HomeMy WebLinkAboutContracts & Agreements_07-2025Docusign Envelope ID: B40D1AB4-E4EA-47B7-80EB-C4B23FF2526A
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(England Grove)
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this "Agreement") is made and entered into by and between MERITAGE
HOMES OF CALIFORNIA, INC., a California corporation ("Seller"), and the CITY OF
REDLANDS, a municipal corporation organized in accordance with the laws of the State of
California ("Buyer"), as of the date of last execution hereof by "Seller" or "Buyer" (the "Agreement
Date"), for the purpose of setting forth the agreement of the parties and to provide instructions to
FIRST AMERICAN TITLE COMPANY, in its capacity as Escrow Agent ("Escrow Agent"), with
respect to the transaction contemplated by this Agreement.
RECITALS
Upon and subject to the terms, covenants, and conditions of this Agreement, Seller desires
to sell, transfer, and convey to Buyer, and Buyer desires to purchase and acquire from Seller, certain
real property located in the City of Redland (the "City"), County of San Bernardino (the "County'),
California, and legally described on Exhibit "A" attached hereto, together with all appurtenant
improvements, rights, interests, easements, tenements and estates, including, without limitation all
of Seller's right, title, and interest in and to 15 shares of Redlands Water Company (collectively,
the "Pro e ").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller hereby agree, and instruct Escrow Agent, as follows:
1. PURCHASE AND SALE.
Subject to and upon all of the terms and conditions set forth in this Agreement, Seller agrees
to sell, transfer, and convey to Buyer, and Buyer agrees to purchase and acquire from Seller, the
Property.
2. PURCHASE PRICE AND INDEPENDENT CONSIDERATION.
2.1 Purchase Price. The purchase price of the Property (the "Purchase Price") shall be:
One Hundred Thousand Dollars ($100,000). The Purchase Price shall be payable as follows:
2.1.1 Deposit. Within five (5) Business Days (as hereinafter defined) following
the Agreement Date, Buyer shall deposit into Escrow (as hereinafter defined) the sum of, Ten
Thousand Dollars ($10,000) (which amount, together with any and all interest thereon, shall
hereinafter be referred to as the "Deposit'). Until disbursed in accordance with the terms of this
Agreement, Escrow Agent shall hold the Deposit in a federally insured account, subject to
immediate withdrawal without penalty. The Deposit shall be paid to Seller and credited against the
Purchase Price of the Property at the Closing.
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2.1.2 Balance. At Closing, Buyer shall pay to Seller the balance of the Purchase
Price, over and above the Deposit, by wire transfer of immediately available U.S. funds, net of all
prorations and adjustments as provided in this Agreement.
2.2 Independent Consideration. Ten Dollars ($10.00) of the Deposit shall be referred to
in this Agreement as the "Independent Consideration." The Independent Consideration shall be
released to Seller immediately following Escrow Agent's receipt of the Deposit and shall be non-
refundable to Buyer as independent consideration for the rights and options extended to Buyer
under this Agreement, including, without limitation, the right and option to terminate this
Agreement as provided therein. In all instances under this Agreement in which Buyer elects to
terminate or is deemed to have terminated this Agreement and any of the Deposit is returned to
Buyer, the Independent Consideration shall be subtracted therefrom and retained by Seller. The
Independent Consideration shall not be treated as consideration given by Buyer for any purpose
other than as stated in this Section 2.2.
3. OPENING OF ESCROW.
3.1 Opening. The transaction contemplated by this Agreement shall be consummated
through an escrow ("Escrow") to be established with Escrow Agent by each of Seller and Buyer
delivering to Escrow Agent a counterpart of this Agreement executed by such party (in accordance
with and subject to Section 13.14 below) at the same time that such party delivers a copy thereof to
the other party. The opening of escrow (the "Opening of Escrow") shall occur when Escrow Agent
receives an executed counterpart of this Agreement from each of Buyer and Seller. If the Opening
of Escrow has not occurred within three (3) Business Days after Seller signs a counterpart of this
Agreement and delivers it to Escrow Agent, then any offer that may result from the execution of
this Agreement by Seller will be deemed not accepted and such offer and this Agreement shall be
null and void. Escrow Agent shall promptly deliver to each of Buyer and Seller written notice of
the date of the Opening of Escrow and, once executed by Escrow Agent, one fully executed
Agreement.
3.2 Instructions. This Agreement shall constitute instructions to Escrow Agent as well
as the agreement of the parties. In the event that any other printed instructions are requested of the
parties by Escrow Agent and the terms thereof conflict or are inconsistent with any provision of
this Agreement or any deed, instrument, or document executed by the parties hereto or delivered in
connection with the transaction contemplated hereby, the provisions of this Agreement, or such
deed, instrument, or document shall control. Without limiting the foregoing, no provision in any
printed form instructions shall excuse any performance by either party at the times provided in this
Agreement, extend the Closing Date, provide either party hereto with any grace period not provided
in this Agreement, indemnify or excuse Escrow Agent for its negligence or willful failure to
perform its duties, or give Escrow Agent and/or any broker or other third party any rights in the
Deposit, and any such provision shall be deleted and deemed void and of no effect. Escrow Agent
is hereby appointed and designated to act as Escrow Agent, and is instructed to deliver, pursuant to
the terms of this Agreement, the documents and funds to be deposited with Escrow Agent as herein
provided.
3.3 Termination. Upon any termination of this Agreement by either of the parties hereto
as expressly allowed under this Agreement (including, without limitation, any deemed termination):
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(i) the Deposit shall be delivered by Escrow Agent to the party that this Agreement specifies is
entitled thereto; (ii) all other documents, instruments, and funds delivered to Escrow Agent shall be
returned to the party that delivered such items thereto; and (iii) thereafter, all of the provisions of
this Agreement shall be of no further force or effect and neither party shall have any further rights
or obligations hereunder, other than pursuant to any provision of this Agreement that expressly
survives the termination of this Agreement, including, without limitation, any indemnity obligations
of Buyer or Seller set forth in this Agreement. A copy of any notice of termination allowed under
this Agreement and sent to a party shall also be sent to Escrow Agent by the party electing to
terminate.
4. ACTIONS PENDING CLOSING.
4.1 Due Diligence.
4.1.1 Property Materials. Buyer acknowledges and agrees that, as of the
Agreement Date, Seller has made available to Buyer in "hard copy" form and/or via a web based
"drop box" service the information and documentation relating to the Property listed on Exhibit "C-
1" attached hereto (collectively, the "Property Materials"). Buyer acknowledges and agrees that
(a) Seller has not made, does not make, and specifically negates and disclaims any representations,
warranties, covenants, or guaranties whatsoever regarding the Property Materials; (b) Seller shall
have no obligation to take any action with respect to any of the Property Materials, and if Buyer
delivers a Feasibility Notice (as hereinafter defined) on or prior to the Due Diligence Termination
Date, then Buyer also shall be conclusively deemed to have accepted all of such materials in the
state received by Buyer as of the Due Diligence Termination Date. Further, Buyer acknowledges
and agrees that the Property Materials were prepared by third parties and that Property Materials
and any other documents and information provided to Buyer by or on behalf of Seller are and will
be furnished under the express condition that (i) Buyer shall make its independent verification of
the accuracy of all information contained therein and (ii) Buyer shall not attempt to assert any
liability against Seller by reason of Seller's having furnished such information or for the reason of
any such information becoming or proving to have been incomplete, incorrect, or inaccurate in any
respect.
