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HomeMy WebLinkAboutContracts & Agreements_203-2002AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS ("Agreement"), dated December 3, 2002 ("Effective Date"), is made and entered into by and between Theron L. Vines Jr. and Geneil Vines, husband and wife ("Buyer"), and the City of Redlands, a municipal corporation ("Seller"), collectively sometimes referred to herein as the "Parties." RECITALS A. Whereas, Seller owns certain historic real property in the Cityof Redlands (the "City"), California which is designated as Assessor's Parcel Nos. 292-172-03, 292-172-05, 292-166-09, (the "Property"); and B. Whereas, as a condition of its purchase of the Property, Buyer agrees to dedicate conservation easements to Seller to preserve the historic facade and interior design of the buildings on the Property, and the agricultural groves on the Property; and C. Whereas, Seller agrees to sell the Property to Buyer, subject to the terms and conditions contained herein; NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: AGREEMENT 1. PURCHASE PRICE The total purchase price for the Property shall be Two Hundred Fifty Thousand ($250,000) Dollars (the "Purchase Price"). Buyer shall pay $150,000 to Seller as a condition of Close of Escrow and Buyer shall execute a note in favor of Seller, secured by a deed of trust, for the balance of the Purchase Price in the principal amount of $100,000. The note shall be for a period of24 months from the date of close of escrow, shall not bear any interest and, in accordance with its terms, shall have its principal amount reduced by the amount of City of Redlands -imposed fees paid by the Buyer to the City in connection with Buyer's rehabilitation of the existing structures on the Property during the term of the note. The Promissory Note is attached hereto as Exhibit "A." ernokproperty113 Bann House 2. TITLE TO PROPERTY Seller shall, at Close of Escrow, convey by grant deed to Buyer good and marketable fee title to the Property as evidenced by a standard form C.L.T.A. policy of title insurance in an amount equal to the Purchase Price of the Property issued by Commonwealth Title Company (the "Title Company") showing title vested in Buyer, subject to the exceptions to title approved by Buyer pursuant to Section 5.1 below. 3. CONSERVATION EASEMENTS Buyer shall, as a condition of Close of Escrow, execute and deliver to Escrow Holder conservation easements in favor of Seller for the facade and interior design of the buildings on the Property and an easement in favor of Seller for maintenance and farming of the agricultural groves on the Property all in the forms attached hereto as Exhibits "B" and "C." 4. REPAIR OF PROPERTY Buyer shall repair and seal the roof of the Barton House building and cause the Barton House building to be retrofit for seismic purposes within one year of Buyer's acquisition of the Property. In the event Buyer fails to satisfy its obligations under this paragraph, the Property shall immediately revert to Seller. This paragraph, and the parties'rights, duties and obligations hereunder, shall survive Close of Escrow and the deed transferring the Property to Buyer shall expressly recite Seller's right of reverter under this paragraph. 5. CONDITIONS OF PURCHASE Buyer's obligation to purchase the Property shall be subject to the satisfaction of the following conditions which are for Buyer's benefit only. In the event any of the following contingencies are not satisfied within the specified time limits, Buyer may, at its sole option, either waive such conditions or terminate this Agreement. 5.1 Approval of Title. Promptly after execution of this Agreement by Seller and Buyer, Escrow Holder shall deliver to Buyer a current preliminary title report ("PTR"), including documents referred to therein, covering the Property from the Title Company. Buyer shall have five (5) days after the date of Title Company's provision of the PTR to Buyer to approve or disapprove the status of title to the Property as disclosed in the PTR and related documents. Any disapproval of status of title shall be within the reasonable discretion of Buyer and shall be limited to monetary encumbrances and covenants, conditions, restrictions and easements of record which adversely affect Buyer's intended use of the Property. Any exception not disapproved in writing within the five (5) day period shall be deemed approved by Buyer, and shall constitute a permitted exception hereunder. Any objection to cmo3.proPertyk13 Barton House a title exception by Buyer shall be made in writing to Seller, and Seller shall thereafter have three (3) days within which to use reasonable efforts to cure or to provide assurance of the cure of the title defect and cause such item to be removed from the title policy to be issued at Close of Escrow. The term "reasonable efforts," as used in this Paragraph 5.1, shall not include any obligation of Seller to expend any money or commence any legal action to correct any exceptions within the three (3) day period. Seller shall notify Buyer, in writing, of any disapproved title exceptions which Seller is unable to cause to be removed prior to or at Close of Escrow. Buyer shall, within five (5) business days thereafter, elect by giving written notice to Seller and Escrow Holder (1) to terminate this Agreement, or (ii) to waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be permitted exceptions. Buyer's failure to give such notice shall be deemed an election to terminate this Agreement. In the event Buyer elects to terminate this Agreement, the Parties shall be relieved from any further liabilities and obligations under this Agreement. 5.2 Inspections. With the prior written consent of Seller, which consent shall not be unreasonably withheld, Buyer shall have the right to physically inspect and perform tests, including environmental investigations, zoning and economic feasibility and suitability studies (hereinafter collectively "Inspections") on the Property as Buyer deems necessary. All Inspections shall be done at Buyer's sole cost and expense. Within ten (10) days of the completion of such Inspections, the Property shall be returned to its original condition. Buyer shall have the right, in the exercise of its good faith discretion, to approve or disapprove of the condition of the Property as disclosed in such Inspections within thirty (30) days from the opening of escrow. Any disapproval of the condition of the Property shall be in writing and given to Seller within such thirty(30) day period. In the event Buyer does not disapprove the condition of the Property within the thirty (30) day period, this condition shall be deemed waived. In the event Buyer disapproves the condition of the Property within the thirty (30) day period, this Agreement shall terminate and the Parties shall be relieved from any further liabilities and obligations under this Agreement. 6. ESCROW 6.1 Opening. The purchase and sale of the Property shall be completed through an escrow ("Escrow") to be opened at Guardian Escrow (the "Escrow Holder"). Within five (5) days after the mutual execution of this Agreement, Seller shall deposit with the Escrow Holder one fully executed counterpart of this Agreement, which shall constitute the Purchase Agreement and Escrow Instructions along with any additional escrow instructions executed by the Parties pursuant to Section 6.5 of this Agreement. The date of delivery to Escrow Holder of such fully executed counterpart shall be deemed the opening of escrow ("Opening of Escrow") and Escrow Holder shall notify Buyer and Seller in writing of the Opening of Escrow date, the date set for Close of Escrow, and its acceptance of the escrow instructions. Within two (2) days of the opening of escrow, Buyer shall deposit the sum of emosproperty`13 Barton House 3 one thousand ($1,000) dollars with escrow holder (the "Deposit"). The Deposit shall be non- refundable to Buyer, and released to Seller, on Seller's demand, as soon as the results of Buyer's due diligence period have been accepted by the Buyer. Should Buyer choose to proceed with the closing, said funds shall apply to the purchase price. 6.2 Closin . Escrow shall close on or before January 31, 2003. 6.3 Costs. Except as otherwise expressly provided for herein, Seller shall pay all the usual Escrow costs and charges normally paid by a seller in an escrow closing in San Bernardino County, including without limitation one-half of the Escrow fee. Buyer shall pay one -Half of the Escrow fee and such other costs and charges normally paid by a buyer in an escrow closing in San Bernardino County. Buyer shall pay the fees to record the new deed.. 6.4 Prorations. Current real property taxes, bonds and assessments shall be prorated at the date of recordation of the deed, on the basis of a thirty (30) day month. 6.5 Additional Documents. Buyer and Seller shall execute such additional Escrow instructions as Escrow Holder may reasonably require, but in no event shall the Escrow instructions increase the rights of one party against the other party hereto or modify the terms and conditions of this Agreement. 6.6 Delivery of Documents. Escrow Holder shall prepare the Grant Deed and Buyer shall deliver the total Purchase Price to Escrow Holder at least one (1) business day prior to the Close of Escrow. 7. SELLER'S REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS Seller hereby makes the following representations, warranties and acknowledgments and agrees that such representations, warranties and acknowledgments shall survive the Close of Escrow. 7.1 Seller has full right, power, and authority to execute this Agreement and to convey fee simple title to the Property to Buyer as provided herein. 7.2 Seller is not a foreign person under Section 1445 Internal Revenue Code and will execute a Certificate of Non -foreign status and deposit the same into the Escrow prior to Close of Escrow. 7.3 This Agreement has been duly approved and executed by Seller and constitutes the cmdiproperty113 Barton House 4 valid and binding agreement of Seller enforceable against Seller in accordance with its terms. 