HomeMy WebLinkAboutContracts & Agreements_141-2021PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
DATED
JULY 20, 2021
BY AND BETWEEN
CITY OF REDLANDS,
a municipal corporation
AS SELLER,
AND
LDC INDUSTRIAL REALTY,
A Limited Liability Corporation,
AS BUYER
TABLE OF CONTENTS
Page
1 PURCHASE AND SALE. 1
2 PURCHASE PRICE. 1
2.1 Deposits. 1
2.2 Deposit of Balance .2
3 ESCROW .2
3 1 Opening of Escrow .2
3.2 Escrow Instructions .2
3.3 Termination/Cancellation .2
4 ACTIONS PENDING CLOSING .3
4 1 Buyer's Diligence Tests. .3
4.2 Buyer's Termination Right. .3
4.3 Title. 4
5 CONDITIONS TO CLOSING .5
5 1 Buyer's Closing Conditions
5.2 Seller's Closing Conditions
6 CLOSING
.5
.6
6
6 1 Closing Date 6
6.2 Deliveries by Seller 6
6.3 Deliveries by Buyer 7
6 4 Actions by Escrow Agent 7
6 5 Prorations/Apportionment. .8
6 6 Closing Costs .9
6 7 Closing Statement .9
6.8 Deliveries Outside of Escrow .9
7 SELLER'S REPRESENTATIONS AND WARRANTIES 10
7 1 Due Organization 10
7.2 Seller's Authority; Validity of Agreements 10
7.3 No Third -Party Rights 10
7 4 Litigation 10
7.5 Survival 10
8 BUYER'S REPRESENTATIONS AND WARRANTIES 11
i
8 1 Due Organization 11
8.2 Buyer's Authority; Validity of Agreements. 11
9 SURVIVAL. 11
10 AS -IS 11
11 RISK OF LOSS 12
111 Condemnation 12
11.2 Casualty 12
12. REMEDIES 13
12.1 Default by Seller
12.2 Default by Buyer
13 BROKERS
13
13
14
14 MISCELLANEOUS PROVISIONS 14
14 1 Entire Agreement 14
14.2 Modification, Waiver 14
14.3 Notices 14
14 4 Expenses 15
14.5 Severability 16
14 6 Successors and Assigns 16
14 7 Counterparts 16
14.8 Governing Law; Jurisdiction, 16
14.9 Headings 16
14 10 Time of Essence 16
14 11 Further Assurances. 16
1412 Construction 17
14 13 Attorneys' Fees 17
14 14 Business Days 17
11
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (this "Agreement") is
made and entered this 20th day of July, 2021 ("Effective Date"), by and between City of Redlands,
a municipal corporation ("Seller"), and LDC Industrial Realty, a California Limited Liability
Corporation ("Buyer"), for the purpose of setting forth their agreement and to provide instructions
to Escrow Agent with respect to the transaction contemplated by this Agreement. Seller and Buyer
are sometimes individually referred to herein as a "Party" and, together, as the "Parties."
RECITALS
WHEREAS, Seller is the owner of an undivided fee simple interest in certain real property,
principally located in the unincorporated area of the county of San Bernardino ("County"), state
of California, commonly identified as County Assessor Parcel Numbers 0292-041-08, 38, and 44-
0000, and as more particularly described on Exhibit "A," which is attached hereto and incorporated
herein by this reference (the "Property"); and
WHEREAS, Seller desires to sell, transfer, and convey the Property to Buyer, and Buyer
desires to purchase and acquire the Property from Seller, upon and subject to the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller hereby agree, and instruct Escrow Agent, as follows.
AGREEMENT
1 PURCHASE AND SALE.
Subject to and upon all of the terms and conditions of this Agreement, Seller agrees to sell,
transfer, and convey to Buyer, and Buyer agrees to purchase and acquire from Seller, the Property,
and all improvements located thereon, in its condition as of the Effective Date of this Agreement.
2. PURCHASE PRICE.
The purchase price of the Property (the "Purchase Price") shall be Forty Six Million Fifty
Thousand Dollars ($46,050,000) The Purchase Price shall be payable as follows.
2 1 Deposits. Within two (2) business days following the "Opening of Escrow" (as
hereinafter defined), Buyer shall deposit into "Escrow" (as hereinafter defined) the sum of Five
Hundred Thousand dollars ($500,000) (which amount, together with any and all interest earned
thereon, shall hereinafter be referred to as the "Deposit"). The Deposit shall be non-refundable,
except as specifically provided otherwise in Section 4.3.2, but shall be credited against the
Purchase Price at Closing.
2.1 1 Refund of Deposit. In the event that Buyer delivers its Feasibility Notice,
but subsequently elects to terminate this Agreement due to (a) a Seller Default, as defined in
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Section 12.1 hereunder, (b) a failure of a Buyer's Condition to Closing, or (c) Buyer's reasonable
objection to the determination of any geotechnical report or "Phase I" Preliminary Environmental
Site Assessment report, any hazardous materials located upon the Property, or any title defect
which cannot be cured by Seller pursuant to Section 4.3.2 then, subject to the terms of Section
12.1, (i) the Deposit shall be returned by Escrow Agent to Buyer, or to the extent previously
released to Seller, and refunded to Buyer by Seller, (ii) this Agreement and the Escrow shall
terminate, and (iii) the Parties shall have no further obligation to one another with respect to this
Agreement, except with respect to such provisions which by their terms survive the termination of
this Agreement.
2 1.2 Interest. The Deposit and any other cash held by Escrow Agent for the
benefit of Buyer shall be held in a federally insured interest bearing account, and the interest shall
accrue to Buyer's benefit.
2.2 Deposit of Balance. Buyer shall, at least one (1) business day prior to Closing (as
defined in Section 6 1), deposit into Escrow in the form of wire transfer, cash or a certified or bank
cashier's check for immediately available funds, the amount of the Purchase Price less the Deposit,
plus Buyer's closing costs and Buyer's share of any pro -rations to be made in accordance with this
Agreement.
3 ESCROW
3 1 Opening of Escrow. Buyer and Seller shall cause an escrow ("Escrow") to be
opened with First American Title Insurance Company located at 3281 East Guasti Road, Suite
440, Ontario, CA 91761 Attention. Kelly A. Simoneau, ksimoneau@firstam.com ("Escrow
Agent") by delivery to Escrow Agent of a fully executed copy of this Agreement. Escrow Agent
shall promptly deliver to Buyer and Seller written notice of the date of the "Opening of Escrow "
As used herein, the term "Opening of Escrow" means the day on which Escrow Agent provides
written notification to the Parties of its receipt of a fully executed copy of this Agreement.
