HomeMy WebLinkAboutContracts & Agreements_17-2026PURCHASE AND SALE AGREEMENT WITH ASSIGNMENT OF RIGHTS
AND JOINT ESCROW INSTRUCTIONS
(611 W. REDLANDS BLVD., REDLANDS, CA)
This Purchase and Sale Agreement With Assignment of Rights and Joint Escrow
Instructions (this "Agreement") is made as of February 10, 2026 ("Effective Date"), between the
City of Redlands, a California municipal corporation (the "City"), Miller & Associates LLC, a
California limited liability company (the "Seller"), and Christopher Collinsworth, an individual
(the "Buyer"). The City, Seller, and Buyer may be collectively referred to as the "Parties" or
individually as a "Party".
RECITALS
A. WHEREAS, Seller and the City entered into a Settlement and Release Agreement
dated October 14, 2025 to resolve claims that the Seller made regarding a City -owned stonnwater
channel commonly known as the Mill Creek Zanja. The Mill Creek Zanja underlies the Property
which is the subject of this Purchase and Sale Agreement and Seller has alleged, and has provided
the City with evidence of, settlement on and under the Property. The City has an option to purchase
that certain Property, as defined herein, pursuant to the Settlement and Release Agreement with
the Seller.
B. WHEREAS, the City desires to assign its right to purchase the Property to Buyer,
and Buyer desires to assume the right to purchase the Property, in accordance with the Assignment
and Assumption Agreement entered into as part of this Agreement, pursuant to which the City will
fund a portion of the Purchase Price, as further defined.
C. WHEREAS, the Seller desires to sell, and the Buyer desires to purchase, the
Property, on the terms and conditions of this Agreement.
ARTICLE 1. AGREEMENT OF SALE.
Subject to and on the terms and conditions of this Agreement, Seller shall sell to Buyer and
Buyer shall purchase from Seller all of the following (collectively, the "Property"):
1.1 Land. The real property located at 611 West Redlands Boulevard, Redlands,
California 92373, San Bernardino County, as more particularly described in Exhibit A, together
with (a) all privileges, rights, easements and appurtenances belonging to the real property,
including without limitation all minerals, oil, gas and other hydrocarbon substances on and under
the real property, (b) all development rights, air rights, water, water rights and water stock relating
to the real property, and (c) all right, title and interest of Seller in and to any streets, alleys,
passages, other easements and other rights -of -way or appurtenances included in, adjacent to or
used in connection with such real property, before or after the vacation thereof (collectively, the
"Land");
1.2 Improvements. Any and all structures, systems, facilities, fixtures, fences and
parking areas located on the Land and any and all machinery, equipment, apparatus used in
connection with the operation or occupancy of the Land (such as heating and air conditioning
systems and facilities used to provide utility services, refrigeration, ventilation, garbage disposal
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or other amenities on the Land) and other improvements located upon the Land (collectively, the
"Improvements"). The interest in the Improvements is further set forth in Exhibit A.
The Land and the Improvements are sometimes collectively referred to in this
Agreement as the "Property."
1.3 Personal Property. All personal property listed in the Schedule of Personal
Property, and agreed to by the Buyer and Seller, and which shall be completed prior expiration of
the Feasibility Period as part of the Feasibility Investigation (the "Personal Property").
1.4 Assumed Contracts. All of the contracts for services on or relating to the Property
that Buyer has expressly agreed to assume in writing upon the Closing pursuant to a written notice
by Buyer delivered to Seller prior to the expiration of the Feasibility Period (together, the
"Assumed Contracts"). In the event Buyer fails to deliver to Seller Buyer's written election to
assume one or more contracts pursuant to this Section 1.4, such failure shall be deemed to
constitute Buyer's election not to assume any such contracts and upon such failure, Seller shall
terminate all contracts Buyer has not elected to assume effective no later than the Closing Date.
1.5 Permits and Entitlements. All of Seller's right, title and interest in, to and under
the following in Seller's possession or control: (i) all permits, licenses, certificates of occupancy,
approvals, authorizations and orders obtained from any governmental authority and relating to the
Land or the business of awning, maintaining and/or managing the Land; (ii) all preliminary,
proposed and final drawings, renderings, blueprints, plans and specifications (including "as -built"
plans and specifications), and tenant improvement plans and specifications for the Improvements
(including "as -built" tenant improvement plans and specifications); (iii) all maps and surveys for
any portion of the Land; (iv) all items constituting the Seller's Deliveries, and all changes,
additions, substitutions and replacements for any of the foregoing, free and clear of any and all
liens and claims (together, the "Permits and Entitlements").
1.6 Other Assets. To the extent owned by Seller, (a) all warranties upon the
Improvements to the full extent such warranties are assignable, (b) copies of all plans,
specifications, engineering drawings and prints relating to the construction of the Improvements,
Except as expressly stated herein, this paragraph does not convey any rights or interests in the
business of Seller, any intellectual property rights of Seller, or similar non -tangible interests.
1.7 Together, the Land, the Improvements, the Personal Property, , the Assumed
Contracts, the Permits and Entitlements, and all other assets and interests set forth herein are
referred to as the "Property."
ARTICLE 2. PURCHASE PRICE.
2.1 Amount. The purchase price (the "Purchase Price") for the Property shall be
Three Million Four Hundred Thousand Dollars ($3,400,000.00).
2.2 DeposidParebase Price, Within 10 business days after the Effective Date, Buyer
shall deposit Fifty Thousand Dollars ($50,000.00) into Advantage Escrow (as further defined
below) into an account for the benefit of the Buyer (the "Deposit"). The deposit shall be
refundable to the Buyer unless Buyer waives all contingencies by the expiration of the Feasibility
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Period. The Deposit shall be disbursed to Seller if the Buyer approves the Due Diligence
Investigation prior to expiration of the Feasibility Period, and shall be applied to the Purchase Price
at Closing. The failure of Buyer to make the Deposit within the time frame specified in this Section
shall be material breach of this Agreement and Seller may terminate the Agreement. Buyer shall
pay the balance of the Purchase Price to Seller through escrow at the Closing described in Section
9.1. On or before the Closing Date (as defined below), Buyer shall deposit into Escrow the
Purchase Price, subject to adjustment by reason of any applicable proration and the allocation of
closing costs described below. For purposes of this Agreement, Buyer's deposit of the Purchase
Price includes the City's deposit of the Purchase Money Funds, in accordance with the Assignment
and Assumption Agreement. The Deposit and Purchase Price shall be made by wire transfer of
federal funds, cashier's check or in another immediately available form. Notwithstanding anything
herein to the contrary, One Hundred Dollars ($100.00) of the Deposit (the "Independent
Consideration") shall not be refundable to Buyer, but shall represent consideration for this
Agreement and shall be paid to Seller. The Independent Consideration shall be paid to Seller
within three (3) days of the Effective Date. The Independent Consideration shall serve as
consideration for the granting of the time periods herein contained for Buyer to exercise Buyer's
right to satisfy and approve all of Buyer's conditions herein contained. If the Deposit is refunded
to Buyer for any reason pursuant to this Agreement, the Independent Consideration shall be
subtracted from the Deposit pursuant to this Section.
ARTICLE 3. FEASIBILITY.
3.1 Feasibility'Period Tnspec ion aril Access.
3.1.1 Feasibility Period. The "Feasibility Period" means the period beginning
with the Effective Date and ending fourteen (14) days later. The Feasibility Period may be
extended only by written consent of the Parties.
3.1.2 Access to Information and the PMptiyv. Buyer acknowledges that Seller
resolved a claim for underground settlement that Seller alleges caused damage to the Property.
Seller has had limited contact with. Buyer during the negotiation process and Seller has no
information regarding what the City has told Buyer about the Property. Notwithstanding, the Buyer
waives its rights to conduct an investigation of the Property during the Feasibility Period.
EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, BUYER AGREES AND
ACKNOWLEDGES THAT IT WAIVES THE RIGHT TO CONDUCT THE FOLLOWING: a
physical inspection of the Land and all Improvements thereon, including, but not limited to, soil,
subsurface conditions, hydrologic conditions, volatile organic compounds, geological and other
tests, engineering evaluations of the extant and future settlement on the Property, and, mechanical,
electrical, HVAC and other systems in the Improvements; review of all governmental matters
affecting the Property, including zoning, environmental and building permit and occupancy
matters; review and verification of all other information previously provided by Seller relating to
the operation of the Property; and review of the condition of title to the Property, including the
building, structural system and roof inspection; and review of such other matters pertaining to an
investment in the Property as Buyer deems advisable, including any covenants, conditions and
restrictions recorded against the Property or other similar limitation on ownership of the Property.
In addition to the Preliminary Documents delivered to Buyer pursuant to Section 3.2, Buyer and
its representatives shall have the right of access during reasonable business hours to all files, books
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and records, to the extent possessed or maintained by Seller or its agents, (including, without
limitation, all of the Additional Documents to be made available to Buyer at the Property pursuant
to Section 3.3), wherever located, relating to the purchase of the Property, including the right to
copy the same. Seller agrees that the rights granted to Buyer herein and the results of its Feasibility
Investigation shall not relieve Seller of any obligations Seller may have under any other provisions
of this Agreement, or under other documents entered into concurrently herewith, or implied by
law, nor shall they constitute a waiver by Buyer of the right to enforce any of the same. Seller
shall cooperate with Buyer in its investigation activities and provide access to the Property, its
records, or provide information so long as it is within Seller's control.
3.2 Deliver of Preliminary Documents. Within three (3) business days after the
Effective Date, Seller shall deliver to Buyer, at Seller's expense, all of the documents described in
the remaining subsections of this Section 3.2 (collectively, the "Preliminary Documents") in
Seller's possession or control.
3.2.1 Title Report and Survey. A preliminary title report or commitment for title
insurance (the "Preliminary Title Report"), dated no earlier than ten (10) days before the
Effective Date, covering the Property and issued by a title insurance company or companies
acceptable to Buyer (the "Title Company"), together with a legible copy of each document, map
and survey referred to in the Preliminary Title Report.