7.4 Seller agrees that Buyer shall not be required to construct any street improvements along Nevada Street in connection with buyer's development of the Property, and that Seller shall be responsible for all street improvements required by Seller's City Code. S. BUYER'S REPRESENTATIONS AND WARRANTIES Buyer hereby makes the following representations, warranties and acknowledgments and agrees that such representations, warranties and acknowledgments shall survive Close of Escrow. 8.1 Buyer hereby represents and warrants that the person executing this Agreement has the full authority and power to enter into this Agreement on behalf of Buyer to purchase the Property from Seller, and to take all actions required of it by this Agreement. 8.2 All the documents executed by Buyer which are to be delivered to Seller at Close of Escrow shall be duly authorized, executed and delivered by Buyer and shall be legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, and shall not violate any agreement to which Buyer is a party or to which it is subject. 8.3 That (i) prior to Close of Escrow, Buyer will have had the opportunity to investigate all physical, land use and economic aspects of the Property and to make all inspections and investigations of the Property which Buyer deems necessary or desirable to protect its interest in acquiring the Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, cost to complete studies, governmental agreements and approvals, and (ii) Seller, nor anyone acting for or on behalf of Seller, has made any representation, warranty, promise or statement, express or implied, to Buyer, or to anyone acting for or on behalf of Buyer, concerning the Property or the use thereof. Buyer further represents and warrants that all matters concerning the Property have been or shall be independently verified by Buyer prior to Close of Escrow, and that Buyer shall purchase the Property on Buyer's own prior investigations and examination of the Property (or Buyer's election not to do so); AND THAT BUYER IS PURCHASING THE PROPERTY IN AN "AS IS" PHYSICAL CONDITION AND IN AN "AS IS" STATE OF REPAIR. 9. NOTICE emolproperty113 Barton House 5 Unless otherwise provided herein, any notice, tender, or delivery to be given hereunder by either party to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed communicated upon delivery or as of mailing. Mailed notices shall be addressed as set forth below, but each party may change its address by written notice in accordance with this Section. Bayer: Seller: Theron L. Vines Jr. and Geneil Vines City Manager 114 West Vine Street City of Redlands Redlands, CA 92373 PO Box 3005 Redlands, CA 92373 10. GENERAL PROVISIONS 10.1 Entire Agreement. This Agreement supersedes any and all prior verbal or written agreements between the parties hereto relating to the Property and contains the entire agreement of the Parties as to the matters covered hereby. No other agreement, statement or promise made by any party, or to any employee, officer or agent of any party, to this Agreement shall be binding, except by subsequent written amendment to this Agreement, executed by the Parties. All obligations of Buyer and Seller under this Agreement and the Escrow shall be joint and several. 10.2 Time is of the Essence. Time is of the essence of this Agreement and the Escrow referred to herein. 10.3 Buyer's Performance. Close of Escrow and performance of any duty imposed on Buyer by this Agreement is conditioned on Seller's full performance of all duties imposed on Seller in this Agreement. 10.4 Seller's Performance. Close of Escrow and performance of any duty imposed on Seller by this Agreement is conditioned on Buyer's full performance of all duties imposed on Buyer in this Agreement. 10.5 Counterparts, This Agreement may be executed in two counterparts each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. 10.6 Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the Parties to this Agreement, their respective heirs, assigns and other successors in interest. emo"propertyM Barton House 6 10.7 Attome 's Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement the prevailing party shall, in addition to any costs or other relief, be entitled to recover its reasonable attorneys' fees. 10.8 Amendment. Any amendment to this Agreement shall be in writing and executed by the Parties. 11. BROKERS AND FINDERS Seller shall have no obligation for the payment of any costs or fees associated with Buyer's engagement of any Broker. Buyer shall defend, indemnify and hold Seller harmless from and against any damage, liability or cost, including without limitation, reasonable attorney's fees, arising from, or in connection with, any claim by any other person, firm or corporation based upon its having acted as broker or finder for or in connection with this transaction on behalf of Buyer. IN WITNESS WHEREOF, the Parties hereto executed this Agreement on the dates set forth opposite their respective signatures hereto. SELLER: CITY OF REDLANDS -C By: Karl N. (Kasey) Haws, Mayor ATTEST: Byt _ f. Lo e ;3 Fverk Exe to , this i3 day of December, 2002 at, California Executed this day of December, 2002 at J , California Executed this 3rd day of December, 2002 at Redlands, California emorproperty\13 Barton House 7 EXHIBIT "A" CITY OF REDLANDS PROMISSORY NOTE $ 100,000.00 PRINCIPAL AMOUNT December 3, 2002 Redlands, California THIS NOTE REQUIRES A BALLOON PAYMENT AT MATURITY FOR VALUE RECEIVED, THERON L. VINES, JR. AND GENEIL VINES whose address is 114 W. Vine Street, Redlands, California 92373 ("Borrower") hereby promises to pay to the order of the CITY OF REDLANDS, whose address is 35 Cajon Street, Redlands, California, 92373 ("Lender"), at Lender's address or at such other place as the holder thereof may from time to time designate, the principal amount of One Hundred Thousand Dollars ($100,000.00), less the amount of any City of Redlands` fees paid by Borrower to the City in connection with Borrower's rehabilitation of the existing buildings on the property located at the northeast corner of Barton Road and Nevada Street (Assessor Parcel Nos. 292-182-03, 292-172-05 and 292-166-09) during the term of this Note, and any costs of suit and attorneys' fees incurred by the holder hereof in collecting any amounts due under this Note (the "Principal Amount") PRINCIPAL The term of this Note is 24 months. The Principal Amount shall be due and payable, in full, on the 2nd day of January, 2005. PREPAYMENT Borrower may prepay all or any portion of the Principal Amount of this Note without penalty at any time. All payments on this Note, including but not limited to prepayments, shall be credited to the unpaid Principal Amount. Except as set forth herein, Borrower, endorsers and guarantors of this Note hereby severally waive presentment of payment, demand, notice of non-payment and protest. EVENT OF DEFAULT An "event of default" shall occur if any installment of principal on the obligation represented by this Note shall not be paid when and as the same shall become due and payable, and such default has continued for a period of ten (10) days after written notice is delivered or is mailed to Borrower at the Iast address of Borrower furnished to the holder of this Note in writing at the place for Note Bartote House."d I payment; provided, however, such notice of default need not be given and an event of default shall exist without any requirement for notice five (5) days after a failure to make when due any payment as aforesaid if no such address is furnished. DUE ON SALE PROVISION Should Borrower agree to or actually sell, convey, transfer or otherwise dispose of the real property described in the Deed of Trust securing this Note, or any part of it, without first obtaining the written consent of the Lender of this Note, then all obligations secured by this Note may be declared due and payable at the option of the Lender. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future successive transactions. REMEDIES Upon the occurrence of an "event of default" as defined above, the whole of the unpaid principal amount of this Note shall be immediately due and payable without further notice to or demand of the Borrower. No remedy herein conferred upon Lender or any holder of this Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder provided in any mortgage, deed of trust or agreement securing or relating to Borrower's obligations hereunder or are hereafter existing at law or in equity, by statute or otherwise. LATE CHARGE Borrower acknowledges that in the event any payment of the Principal Amount is not made when due, that Lender will incur additional costs and expenses. The exact amount of these additional costs and expenses (which include, but are not limited to, processing and accounting charges as well as loss of use of money due) is difficult and impractical to assess. Therefore, Borrower acknowledges that the sum of ten percent (10%) of the amount overdue is, under the circumstances existing at the time of this Note is made, a reasonable late charge, and Borrower promises to pay such late charge when due. Said late charge shall become immediately due fifteen days after due date. GENERAL No course of dealing between Borrower and Lender or any holder of this Note or any delay on the part of Lender or any holder of this Note in exercising any right hereunder shall operate as a waiver of any right of Lender or any holder of this Note. This note shall be construed and enforced in accordance with, and governed by, the laws of Note Banan F{oue.wgd 2 the State of California. Should there be an "event of default" under this Note and should this Note be placed in the hands of an attorney for collection, Borrower agrees to pay, in addition to the unpaid Principal Amount due and payable hereunder, reasonable attorneys' fees, together with all reasonable costs and expenses of any such action or proceeding, whether or not litigation has commenced. This note is secured by a DEED OF TRUST to First American Title Insurance Company dated December, 2002. Executed effective the date