3.2 Escrow Instructions. This Agreement shall constitute escrow instructions to
Escrow Agent as well as the agreement of the Parties. In the event that any other printed escrow
instructions are requested of the Parties and the terms thereof conflict or are inconsistent with any
provision of this Agreement or any deed, instrument, or document executed or delivered in
connection with the transaction contemplated hereby, the provisions of this Agreement, or such
deed, instrument, or document shall control. Escrow Agent is hereby appointed and designated to
act as Escrow Agent and instructed to deliver, pursuant to the terms of this Agreement, the
documents and funds to be deposited into Escrow as herein provided.
3.3 Termination/Cancellation. Upon any termination or cancellation (the terms being
used interchangeably herein) by either of the Parties as expressly allowed under this Agreement
(including, without limitation, any deemed termination or cancellation), (a) the Deposit shall be
delivered to the Party that this Agreement specifies is entitled thereto, (b) all documents,
instruments, and funds delivered into Escrow shall be returned to the Party that delivered the same
into Escrow, and (c) the Parties shall thereafter be relieved from further liability hereunder, except
with respect to any obligations under this Agreement that are expressly stated to survive any
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termination of this Agreement. A copy of any notice of termination allowed under this Agreement
shall be sent to Escrow Agent by the Party electing to terminate.
4 ACTIONS PENDING CLOSING
4 1 Buyer's Diligence Tests.
4 1 1 For sixty (60) days from the Opening of Escrow, Buyer and its employees,
agents, consultants, and contractors shall be entitled, at Buyer's sole cost and expense, to (a) enter
onto the Property to perform any inspections, investigations, studies, and tests of the Property
(including, without limitation, physical, engineering, soils, geotechnical, and environmental tests)
that Buyer deems reasonable, and (b) investigate such other matters pertaining to the Property as
Buyer may desire. Notwithstanding the foregoing, Buyer shall not conduct any invasive testing
on the Property without the prior written consent of Seller Any entry by Buyer onto the Property
shall be subject to, and conducted in accordance with, all applicable laws.
4 1.2 Buyer shall keep the Property free and clean of any mechanics' liens and
indemnify, protect, defend, and hold Seller and Seller's elected and appointed officials, officers,
employees and authorized agents (each an "Indemnified Party" and collectively, the "Indemnified
Parties") harmless from and against any and all claims (including, without limitation, claims for
mechanic's liens or materialman's liens), causes of action, demands, obligations, losses, damages,
liabilities, judgments, costs, and expenses (including, without limitation, reasonable attorneys'
fees, charges, and disbursements) (collectively, "Claims") in connection with or arising out of any
inspections of the Property carried on by or on behalf of Buyer pursuant to the terms hereof,
provided, however, that Buyer shall have no responsibility or liability for (a) the negligence or
willful misconduct of any Indemnified Party; (b) any adverse condition or defect on or affecting
the Property not caused by Buyer or its employees, agents, consultants, or contractors but
discovered or impacted during their inspections including, without limitation, the pre-existing
presence or discovery of any matter (such as, but not limited to, any Hazardous Substance (as
hereinafter defined)); and/or (c) the results or findings of any inspection.
4 1.3 Upon completion of Buyer's inspections, Buyer shall promptly repair any
material damage to the Property caused by its entry thereon and restore the Property to
substantially the same conditions as it existed prior to Buyer's entry under this Section 4 1
4 1 4 The provisions of this Section 4 1 shall survive the Closing or the earlier
termination of this Agreement.
4.2 Buyer's Termination Right. Buyer shall have the right at any time on or before the
date thirty (30) days following the Opening of Escrow (the "Due Diligence Termination Date") to
terminate this Agreement by delivering a written notice of such termination to Seller and Escrow
Agent if Buyer determines, in its sole and absolute discretion, that the Property is not acceptable
to Buyer for any reason. Buyer shall indicate its satisfaction and/or waiver of the Due Diligence
condition described in this Section 4.2 by delivering written notice of such satisfaction and/or
waiver ("Feasibility Notice") to Seller and Escrow Agent on or prior to the Due Diligence
Termination Date. In the event Buyer fails to timely deliver a Feasibility Notice, then this
Agreement and the Escrow shall be automatically deemed terminated and thereafter the Parties
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shall be relieved from further liability hereunder, except with respect to any obligations under this
Agreement that are expressly stated to survive any termination of this Agreement.
4.3 Title.
4.3 1 Deliveries by Seller Within two (2) business days after the Opening of
Escrow, Seller shall cause First American Title Company ("Title Insurer") to issue and deliver to
Buyer (a) a current commitment for an CLTA standard coverage Owner's Policy of Title Insurance
for the Property (the "Title Report") and (b) legible copies of all documents referenced therein
(collectively with the Title Report, the "Title Documents").
4.3.2 Buyer's Review of Title. Buyer shall have until the date thirty (30) business
days following the opening of Escrow ("Title Review Date") to notify Seller in writing of any
objection that Buyer may have to any matters reported or shown in any survey or the Title
Documents or any amendments or updates thereof (a "Buyer's Objection Letter") (provided,
however, that if any such amendments or updates are received by Buyer after or within five (5)
business days before the Title Review Date, Buyer shall have five (5) business days following
Buyer's receipt of such amendment or update and copies of all documents referenced therein to
notify Seller of objections to matters shown on any such amendment or update that were not
disclosed on the previously delivered survey or Title Documents and the Closing Date shall
automatically be extended as necessary to facilitate such notice period and any subsequent periods
for Seller's response and Buyer's election as provided in subsections (i) and (ii), below). Matters
shown as exceptions to coverage in the Title Report (or any amendments or updates thereof) that
are not timely objected to by Buyer as provided above shall be deemed to be "Permitted
Exceptions." Seller shall cooperate, at no cost to Seller, with Buyer to eliminate matters objected
to by Buyer, but, except as set forth in the last sentence of this Section 4.3.2, Seller shall have no
obligation to cure or correct any matter objected to by Buyer On or before the fifth (5th) business
day following Seller's receipt of Buyer's Objection Letter, Seller may elect, by delivering written
notice of such election to Buyer and Escrow Agent ("Seller's Response"), to cause Title Insurer to
remove or insure over any matters objected to in Buyer's Objection Letter If Seller fails to deliver
Seller's Response within the period set forth above, it shall be deemed an election by Seller not to
cause Title Insurer to so remove or insure over such objections. If Seller elects or is deemed to
have elected not to cause Title Insurer to so remove or insure, or if Buyer determines, in its sole
discretion, that any proposed endorsement for or insurance over an objected matter is
unsatisfactory, then Buyer must elect, by delivering written notice of such election to Seller and
Escrow Agent on or before the earlier to occur of (a) the fifth (5th) business day following Buyer's
receipt of Seller's Response or (b) if no Seller's Response is received by Buyer, the fifth (5th)
business day following the date on which Seller shall have been deemed to have responded, as
provided above, to (i) terminate this Agreement, in which case the Deposit, previously deposited
in Escrow by Buyer, shall be immediately delivered to Seller; or (ii) proceed with this transaction,
in which event those objected to exceptions or matters that Seller has not elected to cause Title
Insurer to so remove or insure shall be deemed to be Permitted Exceptions. In the event that Buyer
fails to make such election on a timely basis, then Buyer shall be deemed to have elected to
terminate this Agreement in accordance with the preceding clause (i) Notwithstanding anything
else stated herein, in all events, regardless of whether Buyer has given notice of objection as stated
above Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens
and encumbrances in existence as of the Agreement Date or incurred by Seller on or before Closing
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hereunder (other than current taxes not yet due) and any additional encumbrances incurred by
Seller after the Effective Date of this Agreement in violation of any provision of this Agreement,
and, except as may be otherwise specifically set forth in this Agreement, terminate all leases,
possessory agreements, licenses, and operating agreements that affect the Property and Buyer need
not object to any such matters. In furtherance thereof, Seller agrees not to cause or create any
additional encumbrances or other matters affecting title to the Property to be incurred following
the Effective Date of this Agreement that are not satisfied or otherwise removed on or before Close
as contemplated above.
