgreements\SBCTA City of Redlands (RPRP-563L-097) - ASA (Revised 10 5 18 BMD).docx EXHIBIT 4 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Entry, Possession and Use Provisions [APN(s) 0170-142-07] 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 Easement Area and Temporary Construction 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 Easement Area and Temporary Construction Easement Area, on the terms described in item B below B. Use of the Property Buyer shall have the right to enter upon and use the Easement Area and Temporary Construction Easement Area for the following purposes (the "Permitted Activities") (I) With respect to the Easement Area, for the Permanent Easement purposes set forth in Recital B 1 appearing after the preamble at the beginning of this Agreement, including, but not limited to, the purposes set forth in the Easement Deed, and (2), with respect to the Temporary Construction Easement Area, for the Temporary Construction 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 TCE Grant Buyer's use of the Temporary Construction Easement Area shall be Iimited to a/an Twenty-four (24) month term, commencing upon and subject to a seven (7) day or more notice requirement consistent with Subsection 1 4 2 of this Agreement 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 nght of entry, possession and use of the Easement Area and Temporary Construction Easement Area as set forth in this EXHIBIT 4 to Buyer, Seller agrees to the following (1) Seller shall not object to the filing of an eminent domain proceeding to acquire the Permanent Easement and/or Temporary Construction Easement, (2) in any eminent domain action filed by Buyer to acquire the Permanent Easement and/or Temporary Construction Easement, Seller shall not challenge Buyer's nght to take the Permanent Easement and/or Temporary Construction Easement, and the only issue shall be the amount of just compensation for the Permanent Easement and/or Temporary Construction Easement; (3) in the event proceedings in eminent domain are begun, the date of valuation for determining the amount of just compensation for the Permanent Easement and/or Temporary Construction Easement, as appropnate, 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 44 L Ica\djm\Agreements\SBCTACity of Redlands (RPRP-563L 097) - PSA (Revised 10 5 18 BMD).docx 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 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 nght of entry, possession and use provisions set forth 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 45 L 1ca',djm\Agreements\SBCTA_City of Redlands (RPRP-563E-097) PSA (Revised 10 5 18 BMD).docx 0000000 ❑❑ ❑HTl1L L ❑❑IIII❑❑❑❑❑❑ III IIII IIII 000 CID E=111 01111111110 11111111 m® ❑I 0DOM 1111 11111 11 1 1 1 1 1 1 1IIIIIII 1 1IIJ❑❑ 11111111 1 11111 m®1 ❑ ❑❑❑❑111111 1❑111 11111❑❑®❑❑❑ ❑®1HIT 11=CM=ODD DEMO ❑® ® 01 111111111 1111111111III 11111111 111111111 1111 I11111111 ❑ = ❑=111I I u_ I1ll ❑® m®= ❑❑J❑o❑❑❑ 1111111111111 0® ❑IULUI I IIII I I ❑®® 11 IIIIIII IIIII IIII II11II11 I ❑❑ I I I I li 11 1 1 Ills I❑❑® 0 111111111111 0 ITCID:1ID 1111 1111 1 1111 1 1 ❑® ❑ ®® HEM I111 1111 1 NI C IIII IIII 1 I11I 11 IIII 1111 1 1111 C 11111111111111 ❑ITDTI1TfTCTTIITIITI01 1 1 1 i 1 11 1 11 1 1 1 midi 1 u 1 1 10 0=0:11:13