4.1.2 Buyer's Diligence Tests.
4.1.2.1 At all reasonable times from the later of (a) Opening of Escrow
or (b) delivery to Seller of the insurance certificate specified in Section 4.1.2.2 below, and until the
Due Diligence Termination Date or earlier termination of this Agreement, Buyer and its agents,
consultants, contractors, and representatives shall be entitled at Buyer's sole cost and expense to:
(i) enter onto the Property to perform any non -intrusive physical and environmental tests,
examinations, and investigations of the Property (collectively, the "Inspection'); (ii) review all
Property Materials; (iii) obtain a new boundary survey of the Property, which shall be certified to
Seller, Buyer, Escrow Agent, and Title Insurer if so obtained (the "Survey"); and (iv) investigate
such other matters pertaining to the Property as Buyer may desire. Buyer's entry onto and
Inspection of the Property in accordance with the terms hereof shall not damage any of the Property
in any respect and, prior to Closing, Buyer shall not conduct or permit any physically invasive
testing of, on, or under any of the Property without first obtaining Seller's written consent (which
shall be at Seller's sole and absolute discretion) as to the timing and scope of the work to be
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performed, including, without limitation, as to any Phase II environmental testing, soils borings,
drilling test wells and/or otherwise sampling any previously drilled wells, and/or digging test pits;
provided, however, that Seller's consent shall not be required to perform Phase I environmental
testing. Further, notwithstanding the foregoing, before entering upon any of the Property to conduct
any Inspection, Buyer first will provide Seller at least two (2) Business Days advance notice thereof
so that a representative of Seller also can be present during any such Inspection. Buyer agrees to
cause each Inspection report or study that is obtained by Buyer or at Buyer's direction from a third
party to be addressed to and certified (if customarily certified) to Seller, as well as to Buyer and to
be delivered to Seller at the same time it is delivered to Buyer, all at Buyer's expense. Any entry
by Buyer onto the Property shall be subject to, and conducted in accordance with, all applicable
laws and with the terms and provisions set forth on Exhibit `B-2" (Inspection Conditions).
4.1.2.2 Prior to any entry onto the Property, Buyer shall deliver to Seller
a currently effective certificate or certificates evidencing all insurance required in the Inspection
Conditions attached hereto as Exhibit 1113-211. Such insurance shall be maintained at all times during
the term of this Agreement. The provisions of this Section 4.1.2.2 shall survive the Closing or the
earlier termination of this Agreement.
4.1.2.3 Buyer shall indemnify, protect, defend, and hold Seller and each
of its present and former shareholders, parent companies, officers, directors, beneficiaries,
members, managers, partners, employees, agents, affiliates, representatives, subsidiaries, insurers,
heirs, attorneys, successors and assignees (each, an "Indemnified Party" and collectively, the
"Indemnified Parties") harmless for, from, and against any and all claims (including, without
limitation, claims for mechanic's liens or materialmen's liens), causes of action, demands,
obligations, losses, damages, liabilities, judgments, costs, and expenses (including, without
limitation, reasonable attorneys' fees, charges, and disbursements) (collectively, "Claims") in
connection with or arising out of any entry upon the Property or any tests, examination, and
investigations of the Property carried on by or on behalf of Buyer; provided, however, that Buyer
shall not be required to indemnify any Indemnified Party for any Claims (i) arising or resulting
from the mere discovery of existing conditions on the Property or (ii) caused by such Indemnified
Party's gross negligence or willful misconduct. Buyer shall promptly repair any damage to any of
the Property caused by its entry thereon and restore the same to materially the same condition in
which it existed prior to such entry. The provisions of this Section 4.1.2.3 shall survive the Closing
(and shall not be merged into the Deed or other Closing documents) or the earlier termination of
this Agreement.
4.1.2.4 Section 25359.7 of the California Health and Safety Code requires
owners of nonresidential property who know or have reasonable cause to believe that a release of a
Hazardous Material has come to be located on or beneath real property to provide written notice of
that condition to a buyer of the real property. The only releases of the Hazardous Materials actually
known to Seller, without duty of inquiry or investigation, are those specifically described as actual
releases in the Property Materials delivered to Buyer. Buyer acknowledges and agrees that, prior
to the Due Diligence Termination Date, Buyer shall have been provided with an adequate
opportunity to, and encouraged to, retain its own consultants and experts to conduct its own
inspections and examinations of the Property and all matters relating to the Property. By its
execution of this Agreement, Buyer acknowledges its receipt of the foregoing notice given pursuant
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to Section 25359.7 of the California Health and Safety Code and that it is aware of the benefits
conferred to Buyer by Section 1542 of the California Civil Code and the risks it assumes by any
waiver of its benefits thereunder. The provisions of this Section shall survive the Closing (and shall
not be merged into the Deed or any other Closing documents) or the earlier termination of this
Agreement.
4.1.2.5 Prior to the Due Diligence Termination Date, Title Insurer shall
provide Buyer with a Natural Hazard Disclosure Statement ("Natural Hazard Disclosure
Statement") in the form required by law. Buyer acknowledges and agrees that nothing contained in
the Natural Hazard Disclosure Statement shall release Buyer from its obligation to fully investigate
the condition of the Property, including, without limitation, whether the Property is located in any
natural hazard areas, and that Buyer has the expertise to perform such investigations and will have
had the opportunity to do so under the terms of this Agreement. Buyer further acknowledges and
agrees that the matters set forth in the Natural Hazard Disclosure Statement may change on or prior
to Closing and that Seller has no obligation to update, modify, or supplement the Natural Hazard
Disclosure Statement. The provisions of the Natural Hazard Disclosure Statement, if any, shall in
no way be deemed or construed to limit the "AS -IS, WHERE -IS" nature of this Agreement. The
provisions of this Section shall survive Closing and shall not be merged into the Deed or other
Closing documents.
4.1.3 Buyer's Termination Right. Buyer shall have the right at any time on or
before 5:00 p.m. (California time) on the forty-fifth (45") day following the Agreement Date (the
"Due Diligence Termination Date") to terminate this Agreement for any or no reason by delivering
a written notice of such termination to Seller and Escrow Agent, in which event the Deposit shall
be returned to Buyer as provided in Section 3.3 above. In the event that Buyer elects to proceed
with the transaction contemplated by this Agreement, then Buyer must indicate its unconditional
approval of its feasibility review and waiver of the due diligence condition described in this Section
4_1 by delivering written notice thereof (a "Feasibility Notice") to Seller and Escrow Agent on or
prior to the Due Diligence Termination Date. In the event Buyer fails to timely give a Feasibility
Notice as provided above, this Agreement and the Escrow shall automatically be deemed
terminated, in which event the Deposit shall be returned to Buyer as provided in Section 3.3 above.
In the event that Buyer delivers a Feasibility Notice on or prior to the Due Diligence Termination
Date, then the Deposit shall be nonrefundable to Buyer except as specifically provided otherwise
in this Agreement.
4.2 Title.
4.2.1 Title Documents. Promptly following the Agreement Date, Escrow Agent
shall cause First American Title Insurance Company (in such capacity, "Title Insurer') to issue and
deliver to Buyer: (a) a preliminary title report for the Property (the "Title Report'), and (b) copies
of all documents referenced as exceptions therein (together with the Title Report, the "Title
Documents").