first above written. Date 12- /OZI Date Z 3 .0 ;rote BaRon House.wpd EXHIBIT "A" PARCEL No. 1: (APN 292--172-05) - south half of Barton House ALL THAT PORTION OF LOT OR BLOCK 8, OF THE BARTON RANCH, IN THE CITY OF REDLANDS, AS PER PLAT RECORDED IN BOOK 6 OF ;SAPS, PAGE 19, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTER LINE OF NEVADA STREET AND THE NORTH LINE OF TRACT NO. 2216, RECORDED IN BOOK 31 OF *TAPS, PAGE 81; THENCE ALONG SAID CENTER LINE AND AS SHOWN ON SAID TRACT NO. 2216, SOUTH 0 DEG 37' EAST 4.37 FEET; THENCE SOUTH 12 DEG. 44' WEST 102.51 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE FROM SAID POINT OF BEGINNING AND LEAVING SAID CENTER LINE OF NEVADA STREET, SOUTH 36 DEG 52' 50" EAST 128.77 FEET; THENCE SOUTH 72 DEG 47' 50" EAST 85 FEET; THENCE SCU171-i 24 'J,Gu 42 ' 20" EAST THENCE SOUTH 87 DEG 37' 20" EAST 101.75; THENCE SOUTH 0 DEG 7' 0" EAST 26 FEET TO A POINT ON THE NORTH PROPERTY LINE OF LAND DEEDED TO SAN BERNARDINO COUNTY BY DEED RECORDED FEBRUARY 25, 1927, IN BOOK 201, PAGE 165, OFFICIAL RECORDS; THENCE ALONG SAID NORTH PROPERTY LINE SO CONVEYED, SOUTH 89 DEG 53' WEST 155.83 FEET; THENCE ALONG THE WEST PROPERTY LINE SO CONVEYED, SOUTH 7 DEG 25' EAST 16 FEET; THENCE LEAVING SAID COUNTY PROPERTY, SOUTH 87 DEG 59' WEST 172.56 FEET TO A POINT ON THE CENTER LINE OF NEVADA STREET, AS SHOWN ON SAID TRACT NO. 2216; THENCE ALONG SAID CENTER LINE NORTH 15 DEG 55' WEST 41.56 FEET; THENCE NORTH 4 DEG 2' WEST 110.80 FEET; THENCE NORTH 11 DEG 11' EAST 96.10 FEET; THENCE NORTH 12 DEG 44' EAST 55.46 FEET TO THE POINT OF BEGINNING. PARCEL NO. 2: (APN 292-172-05) - north half of Barton House ALL THAT PORTION OF LOT OR BLOCK 8 OF THE BARTON RANCH, IN THE CITY OF REDLANDS, AS PER PLAT" RECORDED IN BOOK 6, PAGE 19 OF !SAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE CENTER LINE OF ::EVADA STREET WHICH IS SOUTH 0 DEG 15' WEST 644.5 FEET FROM THE INTERSECTION OF SAID CENTER LINE OF NEVADA STREET AND ORANGE AVENUE, SAID POINT BEING THE SOUTHWESTERLY CORNER OF THE LAND CONVEYED TO CHARLIE E. LOVE AND WIFE, BY DEED RECORDED AUGUST 17, 1950, IN BOOK 2624, PAGE 161, OFFICIAL RECORDS, THENCE SOUTH 0 DEG 37` EAST 4.37 FEET; THENCE SOUTH 32 DEG 44' WEST ALONG THE CENTER LINE OF NEVADA STREET, 102.51 FEET, MORE OR LESS, TO A POINT, SAID POINT BEING THE NORTHWESTERLY CORNER OF THE LAND CONVEYED TO HERFAN JOLING AND WIFE, BY DEED RECORDED DECEMBER 6, 1946, IN BOOK 1978, PAGE 251, OFFICIAL RECORDS, THENCE ALONG THE NORTHEASTERLY LINE OF THE PROPERTY SO CONVEYED TO .SOLING, SOUTH 36 DEG 52' 50" EAST 128.77 FEET; THENCE SOUTH 72 DEG 47' 50" EAST 85 FEET; THENCE SOUTH 24 DEG 42' 20" EAST 130.22 FEET; THENCE SOUTH 87 DEG 37' 20" EAST 101.75 FEE:; THENCE 0 DEG 7' 0" EAST 26 FEET TO A POINT ON THE NORTH PROPERTY LINE OF THE LAND DEEDED TO COUNTY OF SAN BERNARDINO, BY DEED RECORDED FEBRUARY 25, 1927, IN BOOK 201, PAGE 165, OFFICIAL RECORDS; THENCE ALONG THE NORTH PROPERTY LINE OF THE COUNTY OF SAN BERNARDINO, NORTH 890 9 1- -19f294 53' 0" EAST 13.57 FEET; THENCE NORTHEASTERLY, NORTH 19 DEG 19' 49" EAST 234.16 FEET, MORE OR LESS, TO A POINT THAT IS SOUTH 55 DEC 32' 30" EAST 191.30 FEET AND SOUTH 82 DEG 55' EAST 145.33 FEET FROM THE TRUE POINT OF BEGINNING; THENCE NORTH S5 DEG 32' 30" WEST 191.30 FEET; THENCE NORTH 82 DEG 55' WEST 145.33 FEET TO THE TRUE POINT OF BEGINNING. PARCEL NO. 3: (APN 292-166--09) Adobe Building THAT PORTION OF LOT 8, BARTON RANCH, IN THE CITY OF REDLANDS, AS PER PLAT RECORDED IN BOOK 6 OF MAPS, PAGE 19, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT IN THE CENTER LINE OF NEVADA STREET, SOUTH C DEG 10' 3C" EAST 644.50 FEET FROM THE CENTER LINE INTERSECTION OF 50 FOOT WInE ORANGE STREET AND 0 FOOT t+-TD!-: lvC.VliLn S{kEJ, 1A1L i W12.'a• ACIN'a THE ��LTT� ^T^T ..')PF-; R f:F T.%Tr LAND CONVEYED BY CHARLEY E. LOVE AND WIFE TO FLOYD M. SANDEFUR AND WIFE BY DEED RECORDED AUGUST 5, 1952 IN BOOK 2996 OF OFFICIAL RECORDS, PAGE 519 (RECORDER'S DAILY INSTRUMENT NO. 88); THENCE ALONG THE SOUTHERLY LINE OF SAID SANDEFUR LAND, SOUTH 81 DEG 46' 30" EAST 143.52 FEET (SOUTH 82 DEG 35' EAST 145.33 FEET PER DEED) TO AN ANGLE POINT THEREIN, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 55 DEG 38' 15" EAST ALONG SAID SOUTHERLY LINE OF SANDEFUR LAND, 191.25 FEET (SOUTH 55 DEG 32' 30" EAST 191.30 FEET PER DEED); THENCE SOUTH 45 DEG 13' 30" EAST 12.29 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF SANDEFUR PROPERTY, NORTH 0 DEG 10' 30" WEST 101.04 FEET; THENCE NORTH 84 DEG 39' 17" WEST 167.02 FEET TO THE POINT OF BEGINNING. EXHIBIT "B" BUILDING CONSERVATION EASEMENT THIS CONSERVATION EASEMENT ("Easement") is made this 3 day ofDecember, 2002 by Theron L. Vines, Jr. and Geneil Vines, having an address at 114 West Vine Street, Redlands, CA 92373 ("Grantor"), in favor of the City of Redlands, a municipal corporation, having an address at P.O. Box 3005, Redlands, California ("Grantee"), WITNESSETH: WHEREAS, Grantor is the owner in fee simple of certain real property located in the City of Redlands which is more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"); and WHEREAS, two historic buildings are located upon the Property which are commonly referred to as the "Barton House" and the "Adobe structure" (together the "Buildings"); and WHEREAS, the "Barton House" building was listed in the National Register of Historic Places on August 3, 1993, and is a certified historic structure; and WHEREAS, the facade and 'interior design of the Buildings possess historical and educational values (collectively, "Conservation Values") ofgreat importance to Grantee, the citizens of Redlands and the public at large; and WHEREAS, the Conservation Values of the Buildings are documented in photographs which are attached as Exhibit "B" and will be kept on file at the office of the City Cleric of Grantee ("Baseline Documentation"). The parties agree that the photographs provide an accurate representation of the Buildings at the time of the execution of this Easement and which are intended to serve as an objective information baseline for monitoring compliance with the terms of this Easement; and WHEREAS, Grantor intends, as owner of the Property, to convey to Grantee the right to take all reasonable and necessary actions to preserve and protect the Conservation Values of the Buildings in perpetuity; NOW, THEREFORE, in consideration of the mutual promises, terms, conditions and restrictions contained herein, and pursuant to the laws of the State of California, Grantor hereby voluntarily grants and conveys to Grantee facade and interior design conservation easements, for the Buildings, in perpetuity, of the nature, character and to the extent hereinafter set forth. D.TM\Mist\91Hg Conservation Easement 1 I. Purpose. It is the purpose of this Easement to ensure that the Buildings will be retained forever in their existing historic condition and to prevent any use or physical alteration of the Buildings that will significantly impair or interfere with their Conservation Values. Grantor intends that this Easement will confine the use of the Buildings to such activities as are consistent with the purpose of this Easement, Among the express purposes of this Easement is to ensure that the exterior features and design of the Buildings, and the interior design and floor plan of the Buildings, are not altered in any manner that would detract from or adversely affect the historic character of the Buildings. 2. Grantor's Covenants. In furtherance of this Easement, Grantor undertakes, of itself, to do (and to refrain from doing as the case may be) upon the Property each of the following covenants which contribute to the public purpose of significantly protecting and preserving the Conservation Values of the Buildings: (a) Grantor shall not demolish, remove, or raze the Buildings or their facades except as provided in paragraphs 23 and 24. (b) Without the prior express written permission of Grantee, Grantor shall not undertake any of the following actions: (1) increase or decrease the height of the Buildings or their facades; (ii) adversely affect the structural soundness of the Buildings or their facades; (iii) make any changes to the Buildings facades including the alteration, partial removal, reconstruction, remodeling or other physical or structural changes including any change in color or surfacing, with respect to the appearance or construction of the facades, with the exception of ordinary maintenance as described in subsection (c), below. (c) Grantor shall at all tithes maintain the Buildings in a good and sound state of repair and shall undertake the minimum maintenance necessary to prevent deterioration of the Buildings. 3. Rights of Grantee. To accomplish the purpose of this Easement the following rights are conveyed to Grantee by this Easement: (a) To take all reasonable or necessary actions to preserve and protect the Conservation Values of the Buildings; (b) To enter into the Buildings and upon the Property, at reasonable times, in order to monitor Grantor's compliance with, and otherwise enforce, the terms of this Easement; provided that such entry shall. be upon prior reasonable notice to Grantor, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Buildings on the Property; and (c) To prevent any activity on, or use of, the Buildings or the Property that is inconsistent with the purpose of this Easement and to require the restoration of such areas or DJM\Misc\Bldg Conservation Easement 2 features of the Buildings that may be damaged by any inconsistent activity or use pursuant to Section 5 hereof. 4. Prohibited Uses. Any activity on, or use of, the Buildings or the Property inconsistent with the purpose of this Easement is prohibited. 5. Reserved Rights. Grantor reserves to itself, and to its personal representatives, heirs, successors and assigns all rights from its ownership of the Property including the right to engage in or permit or invite others to engage in all uses of the Property that are not expressly prohibited herein and are not inconsistent with the purpose of this Easement. 