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HomeMy WebLinkAboutContracts & Agreements_59-2019AGREEMENT 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 April 2, 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, together, as the "Parties " RECITALS A Seller is the ownei in fee simple of certain real property located at 31 Stuart Avenue, within the City of Redlands, San Bernardino County, California, designated as Assessor Parcel Number 0169-281-19 and more particularly described in EXHIBIT I attached hereto and incorporated herein by this reference ("Property") Buyer desires to acquire a portion of the Property in connection with the Redlands Passenger Rail Project ("Project") The Project involves the extension of passenger rail service along an approximately nine -mile corridor extending east from the San Bernardino Transit Center in the City of San Bernardino to the University of Redlands in the City of Redlands, in the County of San Bernardino, State of California The portion of and interest in the Property to be acquired is as follows The fee interest in that certain portion of the Property consisting of approximately 2,708 square feet (hereinafter referred to as the "Transfer Portion") and more fully described and depicted in the Grant Deed attached hereto as EXHIBIT 2 and incorporated herein by this reference (hereinafter referred to as the "Grant Deed") C Sellei is willing to transfer the Transfer Portion on and subject to the terms set forth in this Agreement, Seller and Buyer hereby acknowledging and agreeing that the Transfer Portion is being acquired (i) for public use and is necessary foi the construction, operation and/or maintenance of the Project and (ii) pursuant to this Agreement in lieu of a condemnation action or proceeding and/or an action of 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 AGREEMENT 1 PURCHASE AND SALE 1 1 Transfei Portion Sellei agrees to sell the Transfei Portion upon and subject to the terms and conditions set forth herein L IcaldjEnlAgreements\PSA 3 l Stuart Ave SBCTA City of Redlands.jn.docx PSA — City of Redlands 56881190 v2 RPRP 5 l l L-076 1 2 Purchase Price The total purchase price for the Transfer Portion is ninety- six thousand five hundred dollars ($96,500) ("Purchase Price") It is understood and agreed between the Parties that payment of the Purchase Price includes, without limitation, payment for all improvements, if any, in, to, on or about the Transfei Portion which improvements the Parties acknowledge and agree are considered to be part of the realty or real property 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 Howevei, notwithstanding the foregoing, the Parties have agreed to the Special Provisions, as defined in Section 10 17 below 1 3 Payment of Purchase Price At the Closing (defined below), Buyer shall pay to Seller through Escrow (also defined below) the Purchase Price, payable in cash, by cashier's or certified check or by wire transfer 2 ESCROW 2 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 Transfei Portion with Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660 ("Escrow Holder") For purposes of this Agreement, the Escrow shall be deemed open on the first date after the Effective Date that Escrow Holdei shall have received a fully executed copy of this Agreement from Seller and Buyer ("Opening of Escrow") Escrow Holder shall notify Buyer and Sellei, 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 Transfer Portion Either an original or a copy of this Agreement, fully executed by the Parties, shall be delivered to Escrow Holder upon the Opening of Escrow Buyer and Seller shall execute, deliver and be bound by any reasonable and customary supplemental or additional escrow instructions ("Additional Instructions") of Escrow Holder of other instruments as may be reasonably required by Escrow Holder in order to consummate the transaction contemplated by this Agreement However, any such Additional Instructions shall not conflict with, amend or supersede any portions of this Agreement unless expressly consented or agreed to in writing by both Seller and Buyer In the event of any conflict or any inconsistency between this Agreement and such Additional Instructions, this Agreement shall govern unless otherwise specifically agreed to in writing by the Parties 2 3 Close of Escrow Foi purposes of this Agreement, "Closing" means the closing of close of Escrow by the recordation in the Official Records of San Bernardino County, California, of the Grant Deed, as well as the disbursement of funds and distribution of any other documents by Escrow Holder, all as described in this Agreement Subject to the satisfaction of the conditions precedent below, Closing is to occui thirty (30) days following the Opening Date ("Closing Date"), provided, howevei, that Closing and, therefore, the Closing Date shall be extended as provided in Section 8 6 below, and provided, furthei, that Closing may occui upon such eailier or later date as the Seller and Buyer mutually agree to in writing or as otherwise provided in this Agreement Buyer and Seller may mutually agree to change the Closing Date by joint written notice to Escrow Holdei The Closing shall be conditioned upon satisfaction, or L 1ca\djeAgreements\PSA 31 Stuart Ave SBCTA City of Redlands in.docx PSA — City of Redlands 56881190 v2 RPRP 511L 076 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 contemplated by this Agreement Similarly, pursuant to California Government Code Section 27383, no recording fees will be payable with respect to the recording of the Grant Deed Buyei shall pay the reasonable and customary costs of any Title Policy (defined below) Buyer shall pay the Escrow fees and any notary fees attributable to the conveyance of the Transfer Portion Buyer shall also pay the additional costs, if applicable, associated with any title endorsements requested by Buyer Escrow Holdei shall endeavor to provide an estimated Closing costs statement to Buyer and Sellei at least three (3) days prior to the Closing Date 2 5 Buyer's Conditions Precedent to Close of Escrow The Closing and Buyer's obligation to acquire the Transfer Portion and pay the Purchase Price is subject to the satisfaction of the following conditions for Buyer's benefit (oi Buyer's waiver thereof, it being agreed that Buyer may waive any of all of such conditions, provided, however, that the occurrence of the Closing shall not waive or release any breach of or failure to perform undei this Agreement by Seller not actually known to Buyer on of prior to the Closing Date) 2 5 1 Sellei 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 hereundei 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 Sellei 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 Buyei shall have approved Escrow Holder's estimated Closing costs statement, such approval shall not be unreasonably withheld, conditioned of delayed L lcaldjrnlAgreeinents\PSA 31 Stuart Ave SBCTA City of Redlands.jn.docx PSA City of Redlands 56881190 v2 RPRP 511L 076 2 5 7 Buyei shall have determined that the Transfer Portion is suitable for Buyer's intended use and development, as set forth in more detail in Article 4 below 2 6 Seller's Conditions Precedent to Close of Escrow The Closing and Seller's obligation to convey the Transfer Portion are subject to the satisfaction of the following conditions for