3.2.2 Leases. Any and all leases affecting the Property (the "Existing Leases")
and a rent roll reflecting the currents, security deposits, and any other matters reasonably requested
by Buyer;
3.2.3 Natural Hazards Disclosure Report. A natural hazards disclosure report.
3.2.4 Tax Bills. Copies of all real property tax bills for the Property in Seller's
possession, custody, or control, if any; and,
3.2.5 Licenses Etc. Copies of any licenses, permits or certificates required by
governmental authorities in connection with construction or occupancy of the Improvements that
are in possession of the Seller, including, without limitation, building permits, certificates of
completion, certificates of occupancy and environmental permits and licenses.
3.3 Additional Documents and Information. From the Effective Date through the
Closing Date, Seller shall make available to Buyer at the Property in accordance with Section 3.1,
the documents and information described in this Section 3.3 (collectively, the "Additional
Documents"):
3.3.1 Agregijetits. Copies of written, and written descriptions of oral, easements,
covenants, restrictions, agreements, contracts and other documents, whether existing or, to the
knowledge of Seller, proposed as of the Effective Date, including without limitation any
agreements relating to the insurance, service, operation, repair, supply, advertising, promotion,
sale, leasing or management of the Property, which (a) affect the Property, (b) are not disclosed
by the Preliminary Title Report, and (c) have not been delivered to Buyer pursuant to Section 3.2.
If no such documents exist, Seller shall furnish its certification to that effect;
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3.3.2 Warranties/Roof Inspeotinns/HI AC Inspections. Copies of any and all
guarantees or warranties and other rights given to Seller in connection with the construction,
maintenance, repair or remodeling of the Improvements, periodic inspections, or the purchase of
any of the Personal Property. If no such documents exist, Seller shall furnish its certification to
that effect;
3.3.3 Insurance Policies. Copies of certificates evidencing the insurance carried
by Seller of the Property;
3.3.4 Other Documents. All data, correspondence, documents, agreements,
waivers, notices, applications and other records with respect to the Property relating to transactions
with taxing authorities, governmental agencies, utilities, vendors and others with whom Buyer may
be dealing from and after the Closing Date; and
3.3.5 Requested Information. Such other documents and information concerning
the Property as Buyer may reasonably request.
3.4 ,ApWroval/Disagpprroval of Feasibility byestigations. Buyer shall approve or
disapprove the results of Buyer's Feasibility Investigation, in the exercise of Buyer's sole
discretion, by written notice delivered to Seller no later than the expiration of the Feasibility
Period. Buyer's disapproval shall terminate this Agreement unless, at the time Buyer gives notice
of its disapproval, Buyer also notifies Seller of Buyer's desire to enter into negotiations with Seller
for the purpose of reaching an accommodation concerning the disapproval. If Buyer so notifies
Seller and they do not a written agreement satisfactory to both of them regarding the disapproval
within 10 days after the date of the disapproval notice, Buyer, at its option, may either (a) elect to
terminate this Agreement by so notifying Seller, or (b) elect to proceed with the transactions
contemplated by this Agreement notwithstanding its earlier disapproval. If Buyer fails to deliver
to Seller notice of its approval or disapproval of the results of its Feasibility Investigation, then
Buyer shall be deemed to have disapproved such results. If Buyer elects to terminate the
Agreement, Buyer shall return to Seller all of the Preliminary Documents and Additional
Documents previously delivered by Seller to Buyer within 5 business.days of such termination.
3.5 Title Review,
3.5.1 Monetary Liens. At its expense, Seller shall remove all liens on the Property
at or prior to the Closing (collectively, "Monetary Liens"): (i) all delinquent taxes, bonds and
assessments and interest and penalties thereon (it being agreed that Seller shall not be required to
remove any non -delinquent taxes and assessments imposed by any governmental agency that are
paid with the property taxes for the Property); and (ii) all other monetary liens, including without
limitation all those shown on the Preliminary Title Report (including judgment and mechanics'
liens, whether or not liquidated, and mortgages and deeds of trust, with Seller being fully
responsible for any fees or penalties incurred in connection therewith).
3.5.2 Approval/Disapproval of Title Review. Buyer shall approve or disapprove
of the Preliminary Title Report, the Survey and any exceptions to title shown thereon (other than
the Monetary Liens) in the exercise of Buyer's sole discretion, within five (5) days prior to the
expiration of the Feasibility Period, including the extension provided for in Section 3.1.1, if any,
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or thirty (30) days of delivery of the Preliminary Title Report, whichever is later. If Buyer
disapproves, Buyer may either (a) terminate this Agreement by giving Seller written notice of
termination or (b) give Seller a written notice ("Disapproval Notice") identifying the disapproved
title matters ("Disapproved Title Matters"). With respect to any Disapproved Title Matters, other
than the Monetary Liens, Seller shall notify Buyer in writing within five (5) days after Seller's
receipt of the Disapproval Notice whether Seller will cause the Disapproved Title Matters to be
removed or cured at or prior to Closing. If Seller elects not to remove or cure all Disapproved
Title Matters, Buyer may, at its option: (i) subject to satisfaction of the other conditions to Closing,
close the purchase of the Property and take title subject to the Disapproved Title Matters which
Seller elects not to remove or cure; or (ii) terminate this Agreement in accordance with Section
9.6.1.
3.5.3 33uyer's Options. If any Disapproved Title Matters (including the Monetary
Liens) have not been removed at least five (5) days prior to Closing or provision for their removal
at the Closing has not been made to Buyer's satisfaction, Buyer may, at its option: (i) close the
purchase of the Property and take title subject to the Disapproved Title Matters which have not
been removed; (ii) close the purchase of the Property and cure or remove the Disapproved Title
Matters which have not been removed. Buyer may credit the costs of such cure or removal against
the Purchase Price by reducing the amount of cash payable by Buyer at the Closing, but only to
the extent such costs are expended to remove (A) Monetary Liens referred to in Section 3.5.1 or
(B) Disapproved Title Matters which Seller agreed to remove; or (iii) terminate this Agreement in
accordance with Section 9.6.1.
3.5.4 Failure to Disapprove. If Buyer fails to notify Seller of its approval or
disapproval of the Preliminary Title Report, the Survey or the exceptions shown thereon by the
end of the Feasibility Period, then Buyer shall be deemed to have disapproved the same.
ARTICLE 4. CONDITIONS PRECEDENT,
4.1 Dayer's Conditions. Buyer's obligations under this Agreement are expressly
subject to the timely fulfillment of the conditions set forth in this Section 4.1 on or before the
Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole
or in part by Buyer by written notice to Seller.
4.1.1 Feasibility. Buyer having approved of the results of its Feasibility
Investigation pursuant to Section 3.4;
4.1.2 Title Review. Buyer having approved of the results of its review of title
pursuant to Section 3.5.
4.1.3 Title Policv. The Title Company delivering to Buyer, for Buyer's expense:
(a) an ALTA Standard Owner's policy of title insurance, or at Buyer's election, an ALTA Owner's
Policy for ALTA Extended coverage ("Title Policy") for the Property, or (b) the Title Company's
irrevocable commitment to issue such policy of title insurance, (including such coinsurance,
reinsurance and endorsements as Buyer shall require), with liability equal to the Purchase Price
showing fee title to the Property vested in Buyer and subject only to: (i) the matters and exceptions
which were approved by Buyer pursuant to Section 3.5; and (ii) the standard printed exceptions in
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the form of title policy called for (collectively, "Conditions of Title"). Buyer shall be solely
responsible for the costs of endorsements on the Title Policy.
4.1.4 Performance of Covenants. Seller performing and complying in all material
respects with all of the terms of this Agreement to be performed and complied with by Seller prior
to or at the Closing.
4.1.5 Representations and Warranties. The representations and warranties of
Seller set forth in Article 5 being true and accurate on the Closing Date, as if made on such date.
4.1.6 Non-Forei#+n Certificatigg. Seller having executed and delivered to Buyer
on or prior to the Closing Date a certification (the "Non -Foreign Certification"), substantially in
the form of Exhibit C.
4.1.7 California Certification. Seller having furnished the residency certification
required pursuant to Sections 88805 and 26131 of the California Revenue and Taxation Code
("Form 593") or having authorized Escrow Holder in writing to withhold from the Purchase Price
the amounts required to be withheld by such Sections.
4.1.8 Removal of Personal Property. All articles of personal property including
the furniture, shall be removed by the Seller from the Premises, at Seller's sole cost and expense,
on or before the Closing Date. Seller shall repair any damage caused by such removal.
4.1.9 Assignment of Leases Tenant�. An assignment of all Existing
Leases to Buyer, and estoppels from each of the tenants for the Existing Leases, in a form subject
to Buyer's review and approval. Each tenant estoppel shall contain representations that the Existing
Leases are currently in effect, the term, the rent or other charges paid, and any dispute with the
Seller or relating to the Property or condition thereof.
4.1.10 AssigoiLient and Assumption AMement between Buyer and City. Buyer
and City shall have executed a final Assignment and Assumption Agreement, in a form
substantially similar hereto as Exhibit F, and City shall have confirmed in writing that it is prepared
to provide the Purchase Money Funds in accordance with the Assignment and Assumption
Agreement,
4.2 Seller's Conditions. Seller's obligations under this Agreement are expressly
subject to the timely fulfillment of the conditions set forth in this Section 4.2 on or before the
Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole
or part by Seller by written notice to Buyer.
4.2.1 Covenants. Buyer performing and complying in all material respects with
all of the terms of this Agreement to be performed and complied with by Buyer prior to or at the
Closing.
4.2.2 Rpprescntations and Warranties. The representations of Buyer set forth in
Article 6 being true and accurate on the Closing Date, as if made on such date.
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ARTICLE 5. SELLER'S REPRESENTATIONS AND WARRANTIES.
