HomeMy WebLinkAbout7242_CCv0001.pdf RESOLUTION NO. 7242
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AUTHORIZING
THE MAYOR AND CITY COUNCIL TO EXECUTE DOCUMENTS ASSOCIATED WITH
THE PURCHASE AND SALE AGREEMENT WITH LIVE OAK ASSOCIATES, LLC,
RALPH AND CAROLYN THOMPSON TRUST DATED JUNE 30, 1982,AND ELLSWORTH
E. WARE1 AM FAMILY REVOCABLE 1981 TRUST.
WHEREAS, the Redlands Conservancy, a California non-profit public benefit
corporation,entered into a Real Property Purchase and Sale Agreement("Purchase/Sale
Agreement") with Live Oak Associates, LLC, Ralph and Carolyn Thompson Trust dated June
30, 1982, and Ellsworth E. Wareham Family Revocable 1981 Trust dated October 15, 2012, for
the purchase and sale of certain real property(the "Property") situated in the City of Redlands
and more particularly described in the Agreement, a copy of which is attached hereto as Exhibit
"A;" and
WHEREAS, an assignment of the Purchase/Sale Agreement was made and entered into
on the 2Wh day of November, 2012, by and between the Redlands Conservancy and the City; and
WHEREAS,the City of Redlands received all of the Redlands Conservancy's right, title
and interest in,to and under the Purchase/Sale Agreement; and
WHEREAS, it is the desire of the City Council to authorize the Mayor, and any member
of the City Council,to execute documents to effectuate the real property transaction described
within the Purchase/Sale Agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF REDLANDS AS FOLLOWS:
Section 1. That the Mayor of the City of Redlands, and any member of the Redlands City
Council, is authorized to execute in the name of the City of Redlands all necessary documents to
effectuate the real property transaction with Live Oak Associates, LLC, Ralph and Carolyn
Thompson Trust dated June 30, 1982, and Ellsworth E. Wareham Family Revocable 1981 Trust
as described in the Purchase/Sale Agreement dated October 15, 2012, for the Property.
ADOPTED,SIGNED AND APPROVED this 18th day of December, 2012.
Pete Aguilar, Mayor
ATTEST:
Sam Irwin,City Clerk
lAcclerk\Resolutions\Res 7201-7299\7242 purchase and sale agreement.doc 1
1, Sam Irwin,City Clerk of the City of Redlands, hereby certify that the foregoing Resolution
was duly adapted by the City Council at a regular meeting thereof, held on the 18'h day of
December,2€112, by the following vete.
AYES: Councilmembers Faster, Gardner, Gilbreath; Mayor Aguilar
NOES: None
ABSTAIN: None
ABSENT: Cuncilaneber Harrison
Sam Irwin, City Clerk
1Acc1erWk [ \Res 7201-729%7242 purchase and sale agreement.doc 2
Exhibit "A"
Real Property Purchase and Sale Agreement
McclerMIZesolutionsWes 7201-7299\7242 purchase and sale agreement.doc 3
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement("Agreement')is entered into effective October 15,2012
("Effective Date"),by and between TBE REDLANDS CONSERVANCY,a California non-profit
public beru$t corporation("Buyer")and Live Oak Associates LLC,Ralph and Carolyn Thompson
Living Trust dated June 30,1982,Ellsworth E.Wareham Family Revocable 1981 Trust.In
consideration of the mutual covenants and agreements,the parties agree to the following terms ami
conditions:
ARTICLE I
AGREEMENT OF SALE
1.1 Parties'Status.Buyer is a California non-profit public benefit corporation with the
power to acquire real and personal property.
1.2. Seller's Ownership Interest Live Oak Associates LLC(50•!0),Ralph and Carolyn i
Thompson Living Trust dated lune 30,1982(20%),Ellsworth E.Waneharn Family Revocable 1981
Teat(20%)referred to herein collectively as"Seller"and as to each ownership interest as
"Individual Seller",
1.3 Property.Seller owns certain real property consisting of approximately 172 acres of
land located in Redlands,California,bearing Assessor Parcel Nos.0300231-31,0300-231-3%and
0300-241-15;("Property"),more pastioularly described in Exhibit"A"attached hereto and
incorporated herein by reference.
1.4 Incomplete Legal Description.If the legal description of the Property is not complete
or is inaccurate,this Agreement shall not be invalid and the legal description shall be completed or
corrected to meet the requirements of the Title Company(as defined in Section 2.5 below)to issue
the Title Policy hereinafter described.
1.5 Agreement of Purchase and Sala Seller agrees to sell to wryer and Buyer agrees to
purchase from Seller,upon the terms and for the considerations set forth in this Agreement,Sellers
foe interest in the Property.
1.6 Other Grants.It is agreed that Seller,or its successors in interest,will not grant an
interest in the Property,or any part thereof,including,but not limited to,a The simple interest,
easements,lease or any other conveyances and/or construct improvements or maim changea upon or
to the Property during the period between the Effective Date and the Close of Escrow,as such term is
defined below.
1.7 Possession.Seller agrees that the Property will be available to Buyer and f ce from all
tenancies and occupants upon the Close of Escrow.
1.8 As Is.Buyer is to purchase the Property"as is,"fiat r3,in its present condition,
and except for those representations and warranties set forth in this Agreement,Seller makes no
representations or warranties regarding the condition of the Property.
1.9 Due Diligence.On or before the date that is thirty-five(35)days from the
Effective Date("Contingency Date"),Buyer shall have the right to perform,in its sole discretion,
its due diligence review ofthe condition of Property and all other matters concerning the
Property,including without limitation,economic,financial,and accounting matters relating to or
e>Tecting the Property or its value,and the physical and environmental condition oftherProperty.
Qin or before the Contingency Date,Buyer shall deliver written notice to Seller accepting the
Property,or terminating this Agreement,If Buyer tails to give such notice on or before the
Contingency Date,Buyer shall be deemed to have accepted the Property and proceed with this
Agreement.
1.10 Ratification.On or Bofors the Contingency Bate,this Agreement is subject to the
approval and ratification by the Buyer's Board of Dircctcns.In the event the Buyer's Board of
Directors fails to approve this Agent(i)them stall be no liability on the part of the Buyer,(ii)
this Agreement shall become mill and void and of me further force and effect;and(iii)Escrow Holder
shall earned the Escrow immediately and return all moray and(or documents to the respective party.
ARTICLE II
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PURCHASE PRICE,TITLE AND ESCROW
2.1 Purchase Price and Deposit Buyer shall pay to the Seller the sum of two million,
five hundred fifty two thousand,five hundred and no/100 Dollars($2,552,500.00)("Purchase
Price")for the Property.Within five(5)days of the Effective bate,Buyer shall deposit the sum
of One Thousand Dollars($1,000.00)in Escrow(as defined below)(the"Deposit").The Deposit
shall be refundable until 11:54 p.m.Pacific Standard Time on the Contingency Date,and shall be
applicable to the Purchase Price at the Close of Escrow.The Purchase Price shall represent full
and complete compensation for all rights and interests being acquired herein by Buyer,
including,without limitation,real property and such other compensation,damages and benefits,
excluding those identified in Section 3.5 of this document The Purchase Price,after application
of the Deposit,shall be payable to Seller,upon the Close of Escrow,in immediately available
funds in accordance with the provisions and requirements of this Agreement.
22 Land Transaction Costs
2.2.1 Sellers will pay, in accordance with their percentage interest in dbe
Property,Redlands Conservancy One Hundred Two Thousand Dollars ($102,100.00)
`Com Reimbursement")out of escrow proceeds to reimburse Redland's Conservancy for
sortie of the costs in acquiring the Property,which are over and above any costs of Buyer,
which Buyer is required to pay under the provisions of this.A.greement
2.2.2 In the event that an Individual Seller believes that the Purchase Price for
the Property is below fair market value at the time of closing,an Individual Seller may
elect to make charitable contribution of land value to Buyer equal to all or a portion of
the difference between the Purchase Price and fair market value of the interest of that
Individual Seller.The Individual Seller may obtain a"qualified"appraisal as defined
under the Internal Revenue Code and shall be responsible for compliance with all laws
and rules of the IRS related to claiming the contribution.Buyer makes no
representation to the electing Individual Seller as to the tax consequences of such an
election.An electing Individual Seller will obtain independent tax counsel and be
solely responsible for compliance,with the gift value substantiation requirements of the
Internal Reyenue Code and California Franchise Tax Board.At the electing Individual
Settees option and after Buyer purchases the Property,Buyer agrees to promptly
complete Part IV(Donee Acknowledgement)of IRS Form 9233(Non-cash Charitable
Contributions)upon receipt of a completed Form 9283 from Seller(Part a Declaration
of Appraiser,may be completed upon return of Form from Buyer).
2.3 Sserow.Upon execution of this Agreement by the parties,Buyer shall open an
escrow("Escrow')with Chicago Title,San Bernardino,California,Dan DAulin,Title Officer Sur the
purpose of consummating this Agreement.The parties hereto shall execute and deliver to Escrow
Holder such escrow instructions prepared by Escrow Milder as may be required to complete this
transaction.Any such instructions shall not conflict with,amend,or supersede any provision of this
Agreement.If there is any inconsistency between such instructions and this Agreement,this
Agreement shall control.
2.4 Conduct ofEwrow.Escrow Holder is hereby authotize d and instructed to conduct the
Escrow in accordance with this Agreement,applicable law,custom and practice of the community in
which Escrow Holder is located,including any reporting requuirements ofthe State of California and
the Internal Revenue Service.
2.5 Seller shall cause Chicago Title to prepare and shall be delivered d to Buyer a
Preliminary Title Report,setting forth all liens,encumbrances,its,restrictions,
conditions of record.Buyer shall,within thirty(30)days of receipt of the Preliminary Title
Report,but in no case after the Contingency Date,to give written notice to Seller of any defects
in or objection to the title so evidenced Self shall,within thirty(30)days of receipt of said
notice("Cure Period,but in no case after the Contingency Data,clear the title of the defects
and objections so specified. In the event Self fails to clear the title of the defects and
objections contained in Buyer's notice within the Cure Period,Buyer shall have the option
exercisable by written notice to Seller to either(i)terminate the Agreement,or(ii)accept the
Property object to the defects and objections so stated. Buyer's failure to provide written notice
to Seller shall be deemed a continuing disapproval of the condition of title.
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(b) Title conveyed to Buyer shall be free of liens, encumbrances, ossements,
restrictions,rights and conditions of record or known to Seller,other than the following
(1) Current Property taxes,
(2) Covenants,conditions,restrictions,and public utility essaments of record,
if any,provided the sane do not adversely affoetthe continued use of the property for the
purposes for which it is presently being used,unless reasonably disapproved by Buyer in
writing within Fifteen(15)calendar days of receipt of a current preliminary repoK but in
no case after the Contingency Date.
2.6. Condition of Title.Seller shall convey title to the Property to Buyer as evidenced by
a CLTA Owner's standard form of Title Insurance(the"Title Policy")in an amount equal to the
Purchase Price issued by Chicago Title(the"Title Company").The title shall be conveyed and the
Title Policy shall show tine to the Property vested in the Buyer,subject only to the following
matters affecting the conditions oftitle
a Alien to secure payment of real property taxes and assessments,not delinquents
b. Alien of supplemental taxes with respect to periods after the Close of Escrow;
c. The exceptions disclosed by the Preliminary Title Report which are approved by
Buyer pursuant to this Agreesment.
2.7.If a supplemental report is issued prior to the Close of Escrow which shown new
matters,Buyer reserves the right to require any new matters removed from the Title Policy.Seller
agrees to assist with the removal of the new matters.
2.8 Reports,Studies and Agreements.Within three(3)calendar days of the Ef botiva
Date,Seller shall provide Buyer with copies of any reports,studies,maps or agreements affecting
the Property which the Seller have in their possession,including but not limited to geotechrrical
and soils reports,surveys,environmental reports,and other reports,studies,neaps or agreements
affecting the property-
ARTICLE Ili
CLOSR4G
3.1 Closing.Subject to the satisfaction of any contingencies described herein,Escrow
Holder shall close this Escrow by recording the Grant Deed attached hereto as Exhibit"B",and
by disbursing the funds and documents in accordance with this Agroememt_
3.2 Closing Date.Escrow shall close on or before the date that is thirty-five(35)days
from the Contingency Date("Close of Escrow"),Mut in no lase later than December 31,2012,
unless a notice to exercise the option to extend the Close of Escrow is timely received Som
Buyer,this Escrow will automatically be canceled.
3.3. Option to Extend Closing Date. Buyer shall have the option to extend the Close
of Escrow up to and including April 1,2013 by giving to Seller written notice prior to the end
of the Contingency Period,of this election to extend the Close of Escrow. Upon giving the
Notice to extend the Close of Escrow the purchase price provided in paragraph 2.1 shall be
increased by the sum of One Humdred Twenty Thousand and no/100 Dollars(5120,000.00),
which shall be payable Forty Thousand Dollars(540,000.00)to arch seller.
3.4. Closing Documents.
3.4.1 Seller,prior to the Close ofEscrow,shall deliver to Escrow Holder each of
the following items,the delivery of each of which shall be a condition to the performance
by Buyer of its obligations under this Agreement
(a) The Grant Beed,duly executed and acknowledged;and
(b) All additional dock, instruments rind suras which may be
reasonably necessary for the Close of Escrow and to consummate the sale
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of the Properly in accordance with the terms of this Agreement
3.4.2 Buyer,prior to the Gose of Escrow,shall deliver to Escrow Holder each of
the following items.,the delivery of each of vu rich shall be a condition to the performance
by Seller of its obligations under this Agreement
(a) The Purchase Price;and
(b) All additional documents and instruments which may be reasonably,
necessary for the Gose of Escrow and to consummate,the sale ofthe Property
in accordance with the terms of this Agreement
3.5 Mortgages and Deeds of Trust Any and all monies payable under this Agreement
up to and including the totall amount of unpaid principal and interest on sM note secured by a
mortgage or dead of trust,or other security instrument if any, shall,upon demand,be made
payable to the mortgagee or beneficiary entitled thereunder,and such mortgagee or beneficiary
shall be required to fiunish Buyer with good and sufficient receipt showing said monies were
credited against the indebtedness secured by said mortgage,deed of trust or other security
instrument.Escrow Holder shall notify the Title Company of such payments and secure and cause
any necessary full or partial conveyances to be prepared,signed and recorded as required by the
tilde company to eliminate any encumbrances or-exceptions- from the-Title Policy issued
pursuant to this Agreement.
3.6 Taxes,Title,and Escrow Costs.Buyer and Seller shall each pay one half of all costs
for the Tide Policy,all recording costs incurred herein,all reconveyance fees,trustees fees,or
forwarding fees, and any prepayment charges for any full or partial reconveyance or full or
partial release of any mortgage or deed of trust;and any escrow fees.
3.7. Prorations. All rest property taxes and assessments encumbering the Property
shall be prorated by Escrow Holder as of the Close of Escrow,based upon the latest availabie
real property tax information. If after the Close of Escrow,the parties determine that the
potations by Escrow Holder were erroneous for any reason whatsoever, then they shall
reproratc all real property taxes and assessments between themselves using the same formula
used by Escrow Holder in snaking the pruratioris as of the Close of Eserow.
3.8 Brokerage Commissions_ The parties acknowledge that neither party has be iii
represented by a real estate broker,vatli respect to this transaction,
3.9 Closing Statement Seller hereby authorizes and instructs Escrow Holder to release
a copy of Sellers closing statement to Buyer,the purpose being to ascertain if any reimbursements F
are due Seiler_
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ARTICLE IV
RIGHT OF ENTRY AND DAMAGE TO PROPERTY
4.1 Right of Entry.Adder the execution of this Agreement by the parties,and during the
Contingency Period,Seller grants to Buyer,its agents,employees or nominees,the right to enter ditto
and upon the Property for the purpose of conducting a Phase I Environmental Site Assesses{the
"Phase rx soil testing,environmental and engineering studies,and such further engincering,grading,
archeological,geological or survey work as may be required by the Buyer.Buyer shall give Seller
reasonable notice of such entry,and shall not unreasonably tumrfere with any occupant's use ofthe
Property or any of Sclle's other operations on the Property.Buyer shall restore the Property to
stibstantiaIly its same condition as it existed immaGatety prior to any such tests.Buyer Shall keep the
Property free and elm of any liens or encumbrances that may arise out of Buyer's inspection ofamd
activities on the Property-A]I costs,expenses,liabilities or charges incurred in or related to the
performance ofany and all such studies and work on the Property shall be at the sole cost and
eapensse of;and shall be paid by,Buyer.The right to enter the Pro"shall be co-extensive with the
period during which Escrow is open,or any extension.thereaE Should the Phase I studies identify
issues that reed to be rcmediated,the Seller must address those issues,subject to the right of Seller
to ftfmkmft this agreement if Seller's are unwilling to pay the cost of any such issues.
4.2 Material Change,Destruction or Damage.Seller warrants that there shall be no
material change in the condition ofthe Property prior to the Close of Escrow unless such change has
been approved in writing by Buyer.The closing of this Escrow is contingent upon the fact that no
material change shall have occurred with respect to the Property that has not been approved in
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writing by Buyer.For purposes of this Agreement,a"material change"shall be a change in the status
of the me,title,occupancy,or condition of the Property that occurs subsequent to the Effective Data
of this Agreement In the event there is a material change to the Property after the Effective Imo,
Buyer may elect to(i)pursue any and all remedies available at law or in equity in the evert this
material change is a default by Seller,(ii)termirrseft the Agreement and receive a refund of any
earl money,or(tii)proceed with the closing and purchase the Property with a credit against the
Purchase Price otherwise due hereunder equal to the amount of any insurance proceeds actually
collected by Seller prior to the Close ofEscrow as a result of any such material change,plus the
amount of any insurance deductible or any uninsured amount or retention.Seller shall maintain a
casualty insurance policy with respect to the Property in full force and effect until the Close of
Escrow.
ARTICLE V
WAIVER AND RELEASE
5.1 Acknowledginc&of Ful l Be wfits.Upon the Close of Escrow,Seller,on behalf of
itself and its heirs,executors,admirostrators,successors and assigns,hereby acknowledges that this
Agreement provides full payment for the acquisition of the Property by the Buyer,and Seller hereby
expressly and unconditionally motives any and all claims for damages or any other compensation or
benefits,other than as already expressly provided for in this Agreement.
5.2 Acknowledgment oflust Compensation.Upon the Close of Escrow and except as
provided in Section 2.2,the parties acknowledge and agree that the consideration paid to Seller shall
be deemed the fair market value and toted amount of'Just Compensation"for the Property Upon the
Close of:Esemw,Seller,on behalf of itself and its heirs,executers,administrators,sueoesson and
ash hereby fully releases the Buyer,its successors,agents representatives,and assigns,and all
other persons and associations,known or unknown,from all claims and causes of action by reason of
any damage which has been sustained,or may be sustained,as a result of the Buyer's efforts to
acquire the Property or to construct works of improvement thereon,or any preliminary steps thereto.