Seller's benefit (oi Seller's waiver thereof, it being agreed that Sellei may waive any of all of such conditions) on or prior to the Closing Date 2 6 1 Buyer shall have tendered into Escrow all payments and documents required of it pursuant to this Agreement 2 6 2 Buyer shall have completed in a timely fashion all of its obligations which are to be completed prior to the Closing as provided in this Agreement 2 6 3 Seller shall have approved Escrow HoIder's estimated Closing costs statement 2 7 Buyer's Payments and Documents Not less than one (1) day prior to Closing, Buyei shall pay or tender (as applicable) to Escrow Holdei the following -described funds and documents (in recordable form, as necessary or appropriate) 2 7 1 The Purchase Price 2 7 2 Funds required to pay the Escrow fees, recording fees and notary fees attributable to the conveyance of the Property as well as the costs of any Title Policy, and the additional costs, if applicable, associated with any title endorsements requested by Buyer payable by Buyer pursuant to Section 2 4 of this Agreement 2 7 3 Funds required to pay any additional reasonable charges customarily charged to buyers in accordance with common escrow practices in San Bernardino County 2 7 4 Certificate accepting the Grant Deed and consenting to recording of same 2 7 5 Such other documents and funds required of Buyei under this Agreement and, to the extent reasonable, customary or usual, by Escrow Holdei in the performance of its contractual or statutory obligations 2 8 Seller's Payments and Documents No less than one (1) day prior to Closing, Seller shall pay or tender (as applicable) to Escrow Holder the following -described funds and documents (in recordable form, as necessary or appropriate) 2 8 1 The fully -executed and acknowledged Grant Deed 2 8 2 A FIRPTA (Foreign Investment in Real Property Tax Act) Certificate/Non-Foreign Status Affidavit complying with Federal laws, rules and requirements and L IcaldpnlAgreeinents\PSA 31 Stuart Ave SBCTA City of Redlands in.docx PSA — City of Redlands 56881190 v2 RPRP 511L 076 an appropriate California Form 593 (foi 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 Sellei 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 Cause the satisfaction and removal of all exceptions to title to the Transfer Portion representing monetary hens or encumbrances If Seller elects to satisfy and remove any such exceptions from funds otherwise payable to Seller through Escrow, before such payments or charges are made, Escrow Holder shall notify Seller of the terms necessary to satisfy and remove such monetary hens or encumbrances, and Seller shall approve the disbursement of necessary funds 2 9 2 Pay, and charge Buyer and/or Seller, as appropriate, for any fees, charges and costs payable undei this Agreement, including, but not limited to, Sections 2 7 and 2 8 above Before such payments or charges are made, Escrow Holder shall notify Buyer and Seller of the fees, charges and costs necessary to clear title and proceed with Closing 2 9 3 Record the Grant Deed, 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 (1) 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 (u) Federal laws, rules and/or regulations, including, without limitation, those identified in Subsection 2 8 2 and timely pay over such funds to the appropnate Federal agency or authority, unless Buyer is relieved of such withholding requirements undei the provisions of such laws, rules and regulations by Seller's provision of (and Sellei actually provides) an appropriate affidavit and/or statement Further, deliver to each Party copies of all such withholding forms, affidavits and/or certificates 2 9 5 Disburse such other funds and deliver such other documents to the Party or Parties entitled thereto 2 9 6 Cause any Title Policy to be issued L 1ca\djm\Agreeinents\PSA 31 Stuart Ave Sr3CTA City of Redlands.jn.docx PSA — City of Redlands 56881190 v2 RPRP-51 1 L-076 2 10 Notices All communications from Escrow Holder to either Buyer or Sellet shall be directed to the addresses and in the manner established in Section 8 1 below for notices, demands and communications between Buyer and Seller 3 TITLE 3 1 Condition of Title, Title Policy. It is a condition to the Closing for Buyer's benefit that the Transfer Portion be subject only to the Permitted Exceptions At, and as a condition of, Closing for Buyer's benefit, Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660 ("Title Company") shall be prepared to issue to Buyer, upon Closing, a policy of title insurance (whether a CLTA, ALTA or ALTA extended coverage policy, as determined by Buyer, the "Title Policy") in an amount equal to the Purchase Price, showing the Transfer Portion subject only to the Permitted Exceptions Escrow Holdei 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 of after the Closing, provided, however, that, notwithstanding anything contained in this Agreement to the contrary, Seller shall be responsible and liable for all taxes that relate to any period prior to the Closing, including, without limitation, supplemental taxes which are not assessed or charged and/or which do not become due or owing until after the Closing 3 2 3 Matters affecting the condition of title created by or with the consent of Buyer 3 2 4 Other exceptions to title disclosed by the Title Report (as defined in Section 3 3 below) which have been approved in writing by Buyer prior to the Closing 3 3 Title Report Buyer shall endeavor to obtain and provide to Sellei, within fifteen (15) calendar days following the Opening of Escrow of 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 Transfer Portion is suitable for Buyer's intended use, as determined by Buyer in its sole discretion Prior to the Closing Date, Buyer shall determine whether the Transfer Portion is suitable L IcaldpnlAgreements\PSA 31 Stuart Ave SBCTA City of Rediands.in.docx PSA — City of Redlands 56881190 v2 RPRP 511 L-076 and shall provide to Seller and Escrow Holder its written notice of such determination, provided, however, that any failure of Buyer to provide notice shall be deemed approval, and, in connection with any disapproval, Buyer may, but need not, include its election to extend the Closing Date as provided in Section 8 6 below In the event Buyer determines that the Transfer Portion is suitable, such determination by Buyer shall not alter or diminish Seller's covenants, agreements, representations and/or warranties made herein of under law, unless a representation or warranty is expressly and specifically waived in writing in whole of in part by Buyer In the event Buyer determines that the Transfer Portion is not suitable, then Buyer may terminate this Agreement as provided in Section 6 1 below 4 2 Inspections, Testing and Right of Entry Prioi to Closing, Buyer may conduct, at Buyer's sole expense, such inspections and testing of the Transfer Portion, including, without limitation, any improvements thereon, as Buyei may desire or deem appropriate, in Buyer's sole discretion, to determine the suitability of the Transfei Portion foi Buyer's intended use In conducting such inspections and testing, Buyer shall endeavor to minimize damage to the Transfei Portion, as well as any improvements thereon, and shall, in the event the Closing fails to occui as the result of a condition outside of Buyer's control, return the Transfei