Seller hereby makes the following representations and warranties to Buyer with the
understanding that each such representation and warranty is material and is being relied upon by
Buyer:
5.1 Defects. . Seller makes no representations as to defects on the Property. This
Purchase and Sale Agreement is an "as is" sale. Seller has alleged that the Mill Creek Zanja is
causing damage to the Property, the scope of which is likely to increase. The City disputed Seller's
claims in whole or in part. The Property will have all of the defects attendant with a stormwater
channel that underlies the Property, The Seller makes no representation as to the level of
maintenance and repair that will be conducted on the Mill Creek Zanja. The site is a former
manufactured gas plant site subject to a closure report by Southern California Edison, and may
have also been operated as a battery facility. Other than the aforementioned disclosures, Seller
shall make no other disclosures.
5.2 �Zomn liu sancc. To the best of Seller's knowledge, the Property, and the operation
thereof, are in compliance with all applicable laws, ordinances, rules, regulations, judgments,
orders, covenants, conditions, restrictions, whether federal, state, local, foreign or private and
Seller has not received any notice of any violation of the same. Seller has not received any request
either formal or informal, oral or written, that Seller modify or terminate any use of the Property.
The zoning of the Property permits the current Improvements and use of the Property, and, there
is no pending or to Seller's knowledge, contemplated rezoning. The Property complies with all
applicable subdivision laws and all local ordinances enacted thereunder and no subdivision or
parcel map not already obtained is required to transfer the Property to Buyer.
5.3 Documents. All of the Preliminary Documents and the Additional Documents
which have been delivered or made available to Buyer pursuant to Article 3, and all other
documents delivered to Buyer by or on behalf of Seller (a) are true, correct and complete copies
of what they purport to be, (b) represent truly the factual matters stated therein, (c) are in full force
and effect, (d) have not been modified, except as set forth therein and (e) do not omit any
information required to make the submission thereof accurate and complete in all material respects.
5.4 Taxes and Condemnation. To the best of Seller's knowledge, there are no presently
pending or contemplated special taxes or assessments which will affect the Property. There are no
presently pending or, to Seller's knowledge, contemplated proceedings to condemn or demolish
the Property or any part of it.
5.5 Utilities. All water, sewer, gas, electric, telephone and drainage facilities, and all
other utilities required by law or by the normal operation of the Property, are (a) installed to the
property lines of the Property, (b) connected to the Property, (c) adequate to service the Property
in its present use and to permit full compliance with all requirements of law and normal usage by
the occupants of the Property and (d) in good working order and repair. All such utilities and
storm and sanitary sewers required for the operation of the Property enter the Land through
adjoining public streets or through adjoining private land in accordance with valid public or private
easements that will inure to the benefit of Buyer.
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5.6 License . Seller has all required licenses, permits (including, without limitation,
all building permits and occupancy permits), easements and rights -of -way which are required in
order to continue the present use of the Property. Seller has no knowledge of any law or regulation
of any governmental authority having jurisdiction which might require the Property to be improved
beyond its present state or which might restrict the use and enjoyment of the Property in the manner
it is presently being used and enjoyed.
5.7 Leases. The Existing Leases are the only leases affecting the Property. Except for
Seller, no person or entity has a right to occupancy, tenancy, or a license to use or enter the
Property.
5.8 Lti ati r . There are no actions, suits, proceedings, judgments, orders, decrees or
governmental investigations pending or threatened against the Property or Seller which could
affect the Property or the purchase, use or enjoyment thereof by Buyer, with the exception of the
pending case, Miller & Associates v. City of Redlands.
5.9 Agreements With Governmental Authorities. To Seller's knowledge, there are no
agreements with governmental authorities, agencies, utilities or quasi -governmental entities which
affect the Property except those agreements which are identified in the Preliminary Title Report
and those matters which are disclosed by the Survey.
5.10 Title to the Property: Seller has good and marketable title to the Property, subject
to the Conditions of Title. There are no outstanding rights of first refusal or first look, options to
purchase, rights of reverter, or claim of right relating to the transfer or sale of the Property or any
interest therein. To Seller's knowledge, there are no unrecorded or undisclosed documents or other
matters which affect title to the Property. No person holding a security interest in the Property or
any part thereof has the right to consent or deny consent to the sale of the Property as contemplated
herein, and Seller has the right to pay off such person and to remove all such liens as of the Closing
Date. Seller has enjoyed the continuous and uninterrupted quiet possession, use and operation of
the Property.
5.11 Seller's Authority. Seller has the requisite power and authority to own and operate
the Property and conduct its business where the same is now owned or operated. The execution,
delivery and performance of this Agreement by Seller have been duly and validly authorized by
all necessary action and proceedings, and no further action or authorization is necessary on the
part of Seller (or its trustees, executors, board of directors, or shareholders) in order to consummate
the transactions contemplated herein. This Agreement and the other documents executed by Seller
in connection herewith are legal, valid and binding obligations of Seller, enforceable in accordance
with their respective terms. Neither the execution and delivery of this Agreement by Seller, nor
performance of any of its obligations hereunder, nor consummation of the transactions
contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the
terms and conditions of the organizational documents pursuant to which Seller was organized, or
any indenture, mortgage, deed of trust, agreement, undertaking, instrument or document to which
Seller or any affiliate thereof is a party or is bound, or any order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction over Seller.
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5.12 Zonins. Seller has received no written notice from any governmental agency that
the Property is not in compliance with zoning requirements and laws.
5.13 Fnteign Persotd. Seller is not a "foreign person" within the meaning of Section
1445(f) of the Internal Revenue Code.
5.14 Misstatements and Omissions. To the best- of Seller's knowledge, neither the
representations and warranties made by Seller in this Article 5 nor elsewhere in this Agreement
contain any untrue statement or any omission of a material fact. Seller has no documents in its
possession, nor has any lmowledge, that omits material facts related to the property or which would
contradict or negate any of its representations contained in this Agreement. Buyer acknowledges
that the City has engaged in negotiations with Buyer to which Seller was not a party. Seller does
not and cannot confirm any representations, if any, made by the City to the Buyer in the course of
separate negotiations.
5.15 AeSuracy of Recitals. The Parties agree the recitals to this Agreement are hue and
correct in all material respects.
5.16 Disclaimer of'Warranties: "AS IS" Pttrehase. Buyer acknowledges that it will have
had an opportunity to conduct its Feasibility Investigation of the Property and will acquire the
Property in its current condition based thereon. Buyer further acknowledges and confirms it
voluntarily waived its right to conduct building inspections, environmental assessments, and other
investigation or inspections, and that Buyer assumes all of the risks of such waiver. Buyer
acknowledges and agrees that the Property is to be conveyed by Seller to Buyer "as is, with all
faults, known and unknown" and substantially in its current condition. Buyer further
acknowledges and agrees that, except for the representations and warranties by Seller set forth in
this Section 5, the sale of the Property to Buyer is made without any warranty or representation of
any kind by Seller, either express or implied or arising by operation of law, and Seller shall have
no liability with respect to the nature, value, uses, habitability, merchantability, suitability,
condition, design, operation, rents, financial condition or prospects, fitness for purpose or use, or
the manner, construction, condition or state of repair or lack of repair of the improvements of the
Property (or any part thereof), or any other aspect, portion or component of the Property
whatsoever, it being specifically understood and agreed that Buyer shall have full opportunity,
during the Feasibility Investigation, to determine for itself the condition of the Property. It is
expressly understood that Seller is not providing any further disclosures in connection with this
Agreement.
BUYER'S INITIALS: C(rL
ARTICLE 6. BUYER'S REPRESENTATIONS AND WARRANTIES,
Buyer makes the following representation and warranties to Seller with the
understanding that each such representation and warranty is material and is being relied upon by
Seller:
6.1 Bu er' Authoixt . The execution, delivery and performance of this Agreement by
Buyer have been duly and validly authorized by all necessary action and proceedings, and subject
to Buyer's rights to complete the Feasibility Investigation and any condition set forth in Section
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4.1 of this Agreement, no further action or authorization is necessary on the part of Buyer in order
to consummate the transactions contemplated herein.
6.2 No Conflict. Neither the execution nor delivery of this Agreement by Buyer, nor
performance of any of its obligations hereunder, nor consummation of the transactions
contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the
terms and conditions of the organizational documents pursuant to which Buyer was organized, or
any agreement to which Buyer is a party or is bound, or any order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction over Buyer.
6.3 Accuraey of Recitals. Buyer agrees the recitals to this Agreement are true and
correct in all material respects.
6.4 Waiver of Insnecnons and :Duce Diligence. Except as provided for herein, Buyer
expressly waives the right to conduct any further inspections or due diligence regarding the
Property. Buyer acknowledges and agrees that, by and through this waiver, Buyer releases and
waives any claims it may have against Seller or City, in accordance with the release and waiver
set forth in Article 9, below. Buyer further acknowledges receipt of certain documents and
information from the City in regard to the Property, including but not limited to information that
the Property may at one point have been used as or in connection with a former manufactured gas
plant or battery facility, and that Buyer has had the opportunity conduct due diligence,
investigations, or other inquiry into the condition of the Property or any matters affecting the
Property and that Buyer shall defend, indemnify, and hold harmless the Seller and the City in
connection with Buyer's purchase of the Property, as further provided in Article 9. Seller shall
make no further disclosures under this Agreement.
ARTICLE 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND
INDEMNIFICATION.
7.1 Surviya] of Warranties. Buyer and Seller agree that each representation and
warranty, covenant by the respective Parties contained herein or made in writing pursuant to this
Agreement are intended to and shall be deemed made as of the date of this Agreement or such
writing and again at the Closing, shall be deemed to be material, and unless expressly provided to
the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing.
7.2 Notice of Changed Circumstances. If Buyer or Seller becomes aware of any fact
or circumstances which would render false or misleading a representation or warranty made by
such Party, then Buyer or Seller shall immediately give notice of such fact or circumstance to the
other Party, but such notice shall not relieve any Party of any liabilities or obligations with respect
to any representation or warranty.