4.3.3 Condition of Title at Closing. Upon the Closing, Seller shall sell, transfer,
and convey to Buyer fee simple title to the Property by a duly executed and acknowledged grant
deed in the form of Exhibit "B," which is attached hereto and incorporated herein by reference_(the
"Grant Deed"), subject only to the Permitted Exceptions and the reservations and other matters, if
any, referenced or described in said Grant Deed.
5 CONDITIONS TO CLOSING
5 1 Buyer's Closing Conditions. The obligation of Buyer to complete the transaction
contemplated by this Agreement is subject to the following conditions precedent (and conditions
concurrent, with respect to deliveries to be made by Seller at the Closing) (the "Buyer's Closing
Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by
Buyer only in a writing executed by Buyer
5 1 1 Title. Title Insurer shall be irrevocably and unconditionally prepared and
committed to issue to Buyer (with an effective date not earlier than the Closing Date), a CLTA
standard coverage owner's policy of title insurance ("CLTA Standard Policy") in favor of Buyer
for the Property (a) showing fee title to the Property vested in Buyer, (b) with liability coverage in
an amount equal to the Purchase Price, (c) with those endorsements reasonably requested by Buyer
including, without limitation, a Mechanic's Lien Endorsement, and (d) containing no exceptions
other than the Permitted Exceptions and the reservations and other matters referenced or described
in the Grant Deed (the "Owner's Title Policy") Buyer may, at its expense, obtain from the Title
Company an ALTA extended coverage owner's policy provided the issuance of such ALTA form
title policy shall not be a condition to Close of Escrow and shall cause no delay to the Close of
Escrow In the event Buyer elects to obtain an ALTA extended coverage policy, Buyer shall obtain
an ALTA Survey, at its sole cost and expense, in a timely manner so as to facilitate the issuance
of the ALTA extended coverage policy upon the Close of Escrow
5 1.2 Seller's Due Performance. All of the representations and warranties of
Seller set forth in Section 8 shall be true, correct, and complete in all material respects as of the
Closing Date, and Seller, on or prior to the Closing Date, shall have complied with and/or
performed all of the obligations, covenants, and agreements required on the part of Seller to be
complied with or performed pursuant to the terms of this Agreement on or prior to the Closing.
5 1.3 Physical Condition of Property The physical condition of the Property
shall be substantially the same on the Closing Date as on the Effective Date of this Agreement,
except for reasonable wear and tear and any damages due to any act of Buyer or Buyer's
representatives.
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5 1 4 Bankruptcy No action or proceeding shall have been commenced by or
against Seller under the federal bankruptcy code or any state law for the relief of debtors or for the
enforcement of the rights of creditors, and no attachment, execution, lien, or levy shall have
attached to or been issued with respect to Seller's interest in the Property or any portion thereof.
5 1.5 Possession/Removal of Personal Property Upon the Close of Escrow,
Seller shall deliver exclusive possession of the Property to Buyer Prior to the Close of Escrow
Seller shall have the right to remove Seller's equipment, trade fixtures or other personal property
Any such salvage and removal shall be performed pursuant to all required permits, in accordance
with all laws, rules and regulations, and in such manner that the Property is delivered upon the
Close of Escrow without any safety issues on site, such as large holes, partially razed structures,
or any other similarly unsafe conditions. Any improvements or personal property of Seller
remaining on the Property after the Close of Escrow shall be conclusively deemed abandoned by
Seller (the "Abandoned Personal Property"). Seller waives and relinquishes all rights, title, interest
and claims in any such Abandoned Personal Property and effective upon abandonment transfers,
conveys and assigns all of its right, title and interest in such Abandoned Personal Property to Buyer
for disposition as determined by Buyer in Buyer's sole and absolute discretion.
5.2 Seller's Closing Conditions. All of the representations and warranties of Buyer set
forth in Section 8 shall be true, correct, and complete in all material respects as of the Closing
Date, and Buyer, on or prior to the Closing Date, shall have complied with and/or performed all
of the obligations, covenants, and agreements required on the part of Buyer to be complied with
or performed pursuant to the terms of this Agreement on or prior to the Closing.
6 CLOSING
6 1 Closing Date. Subject to the provisions of this Agreement, the Closing shall take
place on or before the 26th day of August, 2021 ("Closing Date"). As used herein, the "Closing"
shall mean the recordation of the Grant Deed in the Official Records.
6.2 Deliveries by Seller On or before the Closing Date, Seller, at its sole cost and
expense, shall deliver or cause to be delivered into Escrow the following items, documents, and
instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged,
and, if applicable, in proper form for recording.
6.2 1 Grant Deed. The Grant Deed conveying the Property to Buyer;
6.2.2 Non -Foreign Affidavit. A Non -Foreign Affidavit in the form attached
hereto as Exhibit "C" (the "Non -Foreign Affidavit"),
6.2.3 State Affidavit. A California Franchise Tax Board Form 593-C (the "State
Affidavit"),
6.2 4 Owner's Affidavit. An owner's affidavit or seller's certificate duly
executed by Seller in the form customarily required by title insurance companies in the county in
which the Property is located, in connection with the issuance of title insurance, to remove
standard exceptions for mechanics liens, the gap period from the latest title update of Buyer's title
insurance commitment and Parties in possession,
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6.2.5 Proof of Authority Such proof of Seller's authority and authorization to
enter into this Agreement and the transaction contemplated hereby, and such proof of the power
and authority of the individuals executing or delivering any instruments, documents, or certificates
on behalf of Seller to act for and bind Seller as may be reasonably required by Title Insurer or
Escrow Agent; and
6.2.6 Other Such other items, documents, and instruments as may be reasonably
required by Buyer, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions
of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be
performed by Seller at the Closing pursuant to this Agreement.