4.2.2 Buyer's Review of Title. Buyer shall have until the Due Diligence
Termination Date (the "Title Review Period") to review the Title Documents and Survey (if
applicable) to determine Buyer's satisfaction therewith. Seller shall have no obligation to cure or
correct any matter set forth in any of the Title Documents or Survey. If Buyer delivers a Feasibility
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Notice, then any matters reflected in the Title Documents and/or Survey, as amended and received
by Buyer as of the Due Diligence Termination Date, shall be conclusively deemed to have been
approved by Buyer and shall constitute Permitted Exceptions (as hereinafter defined). In the event
that the Title Report is amended or modified by Title Insurer after the Title Review Period has
expired and prior to the Closing to include any title exception recorded after the date of the initial
Title Report, other than the Permitted Exceptions and matters arising by or through Buyer, then
Buyer shall have until the earliest of (a) one (1) Business Day before the Closing Date, and (b) two
(2) Business Days after receipt of such amended Title Documents to either (i) terminate this
Agreement by giving Seller and Escrow Agent written notice of termination, whereupon the
Deposit shall be returned to Buyer as provided in Section 3.3, or (ii) approve such exception(s) and
consummate the Closing. If Buyer does not terminate this or
within such time period,
then, except as specifically provided otherwise in Section 4.2.3, all exceptions or matters reflected
in the amended Title Documents shall be conclusively deemed to have been approved by Buyer and
shall constitute Permitted Exceptions.
4.2.3 Permitted Exceptions. As used in this Agreement, the term "Permitted
Exceptions" collectively shall mean the following: (a) the exceptions to title that are reflected in
the Title Documents and any amendment(s) to the Title Documents that have been approved (or
deemed approved) by Buyer pursuant to this Section 4.2, including, without limitation, (i) the
grants, reservations, covenants, conditions, and restrictions set forth in the Grant Deed recorded in
the Official Records of San Bernardino County, California as instrument No. 2022-0133463, and
(ii) that certain Declaration of Restrictive Use Covenant Affecting Real Property recorded in the
Official Records of San Bernardino County, California as instrument No. 2022-0137410; (b) any
matters that are created by or arise from the act or acquiescence of Buyer, its affiliates, employees,
agents, contractors, subcontractors, or representatives; (c) any unpaid taxes and assessments not yet
delinquent (subject to the prorations in Section 5.5); (d) zoning and other governmental restrictions;
(e) any additional matters that would be disclosed by an inspection or accurate ALTA/NSPS survey
of the Property meeting the minimum standard detail requirements of an urban survey, as most
recently adopted by ALTA/NSPS, and containing all Table A items thereunder; and (f) any other
matters that are approved or deemed approved by Buyer under or in connection with this Agreement
or are otherwise contemplated by the express terms of this Agreement. Notwithstanding anything
to the contrary contained in this Agreement, at or before Closing, Seller shall be obligated to satisfy
and otherwise remove (and none of such matters shall constitute Permitted Exceptions): (A) all
monetary and financial liens and encumbrances arising out of instruments executed by Seller or out
of work performed by Seller or at Seller's direction (other than current taxes and assessments not
yet due) that pertain to the Property, whether or not objected to by Buyer, and (B) any leases
executed by Seller, except as otherwise approved by Buyer in its sole discretion.
4.2.4 Owner's Title Policy. Title Insurer shall issue to Buyer at Closing, or be
irrevocably committed at Closing to issue to Buyer after the Closing, an ALTA extended coverage
owner's policy of title insurance ("ALTA Extended Policy") for the Property (a) showing fee title to
the Property" vested in Buyer, (b) with liability coverage in an amount equal to the Purchase Price, (c)
with those endorsements reasonably requested by Buyer that Title Insurer has agreed prior to the Due
Diligence Termination Date to issue at Closing, and (d) containing no exceptions other than the
Permitted Exceptions and the reservations and other matters referenced or described in the Grant Deed
(the "Owner's Title Policy"). Buyer shall pay any difference in the cost of the premium for a standard
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ALTA owner's policy of title insurance and the ALTA Extended Policy and the cost of any
endorsements to the Owner's Title Policy. If a new or updated survey is required to enable the Title
Company to issue the ALTA Extended Policy, Buyer shall obtain the same, at its sole cost and
expense, in a timely manner so as to facilitate the issuance of the ALTA Extended Policy upon the
Close of Escrow. Seller shall have no obligation to obtain any such extended coverage and/or
endorsements.
4.3 Citrus Planting. As a condition to Closing, Seller shall cause Seven Hundred Eighty -
Four (784) additional new navel orange citrus trees (or such other citrus trees approved by the City's
Citrus Preservation Commission) to be planted on the Property (the "Citrus Planting").
4.4 Irrigation System. As a condition to Closing, Seller shall cause a fan jet irrigation
system to be installed on the Property in order to provide irrigation to the trees located on the
Property (the "Irrigation System'). City agrees that the Irrigation System may be connected to the
City's municipal water system located adjacent to the Property and need not pump water from any
other source. If any approvals or authorizations needed to connect to the City's municipal water
system are not timely obtained and provided to the Seller, the Irrigation System need not be
connected to a water source as part of the condition to Closing. However, if the Irrigation System is
connected to the City's municipal water system and this Agreement is terminated prior to Closing, then
Seller shall disconnect from the City's municipal water system within ninety (90) days of the
termination of this Agreement.
5. CLOSING
5.1 Closing Date. Subject to the provisions of this Agreement, the Closing shall take
place within the earlier of (a) ten (10) days after Seller delivers notice and reasonable supporting
documentation that the Citrus Planting and installation of the Irrigation System have occurred (the
"Closing Contin eg ncies"), or (b) August 25, 2025 (the "Outside Closing Date"). Buyer
acknowledges that the trees for the Citrus Planting are not currently available and that the Outside
Closing Date has been established based on third -party information about future tree availability.
Accordingly, if there is a delay or inability to obtain trees and/or other materials necessary to satisfy
the Closing Contingencies, then Seller shall have the right, but not the obligation, to extend the
Outside Closing Date by up to ninety (90) days by delivery of written notice to Escrow Agent and
Buyer at least thirty (30) days prior to the Outside Closing Date. If, despite Seller's good faith
efforts, any of the Closing Contingencies have not been satisfied as of the date that is fifteen (15)
days prior to the Outside Closing Date, as the same may be extended by Seller as provided above,
then the Purchase Agreement shall automatically terminate (in which event, the Deposit shall be
returned to Buyer as provided in Section 3.3) unless Buyer delivers a written notice waiving all
such unsatisfied Closing Contingencies on or before the date that is ten (10) days prior to the
Outside Closing Date. As used herein: (i) "Closing" shall mean the execution and delivery by Seller
to Escrow Agent of the Deed and the other documents to be executed and delivered by Seller
hereunder and the delivery by Buyer to Escrow Agent of the balance of the Purchase Price and all
documents to be executed and delivered by Buyer hereunder such that Escrow Agent is
unconditionally prepared and committed to proceed in accordance with Section 5.4 and Escrow
Agent's proceeding in accordance therewith; and (ii) "Closing Date" shall mean the date that
Closing occurs.
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5.2 Deliveries by Seller. On or before the Closing Date, Seller, at its sole cost and
expense, shall deliver or cause to be delivered to the Escrow Agent (to be held in escrow pending
the Closing) the following documents and instruments, each dated as of the Closing Date and fully
executed and, if appropriate, acknowledged by Seller:
5.2.1 Deed. A grant deed for the Property in the form of Exhibit "C" attached
hereto (the "Deed").
5.2.2 Non -Foreign Certification. A certification of non -foreign status in the form
of Exhibit "D" attached hereto.
5.2.3 State Affidavit. A California state tax withholding certificate in accordance
with the requirements of California Revenue and Taxation Code Section 18668.