ARTICLE 8. SELLER'S PRE -CLOSING COVENANTS.
Seller shall comply with the covenants contained in this Article 8 from the Effective
Date through the Closing Date unless Buyer consents otherwise in writing. Buyer may grant or
withhold any such consent requested by Seller in Buyer's sole discretion.
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17942.00174\44552131.6
8.1 Contracts and Documents. Seller shall not, without Buyer's approval, not to be
unreasonably withheld or delayed, (a) amend or waive any right under any Service Contract,
Preliminary Document or Additional Document, or (b) enter into any material agreement of any
type affecting the Property that would survive the Closing Date.
8.2 Insurance. Seller shall maintain or cause to be maintained in full force and effect
its present insurance policies for the Property.
83 Compliance with Obligations. Seller shall fully and timely comply with all
obligations to be performed by it under the service contracts currently serving the Property, the
Leases, the other Preliminary Documents, the Conditions of Title and all permits, licenses,
approvals and laws, regulations and orders applicable to the Property.
8.4 No Transfers. Seller shall not sell, encumber or otherwise transfer any interest in
all or any portion of the Property, or agree to do so.
8.5 Termination of Contracts. Except for the Assumed Contracts, Seller at its sole cost
and expense shall transfer to Buyer or terminate all of the service contacts currently serving the
Property at or before the Closing Date.
8.6 Maintenance. At its sole cost and expense, Seller shall operate and maintain the
Property such that on the Closing Date the Property shall be in at least as good a condition and
repair as on the Effective Date, reasonable wear and tear excepted. Without limiting the generality
of the foregoing, Seller shall, at a minimum, spend such amounts for repair and maintenance as
are consistent with its prior practice. Seller shall promptly advise Buyer of any significant repair
or improvement required to keep the Property in such condition. Seller shall not make any material
alterations to the Property, without Buyer's prior consent.
8.7 Best Efforts. Seller shall use its best efforts to cause the conditions set forth in
Section 4.1 to be satisfied by the Closing Date, and Seller shall not take or permit any action that
would result in any of the representations and warranties set forth in Article 5 becoming false or
incorrect.
ARTICLE 9. CLOSING.
9.1 Time. Provided all conditions set forth in Article 4 have been either satisfied or
waived, the Parties shall close this transaction (the "Closing"), on the date which is no greater than
30 days after the expiration of the Feasibility Period (the "Closing Date"), as such date may be
extended by the provisions of Article 10; provided, however, if the Feasibility Period is extended
pursuant to Section 3.1.1 and Buyer approves the Feasibility Investigations or otherwise elects to
proceed, then the Closing shall occur within ten (10) days from the end of the extended Feasibility
Period.
9.2 Escrow. This Article 9, together with such additional instructions shall be
transmitted to [Advantage Escrow] ("Escrow Holder"), and shall constitute the escrow instructions
to Escrow Holder. If there is any inconsistency between this Agreement and the Escrow Holder's
additional escrow instructions, this Agreement shall control unless the intent to amend this
Agreement is clearly stated in said additional instructions. Buyer and Seller shall cause Escrow
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17942A0174\44552131.6
Holder to execute and deliver a counterpart of this Agreement to each of them. The title company
shall be Fidelity Title Company.
9.3 Seller's Deposit of Documents and Funds Into Escrow. Seller shall deposit into
escrow on or before Closing the following documents:
9.3.1 A duly executed and acknowledged grant deed, in the form acceptable to
Buyer, conveying the Property to Buyer ("Grant Deed") in the form attached as Exhibit D;
9.3.2 A duly executed assignment, in the form of Exhibit D, assigning to Buyer
all of Seller's interest in all warranties of which Seller is the beneficiary with respect to the
Property and in all Personal Property, Intangible Assets, Permits and Entitlements, and other assets
of the Property, (the "General Assignment");
9.3.3 Buyer shall pay the costs of Closing, including, but not limited to, all of the
transfer taxes, the CLTA premium for the Title Policy, the recording fees (if any), and the escrow
fees, plus or minus prorations as provided in Section 9.8; provided that, subject to Section 9.6,
Buyer and Seller shall bear their own attorneys' fees and costs in connection with the negotiation
and preparation of this Agreement and the transactions completed by this Agreement;
9.3.4 Seller's Non -foreign Certification in the form attached as Exhibit C;
9.3.5 All records and files relating to the current management or operation of the
Property, including, without limitation, keys and security codes, property tax bills, insurance, and
property taxes;
9.3.6 Such additional documents, including written escrow instructions
consistent with this Agreement, as may be necessary or desirable for conveyance of the Property
in accordance with this Agreement;
9.3.7 A valid trust certificate, if required; and,
9.3.8 Form 593 as required by Escrow.
9.4 Deliveries Outside of Escrow. Notwithstanding Section 9.3, Seller and Buyer may
elect to deliver the documents described in Section 9.3 outside of escrow (other than documents
which are to be recorded) by giving Escrow Holder a joint written notice of such election,
specifying the documents which will be so delivered outside of escrow. Upon receipt of such
notice, Escrow Holder shall have no further obligation concerning such specified documents.
9.5 Buyer's Deposit of Documents and Funds. Buyer shall deposit into escrow:
9.5.1 The Purchase Price, including the Initial Deposit, in accordance with the
provisions of Article 2, plus or minus prorations as provided in Section 9.8, by electronic transfer
of federal funds to Escrow Holder, on or before the Closing Date; and Buyers Closing costs in
accordance with Section 9.3.3. A portion of the Purchase Price will be paid by the City pursuant
to the Assignment and Assumption Agreement.
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17942.00174k44552131.6
9.5.2 Such additional documents, including written escrow instructions
consistent with this Agreement, as may be necessary or desirable for conveyance of the Property
in accordance with this Agreement.
9.6 Default, Termination and Remedies.
9.6.1 ,Bayer's Termination. This Agreement shall automatically terminate
without further notice or action by Buyer upon the occurrence of any of the following events,
provided that Buyer is not then in material breach of this Agreement: (a) any condition to Closing
contained in Section 4.1 has not been satisfied or waived by Buyer by the Closing Date; or (b)
Buyer having exercised its right to terminate this Agreement pursuant to Section 3.4 (disapproval
of Feasibility Investigation), Section 3.5 (disapproval of title) or Article 10 (damage or
condemnation). In such event, the Parties shall have no further obligation to each other except for
those obligations that specifically survive the termination of this Agreement. If this Agreement
terminates as a result of Seller's material breach of this Agreement, Buyer shall have all remedies
it may have hereunder or at law as a result of such occurrence, including the remedy of specific
performance.
9.6.2 Seller's Termination. Provided that Seller is not then in material breach of
this Agreement, this Agreement shall automatically terminate without further notice or action by
Seller if any condition to Closing contained in Section 4.2 has not been satisfied or waived by
Seller by the Closing Date.
9.6.3 Release from Escrow. Upon termination of this Agreement pursuant to
Section 9.6.1 or 9.6.2, Escrow Holder shall promptly return to Buyer and Seller, respectively, all
documents and monies deposited by them into escrow without prejudice to their rights and
remedies hereunder. Notwithstanding the foregoing, upon termination of this Agreement or if
Closing does not occur within ten (10) business days from the deposit of the Purchase Money
Funds, Escrow Holder shall return to the City any Purchase Money Funds deposited by the City in
accordance with the Assignment and Assumption Agreement, without any deduction for Closing
costs or other charges or fees from escrow.
9.6.4 Remedies.
(a) Buyer's Remedies. If Seller breaches this Agreement, Buyer shall
be entitled to pursue all remedies permitted herein and by law, including the remedy of specific
performance. No termination of the escrow by Buyer following a breach by Seller shall be deemed
to waive such breach or any remedy otherwise available to Buyer.
(b) Seller's RemedieslLiguidated Damages, IF BEFORE THE CLOSE
OF ESCROW, BUYER FAILS TO COMPLY WITH OR PERFORM BUYER'S OBLIGATIONS
UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN
PARAGRAPH 9.6) DOES NOT CURE SUCH FAILURE WITHIN TEN BUSINESS DAYS
AFTER SELLER'S WRITTEN NOTICE OF SUCH FAILURE, THEN SELLER MAY
THEREAFTER: (I) TERMINATE THIS AGREEMENT; (II) RECEIVE AND RETAIN THE
INITIAL DEPOSIT AS LIQUIDATED DAMAGES IF SUCH DEFAULT OCCURS AFTER
BUYER'S APPROVAL PERIOD; AND (III) EXERCISE THE OTHER RIGHTS AND
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17942.00174N4552131.6
REMEDIES RESERVED BY SELLER AS PROVIDED IN THIS PARAGRAPH. IN THE
EVENT SELLER TERMINATES THIS AGREEMENT BY REASON OF BUYER'S
DEFAULT, BUYER, SELLER AND CITY SHALL BE RELIEVED OF ANY FURTHER
OBLIGATION TO EACH OTHER WITH RESPECT TO THIS AGREEMENT, EXCEPT THAT
EACH PARTY SHALL RESERVE ITS RIGHTS UNDER THE SETTLEMENT AND
RELEASE AGREEMENT AND THE PROPERTY EXCEPT FOR ANY OBLIGATIONS
WHICH EXPRESSLY SURVIVE. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY
BUYER AND SELLER: THAT SELLER WILL INCUR DAMAGES AS A RESULT OF ANY
FAILURE BY BUYER TO COMPLY WITH OR PERFORM BUYER'S OBLIGATIONS
UNDER THIS AGREEMENT; THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL
TO CALCULATE AND ASCERTAIN AS OF THE EFFECTIVE DATE OF THIS
AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IN SUCH
EVENT BY SELLER; AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF THE
EXTENT TO WHICH SELLER MAY BE DAMAGED BY BUYER'S DEFAULT IN LIGHT
OF THE 1CULT THE PARTIES WOULD HAVE IN DETERMINING SELLER'S
AL DAMAGES A RESULT OF SUCH DEFAULT BY BUYER.