Portion, including any improvements thereon, to its condition prior to the inspections and testing, except that Buyer shall have no responsibility or liability for returning the Transfer Portion to its 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 othei than Buyer and/or its Representatives Seller hereby grants to Buyer and its Representatives permission and a license to enter upon the Transfer Portion at all reasonable times prioi to the Closing Date for the purpose of conducting such inspections and testing In the event the Transfer Portion is occupied by any person other than Seller, Seller shall make arrangements with such person to ensure access by Buyer, including, without limitation, Buyei 's Representatives, in order to conduct the inspections and testing pursuant to this Section 4 2 5 SELLERS 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 othei than and/or in addition to those expressly provided for in this Agreement (collectively, "Benefits") in connection with Buyer's acquisition of the Transfei Portion as well as the othei 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 othei damages in complete settlement of all claims (known and unknown), causes of action and demands of Sellei against Buyei because of Buyer's purchase of the Transfei Portion and for any and all claims (known and unknown) arising from or relating to the purchase and sale which is the subject of this Agreement Consistent with the foregoing as well as Section 9 2 below, Sellei, on behalf of itself and its heirs, executors, administrators, successors and assigns, acknowledges that Buyer's perforrnance under this L lcald}inlAgreernentsWPSA 31 Stuart Ave SBCTA City of Redlands jn.ducx PSA — City of Redlands 56881190 v2 RPRP 511L-076 Agreement constitutes full and complete satisfaction of Buyer's obligations to provide the Benefits to Seller and to compensate Seller not only foi the purchase of the Transfer Portion, 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 foi damages, liabilities, losses, injuries, costs and/or expenses, including attorneys' fees, arising out of, resulting from or related to Buyer's acquisition of the Transfer Portion, whether known or unknown, foreseeable or unforeseeable, 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 fan market value of the Transfer Portion or of any liability by any Party Sellei on behalf of Seller as well as Seller's heirs, executors, administrators, successors and assigns, hereby fully releases Buyei, its successors, assigns and Representatives, and all other persons and entities, known and unknown, from any and all claims and causes of action by reason of any damage which has been sustained, or may be sustained, as a result of (i) Buyer's purchase of the Transfer Portion or any preliminary steps thereto or (n) the construction and/oi operation of the Project, including, without limitation, its construction, reconstruction, development, redevelopment, operation, maintenance, repair, existence and use 5 3 California Civil Code Section 1542 Seller hereby acknowledges that it has consulted or had an opportunity to consult with legal counsel regarding, and represents and warrants that it is familiar with, California Civil Code Section 1542, which provides as follows "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor " Seller acknowledges that, with respect to the sale of the Transfer Portion to Buyer or the construction and/or operation of the Project, Seller may have sustained damages, losses, costs and/or expenses which are presently unknown and unsuspected, and such damages, losses, costs and/or expenses which may have been sustained may give rise to additional damages, losses, costs and/or expenses in the future Nevertheless, Seller hereby represents, warrants, acknowledges and agrees that this Agreement has been negotiated and agreed upon in light of that situation, and hereby waives, to the maximum legal extent, any rights accruing to it under said Section 15A or any other statute or judicial decision of similar effect e ` er's Initials The foregoing acknowledgment and release shall survive the Closing as well as the recording of the Grant Deed 5 4 Notice to Others If Seller sells, transfers, assigns or otherwise conveys the Property or any interest in the Property, Sellei shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement, including, without limitation, the L \ca\dpn\Ae eements\PSA 31 Stuart Ave SBCTA City of Redlands.3n.docx PSA — City of Redlands 56881190 v2 RPRP 511 L 076 obligations, liabilities and duties as well as the rights and remedies of the Parties Neither Buyei 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 undei or pursuant to this Agreement 6 TERMINATION, DEFAULTS AND REMEDIES 6 1 Exercise of Rights to Terminate In the event Buyer elects to exercise its right to terminate this Agreement and the Escrow as provided in Section 2 3, 6 3 or 8 5, then Buyer may so terminate by giving notice, in writing, of such termination to Seller and Escrow Holder In the event Seller elects to exercise its rights to terminate this Agreement and the Escrow as provided in Section 2 3 of 6 2, then Seller may so terminate by giving notice, in writing, of such termination to Buyei and Escrow Holder In either such event, the Party so terminating shall, except as otherwise expressly provided in Section 6 2 of 6 3 below, pay all Escrow Holder and Title Company termination fees and charges (collectively, "Termination Costs") Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting the obligation of the Party so terminating or breaching, as appropriate, to pay Termination Costs as provided herein and any other obligations which expressly survive termination, shall cease and terminate 6 2 Buyer's Breach In the event Buyer breaches any obligation under this Agreement which Buyer is to perform prior to the Closing, and fails to cure such breach within five (5) business days of receipt of written notice of such breach from Seller, then Seller, as its sole and exclusive remedy, may terminate this Agreement and the Escrow by giving notice, in writing, of such termination to Buyer and Escrow Holder In such event, Buyei shall pay all Termination Costs Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting foi Buyer's obligation to pay Termination Costs as provided in this Agreement and any othei obligations which expressly survive termination, shall cease and terminate 6 3 Seller's Breach In the event Seller breaches any obligation undei this Agreement which Seller is to perform prior to the Closing, and fails to cure such breach within five (5) business days of receipt of written notice of such breach from Buyer, then, (a) in addition to pursuing any other rights or remedies which Buyer may have at law or in equity, including, without limitation, any and all damages resulting from such breach, (b) Buyer may, at Buyer's option, (i) terminate this Agreement and the Escrow by giving notice, in writing, of such termination to Seller and Escrow Holder, or (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) Seller's obligations and liabilities resulting or accruing as a result of or pursuant clause (a) above in this Section 6 3, (2) Seller's obligation to pay Termination Costs as provided in this Agreement and (3) any othei 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 Holdei terminates this Escrow as a result of having received notice, in writing, L Icaldpn'Agreements\PSA 31 Stuart Ave SBCTA City of Redlands jn.docx PSA — City of Redlands 56881190 v2 RPRP 5 l t L 076 from Buyei or Seller of its election to terminate the Escrow as provided herein, then Escrow Holder shall terminate the Escrow and return all funds, less Termination Costs, as appropriate, and documents to the Party depositing the same Further, the Parties hereby release Escrow Holder, and shall hold Escrow Holder free and harmless, from all liabilities associated with such termination excepting for Escrow Holder's obligations to return funds and documents as provided herein. 