53 Waivers. Upon the Close of Escrow Seller waives the right to fiudrer and
greater compensation and to have the adequacy of compensation determined in a court of law or
equity, by a judge or a jury. Seller understands and knowingly agrees that this waiver shall
extend m constitutional claims of whatever land or nature that may be brought anter the
California and United States Constitutions and the federal civil rights statutes including,without
limitation,claims arising under 42 U.S.C.Section 1993.Upon the Close ofEserow Seller further
waives the right to raise affirmative defenses and to attack by way of answer, eomptairrt or
collaterally, the Buyer's right to acquire the property for public uses and purposes, and to
challenge the findings made in any resolution of necessity.
5A Enforcement
5AA BAYER'S DEFAULT.IF BUYER FAILS TO COMPLETE THE PURCHASE
OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY
DEFAULT OF BUYER,SELLER'S SOLE REMEDY SHALL BE TO TERMINATE THIS
AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND
SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO
BUYER.BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY
SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER. AND FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED.BUYER
AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF
THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER'S
DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT,WHICH SHALL BE THE FULL,AGREED AND LIQUIDATED DAMAGES.
THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED
DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WPINN 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 I677.
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5.43 SELLER'S DEFAULT, IN THE EVENT OF A DEFAULT BY SELLER UNDER
THIS AGREEMENT,THE BUYER MAY ELECT TO TERMINATE THIS AGREEMENT
(WITHOUT WAIVER OF ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO
BUYER AT LAW OR IN EQUIM IN WHICH EVENT ESCROW OR TITLE COSTS
PAID BY THE BUYER,INCLUDING,WITHOUT LIMITATION,THE DEPOSrT;WILL
BE REFUNDED AND REIMBURSED TO THE BUYER IMMEDIATELY BY ESCROW
HOLDER,AND SELLER WILL PAY ANY ESCROW CANCELLATION FEES DUE TO
ESCROW HOLDER; OR BUYER MAY PROCEED TO CLOSE THE ESCROW; AND
BUYER WILL HAVE ALL OTHER RIGHTS AND REMEIXS AVAILABLE TO THE
CONSERVANCY AT LAW ORINEQUITY,INCMUDING,WITHOUT LIMITATION.THE
RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT.
Sellers initials Buyer
These acknowledgmerds,waivers and releases shall survive the CIow of Fscrrnv.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1 Seller Ralimserdations,Warranties and Covenants.Each Individual Seller hereby
representa,warrants and covenants to Buyer as of the date ofthis Agreement,and upon the Close of
Escrow,as follows,all of which shall survive the Close of Escrow:
6.1.1 Authority:Each Individual Seller is the owner of the Property and has the
full right, power and authority to sell,convey and transfer the Property to Buyer as
provided herein,and to perform Each Individual Seller's obligations hereunder. The
parson signing this Agreement and any documents and instruments in connection
herewith on behalf of each Individual Seller has full power and authority to do so.
6.1.2 Bankruptcy There are no attachments, assignments for the benaiit of
creditors, receiverships, cwnservatorships or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by each Individual Seller or
filed by each Individual Seller, or to the best of each Individual Seller's knowledge,
pending in any current judicial or administrative proceeding against each Individual
Seller.Further,each Individual Seller has no notice or knowledge that any tenant of the
Property is the subject of a bankruptcy proceeding.
6.13 -Other Agreements: Each Individual Seller has not entered into any other
written contracts or agreements for the sale or transfer of any portion ofthe Property.
6.1.4 Condition of Proneft Each Individual Seller has warrants and covenants
that through the date possession is made available to Buyer, the Property shall be
maintained in the sane condition as upon the Effective Date.
6.1.3 Violation of Codes Each individual Seller has warrants that each Individual
Seller has no knowledge of any notice of any violations of city,county,state,federal,
building,zoning,fire,health codes or ordinances,or other governmental regulations filed or
issued against the Property. Each Individual Seller further warrants that it las no
knowledge of any aspect.or condition of the Property which violates applicable Iaws rules,
regulations, codes, or covenants, conditions or restrictions, or of improvements or
alterations mace to the Property without a permit where one was required, or of any
unfulfilled order or directive of any applicable governmental agency,or of any casualty
insurance company that any work, investigation, remediation, repair, maintenance or
improvement is to be performed on the Property.
6.1.6 Maintenance of the Prorserty- Except as provided in other provisions
hereof dealing with destruction,damage or loss,Seller shall maintain the Property until
the Close of Escrow in the same condition as upon the Effective Date.
6.1.7 Poswasm Rigg To the best knowledge of the Seller,no one will,at the
Close of Escrow,have any right to possession of the Property superior to the ngbtt of the
Buyer_
6_l.8 Actions;To the best of each Individual Seller's knowledge,no actions suits,
or proceedings are pending or thredenned befarc any governmental department—
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commission, board, bureau, agency, court, or instrumentality that would affect the
Pro".
6.1.9 Notice of Chanties:Each Individual Seller shall promptly notify Buyer in
writing of any material change adl:ooting the Property that becomes known to each
Individual Seller prior to the Close of Escrow.
The material truth and aocuracy of this foregoing representations and warranties shalt be a
condition of Buyers obligations hereunder.At least five(5)calendar days prion to the Close of
Escrow,Seller shall notify Buyer,in writing,of any facts or circumstances which are contrary to
the foregoing representations and watrantics.
ARTICLE VII
BUYER'S REPRESENTATIONS AND WARRANTIES
7.1 Buyer's Represcntations and Warranties.Buyer hereby represents,warrants and
eta to Scher as of the date ofthis Agreement,and upon the Close of Escrow,as IbIlows,all
ofwhieh shalt survive thea Close ofEwrow.
7.1.1 Authoritir,Buyer is a non-profit conservation entity 501(c)(3)and has the
full power and authority to enter into and carry out the agreements contained in,and the
transactions contemplated by this Agreement. The persons signing this Agreement and
any documents and instruments in connection herewith on behalf of Buyer have frill
power and authority to do so.
7.1.2 Bankrrrstcv:There are no attachments,assignments for the benefit of
creditors,receiverships,conservatorships or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by Buyer or filed by Buyer,
or to the best of Buyer's knowledge,pending in any cutzont judiraal or administrative
proceeding against Buyer.
The material truth and accuracy of the foregoing representations and warranties shall be a
condition of Seller's obligations heteunder At least five(5)calendar days prior to the Close of
Escrow,Buyer shall notify Seller of any facts or circumstances which are contrary to the foregoing
motions and warranties.
ARTICLE VM
DEFAULT ANIS Z sRNUMATION
8.1 Default.A party shalt be deemed in default hereunder if it fails to meet,comply
with,or perform any covenant,agreement,on obligation on its part required within the time limits
and in the manner required in this Agreement for any reason other than a default by the other party
hereunder or termination of this Agreement prior to Close ofEscrow.
8.2 Opportunity to Cure.No act failure to act event or circumstance which might be
deemed to be a default by either party ahall be deemed to be a default under any ofthe provisions of
this Agreement,unless and until,notice thereof is first given by the non-def tulting party to the party
alleged to be in default and said party fails to cure the alleged default within fifteen(15)calendar
days in the ease of a non-monetary default or five(5)calendar days in the case o€a monetary
default
8.3 Termination upon Default A ler notice and an opportunity to cure,if the defaulting
party fails to cure the default,the non-defaulting party may terminate this acquisition by giving
written notice to the defaulting party and the Escrow Holder Upon receipt of the notice to terminate,
the Escrow Holder shall immediately cancel the Escrow and return all money and/or documents to
the respective party.
8.4 Buyer's Termination.If Buyer exercises its rights under this Agreement to terminate
this acquisition,Buyer shall provide written notice to the Seller and Escrow Holder.Upon mccipt of
said mice,Escrow Holder shall immediatly cancel the Escrow and return all money and/or
documents to the respective party.
ARTICLE IX
MUTUAL AGREEMMdTS
9.1 Soil Inspection.At any time prior to the Contingency Date,Buyer shall have the
righrt to obtain a soil report concerning the Property.Said report shall be obtained at Buyer's
discretion and expense.Buyer shall indemnify and hold Seller harmless from any liability
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101712
t
a
from Bayer's soils investigation and Jeep the property free from any liens,including mechanics liens,
arising from persons or agents authorized to perform such soils investigation on-behalf of Buyer shall
restore the Property to substantially its same condition as it existed immediately prior to any such tee
Buyer.
9.2 Other Agreements Affecting Property.Seller and buyer have entered into this
Agreement upon the belief that there are no other agreements,which will affect the Property beyond
the Close ofEscrow If Seller detecmincs that such agreemerits or exceptions exist which are not
revealed herein,Seller shall provide Buyer with a copy immediately upon Seller's foaming of its
existence.Buyer may thereafter,prior to the Gose of Escrow,either terminate this acquisition or
modify the Purchase price.After Close ofEscrow,Seller shall be liable to Buyer for any damage of
expense including attorney's foes and costs incurred by Buyer by reason of such undisclosed
agreements.Seller shall fiuther indemnify and defend Buyer as necessary so that Buyer may we the
Property for the contemplated public use.
ARTICLE X
HAZARDOUS SUBSTANCES
10.1 Hazardous Substances Disclosure. The Property is subject to a disclosure as
designated under Section 25359.7 of the Health and Safety Code,whereby Seller is required to
disclose if there are any hazardous substances,as defined in Health and Safety Code Section
25316,ct seq.,located on or beneath the property or adjacent thereto.It is mWerstood and agree
between Buyer and Seller that closing of this Dwrow is subject to and contingent upon receipt and
approval of a written disclosure by Seller. Said review and approval will not be unreasonably
withheld or delayed by Seller.
10.2 Hazardous Substances Fath Individual Seller represents and warrants that it does not
have knowledge of the existence or prior existence of any hazardous substances on the Property-
In addition,Seller has no actual knowledge of the existence or prior existence of any above or
below ground storage tank or tanks on the Property.
10.3 Hazardous Substance Conditions Report Buyer shall have the right to obtain a
Hazardous Substance Conditions report(s)or otter envkonmarrtal studies concerning the Property
and relevant adjoining properties. Such report(s) wilt be obtained at Buyer's discrch n and
expense.If Buyer elects to secure such reports,Buyer shall use reasonable diligence to obtain
such a report on a timely basis.If Seller has such a report,they shall provide Buyer with a copy
theremf.If Seller has lmowledge of any hazardous substance condition report that was prepared by
any other person or entity including any governmental agency,Seller shall inform Buyer of the
existence of such a report and its location within ftReen(15)calendar days from the Effective
Date.Buyer shall restore the Property to substantially its same condition as it existed immediately
prior In any such tests performed by Buyer
10A Hazardous Substanaos Defined. "Hazardous Substances* for purposes of &a
Agreement shall mean and refer to any(a)hazardous or toxic wastes,materials or substances or
chemicals and other pollutants or contaminants which are or become regulated by applicable
local,state,regional arWor federal orders,ordinances,statues,rules,regulations(as interpreted
by judicial and administrative decisions)and laws,(b)asbestos,asbestos-containing materials or
urea fi mnaldehyde, (c) polychlorinated biplenyls, (d) fianunable, explosive, corrosive or
radioactive materials, (e) medical waste and biochcuncal, (f) gasoline, diesel, petroleum or
petroleum by-products,(g)lead-based paint or(h)any substance set forth in Health and Safety
Code Section 2530,et seq,or whose nature mWor quality of existence,use,mamifitctae or
effect ander it subject to federal,state or local regulation,investigation,remediation or removal
potentiallyas injurious to public health or welfare.A "Hazardous Substances Condition" for
purposes of this Agreement is defined as the existence on,under or relevantly adjacent to the
Property or a Hazardous Substage that would or could require remediation and/or removal user
applicable federal,state or local law.
10.5 Hazardous Substances During Inspection Period. If conditions suggesting the
Presence of Hazardous Substances am discovered before the Contingency Date,Buyer may,
within twenty(20}days of the discovery of such conditions,perform further tests to determine
whether such Hazardous Substances constitute eontamimmon.If;after such tests are completed,
Bayer cannot determine whether such Hazardous Substarim constitute contamination, or if
remediation of Hazardous Substances is required,Hurt,within tern.(10)days of discovery of'such,
Buyer shall provide Seller written notice of said potential contamination or necessary
remediation and Seller shall perform all necessary remediation. In the event that Seller is
a
s WJW
101712
obligated to perform any remediation prior to the Contingency Date,the Contingency Date shall
be extended on a day-today basis during the period of time that such remediation is being
perfonned,but in no case beyond December 31,2012,unless Buyer exercises its option to extend
the Close of Escrow date.
10.6 Hazardous Substances Discovered After Contingency Data. In the event that
conditions suggesting the presence of Ilazardou;Substances(other than those discovered prior to
the Contingency Date) .Buyer may provide Seller written notice of said contamination or
necessary ramediation and Seller shalt perform all necessary remediation,subject to the right of
Salter to temente this agreement if it disapproves the cost of any such remediation.In the event
that Salter is obligated to perform such remediation and Seller does not elect to ternunater this
agreement,the Ching Date shall be extended on a day-today basis,during the period of time
that such remediation is being performed,but in no ease beyond December 31,2012,unless
Buyer erxermses its right to extend the Close of Escrow date
-
AR.TICLE m
IMCELLANEOUS
11.1 Exhibits.All Exhibits attached hereto are a part of this Agreement for all purposes
and are incorporated herein.
11.2 Assignment. Seller shall not assign this Agreement nor any rights wider this
Agreement without the prior written consent of the Buyer.Buyer shall have the right to assign this
Agreement and any rights hereunder at any time after the Contingency Date provided that Buyer
shall pay say and all costs and expenses arising out of Buyer's assignment and Seller shalt not
incur any additional expenses or be obligated to provide any additional environmental reports
affecting the Property.Buyer shalt only assign this Agreetrient to a public agency or a non-profit
organization for the overall long trim purposes of conservation and recreation.
11.3 Binding Effect.This Agreement shalt be binding upon and inure to the benefit of
Seller and Buyer,and their respective successors,heirs,agents and permitted assigns.
11.4 Captions.The captioee,headings,and arrangements used in this Agreement are for
convenience only and do not in any way affect,limit,amplify,or modify the terms and provisions
haere&
11.5 Number and Gender of Words.Whenever herein the singular number is used,the
same shall include the plural where appropriate,and words of any gender shall include each other
gender where appropriate.
11.6 Governing Law and Venue. The laws of the State of California shall govern the
validity,construction,enforcement,and interpretation of this Amt All claims,disputes and
other utters in question arising out of or relating to this Agreement,or the breach thereof,shall be
decided by proceedings instituted and litigated in the state court in the County of San Bernardino,
and the parties hereby waive all provisions of law providing for a change of venue in such
proceedings to any other county.
ILL Amendments. This Agreement may be amended or supplemented only by written
documents signed by the parties.
11.8 Notio m All notices,terminations,waivers and other communications hereunder shall
be in writing and shall be delivered personally,by facsimile or shall be sent by registered or
certified United States mail or a nationally recognized,overnight courier service,postage prepaid,
and addressed as follows:
Buyer Seller
The Redlands Conservancy Ralph I.Thompson,Jr.,Trustee
PO Box 855 P.O.Box 1085
Redlands,CA 9.2373 Redlands,CA 92373
Atte:Shirai Leonard
Any notice in accordance herewith shall be deemed received when delivery is received or refused,
as the caw may be.Mtiees may be given by telephone feesimile transmission,provided that an
original of said transmission shall be delivered to the addressees by a nationally recognized
9
—77
sem.res Huyr
norm
-
overnight delivery service on the business day following such transmission.Telephone facsimilesi
shall be domed delivered on the date of such transmission.
11.9 Entirety.This Agreement embodies the entire agreement between the parties and
supersedes all prior written or oral agreements and understandings, if any, between them
concerning the subject matter contained herein. There are no representations, agreements,
arrangements, or understandings,oral or written,between the parties hereto,relating to the
subject matter contained in this Agreement which are not fully expressed herein.
11.14 Severability.If any of the provisions of this Agreettnczrt,or its application to any party
or circumstance,is held to be illegal,invalid,or unenforceable under present or future laws,such
provision shall be fully severable This Agreement shall be construed and enforced as if such illegal,
invalid,or unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this.Agreement shall remain in Rill force and effect and shall not be
affected by the illegal,invalid,or unenforceable provision or by its severance from this Agreement
In lieu of such illegal,invalid,or unenforceable prevision,there shall be added automatically as a
part ofthis Agreement a provision as similar in terms to such illegal,invalid,or unenforceable
provision as may be possible to make such provision legal,valid,and enforceable.
11.11 Further Acts.In addition to the sets and deeds moited herein and contemplated
and perf mod,executed and/or delivered by Seller and Buyer,Seller and Buyer agree to
perforat,execute and/or deliver or cause to be performed,executed and/or delivered at the
Close of Escrow or ager the Close of Escrow any and all such further acts, deeds,and
assurances as may be necessary to consummate the transactions contemplated herein.
11.12 Construction.No provision of this Agreement shall be construed in favor of,or
against any particular parity by reason of any presumption with respect to the drafting of this
Agreement; bath parties, having the opportunity to oonsult legal counsel, having fully
participated in the negotiation of this Agreement.
11.13 Time of the Essence.h is expressly agreed by the parties hereto that time is of
the ea wnce with respect to each and every provision of this Agreement.
11.14 Waiver of Covenants,Conditions or Remedies.The waiver by one party of
the performance of any covenant,condition or promise,or of the time for performing any act
under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by
such party of any other covenant condition or promise,or of the time for performing any other act
required under this Agreement.The exercise of any remedy provided in this Agreement shall not
be a waiver of any other remedy provided by law,and the provisions of this Agreement for any
remedy shall not exclude any other remedies unless they are expressly excluded.
11.15 Survival of Warranties.All of the warranties,representations,covenants and
agreements of the parties hereto contained in this Agreement shall survive the Close of Escrow.
Buyer.
The Redlands Conservancy
A Califomiaa non-profit public
benefitn
Sellers:
Live Oak Associates,LLC Ralph and Carolyn Thompson Living Trust
A California Limited Liability Company dated June 30,1982
By: By:
Ralph 7 Thompson,Jr.,Trustee
i
Ellsworth E.Wareham Family Revocable By.