CT-C
SELLER' BUYER'S INITIALS
(c) Waiver of Specific Performance. SELLER HEREBY WAIVES
THE RIGHT TO MAINTAIN AN ACTION FOR SPECIFIC PERFORMANCE OF BUYER'S
OBLIGATION TO PURCHASE THE PROPERTY, OR CITY'S DEPOSIT OF PURCHASE
MONEY FUNDS, AND SELLER AGREES THAT SELLER CAN BE ADEQUATELY
COMPENSATED IN MONEY DAMAGES PAID AS LIQUIDATED DAMAGES AS
PROVIDED FOR HEREIN IF BUYER FAILS TO PURCHASE THE PROPERTY IN BREACH
OF THIS AGREEMENT. SELLER ACKNOWLEDGES THAT THE PROVISIONS OF THIS
PARAGRAPH ARE A MATERIAL PART OF THE CONSIDERATION BEING GIVEN TO
BUYER FOR ENTERING INTO THIS AGREEMENT AND THAT BUYER WOULD BE
UNWILLIN ENTER INTO THIS AGREEMENT IN THE ABSENCE OF THE
PPARAGRAPH.
LLER'S ITIALS BUYER'S INITIALS
9.7 Closing. When Escrow Holder has received all documents and funds identified in
Sections 9.3 and 9.5, and notification from Buyer and Seller that all conditions to Closing to be
satisfied outside of escrow have been satisfied or waived and Title Company is irrevocably
committed to issue the Title Policy, then, and only then, Escrow Holder shall:
9.7.1 Record the Grant Deed;
9.7.2 Cause the Title Company to issue the Title Policy to Buyer;
9.7.3 To the extent not otherwise delivered to Buyer outside of escrow, deliver to
Buyer: (a) a conformed copy (showing all recording information thereon) of the Grant Deed; (b)
fully executed original counterparts of the General Assignment; and (c) the Seller's Certificate,
and the Non -foreign Certification;
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17942.00174\44552131.6
9.7.4 Deliver the Purchase Price (as adjusted pursuant to Section 9.8) to Seller;
Escrow Holder shall prepare and sign closing statements showing all receipts and
disbursements and deliver copies to Buyer and Seller and, if applicable, shall file with the Internal
Revenue Service (with copies to Buyer and Seller) the reporting statement required under Section
6045(e) of the Internal Revenue Code.
9.8 Prorations. Subject to the other provisions of this Section 9.8, all receipts and
disbursements of the Property will be prorated as of 11:59 p.m. on the day immediately preceding
the Closing Date. Not less than five (5) business days prior to the Closing, Seller shall submit to
Buyer for its approval a tentative prorations schedule showing the categories and amounts of all
prorations proposed, including all rents and operating expenses. Security deposits shall be credited
to Buyer from Seller proceeds. Seller and Buyer shall agree on a final prorations schedule prior
to the Closing and shall deliver the same to Escrow Holder. If, following the Closing, Buyer or
Seller discover an error in the prorations statement, it shall notify the other Party and the affected
Party shall promptly make any adjustment required. Buyer and Seiler agree that any trailing bills
that pertain to the Property operations before the Closing Date, which are not available as of
Closing, may be presented to Buyer for proration and reimbursement up to forty five (45) days
after Closing. Failure to provide any bills by such date shall be a waiver by Seller of such
reimbursement and Buyer shall have no further obligation for any such bills and Property expenses.
This section 9.8 shall survive closing.
SELLER'S BUYER'S INITIALS:
9.8.1 Capital Expenditures and Accounts Pa able. All capital and other
improvements (including labor and material) which have been performed or contracted for, by or
on behalf of Seller prior to the Closing Date, and all sums due for accounts payable which have
been incurred with respect to the Property prior to the Closing Date shall be paid by Seiler. Seller
shall defend, indemnify, and hold harmless the other Parties for any claims, actions, damages,
liabilities, or other losses arise for amounts owed by Seller under this Section 9.8.1. Buyer shall
furnish to Seller for payment any bills for such period received after the Closing Date, and Buyer
shall have no further obligation with respect thereto.
9.8.2 Property Taxes. All real and personal property ad valorem taxes and special
assessments, if any, whether payable in installments or not, including without limitation, all
supplemental taxes attributable to the period prior to the Closing Date for the calendar year in
which the Closing occurs, shall be paid current to the Closing Date, based on the latest available
tax rate and assessed valuation, so that Seller shall pay all property taxes current through Closing.
Buyer shall be responsible for all such payments following Closing.
9.8.3 UtilityCharues. All utility charges shall be prorated as of the Closing Date
and Seller shall obtain a final billing therefor. All utility security deposits, if any, shall be retained
by Seller.
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17942,00174144552131.6
9.9 Possession. Seller shall deliver exclusive right of possession of the Property to
Buyer on the Closing Date, subject only to the Conditions of Title and the Existing Leases.
ARTICLE 10. DAMAGE, DESTRUCTION AND CONDEMNATION.
This Agreement shall be governed by the Uniform Vendor and Purchaser Risk Act
as set forth in Section 1662 of the California Civil Code as supplemented and modified by this
Article 10. Seller shall promptly notify Buyer in writing of any other material damage to the
Property, separate and apart from the settlement and damage Seller alleges is caused by the Mill
Creek Zanja, and of any taking or threatened taking of all or any portion of the Property. Within
a reasonable period of time after receipt of such notice, Buyer shall determine whether a material
part of the Property has been damaged or whether such taking or threatened taking has affected or
will affect a material part of the Property. As used herein, (a) the destruction of a "material part"
of the Property shall be deemed to mean an insured or uninsured casualty to the Property having
an estimated cost of repair which in the reasonable judgment of Buyer equals or exceeds
$100,000.00 and (b) a taking by eminent domain of a portion of the Property shall be deemed to
affect a "material part" of the Property if in the reasonable judgment of Buyer the estimated value
of the portion of the Property taken exceeds $100,000.00. Upon malting its determination, Buyer
shall notify Seller in writing of the results of such determination. Buyer may elect, by written
notice delivered to Seller within 30 days after giving Seller notice of such determination, to
terminate this Agreement in accordance with Section 9.6.1 if a material part of the Property has
been damaged or if such taking has affected or will affect a material part of the Property. If Buyer
does not so terminate, (i) in the case of damage to a material part of the Property, Seller shall assign
to Buyer at the Closing its right to recover under any insurance policies covering such damage and
shall pay Buyer at the Closing the amount of the deductible, if any, and (ii) in the case of a
threatened or actual taking of a material part of the Property, Seller shall assign to Buyer at the
Closing Seller's entire right, title and interest in the proceeds thereof. If between the Effective
Date and the Closing Date the Property suffers damage which is not material, Seller shall repair
such damage at its expense prior to the Closing, and the Closing Date shall be extended for a
reasonable period of time not to exceed 30 days to allow for completion of such repairs. The
Closing Date shall be extended as necessary to permit Buyer to exercise its rights under this Article
10.
ARTICLE 11. CITY'S LIMITATION OF LIABILITY; WAIVER, RELEASE AND
INDEMNITY
11.1 LIMITATION OF LIABILITY FOR CITY. Buyer and Seller each agree and
acknowledge that their remedies and recourse for any claims that relate to or arise from this
Agreement shall be limited to the terms and conditions set forth herein, and that the City's sole
obligations are to deposit the Purchase Money Funds with Escrow Holder in accordance with the
terms and conditions of this Agreement and the Assignment and Assumption Agreement and to
indemnify and defend the Seller against any and all fixture claims by the Buyer, its successors and
assigns, related to the damages Seller alleges continue to the Property and caused by the Mill Creek
Zanj a.
11.2 RELEASE AND WAIVER. Buyer hereby agrees and represents that it does not
presently have any claims, allegations, or demands, and represents that it will make no claims,
17
17942.00174W4552131.6
allegations, or demands, against the City, except for claims or demands for violation of City's
obligation to provide the Purchase Money Funds under the Assignment and Assumption
Agreement. Buyer specifically disclaims, waives, and relinquishes any claims, allegations, or
demands against the City relating to the transfer of the Property, including but not limited to: the
condition of the Property, any other condition that may affect the Property, the Property's use or
fitness for any particular matter, or any claim that relates to or arises from the City's status as a
public entity. In connection with the release made herein, Buyer acknowledges it may hereafter
discover facts different from or in addition to the facts which it may know or believe to be true
with respect to the Property or the Agreement, but that they intend to hereby fully and forever
settle all disputes with the City regarding the Property, and that provisions of this Section 11.2
survive the Closing. In furtherance of such intention, the release given herein shall be and remain
in effect as a full and complete release, notwithstanding discovery of any such different or
additional facts. Therefore, Buyer acknowledges they have been informed of and are familiar with
the provisions of Civil Code section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.
BUYER'S INITIALS:
11.3 INDEMNITY.
11.3.1 Buyer agrees to defend (with counsel reasonably acceptable to the City),
indemnify, and hold harmless the City (inclusive of its individual officers, employees, contractors,
representatives, and agents) for any and all claims, actions, damages, liabilities, or other losses
arising from or relating to the Property or this Agreement, except to the extent required by law for
the City's negligence or willful misconduct.
11.3.2 City agrees to defend (with counsel selected by the City and approved by
the Seller in the exercise of reasonable discretion), indemnify and hold harmless the Seller
(inclusive of its individual officers, employees, contractors, representatives, and agents) for any
and all claims, actions, damages, liabilities, or other losses arising from or relating to the sale of
the Property, the condition of the Property at the time of Closing, or this Agreement, except to the
extent required by law for the Seller's negligence or willful misconduct.
ARTICLE 12. GENERAL.