5.2.4 'Redlands Water Company Stock Certificate & Assignment Separate from
Certificate. Original Stock Certificate(s) evidencing the RWC Shares to be transferred hereunder, and
an Assignment Separate from Certificate in the form of Exhibit "E" attached hereto.
5.2.5 Proof of Authoritv. Such proof of Seller's authority and authorization to
enter into this Agreement and the transaction contemplated hereby, and such proof of the power
and authority of the individual(s) executing or delivering any instruments, documents, or
certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Escrow
Agent or Title Insurer.
5.2.6 Other. Such other documents and instruments, signed and properly
acknowledged by Seller, if appropriate, as may be reasonably required in order to effectuate the
provisions of this Agreement and the Closing.
5.3 Deliveries by Buffer. On or before the Closing Date, Buyer, at its sole cost and
expense, shall deliver or cause to be delivered to the Escrow Agent (to be held in escrow pending
the Closing) the following funds and the following documents and instruments, each dated as of the
Closing Date and fully executed and, if appropriate, acknowledged by Buyer:
5.3.1 Cash. Cash or other immediately available federal funds in an amount equal
to the Purchase Price (over and above the Deposit to be credited at Closing) and Buyer's entire
share of the Closing Costs and of the prorations pursuant to Section 5.5 below (and otherwise
sufficient to close the transaction contemplated herein).
5.3.2 Proof of Authoritv. Such proof of Buyer's authority and authorization to
enter into this Agreement and the transaction contemplated hereby, and such proof of the power
and authority of the individual(s) executing or delivering any instruments, documents, or
certificates on behalf of Buyer to act for and bind Buyer as may be reasonably required by Escrow
Agent or Title Insurer.
5.3.3 Certificate of Acceptance. A duly executed Certificate of Acceptance for the
Deed in the form attached to the form of Deed attached as Exhibit "C" hereto.
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5.3.4 Other. Such other funds and documents and instruments, signed and
properly acknowledged by Buyer, if appropriate, as may reasonably be required in order to
effectuate the provisions of this Agreement and the Closing.
5.4 Actions by Escrow Agent. Provided that Escrow Agent shall not have received
written notice from Buyer or Seller of the termination of this Agreement in accordance with its
terms, when Buyer and Seller have deposited with Escrow Agent all of the documents and funds
required by this Agreement for the Closing, Escrow Agent, in the order and manner herein below
indicated, shall take the following actions to effectuate the Closing:
5.4.1 Recording. Cause the Deed and any other documents customarily recorded
and/or that the parties hereto may mutually direct to be recorded (or that are specifically
contemplated by any of the other Closing documents) to be recorded in the official records of the
County (the "Official Records") and obtain conformed copies thereof for distribution to Buyer and
Seller.
5.4.2 Funds. Disburse all funds as follows:
5.4.2.1 Pursuant to the Closing Statement (as hereinafter defined), retain
for Escrow Agent's own account any applicable escrow/closing fees and costs, disburse to Title
Insurer the fees and expenses incurred in connection with the issuance of the Owner's Title Policy,
and disburse to any other persons or entities entitled thereto the amount of any other Closing Costs
and any other disbursements reflected on the Closing Statement;
5.4.2.2 Disburse to, or at the direction of, Seller an amount equal to the
Purchase Price, less or plus the net debit or credit to Seller by reason of the prorations and
allocations of Closing Costs and any other disbursements reflected on the Closing Statement or
other adjustments provided for in this Agreement; and
5.4.2.3 Disburse to the party who deposited the same any remaining
funds in the possession of Escrow Agent after the payments pursuant to Sections 5.4.2.1 through
Section 5.4.2.2 above have been completed.
5.4.3 Delivery of Documents. Deliver: (a) to Seller, one copy of all documents
deposited into Escrow in connection with Closing; and (b) to Buyer, (i) one original of all
documents deposited into Escrow in connection with Closing (other than the Deed and the other
documents recorded pursuant to the terms of this Agreement); and (ii) one conformed copy of each
document recorded pursuant to the terms hereof. Originals of any documents recorded at Closing
shall be delivered as indicated thereon after such recording.
5.5 Proration. All real estate taxes and current assessments to which the Property is
subject as of the Closing shall be prorated between Buyer and Seller as of the Closing Date based
on a 365-day year and the latest available information at the time of proration (including the greatest
possible discount for early payment to the extent applicable), which proration shall be final. Upon
recordation of the Grant Deed, Buyer will request cancellation of the real property taxes for the
Property pursuant to California Revenue and Taxation Code Section 4986.
[Acmo\AgmementsWerigate Homes of Cal-PSA England Grove-FY25-0004.dou-jm
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5.6 Closing Costs. Each party shall pay its own costs and expenses arising in connection
with Closing (including, without limitation, its own attorneys' and advisors' fees, charges, and
disbursements), except the following costs (the "Closing Costs'), which shall be allocated between
the parties as follows(in addition to any other costs and expenses specifically allocated to the parties
elsewhere in this Agreement):
5.6.1 Seller Costs. Seller shall pay for the following items: (i) Seller's prorations
pursuant to Section 5.5; (ii) one-half (1/2) of Escrow Agent's escrow/closing fees; (iii) fees and
documentary transfer tax for recording the Deed; (iv) the portion of the Owner's Title Policy
premium attributable to ALTA standard form coverage in the amount of the Purchase Price; and
(v) Seller's attorneys' fees.
5.6.2 Buyer Costs. Buyer shall pay for the following items: (i) Buyer's prorations
in accordance with Section 5.5; (ii) one-half (1/2) of Escrow Agent's escrow/closing fees; (iii) the
costs of any financing utilized by Buyer, if any; (iv) the balance of the Owner's Title Policy
premium over and above the amount payable by Seller pursuant to Section 5.6.1 above and the cost
of any endorsements to the Owner's Title Policy; (v) the cost of any Survey; and (vi) Buyer's
attorneys' fees.
5.7 Closing Statement. On or before the Closing Date, Escrow Agent shall deliver to
each of the parties for their review and approval a preliminary closing statement (the "Preliminary
Closing Statement") that sets forth: (a) the Purchase Price payable at Closing and the Deposit to be
credited to Buyer at Closing; (b) the proration amounts allocable to each of the parties pursuant to
Section 5.5; (c) the Closing Costs allocable to each of the parties pursuant to Section 5.6, and (d)
any other expenses to be paid directly to third parties pursuant to the approved Closing Statement.
Based on each of the parry's comments, if any, regarding the Preliminary Closing Statement,
Escrow Agent shall revise the Preliminary Closing Statement and deliver a final, signed version of
the closing statement to each of the parties at the Closing (the "Closing Statement').
6. [INTENTIONALLY OMITTED].
7. SELLER'S REPRESENTATIONS AND WARRANTIES.
7.1 Representations and Warranties. Seller represents and warrants to Buyer as follows:
7.1.1 Due Organization. Seller is a corporation duly incorporated, validly existing,
and in good standing under the laws of the State of California.
7.1.2 Seller's Authority; Validity of Agreements. Seller has full right, power, and
authority to sell the Property to Buyer as provided in this Agreement and to carry out its obligations
hereunder. The individual(s) executing this Agreement and the instruments referenced herein on
behalf of Seller has/have the legal power, right, and actual authority to bind Seller to the terms
hereof and thereof. This Agreement is, and all other instruments, documents, and agreements to be
executed and delivered by Seller in connection with this Agreement shall be, duly authorized,
executed, and delivered by Seller and the valid, binding, and enforceable obligations of Seller
(except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and
Ill
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as of the Closing Date will not, violate any provision of any agreement or judicial order to which
Seller is a party or to which Seller is subject.