1981 Trust Carolyn 7.Thompson,Trustee
By:
rerWOW
<
MTM
PURCHASE AND SALE AGREPMENT
This Pmduso and Sale AVocurent("Agreement')k entered into effective October IS,20I2
('J fteDate").by and betwm THE RBDLANDS CONSERVANCY,a California Iron--profit
public benefit oaqwration{"Boyar")and Live Oak Associates LLC.Ralph and Carolyn Thompson
IMM Twat shed Jtaoe 30,1982,Ellsworth E.Wareham Family Revocable.1981 Trust.In
consideration of the muwai covenants arod agreements,the parties egrea to the following terms and
ARTICLE i
AGREM4ENT OF SALE
1.1 Parties'Status.Buyar is a Califbmia nwtlxo5t public benefit corporation with gra
power to aoquW real and personal property.
1.2. weev Ownership Interest. Live Oak Associates LTC(60%),Ralph and Carolyn
Thompson Livlsg Trust dated Juno 30,1982(2014.)Ellsworth B.Wareham Family Revocable 1981
Treat(M%)tafts ed to bercin collectively as"Seller"and as to each ownership interest as
'hwhl lmd seller".
1.3 Property,War owes aeutaht real property cousisilag of appro;dmatcly 172 aeras of
land leered fitRedlenda,Odfarms,bearing AsscssorParcel Nos.0300231-31,0300-231-38.and
0300-241-IS:(°Property%more pardeeiarly described in Exhibit°A°attached herato and
itancpaated herein by referance.
1.4 Incomplete;Legal Description.Mthe Ind description of the Property is not oomph
or is hnaemate,this ASmaaent sball oaths invalid and the legal descryion shall be completed or
corxeated to mat tha requhemena oftlee Title Company(as defined in Section 23 below)to issue
do TidePolicyhare"taaSer described.
1.3 Agreement ofPurcbacesod Sale.Seiharagmes to all to Buyer and Buyer ag ens;to
purcLaaa from Seller,clan the terms and for the cousiderations set forth In this Agmamoat,Sellers
foe+iatcrast to the property.
1.6 Other Grants.It Is agreed that Std or its soccesa in laterest,wM not grant am
iperoal in the Psepaty.or any part tberauf hwh ding,but not drafted to.a fen simple Interest,
ksce or any,other conveyances andfor constntot impaovanomts or make acs upon or
to the PmpeM daring the period between the T alive Date rad flat Clan ofEscrow,as such term is
rfbetow
1.7 Possession.Sellar agrees that ft Property will be evadable to Buyer and Sea Som an
and occupants upon the Close ofEtcrow.
1.8 As Ie.Bruyaris to purchase tits Property On ie.,"that is,in its present condition,
and=U;qd far thaw represautations and w srranttas art forth iso this Agreement,Seller rakes no
representsbus orwsrrandes regarding the condition of the Property.
19 Dae Diligence.On orbefore the date that is thirty-five(3S)days Som the
Whom Date CComingency Datell Buyer shall have the right to perftrm,to its We discretion.
Its dee dlftmoe raview ofthe condition ofproperty and all other maters caaeccmiag the
Propmty.including without limitmioo,atwaomic,fiaanaial,and taeouti tg natters relating to or
efi=ting ds Pr aperty or Its value,and the physical and covi ronmrmitat condition of the Property.
On orbefore tyro Contingency Date,Boyar shall delivar written notice to Seller accepting the
Property.or ftmdmdqg this Amt.U`Buyar fails to ghm such notice on or before the
Dads,Buyer shall be doemuad to have accepted tiro Property ami proceed with this
AgreesnuaL
1.10 ren.Oo or bcfen the Conthrgeney Date,this iR vAoca to the
ftrwal and raffilcution by the Bayer's Board of Db aotora.In site event ft Buyer's Board of
Dhaefiss&%to approve this (I)there shall be no Habift on dee part of the Bayer,(ti)
lhia shalt become nail sadveld and ofa ftdm force and aft and(lit)Esoraw Holder
64 epi ftEscrow lmmedisfely and tensa all mangy sodiar documents to the respective party.
ARTICLE 11
kf;R—MMSLM._. t
moor
PURCHASE PRICE,TITLE AND ESCROW
.i rpDwdm
two million,
a the t the sum
usand The Deposit
and shall be
mhim rap:aaaat Kati
and complete cosopensadon for all rights sad Interests being acquired heroic by Buyar,
arithout limitation,real property and such odor compensation,damages and banafits,
excluding dross identified in Section 3.5 of this document.Tia Purchase Price,after application
of dm Deposit,shall be payable to Sellem upon the Close of Ewrow,in h amadlatety available
funds In accordance with the pruvislons and requite of this Agreement
2.2 LasdTrans"onCosts
2.21 Sell=will pay, in accordance with thea page imarest in the
Psopany.Rmlanft Cowww army One Hundred Two Thousand Dam(S102.100.00)
("Coo RaimbwsemeaP5 out of eactow proceeds to reimburse Redlaw s CAusevat cy for
some afthe costs in acquiring dm Properly,wbieh are over and above coy costs ofBuye
w"BuM is required to pay under dwprovident ofthis Agcaemest.
2.2.2 In the avant that an Individual Seller believes that the 2urchose Price for
the Property is below flair market value at the time of closing,an individual Sella may
1 elect to make cbarhtabls contribution of land value toBuyw lual to chi ora f
I diHeranaa between the Purehsse Price and Ak n value oftlhe interest orthat
`s
�iuffviduol Seller.The Individual Seiler may obtain a"qualified"appraisal as defined
• {under dm internal Revenue Coda and spall be responsible for compliance with all laws
and tint of the IFS related to claiming Nue contribution.Bu yer makes no
,Rxemeation to the electing Individual Sailor ea to the tax consequences of such an
atactiom An electing Individual Seller will obtain independent taut counsel and be
Solely responsible for compliance w1Na the gift value sobsamdadon ragw1rememts of the
law mei Revenue Nude and Califocala Praoehdse Tax Board.At dna alocting Individual
Salle$option aad of wBwjw Purchases:the Popery+Buyer spoes to promptly
complete Part IV(Done:Acmowiedge a nt)of IRS Form 8233(NouwA Clutritable
ugaoa rem1pt ofa completed Perm td2g3 ff oo,Seller(pmt UL Declination
ofAppradser,may be completed upon return of Form firom Buyw).
23 Escrow.Upon execution of this Agreement by the patios,Buyersball open an
Umm CEara00u1 with Chicago Title,Son Bernardino.Calsis,Dan Dahlin,M Officar for Nue
Purpose ofoosommusling dale Axamert Tim patties hueto shall wtex wet,and deism to Escrow
Halder s ock escrow kmuucdtma prepared by Escrow Holder as may be required to complete this
tuWastlim Any such Instructions shall not cma8letwhtk sraend,or supersede any provision of this
ArnmaL thava lsany inconcatemey between mach Instructions and this Agreement,this
o
2.4 Conduct ofEscww.Exrow Bolder is bushy Zed and Instructed to conduct the
Ra+aow In sownionce_mitt this Agteeemeru applicable law,custom sad practice of the community in
$eveam loresatad.mclndiaganyragaftmpkemmoofthegtftofCatifamami
dialk"2.5 Sell rsholl can Clu ago Tidy to prepare and siall be delivered to Boyar a
Pr *Tide Ropor4 setting ft*all tiara:amucabrance.cosigumpte.uestthcttoms.
conditiema3 ofmt orrd.Buyertrhatt,within Chitty¢0}days ofraelptof thmPralimimay Title
Rgxw bvi intar om affer tIm Comtmgeacy Date,to give written notice try Shia ofauy dam
inoroWectiontathatitlesoovidenced. Setter ahatl.wlthlu tihirty(3pj t afrecalpt of said
notice{"CmcPetit},bort In no am attar,the Contingency Dots,clm*e titie ofdna ded'exs
ami objeedoms rn spate In dee evert Salus 11189 to clear(ba tide ofdw dahhm and
InBuyer's malice while the Cum Period,Butyw AA havethe option
mcomisablabYwAttennodw to Setter to aMw{i}wakaft dwAgrecta ut,or(if)accept elm
Pa t tc the du cls cud obiendoua as Buuyees More t o providewritten notee
to&glwsW tae a eondmuhag dbapivavel oftha ofWe,
2
• aarrru
, i$
(h) Title mveyed to Buyer shall be Sea of items, WMAM xs, essomcats,
raniaimm riAts and roaditions ofwmd or known to Salta•,other thin the fclhtarhrF
(i) t�mraatpmpertyfaxes.
tinny,provided the sam do nota acsely a�dw Cautioned use the PopaBrty fit the
penposea forwhich it iop vsmtfybdfngneed,voWs rm=ably disapproved by Bapm'fa
weftwitldn piEtem(M calmdm days efrec*t eta enaetrtp*HWAargreport,bat le
seem alter'the C,oattagmayData.
2.G. Condition afTitle.saw"convey title to lira Property to Buyer as evidenced by
i<CL:rA Cwaaft standard foam of Tftic banoce(the*rTdo Policy")in an amount*goat to the
PurubtisaPda issued by Chicago TUI*{tins*Title CouWmW j.The We shah be runverycd and the
T Pttxtay"show We to the Property veld In the But^subject only to the failowing
tris aha conaitfons of tltl+x
a. A Ilan�saamcpayment ofreat property traces and assesstman#s,net delituitt+an�
b. Ago of supplemental taxes w16 respect to perfods alter the Close ofEsarow;
c. The moons diseho by dwprelimb myTida Reportwbicb are approved by
Buyer porsusat to this Agreement
2.7.if a attppiemsaw report is issued prior to bra Gose of P*xaw w&kh stmwa new
ammec;Bayer rexrves the d&to ragWm any naw marten taamval Som the Tfale Policy.Seger
aseesto sawwidt the Mutual of aha towmaftem
23 Rept %studies mai Agcecummu.Wrthia thtae(3)calendar days of the Eftdve
-Data63ager provide Buyer with copies of any reg %sdadies maps Or qP=Mft aZsc tag
de Prop"wbM the&mw have in their possession,iaobigng but not li afied to gartechnical
and oft reports,surve^eaviromnantal reports,and other reports,SWUM maps or agrcmbeuts
Afficaft
M
P $f C LOSWO
3.1 godag.SoNear to the satisfaction of any contingencies dasexibed herein,Escrow
Holder shag close this Escrow by roc Jmz too Gnat Deed attaabe d Mara es Exht'bt't-W.and
by The funds and doeatrnerda In accordant with this Atmeracut.
3.2 Closing now Escrow shall close or or bdbm the dame that is t]drty Sire 05)days
froze an Confiqpnoy trate CClose of Ems,but in no can later than Daces 31.2011
mulm a notice to exercise the option to extend aha Clore of Escrow is timely reeved from
BuM dwEscrow wig automatically be canceled.
33. Option to Extend C)ostng Data. Buyer shaft love the option to extend fiat Close
of Bserow up to and including April 1.2013 by giving to sellar written notion prior to the end
of me CmdWnq PaI4 of Ifs election to asked the Clow of Escrow. Upon giving the
Notice to extend be Clam of Escrow the purebssa pdw provided In paragraph 2.1 shag be
bid by arra cam of One Hundred Twenty Thousand and nonOO Dollars(5220,000.00),
which dwil bepspablo Forty Thousand Donars(540,000.00)to each medlar
3A. ClosingDommewL
W Seller,prior to the Cim ofF.scrow,shalt deliver to Escrow Holder eacls of
A -objr ofitsobli underdrbtAwcaraemt
a�
(a) The Grant Deed,slily axeeaud and admaw�and
(b) All additional % 'movements, and arrant wbich may be
msmm*accossary for tlra Close of Escrow and to commuzzansto the a&
of the Property in acoordanrx with the terms of this Agreement.
`� 3.4.2 Buyer,Prior to the Close of Escrow.shalt deliver to Escrow Holder cwb of
fire fodWwhv horns,the edediveq of each of which shall be a condition to the perflemance
bySeller ofhe obligations under this Agreement
(aj Tfas Ptuchsse Peace;and
(b) All additional documents and ivskooma which may be rtably,
necessary flu'dee talose of Escrow and m consummate the mak of the Property
In accardauce with theme ofthis Agreement.
3.S Mortgages and Dir of TroWL Any and all monies pay"under this Agreema4
up to and inchuft die tams Mount of ur;atd pdoolpal and Interest on any note seamed by a
usartw or deed of trust,or other seatufty instrument if mvA shall,span demand,be made
payable
o
�
shall be replied tf wwith ish Buyer i h d suiHded receipt showing and each monies or were
rp
credhed agahost the indebtedness soured by said mortgage,deed of tram,or other security
Encs m Holder SW notify the Title Company of such p aymwus and secure and causer
tmy traoessy hU or Partial cownys ocss to be pralrared,signed and recorded as rexiuW by the
We company to eaimlrmts any eacumbeences oa+ateeptions- ftroszi dwTitie Policy issued
passaud to this Agreement.
3.6 Taxes,Title.and Escrow Costs.Buyer and Setter shall each pay one half of at[costs
fbr&a rAs Policy.all recording cum inemred heroin,all reeouvayanee Eses,trustees firs,or
'flnsrardlu8&a%sod any prepayment charges for any M or partial mconveyance or Rall or
Partial raleasa of any mortop or deed of treat,and any escrow,fees.
3.7. Proratians. All real propmty taxes and assasaments encusubming the Property
slut[be prate by Escrow Holder as of the Cion of Escrow,basad upon the Wast avaiisbic
red propWW tax Wormation. If after the Close of Becrow,the Parties determine that the
snowless by Escrow Holder were a uvocous for any reason whatsoever, been they shall
re-nu iii real property taxes and assessments between themselves using the same feamula
used by F.saowHoider in matting the pneadons as of the tax ofEacraw.
3.8 Bnokarage Cammitsioas,The Parties acknowledge that neldw patty has been
represented byareal esmtabraker,whhuspect to this wansecdon,
39 Coning Statemem Seller batty smharizes and Instructs Ewww Holder to release
a copy of'Sofua"s closing smtenout to Buyer,the Purpose being to ascertain if any rainbarsements
aredue selkn
ARTICIA W
RIGHT OF ENTRY AND DAMAGE TO PROPERTY
4.1 Right of F.ntty.Afar the a motion of Us Agceemedby the Furies,and during de
d ng u theProparty for Seller lute to BW94 Us ,emPloysas ornoasinoas,the right to enter into
purpose of eoadaeth>g aPbaae I Fnviroatnantai Sera Assaumant(the
"Phasq '},sell tinning,eavknnaaeatal and studies:,std surds fuxthm mgineeiug,grading,
cat or survey woeit asanap be regni:sd bythe Brayer.Buys shall give Wier
ateaafsttebentry,cul shaft aotamronabty irsewldt say Mxupaasfs use oftho
Pmpe►xyt ac any of Seliea'a adsarapeaytions cn tIe Property.Buyer s>>at1 torture the Property to
condbion as k exisxd' y peiea to any astir tests i3oyerabalt keelr the
Ptnptaty£ear suet rdeer of any liana or este that may arfaa emu ad Buye"a[snrPan of ani
activities
an dime All costsi eapensea,lishEitias or charges used in orredated to the
pinfinmencead'snyond all such a"= work on the Property"be atthe role cast and
es emof and shall be paid by,Buyer.Ther right to suer de Propa#ysleit be co-extud"wide die
P ft
to be scrow is%no,or ren Ser ar extonslon therwL Mould the Phase I studies�
address those Issuers,subject to the tight ofSalter
to teandests(hisagrotment if Sealer's we unwilling topaythe cost of any such issues.
4.2 MaterWCbuqmDab=d=orDungo6Sdkwwanamdwtlhemdabeno
naterimichsAp hate;condition ofths Propety prior to the Close ofFAcmw unhasuch change has
baso Waved hawAiag byBoyee.Theciosiugofthis Escrow is contingent upon V=fax tint no
cbsaga bava occ=d with ragnato the Propwty that las ant beimapproval in
lMtni
3- '
tarsftby Enrol Forpagmes of this Agreement,a"mat crW flange°shall bat chain fu the status
offio vse,ode„accupaawy,or condition of the Property that occurs a dmquat to the r0edivo Dste
offtAgmenom In tato eve than is a ataterkl abougo to ibe Phopee after dw BffiWtive Data,
amberialebange is adeftlt by (ii)tweduato the Agree mnt acd *votbad of any
eomest woaey,or(iii)proceed wM die aloshtg Shad ptu chew the Pro"with a«edit against the
Purchase Pricyador vlsedue equal to**amount oft"insurance proceeds acaWly
colfoctsd by SdIer ptior to the Close ofEahxow as a reauit ofsay such materiel dhaage,plus the
smount ofaay insurance deduedbia or any urdastued amount at retandonn.Seiler shall malnmle a
cilmAy insurance policy with respect to the Property in full farce sad affect until the Close of
k ARTICLE V
cd WAIVER AND RELEASE
y,
5.1 Maknowledgtnenat of Full BeneEts.Upon the Clan of Escraw,Sdtcr,on behalfof
itsdf m d As bona,Wmalum adrabdst atcr e,macom rs and smigna,hereby admowledges that this
Agmementprovides firlt payment forthe wphition ofthe PmpaWby ate Buyer,and Sdiarheroby
and uncondidonaVy waives any and all claims far damages or any oder compensation or
baneft odw don as already exprewlyprovicod fur to this AgteemcmL
5.2 Acknowledgment of AustConvansadon.Upon She Close ofEsarow and mwept as
Favid0d is SbCdon 2.2,thapartive admowlexta and agroethat the considetsdoapaid to Soft"
be deemed dna fair rnsritet vales and total amount of"Just CampausadW fordo Property.Upon the
Clm*fPscvxw.StOw.ouboWofitsdfaudbab"umnms,admhdsurtom,swcammaud
asstp4hereby amliy releases the Buyer,its successes,ageafa,represeutabres,and smigm,and an
Obarpersims and assocfsaam,known er unknown,from all claims and causes ofecdca by reason of
any damagewhlch has been sustained,or may be suataiaed,as a resu t of the Buyeees efforts to
asgW MdaProperty or to eaustructworks of Improvement t woo or aaypseEminsty a"$dwato.
L3 Wwvem, Upon the Clow of Escrow Seater waives rho tight to Bulla and
ioctoPeantlon and to have am adequacy of aoatpens atton determined ins a court of law or
,oqulty.by a judge or a jury.Seller undarsutnds and knowingly agrow dust this waiver shall
ixtond to coodtodonal locums of wbahwor loud or nature that may be brought under the
t:aftr ek and Uaited states Consamuoas sad the federat civil rWft statutes including,without
hhWWdm-dolma nisimg under 42 U.S.Q Seedon IM.Upon the Clow of Escrow Seller ft*w
"wadi"rho risbt to raise st'lirmadve defartsas sad to attach by way of answer,complaint or
1000deraft.du Buyer's rfaht to acquire the property for public nes and purposes, and to
ohaticap the ffa&W nude in any resolution of uncessity.