12.1 Notices. All notices, demands, approvals, and other communications provided for
in this Agreement shall be in writing and shall be effective (a) when personally delivered to the
recipient at the recipient's address set forth below; (b) five (5) business days after deposit in a
sealed envelope in the United States mail, postage prepaid, by registered or certified mail, return
receipt requested, addressed to the recipient as set forth below; or (e) one business day after deposit
with a recognized overnight courier or delivery service, addressed to the recipient as set forth
18
17942.00174144552131.6
below, whichever is earlier. If the date on which any notice to be given hereunder falls on a
Saturday, Sunday or legal holiday, then such date shall automatically be extended to the next
business day immediately following such Saturday, Sunday or legal holiday. Email notices may
be used for convenience only, unless otherwise agreed by the Parties in writing, and shall be
deemed delivered one (1) business day after delivery if sent after 5:00 p.m., or received the same
day if sent on a business day between 8 am and 5 pm, and a duplicate shall be sent via USPS on
the same day as the email.
The addresses for notice are:
SELLER: Miller & Associates LLC
Attn: Joe Miller
908 Melbury Court
Redlands, CA, 92373
With a copy to: Saiki Law Group
Attn: Stacey R. Aldstadt
21515 Hawthorne Blvd., Suite 200
Torrance, CA 90503
BUYER: Christopher Collinsworth
P.O. Box 768
Highland CA 92346
With a copy to: Intentionally Omitted
CITY: City of Redlands
Attn: City Manager
35 Cajon Street
Redlands, California 92373
With a copy to: City of Redlands
Attn: City Attorney
35 Cajon Street
Redlands, California 92373
Either Party may change its address by written notice to the other given in the manner set forth
above.
12.2 Entire Agreement, This Agreement and the Schedules and Exhibits hereto contain
the entire agreement and understanding between the Parties concerning the subject matter of this
Agreement and supersede all prior agreements, including any previous letter of intent or terms,
understandings, conditions, representations and warranties, whether written or oral, made by Buyer
or Seller concerning the Property or the other matters which are the subject of this Agreement.
19
17942.00174%44552131.6
12.3 Amendments and Waivers. No addition to or modification of this Agreement shall
be effective unless set forth in writing and signed by the Party against whom the addition or
modification is sought to be enforced. The Party benefited by any condition or obligation may
waive the same, but such waiver shall not be enforceable by another Party unless made in writing
and signed by the waiving Party.
12.4 Irtyalidi1y of Provision. If any provision of this Agreement as applied to either
Party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or
unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible
by law) any other provision of this Agreement, the application of any such provision under
circumstances different from those adjudicated by the court, or the validity or enforceability of this
Agreement as a whole.
12.5 References. Unless otherwise indicated, (a) all Article, Section, Schedule and
Exhibit references are to the articles, sections, schedules and exhibits of this Agreement, and (b)
all references to days are to calendar days. All the Schedules and Exhibits attached hereto are
incorporated herein by this reference. Whenever under the terms of this Agreement the time for
performance of a covenant or condition falls upon a Saturday, Sunday or California state holiday,
such time for performance shall be extended to the next business day. The headings used in this
Agreement are provided for convenience only and this Agreement shall be interpreted without
reference to any headings. The masculine, feminine or neuter gender and the singular or plural
number shall be deemed to include the others whenever the context so indicates or requires.
12.6 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California applicable to contracts made and to be performed in
California.
12.7 Confidentiality ,and PubhgLy. The City is a public entity and as such, this
Agreement, upon its presentation for approval by the City Council at a duly called and agendized
public meeting, shall be subject to the Public Records Act and the Freedom of Information Act.
No press release or other public disclosure may be made by Buyer or Seller or any of its agents
regarding the sale of the Property, as provided hereunder, without the prior consent of the City.
12.8 Time. Time is of the essence in the performance of the Parties' respective
obligations under this Agreement.
12.9 Inte1pretation. This Agreement has been negotiated at arm's length and between
persons (or their representatives) sophisticated and knowledgeable in the matters dealt with in this
Agreement. Accordingly, any rule of law (including California Civil Code § 1654 and any
successor statute) or legal decision that would require interpretation of any ambiguities against the
party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the purpose of the parties and this Agreement.
12.10 Attorneys' Fees. In the event of any legal or equitable proceeding to enforce any
of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or
misrepresentations in connection with any provision of this Agreement, each Party shall bear its
own attorneys' fees and costs.
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17942,00174\44552131.6
12.11 Assignment. This Agreement shall inure to the benefit of and be binding upon the
Parties hereto and their respective successors and assigns. No Party shall assign any rights or
benefits under this Agreement without the written consent of the other Parties. This paragraph
does not apply to or govem the Assignment and Assumption Agreement as between Buyer and the
City.
12.12 Further Assurances, Seller, at any time before or after Closing, shall, at its own
expense, execute, acknowledge and deliver any further deeds, assignments, conveyances and other
assurances, documents and instruments of transfer reasonably requested by Buyer and shall take
any other action consistent with the terms of this Agreement that may reasonably be requested by
Buyer for the purpose of transferring and confirming to Buyer, or reducing to Buyer's possession,
any or all of the Property or otherwise carrying out the terms of this Agreement.
12.13 No Third -Party Beneficiaries Nothing in this Agreement, express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement on any person other
than the Parties to it and their respective permitted successors and assigns, nor is anything in this
Agreement intended to relieve or discharge any obligation of any third person to any Party hereto
or give any third person any right of subrogation or action over against any Party to this Agreement.
12.14 Remedies Cumulative. The remedies set forth in'this Agreement are cumulative
and not exclusive to any other legal or equitable remedy available to a Party.
12.15 Commissions, Indemnity, Disclosure. Each Party represents to the other Party that
there is no broker representing such Party in the current transaction, except to the extent that Seller
is a licensed real estate broker, and that the representing Party has incurred no liability to any
broker not identified herein for any brokerage commission or finder's fee arising from or relating
to the transactions contemplated by this Agreement. Each Party hereby indemnifies and agrees to
protect, defend and hold harmless the other Party from and against all liability, cost, damage or
expense (including without limitation attorneys' fees and costs incurred in connection therewith)
on account of any brokerage commission or finder's fee which the indemnifying Party has agreed
to pay or which is claimed to be due as a result of the actions of the indemnifying Party. This
Section 12.15 is intended to be solely for the benefit of the Parties hereto and is not intended to
benefit, nor may it be relied upon by, any person or entity not a Party to this Agreement.
12.16 Cauttterpatts(T"acsimilg/PDF Signatures This Agreement may be executed in
counterparts and when so executed by the Parties, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument that shall be binding upon the
Parties, notwithstanding that the Parties may not be signatories to the same counterpart or
counterparts. The Parties may integrate their respective counterparts by attaching the signature
pages of each separate counterpart to a single counterpart. Signatures transmitted by email in
portable document format and signatures electronically signed in accordance with the Uniform
Electronic Transaction Act (UETA) or the substantive equivalent of the UETA, as adopted in the
State of California, and with the United States ESIGN Act shall have the same effect as the delivery
of original signatures and shall be binding upon and enforceable against the Parties hereto as if
such transmittal were an original executed counterpart. The Parties intend to be bound by
signatures provided electronically in accordance with this paragraph, are aware that. each other
21
17942.00174\44552131.6
Party will rely on the electronic signatures, and hereby waive any defenses to the enforcement of
the terms of this Agreement based on the form of signature.
12.17 Venue. In the event that suit is brought by either Party to this Agreement, the
Parties agree that venue must be exclusively vested in the state courts of the County of San
Bernardino, or if federal jurisdiction is appropriate, exclusively in the United States District Court
within the district embracing the County of San Bernardino.
]SIGNATURES ONFOLLOWINGPAGES]
22
17942. o017a\aass2131.6
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
BUYER:
Christopher Collinswort , an individual
Date: Zl M /-Lv z4
CITY:
City of Redlands, a Cal' omia municipal
corporatioig
V V - ✓
By_AAM10 AVIC O
Its: _ M NI O P,
Date: Z — ( 7 -2
ATTEST:
S4:5��� 0��-
anne Donaldson, City CIerk
SELLER:
Miller &
iabil- 4v—e
ny
, a California limited
Its: Pros, AgLl� _
Date: �� [10
Z
23
17942.00174144552131.6
Acceptance by Escrow Holder
Escrow Holder acknowledges receipt of the foregoing Agreement and accepts the
instructions contained therein.