6. Notice of Intention to Undertake Certain Permitted Actions. Grantor shall notify Grantee prior to undertaking any uses or significant improvements to the Buildings to afford Grantee an opportunity to ensure that the activities in question are designed and carried out in a manner consistent with the purpose of this Easement. Such notice shall be in writing not less than thirty (30) days prior to the date Grantor intends to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable and any other material aspect of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the purpose of this Easement. 7. Grantee's Approval. Where Grantee's approval is required, as set forth in Sections 2 and 5, Grantee shall grant or withhold its approval in writing within thirty (30) days of receipt of Grantor's written request therefor. Grantee's approval may be withheld only upon a reasonable determination by Grantee that the action as proposed would be inconsistent with the purpose of this Easement. 8. Grantee's Remedies. If Grantee determines that Grantor is in violation of the terms of this Easement or that a violation is threatened, Grantee shall give written notice to Grantor of such violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Buildings resulting from any use or activity inconsistent with the purpose of this Easement, to restore the portion of the Buildings so injured. If Grantor fails to cure the violation within thirty (30) days after receipt of notice thereof from Grantee, or under circumstances where the violation cannot reasonably be cured within a thirty (30) dayperiod, fail to begin curing such violation within the thirty (30) day period, or fail to continue diligently to cure such violation until finally cured, Grantee may bring an action at law or in equity in a court of competent jurisdiction to enforce the terms of this Easement, to enjoin the violation, exparte as necessary, by temporary or permanent injunction, to recover any damages to which it may be entitled for violation of the terms of this Easement or injury to any Conservation Values protected bythis Easement, including damages for the loss of aesthetic values, and to require the restoration of the Buildings to the condition that existed prior to any such injury. Without limiting Grantor's liability therefor, Grantee, in its sole discretion, may apply any damages recovered to the cost of undertaking any corrective action on the Property. DJM\Misc\Bldg Coneetvation Eaaement 3 If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Buildings, Grantee may pursue its remedies under this section without prior notice to Grantor or without waiting for the period provided for cure to expire. Grantee's rights under this section apply equally in the event of either actual or threatened violations of the terms of this Easement, and Grantor agrees that Grantee's remedies at law for any violation of the terms of this Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. 9. Costs of Enforcement. Any costs incurred by Grantee in enforcing the terms of this Easement against Grantor, including, without limitation, costs of suit and attorneys' fees, and any costs of restoration necessitated by Grantor's violation of the terms of this Easement shall be borne by Grantor. If Grantee prevails in any action to enforce the terms of this Easement, Grantee's costs of suit, including, without limitation, attorneys' fees, shall be borne by Grantor. 10. Grantee's Discretion. Enforcement of the terms of this Easement shall be at the discretion of Grantee, and any forbearance by Grantee to exercise its rights under this Easement in the event of any breach of any term of this Easement by Grantor shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this Easement or of any of Grantee's rights under this Easement. No delay or omission by Grantee in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. 11. Acts Beyond Grantor's Control. Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change to the Buildings resulting from causes beyond Grantor's control, including, without limitation, fire, flood, storm and earth movement, or from any prudent action taken by Grantor under emergency conditions to prevent, abate or mitigate significant injury to the Buildings resulting from such causes. 12. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep and maintenance of the Buildings, including the maintenance of adequate comprehensive general liability insurance coverage. Grantor shall keep the Buildings free of any liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantor. 13. Taxes. Grantor shall pay before delinquency all taxes, assessments, fees and charges of whatever description levied on or assessed against the Buildings and the Property by competent WMA Misc\sldg Conservation Easement 4 authority (collectively "Taxes"), including any Taxes imposed upon, or incurred as a result of, this Easement, and shall furnish Grantee with satisfactory evidence of payment upon request. 14. Hold Harmless. Grantor shall defend, indemnify and hold harmless Grantee and its elected officials, officers, employees and agents (collectively "Indemnified Parties") from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands and judgments including, without limitation, reasonable attorneys' fees, arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Buildings or the Property, regardless of cause, unless due solely to the negligence of any of the Indemnified Parties; (2) the obligations specified in Sections 8 and 9; and (3) the existence or administration of this Easement. I5. Extinguishment. If circumstances arise in the future that render the purpose of this Easement impossible to accomplish, this Easement can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction, and the amount of the proceeds to which Grantee shall be entitled, after the satisfaction of prior claims, from any sale, exchange, or involuntary conversion of all or any portion of the Property subsequent to such termination or extinguishment, shall be determined, unless otherwise provided by California law, at the time. Grantee shall use all such proceeds in a manner consistent with the conservation purposes of this Easement. 16. Subsequent Transfers. Grantor shall incorporate the terms of this Easement in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Property, including, without limitation, a leasehold interest. Grantor further agrees to give written notice to Grantee of the transfer of any interest at least twenty (20) days prior to the date of such transfer. The failure of Grantor to perform any act required by this section shall not impair the validity of this Easement or limit its enforceability in any way. 17. Notices. Any notice that either party desires or is required to give to the other shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed as follows: Grantor: Theron L. Vines, Jr. and Geneil Vines 114 W. Vine Street Redlands, CA 92373 Grantee: City Clerk City of Redlands P. Q. Box 3005 Redlands, CA 92373 or to such other address as either party from time to time shall designate by written notice to the other. [WMZMisc\B1dg Conservation Easement 5 1.8. Recordation, Grantee may record this instrument in timely fashion in the official records of San Bernardino County, California and may re-record it at any time as may be required to preserve its rights in this Easement. 19. General Provisions. (a) Controlling Law. The interpretation and performance of this Easement shall be governed by and construed in accordance with the laws of the State of California. (b) Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Easement shall be liberally construed in favor of the grant to effect the purpose of this Easement. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the Purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. (c) Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid or binding unless contained in a written amendment signed by the parties. (d) Successors. The covenants, terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property. (e) Termination of Rights and Obligations. A party's rights and obligations under this Easement terminate upon transfer of the party's interest in the Easement or Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. (.f) Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both parties, each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. 20. Public Access. Grantor shall make the premises accessible to the public on a minimum of two (2) days per year from 10:00 am. to 4:00 p.m. and at other times by appointment, to permit persons affiliated with educational organizations, professional architectural associations, and historical societies to study the property. Any such public admission may be subject to restrictions mutually agreed upon as reasonably designed for the protection and maintenance of the property, and the Grantee on request of the Grantor shall furnish such guides and/or guardians as may be reasonably be DJM\Mi6c\B1d9 Conservation Easement 6 necessary or desirable for such restrictions. Such admission may also be subject to a reasonable fee, if any, as may be approved by the Grantee. The Grantee may make photographs, drawings, or other representations documenting the significant historical, cultural, or architectural character and features of the property and distribute them to magazines, newsletters, or other publicly available publications, or use them in any of its efforts or activities for the preservation and conservation of California's heritage. 