$A F.tt
SA.181iYM DEFAULT.IF BUYER FAILS TO COMPLETE THE PURCHASE
OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY
DEFAULT OF BUYER.SEL.0 RI SOLE RENWY SHALL BE TO TERMINATE THIS
AGRESAAW AND RECEIVE, 71M DEPOSIT AS LIQUIDATED DAMAGES AND
SHALL 13E RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO
SUYEIL BUYER AND SELLER AGREE THAT IT WOULD BE WRACTTCAL AND
ECn1EME.Y DIFFICULT TO ESTIMATE THE DAMAGES VMW SELLER MAY
SUFFER IN TSE EVENT BUYER DEFAULTS HOWUNDER AND PALS TO
COIDLEM TITS PURCHASE OF THE PROPERTY AS HEREIN PROVIDED.BUYER
AND SELLER THEREFORBAGRBETHAT A RBASONABLEPRESENT ESTIMATE OF
THEW DE[RUUM THAT SELLER'WOULD SUFFER IN THE EVENT OF BUYER'S
DEFAULT OR BREACH HEREUNDER 13 AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT.WHICH SHALL BE THE PULL,ACS AND LIQUIDATED DAMAGES.
THE,PARTIES ACKNOWLWGS THAT TIM PAYMENT OP SUCH UQUIDATIID
DAMAGES i3 NOT'INTONDIII)AS A PORF'Sk =OR PENALTY WITHIN THE
MEANING OF CALIFORNIA CIVIL. CODE SECTIONS 3295 OR 3359, BUT IS
TO CONSTITUTE LIQUIDATED DAMAGE TO SELLER PURSUANT TO
CAUFt>RNIA CIVIL CODE SECTIONS 16",ICC AND 1677.
Sellers Wtfais Bayer
LIM
� -- i
menu
A
DEPAXILL IN THE EVENT OF A DEFAULT BY S£I.LER UNDER
TM AGENT.THE BUYER MAY ELECT TO TM0IINATE THIS AMMMMM
'{WTTEf31TT WAIVER OF ANY OTHER ItIMM AND RMDtES AVAILABLE TO
BUYER AT LAW OR IN RQUTTY}.IN WERE svvwr ESCROW OR irnz COSTS
PAID BY THE BUYER.INCLUDING,WITHOUT LIMITATION,THE DEPOSIT,WILL
BE REFUNDED ANA REtIMURSED TO THE SUYEIt M MffiTIATELY BY ESCROW
HOT tM AM SM T IM,WILL PAY ANY ESCROW CANCKI P.TION FEES DUH TO
ESCAOW FOLDER;OR BUYER mAY PROCEED To CLOSE THS ESCROW.AND
BUYER.WILL HAVE ALL OTHER MIMM AND RMaM AVAILABLE TO THS
NANCY AT LAW OR IN BQMTY.W LXMIN 3,WIIIHTY7TUWrATION,THS
TO SPECIFICALLYENFORCETMS A{,RtESMENT:
+1�7-seim-wtlai-
Buyr
These aelmow waivers sad releases shall mviva the Closc ofFiscrott.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
&I SellerRepresentabomisWwredUes wad Covenants.Each Indvidust Sellar banbY
zed,warants and mycommits to Buyer as of*e date of this Agraccumt,and tipan the Close of
Esapur,as moa4 all ofwhieb shall survive the Iyer ofEserocw.
i
6.1.1 AVdWtv.,FA&Individual Self is am owner of the Proparty,and his the
,_ fiili right,power and authority bo soft,convey and transfer the Property to Buyer as
pruMed haven,and to partosnt Each Tndivldual Sallaes obligations hw=det.7b*
patina signing this Agroctacut and any domnents and babummets in conation
here,with oo behalf of each lu,bAdnal Salle:has fill power and authority to do so.
6.1.,2 Mlkm=There arc no attnchuaents, astagraammts for Che beae$t Of
anditurs,rwavealatps. conservatorship: or vohmtary of tnvolunauy proacedmgt to
bu&nqfty or soy other debtor rellef actions contemplated by each Individual SWlw or
Sled by each lrhdividual Salter.or to the best of each Individual Sailor's knowledge,
p mdWS in any current judicial or administrative protea ft against aach Indlv&haal
Seller.Further,each buUvidual Sellar has no action or knowiedip that any teased of rise
Property is the subject of it lsnkrazpicy proceeding.
6.13 Odw AMMUM Each Iudividuai Sellar has sant entered into any other
waium contacts or owce m=ts for the sate or transfer of any pmttou of*a Property.
CIA gUMM orpmmtz But Individual Seller has waaauts and ommmmts.
tht tswtgh die dear possession is nada avadiabic to Buyer, tho Property shalt be
mahadned In the surae eoedhion as upon ftEffective Date,
6.15 3aabam ofcpi Individual Seller has watrseft that arch Tndividoal
N Salley kaer no keowladga of any nedw of any violations of otttr,ornmty,state.federal,
q bn MW&molts&*e.hesitt codes or ordioancea,or other goveeamentat regulations Mad or
,,, lssued apwA die Pauparty. Each tndlvUual Seller ftrdw rra€fsats that it has no
EKEN29
spect exntditan of the PrnpaaW wkwb vip "qnpilcatble Ism nd*4
, eoveaze, urns restrlettoue, or ttyuavamtntsor
tier Feoperty witboart a pesailt wham one waaised, n;of any
r dirncti+n of any mppllcabla govanmahatal agascy,or of autr cam that say vecxtt, bavenigatkars, ruahtediatioa, or
a p�an the t'rty.
6.1.6 Majntauanco of the ftwta E=cpt ss provided in other Provisions
hareof dealing with destruction,dauahge ter loss,Seller shall maintain the Property until
the Close of Escrow in the same coudidast ss upon the Ef bcdva Date.
6.1.3 jommi=MM To tha best kww1mdp of the Salla,no one will,at the
Cense of Emm,boft any right to possession of the,Psppatty stipadw to clan rigft of the
6.1.8 AWM To then bm of asch IndtvIdual Sailor's i=Medg%no actions maits,
�w proceedings at or threatened be$= arty governmentalR
wig a
3R'
board, bureau. agwaY. cowt or fish amentatity that would affect the
y
6.19 Notice of gns ms:Each individual Sellar shall promptly notit Buyer In
wring of y maturial cbsov affeetarg the Pfo" that becomes bums to cant
Indwduall Sella pdw to*a Close of Escrow. I
The material teeth sad accuracy of the fotagcing reprosentadons and warsaardes shall be a
caniide0 of Buyers obligations bortuader,At Iasi five(5)Caloadar days prior to the Close of
Escrow.Sellar shall notify Bayer,in writing,of any fads or circamstances which arm contrary to
tba ibvdngrtations and warranties.
ARTICLR VII
BUYER'S REPRESENTATIONS AND WARRANTIES
7.1 Bttyas's R%mentulons and Watxmrdes.BWerherebyreprwaats,warrants and
ocrowartsto SAA as offiw daft ofthisAgreamentndupos the Close of Escrow,as follows,all
ofwhich shall eaavivo the am of Bacrmwt
7.1.1 Ani Buyer is a non-profit conservation crAW 501(c)(3)and bas the
1ldl power and authority to enter hsto and+sissy out the agrmemeats contained in,and the
trarsectione contemplated by this AVeamut.Thr pastas signing this Agrasmcat and
say documents and instruments in cosmtectiou hmrawith on behalf of Buyer bane dill
poww and aadialty to do am
7.1.2 ukr _tcy-There are no attwbue rts,assigaaaants for the bane t of
credltars,recolvenihipa,oonarvatorsbips or voluntary or involuntary proceedags in
i>aknqtoy or any other debtor relief actions contemplated by Brow or filed by Buys,
orb dna best ofBayWo knowledge,pending in any crure rt judicial or eve
aplost Buyer.
The malt ttu*and s=macy of tie fmvgoing reprmawtations and warranties*AM be a
condblan of Selia's oblizations hereunder.At law the(5)calendar days prior to the hose of
Bscruw,BMW mall notif Seuwofagy flats or ch+as> s which atm contrary to the
hyrracutafirart and warranties.
ARTICLE VIII
DEFAULT AND TERMINATION
8.1 DeWt.A party shall be deemed In default hrraunder if it fiuls to naemi,comply
with.orpafarm any covenant,agreement,or obiigstion an its pant required within the time limits
and in the rrequired in this Agraemeaa for any reason erthan a de6ult by the odmf party
harawWwortKmbmdonofthimAgmeamapdorioCkmotP=m.
8.2 Opportunity to Cure.No act fail=to asst,event oar eiremosomea wbieb mWbe
deemed robe a deMk by eitharparV croak bo deemed to be a deter undw any of aw provwxm of
this Agrawasoutvolm and uw%notice thereof is first given by the aaa-dbthuithig panty to the party
alleged m be is default and said party falls to cane tie alleged dmfaalt within iliteen(is}calendar
days m the cam ofa sen-mootaaty defeu K of flvo(5)ealoodw days in iia Casa ofa moaetay
L3 Tw isadam uponDefault.A$ecratios and an appmtm ityto emei iftbe d hWdng
putyh&towd=soft two do defimXnsparty a �ra�w Bold.U to tecosiaum-,
the Fxesow HaWar dsalt iaturoailateiy eamad tiro Bstnow aml nnansa au nrosuey aadloz documass to
8.4 T IfBtnyer mreecisrs i#a under dais m tomivata
Upouncelptof
ARTICLE IR
MUTUAL AGREEMENTS
9.1 Sol Intimation.At any time prior to the Cootingcucy Date.Beyer shell,lave Sue
Veto obuk a soli report cotneernistg tiro Pryy.Said report ala las obtained at Bugaa%
ducration expense.Buyer shall hrricurnkry and hold Slier hermfess from any llahility wising
n 1 t�
tote
m adtt lavadgatfon sadkeepthe property free from anylieas,€t�tdtng mechanicsl.1
Ecom MOM at agents authorized to perform such soils investigation on-rabaYfof Baycer shat!
restore 9e Property to scbatanially its Kine condition as it existed homedmrcly prior to any such tests
9.2 Other Agreements Affecting Popaty.Setter and BnyarbaWentered into this
Apaniontupon the beliafthat there are no otheragrventauts,whin:will affect tin Propetgr beyand
the Close of Esmvw.U$alkrdetambmtbatm3chaptememormepdoesexistwhkhamra
revealedheaaia,Boger shsllprovide Boyerwhk atopyfmmaiiateiyupon Seller's learning offis
existma.Btyermey thereafterpiorto,the hose offtmot,elthar teminsfe this ac quisidon or
modify Watchman,Price.After Close of Escrow,Satlashall be to Bayer 1hrany damage or
expense Indbuft suoroo ft fees and com incurred.by Buyer by teaser ofsuch undlactosod
agiwesnenta.Seller stroll liatber Indemnify and defend Buyer as necessary an that Bayer may mss the
Propety for tha codeanplated public use.
ARTICLE X
HAURDOUS SEUWANCPS
101 Hazardous Substances Disclosure. The Property is subject to a dfsdoome as
deshpolool under Section,25359.7 of the Health and 5afaty Code,whereby Sella h segment to
disclose if thele at say hazardous substances,as defined in Hesltr and Safety Coda Section
23316,at seq.,located on or borate the progeny or adjacent thereto.It is understood and agreed
.16etaroen Dyer tad Solla that closing of this Boom is subject to and contingent upon receipt and
yah of a wri ten disclosure by ScUer.Said review and approval will not be unreasonably
~ardQ by8oller
th102 Hazardous Substances.Path IndMdmd Seller represents and warrents that it does not
"tmowle ge of the andatenoa or phut existence of eny hazardous substances on tho Property.
In add mmo Sdkr has no actual knowledge of the existence or prior existence of arty above or
below around storage M*ortomb on the Property.
103 Hazardous Substance Conditions Report. Buyer ahaii have the right to obtain a
Ha ndous Robstance Conditions report(a)or other ourfronmental studies coaeeming the Property
and relevant acloinfut propenes. Such report(s)will be obtained at Buyer's dtseredm and
auPoem If Boyer elects to mom such resects,Buyer"me reasonable diligence to obtain
such a report an a thady basis.If Sella has such a report,they shall provide Buyer with a copy
thereot IfSelr has knowledge ofanylatudous substance condition report that was praperal by
any other persalt or entity Including my governments!agency.Setter shall heform Buyer of tie
existence of such a report and its location within Minna(15)calendar days fin the Etti mdvo
DAL Bay-AW mom do Property to substantially:its same condition as it existed immediately
prior to say such tam perhaneaibyBuyer
IIIA Nuardoos Substances Defined. "Hazardous Substances" for purposes of this
AgrectseK drall mean and rafts to say(a)hazardous or toxic wastes,matarials err Substances or
ehewhab and other pollutants or coutsurinants which ata or become melted by applicable
;1ocal. ,npwjd aadlor fbdarat orcICrs,orft=et,statuta roles,regulations las interpreted
1?y judiM and administrative de dstoos)and laws.(b)ssbestur,asbeatas-containing matatiale or
Ekiffimcouditioefor
{c) potyrlilctinated Mpharyhy {d) flammable. expluirAe, c�osive or
{a}medical waste and biodhessstcat, tfI i ,putt or
a.tSI lead-mat on¢s)any sulutanca s+rt linin is IlaaltLand Safoty
et req.or whose ttatasm wndtor gas3itlr of eudsteace,use;nzxou&cftm or
at to federal,stats err lacai reginiatton.invesdgattut, curnmoovalus ib public health or an lfare A"Hazardous Smbatehces Condition"for
pugmo of thin Agent Is defined as the existanee on,ander.'or relevantly adjacent to the
ProperWoraHaxturdoosSubstancedmitwoold orcouldrequire rearatistion andhx ntnoval under
applialde Wend,trema or local law.
- 105 Hazarda ms Substances During Inspection Paries. If conditions suggesting the
presence of fk2asklou Subdmm am covered berlbro
Cooftgmq
Buyer toM
vAddu y discovery of such eyndldous�paxfcum RmtLer tam to a
whollm stubHazardous Substances constitute conuminatim K ata suck teats aro rompioted.
Bayer coram detumm. whether such Hazardous Substances crmsatmta courmadandee, or if
Substances is required,them,within ton(10)days of discovery of amen.
Buyer dukU provide Setter written notica of said potential contamination, or necessary
tramedWam sad Satter shall pattern all nectasary reune dfirrian. in the event that Seller is
a
S;W—
folio
s`
T�
' it
obtigated to pedfotm gay reaudiation prior to the Contingency Dots,the Contingency Date shgU
be extended on a day�to-dap lain during din period of dm that rush remadlatuus is be*
pat a maid,but is no case beyond Dacamber 3l,2012,unlessBayer exacisaa its option to extend
tlaa Close dMscraw data.
10.6 Haudous Substances Discovered After Contingency Date. in the, event that
conditions suggesting toe preseam of fEwoasdonr Substances,(other than thus discovered prior to
has Contingency Data) Buyer may provide Sellar written natio* of said contamination or
»eoessary>aentediatiou and Sdfer tdtali perform all teary remodladoo,s*cct to the right of
to tie this agreement if it disapproves the dust of any such ramedission.In the event
S- a tt obligated to palbrot such r+edintion and Sellar does not elect to terminate this
agnsiEcok the Closing Date AaH be extended an a Gley-today basis,during des period of does
dab miss ration Is being performed,but to no ase beyond December 31,2012,not=
Boyermoadsesits to extend the Close aEsa w data.
ARTICLE XI
MISCELLANEOUS
11.I Bxhlbita.All Widts allwhW hereto an a part of tear Agrecoicat for all purposes
and we Incorporated herrlm.
11.2 Aulganaast. Seiler shall tact*Wp this Agreement aur any rights under this
Asmemastwillsout the prior wrivar consent of the Dow Bayer shall base the right m assign this
Asmememt and any rfghtc beramder at any loss after the Contingency Date pmvided loaf Breyer
attll papa army and all casts and expenses arising out of Boyt es assignment and Seller"not
inum any additional exposes or be obligated to provide say additional environmental rep*m
dim ft tae Property.Buyer shall Daly assign this Agreement to a public agency or a non prnfR
wSaulzBdon ferias overall long teas purposes of conaacva don tad recreation
I1.3 Bfialing PA:ot.This Agreemad shall be binding upon and inure to the benefit of
SeUwmd Bteym.and tlairrespective successors,helrs,agues and parmittett aW8L
11.x4 .The captions,head ium and arrangements used in this Agreement are for
cone oaty and do not in any wAy affiv,lhok amplify,or modify the terms and provisions
t
I15 Iftober and bender of Words.Whenever herein tie singular number is used,the
nae AM Include the plural when ap prup uty and words of any gender mall include aaoh other
gender vt6ere appropriate:
11.6 Governing Law and Vemu.no taws of to Stats of California shall Severn tra
velidLty,cosemoction,fit,and interpretation of this Agreement.All claims,dispsatas and
olb r matsew in quation wising out of or relating m this Agreemenk or the breach thereof;den be
decided by pronaaiungp iestitmed and litigated In the aeons onset in the County of San l3a nse dlee,
and ere patina hereby waive all provisions of law provWiog for a change of venue in such
procanifiaptanyoth-county.
11.9 Amendment&This Agreement may be amended or supplemented only by vnitten
gel by the partian
I1.8 Notices.All rmtiaas,twinhattons6 waivers and other communications hereunder shall
be in v dit and mall be delivered personally,by facedmile or shall.be sew by registered or
cub"UAW Susses mail or a nationally recogmi*ed,owxnigtst nos r sararica,postage Prepaid,
-�=d addressed as follows:
}^er
saw
cY Ralph 1.Tbamp;c%Jr,Trustee
TO Boz 853 PD.Best 1085
Rzdlanik CA 42393 Rbaenda,CA 92393
Atm:ShbB Lcomaad
Any motion in occordsma herewith shall be deemed received when delivery is reoenvesd or refaced,
as tae am m v be,Noticas may be given by telephone fitalmila transmission,provided that an
of acid transmission shall be delivered to has addresses by a nantomadly recognized
s!
»
ovendgbt delivery seavhce on the budow day following suoit traauanlssiom Telephone facsimiles
shalt be deemed delivered on the date of suob triumiselon.
III Undrety.This Agreement embodies the entire agrecumA between the parties and
supenedes all prior wrium or oral agreements and undantandbqM V any,between them
cottcetaing the subject matter contained herein.There are an repretentaduns,agreements,
or vadersmnding%oral or written,between dee parties hereto,relating to the
mgaetmatter contained In this Agreement which are not My meed herds.