6.3 Deliveries by Buyer On or before the Closing Date, Buyer, at its sole cost and
expense, shall deliver or cause to be delivered into Escrow the following funds and the following
items, documents, and instruments, each dated as of the Closing Date, fully executed and, if
appropriate acknowledged, and, if applicable, in proper form for recording:
6.3 1 Purchase Price. Cash or other immediately available funds in an amount
equal to the unpaid sum of the Purchase Price (less the Deposit) and all of Buyer's share of the
Closing Costs (as hereinafter defined) (and otherwise sufficient to close the transaction
contemplated herein),
6.3.2 Proof of Authority Such proof of Buyer's authority and authorization to
enter into this Agreement and the transaction contemplated hereby, and such proof of the power
and authority of the individuals executing or delivering any instruments, documents, or certificates
on behalf of Buyer to act for and bind Buyer as may be reasonably required by Title Insurer or
Escrow Agent; and
6.3.3 Other Such other items, documents, and instruments as may be reasonably
required by Seller, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions
of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be
performed by Buyer at the Closing pursuant to this Agreement.
6 4 Actions by Escrow Agent. Provided that Escrow Agent shall not have received
written notice from Buyer or Seller of the failure of any condition to the Closing or of the
termination of the Escrow and this Agreement, when Buyer and Seller have deposited into Escrow
the documents and funds required by this Agreement and Title Insurer is irrevocably and
unconditionally prepared and committed to issue the Owner's Title Policy in accordance with the
terms hereof, Escrow Agent shall, in the order and manner herein below indicated, take the
following actions
6 4 1 Recording. Cause the Grant Deed and any other documents customarily
recorded and/or that the Parties hereto may mutually direct to be recorded in the Official Records
and obtain conformed copies thereof for distribution to Buyer and Seller
6 4.2 Funds. Disburse all funds as follows.
6 4.2.1 Pursuant to the Closing Statement (as hereinafter defined), retain
for Escrow Agent's own account all escrow fees and costs, disburse to Title Insurer the fees and
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expenses incurred in connection with the issuance of the Owner's Title Policy, and disburse to any
other persons or entities entitled thereto the amount of any other Closing Costs,
6 4.2.2 Disburse to Seller an amount equal to the Purchase Price, less or
plus the net debit or credit to Seller by reason of the pro -rations and allocations of Closing Costs
provided for in this Agreement; and
6 4.2.3 Disburse to the Party who deposited the same any remaining
funds in the possession of Escrow Agent after the payments pursuant to Sections 6 4.2 1 and
6 4.2.2 above have been completed.
6 4.3 Delivery of Documents. Deliver. (a) to Seller (i) one original of all
documents deposited into Escrow (other than the Grant Deed, the other documents recorded
pursuant to the terms of this Agreement, the Non -Foreign Affidavit, the State Affidavit and the
General Assignment), (ii) one copy of the Non -Foreign Affidavit, the State Affidavit and the
General Assignment, and (iii) one conformed copy of each document recorded pursuant to the
terms of this Agreement; and (b) to Buyer, (i) one original of all documents deposited into Escrow
(other than the Grant Deed and the other documents recorded pursuant to the terms of this
Agreement, but including, without limitation, the Non -Foreign Affidavit and the State Affidavit),
and (ii) the one conformed copy of each document recorded pursuant to the terms of this
Agreement. Originals of any documents recorded at Closing shall be delivered after such
recording as indicated thereon.
6 4 4 Owner's Title Policy Cause Title Insurer to issue or be irrevocably and
unconditionally prepared and committed to issue the Owner's Title Policy to Buyer
6.5 Pro-rations/Apportionment.
6.5 1 Method of Proration. Taxes and assessments affecting the Property shall be
prorated between Buyer and Seller as of the Closing Date based on a 365-day year All non -
delinquent real estate taxes and assessments on the Property shall be prorated based on the actual
current tax bill, but if such tax bill has not yet been received by Seller by the Closing Date or if
supplemental taxes are assessed after the Closing for the period prior to the Closing, the Parties
shall make any necessary adjustment after the Closing by cash payment to the Party entitled thereto
so that Seller shall have borne all real property taxes, including all supplemental taxes, allocable
to the period prior to the Closing and Buyer shall bear all real property taxes, including all
supplemental taxes, allocable to the period from and after the Closing. If any real property taxes
or assessments or any expenses attributable to the Property and allocable to the period prior to the
Closing are discovered or billed after the Closing, the Parties shall make any necessary adjustment
after the Closing by cash payment to the Party entitled thereto within five (5) business days
following the discovery thereof or the receipt by any Party of the bill therefor, as the case may be,
so that Seller shall have borne all real property taxes, assessments and expenses allocable to the
period prior to the Closing and Buyer shall bear all real property taxes, assessments and expenses
allocable to the period from and after the Closing.
6.5.2 Survival. The obligations under this Section 6.5 shall survive the Closing
and the delivery and recordation of the Grant Deed for the Property
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6 6 Closing Costs. Each Party shall pay its own costs and expenses arising in
connection with the Closing (including, without limitation, its own attorneys' and advisors' fees,
charges, and disbursements), except the following costs (the "Closing Costs"), which shall be
allocated between the Parties as follows.
6 6 1 Escrow Agent's escrow fees and costs shall be paid one-half by Seller and
one-half by Buyer;
6 6.2 The cost of the Owner's Title Policy attributable to the standard coverage
portion shall be paid by Buyer;
6 6.3 The cost of the Owner's Title Policy attributable to the extended coverage
portion shall be paid by Buyer;
6.6 4 The cost of any items required to be provided by Seller pursuant to Section
4.3.2, shall be paid by Seller, and the costs of any other endorsements to the Owner's Title Policy
shall be paid by Buyer;
6 6.5 Seller shall pay the cost of any documentary transfer taxes in connection
with the recording of the Grant Deed,
6.6 6 Buyer shall pay all recording costs for recording the Grant Deed, and
6 6 7 All other closing fees and costs shall be charged to and paid by Seller and
Buyer in accordance with customary practices in the County
6 7 Closing Statement. Three (3) business days prior to the Closing Date, Escrow
Agent shall deliver to each of the Parties for their review and approval a preliminary closing
statement (the "Preliminary Closing Statement") setting forth. (a) the proration amounts allocable
to each of the Parties pursuant to Section 6.5, and (b) the Closing Costs allocable to each of the
Parties pursuant to Section 6 6 Based on each of the Party's comments, if any, regarding the
Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and
deliver a final, signed version of a closing statement to each of the Parties at the Closing (the
"Closing Statement").