21. Standards for Review. In exercising any authority created by the Easement to inspect the Premises, the Buildings, or the Facades; to review any construction, alteration, repair, or maintenance; or to review casualty damage or to reconstruct or approve reconstruction of the Buildings following casualty damage, Grantee shall apply the Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings, issued and as may be amended from time to time by the Secretary of the United States Department of the Interior (hereinafter the "Standards") and/or state or local standards considered appropriate by Grantee for review of work affecting historicallyor architecturally significant structures or for construction of new structures within historically, architecturally, or culturally significant areas. A copy of the Standards is attached as Exhibit D in the Addenda, and whenever Grantee receives notice that the Standards have been amended, it shall notify Grantor of the amendment. Grantor agrees to abide by the Standards in performing all ordinary repair and maintenance work and the minimum maintenance program described in Paragraph 2(c) and contained in Exhibit C in the Addenda. In the event the Standards are abandoned or materially altered or otherwise become, in the sole judgment of the Grantee, inappropriate for the purposes set forth above, the Grantee may apply reasonable alternative standards and notify Grantor of the substituted standards. 22. Casualty Damage or Destruction. In the event that the Premises or any part thereof shall be damaged or destroyed by casualty, Grantor shall notify Grantee in writing within one (1) day of the damage or destruction, such notification including what, if any, emergency work has already been completed. For purposes of this instrument, the term "casualty" is defined as such sudden damage or loss as would qualify for a loss deduction pursuant to Section 155(c)(3) of the Internal Revenue Code (construed without regard to the legal status, trade, or business of Grantor or any applicable dollar limitation). No repairs or reconstruction of any type, other than temporary emergency work to prevent further damage to the Property and to protect public safety, shall be undertaken by Grantor without the Grantee's prior written approval of the work. Within four (4) weeks of the date of damage or destruction, Grantor shall submit to Grantee a written report prepared by a qualified restoration architect and an engineer, if required, acceptable to Grantor and Grantee which shall include the following; (a) an assessment of the nature and extent of the damage; (b) a determination of the feasibility of the restoration ofthe Facades and/or reconstruction of damaged or destroyed portions of the Property; and (c) a report of such restoration/reconstruction work necessary to return the Property to the DJM;Misc\Bidg Conservation Easement 7 condition existing at the date [hereof or of the completion of any required work as set forth in the Easement]. If, in the opinion of the Grantee, after reviewing such report, the purpose and intent of the Easement will be served by such restoration/reconstruction, Grantor shall within eighteen (18) months after the date of such change or destruction complete the restoration/construction of the Property in accordance with the plans and specifications consented to by the Grantee up to at Ieast the total of the casualty insurance proceeds. Grantee has the right to raise funds toward the costs of restoration of partially destroyed .premises above and beyond the total of the casualty insurance proceeds as may be necessary to restore the appearance of the Facades, and such additional costs shall constitute a lien on the Premises until repaid by Grantor. 23. Grantee's Remedies 1~ollowin Casualty Damage. The foregoing not withstanding, in the event of damage resulting from casualty, as defined in Section 22, which is of such magnitude and extent as to render repairs or reconstruction of the Buildings impossible using all applicable insurance proceeds, as determined by Grantee by reference to bona fide cost estimates, then (a) Grantee may elect to reconstruct the Building using insurance proceeds, donations, or other funds received by Grantor or Grantee on account of such casualty, but otherwise at its own expense (such expense of Grantee to constitute a lien on the premises until repaid in full); or (b) Grantee may elect to choose any salvageable portion of the Facades and remove them from the premises, extinguish the easement pursuant to Paragraph 25, and this instrument shall thereupon lapse and be of no further force and effect, and Grantee shall execute and deliver to Grantor acknowledged evidence of such fact suitable fore recording in the land records of San Bernardino County, California, and Grantor shall deliver to Grantee a good and sufficient Bill of Sale for such salvaged portions of the Facade. 24. Review After Casualty Loss,. If, in the opinion. of the Grantee, restoration/reconstruction would not serve the purpose and intent of the Easement, then Grantor shall continue to comply with the provisions of the Easement and obtain the prior written consent of Grantee in the event Grantor wishes to alter, demolish, remove, or raze the Buildings, and/or construct new improvements on the Premises. 25. Grantee's Remedies. Grantee has the following legal remedies to correct any violation of any covenant, stipulation, or restriction herein, in addition to any remedies now or hereafter provided by law: DJM\MisclBjdg Conservation Easement 8 (a) Grantee may, following reasonable written notice to Grantor, institute suit to enjoin such violation by ex parte, temporary, preliminary and/or permanent injunction, including prohibitory and/or mandatory injunctive relief, and to require the restoration of the Property to the condition and appearance required under this Easement. (b) Representatives of Grantee may, following reasonable notice to Grantor, enter upon the Property, correct any such violation, and hold Grantor, its successors, and assigns, responsible for the cost thereof (i) Such cost until repaid shall constitute a lien on the Property. (ii) Grantee shall exercise reasonable care in selecting independent contractors if it chooses to retain such contractors to correct any such violations, including making reasonable inquiry as to whether any such contractor is properly licensed and has adequate Iiability insurance and workman's compensation coverage. (c) Grantee shall also have available all legal and equitable remedies to enforce Grantor's obligations hereunder. (d) in the event Grantor is found to have violated any of its obligations, Grantor shall reimburse Grantee for any costs or expenses incurred in connection therewith, including all reasonable court costs, and attorney's architectural, engineering, and expert witness fees. (e) Exercise by Grantee of one remedy hereunder shall not have the effect of waiving or limiting any other remedy, and the failure to exercise any remedy shall not have the effect of waiving or limiting the use of any other remedy or the use of such remedy at any other time. 26. Notice ofPro osed Sale. Grantor shall promptly notify Grantee in writing of any proposed sale of the Premises and provide the opportunity for Grantee to explain the terms of the Easement to potential new owners prior to sale closing. 27. Runs with the Land. The obligations imposed by this Easement shall be effective in perpetuity and shall be deemed to run as a binding servitude with the premises. This Easement shall extend to and be binding upon Grantor and Grantee, their respective successors in interest, and all persons hereafter claiming under or through Grantor and Grantee, and the words "Grantor" and "Grantee" when used herein shall include all such persons. Anything contained herein to the contrary notwithstanding, a person shall have no obligation me pursuant to this Easement where such person shall cease to have any interest in the Property by reason of a bona fide transfer. Restrictions, stipulations, and covenants contained in this instrument shall be inserted by Grantor, verbatim or by @JM\Mist\Bldg Conservation Easement 9 express reference, in any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or any lesser estate by in the premises or any part thereof, including, by way of example and not limitation, a lease of office space. 28. Recording. Grantee shall do and perform at its own cost all acts necessary to the prompt recording of this instrument in the land records of San Bernardino County, California. This instrument is effective only upon recording in the land records of San Bernardino County, California. 29. Existing„Liens. Grantor warrants to Grantee that no lien or encumbrance exists on the premises as of the date hereof. Grantor shall immediately cause to be satisfied or release any lien or claim of lien that may hereafter come to exist against the Property which would have priority over any of the rights, title or interest hereunder of Grantee. 30. Subordination of Mortgages. Grantor and Grantee agree that all mortgages and rights in the Property of all Mortgagees are subject and subordinate at all times to the rights of the Grantee to enforce the purposes of this Easement. Grantor has provided a copy of this Easement to all mortgagees of the Premises as of the date of this agreement, and the agreement of each mortgagee to subordinate the mortgage to this Easement is contained in the Addenda as Exhibit F. The following provisions apply to all mortgagees now existing or hereafter holding a mortgage on the Property: (a) If a mortgage grants to a mortgagee the right to receive the proceeds of condemnation proceedings arising from any exercise of the power of eminent domain as to all or any part of the Premises or the right to receive insurance proceeds as a result of any casualty, hazard or accident occurring to or about the Premises, the mortgagee shall have a prior claim to the insurance and condemnation proceeds and shall be entitled to same in preference to Grantee until the mortgage is paid off and discharged, notwithstanding that the mortgage is subordinate in priority to this Easement. (b) If a mortgagee has received an assignment of the leases, rents and profits of the Premises as security or additional security for a loan, then the mortgagee shall have a prior claim to the leases, rents and profits of the Premises and shall be entitled to receive same in preference to Grantee until said Mortgagee's debt is paid off, notwithstanding that the Mortgage is subordinate to this Easement. (c) Until a mortgagee or purchaser at foreclosure obtains ownership of the Property following foreclosure of its mortgage or deed in lieu of foreclosure, the mortgagee or purchaser shall have no obligation, debt, or liability under this Easement. (d) Before exercising any right or remedy due to breach of the, Easement except the right to enjoin a violation hereof, Grantee shall give all mortgagees of record written notice describing the default, and the mortgagees shall have sixty (60) days thereafter to cure or cause a cure of the default. aJM\Misc\Bldg Conservation Easement 10 (e) Nothing contained in the above paragraphs or in this Easement shall be construed to give any mortgagee the right to extinguish this Easement by taking title to the Premises by foreclosure or otherwise. 