7.1.3 Foreign Person. Seller is not a "foreign person" as such tennis defined under
§ 1445 of the Internal Revenue Code of 1986, as amended.
7.1.4 Liti ag tion. To Seller's knowledge and except as disclosed in the Property
Materials or Title Documents, there are no (a) actions, investigations, suits, or proceedings pending
or threatened that affect the Property, the ownership or operation thereof, or the ability of Seller to
perform its obligations under this Agreement or (b) judgments, orders, awards, or decrees currently
in effect against Seller with respect to the ownership or operation of the Property that have not been
fully discharged prior to the Effective Date hereof.
7.1.5 No Violations of Environmental Laws. To Seller's knowledge and except
as disclosed in the Property Materials or Title Documents: (a) the Property is not currently under
investigation for violation of any federal, state, or local law, ordinance, or regulation relating to
industrial hygiene, worker health and safety, or to the environmental conditions in, at, on, under, or
about the Property, including, but not limited to, soil and groundwater conditions; and (b) Seller
has not used, generated, manufactured, stored, or disposed in, at, on, or under the Property any
Hazardous Materials in violation of applicable law. Notwithstanding the foregoing, Buyer
acknowledges that Seller only recently acquired the Property, the current and historical use of the
Property is agricultural, and the Property may have been subject to chemicals commonly used in
agricultural.
7.2 Change in Circumstances. Notwithstanding anything to the contrary in Section 7.1:
(a) all of the representations and warranties shall be subject to any changes in facts that arise by
reason of any acts or omissions of Buyer or its agents, representatives, or employees, or Buyer's
breach of this Agreement, and (b) Seller shall have the right to update such representations and
warranties as of or prior to Closing based on changes in facts that do not arise from Seller's breach
of this Agreement or Seller intentionally causing any of Seller's representations or warranties to
become untrue, in which event Buyer, as its sole and exclusive remedy, will have five (5) Business
Days following such notice to terminate this Agreement and receive a return of the Deposit. If
Buyer fails to terminate this Agreement in writing within such 5-Business Days' period, then Buyer
shall be deemed to have accepted such representation and warranty, as modified by such update,
and Seller shall have no liability for the untruth or inaccuracy of the representation or warranty as
qualified by such update.
7.3 Survival: Limited Liability. The representations and warranties of Seller set forth
in Section 7.1 or in any document executed and delivered by Seller for the benefit of Buyer in
connection with the Closing shall survive the Closing for a period of nine (9) months after the
Closing (the "Survival Period"). Buyer will not have any right to bring any action against Seller as
a result of any untruth or inaccuracy of such representations and warranties unless and until the
aggregate amount of all liability and losses arising out of any such untruth or inaccuracy exceeds
$10,000 ("Deductible'), and then only to the extent of such excess. In addition, in no event will
11
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Seller's liability for all such breaches exceed, in the aggregate, $25,000' ("Liability Can'). In the
event of any breach of any of Seller's representations or warranties that is discovered by Buyer
during the Survival Period, Buyer shall give Seller written notice of such alleged breach (a "Breach
Notice') prior to the expiration of the Survival Period and shall allow Seller the opportunity to cure
any such alleged breach that is reasonably susceptible of cure prior to making any claim for damages
under this Agreement, in each case, as more particularly set forth below. In the event that Seller
elects, by written notice to Buyer (an "Election Notice") within ten (10) Business Days of receipt
of any Breach Notice, to cure any such breach that is reasonably susceptible of cure, Seller shall
have a period of time ("Seller's Cure Period") equal to thirty (30) days (as such period shall be
extended for such time as may be reasonably necessary to cure any such breach that is not
reasonably capable of cure within such initial thirty (30)-day period as long as Seller continues to
diligently prosecute cure until completion) to attempt to cure such breach prior to Buyer malting a
claim for damages under this Agreement with respect thereto. In the event Seller delivers an
Election Notice to Buyer, Buyer shall allow Seller to have reasonable access to the Property and
shall reasonably cooperate with Seller (at no out-of-pocket cost or expense to Buyer) to allow Seller
to prosecute the cure of the applicable breach during Seller's Cure Period. Buyer waives all rights
and remedies with respect to all breaches, if any, not alleged in a Breach Notice delivered during
the Survival Period as set forth above. Seller shall have no liability with respect to any of Seller's
representations, or warranties herein or in any document executed and delivered by Seller for the
benefit of Buyer in connection with a Closing if, prior to the Closing, Buyer has actual knowledge
(from whatever source, including, without limitation, as a result of Buyer's due diligence, or in any
Property Materials or Title Documents, or written disclosure by Seller or Seller's agents and
employees) of any breach of a representation or warranty of Seller herein or in any document
executed and delivered by Seller for the benefit of Buyer in connection with Closing, or Buyer
obtains actual knowledge (from whatever source, including, without limitation, as a result of
Buyer's due diligence, or in any Property Materials or Title Documents, or written disclosure by
Seller or Seller's agents and employees) that contradicts any of Seller's representations and
warranties herein, and Buyer nevertheless consummates the transaction contemplated by this
Agreement. Any provision providing that it survives the Closing will survive each Closing without
limitation unless a specified period is otherwise provided in this Agreement. In no event shall
Buyer seek or obtain, or be entitled to seep or obtain, speculative, special, punitive, consequential,
exemplary, lost profits or diminution in value damages against Seller due to any breach of a
representation or warranty by Seller, or any breach or default by Seller under this Agreement;
provided, however, that the foregoing shall not prohibit Buyer from seeking any other actual
damages subject to the terms and conditions of this Agreement. Notwithstanding the foregoing or
anything to the contrary in this Agreement, none of the limitations set forth in this Section 7.3 or
Article 9, below, including, without limitation, the Survival Period, Deductible, Liability Cap or
Seller's Cure Period, shall be applicable to claims arising from the fraud or intentional
misrepresentation of Seller (collectively "Excluded Claims"). This Section 7.3 shall survive
Closing.
7.4 Seller's Knowledge. For purposes of this Agreement and any document delivered
at Closing, whenever the phrase "to Seller's knowledge," or the "knowledge" of any Seller or words
of similar import are used, they shall be deemed to refer to facts within the actual knowledge only
1 NTD: Seller proposed cap was lower than the deductible amount
12
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of Johanna Crooker and no others, at the times indicated only, without duty of inquiry whatsoever.
Buyer acknowledges and agrees that the individual named above is named solely for the purpose
of defining and narrowing the scope of Seller's knowledge and not for the purpose of imposing any
liability on or creating any duties running from such individual to Buyer. Buyer covenants that it
will bring no action of any kind against such individual, any shareholder, partner or member of
Seller, as applicable, or related to or arising out of the foregoing representations and warranties of
Seller. This Section 7.4 shall survive each Closing or any termination of this Agreement.
BUYER'S REPRESENTATIONS AND WARRANTIES.
8.1 Representations and Warranties. Buyer represents and warrants to Seller as follows:
8.1.1 Due Organization. Buyer is a municipal corporation duly organized, validly
existing, and in good standing under the laws of the State of California.