6.8 Deliveries Outside of Escrow Upon the Closing, Seller shall deliver sole and
exclusive possession of the Property to Buyer, subject only to the Permitted Exceptions. Effective
immediately upon the Closing, any personal property remaining on the Land shall be deemed
abandoned and may be removed and disposed of by Buyer at its sole cost and expense. This
Section 6.8 shall survive the Closing.
7 SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES
Seller represents, and warrants to and agrees with Buyer, as of the Effective Date of this
Agreement and as of the Closing Date, as follows.
7 1 Due Organization. Seller is a municipal corporation duly formed under the laws of
the State of California.
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7.2 Seller's Authority; Validity of Agreements. Seller has full right, power, and
authority to sell the Property to Buyer as provided in this Agreement and to carry out its obligations
hereunder The individuals executing this Agreement and the instruments referenced herein on
behalf of Seller has/have the legal power, right, and actual authority to bind Seller to the terms
hereof and thereof. This Agreement is, and all other instruments, documents and agreements to
be executed, and delivered by Seller in connection with this Agreement shall be, duly authorized,
executed, and delivered by Seller and the valid, binding, and enforceable obligations of Seller
(except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and
as of the Closing Date will not result in any violation of, or conflict with, or constitute a default
under, any provisions of any agreement of Seller or any mortgage, deed of trust, indenture, lease,
security agreement, or other instrument, covenant, obligation, or agreement to which Seller or the
Property is subject, or any judgment, law, statute, ordinance, writ, decree, order, injunction, rule,
ordinance, or governmental regulation or requirement affecting Seller or the Property
7.3 No Third -Party Rights. Except as disclosed in the Title Report, Seller is not aware
of any leases or occupancy agreements that grant third -Parties any possessory or usage rights to
all or any part of the Property
7 4 Litigation. Seller is not aware of (a) any actions, investigations, suits, or
proceedings pending or threatened that affect the Property, the ownership or operation thereof, or
the ability of Seller to perform its obligations under this Agreement, and (b) there are no judgments,
orders, awards, or decrees currently in effect against Seller with respect to the ownership or
operation of the Property that have not been fully discharged prior to the Effective Date of this
Agreement.
7.5 Survival. All of the representations, warranties, and agreements of Seller set forth
in this Agreement shall be true upon the Effective Date of this Agreement, shall be deemed to be
repeated at and as of the Closing Date, and shall survive the delivery of the Grant Deed and the
Closing for a period of one (1) year Prior to a termination of this Agreement, Seller shall not take
any action, fail to take any required action, or willfully allow or consent to any action that would
cause any of Seller's representations or warranties to become untrue. If any representation or
warranty of Seller was true as of the Effective Date of this Agreement, but is not true as of the
Closing Date, then Seller shall disclose this changed fact to Buyer in writing. So long as Seller
makes the foregoing disclosure and the change of circumstances regarding the representation or
warranty did not arise due to the fault of Seller, then Seller shall not be in breach of this Agreement
due to the fact that the representation or warranty has become untrue as of the Closing Date;
provided, however, the fact that any representation or warranty under this Section 7 is untrue as of
the Closing Date shall still be a failure of a condition pursuant to Section 5 1.2. Notwithstanding
the foregoing, if Buyer has actual knowledge of the incorrectness of any representation or warranty
set forth in this Section 7 as of the Close of Escrow and Buyer has not elected to terminate this
Agreement as provided herein, then Buyer will be deemed to have waived any claim against Seller
for the incorrectness of such representation or warranty
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8 BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to Seller, as of the Effective Date of this Agreement and as
of the Closing Date, as follows.
8 1 Buyer's Authority; Validity of Agreements. Buyer has full right, power, and
authority to purchase and acquire the Property from Seller as provided in this Agreement and to
carry out its obligations hereunder The individuals executing this Agreement and the instruments
referenced herein on behalf of Buyer has/have the legal power, right, and actual authority to bind
Buyer to the terms hereof and thereof. This Agreement is, and all other instruments, documents,
and agreements to be executed and delivered by Buyer in connection with this Agreement shall
be, duly authorized, executed, and delivered by Buyer and the valid, binding, and enforceable
obligations of Buyer (except as enforcement may be limited by bankruptcy, insolvency, or similar
laws) and do not, and as of the Closing Date will not, violate any provision of any law, statute,
ordinance, rule, regulation, agreement or judicial order to which Buyer is a Party or to which Buyer
is subject.
9 SURVIVAL.
ALL OF THE REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF
BUYER SET FORTH IN THIS AGREEMENT SHALL BE TRUE UPON THE EFFECTIVE
DATE OF THIS AGREEMENT, SHALL BE DEEMED TO BE REPEATED AT AND AS OF
THE CLOSING DATE AND SHALL SURVIVE THE DELIVERY OF THE GRANT DEED
AND THE CLOSING FOR A PERIOD OF ONE (1) YEAR. PRIOR TO A TERMINATION OF
THIS AGREEMENT, BUYER SHALL NOT TAKE ANY ACTION, FAIL TO TAKE ANY
REQUIRED ACTION, OR WILLFULLY ALLOW OR CONSENT TO ANY ACTION THAT
WOULD CAUSE ANY OF BUYER'S REPRESENTATIONS OR WARRANTIES TO
BECOME UNTRUE.
10 AS -IS
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS (A)
BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF
PROPERTY, (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS
AGREEMENT, THE DEED, AND/OR ANY OTHER DOCUMENT OR INSTRUMENT
DELIVERED BY SELLER AT CLOSING (THE "EXPRESS REPRESENTATIONS"),
NEITHER SELLER NOR ANY OF ITS AGENTS, REPRESENTATIVES, BROKERS,
OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, OR EMPLOYEES HAS MADE
OR WILL MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY, AND (C) THE PROPERTY IS BEING SOLD TO BUYER IN
ITS PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS REPRESENTATIONS
SUBJECT TO THE EXPRESS REPRESENTATIONS AND THE TERMS HEREOF, BUYER
WILL BE AFFORDED THE OPPORTUNITY TO MAKE ANY AND ALL INSPECTIONS OF
THE PROPERTY AND SUCH RELATED MATTERS AS BUYER MAY REASONABLY
DESIRE AND, ACCORDINGLY, SUBJECT TO THE EXPRESS REPRESENTATIONS,
BUYER WILL RELY SOLELY ON ITS OWN DUE DILIGENCE AND INVESTIGATIONS IN
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PURCHASING THE PROPERTY IN CONNECTION WITH THE FOREGOING, BUYER
EXPRESSLY AGREES TO WAIVE ANY AND ALL RIGHTS WHICH BUYER MAY HAVE
UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS
FOLLOWS
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR."