31. Plaques. Grantor agrees that Grantee may provide and maintain a plaque on the Buildings giving notice of the significance of the Buildings and the existence of this perpetual preservation and conservation easement. 32. Indemnification. Grantor hereby agrees to pay, protect, indemnify, hold harmless, and defend at its own cost and expense, Grantee, its agents, director, and employees, or independent contractors from and against any and all claims, liabilities, expenses, costs, damages, Iosses, and expenditures (including reasonable attorneys' fees and disbursements hereafter incurred) arising out of or in any way relating to the administration, performed in good faith, of this preservation and conservation easement, including, but not limited to, the granting or denial of consents hereunder, the reporting on or advising as to any condition on the Property, and the execution of work on the Property. In the event that Grantor is required to indemnify Grantee pursuant to the terms of this Easement, the amount of such indemnity, until discharged, shall constitute a lien on the Property. 33. Taxes. Grantor shall pay immediately, when first due and owing, all general taxes, special taxes, special assessments, water charges, sewer service charges, and other charges which may become a lien on the Property. Grantee is hereby authorized, but in no event required or expected, to make or advance, upon three (3) days prior written notice to Grantor, in the place of Grantor, any payment relating to taxes, assessments, water rates, sewer rentals, and other governmental or municipality charge, fine, imposition, or lien asserted against the premises and may do so according to any bill, statement, or estimate procured from the appropriate public office without inquiry into the accuracy of such bill, statement, or assessment or into the validity of such tax, assessment, sale or forfeiture. Such payment, if made by Grantee, shall become a lien on the Property of the same priority as the item if not paid would have had and shall bear interest until paid by Grantor at two (2) percentage points over the prime rate of interest from time to time charged. 34. Insurance. Grantor shall keep the Property insured by an insurance company rated "A +" or better by Best's for the full replacement value against loss from the perils commonly insured under standard fire and extended coverage policies and comprehensive general liability insurance against claims for personal injury, death, and property damage of a type and in such amounts as would, in the opinion of Grantee, normally be carried on a property such as the Property protected by a preservation and conservation easement. Such insurance shall include Grantee's interest and name Grantee as an additional insured and shall provide for at least thirty (30) days' notice to Grantee before cancellation and that the act or omission of one insured will not invalidate the policy as to the other insured party. Furthermore, Grantor shall deliver to Grantee fully executed copies of such insurance policies evidencing the aforesaid insurance coverage at the commencement of this grant and copies of new or dJM\Misc\Bldg Conservation Easement 11 renewed policies at least ten (10) days prior to the expiration of such policy. Grantee shall have the right to provide insurance at Grantor's cost and expense, should Grantor fail to obtain sarne. hi the event Grantee obtains such insurance, the cost of such insurance shall be a lien on the Premises until repaid by the Grantor. 35. Evidence of Compliance. Upon request by Grantee, Grantor shall can promptly furnish Grantee with evidence of Grantor's compliance with any obligation of Grantor contained herein. TO HAVE AND TO HOLD unto Grantee, its successors, and assigns forever. IN WITNESS WHEREOF Grantor and Grantee have set their hands on the day and year first above written. [Acnowledgements] DJM\Miscl$Idg Conservation Easement GRANTEE —7� -2v 1�� Karl N. Haws, Mayor Attest: E l� City lerk [Ael mowledgements] 12 Exhibit "1„ APN 292-172-03 - Citrus Grove Those portions of lot or Block 8 of the BARTON RANCH, as per map recorded in Book 6, page 19 of Maps, records of San Bernardino County, California, described as follows: BEGINNING at the point of intersection of the center line of Barton Avenue and Nevada Street; thence North 89" 53' East along the center line of Barton Avenue 168.65 feet to the Southwest corner of the property conveyed to the County of San Bernardino, by Deed recorded February 25, 1927, in Book 201, page 165, Official Records; thence North 7° 25' West along the West line of the property conveyed to said County to a point 16 feet South 7° 25' East of the Northwest corner of said property; thence along the South line of the property conveyed to Herman Joling and Edith Joling, husband and wife, by Deed recorded December 6, 1946, in Book 1978, page 251, Official Records, South 87' 59' West 172.56 feet to a point in the center line of Nevada Street as shown on Tract 2216; thence Southerly along the center line of Nevada Street to the point of beginning. RJM\Mist\Farming ConservaCion Easement EXHIBIT "C" FARMING AND CONSERVATION EASEMENT THIS FARMING AND CONSERVATION EASEMENT ("Easement") is made this 3 day of December, 2002 by Theron L. Vines, Jr. and Geneil Vines, having an address at 114 West Vine Street, Redlands, CA 92373 ("Grantor"), in favor of the City of Redlands, a municipal corporation, having an address at P.O. Box 3005, Redlands, California ("Grantee"). WITNESSETH: WHEREAS, Grantor is the owner in fee simple of certain real property located in the City of Redlands which is more particularly described in Exhibit "I" attached hereto and incorporated herein by this reference (the "Property"); and WHEREAS, an agricultural grove is located upon the Property ( the "Grove"); and WHEREAS, maintenance of the Grove on the Property is of great importance to Grantee, the citizens of Redlands and the public at large; and WHEREAS, photographs of the Grove dated November 20 , 2002, that the parties agree provide an accurate representation of the Grove at the time of the execution of this Easement, and which are intended to serve as an objective information baseline for monitoring compliance with the terms of this Easement, are attached as Exhibit "2" and will be kept on file at the office of the City Clerk of Grantee and incorporated by this reference ("Baseline Documentation"); and WHEREAS, Grantor intends, as owner of the Property, to convey to Grantee the right to take all reasonable and necessary actions to farm, preserve and protect the Grove in perpetuity; NOW, THEREFORE, in consideration of the mutual promises, terms, conditions and restrictions contained herein, and pursuant to the laws of the State of California, Grantor hereby voluntarily grants and conveys to Grantee a farming and conservation easement for the Grove, in perpetuity, of the nature, character and to the extent hereinafter set forth. 1. Puu! ©se. It is the purpose of this Easement to ensure that the Grove will be retained forever as an orange grove in its existing condition and to prevent any use or physical alteration of the Grove. Grantor intends that this Easement will confine the use of the Grove to such activities as are consistent with the purpose of this Easement. Among the express purposes of this Easement is to ensure that the Grove is not altered in any significant manner. DJM\Mist\Farmi.ng Conservation Easement 2. Grantor's Covenants. In furtherance of this Easement, Grantor undertakes, of itself, to do (and to refrain from doing as the case may be) upon the Property each of the following covenants which contribute to the public purpose of significantly protecting and preserving the Grove, Grantor shall not remove all or any portion of the Grove without the prior express written permission of Grantee. 3. Rights of Grantee. To accomplish the purpose of this Easement the following rights are conveyed to Grantee by this Easement: (a) To farm the Grove, and to retain all rights to the fruit produced by the Grove; (b) To take all reasonable or necessary actions to preserve and protect the Grove; (c) To enter upon the Property, at reasonable times, in order to monitor Grantor's compliance with, and otherwise enforce, the terms of this Easement; provided that such entry shall be upon prior reasonable notice to Grantor, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Grove or the Property; and (d) To prevent any activityon, or use of, the Grove or the Property that is inconsistent with the purpose of this Easement and to require the restoration of such areas or features of the Grove that may be damaged by any inconsistent activity or use pursuant to Section 6 hereof: (e) To provide water to the Grove through the existing meter and appurtenant pipelines presently serving the Grove. 4. Rights of Grantor. (a) To enforce Grantee's obligation to maintain the Grove in substantially its present state as an orange grove and in an aesthetically pleasing condition. (b) To enforce Grantee's obligation to pay the costs of all water delivered to the Grove through the existing meter and appurtenant pipelines serving the Grove. 5. Prohibited Uses. Any activity on, or use of, the Grove or the Property inconsistent with the purpose of this Easement is prohibited. 6. Reserved Rights. Grantor reserves to itself, and to its personal representatives, heirs, successors and assigns all rights from its ownership of the Property including the right to engage in or permit or invite others to engage in all uses of the Property that are not expressly prohibited herein and are not inconsistent with the purpose of this Easement. 