Dated; , 202 TO BE ADDED
0
Name:
Title:
24
17942.00174\44552131.6
LIST OF EXHIBITS
EXHIBIT A: Property Description
EXHIBIT B: Form of Schedule of Personal Property
EXHIBIT C: Transferor's Certification of Non -Foreign Status
EXHIBIT D: General Assignment
EXHIBIT E: Grant Deed
EXHIBIT F: Assignment and Assumption Agreement
25
17942.00174W4552131.6
EXHIBIT A
LEGAL DESCItIPT ON
THE LAND REFERR.EO TO HEREIN BELOW IS SITUATED IN THE CITY OF REDLANDS, COUNTY OF SAN
BMARDINO, STATE OF CA.LIFORKIA, ANO IS DESCRIBED AS FOLLOWS:
PARCEL NO. I
ALL THAT PORTION OF'BLOC'h 30. SARTON RANCH, AS PER PLAT RECORDED IN 84XK $ OF MAPS, PAGE
19, RECORDS OF SAID COUNTY, AND THAT PORTIL'3N OF LOT 27, BLOCK 77, RANCHO SAN .BERNARDWO,
AS PER PLAT RECORDED IN BOOK 7 OF IJAPS. PAGE 2. RECORDS OF SAID COUNTY, IN THE CLTN OF
REDLANDS, DESCWHED AS FOLLOWS,
COMMENCINO AT A POINT 755.}5 FEET WEST AND 50 FEET SOUTH OF THE. NORTHEAST CORNER OF THE
SOUTH I7` OF THE SOUTH M OF SAID LOT 27; THENCE SOUTH, 94 FEET; THENCE WEST, 74,3 FRCT;'HENCE
SOUT7t IN A DIRECT LINE, 122 FEET, MORE OR LESS, TO THE MULL CREEK XANJA; THENCE
NORTTI WESTERLY ALONG SAl D 7.ANJA TO A POINT 12 FELT WEST OF THE EAST LINE OF SAID BLOCK
A. BARTON RANCIL SAID POINT B.EI.IJG THE SOLITIIEAST CORNER OF TIIE PROPERTY DEEDED TO TIIE
CITY OF REDLANDS BY DEED RECORDED IN BMW I I . PAGE 2-11, OFFICIAL RECORDS; THENCE NORTH
AND PARALLEL WT1t THE SAID EAST LINE OF BLOCK 30 TO TIIE SOUTH LINE OF WEST CENTRAL
AVENUE OIL HIGHWAY 94, AS NOW ESTABLISHED. THENCE EASTERLY, ALONG SAID SOUTH LJNE OF
1II01WAY 0. TO THE POIN-T-Of BEGINNING:
PARCEL NO.2:
THE Wf&T U FEET OF THE CAST 134.$S FEFF OP T11E FOLLOII,'ING DESCRIBED PROPERTY:
BEO NN1NG AT A POIN'F 42L- in FEET WEST AND 30 FEET SOUTH OF THE NORTHEAST CORNER OF THE
SOUTH -t OF THE SOUTH h OF LOT V, BLOCK 77. RANCHO SAN HEWNARDINO, IN THE CITY OF
R£DLANOS, AS PER PLAIT RECORDED IN BOOM 7 OF MAPS, PAGE e, RECORDS OF SALD COUN'"TY; TFIENCE
WEST, 13445 FEET; THENCE SOUTH, 104 FEET; THENCE WEST, 711-0 PFXT; THENCE SOUTH IN A DIRECT
LINE. IN PUT, MME OR LESS, TO MILL CREEK TAN.JA; THENCE EASTERL-Y ALONG SAID ZAMA TO A
POfi"F OF ITS (NTERSECTIQN WITH MILL STREET; THENCE ALONG TIIE WEST LINE OF SAID MILL STREET.
NORTH 2n FEET, MORE OR LES'S,. TO TIIE POINT OF BEGINNING, THIS BEING A PORTION OF THE
PROPERTY CONVEYEO IDY CITRUS DOLT GAS COMPANY TO SOUTI.T.1LN CALIFORNIA GAS COMPANY, BY
DEED RECORDED IN BOOK n5, PAGE 310OF DEEDS.
EXCEPTING PIlEREFROM THAT PORTION T11EREOF LYING WITHIN A PARCEL OF LAND DESCRIBED AS
FOLLOWS,
D,EGINN rM At A POINT ON TIM NORTH LINE OF WI' STATE SMUT, AS SAID STATE STRUT EXISTED
ON' 3ULY 21. I931, SOVnI T3. 25' EAST, 445,30 FEET PROM THE NORTHEASTCORNER OF TEXAS STREET
AND WEST STATE ME";'THENCE NORTII D" 4' WEST, 15.66 FEET; THENCE 15 FEET FROM AND PARALLEL.
IVITH THE SAID NORTH LINE OF SAID STATE STREET„ SOUTH 73° 25' EAST, lab FEET. THENCE ON A CURVE.
IWTTH A RAIN US OF 1427 35 FEET FOR A DISTANCE OF 275.9D FEET TO A POINT ON TF1.E EAST LINE OF LOT
T
11, BLOCK'" B". PELJLAR, "A'" AND KENDALL'S SUBMVISMN, AS PER PLAT RECORDED IN BOOK I OF
MAPS, PAGE 22 RECORDS. OF SAID COUNTY; THENCE ALONG SAID EAST LINE AND SAID LIVE PRODUCED
SOUTH. 15.1 I FEET TO THE &AIDNORTII LI NE OF SAID WEST STATE STREET; THENCE ALONG SAID NORTH
LAME OF SAID WEST STATE STREET NORTHWESTERLY TO THE POINT OF BEGINNING, AS CONVEYED TO
THE CITY OF REOLANDS, BY DEED FROM SLTU'FFLERN CALIFOILNIA GAS COMPANY, DATED JULY 21, 1931
AND RWOkDEDAUGUST 13, 1931 IN BOOK UL, PAGE 265. OFFICIAL RECORDS,
ALSO EXCEPTING THE NORPMKY 2D FEET TAKW' FOR THE WIDENING OF CENTRAL AVENUE, AS
DESCRIBER IN THAT CERTAIN P1NAL JUDGMENT OF ODNDEMNF,TIBN, DATED AVOUST 17, 1931, A
CERTIFIED COPY OF WHICH WAS RECORDED AUGUST 31, 1939 IN BOOK 1293, PAGE 419, OFFICIAL
RECORDS.
Exhibit A
17942.00174\44552131.6
EXHIBIT A
I,CGAL DESCRIPTION
(CONTINUED)
PARCEL NO, 3:
THAT PORTION OF LOT 27, BLOCK 77, RANCHO SAN BERNARDI NO, IN THE CITY OF REOI.ANDS, AS PER
PLAT RECOROW Ili BOOK 7 OF MAPS, PACE 3. RECOR➢S OF SAID COUNTY. 9OLN01,D BY THE
FOLLO'WR4617ESCRIBED LINE:
COMAtlMNG AT A POINT W THE NORTHERLY LINE OF THE SOUTH % OF THE SOUTU K OF LOT 27,
BLOCK'" OF SAID RANCHO SAN OUNARDINO.OISTANT THEREON SOUTH 89. 39' WEST, 6W.5 FEET" MOM
THE NORTHEAST CORNEROF THE SOM A OF THE SOUTH % OF SAID LOT 27; THENCE SOM 0' 45' EAST,
30 FEET; THSNa SG1:7T3I 89. 59' WEST, I MM FEET; THENCE SOM 0' 05' BAST, 104 FEET TO THE TRUE
POINT OF BEGINNING; THENCE CONTINUING SOUTH 0' 05' EASY, 13334 FEET TO A POINT IN THE
14ORTHERLY LINE OF STATE STREET, 80 FEET IN WIDTH: THENCE NORTH 73' 25' WEST ALONG THE
NORTHLRLY'LINE OF SLATE STREET, 81.81 FEET; THOXE NORTH C' 09' WEST, 104,T8 FEET: THENCE
NORTI I W 5 tl ` EAST, 783 FEET TO THE TRUE POINT OF BWINNWG.
AFN: 8171�$31#y4171.611.09.0-p84
17942.00174144552131,E
EXHIBIT B
FORM OF SCHEDULE OF PERSONAL PROPERTY
[TO BE COMPLETED DURING FEASIBILITY PERIOD]
Seller, Miller & Associates LLC, a California limited liability company, and Buyer,
Christopher Collinsworth, an individual, hereby agree that the following Personal Property, as
defined in the Purchase Sale Agreement (the "Agreement") for 611 W. Redlands Blvd, Redlands,
California, includes the items listed below.
UNIT/ADDRESS DESCRIPTION
If no propert i sferred in the above, each party agrees by initialing here:
Buyer: C7 G
In addition to the foregoing, the Personal Property transferred includes any and all
claims, rights, or interests that Seiler may have in the personal property belonging to any tenants
under Existing Leases-, provided, however, unless otherwise specified herein or in the
Agreement, this is not a representation or warranty that Seller possesses any claims, rights, or
interests.
Christopher Collinsworth, an individual
Date: 2117 LR
IF APPLICABLE:
TENANT:
SELLER:
Miller & A5 - tes-(� a California limited
liab. ' company
By:�� 1J114S�12-�
Its: I� _
Date:
Exhibit B
17942.00174\44552131.6
1:0 'il lfllTi
FORM OF TRANSFEROR'S CERTIFICATION OF NON -FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides
that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign
persona To inform the [BUYER] (the "Transferee"), that withholding of tax under Section 1445
of the Code will not be required upon the transfer of a U.S. real property interest to the Transferee
by (the "Transferor"), the undersigned hereby certifies the following on
behalf of the Transferor:
1. The Transferor is not a foreign corporation, foreign partnership, foreign trust or
foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated
thereunder);
The Transferor's U.S. employer identification number is ; and
The Transferor's office address is
The Transferor understands that this Certificate may be disclosed to the Internal Revenue
Service by the Transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalty of perjury I declare that I have examined this Certification and, to the best
of my knowledge and belief, it is true, correct and complete, and I further declare that I have
authority to sign this document on behalf of the Transferor.
DATED:
[EXHIBIT DO NOT SIGN]
SELLER
Exhibit C
17942.00174144552131.6
EXHIBIT D
FORM OF GENERAL ASSIGNMENT
This Assignment (the "Assignment') is made as of , by Miller &
Associates LLC, a California limited liability company (collectively "Assignor").
FOR VALUABLE CONSIDERATION, as set forth in that certain Purchase Sale
Agreement with Assignment of Rights and Joint Escrow Instructions dated
202_ (the "Agreement'), Assignor hereby assigns and transfers to Christopher Collinsworth, an
individual ("Assignee"), all permits, licenses, consents, registrations and other similar approvals
applicable to the Property, all as -built plans and specifications for: (1) the Land; and (2) any and
all improvements used in connection with the operation or occupancy of the Land or located upon
the Real Property (the "Improvements") (collectively, the "Plans"); and all warranties of which
Assignor is the beneficiary (the "Warranties") with respect to the Improvements or Personal
Property.
This Assignment shall not supersede the Agreement and, in the event of conflict between
this Assignment and the Agreement, the Agreement shall control.
This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee
and their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first
above written.
ASSIGNOR:
(EXHIBIT DO NpT SIGN]
SELLER
Exhibit D
17942,00174\44552131.6
EXHIBIT E
FORM OF GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
[ADD BUYER INFO]
SPACE ABOVE THIS LINE FOR RECORDER'S USE
APN:
Grant Deed
DOCUMENTARY TRANSFER TAR
❑ Computed on fall value of property conveyed, or
❑ Computed on full value less liens & encumbrances remaining thereon at time of sale.