11 RISK OF LOSS.
11 1 Condemnation. If, prior to any Closing, all or any portion of the Property is taken
by condemnation or eminent domain (or is the subject of a pending or contemplated taking which
has not been consummated), Seller shall immediately notify Buyer in writing of such fact. In such
event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given
within ten (10) business days after receipt of such notice from Seller, in which event the Deposit
shall be returned to Buyer Notwithstanding the foregoing, Buyer's failure to provide written
notice of Buyer's election to terminate within such ten (10) business day period shall be deemed
Buyer's election to terminate this Agreement. Prior to any termination or deemed termination of
this Agreement, Buyer shall have the right to participate in any proceedings and negotiations with
respect to the taking and any transfer in lieu of taking (and Seller shall not consummate any transfer
in lieu of taking without Buyer's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed) If Buyer waives the right to terminate this Agreement and
elects to proceed with the Closing, then (a) Seller, at, and as a condition precedent to Buyer's
obligation to proceed with, the Closing, must: (i) pay to Buyer (or direct Escrow Agent to credit
Buyer against the Purchase Price for) the amount of all awards for the taking (and any
consideration for any transfer in lieu of taking) actually received by Seller; and (ii) assign to Buyer
by written instrument reasonably satisfactory to Buyer all rights or claims to any future awards for
the taking (and any consideration for any transfer in lieu of taking), and (b) the Parties shall
proceed to the Closing pursuant to the terms hereof without further modification of the terms of
this Agreement.
11.2 Casualty Prior to the Closing and notwithstanding the pendency of this
Agreement, the entire risk of loss or damage by earthquake, hurricane, tornado, flood, landslide,
fire, sinkhole, contamination by hazardous materials or other casualty shall be borne and assumed
by Seller If, prior to the Closing, any portion of the Property is damaged as a result of any
earthquake, hurricane, tornado, flood, sinkhole, landslide, fire, contamination by hazardous
materials or other casualty, Seller shall immediately notify Buyer in writing of such fact. In such
event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given
within ten (10) business days after receipt of any such notice from Seller, in which event the
Deposit shall be returned to Buyer Notwithstanding the foregoing, Buyer's failure to provide
written notice of Buyer's election to terminate within such ten (10) business day period shall be
deemed Buyer's election to terminate this Agreement. Prior to any termination or deemed
termination of this Agreement, Buyer shall have the right to participate in any adjustment of the
insurance claim. If Buyer waives the right to terminate this Agreement and elects to proceed with
12
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the Closing, then (a) Seller, at, and as a condition precedent to Buyer's obligation to proceed with,
the Closing, must either (i) pay to Buyer (or direct Escrow Agent to credit Buyer against the
Purchase Price for) the amount of any insurance proceeds actually received by Seller plus the
amount of any deductible under Seller's insurance; or (ii) if no insurance proceeds have been
received by Seller, assign to Buyer by written instrument reasonably satisfactory to Buyer all rights
or claims to the insurance proceeds and credit Buyer against the Purchase Price for any deductible
payable under Seller's insurance policy; and (b) the Parties shall proceed to the Closing pursuant
to the terms hereof without further modification of the terms of this Agreement.
12. REMEDIES
12.1 Default by Seller If Seller shall breach any of the terms or provisions of this
Agreement or otherwise fail to perform any of Seller's obligations under this Agreement at or prior
to Closing, and if such failure continues without cure by Seller for five (5) business days after
Buyer provides Seller and Escrow Agent with written notice thereof (a "Seller Default"), and
provided Buyer is not then in default, then Buyer may, as Buyer's sole remedies for such failure,
but without limiting Buyer's right to recover attorneys' fees pursuant to Section 14 13 below. (a)
waive the effect of such matter and proceed to consummate this transaction, (b) cancel this
Agreement and receive a full refund of the Deposit and recover from Seller the reasonable out-of-
pocket expenses incurred by Buyer related to the Property and this transaction, which amounts
shall be payable by Seller to Buyer within five (5) business days following receipt by Seller of
written request therefor from Buyer together with copies of invoices evidencing such expenses, or
(c) proceed with any remedies available to Buyer at law or in equity, which may, without
limitation, include the bringing of an action against Seller for specific performance and/or recovery
of the Deposit and any other damages suffered or incurred by Buyer as a result of any breach or
failure by Seller to perform any of Seller's obligations under this Agreement.
12.2 Default by Buyer IF BUYER SHALL BREACH ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR OTHERWISE FAIL TO PERFORM ANY OF
BUYER'S OBLIGATIONS UNDER THIS AGREEMENT AND IF SUCH FAILURE
CONTINUES WITHOUT CURE BY BUYER FOR FIVE (5) BUSINESS DAYS AFTER
SELLER PROVIDES BUYER AND ESCROW AGENT WITH WRITTEN NOTICE THEREOF,
AND PROVIDED SELLER IS NOT THEN IN DEFAULT, THEN SELLER MAY WAIVE
SUCH BREACH AND PROCEED TO CONSUMMATE THIS TRANSACTION IN
ACCORDANCE WITH THE TERMS HEREOF, OR SELLER MAY, AS ITS EXCLUSIVE
REMEDY (BUT WITHOUT LIMITING SELLER'S RIGHT TO RECOVER ATTORNEYS'
FEES PURSUANT TO SECTION 14 13 BELOW), CANCEL THIS AGREEMENT AND
RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND AS CONSIDERATION FOR
THE ACCEPTANCE OF THIS AGREEMENT AND FOR TAKING THE PROPERTY OFF
THE MARKET, AND NOT AS A PENALTY BUYER AND SELLER HAVE DETERMINED
AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY
DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY
THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IF BUYER
FAILS TO PERFORM ANY OF ITS OBLIGATIONS IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, AND THE PARTIES AGREE THAT A
REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES IS AN
AMOUNT EQUAL TO THE DEPOSIT ACCORDINGLY, BUYER AND SELLER AGREE
13
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THAT IF BUYER BREACHES ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT
OR OTHERWISE DEFAULTS HEREUNDER, SELLER MAY RETAIN THE DEPOSIT AS
LIQUIDATED DAMAGES THE PAYMENT AND RETENTION OF THE DEPOSIT AS
LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN
THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677
Buyer's Initials
13 BROKERS
Seller shall have no liability to any broker engaged by Buyer in connection with the sale
of the Property to Buyer Buyer shall indemnify, defend, protect, and hold Seller harmless from
and against any and all Claims incurred by Seller by reason of any breach or inaccuracy of the
representation, warranty, and agreement of Buyer contained in this Section 13 The provisions of
this Section 13 shall survive the Closing or earlier termination of this Agreement
14 MISCELLANEOUS PROVISIONS.
14 1 Entire Agreement This Agreement, including the exhibits attached hereto,
constitutes the entire agreement between Buyer and Seller pertaining to the subject matter hereof
and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations,
and discussions, whether oral or written, of the Parties, and there are no warranties, representations,
or other agreements, express or implied, made to either Party by the other Party m connection with
the subject matter hereof except as specifically set forth herein or in the documents delivered
pursuant hereto or in connection herewith
14 2 Modification, Waiver No supplement, modification, waiver, or termmation of this
Agreement shall be bmdmg unless executed in writing by the Party to be bound thereby No
waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided
14 3 Notices All notices, consents, requests, reports, demands or other communications
hereunder (collectively, "Notices") shall be in writing and may be given personally, by registered
or certified mail, by electronic mail, by courier, or by Federal Express (or other reputable overnight
delivery service) for overnight delivery, as follows.