7. Grantee's Remedies, if Grantee determines that Grantor is in violation of the terms of this Easement or that a violation is threatened, Grantee shall give written notice to Grantor of such DjM%Misc`iFarming Coneervation Easement 2 violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Grove resulting from any use or activity inconsistent with the purpose of this Easement, to restore the portion of the Grove so injured. If Grantor fails to cure the violation within thirty (30) days after receipt of notice thereof from Grantee, or under circumstances where the violation cannot reasonably be cured within a thirty (30) dayperiod, fail to begin curing such violation within the thirty (30) dayperiod, or fail to continue diligently to cure such violation until finally cured, Grantee may bring an action at law or in equity in a court of competent jurisdiction to enforce the terms of this Easement, to enjoin the violation, exparte as necessary, by temporary or permanent injunction, to recover any damages to which it may be entitled for violation of the terms of this Easement or injuryto, including damages for the loss of aesthetic values, and to require the restoration of the Grove to the condition that existed prior to any such injury. Without limiting Grantor's liability therefor, Grantee, in its sole discretion, may apply any damages recovered to the cost of undertaking any corrective action on the Property. If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate significant damage to the Grove, Grantee may pursue its remedies under this section without prior notice to Grantor or without waiting for the period provided for cure to expire. Grantee's rights under this section apply equally in the event of either actual or threatened violations of the terms of this Easement, and Grantor agrees that Grantee's remedies at law for any violation of the terms of this Easement are inadequate and that Grantee shall be entitled to the injunctive relief described inthis section, bothprohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. S. Grantee's Discretion. Enforcement of the terms of this Easement shall. be at the discretion of Grantee, and any forbearance by Grantee to exercise its rights under this Easement in the event of any breach of any term of this Easement by Grantor shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this Easement or of any of Grantee's rights under this Easement. No delay or omission by Grantee in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. 9. Acts Beyond Grantor's Control. Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change to the Grove resulting from causes beyond Grantor's control, including, without limitation, fire, flood, storm and earth movement, or from any prudent action taken by Grantor under emergency conditions to prevent, abate or mitigate significant injury to the Grove or surrounding property resulting from such causes. 10. Taxes. Grantor shall pay before delinquency all taxes, assessments, fees and charges of whatever description levied on or assessed against the Grove and the Property by competent authority DJM\MisC\Fazming Conservation Easement 3 (collectively "Taxes"), including any Taxes imposed upon, or incurred as a result of, this Easement, and shall furnish Grantee with satisfactory evidence of payment upon request. 11. Hold Harmless. Grantor shall defend, indemnify and hold harmless Grantee and its elected officials, officers, employees and agents (collectively "Indemnified Parties") from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands and judgments including, without limitation, reasonable attorneys' fees, arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Grove or the Property, regardless of cause, unless due solely to the negligence of any of the Indemnified Parties. 12. Extinguishment. If circumstances arise in the future that render the purpose of this Easement impossible to accomplish, this Easement can only be terminated or extinguished, whether in whole or in part, by j udicial proceedings in a court of competent jurisdiction, and the amount of the proceeds to which Grantee shall be entitled, after the satisfaction of prior claims, from any sale, exchange, or involuntary conversion of all or any portion of the Property subsequent to such termination or extinguishment, shall be determined, unless otherwise provided by California law, at the time. Grantee shall use all such proceeds in a manner consistent with the conservation purposes of this Easement. 13. Subsequent Transfers. Grantor shall incorporate the terms of this Easement in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Property, including, without limitation, a leasehold interest. Grantor further agrees to give written notice to Grantee of the transfer of any interest at least twenty (20) days prior to the date of such transfer. The failure of Grantor to perform any act required by this section shall not impair the validity of this Easement or limit its enforceability in any way. 14. Notices. Any notice that either party desires or is required to give to the other shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed as follows: Grantor: Theron L. Vines, Jr. and Geneil Vines 114 W. Vine Street Redlands, CA 92373 Grantee: City Clerk City of Redlands P. O. Box 3005 Redlands, CA 92373 or to such other address as either party from time to time shall designate by written notice to the other. 15. Recordation. Grantee may record this instrument in timely fashion in the official records D3MNMisc\Farming Coneervation Faeement 4 of San Bernardino County, California and may re-record it at any time as may be required to preserve its rights in this Easement. 16. General Provisions. (a) Controlling Law. The interpretation and performance of this Easement shall be governed by and construed in accordance with the laws of the State of California. (b) Liberal Construction.. Any general rule of construction to the contrary notwithstanding, this Easement shall be liberally construed in favor of the grant to effect the purpose of this Easement. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. (c) Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid or binding unless contained in a written amendment signed by the parties. (d) Successors. The covenants, terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property. (e) Termination of Rights and Obligations. A party's rights and obligations under this Easement terminate upon transfer of the party's interest in the Easement or Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. (f) Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. 17. Casualty Damage or Destruction. In the event that the Grove or any part thereof shall be damaged or destroyed by casualty, Grantor shall notify Grantee in writing within one (1) day of the damage or destruction, such notification including what, if any, emergency work has already been completed. For purposes of this instrument, the term "casualty" is defined as such sudden damage or loss as would qualify for a loss deduction pursuant to Section if S(c)(3) of the Internal Revenue Code (construed without regard to the legal status, trade, or business of Grantor or any applicable dollar limitation). No repairs or reconstruction of any type, other than temporary emergency work to prevent DJM\Misc\Farming Conservation Easement 5 further damage to the Grove and to protect public safety, shall be undertaken by Grantor without Grantee's prior written approval of the work. Within four (4) weeks of the date of damage or destruction, Grantor shall submit to Grantee a written report prepared by a qualified restoration architect and an engineer, if required, acceptable to Grantor and Grantee which shall include the following: (a) an assessment of the nature and extent of the damage; (b) a determination of the feasibility of the restoration of the Grove and/or reconstruction of damaged or destroyed portions of the Grove; and (c) a report of such restoration/reconstruction work necessary to return the Grove to the condition existing at the date hereof. If, in the opinion of Grantee after reviewing such report, the purpose and intent of the Easement will be served by such restoration/reconstruction, Grantor shall within eighteen (18) months after the date of such change or destruction complete the restoration/construction of the Grove in accordance with the plans and specifications consented to by Grantee up to the total of the casualty insurance proceeds. Grantee has the right to raise funds toward the costs of restoration of a partially destroyed Grove above and beyond the total of the casualty insurance proceeds as may be necessary to restore the appearance of the Grove. 18. Grantee's Remedies Following Casualt Dama e. The foregoing notwithstanding, in the event of damage resulting from casualty, as defined in Section 17, which is of such magnitude and extent as to render repairs or reconstruction of the Grove impossible using all applicable insurance proceeds, as determined by Grantee by reference to bona fide cost estimates, then Grantee may elect to reconstruct the Grove using insurance proceeds, donations, or other funds received by Grantor or Grantee on account of such casualty, but otherwise at its own expense (such expense of Grantee to constitute a lien on the premises until repaid in full). 19. Review After Casualty Loss. If, in the opinion of Grantee, restoration/reconstruction would not serve the purpose and intent of the Easement, then Grantor shall continue to comply with the provisions of the Easement and obtain the prior written consent of Grantee in the event Grantor wishes to alter, demolish or remove the Grove. 