7 REPRESENTATIONS AND WARRANTIES 7 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 7 1 1 Authority Sellei owns the Property in fee simple and has full power and authority to sell, transfer and/or otherwise convey the Transfer Portion to Buyer and to perform its obligations pursuant to this Agreement This Agreement and all other documents delivered by Seller to Buyer under or pursuant to this Agreement, at or prior to the Closing, have been, or will be, duly executed and delivered by Sellei and are, or will be, legal, valid and binding obligations of Seller, sufficient to convey the Transfer Portion to Buyer and are enforceable in accordance with their respective terms 712 No Unrecorded Possessory Interests, No Agreements or Undertakings Other than as is disclosed and covered by Subsections 7 1 4 and 7 1 5 below, there are no agreements for occupancy in effect for the Property, including the Transfer Portion, and no unrecorded possessory interests or unrecorded agreements that would adversely affect Buyer's use of the Transfer Portion Seller will not enter into any agreements or undertake any obligations prior to Closing which will in any way burden, encumber or otherwise affect the Transfer Portion without the prior written consent of Buyer, including, without limitation, any agreements for occupancy or use of the Transfer Portion 7 1 3 No Liens of Encumbrances Other than as is disclosed and covered by Subsections 7 1 4 and 7 1 5 below, the Property, including the Transfer Portion, is free and clear of and from hens or encumbrances that could interfere with the intended use by Buyer, and, therefore, Buyer shall quietly enjoy its rights in and to the Transfer Portion and under the Grant Deed without disturbance or inference by Seller or anyone claiming by, through or under Seller 7 1 4 No Leases The Property, including the Transfer Portion, is not subject to a written or oral lease or any other contract or agreement pursuant to which a tenant or any other person has any rights of possession or use that conflict with this Agreement or the Grant Deed, except that (or those) certain lease, contract and/oi agreement 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 Buyei otherwise elects in writing, be required, Seller agrees to assist Buyer in securing said consent or release, and L 1caldjmlAgreetnents\PSA 31 Stuart Ave SBCTA City of Redlands.tn.docx PSA — City of Redlands 56881190 v2 RPRP 51 1 L-076 Seller acknowledges and agrees that Buyer's payment of the consideration set forth herein to Seller is subject to Buyei receiving or waiving in writing the requirement of receiving said consent 7 15 Mortgage or Deed of Trust If the Property is encumbered by a mortgage, deed of trust and/oi other security instrument, Seller shall be responsible and liable for payment of any demand under any authority of such security instrument 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, deed of trust or other secunty instrument, Seller understands that Buyer shall seek and may require the partial release by and/or consent of the holder of the secunty instrument to the Grant Deed Seller will cooperate with Buyei in seeking the consent, 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 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 of 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 Transfei Portion, or its use Neither Seller, nor, to Seller's knowledge, any other person or predecessor in interest, has used, generated, manufactured, stored or disposed of on, under o1 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 materials, substances or related materials or substances, as well as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect rendei 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 (u) involving the validity or enforceability of this Agreement of of any othei 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 of othei governmental department, board, commission, bureau, Buyer o1 instrumentality Seller is not subject to, or in default under, any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission, bureau, Buyer o1 instrumentality 7 1 8 No Breach The execution and delivery of this Agreement and the consummation of the transaction contemplated by this Agreement will not violate o1 result in any breach of or constitute a default under of conflict with, 01 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 L IcaldjmlAgreernents\PSA 31 Stuart Ave SBCTA City of Redlands jn.docx PSA — City of Redlands 56881190 v2 RPRP 511 L 076 other restriction of any kind or character to which Seller is a party or by which Seller or the Property are bound 7 1 9 No Condemnation or Other Proceedings Exclusive of any action proposed or contemplated by Buyer, Seller is not aware of any contemplated condemnation of the Property or any portion thereof by any public agency, authority or entity Buyer has negotiated in good faith to acquire the Transfer Portion and to pay just compensation for its acquisition Seller understands that, if the transaction, including, without limitation, the acquisition, 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 Transfer Portion 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 Grant Deed, but also the Closing Seller shall protect, indemnify, defend, and hold Buyei 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 writing, and shall be (i) personally delivered, (rr) sent by United States registered or certified mail, postage prepaid, return receipt requested, (rrr) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e g , Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the address(es) provided below, subject to the right of any Party to designate a different address for itself by notice similarly given Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent To Buyei San Bernardino County Transportation Authority Attn Andres Ramirez, PMP Project Office 1170 W 3r1 Street, 2nd Floor San Bernardino, California 92410-1715 Telephone (909) 884-8276 L IcaldpnlAgreements\PSA 3I Stuart Ave SBCTA City of Redlands.jn.docx PSA — City of Redhnds 56881190 v2 RPRP 511 L 076 To Seller 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, of asserted or awarded against, Buyer, or Buyer's successors and assigns, officers and/or directors relating to or arising from (i) the Property of Seller's ownership or operation thereof on or before the Closing, (ti) the use on or before the Closing of the Property by Sellei of any third party, including, without limitation, any tenant, invitee or licensee of Seller, (iii) any breach of any covenant, agreement, representation or warranty of Seller contained in this Agreement, (iv) the presence, use, handling, storage, disposal of 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, occurring or allegedly occurring with respect to the Property prior to the Closing This indemnity by Sellei herein contained shall survive the Closing and the recordation of the Grant Deed 8 3 Entry, Possession, Use, Construction and Operation. 