8.1.2 Buyer's Authority; Validity of Agreements. Buyer has full right, power, and
authority to purchase and acquire the Property from Seller as provided in this Agreement and to
carry out its obligations hereunder. The individual(s) executing this Agreement and the instruments
referenced herein on behalf of Buyer has/have the legal power, right, and actual authority to bind
Buyer to the terms hereof and thereof. This Agreement is, and all instruments, documents, and
agreements to be executed and delivered by Buyer in connection with this Agreement shall be, duly
authorized, executed, and delivered by Buyer and shall be valid, binding, and enforceable
obligations of Buyer (except as enforcement may be limited by bankruptcy, insolvency, or similar
laws) and do not, and as of the Closing Date will not, violate any provision of any agreement, law,
statute, ordinance, rule, regulation, or judicial order to which Buyer is a party or to which Buyer is
subject.
8.2 Survival. All of the representations and warranties of Buyer set forth in this
Agreement shall not survive the Closing.
9. AS -IS AND RELEASE.
9.1 As -Is. Buyer acknowledges and agrees that Buyer is a sophisticated purchaser of
real property and is familiar with real property of which the Property is a type and, other than the
representations and warranties expressly stated in Section 7.1 or in the instruments executed and
delivered by Seller at Closing (the "Express Representations"), Seller has not made, does not make,
and specifically negates and disclaims any representations, warranties, promises, covenants,
agreements, or guaranties of any kind or character whatsoever, whether express or implied, oral or
written, past, present, or future, of, as to, concerning, and/or with respect to the Property Materials,
the Title Documents, and/or the Property, including, without limiting the generality of the
foregoing; (a) the value, nature, quality, or condition of the Property, including, without limitation,
the water, soil, and geology; (b) the income to be derived from the Property; (c) the suitability of
the Property for any and all activities and uses that Buyer may desire to conduct thereon; (d) the
compliance of or by the Property or its operation with any laws, rules, ordinances, or regulations of
any governmental authority; (e) the habitability, merchantability, marketability, profitability, or
fitness for a particular purpose of the Property; (1) the manner or quality of the construction or
materials, if any, heretofore incorporated into the Property; (g) the manner, quality, state of repair,
13
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or lack of repair of the Property; (h) compliance with any environmental protection, pollution, land
use, zoning, development, or regional impact laws, rules, regulations, orders, or requirements,
including, without limitation, those pertaining to Hazardous Materials (as defined below); (i) the
existence in or on the Property of any Hazardous Materials; 0) the content, suitability, and/or
sufficiency of any plans, plats, drawings, specifications, reports, studies, agreements, and/or
documents with respect to the Property (including, without limitation, any of the foregoing listed
items delivered as part of the Property Materials and/or assigned at or in connection with Closing);
or (k) any other matter with respect to the Property Materials, the Title Documents, and/or the
Property. Buyer further acknowledges and agrees that, except for the Express Representations: (i)
Buyer is relying entirely on Buyer's own investigations and examinations as to the physical
condition and every other aspect of the Property Materials, the Title Documents, and/or the
Property, including, without limitation, those matters set forth above; (ii) Buyer has performed, or
will have the right to perform prior to the Due Diligence Termination Date, any and all inspections
Buyer deems necessary or appropriate for Buyer to be satisfied with the acceptability of the
Property; (iii) no person or entity, including, without limitation, any consultants, contractors,
agents, and representatives of Seller and any governmental entity or representative, is authorized to
make any representation or warranty on behalf of Seller, and Buyer agrees that it shall not attempt
to assert any liability against Seller by reason of any representation, warranty, and/or information
provided by any of such persons becoming or proving to have been incomplete, incorrect, or
inaccurate in any respect; (iv) Buyer has the sole responsibility for determining the existence or
nonexistence of any fact material to Buyer's decision to purchase the Property; and (v) Buyer is
purchasing the Property on an "AS -IS", "WHERE -IS", and "WITH ALL FAULTS" basis,
without any implied warranties, and Buyer accepts and agrees to bear all risks with respect to all
attributes and conditions, latent or otherwise, of the Property. For purposes of this Agreement, the
term "Hazardous Materials" means any wastes, materials, substances, pollutants, and other matters
regulated by any federal, state, or local law, ordinance, or regulation relating to environmental
conditions, including, without limitation, soil and groundwater conditions, including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended (42 U.S.C. Sections 9601, et seq.), the Resources Conservation and Recovery Act of
1976 (42 U.S.C. Section 6903, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the
Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.), the Hazardous Materials Transportation
Act (49 U.S.C. Section 5101, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section
2601, et seq.), and any other federal, state or local law of similar effect.
9.2 Release. Except with respect to the Express Representations (which are subject to
the terms and conditions of Section 7.2 through Section 7.4), Seller does not warrant any of the
Property to be free from defects and Buyer expressly accepts the possibility of such defects, subject
only to Buyer's ability to terminate this Agreement prior to the expiration of the Due Diligence
Termination Date as described above in Section 4.1.3 or upon receipt of a notice of change in
circumstances pursuant to the terms and conditions of Section 7.2. Except with respect to the
Express Representations (which are subject to the terms and conditions of Section 7.2 through
Section 7.4) or Excluded Claims, effective as of the Closing, and as a material inducement for Seller
to enter into this Agreement, Buyer hereby fully releases each and all of the Indemnified Parties for
and from any and all Claims Buyer may have now or in the fixture based upon the condition of the
Property at or prior to the Closing, the Property Materials (including, without limitation, by reason
of Seller's having furnished such information or for the reason of any such information becoming
14
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or proving to have been incomplete, incorrect, or inaccurate in any respect), the Title Documents,
and/or all other matters pertaining to the Property (including, without limitation, those matters set
forth in Section 9.1). Such release applies to claims or causes of action arising at common law,
under statute, or otherwise, whether sounding in contract or in tort, including, without limitation,
claims or causes of action for misrepresentation or nondisclosure, provided, however, it shall not
be applicable to any of the Excluded Claims. It is expressly understood and agreed that the amount
of the Purchase Price reflects, and the Property is being sold by Seller and purchased by Buyer
subject to the foregoing and Buyer hereby agrees that the matters released herein are not limited to
matters that are known or suspected.
BUYER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS LEGAL COUNSEL
AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA 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 BEING AWARE OF SAID CODE SECTION, AND EFFECTIVE AS OF THE
CLOSING, HEREBY EXPRESSLY WAIVES AS TO THE MATTERS RELEASED IN THE
IMMEDIATELY PRECEDING PARAGRAPH ANY RIGHT IT MAY HAVE
THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW
PRINCIPLE OF SIMILAR EFFECT IN CONNECTION WITH THE RELEASES GIVEN IN
THIS SECTION 9.
—°s
I
BUYER
SELLER
9.3 Survival. The provisions of this Section 9 shall survive Closing and shall not be
merged with the Deed or any other Closing documents.
10. DEFAULTS AND REMEDIES.
10.1 Default by Seller.
10.1.1 Prior to Closing. If Seller fails to perform when due any act required by this
Agreement to be performed by Seller on or prior to the Closing Date, and provided Buyer is not
then in default, then Buyer may either (a) waive the default and proceed with the Closing or, (b) if
such default is not cured after five (5) Business Days' notice to Seller and Escrow Agent, as its sole
and exclusive remedy, terminate this Agreement and the Escrow, such termination to be effective
upon Buyer giving written notice of termination to Seller and Escrow Agent, and upon such
termination, Buyer shall be entitled to a return of, and Escrow Agent shall deliver to Buyer, the
15
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Deposit, as provided in Section 3.3, or (ii) bring an action within sixty (60) days of such default to
compel specific performance of Seller's obligations hereunder, thereby waiving any other legal and
equitable remedies against Seller (and Buyer hereby waives any provisions of applicable law with
respect to the time for commencement of an action); provided, however, that if the remedy of
specific performance is not available to Buyer because Seller has affirmatively conveyed title to the
Property to another party, then Buyer shall be entitled to seek its actual damages (but not incidental,
consequential, exemplary, or punitive damages) directly resulting from such breach. Except as
specifically provided otherwise in the immediately preceding clause (ii), in no event shall Buyer be
entitled to seek or obtain money damages against Seller based on Seller's failure or alleged failure
to perform when due any act required by this Agreement to be performed by Seller on or prior to
the Closing Date, Buyer hereby waiving and covenanting not to assert any right to seek or obtain
any money damages (including, but not limited to, incidental, consequential, exemplary, punitive,
or other money damages) resulting from Seller's breach.