Signature of declarant or agent determining tax, firm name
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, MILLER
& ASSOCIATES LLC, a California limited liability company ("Grantor"), hereby GRANTS
to CHRISTOPHER COLLINSWORTH, an individual, ("Grantee'), the real property situated in
the County of San Bernardino, State of California, described as follows:
See Exhibit A attached hereto and incorporated by reference herein.
[Grantor signatures to Grant Deed on next page.]
Exhibit E
17942.00174\44552131.6
EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION
[TO BE ADDED]
Exhibit F
17942.00174%44552131.6
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On , 20 , before me, Notary
Public, personally appeared who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(SEAL)
Exhibit F
17942.00174W4552131.6
EXHIBIT F
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Assignment") is made and entered
into as of 202, by and between City of Redlands, a California municipal
corporation ("Assignor") and Christopher Collinsworth, an individual ("Assignee"), with
reference to the following:
A. Assignor is a party a Settlement and Release Agreement, dated on or about October
14, 2025, which provides Assignor with an option to purchase real estate (the "Option Right") that
is located at and commonly known as 611-721 West Redlands Boulevard, Redlands, California
92373, San Bernardino County, California (the "Property").
B. Assignee desires to purchase the Property.
C. Assignor desires by this Assignment to assign the Option Right to Assignee.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
conditions contained herein, and other valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:
1. The O lioy Rig*bl. To exercise the Option Right, Assignee must purchase the
Property in accordance with a Purchase Sale Agreement with Assignment of Rights and Escrow
Instructions (the "Purchase Sale Agreement"), executed on or about the same date of this
Assignment. The Purchase Sale Agreement provides for a purchase price of Three Million Four
Hundred Thousand Dollars and Zero Cents ($3,400,000.00) (the "Purchase Price"), among other
terms and conditions for the sale of the Property to Assignee. The Purchase Price shall be paid as
follows:
a. Assignor will contribute One Million Eight Hundred Thousand Dollars
($1,800,000.00) towards the Purchase Price due under the Purchase Sale
Agreement, plus escrow costs not to exceed Twenty Thousand Dollars
($20,000.00) (collectively, (the "Purchase Money Funds"), subject to
Assignor's approval of a closing statement from escrow. Assignor's agreement
to pay for escrow costs as provided for herein is limited to the cost of a standard
CLTA policy of title insurance, and Assignee shall pay the costs of any
extended coverage or endorsements.
b. Assignee will contribute One Million Six Hundred Thousand Dollars
($1,600,000.00) ("Assignee's Contribution") towards the Purchase Price, plus
all escrow costs and fees required by the Buyer, as provided for under the
Purchase Sale Agreement.
2. Disbursement of Assignor's Purchase Money Funds. The Purchase Money Funds
shall be deposited by Assignor to escrow, and disbursed for purchase of the Property, subject to
Exhibit F
17942.00174W4552131.6
the satisfaction of the following conditions.
a. The Buyer and Seller shall have each provided written confirmation to the
Assignor and Escrow Officer, in accordance with the Purchase Sale Agreement,
that Buyer and Seller elect to proceed to Closing for a transfer of the Property
from Seller to Buyer;
b. Seller and Buyer shall not be in default of the Purchase Sale Agreement;
c. Assignor shall have not less than five (5) business days from the date of written
confirmation set forth in sub -paragraph (a) to deposit the Purchase Money
Funds into Escrow; and,
d. The Purchase Money Funds shall only be disbursed upon Closing and, if the
Closing does not occur within ten (10) business days from the deposit into
Escrow, the Purchase Money Funds shall be returned to the Assignor in their
entirety, without offset or deduction.
3. Assignment of Interests. Assignor hereby assigns and transfers to Assignee the
Option Right.
4. Assumption of Obligations. Assignee hereby accepts the Option Right, and
Assignee hereby assumes all duties and obligations of Buyer under the Purchase Sale Agreement.
5. Limitation of Remedies: Waiver Release.
a. Assignee agrees and acknowledges that the sole and exclusive remedy for a
breach of the obligations under this Assignment shall be an action to require payment of the
j Purchase Money Funds for purposes set forth in the Purchase Sale Agreement, and that Assignor
is not the seller of the Property and shall have no liability to Assignee for any claims or damages
which arise from or relate to the Purchase Sale Agreement, except to the extent for the obligations
set forth herein. Assignee acknowledges and agrees that it is waiving the right to conduct certain
investigations or due diligence activities with respect to the purchase of the Property and that
Assignee has not relied on any statements, representations, or information provided by the
Assignor or the Seller in connection with the Property, and neither the Assignor nor the Seller has
provided any representations or warranties about the Property, any condition of the Property, any
matter affecting the Property, or the Property's usefulness for any particular purpose, and that
Assignee agrees and covenants not to pursue any claim against the Assignor or the Seller regarding
the Property, the condition of the Property, or any matters affecting the Property, except to the
extent limited by law for gross negligence or willful misconduct by the Assignor or the Seller,
respectively.
b. Assignee hereby waives, releases, and relinquishes any and all remedies and
recourse for any claims or damages that relate to or arise from this Assignment, except for the
limited purposes set forth in sub -paragraph (a) above. Assignee hereby agrees and represents that
Assignee does not presently have any claims, allegations, or demands against .Assignor, and
represents that Assignee will make no claims, allegations, or demands, against Assignor, except
for claims or demands for violation of Assignor's obligation to provide the Purchase Money Funds
under this Assignment. Assignee specifically disclaims, waives, and relinquishes any claims,
allegations, or demands that relate to or arise from Assignee's status as a public entity. Assignee
Exhibit F
17942.00174W4552131.6
agrees that this is a negotiated agreement between the parties hereto. Assignee intends that this
release shall be a full and final settlement of and bar to any and all claims and/or causes of action
arising against Assignee, except to the extent such claim or cause of action is based on a breach of
Assignor's obligations hereunder and is limited to an order for payment of the Purchase Money
Funds as required by the Purchase Sale Agreement, except to the extent required by law for
Assignee's negligence or willful misconduct. In connection with the release made herein, Assignee
acknowledges Assignee may hereafter discover facts different from or in addition to the facts
which Assignee may know or believe to be true with respect to the Property or the Purchase Sale
Agreement, but that Assignee intends to hereby fully and forever settle all disputes with Assignor
regarding the Property. In furtherance of such intention, the release given herein shall be and
remain in effect as a full and complete release, notwithstanding discovery of any such different or
additional facts.
C. Assignee acknowledges it has been informed of and is familiar with the
provisions of Civil Code section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.
ASSIGNEE'S INITIALS:
6. Indemnity'
Assignee agrees to defend (with counsel reasonably acceptable to the
Assignor), indemnify, and hold harmless the Assignor for any and all claims, actions, damages,
liabilities, or other losses arising from or relating to the Property or this Agreement, except to the
extent required by law for the Assignor's negligence or willful misconduct.
General. -
a. References to the Assignor. Unless otherwise provided in this Agreement,
all references to the Assignor include the Assignor, its officers, employees, contractors,
representatives, or other agents.
b. Invalidity of Provision. If any provision of this Agreement as applied to
either Party or to any circumstance shall be adjudged by a court of competent jurisdiction to be
void or unenforceable for any reason, the same shall in no way affect (to the maximum extent
permissible by law) any other provision of this Agreement, the application of any such provision
under circumstances different from those adjudicated by the court, or the validity or enforceability
of this Agreement as a whole.
C. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts made and to be
performed in California.
Exhibit F
17942.00174W 552131.6
d. Time. Time is of the essence in the performance of the Parties' respective
obligations under this Agreement.
C. Interpretation. This Agreement has been negotiated at arm's length and
between persons (or their representatives) sophisticated and knowledgeable in the matters dealt
with in this Agreement. Accordingly, any rule of law (including California Civil Code § 1654 and
any successor statute) or legal decision that would require interpretation of any ambiguities against
the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall
be interpreted in a reasonable manner to effect the purpose of the parties and this Agreement.
f. Attorneys' Fees. In the event of any legal or equitable proceeding to enforce
any of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or
misrepresentations in connection with any provision of this Agreement, each Party shall bear its
own attorneys' fees and costs.
g. Assignment. No Party shall assign any rights or benefits under this
Agreement without the written consent of the other Party.
h. No Tht�td-Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to confer any rights or remedies under or by reason of this Agreement on any
person other than the Parties hereto, nor is anything in this Agreement intended to relieve or
discharge any obligation of any third person to any Party hereto or give any third person any right
of subrogation or action over against any Party to this Agreement.
i. Counteroarts/Facsimile/PDF Signature. This Agreement may be executed
in counterparts and when so executed by the Parties, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument that shall be binding upon
the Parties, notwithstanding that the Parties may not be signatories to the same counterpart or
counterparts. The Parties may integrate their respective counterparts by attaching the signature
pages of each separate counterpart to a single counterpart. Signatures transmitted by email in
portable document format and signatures electronically signed in accordance with the Uniform
Electronic Transaction Act (UETA) or the substantive equivalent of the UETA, as adopted in the
State of California, and with the United States ESIGN Act shall have the same effect as the delivery
of original signatures and shall be binding upon and enforceable against the Parties hereto as if
such transmittal were an original executed counterpart. The Parties intend to be bound by
signatures provided electronically in accordance with this paragraph, are aware that each other
Party will rely on the electronic signatures, and hereby waive any defenses to the enforcement of
the terms of this Agreement based on the form of signature.
j. Venue. In the event that suit is brought by either Party to this Agreement,
the Parties agree that venue must be exclusively vested in the state courts of the County of San
Bernardino, or if federal jurisdiction is appropriate, exclusively in the United States District Court
within the district embracing the County of San Bernardino.
Exhibit F
17942.00174\44552131.6
above, IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date
SIGNATURES ONFOLLOWING PAGE
Exhibit F
17942.00174W4552131.6
ASSIGNOR:
ASSIGNEE:
City of Redlands, a California municipal Christopher Collinsworth, an individual
corporation
Date:
Its:
Date:
Exhibit F
17942.0017444552131.6