8 3 1 Upon execution of this Agreement by Buyer and Seller, and deposit of funds in the amount of the Purchase Price into Escrow, Buyer shall have the right of possession and use of the Transfer Portion, including, without limitation, the nght to remove and dispose of improvements thereon, thereat and/or thereto and construct the Project The foregoing agreement of Sellei shall survive the Closing, including, without limitation, the recording of the Grant Deed, or, at Buyer's election, the termination of this Agreement by either Party (whether Seller or Buyer) for any reason, including, without limitation, a breach by the other Party and/oi the return of the Purchase Price deposit by Escrow Holder to Buyer on termination of this Agreement, and, if Buyer elects that the same shall survive, Buyer's rights shall be as set forth in the right of entry, possession and use provisions attached hereto as EXHIBIT 3 8 3 2 Buyer makes no representation, warranty, covenant or agreement that the Project shall be constructed or operated, and Seller acknowledges and agrees that no obligation, Iiability or duty whatsoever shall exist of be incurred by Buyer or any other person or entity to Sellei of any other person or entity as a result of any failure to construct or operate the Project foi any reason The foregoing agreement of Seller shall survive the Closing, including, without limitation, the recording of the Grant Deed, or the termination of this Agreement by either party (whether Seller or Buyer) for any reason, including a breach by the other party L lcaldatn'Agreetnents\PSA 31 Stuart Ave SBCTA City of Redlands jn.docx PSA — City of Redlands 56881190 v2 RPRP 511L-076 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 andlor 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 hereundei from and against any and all claims, demands, liabihties, obligations, losses, damages, costs and expenses, including, without limitation, reasonable attorneys' fees, court costs and litigation expenses, arising as of, resulting from of m 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 Buyei Seller's obligations, liabilities and duties under this Section 8 4 shall survive the Closing or the termination of this Agreement 8 5 Damage of Destruction Should the Property be materially damaged of 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 of 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 foi 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 Transfei Portion is subject only to the Permitted Exceptions and that title to the same is otherwise acceptable to Buyer, (n) that, in accordance with Subsection 2 5 7 and Article 4 above, Buyer has determined that the Transfer Portion is suitable for Buyer's intended use, and (iii) that, in accordance with Subsection 2 5 4 and Article 7 above, Seller's representations and warranties are true and accurate and Buyer has received any consent, release andlor subordination required of 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 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 Transfer Portion, including, without limitation, the Grant Deed, and shall release and relieve Buyer of and from any and all other and further claims, demands, obligations, liabilities and duties on this account or on account of the location, grade, construction, and operation of the Project L 1caldj n\Agreements\PSA 31 Stuart Ave SBCTA City of Redlands jn.docx PSA — Ctty of Redlands 56881190 v2 RPRP 51 I L 076 10 MISCELLANEOUS 10 1 Survival of Covenants The covenants, representations and warranties of both Buyer and Seller set forth in this Agreement shall survive the Closing as well as the recordation of the Grant Deed 10 2 Required Actions of Buyer and Seller Buyei 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 original, but all of which, together, shall constitute one and the same instrument Except as required for recordation, the parties as well as Escrow Holder and Title Company shall accept copies of signatures, including, without limitation, electronically transmitted (foi 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 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 Buyei shall have the right, in its sole discretion, to assign this Agreement, and any right or obligation herein, to any party of its choice without the prior consent or approval of Seller L Icaldpn\Agrecrnents1PSA 31 Stuart Ave SBCTA City of Redlands.jn.docx PSA — City of Redlands 56881190 v2 RPRP-5l l L 076 10 11 Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties 10 12 Ratification This Agreement is subject to the approval and ratification by the Buyer's governing body or its delegated representative 10 13 Severability If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected 10 14 Construction This Agreement will be liberally construed to effectuate the intention of the Parties with respect to the transaction described herein In determining the meaning of, of resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement noi any uncertainty or ambiguity herein will be construed of resolved against either Party (including the Party primarily responsible for drafting and preparation of this Agreement), undei 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 of 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, whethei by final judgment or out of court settlement, shall be entitled to have and recover of and from the other Party all costs and expenses of suit, including actual attorneys' fees 10 16 Entire Agreement, Amendment This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and (together with the Grant Deed) 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 10 17 Special Provisions The "Special Provisions" are set forth in EXHIBIT 4 attached hereto and incorporated into and made a part of this Agreement by this reference as if set forth in full in this Section 10 17 Buyei's obligations as set forth in the Special Provisions shall survive the Closing, but shall not survive any prior cancellation or termination of this Agreement IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below next to then respective signatures [Signatures on the following pages] L 1caldim\Agreements\PSA 3 t Stuart Ave SBCTA City or Redlands jn.docx PSA -- City of Redlands 56881190 v2 RPRP 511 L 076 SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS Date th // I Date ' --, -- g L \ca\dpn Agreements\PSA 3l Stuart Ave SBCTA City of Redlands jn.docx PSA — City of Redlands 56881190 v2 BUYER San Bernardino County Transportation Authority By Raymrbnd W Wolff, Ph D Executive Director APPROVED AS TO FORM Rick Rayl SBCTA Legal Counsel SELLER City of Redlands, a municipal corporation BY Name Paul W. Foster Title - ATTEST: Donaldson, City Clerk RPRP 51 IL 076 EXHIBIT LIST Exhibit I - LegaI Description of Property [APN 0169-281-19] Exhibit 2 - Grant Deed Exhibit 3 - Entry, Possession and Use Provisions Exhibit 4 - Special Provisions 1 IcaldpnlAgreernents\PSA 31 Stuart Ave SBCTA City or Redlands jn.docx PSA — City of Redlands 56881190 v2 RPRP 511 L 076 EXHIBIT 1 