10.1.2 Following Closing. If, after the Closing, Seller shall breach any obligation
that survived Closing, if any, and such breach is not cured within thirty (30) days following notice
to Seller and Escrow Agent, then Buyer may seek its actual out of pocket damages, as its sole and
exclusive remedy therefor (Buyer hereby waiving and covenanting not to assert any right to seek
or obtain any incidental, consequential, exemplary, punitive, or other money damages other than
actual damages); provided, however, that any breach of any representation or warranty of Seller
shall be governed by Section 7.2 through Section 7.4.
10.2 Default by Buyer. Subject to the terms of the balance of this Section 10.21 if Buyer
fails to perform when due any act required by this Agreement to be performed by Buyer on or prior
to the Closing Date, in the time and manner set forth in this Agreement, and provided Seller is not
then in default, Seller may (a) either waive the default and proceed with the Closing or, (b) if such
default is not cured after five (5) Business Days' notice to Buyer and Escrow Agent (subject to the
terms of the balance of this Section 10.2), as its sole and exclusive remedy, terminate this
Agreement and the Escrow, in which event Escrow Agent shall deliver to Seller the Deposit, as
consideration for acceptance of this Agreement, for taking Seller's interest in the Property off the
market, and as the parties' best estimate of Seller's damages resulting from Buyer's default, but not
as a penalty. THE FOREGOING PROVISIONS ARE BASED ON THE FACT THAT IN THE
EVENT OF BUYER'S BREACH AS PROVIDED ABOVE, SELLER WILL BE DAMAGED
AND WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES; BUT SUCH
DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN
FOR THE FOLLOWING REASONS: THE DAMAGES TO WHICH SELLER WOULD BE
ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE
BETWEEN THE ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE
CLOSING, WHICH WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY THAT
CAN VARY IN SIGNIFICANT AMOUNTS, AND THE PURCHASE PRICE FOR THE
PROPERTY AS SET FORTH IN THIS AGREEMENT; AND IT IS IMPOSSIBLE TO PREDICT
AS OF THE EFFECTIVE DATE WHETHER THE VALUE OF THE PROPERTY WILL
INCREASE OR DECREASE AS OF THE CLOSING IN THE TIME AND MANNER SET
FORTH IN THIS AGREEMENT. THEREFORE, IF BUYER DEFAULTS PRIOR TO CLOSING
AS PROVIDED ABOVE, AND THIS AGREEMENT IS TERMINATED AS PROVIDED
ABOVE, THE ESCROW SHALL BE CANCELED AND ESCROW AGENT SHALL DELIVER
16
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TO SELLER THE DEPOSIT, AS LIQUIDATED DAMAGES. THE RETENTION OF BUYER'S
DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE
REMEDY AGAINST BUYER IN ALL RESPECTS, EXCEPT AS PROVIDED IN SECTION 10.3
BELOW. THE LIQUIDATED DAMAGES ARE NOT INTENDED AS A PENALTY OR A
FORFEITURE UNDER CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369. EXCEPT AS
PROVIDED IN SECTION 10.3 BELOW, SELLER HEREBY WAIVES ALL OTHER CLAIMS,
DAMAGES AND OTHER REMEDIES, INCLUDING THE PROVISIONS OF CALIFORNIA
CIVIL CODE SECTIONS 3 8 , 3387 AND 338999 �$
Buyer Initial . Seller Initials:
10.3 Post-Termination/Closine Remedies. Nothing contained in this Section 10 shall
limit or prevent Seller from enforcing Buyer's indemnity or other obligations and liabilities and/or
Seller's associated rights that survive a termination of this Agreement.
11. BROKERS.
Each of Buyer and Seller hereby represents and warrants to and agrees with each other that
it has not had, and shall not have, any dealings with any thud party to whom the payment of any
broker's fee, finder's fee, commission, or other similar compensation (collectively, "Commission')
shall or may become due or payable in connection with the transaction contemplated hereby. Seller
shall indemnify, defend, protect, and hold Buyer harmless for, from, and against any and all Claims
incurred by Buyer by reason of any breach or inaccuracy of the representation, warranty, and
agreement of Seller contained in this Section. Buyer shall indemnify, defend, protect, and hold
Seller harmless for, from, and against any and all Claims incurred by Seller by reason of any breach
or inaccuracy of the representation, warranty, and agreement of Buyer contained in this Section.
The provisions of this Section shall survive the Closing (and shall not be merged into the Deed or
any other Closing documents) or the earlier termination of this Agreement. Buyer acknowledges
that principals, officers, employees, affiliates and/or agents of Seller may be licensed real estate
brokers and/or salespersons in the State of California.
12. NO JOINT VENTURE.
Nothing in this Agreement shall be deemed to constitute the creation of a joint venture or
partnership relationship between Seller and Buyer, nor shall any provision of this Agreement be
deemed to impose any duty or liability on either party with respect to third parties. Each party
acknowledges and agrees that the other party is not a joint venturer or partner of such party in
connection with the Property.
13. MISCELLANEOUS PROVISIONS.
13.1 Governing Law; Venue. This Agreement and the legal relations between the parties
hereto shall be governed by and construed and enforced in accordance with the laws of the State of
California, without regard to its principles of conflicts of law. Exclusive venue for any action
brought to interpret or enforce this Agreement shall be any applicable state or federal court located
in the County.
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13.2 Entire Agreement. This Agreement, including the exhibits attached hereto (each of
which is incorporated herein by this reference), constitutes the entire agreement between Buyer and
Seller pertaining to the subject matter hereof and supersedes all prior agreements, understandings,
letters of intent, term sheets, negotiations, and discussions, whether oral or written, of the parties,
and there are no warranties, representations, or other agreements, express or implied, made to either
party by the other party in connection with the subject matter hereof except as specifically set forth
herein or in the documents delivered pursuant hereto or in connection herewith.
13.3 Modification, Waiver. No supplement, modification, waiver, or termination of this
Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver
of any provision of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.
13.4 Notices. All notices, consents, requests, reports, demands, or other communications
hereunder (collectively, "Notices") to be given any party hereto and/or such party's agent or
representative shall be in writing and may be given personally, by registered or certified mail (return
receipt requested), by electronic mail (but only if an email is provided for such party and a copy of
such Notice is transmitted the same day by one of the other specified methods for giving notice),
by courier, or by FedEx (or other reputable overnight delivery service) for overnight delivery, at
the following addresses, or to such other address or such other person (in each instance, so long as
located in the United States of America) as the addressee party shall have last designated by Notice
to the other party and Escrow Agent:
To Seller: Meritage Homes of California, Inc.