20. Grantee's Remedies. Grantee has the following legal remedies to correct any violation of any covenant, stipulation, or restriction herein, in addition to any remedies now or hereafter provided by law: (a) Grantee may, following reasonable written notice to Grantor, institute suit to enjoin such violation by ex parte, temporary, preliminary and/or permanent injunction, including prohibitory and/or mandatory injunctive relief, and to require the restoration DJM\Mist\Farming Coaservati.on easement 6 of the Grove to the condition and appearance required under this Easement. (b) Representatives of Grantee may, following reasonable notice to Grantor, enter upon the Property, correct any such violation, and hold Grantor, its successors, and assigns, responsible for the reasonable cost thereof. (i) Grantee shall exercise reasonable care in selecting independent contractors if it chooses to retain such contractors to correct any such violations, including making reasonable inquiry as to whether any such contractor is properly licensed and has adequate liability insurance and workman's compensation coverage. (c) Grantee shall also have available all legal and equitable remedies to enforce Grantor's obligations hereunder. (d) In the event Grantor is found to have violated any of its obligations, Grantor shall reimburse Grantee for any reasonable costs or expenses incurred in connection therewith, including all reasonable court costs, and attorney's architectural, engineering, and expert witness fees. (e) Exercise by Grantee of one remedy hereunder shall not have the effect of waiving or limiting any other remedy, and the failure to exercise any remedy shall not have the effect of waiving or limiting the use of any other remedy or the use of such remedy at any other time. 21. Notice of Proposed Sale. Grantor shall promptly notify Grantee in writing of any proposed sale of the Property and provide the opportunity for Grantee to explain the terms of the Easement to potential new owners prior to sale closing. 22. Runs with the Land. The obligations imposed by this Easement shall be effective in perpetuity and shall be deemed to run as a binding servitude with the Property. This Easement shall extend to and be binding upon Grantor and Grantee, their respective successors in interest, and all persons hereafter claiming under or through Grantor and Grantee, and the words "Grantor" and "Grantee" when used herein shall include all such persons. Anything contained herein to the contrary notwithstanding, a person shall have no obligation pursuant to this Easement where such person shall cease to have any interest in the Property by reason of a bona fide transfer. Restrictions, stipulations, and covenants contained in this instrument shall be inserted by Grantor, verbatim or by express reference, in any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or any lesser estate by in the Property or any part thereof, including, by way of example and not limitation, a lease of office space. GSM\Misc\Farming Conservation fiasement 23. Recordin . Grantee shall do and perform at its own cost all acts necessary to the prompt recording of this instrument in the records of San Bernardino County, California. This instrument is effective only upon recording in the records of San Bernardino County, California. 24. Existing Liens. Grantor warrants to Grantee that no lien or encumbrance exists on the Property as of the date hereof. Grantor shall immediately cause to be satisfied or release any lien or claim of lien that may hereafter come to exist against the Property which would have priority over any of the rights, title or interest hereunder of Grantee. 25. Subordination of Mortgages. Grantor and Grantee agree that all mortgages and rights in the Property of all mortgagees are subject and subordinate at all times to the rights of the Grantee to enforce the purposes of this Easement. Grantor has provided a copy of this Easement to all mortgagees of the Property as of the date of this Easement. The following provisions apply to all mortgagees now existing or hereafter holding a mortgage on the Property: (a) if a mortgage grants to a mortgagee the right to receive the proceeds of condemnation proceedings arising from any exercise of the power of eminent domain as to all or any part of the Property or the right to receive insurance proceeds as a result of any casualty, hazard or accident occurring to or about the Property, the mortgagee shall have a prior claim to the insurance and condemnation proceeds and shall be entitled to same in preference to Grantee until the mortgage is paid off and discharged, notwithstanding that the mortgage is subordinate in priorityto this Easement. (b) If a mortgagee has received an assignment of the leases, rents and profits of the Property as security or additional security for a loan, then the mortgagee shall have a prior claim to the leases, rents and profits of the Property and shall be entitled to receive same in preference to Grantee until said mortgagee's debt is paid off, notwithstanding that the mortgage is subordinate to this Easement. (c) Until a mortgagee or purchaser at foreclosure obtains ownership of the Property following foreclosure of its mortgage or deed in lieu of foreclosure, the mortgagee or purchaser shall have no obligation, debt, or liability under this Easement. (d) Before exercising any right or remedy due to breach of this Easement, except the right to enjoin a violation hereof, Grantee shall give all mortgagees of record written notice describing the default, and the mortgagees shall have sixty (60) days thereafter to cure or cause a cure of the default. (e) Nothing contained in the above paragraphs or in this Easement shall be construed to give any mortgagee the right to extinguish this Easement by taking title to the Property by foreclosure or otherwise. 26. Indemnification. Grantor hereby agrees to pay, protect, indemnify, hold harmless, and DJM\Misc\Parming Conservation Easement 8 defend at its own cost and expense, Grantee, its agents, director, and employees, or independent contractors from and against any and all claims, liabilities, expenses, costs, damages, losses, and expenditures (including reasonable attorneys' fees and disbursements hereafter incurred) arising out of or in any way relating to the administration, performed in good faith, of this preservation and conservation easement, including, but not limited to, the granting or denial of consents hereunder, the reporting on or advising as to any condition on the Property, and the execution of work on the Property. In the event that Grantor is required to indemnify Grantee pursuant to the terms of this Easement, the amount of such indemnity, until discharged, shall constitute a lien on the Property. 27. Taxes. Grantor shall pay immediately, when first due and owing, all general taxes, special taxes, special assessments, water charges, sewer service charges, and other charges which may become a lien on the Property. Grantee is hereby authorized, but in no event required or expected, to make or advance, upon three (3) days prior written notice to Grantor, in the place of Grantor, any payment relating to taxes, assessments, water rates, sewer rentals, and other governmental or municipality charge, fine, imposition, or lien asserted against the premises and may do so according to any bill, statement, or estimate procured from the appropriate public office without inquiry into the accuracy of such bill, statement, or assessment or into the validity of such tax, assessment, sale or forfeiture. Such payment, if made by Grantee, shall become a lien on the Property of the same priority as the item if not paid would have had and shall bear interest until paid by Grantor at two (2) percentage points over the prime rate of interest from time to time charged. 28. Insurance. Grantor shall keep the Property insured by an insurance company rated "A +" or better by Best's for the full replacement value against loss from the perils commonly insured under standard fire and extended coverage policies and comprehensive general liability insurance against claims for personal injury, death, and property damage of a type and in such amounts as would, in the opinion of Grantee, normally be carried on a property such as the Property protected by a preservation and conservation easement. Such insurance shall include Grantee's interest and name Grantee as an additional insured and shall provide for at least thirty (30) days' notice to Grantee before cancellation and that the act or omission of one insured will not invalidate the policy as to the other insured party. Furthermore, Grantor shall deliver to Grantee fully executed copies of such insurance policies evidencing the aforesaid insurance coverage at the commencement of this grant and copies of new or renewed policies at least ten (10) days prior to the expiration of such policy. Grantee shall have the right to provide insurance at Grantor's cost and expense, should the Grantor fail to obtain same. In the event Grantee obtains such insurance, the cost of such insurance shall be a lien on the Property until repaid by Grantor. 29. Liens. Any lien on the Property created pursuant to any section of this Easement maybe confirmed by judgment and foreclosed by Grantee in the same manner as a mechanic's lien. 30. Evidence of Compliance. Upon request by Grantee, Grantor shall can promptly furnish DJM\Misc\Farming Conservation Easement 9 Grantee with evidence of Grantor's compliance with any obligation of Grantor contained herein. TO HAVE AND TO HOLD unto Grantee, its successors, and assigns forever. IN WITNESS WHEREOF Grantor and Grantee have set their hands on the day and year first above written. GRANTOR [Acknowledgments] DJA[\Misr`Farming Conservacion Easement GRANTEE Karl N. Haws, Mayor Attest: Cit Jerk [Acknowledgments] 10 Barton House Photos of the Grove 75 Trees 7 Barton House Photos of the Grove 75 Trees Barton House Photos of the Grove 75 Trees Barton House Photos N U Barton House Photos Barton House Photos Barton House Photos t Barton House Photos - 7�!rw�e�7- r Barton House Photos Barton House Photos Barton House Photos Barton House Photos Barton House Photos Barton House Photos i9 Barton House Photos Barton House Photos Barton House Photos f *, I " S Barton House Photos Barton House Photos Barton House Photos _w 4-