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Legal Description of Property [APN 0169-281-19] [attached behind this page] L 1caldjmlAgreementsWP5A 31 Stuart Ave - SIICTA City of Redlands jn.docx PSA — City of Redlands 56881190 v2 RPRP 51l L 076 LEGAL DESCRIPTION APN 0169-281-19 RIGHT OF WAY TAKE - RPRP 511 L-076-FEE That portion of Lots 27 through 32, Block C Amended Map of Central Townsite n the City of Redlands, County of San Bernardino. State of California, as per map rec- orded in Book 8, Page 57 of Maps, in the office of the County Recorder of said Coun- ty, together with that portion of Third Street more particularly described as follows Beginning at the Southwest corner of said Lot 32, being a point on the Northerly Right- of-way line of the SBCTA (formerly SANBAG) Railway as shown on Record of Survey Map 148/73-92 Recorded March 7, 2012, thence along said Right-of-way line South 89°41'46" West 191 88 feet to a point on the Westerly Right-of-way line of Third Street, thence along said Westerly Right-of-way line North 00°17'46" West 14 10 feet, thence leaving said Right-of-way Line North 89°41'16" East 191 85 feet to a point on the Easterly line of said Lot 32 Thence along said Easter y line South 00°25'06" East 14 13 feet to the Point of Beginning Said parcel contains 2708 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 Ali bearings shown hereon are grid based upon the California Coordinate System, Zone 5, CCS83, (Epoch NSRS-2007) Bearings from reference deeds/maps may or may not be in terms of said system DAVID W AMBLER L S 7322 PAGE 1 OF 1 P 13833`,SURVEY BNDRY\3833 5S-RPRP bac cfr Fina`Design-Nov291b13833 55•RPRP NewRWJan2017-Acqutstions\RPRP-511L O781egal 3833 RPRP 511 L-078-FEE Legal.doe L \ca\dim\Agreements\PSA 31 Stuart Ave SBCTA City of Redlands jn.docx PSA — City of Redlands 56881190 v2 RPRP 511L 076 EXHIBIT 2 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Grant Deed [APN 0169-281-19] [attached behind this page] L lcaldjin\Agreemen€s\PSA 3 l Stuart Ave SBCTA City of Redlands.jn.docx PSA — City of Redlands 56881190 v2 RPRP 51 1 L 076 RECORDING REQUESTED BY Cominonwealth 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 Portion of APN 0169 281 19 EXEMPT FROM RECORDING FEES PER GOVT CODE §27383 EXEMPT FROM DOCUMENTARY TRANSFER TAX PER REV & TAX CODE § 11922 GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Redlands, a municipal corporation ("Grantor") does hereby GRANT and CONVEY to San Bernardino County Transportation Authority ("Grantee") the real property located in the City of Redlands, County of San Bernardino, State of California, more particularly described the legal description attached as Exhibit "A" and depicted or illustrated on the map attached hereto as Exhibit "B", both of such attachments/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 ACKNOWLEDGEMENT L Icaldjm\Agreeinents\PSA 31 Stuart Ave SBCTA City of Redlands.jn.docx PSA — City of Redlands 56881190 v2 RPRP 511L-076 A notary public or other office] 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 whose name is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hei/their authorized capacity(ies), and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person 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 23 RPRP 511L-076 56881190 v2 CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by this Grant Deed to the undersigned San Bernardino County Transportation Authority ("SBCTA"), the provisions of which instrument are incorporated by this reference as though fully set forth in this certificate, is hereby accepted by the undersigned offices 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 5, 2013, and the Grantee consents to recordation thereof by its duly authorized officer Description/ identification of real property 31 Stuart Avenue, Redlands, CA 92374 APN 0169-281-19 Dated By Carrie Schindler, PE Director of Transit and Rail Programs ACKNOWLEDGEMENT A notary public of 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 whose name 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 on the instrument the person, or the entity upon behalf of which the person 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 24 RPRP 511 L-076 56881190 v2 EXHIBIT "A" TO GRANT DEED LEGAL DESCRIPTION OF REAL PROPERTY [APN 0169-281-19] [attached behind this page] PSA — City of Redlands 25 RPRP 511 L-076 56881190 v2 EXHIBIT "A" LEGAL DESCRIPTION APN 0169-281-19 RIGHT OF WAY TAKE - RPRP 511L-076-FEE That portion of Lots 27 through 32, Block "C", Amended Map of Central Townsite in the City of Redlands County of San Bernardino State of California, as per map rec- orded in Book 8, Page 57 of Maps, in the office of the County Recorder of said Coun- ty, together with that portion of Third Street more particularly described as follows Beginning at the Southwest corner of said Lot 32, being a point on the Northerly Right- of-way line of the SBCTA (formerly SANBAG) Railway as shown on Record of Survey Map 148/73-92 Recorded March 7, 2012, thence along said Right-of-way line South 89°41'46" West 191 88 feet to a point on the Westerly Right-of-way line of Third Street. thence along said Westerly Right of -way line North 00°17'46" West 14 10 feet, thence leaving said Right-of-way Line North 89°41'16" East 191 85 feet to a point on the Easterly line of said Lot 32 Thence along said Easterly line South 00°25`06" East 14 13 feet to the Point of Beginning Said parcel contains 2708 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 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 de& 7-0,5-77 DAVID W AMBLER L S 7322 PAGE 1 OF 1 P 138331SURVEY ENDRY',i833 55•RPRP cackg-Fina'Des&gn-Nov2o15\3833 55•RPRP.NewRWJan2017 Acqulstcns,RPRP-511L-076tiepals134133 RPRP•5 t 1 L•076•F EE Legal.doc PSA — City of Redlands 56881190 v2 26 RPRP l IL 076 EXHIBIT "B" TO GRANT DEED MAP OF REAL PROPERTY [APN 0169-281-19] [attached behind this page] PSA — City of Redlands 27 RPRP-5I I L. 076 56881190 v2 LEGEND P as INDICATES POINT OF BEGINNING 17771 INDICATES RICHT--OF—WAY 1,0 EQ TAKE 27' r p g:;4. +t LAI CC CN EXHIBIT B PPP-5tL-076 APN 0169-281-19 CITY OF REDLA DS, CA BLOM< c 1 MB QJ57 27 B 1I 9 l 30 C 31 1 API 0169-2th-19 & 19IW ( 1 1 1 1 1 i I 19185. A J / / / /// 707�9?, //jr�/' rf // S89 41'4rw 19788 SBCTA (SANBAG) RAILWAY RS 14 8l 7 3-G2 PCL M 9560 PMB 103172 rz$/ DAVID W AMBLER, L S 7322 DATE PROJECT DESIGN CONSULTANTS Pia Ing I dscapo Arch foetus I Engineering I Survey B *Mt s. fa' 0•1=r....3-.I SHEET 1 OF 1 tN CQ PSA — City of Redlands 56881190 v2 28 RPRP I l L 076 EXHIBIT 3 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Entry, Possession and Use Provisions [APN 0169-281-19] A Grant of Use Seller hereby irrevocably grants to Buyer and/or its assignee for no additional monetary consideration beyond the compensation that Seller will receive upon Buyer's acquisition of the Transfer Portion either through a contract currently being or to be negotiated or, in the event the parties do not negotiate of are unable to agree to the terms of that contract, through a condemnation action, a right of entry, possession and use of the Transfer Portion, on the terms described in item B below B Use of the Property Buyer shall have the right to enter upon and use the Transfer Portion for any purpose whatsoever related to the construction and/or operation of the Project (the "Permitted Activities") C Buyer's Right