I IAO Severabtlit.Many oftheprovWons of ibis Agreemment,or Its appliation to any party
or chaumstartn6 Is hold to be Ittegat,Invalid,orimenfiveeable under present or there haws,such
provision shall be My severable This Agreement shall be eomtmedand eenfnn ed as Ifauc h illegal,
Invalid,or provW=bad never couVdsed a part of thhs Agreement sant the
remaining pruvidons of this Agreement shell remain in Seta tbrm and ethat and shall not be
of cted by die M gat,hmvalid.at uneaftoccable provision or by its severance frons this AgeemenL
Th that efakh Illegal.Invalid,atune nfixteablet provisloa,thexo shall be added automatically as a
Put e►ftbht Agrew=4 a pravbirm as shallar is terms to such illegal,invalid,or umnfotssabie
pmvWm as maybe pas"to malmam&provision legal,valid,and ontbmeable.
11-11 Father Ads.is additien to the sets and deeds recited berein and contemplated
said�fonaneQ axeegtad antler dativeted by Satter sad?3uyer,SeCter and linpex agree to
ehx�as antler deliver oar ceataa to be performed,execated and/or dalivexad at the
Ihtraaw or atter the Cloao of 8srxow say sad aB such iittdur acts,deeds,end
he unybs aetxssmy to emote tate ttsasaetioas canteaspl�ett herein.
1.12 Cemathvedcn.Tie provtsfOrt eaYthis Agraaaamt shall be eonstcued in favor�or
ate,artypertiailar by maser of any preaumptias whir rrspaet to the dta$fag of the
Agrexanes bo& having the opportunity to consult legal conal, having thirty
participated to&a negotiation ofthis Agme moot.
tU3 Than of the Easease.It is mqueaai}*agreed by de parties basto that time is of
the eat with respect to each and every provision of this Agreauxent.
11.14 Waiver of Covenants.Conditions or Remedies.The waiver by ane party of
the pwfxmsmm of any eaveaan4 condition or promise,or of the time for performing any ad
tmderthis Agreement sball not invalidate this Agreement ear shall it be considered a waiver by
saute p ofsay otherAge Seprouder,or of tier time forpuftu tog any other act
required any remedy provided In this Agreement shall not
be a waiver of my other remedy provided by law,and the provisions of this Agreement for any
remedy shalt note tchtde any other romedles unless they am expressly excluded.
11.15 3urvivah of Warrandes.All of tha warramfes,represeatatht> &covenants and
eftsparties hereto contained In this Agreement shall survive the Close ofEscrow.
-*R Conservancy
Maeffborposation
A nam-prose public
BY.
salters!
Live ttakAsswiatm LLC Rales and Catotyn Thompson Living Tnrrt
A Callonfit United Liability Company daWAwe 30,1992
Ralph Thompson.Jr,Twsteo
OFmIkEWmehawFamilyltevocable By.
1981 TWA Caratpn I Trustea
u
y ,,
PURCHASE AND SALE AGREEMENT
This and Sale Agreement("Agreement")is entered into effective October 15,2012
(Tgcctm Date"),by and between THE REDLANDS CONSERVANCY,a Calif ria
public benefit corporation("Bayer")and Live Oak Associates LLC,Ralph and Carolyn Thompson
Living Timet dared June 30,198Z Ellsworth E.Wareham Family Revocable 14gi Trust.In
considerzUrm of the mutual covenants and agreements,the parties agree to the foilowmg teams and
ARTICLE I
AGREEMENT OF SALE
1.1 Parties'Status.Buyer is a California noun-profit public benefit corporation with the
power to acquiree real and personal property.
1.2. Setter's Oanersbip lnrerest. Live Oak Associates LLC(6045),Ralph and Carolyn
Thompson Living
Trust(20%)referredTrust dated Am 30,1982(20-Y4 Ellsworth E.to herein collectively y as"Scheer"and as to each Family Revocable 148I
$' ownership interest as
"Individual Seller".
13 Property.Seller owns certain real property,consisting of approximately 172 acres of
had located in Redlands,California,bearing Assessor Parcel Nos.0300231-31,0300-231-38,and
0300-241.15;("Property"I more particularly described in Exhibit"A"attached hereto and
herein by reference.
1.4 Incomplete Legal Description.If the legal description ofthe Property is not compere
or is Inaccurate,this Agreement shall not be invalid and the legal description shall be completed or
oOMMd to meet the requitement of the Title Company(as defined in Section 2.5 below)to issue
the Title Policy bene*ter described.
h.5 Agreement of Purchase and Sale.Sena agrees to sell to Bayer and Buyer agrees to
Purchase from Seller,upon the terms and for the considerations set forth in this Agreement,Sellers
fee ivatest in the Property.
1.6 Other Granas.It is agreed that Seller,or its successors in iuterest,will not grant an
rote in the Property,or any Part themot including,but not limited to,a foe simple interest;
lease or any other conveyances anNer construct Improvements or make changes upon or
to the Property cluing the period between the Effective Date and the Close of Escrow,as such term is
de6oed below.
1.7 Possession.Seiler agrees that the Property will be available to Buyer and free&ora all
tenancies and occupants upon the Close of Escrow.
1.8 As Is.Buyer is to purchase the Property"as is,"that is,in its present condifiM
and except for those representations and warranties set*cth hn this Agreement,Seller makes no
represcatations or warranties regarding the condition of the Property.
1.9 Due Diligence.On or before the date that is thirty-five(35)days from the
Effective Date("Contingency Daae%Buyer shall have the right to perform,in its sole discrefiM
its due diligence review of the condition of Property and all other matters concerning the
Property,mcludimg without limitation,economic,financial,and accounting matters relating to or
effecting the Property or its value,and the physical and environmental condition of the Property.
On or before the Contingency Date,Buyer shall deliver written notice to Seller accepting the
Property,or terminating this Agreement.If Buyer fails to give such notice on or before flus
Contingency Date,Buyer shall be deemed to have accepted the Property and proceed with this
Agreement.
1.10 Ratification.On or before the Contingency Date,this Agreement is subject to the
approval said ratification by this Buyer's Board of Directors.in the event the Buyer's Board of
Directors fadls to approve this A (i)there shall be no Iiabilky on the part of the Buyer,(u)
this Agreement droll become null and void and ofno,further tuee and effect*and(inn")Escrow Holder
SW cancel the Escrow immeffiftly and return all money and/or documents to the respective party.
A16-�t. ARTICLE II
i
M"2
PURCHASE PRICE,TITLE.AND ESCROW
2.1 Porch=Prion and Deposit Buyorsholt pay to the Sella the man of two million,
five hundred ftfiy two thousund,ftve hundred and rmltfia Do ($2,552,S00.08)("Purchase
Pry fu'tlus Property.Within live(5)days of the Eftctivo.hate,Buyer shall deposit trite sum
o(Ow Tbousand Dollars($1,000.00)in Escrow(as defined below)(die Maposir).The Deposit
be=to dable,uutii 11.59 p m Pacific Standard Time on the Contingency Date,und AM be
Wlicable to the Purchase,Price at the Clow ofEscrow.The Purchase Price shall reprep f'
anivemplete compensation Jbr all rights and mtortft being acquired herein by Buyer,
sat:liuutsdoa,real property and such other compensation,damages and bmft
those identified in Section 3.5 ofthis document The Purchase Price,after upprwoon
offt s%shall be payable to Seller,upon the Close of Escrow,in immediately avulable
fry in accordance with the provisions and requirem+cnts ofthis Agreemmt
12 Land Tion Costs
2.2.1Sellers will pay, in accordance, with their perconago intatest in the
Property,
d"s Conservancy One Modred Two Thousand Dollars($1MI00"
Reimbursement")out of escrow procends to reimburse ReAsafs Comervanoy 1or
some of the costs in acquiring the Property,which are over and above any costs ofBuya,
which Buyer is required to pay under the provisions of this Agreemea
2.2.2 In the event that an iadividual Seller beleves flat#the Purchase PA=for
theftperry is below fair oorket vahm at the time of closing,an individual Setter ray
elect to make charitable contribution of land valine to Buyer equal to all or a portion of
the difference between the purchase Price and fair market value of the utute"ofint
Individual Seller:The Individual Seiler may obtain a"qualified"appraisal as dafted
under the Internal Revenue Cock and shalt be responsible for compliance with all hots
and rulds of the IRS related to claiming the eoutribution.Buyer makes no
nposentation to fire electing individual.Seller as to the tau consequences of such as
Au clectmg h lividual Seller will obtain independent in counsel and be
solely napoasible for compile=with the gift value,substantiation ngrscemeats ofthe
lblernal Revenuer Code and California Fraud Tax Board.At the electing Individual
per's option and after Buyer purchases the Properly.Buyer agmes to promptly
complete Part IV(Dorms Admowledgement)of IRS Form 8233(Non-cash Charitable
Can ions)upon receipt of a completed,Form 8283 from Seller(Part III,Decluadn
of ser,may be completed open retuna of Fain from Buyer)
2.3 Escrow.Upon acembort ofthis Agreement by the Peres,Buyer shall opera!en
escrow w")with Chicago Title,Sara Bernardino,California,Dan Duhn,Title Officer fbr the
ofWasmumadog this Apoomert The parties hereto shall eacccute and deliver to Dwow
w inslru#ions prepaarecl by Esoxow Holder as�y bo:;arquitori to at this
surds lrrstructions shall Hart scmflirx with, or supersede arty pro ' o�fhus
e�If is stay. y l+exween ►instrtactions noel this A ent,
L
2.4 Conduct of F a+nw.Escrow holder is hereby audiorized,and frastructed to coudactft
viri ao dance wsththis enk"tieable law,custom and practice 0ffthC in
wfthRoller s located,including i any mportiugrequiremems oftheStwofCallitankand
tine ue Service.
2.5 Selma shall couse Chicago Title to ' are shalt be delivered m `a
I °Title for*all i restrictions,
toodhiow of"cord `n thirty(3u)days ofreceipt of ft Title
Rqort�NA in no ease after the Contingency Date.to give written notionto Seller of any deficts
inarob)ecdottlotbe title so evidenced, Wersh4wkWntbiny(30)da"orrecdptofxdd
i frit in rat caseallerthe Ckofinpoey Dato,clearthetirle o the -
' sso specified. In the Saler '` to tine title ofd ole !
d is ice ; the P , e the
exialsoblebywritten notice to Seller to either(i)terminate the Agreement,or(d)accepilta,
to the d and objections so stood. Buyees failure to `de written
tobe deemed a,continuing disapproval ofthe ext "on nftirle
z
HIM
(b) Title conveyed w Buyer shalt W fm of liens, end casemeutN
restrictions,>b and conditions ofrecord or l mown to Seller,other than the following:
(1) Curreatproperty taoces,
(2) CovenauM conditions,restrictions,and public utility easentents ofreoord,
if any,provided the sauce do not adversely affect the continued use of tine properly for the
purposes for:which it is presandy being used,unless reasonably disapproved by Buyer in
writing within Fiffeea(15)caleaddar days of ras ipt ofa current preliminary report,but in
no caw after the Contingency Date.
26. Condition of Title.Seiler shall convey title to the Property to Buyer as evidenced by
a CLTA Owner's standard form of Title Insrnance(the"Tide Policy")in an amount equal to the
Purchase Price issued by Chicago Tule(the"Tule:Company").The title shall be conveyed and the
Title Policy shall show title to tine Property vested in the Buyer,subject only to the Rdlowing
matters affecting the conditions oftitle:
a. Alien to secure payment of real property taxes and assessments,not delinquent;
b. Alien of supplemental taxes with respect to periods after the Clue of Escrow;
o. The exceptions disclosed by the Preliminary Title Report which are approved by
Buyer pursuant to this Agreement.
2.7. If a supplemental report is issued prior to the Close of Escrow which shows new
ostlers.Buyer reserves the right to require any new matters removed from the Title Policy.Seller
agrees to assist with the removal oftim new matters.
2.8 Reports,Studm and Agreement&Within three(3)calendar days of the EM%Uw
Date,Seller shall provide Buyer with copies of arty reports,studies,maps or agreements of xtmg
the Property which the Seller love in their possession,Including but not limited to geotechnical
and soils reports,surveys,environmental reports,and other reports,studies,maps or agreements
afSettiggtte Property.
ARTICLE III
CLOSING
3.1 Closing. Subjed to the soon of any continnacs described herein,Escrow
Holder shall chose this Escrow by recording doe Grant Deed attached hereto as Exhibit"Be,and
by disbutsing the funds and documents in accordacee with this Agreement.
3.2 Closing Date.Escrow shall close on or before the date that is thiripfive(33)days
front the Contingency Date("Close of Escrow'),but in no case later than Decesuber 31,2012,
unless a notice to exercise the option to extend the Close of Escrow is timely received from
Buyer,the Escrow will automatically be canceled.
33. Option to Extend Closing Date. Buyer shall have the option to extend the Close
of Escrow up to and including April I,2013 by giving to Seller written mice prior to the tori
of the Contingency Period,of this election to extend the Close of Escrow. Upon giving the
Notice W extend tier Clone of Escrow the purchase price provided in paragraph 2.1 shall be
iWO=d by the stmt.of One hundred Twenty Thousand and nol100 Dollars(SI20,000.00),
which shall be dyable Forty Thousand Dollars(540,000 00)to each seller.
3.4 Closing Documents.
3.4.1 Seller,prior to the Close ofEscraw,shall deliver to Escrow Bolder each of
the following items,the delivery of each ofwhich shall be a condition to the performance
by Buyer ofits obligations under this Agreement.
(a) The Grant Deed,duly executed and acitnawledged;and
(b) All additional documents, instruments and sums which may be
,i/- "-7v7
easonab for the Close of Escrow and to consummam the sale
3
Straw AiitYOWW
AITU
of the Property in accordance with the terms of this Agreement
3.4.2 Buyer,prior to the Close of Escrow,shall deliver to Escrow Holder each of
the following items,the delivery of each of which shall be a condition to the perlbmunace
by Sealer of its obligations under this Agreement:
(a) The Purchase Price;and
(b) All additional documents and instruments: which may be reasonably
necessary for the Close of Escrow and to consummate the sale ofthe Property
in accordance with the terms of tbis Agreement.
3.5 Mortgages and Deeds of Trust.Any and all monies payable under this Agre amen%
up to and including the total amount of unpaid principal and interest on any note second by a
mortM or deed of trust, or other security instrument if any, sball, upon demand,be made
payable to the mortgagee or beneficiary entitled thereunder,and such mortgagee or beneficiary
shall be required to furnish Buyer with good and sufficient receipt showing said monies were
caedite r! against the indebtedness.secured by said mortgage, deed of trust, or other secad y
instrument Escrow Holder shall notify the Title Company of such payments and secure and cause
any mcessary,full or partial conveyances to be prepared,signed and recorded as required by the
title company to eliminate any encumbrances or-exoeptioas- fi m" tho-Title Policy issued
Furst to this AgteenzaL
3.6 Takes,Title,and Escrow Costs.Buyer and Seiler shall each pay one half ofall ods
for the Title Policy all recording costs incurred herein,all reconveyance flocs,trustees foes,or'
fi nwar ding fees,and any prepayment charges for any full or phattial reconveyance or full or
partial release of any mortgage or deed of trust and any escrow fees.
3.7. Proration. All real property taxes and assessments encumbering tike Property
shall be prorated by Escrow Holder as of the Close of Escrow,basad upon the latest available
real property tax infmmation. If atter the Close of Escrow, the parties determine trot the
proration by Escrow Holder were erroneous for any reason whatsoever, then they stall
reprorate all real property taxes and assessments between themselves using the same formal
used by Escrow Holler in making to pronati us as of the Close of Escrow.
3.8 Brokerage Commissions. The parties acknowledge that neither party has been
represented by a real estate broker,with respect to this transaction,
3.9 Closing Statement Seller hereby authorizes and instructs Escrow Holder to release
a cepy of Sellars closing statement to Buyer,the putpose being to ascertain if any reirubursements
ate dire Seller.
ARTTCI.E IV
RIGHT OF ENTRY AND DAMAGE TO PROPERTY
4.1 Right of Entry.After the execution ofthis Agrees by the parties,and during tee
Period,Seller grants to Buyer,its agents,employees or nominees,the right to enter into
and upon the Property for the purpose of conducting a Phase I Environmental Site Assessment(the;
"Phase r),soil testing environmental and engineering studies,and such further engineering,grading.
WdWWOV al,geological of survey work as may be required by the Buyer.Buyer shall give Seller
reasonable notice ofsuch ems,and shall not unreasonably internme with any occupant's use of tlx
Property or any of Sews other operatim on the Property.Buyer shall restore the property to
subowdirdly its saran condition.as it existed m n a dian ly prior to any sat tests.Buyer shall keep the
Property free and clear of any liens or encumbrances that may arise out of Buyer's herpeotirm of and
activities on the property.All costs,expenses,liabilities or charges incurred in or related to rue
per raw=of any and all such studies and work on the Property stall be at the sole coast and
expense of and shall be paid by Buyer.The right to enter the Property shall be co-extensive with tore
pmod which Eschew is open,or any a roof Should the Phase I identify
issues that need to be romediatod,the Sellar must address those tastes,subject to the right of seller
to terminate this agreement if Seller's are unwilling to pay the cost ofany such issue&
4.2 Material Change,DestructionorDanuge.Sellerwarrants that tare shall ben*
material dUWF in the conditidao of the Property prior to the Close of Escrow unless such change has
been writ by Buyer.The closing ofthis Escrow is contingeW upon the fade tintDo
material aocgwmd with to the Property tet has not been approved iah
4
saw
rmnz
writing by Buys.For purposes of this Agreement,a"material change"shall be a change in Ile stion
Of do use,tide,occupancy,or condition of the Property that occurs subsequent to the Effective Die
ofthis Agreement.In the event there is a material chmp to the Property after the Esective Dale,
Buyer My elect to(i)pursue any and all remedies available at law or in equity in the event the
material change is a(Icf tit by Seller;(d)terminate the Agreement and receive a refimd of any
eared money.or Cut)proceed with the closing and purchase the Property with a auk against titer
Prig otherwise due hereunder equal to the amount of any insurance ids auxnally
06111ected by Seller prior to the Close ofEscmw as a result of any such material change,phi tum
amount ofarrp insurance deductible or any uninsured amoum or retention.Seller Mall maintain a
casualty insurance policy with respect to the Property in Rill force and effect until the Close of
Escrow.