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To Buyer.
To Seller
LDC Industrial, LLC
555 N El Camino Real, #A456
San Clemente, CA 92672
Attn. Larry Cochrun, President
Telephone: (949) 226-4601
Email lcochrun@ldcindustrial.com
City of Redlands
P O Box 3005
Redlands, California 92373
Attention City Clerk
Telephone. (909) 798-7531
Email. jdonaldson@cityofredlands.org
With A Copy To City Attorney
City of Redlands
Attention. Daniel J McHugh
Telephone: (909) 798-7595
Email dmchugh@cityofredlands.org
To Escrow Agent.
First American Title Insurance Company'
3281 East Guasti Road, Suite 440]
Ontario, CA 91761
Attention. Kelly A. Simoneau,
Senior Commercial Escrow Officer
Telephone: 909-510-6206
Email ksimoneau@firstam.com
or to such other address or such other person as the addressee Party shall have last designated by
Notice to the other Party and Escrow Agent. All Notices shall be deemed to have been given three
(3) business days following deposit in the United States Postal Service (postage prepaid) or, upon
receipt, if sent by overnight delivery service, courier, facsimile transmission (so long as confirmed
by the appropriate automatic confirmation page), electronic mail (so long as receipt is
acknowledged or otherwise confirmed), or personally delivered. Notice to a Party shall not be
effective unless and until each required copy of such Notice is given. The inability to deliver a
Notice because of a changed address of which no Notice was given or an inoperative facsimile
number for which no Notice was given of a substitute number, or any rejection or other refusal to
accept any Notice, shall be deemed to be the receipt of the Notice as of the date of such inability
to deliver or rejection or refusal to accept. Any Notice to be given by any Party hereto may be
given by legal counsel for such Party Telephone numbers are provided herein for convenience
only and shall not alter the manner of giving Notice set forth in this Section 14 13
14 4 Expenses. Subject to the provision for payment of the Closing Costs in accordance
with the terms of Section 6 6 of this Agreement and of any other provision of this Agreement,
whether or not the transaction contemplated by this Agreement shall be consummated, all fees and
expenses incurred by any Party hereto in connection with this Agreement shall be borne by such
Party
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14 5 Severability Any provision or part of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction,
be ineffective only to the extent of such invalidity and shall not affect the enforceability of the
remaining provisions hereof or the validity or enforceability of any such provision in any other
situation or in any other jurisdiction.
14 6 Successors and Assigns. Neither Seller nor Buyer shall assign its rights under this
Agreement without the consent of the other Party, which consent shall not be unreasonably
withheld or delayed. Notwithstanding the foregoing, either Party shall have the right, without the
consent of the other, to assign its rights under this Agreement to an affiliate entity directly or
indirectly controlling, controlled by or under common control with the assigning Party or an entity
in which such assigning Party or such an affiliate directly or indirectly owns a financial and voting
interest and directly or indirectly is responsible for day to day management of the entity provided
such assignee assumes such Party's obligations hereunder pursuant to a written agreement, a copy
of which shall be provided to the other Party by the assigning Party Notwithstanding any such
assignment, no assignment shall relieve the assignor of any obligations or liability under this
Agreement. Subject to the foregoing, all of the Parties' rights, duties, benefits, liabilities, and
obligations under this Agreement shall inure to the benefit of, and be binding upon, their respective
successors and assigns.
14 7 Counterparts. This Agreement may be executed in as many counterparts as may be
deemed necessary and convenient, and by the different Parties hereto on separate counterparts,
each of which, when so executed, including, without limitation, by PDF scanned counterparts of
any initialed or executed pages delivered via electronic mail, shall be deemed an original, but all
such counterparts shall constitute one and the same instrument.
14 8 Governing Law; Jurisdiction. This Agreement shall be governed by and construed
under the laws of the State of California without regard to conflicts -of -laws principles that would
require the application of any other law Each Party hereby consents to the exclusive jurisdiction
of any court of competent jurisdiction in the county of San Bernardino in any action related to or
arising under this Agreement.
14.9 Headings. The Section headings of this Agreement are for convenience of
reference only and shall not be deemed to modify, explain, restrict, alter, or affect the meaning or
interpretation of any provision hereof.
14 10 Time of Essence. Time shall be of the essence with respect to all matters
contemplated by this Agreement.
14 11 Further Assurances. In addition to the actions recited herein and contemplated to
be performed, executed, and/or delivered by Seller and Buyer, during the term of this Agreement
and after the Closing, Seller and Buyer agree to perform, execute, and/or deliver or cause to be
performed, executed, and/or delivered any and all such further acts, instruments, deeds, and
assurances as may be reasonably required to consummate the transaction contemplated hereby In
furtherance of the foregoing, so long as Buyer is not in default under the terms of this Agreement,
Seller will cooperate, as reasonably needed, and at no cost to Seller, in Buyer's feasibility review
process, which shall include but not be limited to Seller's consent to Buyer's unrestricted access to
16
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agencies, representatives, tenants, consultants and other parties familiar with the Property and the
execution and delivery of such applications or other documents as reasonably requested by Buyer
14 12 Construction. As used in this Agreement, the masculine, feminine, and neuter
gender and the singular or plural shall each be construed to include the other whenever the context
so requires. This Agreement shall be construed as a whole and in accordance with its fair meaning,
without regard to any presumption or rule of construction causing this Agreement or any part of it
to be construed against the Party causing the Agreement to be written. The Parties acknowledge
that each has had a full and fair opportunity to review the Agreement and to have it reviewed by
counsel. If any words or phrases in this Agreement have been stricken, whether or not replaced
by other words or phrases, this Agreement shall be construed (if otherwise clear and unambiguous)
as if the stricken matter never appeared and no inference shall be drawn from the former presence
of the stricken matters in this Agreement or from the fact that such matters were stricken.