to Terminate Work Buyer shall have no obligation to commence or complete any of the Permitted Activities D No Cost to Seller Buyer shall bear all costs and expenses in connection with Buyer's use of the Property E Eminent Domain By granting the irrevocable right of entry, possession and use of the Transfer Portion as set forth in this EXHIBIT 3 to Buyer, Seller agrees to the following (I) Seller shall not object to the filing of an eminent domain proceeding to acquire the Transfer Portion, (2) in any eminent domain action filed by Buyei to acquire the Transfer Portion, Seller shall not challenge Buyer's right to take the Transfer Portion and the only issue shall be the amount of just compensation for the Transfer Portion, (3) in the event proceedings in eminent domain are begun, the date of valuation for determining the amount of just compensation for the Transfer Portion shall be the date on which Buyer files the complaint in said proceeding, and (4) this Agreement, including, without limitation, the entry, possession and use provisions set forth in this EXHIBIT 3, shall control and, therefore, Buyei need not obtain a court ordei for possession in connection with any eminent domain action of 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 3, constitute a binding contract In particular in this regard, Seller acknowledges and agrees that it is important for Buyer to have assurances that the Project may be constructed in a timely manner, and that the rights granted to Buyei in the right of entry, possession and use provisions set forth above in this EXHIBIT 3 to the Agreement are crucial to the Project's success In the event of any dispute concerning the right of entry, possession and use provisions set forth above in this EXHIBIT 3, the Parties agree that monetary damages will not be adequate to make them whole, and intend for the terms of such right of entry, possession and use provisions to be specifically enforceable PSA — City of Redlands 29 RPRP 511 L-076 56881190 v2 EXHIBIT 4 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Special Provisions [APN 0169-281-19] 1 Buyer/SBCTA shall provide for a pedestrian crossing not only on and in accordance with, but also subject to, the terms and conditions of these Special Conditions set forth below in this EXHIBIT 4 2 The pedestrian crossing is expected to be located as approximately shown in the aerial photograph, map or depiction below (on the next following page of this EXHIBIT 4, hereinafter, the "Rendering") The pedestrian crossing is expected to provide access between (a) the vacated extension of Third Street, south of Stuart Avenue, including the improvements expected to be constructed thereon and owned by others, and the property adjacent to and immediately to the west of such vacated extension of Third Street, upon which a parking structure (also to be owned by others) is expected to be constructed (again, by others) and (b) the historic Redlands (Santa Fe) train station and related facilities (which is owned and operated by others, for example, ESRI/Property One, LLC), located south of the tram tracks, which train tracks and adjacent areas and/or facilities, together with the Transfer Portion which is the subject of the purchase in this Agreement, are planned to be used for and/or in connection with the Project, including the construction, operation and/or maintenance of the Project The western -most portion of a building composing a part of the train station is shown in the lower right hand/southeast corner of the Rendering and to the left/west of such building there appears a parking lot which also comprises a portion of the train station facilities 3 Seller/City of Redlands acknowledges and agrees that, notwithstanding the foregoing, the provision of the pedestrian crossing by Buyer/SBCTA is subject to the pedestrian crossing being legally and otherwise permitted (including without limitation by, under and in accordance with any and all applicable laws, statutes, common law, rules, regulations, codes, guidelines, orders, permits, certificates, interpretations, policies, and the like) and approved as well as agreed to by any and all governmental and other agencies and authorities having jurisdiction, control, ownership and/or other applicable rights and/or interests Therefore, notwithstanding anything contained in these Special Conditions to the contrary, the obligations, liabilities and duties of Buyer/SBCTA, as well as the nghts and remedies of Seller/City of Redlands, relating thereto and/or resulting therefrom, including without limitation in the event of a breach, default or failure of perfonnance by Buyer/SBCTA, shall be limited and shall not apply so long as Buyer/SBCTA in good faith makes commercially reasonable efforts to provide for a pedestrian crossing materially complying with the terms of these Special Conditions 4 The Rendering below and appearing after this item 4 on the next following page of this EXHIBIT 4 is incorporated into and otherwise included within and as a part of these Special Provisions In connection with the use and review of the Rendering, the Parties (and each Party) acknowledge and agree that the Rendering is placed in this EXHIBIT 4 in a usual and customary position, such that the top of the page shall generally be North, the bottom of the page shall PSA — City of Redlands 56881190 v2 30 RPRP 5 l 1 L-076 generally be South, the left side of the page shall generally be West and the right side of the page shall generally be East APN 016928119' 31 W STUART AVE Approximate location of .,proposedpedestrian crossing from finite parkin structure f /l 2, to Downtown Redlands train station PSA — City of Redlands 31 RPRP 51 l L 076 56881190 v2 Minute Action AGENDA ITEM 19 Date January 9, 2019 Subject Redlands Passenger Rail Project Right -of -Way Acquisitions Update Recommendation Receive and file an update of the right-of-way acquisitions associated with the Redlands Passenger Rail Project Background On November 2, 2016, San Bernardino County Transportation Authority (SBCTA) Board of Directors authorized staff to proceed with acquisitions of properties necessary for the Redlands Passenger Rail Project (RPRP or Project) In addition, the Director of Transit and Rail Programs was authorized to modify the parcel list as needed Following SBCTA Board direction, an update of the acquisition of properties necessary foi RPRP was provided to the SBCTA Board of Directors on June 6, 2018 Acquisitions identified for the RPRP were deliberately limited to those necessary for the construction of the Project With the exception of one (1) full property acquisition, located east of E Street in the City of San Bernardino, the needed right-of-way will be partial acquisitions located primarily at the grade crossings and temporary construction easements needed for access The improvements proposed on the acquired properties include signal improvements, pedestrian crossings, drainage, utility relocations and accessibility modifications The parcel list was previously updated with the finished design and since then, a couple of parcels have been adjusted to accommodate slight design revisions Additionally, the parcel list includes a general update to owners and the Project Acquisition Number In accordance with the authorization provided on November 2, 2016, staff has prepared an updated parcel list