ARTICLE V
WAIVER AND RELEASE
3.1 Ackwwledgment of FullBenefits.Upon tie Close of Escrow,Seller,on behalfof
itself and its heirs,executors,administrators,successors and assigns,hereby acknowledges that this
Agreement provides full payment for the acquisition of the Property by the Buyer,and Seiler hereby
mpressly and unconditionally,waives any and all claims for damages or any other compensation or
bgnefds,oiler than as already expressly provided for in this Agreement
5.2 AclmowlWgment of Just Compensation.Upon the Close of Escrow and except as
provided in Section 2.2,the parties acknowledge and agree that the consideration paid to Seiler shall
be deemed the fair market value and total amount of"Just Compensation"for the Property.Upon the
Close ofE=ow,Seller,on behalfof itself and its hens,executors,admtmstim ors,soceessars and
assigns,hereby frilly releases the Buyer,as successors„agents,representatives,and assigns,and all
other persons and associations,known or unknown,from all claims and causes of action by reason of
any damage which has been sustained,or may be sustained,as a result ofthe Buyer's efforts to
acquire the Property or to construct worts ofimprove mmi thermn,or any preliminary steps thereto,
5.3 Waivers. Upon tle Close of Escrow Seller waives the ri*to flniha and
weatar compensation and to have the adequacy of compensation determined in a court of law or
equity,by a judge or a jury. Seller understands and knowingly agrees that this waiver shall
extend to constitutional claims of whatever kind or nature that may be brought under the
California and United States Constitutions and the federal civil rights statutes includin&without
claims arising under 42 U.S.C.Section 1983.Upon the Close of Escrow Seller further
waives the right to raise affirmative Menses and to attack by way of answer,complaint or
collaterally, the Buyer's right to acquire the property for public uses and purposes, and to
chalkmp the findings mare in any resolution of necessity.
3.4 Enforcement
3.4.1 BUYEWS DE—FAULT.IF BUYER FAILS TO COMPLETE THE PURCHASE
OF THE PROPERTY AS PROVIDED IN THIS AGRE04ENT BY REASON OF ANY
DEFAULT OF BUYER,SELLER'S SOLE REMEDY SHALL BE TO TERMINATE THIS
AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND
SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO
BUYER.BUYER AND SELLER AGREE THAT rF WOULD BE iMpRACTECAL AND
EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY
SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY AS Hutm PROVIDED.BUYER
AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF
THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER'S
DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT,WHICH SHALL BE TETE FULL,AGREED AND LIQUIDATED DAMAGES.
THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED
DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WrJIIN TBE
MEANING OF CALIFORNIA CIVII, CODE SECTIONS 3275 OR 3369, BUT IS
WIENDED TO CONSTnum LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL.CODE SECTIONS 1671,1676 AND 1677.
Sed bads Buyer
s
DOW
s .r
1017!2
5.4.2 S .r. U ALILT. IN THE EVENT OF A DEFAULT BY SELLER UNDER
THIS AGREEMENT,THE BUYER MAY ELECT TO TERMINATE THIS AGR (ENT
(WITHOUT WAIVER OF ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO
BUYER AT LAW OR IN EQUITY},IN WHICH EVENT ESCROW OR TITLE COSTS
PAID BY THE BUYER,INCLUDING,WfIHOUT LIl&TATION,THE DEPOSIT,WILL
BE REFUNDED AND REIMBURSED TO THE BUYER DIATELY BY ESCROW
HOLDER,AND SELLER WILL PAY ANY ESCROW CANCELLATION FEES DUE TO
ESCROW HOLDER; OR BUYER MAY PROCEED TO CLOSE THE ESCROW;AND
BUYER WILL HAVE ALL OTHER RIGHTS AND REMEDIES AVAILABLE TO THE
CONSERVA14CY AT LAW OR IN EQUITY,INCLUDING,WMIOUT LP&TATK}M THE
7MWYCE THIS AGREEMENT.Buyer
These acknowledgments,waivers and releases shall survive the Close of Escrow.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1 Seller Representations,Warranties and Covenants.Each Individual Seller hereby
represent,warrants and covenants to Buyer as of the date of this Agmcmen4 and upon the Close of
Escrow,as follows,all of which shall survive the Close ofE=ow
6.1.1 A119w t15i Each Individual Seller is the owner of the Property and has the
full right,power and authority to sell,convey and transfer the Property to Buyer as
provided herein, and to perform Each Individual Seller's obligations hereunder. The
person signing this Agreement and any documents and instruments in connection
herewith on behalf of each Individual Seller has full power and authority to oleo so.
6.1.2 BankruutM There are no attachments, assignmcrrts for the benefit of
creditors, receiverships, eonservatorshts or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by each Individual Seiler or
filed by each Individual Seller,or to the best of each Individual Seller's knowledge,
pending in any current judicial or admiaisnative proceeding against each Individual
Seller:Further,each Individual Seller has no notice or knowledge that any tenant of the
Property is the subject of a bankruptcy proceeding.
6.1.3 Otha Agreements:Each Individual Seller has not entered into any other
written contracts or amts 8or the sale or tra:isler of any portion of the Property.
6.1A Conditiom of EmMI v:Each Individual Seller has warrants and coves
that through the date possession is made available to Buyer, the Property shall be
maintained in the same condition as upon the Effective Date.
61.5 Violation of Codes:Each individual Seller has warrants that each Individual
Seller has no knowledge of any notice of any violations of city, county, state, federal,
building,zoning,fire,health codes or ordinances,or other governmental regulations filed or
issued against the Property. Each Individual Seller finder worom that it hes no
knowledge of any aspect or condition of the Property which violates apphkcabie lavas notes,
regulations, codes, or covenants, conditions or restrictions, or of improvements or
alterations made to the Property without a permit where one was required, or of ray
un5tifilled order of directive of any applicable governmental agency,or of any casuahy
inswance company that any work, investigation, remediation, repair; maintenance or
improvement is to be performed on the Property.
6.1.6 MWalwam of the ftwarty: Except as provided in other provisions
hereof dealing with destruWoon,damage or loss,Seller shall maintain the Property until
the Close of Escrow in the same condition as upon the Effective Date.
6.1.7 Possessm ts:To the best knowledge of the Seller,no one will,at the
Close of Escrow,rave any riot to possession of the Property superior to the right of the
Buyer.
61.8 Acdg=To the best of each Individual Seller's knowledge,no actions its,
g or threatened before any governmental
edm�
mnu
commission, board, bureau, agency, 00uM or instrumentality that would affect the
Property.
6.1.9 Notice of Chane=Each Individual Sella shall promptly notify Buyer is
writing of any material change affecting the Propertx that becomes knows to each
individual Seller prior m the Close of Escrow.
The material truth and accuracy of the foregoing mpresentations and warranties strait be a
condition of Buyer's obligations hereunder:At least five(S)calendar days prior to the Close of
Escrow.Seller shall notify Buyer,in writing,of any facts or circimrslanow which are contrary tv
the foregoing representations and warranties.
ARTICLE E VII
BUYER'S REPRESENTATIONS AND WARRANTIES
7.1 Buyer's Representations and Warranties Buyer hereby represents,warrants and
caves to Seller as of the daft of this Agree ,and upon the Close of Escrow,as lonnw,all
of which shall survive the Close of Escrow.
7.1.1 Authority:Buyer is a non-profit conservation entity 501(cx3)and las the
frill power and authority to enter Into and carry out the agreements contained in,and the
transactions contemplated by this Agreement The persons signing this Agreement and
any documents and instruments in connection herewith on behalf of Buyer have fled
power and authority to do so.
7.1.2 Banknmtev:'There are no attachments,assignments for the benefit of
creditors,receiverships,conservatorships or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by Buyer or filed by Buyer,
or to the best of Buyer's knowledge,pending in any currentjudicial,or administrative
proceeding against Buyer.
The material truth and accuracy of the forgoing repccsenations and warranties shell be a
condition of Seller's obligadoae hcreunda.At least five(3)calendar days prior to the Close of
Escrow,Buyer shall notify Sella of any fbsts or circumstances which are contrary to the fmVing
serestions,and war antics.
ARTICLE VIII
DEFAULT AND TERMINATION
8.1 Default.A party shall be deemed in default hcmwder if it fails to meet;comply
with,or perform any covenarn;agreement,or obligation on its part mgnred within the time limbs
and in the manner required in this Agreement for any reason other than a default by the other party
herenader or termination of this Agreement prior to Close of Escrow.
8.2 Opportunity to Cure.No act,failure to act,event or circumstance which might be
decreed to be a default by either party shall be deemed to be a default under any of the pmviidoms of
this Agreement,unless and until,Mice thereof is forst given by the rte-defaulting party to the party
alleged to be in default and said party fails to cure the alleged default within fifteen(M calendar
days in the case of a non-monetary clefau%or five(5)calendar days in the caw ofa monetary
defindt
8.3 Termination upon Default.After notice and an opportunity to cure,if the demrltwg
party Earls to cure the dethuit,the non-defaulting party may terminate this acquisition by giving
written nice to the delimiting party and the Escrow Holder.Upon receipt of the notice to
the Escrow Holder shall immediately cancel the Escrow and return all money and/or to
the respective party.
8.4 Buyer's Termination.If Buyer exercises its rights under this Agreement to tern new
this acquisition,Buyer shall provide written notice to the Seller and Escrow Holder.Upon receipt of
said natter,Escrow Holder shall immediately canal the Escrow and return all money an for
documents to the respective party.
ARTICLE IX
MUTUAL AGREEMENTS
9.1 Soil Inspection.At any time prier to the Contingency Date,Buyer shall brave the
r/gb# o a so report concerning tine Property Said ielrOrt shill be obtained at Buyer's
inclemrnify and baht Sella from any liability arising
z
ems.
neem
flora Buyefs soils investigation and keels the property free from any liens,including mechanics liens,
arising Rona persons or agents authorized to perform such soils imestigatiou on-behalf ofBayen sbedi
rss0ae the Property to substantially its some condition as it existext immediately prion to any such tests
Buyer.
9.2 Other Agreements Acting Property.Seller and 1#uyer have entered into this
Agreement upon the belief that there are no other agreements,which will&Sect the Property beyond
do Close of Escrow.If Seller determines that such agreements or exceptions exist which are not
revealed heroin,Seller shall provide Buyer with a copy immediately upon Seller's learning of its
Buyer may ticreafter,prior to the Close o€Escrow,either tertninate this acguisitlon or
modi$*the Purchase Price,Atter Close of Escrow,Seller shall be liable to Buyer for any damage or
cqmw including attorney's fees and costs incurred by Buyer by reason of such undisclosed
agreemeM Seller shall further indemnify and defend Buya as necessary so that Buyer may use the
Pro"for the contemplated public use.
ARTICLE X
HAZARDOUS SUBSTANCES
10.1 Haws Substances Disclosure. The Property is subject to a disclosure as
under Section 25359.7 of the Health and Safety Code,whereby Seller is required to
disclose if there are any hazardous sous,as defined in Health and Sakty Code Section
25316,et seri,Iocated on or beneath the property or adjacent thereto.It is understood and BVMA
between Buyer and Sella that closing of this Escrow is subject to and agent upon receipt and
approval of a written disclosure by Seller. Said review and approval will not be umcasonahlp
witbckd or delayed by Seller.
10.2 Hazardous Substances.Each Individual Seller represents and warrants that it does not
have knowledge of the ouistenee or prior existence of any hazardous substances on the Property.
In addition,Seller has no,actual knowledge of the existence or prior existence of any above or
below ground storage tank or tanks on the Property.
10.3 Hazardous Substance Conditions Report Buyer shall have the dght to obtain a
Hazardous Substance Conditions reports)or other environmental studies concerning the Property
and relevant adjoining properties. Such reports) will be obtained as Bayer's discrotian and
!iglus!.If Buyer elects to secure such reports, Buyer shall use reasonable diligence to obtain
such a report on a timely basis.I€Seller has such a report,they shall provide Buyer with a oripy
thereof:If Sella has knowledge of any hazardous substance condition report that was prepared by
any other person or entity including any governmental agency,Sells shall mform Buyer of the
edstence of such a report and its location within fifteen(15)calendar days from the Effective
Babe.Buyer shall restore the Property to substantially its sane condition as it wdsted immediately
prior to any such tests performed by Buyer
10.4 Hazardous Substances Defined. "Hazardous Substances" for purposes of this
Agmement mall mean and refer to any(a)hazardous or toxic wastes,materials or substances or
deals and other pollutants or contaminants which arc or become regubftd by applicable
kaenl,Vie,regional arnYor kbderal orders,ordinances,staumes,rules,regulations(as interpreted
by judicial and administrative decisions)and laws,(b)asbestos,asbestos-containing rodartab or
rmea forrvaldehyde, (c) polychfarinatcd biphenyls, (d) fiammabk, explosive, corrosive or
radioactive materials, (e) medical wage and biochemical, (f) gasoline, died, petroleum or
pdmlenmet by-products,(g)lei-based paint or(h)any substance sex forth in health and Safety
Code Section 2330,ex seq,or whose nature and/or quality of a dstence,use,manufacture or
effect render it subject to federal,state or local regulation,investWo n„remediation or removal
as potentially u►ltrious to public health or welfare.A"Flazar our Substances Condition!" for
purposes of this Agme went is defined as the adstcnce on,under or relevantly adjacent to the
Property or a Hazardous Substance that would or could negx ire remediation andior removal under
applicable federal,sffite or local law.
10.5 Hazardous Substances D W Inspection Period. If conditions suggesting tine
presence of Hazardous Substances are discovered before the Contingency Darr, Buyer may,
within twenty(20)days of the discovery of such conditions,perform fiudta tests to
whether such Hazardous Substances constitute contamination.it after such tests are
Buyer cannot determine whether such Hazardous Substances constitute contamination,or if
ron of Hazardous Substances is required,then,within ten(10)days of discovery of such,
Buyer stroll provide Seller written notice of said potential contamination or necessary
77
�hill aU necessary remediation. In the event that Sellae is
a
mini
obligated to perform any remediation prior to the Contingency Data,the Contingency Date shall
be extended on a day-today basis during the period of time that such remediation is bei
perfirrmed,but in no case beyond December 31,2012,unless Buyer exercises its option to extend
the Close of Escrow date.
10.6 Hazardous Substances Discovered After Counugency Date. In do everrt that
condifions suggesting the presence of Hazardous Substances(other than those discovered prior to
the Contingency Date) .Buyer may provide Seller written notice of said contamination or
necessary remediation and Setter mall perform all necessary remediation,subject to the right of
Sidor Lo terminate this agreement if it disapproves the cost of any such reemedistion.In the event
that Seller is obligated m perform such remediation and Seller does not elect to terminate this
the Closing Date stall be card on a day-today basis,dining the period of lima
that such remediation is being perfo umA but in no case beyond December 31,2012,unless
Buyer exorcises its right to extend the Close of Escrow date.
ARTICLE)a
MISCELLANEOUS
11.1 Exhibits.All Exhibits attached hereto are a part of this Agreement for all purposes
and we incorporated lutein.
11.2 AssigumetaL Seller shall not assign this Agreement nor any rights under this
ti Agm ment without the prior written consent of the Buyer.Buyer shall have the right to assign this
Agreement and any rights hereunder at any time after the Contingency Date provided that Buyer
shall pay any and all costs and expenses arising out of Buyer's assignment and Seller shall tat
intaar any additional expenses or be obligated to provide any additional environmental reports
dboting the Property.Buyer shall only assign this Agreement to a public agency or a von-profit
organi ation ib r the overall long term purposes of conservation and recreation.
11.3 Binding Effect This Agreement shall be binding upon and inure to the benefit of
Seller and Buyer,and their respective successors,heirs,agent and permitted assigns.
11.4 Captions.The captions,headiings,and an pments used in this Agreement are for
convaderice only and do not in any way affect,limit,amplify,or modify the terms and provisions
hereof
11.3 Number and Gender of Words. Whenever herein the singular number is caved.the
sane
shall include the plural where appropriate,and words of any gender shall include each other
gender where appropriate.
11.6 Governing Law and Venue. T1e laws of the State of California shall govern the
validity,construction,enforcement,and interpretation of this Agreement All claims,dispuRes and
oto matters in question wising out of or relating to this Agreement,or the breach thereof;shall be
decided by proceedings instituted and lhigated in the state court in the County of San
and the parties hereby waive all provisions of law providing for a change of venue in such
proceedings to any other county.
11.7 Amendments.This Agreemem may be amended or supplemented only by written
documents signed by the parties.
11.8 Notices.All notices,terminations,waivers and offer communications heretinda shall
be in writing and shall be delivered personally,by hicsimile or shall be sent by registered or
cern8ed Muted States mail or a nationally recognized,overnight courier service,postage prepaid,
and addressed as follows.-
Buyer
ollows:Buyer Seller
The Redlands Conservancy Ralph L lbDMPSOD,Jr.,Trustee
PO Bot 853 P.O.Box 1085
Radlarids,CA 92373 Redlands,CA 92373
Attn:Shirli Leonard
Any notice in accordance herewith shall be deemed received when delivery is received or refoacd,
as the case be tmrjrU given by telepbone facsimile transmission,provided that an
odgind o be delivered to the addressee by a nationally mcophzil
s
19 sdk*h*i&R DOW
terns
ovemigitt delivery service on the business day following such transmission Telephone ficsimiles
shall be deemedd delivered on the date of such transmission.
11.9 Entirety.This Agreement embodies the entire agreement between the parties and
supersedes all prior written or oral agreements and understandings, if any, between them
concerning the subject matter contained herein. There are no representations,
gamenM or understandings,and or written,between the parties hum,relating to the
subject tetter contained in this Agreement which are not My expresw4 herein.
11.14 Severability.If any of the provisions of this Agreement,or its application to any party
or ' is held to be illegal,invalid,or unenforceable under present or future laws,such
Provision shall be fully severable This Agreement shall be construed and erfi weed as if such illegal,
invalid,or unenforceable provision had rover comprised a part of this Agreement and the
remaining provisions of this Agreement shall remain in full force and effx;t and shall not be
affecbed by the illegal,invalid,or unenforceable provision or by its severance for this
In lien of such illegal,invalid,or unenforceable provision,these shall be added automatically as a
pmt oftbis Agreement,a provision as similar in terns to such illegal,invalid,or uneafiorceable
provision as may be possible to make such provision legal,valid,and enforceable.
11.11 Further Acts.In addition to the acts and deeds recited herein and contemplated
and performed,executed and/or delivered by Salter and Butner,Seller and Buyer agree to
perdinrn,execute mu/or deliver or cause to be performed,executed and/or delivered at the
Close of Escrow or atter the Close of Escrow any and all such f viber acts, deeds, and
asurances as may be teary to coraummate the transactions contemplated herein
11.12 Construction No provision of this Agreement shall be constmed in favor of,or
against,%my particular party by reason of any presumption with reaped to the drafting of this
Age both parties, having the opportunity to consult legal counsel, having ftiliy
partichmad in the negotiation ofth is Agreement.