14 13 Attorneys' Fees. In the event that either Party brings an action or proceeding against
the other Party to enforce or interpret any of the covenants, conditions, agreements, or provisions
of this Agreement, the prevailing Party in such action or proceeding shall be awarded all costs and
expenses of such action or proceeding, including, without limitation, attorneys' fees (including
fees for a Party's use of in-house counsel), charges, disbursements, and the fees and costs of expert
witnesses. If any Party secures a judgment in any such action or proceeding, then any costs and
expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party
in enforcing such judgment, or any costs and expenses (including, but not limited to, attorneys'
fees and costs) incurred by the prevailing Party in any appeal from such judgment in connection
with such appeal shall be recoverable separately from and in addition to any other amount included
in such judgment. The preceding sentence is intended to be severable from the other provisions
of this Agreement, and shall survive and not be merged into any such judgment. This Section
14 13 shall survive Closing and any earlier termination of this Agreement.
14 14 Business Days. As used herein, the term "business day" shall mean a day that is
not a Saturday, Sunday, or legal holiday In the event that the date for the performance of any
covenant or obligation under this Agreement shall fall on a Saturday, Sunday, or legal holiday, the
date for performance thereof shall be extended to the next business day Similarly, in the event
that the day for the performance of any covenant or obligation under this Agreement involving
Escrow Agent shall fall on a business day on which Escrow Agent is closed for business to the
public, the date for performance thereof shall be extended to the next business day on which
Escrow Agent is open for business to the public.
17
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date of this Agreement.
ATTEST
e ona dson, City Clerk
ESCROW AGENT
SELLER
CITY
c
By
ANDS, a municipal
Paul T. Barich, Mayor
BUYER
LDC INDUSTRIAL REALTY, a limited
liability corporation
By
Larry Cochrun, President
The undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and
Joint Escrow Instructions, agrees to act as Escrow Agent under this Agreement in strict accordance
with its terms, and agrees to comply with the applicable provisions of the Internal Revenue Code
with respect to the transactions contemplated hereby
Date. 1
First American Title Insurance Company
Senior Co
'� 1�•i 10
Ke , ` 4ioneau
18
L IkcaldjmlAgreements\LDC Vacant Surplus Property Purchase and Safe Agreement.Final.docx.in
ial Escrow Officer
LIST OF EXHIBITS
EXHIBIT "A" LEGAL DESCRIPTION
EXHIBIT "B" GRANT DEED
EXHIBIT "C" NON -FOREIGN AFFIDAVIT
L:\ca\djm\Agreements\LDC Vacant Surplus Property Purchase and Sale Agreement.Final.docx.jn
EXHIBIT "A"
DESCRIPTION OF THE PROPERTY
0292-041-08-0000
BROWN SUB OF H L WILLIAMS TR NO 1 LOT 4 BLK 2 9.6 AC
0292-041-38-0000
BROWN SUB OF H L WILLIAMS TR NO 1 A STRIP 30 X 1290 FT BEING THE S 30
FT OF PINE ST VACATED ADJ ON N OF LOTS 3 AND 4 BLK 2
0292-041-44-0000
LOT 3 BLK 2 BROWN'S SUB EX S 235 FT OF E %2
L:\ca\djm\Agreements\LDC Vacant Surplus Property Purchase and Sale Agreement.Final.docx.jn
EXHIBIT "B"
GRANT DEED
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
(Space Above for Recorder's Use)
GRANT DEED
The undersigned Grantor declares that Documentary Transfer Tax is not shown pursuant
to Section 11932 of the California Revenue and Taxation Code, as amended.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, CITY OF REDLANDS, a municipal corporation (the "Grantor"), hereby
grants to LDC Industrial Realty, a limited liability company, the real property in the City of
Redlands, County of San Bernardino, State of California, described in Exhibit "A" attached hereto
and incorporated herein by this reference.
THIS GRANT AND CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO
COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, RIGHTS OF WAY AND
EASEMENTS NOW OF RECORD
[signature page follows]
MAIL TAX STATEMENTS TO
IN WITNESS WHEREOF, the Grantor has executed this grant deed as of
2021
ATTEST
Jeanne Donaldson, City Clerk
GRANTOR.
CITY OF REDLANDS, a municipal
corporation
By.
Paul T Barich, Mayor
A notary public or other officer completing this
certificate verified only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
STATE OF CALIFORNIA
COUNTY OF
ss.
On , 20 , 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.
Notary Public
In and For Said County and State
EXHIBIT "A"
LEGAL DESCRIPTION
0292-041-08-0000
BROWN SUB OF H L WILLIAMS TR NO 1 LOT 4 BLK 2 9 6 AC
0292-041-38-0000
BROWN SUB OF H L WILLIAMS TR NO 1 A STRIP 30 X 1290 FT BEING
THE S 30 FT OF PINE ST VACATED ADJ ON N OF LOTS 3 AND 4 BLK 2
0292-041-44-0000
LOT 3 BLK 2 BROWN'S SUB EX S 235 FT OF E Y2
EXHIBIT "C"
NON -FOREIGN AFFIDAVIT
STATE OF )
) ss.
County of )
The undersigned, as authorized agent of CITY OF REDLANDS, a municipal corporation
("Transferor"), after being duly sworn upon his oath deposes and says that:
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S real property
interest must withhold tax if the transferor is a foreign person. To inform LDC Industrial
Realty, a Limited Liability Corporation ("Transferee"), that withholding of tax is not required
upon the disposition of Transferor's interest in a U.S. real property interest, the undersigned
hereby certifies the following:
1 Transferor is not a non-resident alien, foreign corporation, foreign partnership, foreign
trust, foreign estate, or other foreign person within the meaning of § 1445 and § 7701
of the Internal Revenue Code and the treasury regulations promulgated thereunder;
2. Transferor is not a disregarded entity as defined in Treas. Reg. § 1 1445-2(b)(2)(iii);
3 Transferor's U.S taxpayer identification number is. 95-6000766,
4 Transferor's business address is. PO Box 3005, Redlands, CA 92373
Transferor understands that this certification may be disclosed to the Internal Revenue Service
by Transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalties of perjury Transferor declares that it has examined this certification and to
the best of its knowledge and belief this certification is true, correct, and complete. The
undersigned agent declares that he has the authority to sign this document on behalf of
Transferor
TRANSFEROR.
CITY OF REDLANDS, a municipal
corporation
By
Paul T Barich, Mayor
ATTEST
Jeanne Donaldson, City Clerk
A notary public or other officer completing this
certificate verified only the identity of the
individual who signed the document to which
this certificate is _ attached, attached, and not the
truthfulness, accuracy, or validity of that
document.
STATE OF CALIFORNIA
ss.
COUNTY OF )
On , 20_, 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.
Notary Public
In and For Said County and State