included as Attachment "A" Financial Impact This item is consistent with the SBCTA Fiscal Year 2018/2019 adopted budget Reviewed By This item was received by the Transit Committee on December 13, 2018 Responsible Staff Andres Ramirez, Chief of Transit and Rail Programs Entity San Bernal Brno County Transportation Authority Board of Directors Agenda Item January 9, 2019 Page 2 RESULT RECEIVED Approved Board of Directors Date January 9 2019 Witnessed By San Bernardino County Transportation Authority ATTACHMENT "A" Redlands Passenger Rail Project — Updated Property Impact List —11/15/2018 NO ACQUISITION O APN VESTING NAME OF OWNER/PRINCIPAL PROPERTY TYPE 1 RPRP-003 0136-121-33 0136-121-39 MIRANDA FAMILY HOLDINGS, LLC COMMERCIAL 2 RPRP-008 0136-122-89 0136-122-90 SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT MARK A HARTWIG FIRE CHIEF COMMERCIAL 3 RPRP-115 0136-122-82 WESTBROOK FAMILY TRUST HAROLD TRUITT WESTBROOK II PENNY K WESTBROOK ROBERT E BOTTS BEVERLY ANN BOTTS COMMERCIAL THE BOTTS FAMILY TRUST ROBERT E & BEVERLY ANN BOTTS 4 RPRP-011 0136-033-26 SMITH ETAL DON R SMITH BARBARA R SMITH H MARK BEGUELIN JR ELLEN C JOHNSTON EDWARD T FLETCHER JR MARY FLETCHER G LOUIS FLETCHER JANET G FLETCHER MARILYN LEIBERG KNUDSEN INDUSTRIAL CHRESTEN M KNUDSEN FAMILY LIMITED PARTNERSHIP 5 RPRP 014 0136-122-81 WENHUI LIANG WENHUI LIANG COMMERCIAL 6 RPRP 015 0136 012 08 DTAI BARBARA L VIDMAR JOHN C VIDMAR MARCIA VIDMAR JOHN R VIDMAR DORIS N VIDMAR COMMERCIAL 0136 012 09/�1115AAD 0136-042-10 0136-042-11 0136-042-12 VIDMAR REVOCABLE TRUST 7 RPRP-012 0136-033-27 0136-122-78 CITY OF SAN BERNARDINO -- - ----- PUBLIC FACILITIES INDUSTRIAL PUBLIC FACILITIES 8 RPRP-019 0136-221-28 CHRISTINE LI CHRISTINE LI INDUSTRIAL 9 RPRP-007 RPRP-009 0136 032-22 0136 033 23 TWENTY-SEVEN SAC SELF -STORAGE LIMITED PARTNERSHIP INDUSTRIAL 0136 033-22 10 RPRP-021 0136-251-37 ERIC GRISHAM FAMILY TRUST ERIC E GRISHAM COMMERCIAL Page 1 of 6 ATTACHMENT "A" Redlands Passenger Rail Project — Updated Property Impact List —11/15/2018 NO ACQUISITION NO APN VESTING NAME OF OWNER/PRINCIPAL PROPERTY TYPE 11 RPRP-031 0136-321-04 SALVADOR ANAYA CIO COMMUNITY IRON SALVADOR ANAYA INDUSTRIAL 12 RPRP-030 0136-401-65 E & W PROPERTIES, LLC EDWARD BOYD INDUSTRIAL 13 RPRP-032 RPRP-034 RPRP-035 0136-462-05 0136-451-02 0136-452-26 WASHINGTON LAND VENTURES, LLC INDUSTRIAL 14 RPRP-027 RPRP-029 RPRP-043 RPRP-090 RPRP 126 0136-321-31 0136-321-38 046-7- 40.1-0-1 SAN BERNARDINO FLOOD CONTROL DISTRICT -- -- - -- PUBLIC FACILITIES 0170-181 41 0170-181-43 0281 021-17 0281-021-21 0281-021-26 0281-031-29 0281-041-13 0281-111-22 0292-034-21 0292-034-23 0292-034-44 0292-034-11 0292-034-15 15 RPRP-028 0136-401-68 MAD ATOM LLC INDUSTRIAL 16 RPRP-038 0136-431-14 LGW EQUITY LLC INDUSTRIAL 17 RPRP 039 0136-431-34 GREGORY M ARIAS GREGORY M ARIAS INDUSTRIAL 18 RPRP-041 0281 411-01 CALIFORNIA HOUSING FOUNDATION STEVE VON RAJCS COMMERCIAL Page 2 of 6 ATTACHMENT "A" Redlands Passenger Rail Project — Updated Property Impact List—11/15/2018 NO ACQUISITION O APN VESTING NAME OF OWNER/PRINCIPAL PROPERTY TYPE 19 RPRP 040 0136-431-01 MARTIN ETAL WILLIE MARTIN, JR MICHAEL MARTIN AALIYAH ABDULLAH GLENDA BURNETT CHARLEENA FAIRLEY INDUSTRIAL 20 RPRP-044 0281-021-30 COOLEY PROPERTIES, LP INDUSTRIAL 21 RPRP-048 0281-041-29 FORD WHOLESALE CO , INC M L THOMAS INDUSTRIAL 22 RPRP-042 RPRP-046 RPRP 131 0281 011-48 0281 021 49 CITY OF RIVERSIDE - _ _ _____ INDUSTRIAL INDUSTRIAL INDUSTRIAL INDUSTRIAL 0281 301-18 0281-301-19 0281-041-15 0281 041-34 0281-431-01 0281 431-02 0281-431-03 0281-431-04 23 RPRP-047 0281-041-36 REAGENT CHEMICAL & RESEARCH INC C T CORPORATION SYSTEM VIVIAN IMPERIAL ADMINISTRATIVE/ PROFESSIONAL 24 RPRP-050 02$1-201 01 IAD HANHOUN AND SHEREEN HANHOUN IAD HANHOUN SHEREEN HANHOUN SINGLE FAMILY RESIDENTIAL 25 RPRP-049 0281-102-11 COUNTY OF SAN BERNARDINO --- ------ INDUSTRIAL 26 RPRP-053 0292-032 01 0292-032 47 0292-032 23 0292 034 15 CALTRANS COMMERCIAL Page 3 of 6 ATTACHMENT "A" Redlands Passenger Rail Project — Updated Property Impact List —11/15/2018 NO ACQUISITION O. APN VESTING NAME OF OWNER/PRINCIPAL PROPERTY TYPE 27 RPRP-054 RPRP-056 RPRP-058 RPRP-076 RPRP-089 RPRP-094 RPRP-097 0169-281-19 0169-362-08 0170-142-07 0170 181-44 0170 191-39 0292-034-02 0292-034-05 0292-034-08 0292-064-02 CITY OF REDLANDS COMMERCIAL INDUSTRIAL PUBLIC FACILITIES PUBLIC FACILITIES PUBLIC FACILITIES COMMERCIAL COMMERCIAL COMMERCIAL PUBLIC FACILITIES 28 RPRP-130 0292-034-17 OHANIAN REVOCABLE TRUST COMMERCIAL 29 RPRP-055 0292-034-16 CHASE MANAGEMENT, INC H TROY FARAHMAND COMMERCIAL 30 RPRP-057 0292-064-22 STRICKLER COMMERCIAL, LLC CORBIN STRICKLER COMMERCIAL 31 RPRP-071 RPRP-072 RPRP-129 0169-261-24 0169-271-44 0171-022-13 0171-022-19 PROPERTY ONE, LLC RESIDENTIAL INDUSTRIAL RESTRICTED COMMERCIAL 32 RPRP-060 0292-064 03 0292-064-05 TYRA FAMILY TRUST TYRA FAMILY TRUST COMMERCIAL 33 RPRP-061 0292-064-12 UNITED STATES POSTAL SERVICE --------- COMMERCIAL 34 &1-6a-37-4-82 G & M GAPCO, LLC HARRY 0 SCHENIK COMMERCIAL 35 RPRP-077 0169-281-39 0169-281-34 PROPERTY ONE, LLC COMMERCIAL 36 RPRP-075 0169-281-45 SPIRIT MASTER FUNDING X, LLC - - ----- COMMERCIAL 37 RPRP-080 0169-212-27 ORANGE STREET PLAZA, LLC NASEEM MOALEJ COMMERCIAL 38 0169 311 16 CENTENNIAL PLAZA, LLG DONALD LAM COMMERCIAL Page 4 of 6 ATTACHMENT "A" Redlands Passenger Rail Project — Updated Property Impact List--11/15/2018 NO ACQIOSITION APN VESTING NAME OF OWNER/PRINCIPAL PROPERTY TYPE 39 RPRP-083 0169-312-01 AMCOR PROPERTIES, LLC LOUIS T BURCH INDUSTRIAL 40 RPRP-085 0169-236-07 JAMES F VER STEEG SR JAMES F VER STEEG SR INDUSTRIAL 41 RPRP-082 0169-234-01 TODD ETAL S TODD ALLEN JOY A ALLEN ANTHONY CINQUE JODI L CINQUE RONDAL G. ALLEN INDUSTRIAL ALLEN ETAL MARILYN ALLEN 42 RPRP-084 0169-321-01 0169-321-02 REDLANDS FOOTHILL GROVES -----— COMMERCIAL INDUSTRIAL 43 RPRP-096 0170-191-40 CATALINA GARDENS -RIVERSIDE, LLC DONALD R MARABELLA SINGLE FAMILY RESIDENTIAL 44 RPRP-091 0170-181-46 0170-181-49 UNION PACIFIC RAILROAD COMPANY PUBLIC FACILITIES 45 RPRP-018 0136-061-16 GABRIELLA PARRISH GABRIELLA FADDISH RESIDENTIAL 46 RPRP-020 0136-221-36 LEONARD & MARIA KNAPP LEONARD & MARIA KNAPP COMMERCIAL 47 RPRP-022 0136-321-54 HU FAMILY TRUST HU FAMILY TRUST COMMERCIAL 48 RPRP-023 0136-221 41 0136-221-42 PRIMA -MILL LLC --- ---- - COMMERCIAL 49 RPRP-051 0281-211-19 CARLOS GARCIA & ALEJANDRA NARANJO CARLOS GARCIA & ALEJANDRA NARANJO RESIDENTIAL 50 RPRP-062 0292-063-57 CHASE HOLDINGS LP COMMERCIAL 51 RPRP-063 0169-362-15 FRANCHISE REALTY INTERSTATE CORP COMMERCIAL 52 RPRP-065 0169-371-16 THOMAS 0 BELL THOMAS 0 BELL COMMERCIAL 53 RPRP 073 0169-271 54 NYS NORTH, LLC --------- COMMERCIAL 54 RPRP-087 0169-244-37 STUART STREET REDLANDS, LLC --------- COMMERCIAL Page 5 of 6 ATTACHMENT "A" Redlands Passenger Rail Project — Updated Property Impact List —11/15/2018 NO ACQUISITION O APN VESTING NAME OF OWNER/PRINCIPAL PROPERTY TYPE 55 RPRP 088 0170-131-20 TIMOTHY BEST TIMOTHY BEST COMMERCIAL 56 RPRP-099 0170-201-19 0170 201-20 REDLANDS PROPERTY MANAGEMENT TR RESIDENTIAL 57 RPRP-108 0136-321-49 LIH INVESTMENTS, LLC INDUSTRIAL 58 RPRP-109 0281-102-16 VALACAL COMPANY INDUSTRIAL 59 RPRP-125 0141-431-12 IPT WATERMAN DC LP ------ --- COMMERCIAL 60 RPRP-127 0136 321 30 0136-321-40 GOSAENLEZ LLC -- - ----- COMMERCIAL 61 RPRP-128 0136-411-10 199 EAST CENTRAL AVENUE, LLC --------- COMMERCIAL 62 RPRP-022 1 0136 321 55 BURCHCO LLC - --- COMMERCIAL Page 6 of 6