11.13 Time of the Essence.it is expressly agreed by the parties hereto that time is of
the essence with respect to each and every provision of this Agreement.
11.14 Waiver of Covenants,Conditions or Remedies.The waiver by one party of
the performance of any covenant,condition or promise,or of the time for performing any ad
under this Agreement shalt not invalidate this Agreement nor shall it be considered a waiver by
stuh petty of any other covenant,condition or promise,or of the time for performing any other ace
required under this Agreement.The exercise ofany remedy provided in this Agreement shall am
be a waiver of any other remedy provided by law,and the provisions of this Agreement for any
remedy shall rat exclude any other remedies unless they arc expressly excluded.
11.15 Survival of Warrantles.All of the warranties,,representations,covenants and
agreements of the parties hereto contained in this Agreement shall survive the Close of Escrow.
Buyer
The Redlands Conservancy
A Callib min non-profit public
benefit corporation
Sellers:
Live Oak Associates,LLC Ralph and Carolyn Thompson Living Tines
A Cadifurnia Limited Liali ty Corny dated Jim 30,1982
Br- By:
Ralph J.Thompson,Jr.,Trustee
Ellsworth E.Wareham Family Revocable By:
1981 T Carolyn L Thompson,Trustee
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PURCHASE AND SALE AGREEWNT
WsPhrialmse and Sale Ageement CAgt�eewore)is entered into tfibWft OdDW 15,2012
've DWI by and between THE RMLANDS CONSERVANCY,a Callema a
Pobfic benefit corporation C"OVe and Live Oak AmdausLLQ,Ralph and CarobraTbouipson
June 30,IM EllsworthE,W` FamilyRywocablc 1981 Trost.Is
cx n offt `Mutual oavmnb and agmerneaft the palms agree to the folkwinglannsead.
ARTICLE i
,AGREEMENT{1F SALE
1.1 - P=tW$WMBWaisaCalifimtiianonvofitpublicbm&cmporadonmi&dw
pr weer to `quirered and personal p petty_
1-1 SalWs Ownership harvest. Live teak Associates LLC(60%1 Ralph=4 Carolyn
IUNP=Livii�gTnutdaftdh=30,1"2(20%lEftwm*F-War.qmFmiUyRavocaMeMI
T � tet luxein eollerxsvely as"Selma"and as m each owrruaslaip;�as '
} Viler",
L3 Property,Seiler owes co in real property cousutnigofappaoxiewtely172 wrea,of
landboadin Redleaft California,bearing.Assessor Parool Nos.030112,3131,0300-231- and
03W241-15; 'Property"),mote particularly dwmbed is Exhibit"v attached,harcto,and
poratedberembyrof6tence.
IA irrceae Legal lleseriptitcrn If tbs legal description ofthe Property ist rncomplete
trht this A amen sban nrrt a invalid acrd tine legal 'on sball be c mn-- ear `
cormotedioulect the revircutoots ofdw Titk Company(as defined in Section 2.5 belaw)lo bw
the Tift Policy baminsftm dwribed.
IJ : Agreement ofPurchaw and Sale.Seller Vets to sell to Buyer and Buyer apmto
Seller,upon the terms and for the consi ' ns set forth in ft AgmenteM Selkas
te;Jobovest in the Property.
L6 Other Cxrants.itis agreed than;Seller,or its=emw in WcmK will rant glad an
fatown is tate Property,or any part dremof,izmlu ing,but not limited to,a lite simple interest
tgs-*Mn%lease oraW o6w corveyancesand/or construct hoprovemeaft or mates changes upoo or
to the ProputY ding tint period betwecnthe Effective Date and 6o Close ofEscrow,as such harms
IJ : Possession Seller wm thatthe Property will be avaiiabloto Buyer amt ee fican a0
lonsuciftand wants upon the Close of Escrow.
14 As Is.Buyer is to phase the Property"es is,"that*in in its prooeol cou&GM
udcwqtforiboseiepewuwmmdwmranties set forth.inthisA ut,Speller' "
isrtsorwarundcsre tbawrdit%mof*tProperty.
13 Due Dingence.On or befere the date that Is thirty--five(35)days from the
Eftdhv Due("Contingeapy l e%Bu rr shalt have ft rrght to porf)mt,baits sole di
As dw 4111sence review ofthe condition,ofPropeurty and an odw matters concerning the
Propedy, ing without limitation, rn c,fimcK and rs misting to or
Propetrry or its and the physical and cavirournentatcondition oftbe rty:
t?u orContingency . ex written notice to Senoraccopficgft
Property,orla this Agmeamot.If BWgr falls to give such nottot on or bei t o
Contingency Date,Buyer shall e deemed to have accepted the Property and proceed
1,14 Ratification.On or before tiro ConfingencyDatc,this Agrectrad is sats to rise
appw4mdTmWadmbyftBwtesBoudofDkecWm fattweventftBuyersBostdof
DiNXIMMU to OpprM this Agreement{i}tbart sball be no lialmlityon6e part oftlle
IldsAweenteftsivill bocom mA and void mid of llrrther mule and(w-)Escrnwjbww
E .ately ail docuaie�m ,
ARTICLE it
# ate.
PURCHASE PRICE,TITLE AND ESCROW
2.1 Purchase Price and Deposit Buyer shall pay to the Seller the sun of two million,
five hundred felly two thousand,five hundred and no1100 Dollars($2,552,500.00)("Purchase
Price")for the Property.Within five(5)days of the Effective Dptc,Buyer shall deposit the sum
of Out Thousand Dollars($2,000.00)in Escrow(as defined,below)(the"Deposit"}.The Deposit
shall be refundable until 11.54 p.m.Pacific Standard Time on the Contingency Date,and shall be
applicable to the Purchase Price at the Close of Escrow.The Purchase Price shall represexn fall
and complete compensation for all rights and interests being acquired herein by Buyer,
including,without limitation,real property and such other compensation,damages and berie ts,
excluding those identified In Suction 3 3 of this document The Purchase Price,after application
of the Deposit,shall be payable to Seller,upon the Close of Escrow,in immediately available
funds in accordance with the provisions and requirements ofthis Agreement.
2.2 Land Transaction Costs
2.2.1 Sellers will pay, in accordance with their percentage interest in the
Property, Redlard's Conservancy One Hundred Two Thousand Dollars ($102,100.00)
("Cost Reimbursement")out of escrow proceeds to reimburse Redland's Conservancy 1br
some of the costs in acquiring the Property,which are over and above any dusts of Boyne,
which Buyer is required to pay under the provisiions ofthis Agreement.
2.2.2 In the event that an Individual Seller believes that the Purchase Pricy for
the Property is below fair market value at the time of closing,an Individual Seller may
elect to make charitable contribution of land value to Buyer equal to all or a portion of
the difference between the Purchase Price and fair market value of the interest of that
lndiividuai Seller.The Individual Seller may obtain a"qualified!appraisal as defined
under the Internal Revenue Code and shall be responsible for compliance with all laws
and rules of the IRS related to claiming the contribution.Buyer makes no
representation to the electing Individual Seller as to the tax consequences of such an
election.An electing Individual Seller will obtain independent tax counsel and be
solely responsible for compliance with the gift value substantiation requirements of the
Internal Revenue Cade and California Franchise Tax Board.At the electing Individual
Seller's option and after Buyer purchases the Property,Buyer agrees to promptly
complete Part DV(Donee Acknowledgement)of IRS Form 8233(Non-cash Charitable
Contributions)upon receipt of a completed Form 8283 from Seller(Part III,Declaration
Of Appraiser;may be oompleocd upon return of Form from Buyer).
23 Escrow Upon execution of this Agreement by the parties,Buyer shall open an
escrow("Escrow")with Chicago Title,San Bernardino,Califoruia,Dan Dulia,Title Officer for the
purpose of consurmratung this Agreement.The parties hereto shall execute and deliver to Esmuw
Holder such escrow inshuctions prepared by Escrow Holler as may be required to complete ibis
hyo sactiem.Any such inshn>czions shall not conflict with,amend,or supersede any provision ofthis
Agreement Ifthere is any inconsistency between such instructions and this Agreement,this
Agreement shall control.
2.4 Conduct of Escrow.Escrow Holder is hereby authorized and instructed to conduct the
Escrow an accordance with this Agreement,applicable law,custom and practice of the community in
which Escrow Holder is located,including any reporting requirements of the Stan of Califeama and
the haearoal Revenue Service.
2.5 Seller shall cause Chicago rifle to prepare and shall be delivered to Buyer a
Preliminary Tide Repott,setting forth all liens,encumbrances,eascxrents,restrictions,
conditions of record.Buyer alt within thirty(30)days of receipt of the Preliminary Title
Report,but in no die after the Contingency Date,to give written notice to Sellar of any defects
in or objection to the title so evidenced. Seller shall,within thirty(30)days of teceipt of said
notice("Cure Period"),but in no cense after the Contingency Date,clear the title of the defects
and objectors so specified. In the event Seller fails to clear the title of the defects and
objections contained in Buyer's notice within the Cure Period,Buyer shall have the option
exercisable by written notice to Seller to either(i)terminate the Agreement,or(ii')accept the
Property subject to the dlefects and objections so stated. Buyer's fflure to provide written notice
to Seller shall be deemed a continuing disapproval of the condition of title:
V 2
mdn2
(b) Title conveyed to Buyer shall be flee of lig, encmdiranc , easimazzv,
rights and conditions o€record or known to Selkx,other than the following:
(1) Current property taxes,
(2) Covenants,conditions,restrictions,and public utility easements of record,
if any,provided to same do not adversely affect the continued use of the property for the
purposes for which it is key being us4 unless reasonably disapproved by Buyer in
writing within Mm(15)calendar days of receipt of a current preliminary rgx4 but in
no case alta the Contingency late.
2.6. Condition of Title.Seller shall convey title to de Property to Buyer as evidenced by
a CLTA Owner's standard font of Title insurance(the"Title Policy")in an amount equal to the
Purchase Price issued by Chicago Title(who"Title Company").The title snail be conveyed and the
Title Policy shall show title to the,Property vested in the Buyer,subject only to the following
matters aiming the conditions of title:
a. A lien to secum payment of real property taxes and assessments,not delinqueain
h A lien of supplemental taxes with respect to periods atter the Close of Escrow
c. The exceptions disclosed by the Preliminary Title Report which are approved by
Buyer pursuant to this Agrement.
2.7. If a supplemental report is issued prior to die Close of Escrow which shows craw
metres,Buyer reserves the right to require any new matters removed from the Title Policy.Sdkr
agrees to assist with the removal oft the new Matters.
2.8 Reports,Studies and Agreements.Within three(3)calendar days of the Effective
Dase,Seller shall provide Buyer with copies of any reports,studies,maps on Weemew affecting
the Property which de Seller have in their possession,including but not limited to geotechnical
and soils reports,surveys,environmental reports,and other reports,studies,maps or agr ac n tents
dbcft the ProPe'ty-
ARTICLE Ill
CLOSING
3.1 Closing.Subject to the satisfaction of any contingencies described herein,Escrow
Holder shell close this Escrow by recording the Grant Deed attached hereto as Exhibit"B",and
by disbrnshig the funds and documeais in wcovdance with this Agreement.
3.2 Closing Date.Escrow shall close on or before the date that is thirty-five(35)days
fimn de Contingency Date("Close of Escrow"),but in no case later than December 31,2012,
unless a notice to exercise the option to extend the Close of Escrow is timely received fiom
Bayer,the Escrow will automatically be canceled
3.3. Option to Extend Closing Este. Buyer shall have the option to extend the Cie
of Escrow up to and including April 1,2413 by Hiving to Seller written notice prior to the end
of the Contingency Pcriod,of this election to extend the Close of Escrow. Upon giving the
Notice to extend the Close of Escrow the purchase price provided in paragraph 2.1 than be
Increased by die sant of One Hunched Twenty Thousand and no/100 Dollars(S120,M.Oo),
which shall be payable Forty Thousand Dollars($40,004.00)to each seller.
3.4. Closing Documents.
3.4.1 Scher,prior to the Close of Escrow,shall deliver to Escrow Holder each of
de Ibllowing items,the delivery of each of which shall be a condition to the performance
by Buyer of its obligations under this Agreement:
(a) The Grant Deed,duly executed and acknowledged,and
(b) Ali additional documents, instruments and sums which may be
reasonably rosary for the Close of Escrow and to consummate the sale
101712
of the,Property in accordance with the terms of this Agreement.
3.4.2 Buyer,prior to the Close of Escrow,shall deliver to Escrow Holder each of
the following items,the delivery of each of which shall be a condition to the perforce
by Seller of its obligations under this Agreement:
(a) The Purchase Price;and
(b) All additional documents and instnrmerfs which may be reasonably
necessary for the Close of Escrow and to consummate the sale oftbe Pmpexty
in accordance with the terms of this Agreement
3.5 Mortgages and.Deeds of Trust Any and all monies payable under this
UP to and including#e total amount of unpaid principal and Inbereg on any note secured by a
mortgage or deed of trust,or other security instrument if any, sball,upon demand, be made
payable to tits mortgagee or beneficiary endued thereunder;and such mortgagee or beneficiary
shall be required to fiumsh Buyer with good and sufficient receipt showing said monies were
Credited against the indebtedness secured by said m ortpM deed of trast; or other security
hoftument.Escrow Holder shall notify the Title Company of such payments and secure and carne
any necws&7 full or partial corrveyances to be prepared,signed and recorded as required by the
Ude company to eliminate any encumbrances or-exceptions- from the-Title Policy issued
ptmstmmR to this Agreement
3.6 Taxes,Title,and Escrow Costs.Buyer and Seiler shall each pay one half of all coo
foir the Title Policy,all recording costs Incurred herein,all reconveyance fees,trustees fres,or
kirwarding far,and any prepayment charges for any full or partial reconveyance or full or
partial release of any mortgage or deed of trust,and any escrow fees.
3.7. Promtions. All real property taxes and asses encumbering the Property
sbali be provided by Escrow Holder as of the Close of Escrow,based upon the latest available
real property tax information. H afo r the Close of Escrow, the parties determine that the
proradons by Escrow Holder were erroneous for any reason whatsoever, then they shall
rcpronk all real property taxes and asmssmeots between themselves using the same formula
used by Escrow Holder in making the prorations as of the Close of Escrow.
3.9 Brokerage Commissions. The partes acknowledge that neither party has been
rep-sented by areal estate broker,with respect to this transection,
3.9 Closing Statement.Seller hereby authorizes and instructs Escrow Holder to rekase
a copy of Seller's closing statement to Buyer,the purpose being to ascertain if any reimbursements E
are due Seller.
ARTICLE IV
RIGHT OF ENTRY AND DAMAGE TO PROPERTY
4.1 Right of Entry.After the execution of this Agreement by the parties,and during the {
Corrtingency Period,Seller gram to Buyer,its agents,employees or nominees,the right to sonar Uft
and upon the Property for the purpose of conducting a Phaw I Environmental Site Assessment(the
"Phase I"),soil testing,environmental and engineering studies,and such further engineering grading
archeological,geological or survey work as may be required by the Buyer.Buyer shall give Seger
reasonable notice of such entry,and shall not onreasonably hrterf n with any occu mmrs use ofthe
Property o r any of Seller's other opt on the Property.Buyer shall restore de Property to
substantially its some condition as it existed immediately prior to any such tats.Buyer shall keep the
Property free and clear of any liens or encumbirandes that may arise out of Buye°s inspection ofand
activities on the Property.All costs,axpenses,liabilities or charges incurred in or related to the
pot rmance of any and all such studies and work on the Property stall be at the sole cost and
expense of.and shall be paid by,Buyer.The right to enter the Property Mall be co-extensive with the
period during which Escrow is open,or any extenslon thereof Should the Phase I studies identify
issues that need to be remediattA the Seller must address those usu es,subject to to right of Sella
to termimft this agreement if Seller's are unwilling to pay the Dost ofarry,such issues.
42 Material Charim Destruction or Damage,Seller warrants that there shall be no
inderial change in the condition ofthe Property pry to the Close ofEscrow unless such charip has
been approved in writing by Buys.The closing of this Escrow is contingent upon due fast dw no
m ahmal change shall have occurred with respect to the Property that has not been approved in
now
W x2
writing by Buyer.For purposes of this Agreement,a"material c hamge"shall be a change in the status
Of the use,title,occupancy,or condition of the Property that occurs subsequent to the Efective Date
of this Agreement.In the event time is a material change to the Property atter the Effective,Date,
Buyer may elect tu(i)Pursue any and all remedies available at law or in equity in the event the
ntaturial change is a default by Seller,(ii)terminate the Agreemz#and receive a refund of any
earnest money,or(iii)procwA with the closing and purchase the Property with a credit against f
Pum Price otherwise due hereunder equal to the amount of any insurance proceeds actually
colleted by Seller prior to the Close ofEserow as a result of any such material cherW,plus the
amount ofany msumoxx deductible or any uninsured amount or retention.Seiler shall maintain a
casualty insurance policy with respect to the Property In full force and effect umtit the Close of
Escrow.
ARTICLE V
WAIVER AND RELEASE
5.1 Acknowledgment of Full Benefits.Upon the Close ofEscrow,Seller,on behalf of
itself ami its heirs,mentors,administrators,successors and assigns,hereby acknowledges that this
Agreement provides fail payment for the acquisition of the Property by the Buyer,and Seller heiahy
expoessly and unconditionally waives any and all claims for damages or any other compensation or
benefits,other than as already expressly provided for in this Aunt,
5.2 Acknowledgment of lust Compensation.Upon the Close ofEscrow and except as
provided in Section 2.2,the parties acknowledge and agree that the consideration pard to Seller shall
be deemed the talc market value and total amount of"lust Compensation"for the Property.Upon the
Close ofEscrow,Seller,on behalf of itself and its heirs,executom administrators,successors and
assigns,hereby fully releases the Bayer,its amts,agcros,representatives,and assigns,and all
other persons and associstioos,known or unknown,from all claims and causes ofaction by reason of
any d=W which has been sustained,or may be sustained,as a result ofthe Buyer's efforts to
acquire the Property or to construct works of improved thereon,or any preliminary steps thereto.
5.3 Waivers. Upon the Close of Escrow Seller waives the right to hdkr and
geeaw compensation and to have the adequacy of compensation determined in a court of law or
equity,by a judge or a jury. Seller understands and knowingly agrees that this waives shalt
extend to constitutional claims of whatever kind or nature that may be brought under the
California and United States Constitutions and the federal civil rights statutes imcludimg,without
limitation,claims arising under 42 U.S.C.Section 1983.Upon the Close ofEscrow Self farther
waives the right to raise affirmative defenses and to attack by way of answer, complaint or
collaterally, the Buyer's right to acquire the property for public uses and Purposes, and to
challenge the findings made in any resolution of necessity.
5.4 F.nfncement.
5.4.1 BOM DEEAUL T,IF BUYER FABS TO COMPLETE THE PURCHASE
OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY
DEFAULT OF BUYER,SELLER'S SOLE REMEDY SHALL BE TO TERMINATE THIS
AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND
SHALL BE RELEASED FROM TTS OBLIGATION TO SELL THE PROPERTY TO
BUYER.BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY
SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED.BUYER
AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF
THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER'S
DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT,WHICH SHALL BE THE FULL,AGREED AND LIQUIDATED DAMAGES.
THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED
DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WMnN THE
MEANING OF CALIFORNIA CIVIL, CODE SECTIONS 3275 OR 3369, BUT IS
INTENDED TO CONSTMM LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL COBE SECTIONS 1671,1676 ANTS 1677.
Initials Buyer
5
taint
3.4.2 SEAM DEFA= IN THE EVENT OF A DEFAULT BY SELLER UNDER
THIS AGREEMENT,THE BUYER MAY ELECT TO TERMINATE THIS AGREEMENT
(WITHOUT WAVER OF ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO
BUYER AT LAW OR IN EQUTT )�IN W111CII EVENT ESCROW OR TITLE COSTS
PAID BY THE BUYER,INCLUDING WITHOUT LIMITATION,THE DEPOSIT,WILL
BE REFUNDED AND REIlHBURSED TO THE BUYER IMMEDIATELY BY ESCROW
HOLDER,AND SELLER WILL PAY ANY ESCROW CANCELLATION FEES DUE TO
ESCROW WIDER; OR BUYER MAY PROBED TO CLOSE THE ESCROW.AND
BUYER WILL HAVE ALL OTHER.RIGHTS AND REMEDIES AVAILABLE TO THE
CONSERVANCY AT LAW OR IN E+QUTIY,INCLUDING,W mOUT LWIATIOK THE
RiGm TO SPECdFICALLY ENFORCE'kII3 AGREEMENT.
Sellers Initiates Buyer
These acknowledgments;waivers and releases shall survive the Close of Escrow.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1 seller Representations,Warranties and Covenaots.Each Individual Seller hereby
warrants and covenants to Buyer as of the date ofthis Agreemerx,and upon the Close of
Eacrow,as follows,all of which shall survive the Chose of Escrow:
6.1.1 Authority:Each Individual Seller is the owner of the Property and has the
hill right,power and authority to sell, convey and transfer the Property to Buyer as
provided herein, and to perform Each Individual Soave's obligations hereuurder: The
person signing this Agreement and any documents and instruments in connection
herewith on behalf of each Individual Seller has full power and authority to do SO.
6.1.2 & y.; There are no attachments, assignments for the benefit of
creditors, receiverships, conservatorships or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by each Individual Seller or
Sled by each Individual Seller,or to the best of each Individual Seller's knowledge,
pending in any current judicial or administrative proceeding against each Individual
Seller.Further,each Individual Seller has no notice or knowledge that any tenant of the
Property is the subject of a bankruptcy proeceding.
6.1.3 Other Agreements: Each Individual Seller has not entered into any other
written contracts Or$giCeWCUM for the sale or transfer Of any portion Of the Property.
6.1.4 Condition ofrmlX=Each Individual Seller has warrants and covenants
that through the date possession is made available io Buyer, the Property shall be
maintained in the same condition as upon the Effective Data
6.1.5 Vim of Codk:Each Individual Seiler has warrants that each Individual
".yeller has no knowledge of any notice Of any violations Of city,mummy, state ,
building,zoning,fire,health codes or ordinances,or other governmental regulation sled or
issued against the Pape rty, Each Individual Seller farther warrants that it has no
knowledge of any aspea or condition of the Property which violates applicable laws rules,
regulations, codes, or mvemmts, conditions or restrictions, or of unproveinaft of
alterations made to the Property without a permit whore one was required, or of any
unNfilhed order or directive of any applicable governmental agency,Or of any casualty
insurimea company that any work. investigation, remediation, repair, maintenanot or
improvement is to be performed on the Property.
6.1.6 Mjah=Mgq of the Property, Except as provided in other provisions
hereof dealing with destruction,damage or loss,Seller shall maintain the Property until
the Close of Escrow in the same condition as upon the Effective Date.
6.1.7 Possessory Rirhfs:To the best knowledge of the Seller,no one will,at the
Close of Fscuuw,bave any right to possession of the Property superior to*9 right Ofd=
Buyer:
6.1.8 Actionx To the best of each Individual sellces ktowhedge,no actions suint,
orr proceedings ate pending or threatened before any governmental de
NOW
101712
commission, board, bureau, agency, court, or mstumeotality ebur would affect the
Property.
6.1.9 Notice of Cham Each Individual Seller shall promptly notify Buyer in
writing of any material change affecting the Property that becomes known to each
Individual Seller prior to the Close of Escrow.
'lite serial truth and accuracy of the foregoing representations, and warranties shall be a
condition of Buyer's obligations hereunder.At lost five(5)calendar days prig to the Close of
Escrow.Seller shall notify Buyer,in writing,of any facts or cucannstarim which are Crary to
the forgiving representations and warranties.
ARTICLE VII
BUYER'S REPRESENTATIONS AND WARRANTIES
7.1 Buyer's Representations and Warranties.Buyer hereby represents,warrants and
coverts to Seller as of the date of this AgreemetA and upon the Close of Escrow,as follows,all
ofwhdcdr shall survive the Close of Escrow:
7.1.1 Authority:.Buyer is a non-profit conservation entity 541(cX3)and has the
Balt power and authority to ewer into and cavy out the agreements gained in,and the
tractions contemplated by this Agreement.The persons signing this Agreement and
any documents and instruments to connection herewith on behalf of Buyer have full
power and authority to do so.
7.1.2 Bankrurncv:There are no attachments,assignments for the benefit of
creditors,receiverships,eonservatorships or voluntary or involuntary proceedings in
bankruptcy or any other debtor relief actions contemplated by Buyer or Sled by Buyer;
or to the best of Boyees knowledge,pending in any carrent judicial or administrative
proceeding against Buyer.
The material truth and accuracy of the foregoing relrese ations and warranties shall be a
condition of Sellers obligations hereunder.At least five(5)calendar days prior to the Close of
Escrow,Buyer shall notify Seller of any fiats or circumstances which art contrary to the fmgoimg
sentations and warranties.
ARTICLE VIII
DEFAULT AND TERMINATION
8.1 Default.A party shall be deemed in default hereunder if it fails to meet,comply
with,or perform any covenant,agreement,or obligation on its part required within the time limits
and in the manner required in this Agreement for any reason other than a default by the other party
hereunder or termination of this Agreement prior to Close of E=ov,
8-2 Opportunity to Cure.No ac,failure to act,evert or circumstance which might be
deemed to be a default by either party shall be deemed to be a default under any oftbe provisim of
this Agramuk unless and until,notice thereof is first given by the non-defaulting party to the party
allcpd too be in default and said party mils to cant the alleged default within fifteen(15)Calendar
days in the case of a noo-mo nttary default,or five(5)calendar days in the case of money
debult
8.3 Termination upon Default.Ana notice and an opportunity to cure,if the defaglutrg
party fails to cure the default„the non-defaulting party may termer this acquisition by givitrg
wAtlen notice to the defaulting party and the Escrow Holder Upon receipt ofthe notice to to nfivite,
the Escrow Holder shall immediately cancel the Escrow and return all money andlor to
the respective patty.
8.4 Buyer's Termination.If Buyer otercises its rights under this Agreement to wrarmaft
this acgttlsitimn,Buyer shall provide written notice to the Seller and Escrow Holder.Upton r=V of
said notiM Escrow Holder shall Immediately cancel the Escrow,and return all money and/cc
documents to the respective panty.
ARTICLE IX
MUTUAL AGREEMENTS
9.1 Soil Inspection.At any time prior to the Contingency Date,,Buyer shall have the
right to obtain a soil report concerning the Property.Said repot shall be obtained at Buyers
discretion Buyer shall mdaaonify and hold Seller hammiest flim any liability arising.
J t
S,Ws os«
M712
from Bwjefs soiils investigation and keep the property fi+oe from any liens,including mechanics diems,
add flour persons or agents authorized to perform such soils investigation on-behalf of Bayer shall
restore the Property to substantially its same condition as it eadsted immediately prior to any such tam
Buyer_
9.2 Other Agreements Affecting Property.Seth and 1Juyrr have entered into this
Agreement upon the belief that there are no other agreements,which will affect the Property beyond
the Close of Escrow.If Seller determines that such agreements or exceptions exist which are rat
revealed barein,Seller shall provide Buyer with a copy immediately upon SelWs learning of its
m dstt =Buyer may thereafter.prior to the Close of Es=w,either t mmak this acquisition or
modify the Purchase Price.After Close of Escrow,Seller shall be liable to Buyer for any damage or
expemae Including attorney's fees and costs incurred by Buyer by reason of such undisclosed
agreemoft Sella Shall further indemnify and defend Buyer as necessary so that Buyer may use the
Property for the contemplated public use
ARTICLE X
HAZARDOUS SUBSTANCES
14.1 Hazardous Substances Disclosure. The Property is subject to a disclosure as
desigrated under Section 25359.7 of the Haft and Safety Code,whereby Seller is required to
disclose if there are any hazardous substa oro as defined in Health and Safety Code Section
25316 at seq.,located on or beneath the property or a0went thereto.It is wood and agreed
betwexm Buyer and Seller that clung of this Escrow is subject to and coodngcut upon receipt and
approval of a written disclosure by Seller.Said review and approval will not be amreasanabiy
wiflilteld or delayed by Seller.
14.2 Hazardous Sum.Each Individual Seller represents and warrama that it does not
have kmowledge of the existence or prior existence of any hazardous substances on the Property.
In addition,Seller has no actual kuewlodge of the odstence or prior existence of any above or
below ground storage tank or tanks on the Property.
143 hazardous Substance Conditions Report. Buyer shall have the not to obtain a
Hazardous Substance Conditions reports)or other environmental studies concerning the Property
and relevant adjoining properties. Such report(s) will be obtained at BuyePs discretion and
exlrease.If Buyer elects to secure Web reports,.Buyer shall use reasonable diligence to obtain
such a report on a timely basis.If Seller has such a report,they shall provide Buyer with a copy
thereof If Seller has knowledge of any hazardous substance condition report that was prepared by
any other person or entity including any governmental agency,Seiler shall inform Buyer of the
existence of such a report and its location within fifteen(15)calendar days from the Effective
Data.Buyer shall restore the Property to substmatially its same condition as it existed Immedilrely
prior to any such tests performed by Buyer
1414 Hazardous Substances Defined, "Hazardous Substances" for purposes of this
Agreement shall mean and refer to any(a)hazardous or toxic wastes,materials or substances or
chemicals and other pollutants or contaminants which are or become regulated by applicable
local,stale,regional an&or federal orders,ordinances,statutes,rales,regulations(as mrarpretod
by judicial and administrative decisions)and laws,(b)asbestos,asbestos-containing or
urea fomhaldehyde, (c) polychlorinated biphenyt% (d) flammable, explosive, corrosive or
raboacbm materials, (e) medical waste and biochemical, (f) gasoline, diesel, petroleum or
petroleum by-products,(g)lead-based paint or(h)any substance set forth in Health and Safely
Code Section 2534,at seq,or whose nature WNor quality of existence,use,manoficture or
effeck rMder it subject to state or local reguladion,investigation,remediation or removal
as Potentially injurious to public health or welfare A"hazardous Substances Condition" for
Purposes of this Agreement is defined as the existence on,under or raievantly adjacent to the
Property or a Hazardous Substance that would or could require remadist un agilor removal under
applicable federal,state or local taw.
14.5 Hazardous Substances During Inspection Period. if condruous suggestrug the
Presence of Hazardous Substances aye discovered before the Contingency Date. Buyer may,
within twenty(24)days of the discovery of such conditions,perform ftmtther tests to deftrmrna
whetter such Hezarrious Substances constitute contamination.K after such tests au:complr.tc,
Buyer cast determine whether such Hazardous Substances constitute contamination, or if
remediation of hazardous Substances is required,tion,within tan(14)days of discovery of such,
Bayer shall provide Seller written notice of said poteodd contamination or necessary
and Seller shall perform all necessary remediation. in the event that Seller is
rant
obligaud to perform any remediation prior to the Contingency late,the Cony Dale sbail
be eked on a day-today basis during the penod of time that such remediation is being
pftfw ted,but in no case beyond December 31,2012,unless Buyer exercises its option to extend
the Close of Escrow date.
10.6 Hazardous Substances Discovered After Ccmtcy Dale. In the event that
the presences of Hazardous Substaaccs(other than those discovered pnor to
dtt Gmtingency Daft) Buyer may provide Seiler written notice of said comandnauou or
nary remediation and Seller shall perform all nay radiation,subject to the right of
Saw 10 terrol ate this agreement if it disapproves the cost of any sem►remediation.In the event
do Seta'is obligated to perform such remodi ation and Seiler does not elect to tcnm buff this
agreement tits Closing Date shall be extended on a day-today basis,during the period of time
dui such reatudMon is being performed,but in no case beyond December 31,2012,unless
Buyer c oarcises its right to extend the Close of Escrow date.
ARTICLE M
MISCELLANEOUS
11.1 Exhibits.Ail Exhibits attached hereto are a part of this Agreement for all Purposes
and are incorporated bcrein.
11.2 Assignment Seller shall not assign this Agreement nor any rights under this
Agreement without Bre prior written consent of the Buyer.Buyer shall have the right m assign this
Agreement and any rights hereunder at any time after the Contingency Date provided that Buyer
shah pay any and all costs and expanses arising out of Buyer's assignment and Seiler gall not
meter any additional expenses or be obligated to provide any additional environmental reports
affwft the Property.Brryea shall only assign this Agreement to a public agency or a
orgashestion for the overall long term purposes of conservation and recreation.
11.3 Binding Effect.This Age shall be binding upon and mime to the benefit of
Sells and Buyer;and their respective sueeesaors,iters,agents and permitted assigns-
11.4 Captions.The captions,headings,aril arrangements used in this Agreement are for
convenience only and do not in any way affect,limit,anglify,or modify the terms and provisions
heaoot
11.5 Number and Gender of Words.Whenever heWm the singular number is used,&a
sarin shall imdude the pture where appropriate:,aunt words of any tender stall include each other
gender where appropriate.
11.6 Governing Law and Venue. The laws of the State of California shell govern the
validity,construction,enforcement,and interpretation of this Agreement.All claims,disputes and
other ran#=in question arising out of or relating to this Agee t,or the breach thereof ftH be
decided by proceedings instituted and litigated m the state o omt itm the County of San Bemardino,
and the parties hereby waive an provisions of law providing for a change of venin in such
proceedings to any other county.
t 1.7 Amendments.This Agreement may be amended or solViemensed only by written
dommads geed by the PffdM
11.8 Notices.All notices,terminations,waivers and other communications hereunder shall
be in writing and shall be delivered personally,by facsimile or shall be sent by registered our
owed United Stases mail or a nationally recognized,overnight dourer service,postage prepaid.
and addressed as follows:
Bayer Seller a
i
The Redlands Con seservancy Ralph J.Thompson,Jr.,Trustee
PO Boat 853 P.O.Box 1085
CA 42373 Redlands,CA 92373
Ann:Spirit Leonard
Any notice m accordance herewith shalt be deemed received when delivery is received or
as the case may be.Notices aamay be given,by telephone facsimlle transmission,provided that an
original of sold transmWon shall be delivered to the addressee by a nationally rrcalgnlod
`�- 4
i MM
overnight delivery service on the business day following such transmission.Telephone facsimiles
shall be deemed delivered on the date of such transmission.
11.9 Entirety.This Agreement embodies the entire agreement between the patties and
supersedes all prior written or oral agreements and understandings, if any, between them
concerning the subject matter contained herein. There are fro representaetion$,
arrangueema,or understandings,oral or written, between the parties krct% relating to the
subject matter contained in this Agreement which are not fully expressed herein.
11.10 Severability.ff any of the provisions ofthis Agreement,or its application to any party
or circumastanioe,is held to be illegal,invalid,or unatiloreesble mxW present or future laws,such
Favision Mall be fully severable Ibis Ageament shall be construed and=ftcod as if such illegal,
iuvaK or unenforceable provision had never comprised a part of tris Agreement and the
remaining provisions ofthis Agreement shall remain in full force and effect and shall not be
affected by the illegal,invalid,or in criforceabk provision or by its severance fPom this
In lieu of such illegal,invslld,or wncnf nceable provision,there shall be added automatically as a
pmt ofthhs Agreement,a provision as similar in terms In such illegal,invalid,or imeniarceable
provision as may be possible to make such provision legal,valid,and cakmeable.
11.11 Further Acts.In addition to the arts and deeds recited herein and contemplate
and parftm.4 executed and/or delivered by Seller and Buyer. Seller and Buyer agree to
perform,execure andtor deliver or cause to be performed,executed and/or delivered at the
Close of Escrow or after the Close of Escrow any and all such farther acts, deeds, and
assunnim as may be necessary to consummate the transactions contemplated herein.
11.12 Constmetion.No provision of this Amt shall be construed in favor of or
apkK any particular party by reason of any prestumptim with respect to the drafting of this
Agreemeat: both Parties. having the opporttmuty to consult legal counsel, having MY
participated in the neon ofilds Agreemairt.
11.13 Time of the Essence.It is expressly agreed by the Parties herein that time is of
the essence with respect to each and every provision of this Agreement
11.14 Waiver of Covenants,Conditions or Remedies.The waiver by one party of
the performance of any covenant,condition or promise,or of the time for performing;any act
ender this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by
such party of any other covenant,condition or promise,or of the time for perfnrming any other act
required curler this.Agreement The exercise of any remedy provided in this Agreement shall not
be a waiver of any other remedy provided by law,and the provisions of this Agreement for any
remedy shall not exclude any otter remedies tmless they ate expressly excluded.
11.15 Survival of Warranties.All of the warranties,representations,covenants and
aVeements of the parties herem contained in this Agreement shall survive the Close of Escrow.
Buyer:
The Redlands Conservancy
A Califoruia non-profit podalic
benefit corporation
By.
SAM
LYve Oak Associates,LLC Ralph mud Carolyn?hampson Living Trust
A Calm Limited Liability Company dated Ju- a 3ih,1992 r, }
Ralph J.TMopson,Jr.,Tiu�tee
Ellsworth E.Wareham Faintly Revocable BYE
1981 Trust Carol J. tpsoa,T
By:
ream