5 Peters Canyon Road, Suite 310
Irvine, California 92606
Attention: Nick Emsiek
E-mail: Nicholas.Emsiek@meritagehomes.com
With A Required Copy To: Meritage Homes
18655 North Claret Drive, Suite 400
Scottsdale, AZ 85255
Attention: Mel Faraoni
E-mail: mel.faraoni@meritagehomes.com
and with an additional
required copy of any
notice of default, event of
default, breach, claim, or
demand to:
Meritage Homes Corporation
18655 North Claret Drive, Suite 400
Scottsdale, AZ 85255
Attention: General Counsel — THIS NOTICE MAY
REQUIRE IMMEDIATE ATTENTION
To Buyer: City of Redlands, a Municipal corporation
35 Cajon Street, Suite 2
PO Box 3005
Redlands, CA 92373
Attention: Mario Saucedo, Mayor
E-mail: jdonaldsonAcityofredlands.org
18
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Docusign Envelope ID: B40DlAB4-E4EA-47B7-80EB-C4B23FF2526A
With A Required Copy To: Best Best & Krieger, LLP
500 Capitol Mall Suite, 2500
Sacramento, CA 95814
Attention: Todd M. Gee
E-mail: Todd.gee@bbklaw.com
To Escrow Agent: First American Title Company
18500 Von Karman Avenue, Suite 600
Irvine, CA 92612
Attention: Jeanne Gould
Telephone: 949-885-2405
E-mail: jagould@firstam.com
Each Notice shall be deemed to have been delivered, given, and received for all purposes as of the
date so delivered, at the applicable address (so long as delivery is evidenced by the customary
courier or U.S. mail receipt, as applicable); provided that (a) Notices received on a day that is not
a Business Day shall be deemed received on the next Business Day and (b) Notices by electronic
mail shall be deemed delivered on the date sent to the e-mail of the intended recipient as set forth
in this Agreement (as evidenced by the senders "sent mail" mailbox and by the absence of an
immediate delivery failure message in the sender's "inbox"). Notice to a party shall not be effective
unless and until each required copy of such Notice specified above (or as the parties may from time
to time specify by notice in accordance with this Section) is given. The inability to deliver a Notice
because of a changed address of which no Notice was given, or any rejection or other refusal to
accept any Notice, shall be deemed to be the receipt of the Notice as of the date of such inability to
deliver or rejection or refusal to accept. Any telephone numbers set forth above are provided for
convenience only and shall not alter the manner of giving Notice set forth in this Section. Any
Notice to be given under this Agreement may be given by legal counsel for such party giving the
Notice. Notwithstanding the foregoing, if no email address is provided for a party, then the date
for delivery shall be extended by the number of days to effectuate alternate delivery of Notice so
long as the Notice was transmitted on the date due.
13.5 EMenses. Subject to the provision for payment of the Closing Costs in accordance
with the terms of Section 5.6 of this Agreement and to any other provision of this Agreement,
whether or not the transaction contemplated by this Agreement shall be consummated, all fees and
expenses incurred by any party hereto in connection with this Agreement shall be borne by such
party.
13.6 Severability. Any provision or part of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction,
be ineffective only to the extent of such invalidity and shall not affect the enforceability of the
remaining provisions hereof or the validity or enforceability of any such provision in any other
situation or in any other jurisdiction.
13.7 Successors and Assigns. All of the parties' rights, duties, benefits, liabilities, and
obligations under this Agreement shall inure to the benefit of, and be binding upon, their respective
successors and assigns; provided, however, that Buyer may not assign its rights or delegate its
19
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obligations hereunder without the prior written consent of Seller, which consent may be withheld
by Seller for any reason and at its sole discretion, and any attempt by Buyer to assign, transfer, or
encumber this Agreement shall be void and shall be a breach of this Agreement.
13.8 Headings. The Section and subsection headings of this Agreement are for
convenience of reference only and shall not be deemed to modify, explain, restrict, alter, or affect
the meaning or interpretation of any provision hereof.
13.9 Time of Essence. Time shall be of the essence with respect to all matters
contemplated by this Agreement.
13.10 Further Assurances. In addition to the actions recited herein and contemplated to be
performed, executed, and/or delivered by Seller and Buyer, Seller and Buyer agree to perform,
execute, and/or deliver or cause to be performed, executed, and/or delivered at the Closing or after
the Closing any and all such further acts, instruments, deeds, and assurances as may be reasonably
required to consummate the transaction contemplated hereby.
13.11 Construction. As used in this Agreement, the masculine, feminine, and neuter
gender and the singular or plural shall each be construed to include the other whenever the context
so requires. This Agreement shall be construed as a whole and in accordance with its fair meaning,
without regard to any presumption or rule of construction causing this Agreement or any part of it
to be construed against the party causing the Agreement to be written. The parties acknowledge
that each has had a full and fair opportunity to review the Agreement and to have it reviewed by
counsel. If any words or phrases in this Agreement have been stricken, whether or not replaced by
other words or phrases, this Agreement shall be construed (if otherwise clear and unambiguous) as
if the stricken matter never appeared and no inference shall be drawn from the former presence of
the stricken matters in this Agreement or from the fact that such matters were stricken.
13.12 Attorneys'. In the event that either party hereto brings an action or proceeding
against the other party to enforce or interpret any of the covenants, conditions, agreements, or
provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to
recover all costs and expenses of such action or proceeding, including, without limitation, attorneys'
fees, charges, disbursements, and the fees and costs of expert witnesses. If any party secures a
judgment in any such action or proceeding, then any costs and expenses (including, but not limited
to, attorneys' fees and costs) incurred by the prevailing party in enforcing such judgment, or any
costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the
prevailing party in any appeal from such judgment in connection with such appeal shall be
recoverable separately from and in addition to any other amount included in such judgment. The
preceding sentence is intended to be severable from the other provisions of this Agreement, and
shall survive and not be merged into any such judgment.
13.13 Business Days. As used herein, the term "Business Day" shall mean a day that is
not a Saturday, Sunday, or a day on which nationally chartered commercial banks in the State of
California are authorized or required by applicable law to close. In the event that the date for the
performance of any covenant or obligation under this Agreement shall fall on a day that is not a
Business Day, the date for performance thereof shall be extended to the next Business Day.
Similarly, if the day for the performance of any covenant or obligation under this Agreement
20
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involving Escrow Agent or the county recorder for the County shall fall on a Business Day on which
Escrow Agent or the county recorder, as applicable, is closed for business to the public, the date for
performance thereof shall be extended to the next Business Day on which Escrow Agent or the
county recorded, as applicable, is open for business to the public.
13.14 Counterparts; Electronic Transmission. This Agreement may be executed in as
many counterparts as may be deemed necessary and convenient, and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute one and the same instrument. The parties agree that they may reflect
and confirm their agreement to be bound hereby, and their execution and delivery of this
Agreement, by transmitting a signed copy hereof by facsimile or e-mail in .pdf to Escrow Agent,
the other party hereto, and to the persons entitled to copies of notices to such recipient pursuant to
this Agreement. Alternatively, they may fax or e-mail in .pdf to such persons only the signature
page of this Agreement and any pages that have been modified from the form of this Agreement
either (a) received by the faxing party from the other party or its attorneys, or (b) transmitted by the
faxing party (or its attorney) to the other party hereto (in either such circumstance, the "Original
Proposed Document"), which act shall constitute their representation and warranty that, except as
reflected in such transmission, the transmitting party has executed this Agreement without change
from the Original Proposed Document. The provisions of this Section with respect to e-mail shall
be applicable solely with respect to this Section and shall have no effect on the provisions of Section
13.4 of this Agreement with respect to all other Notices under this Agreement.
13.15 Non -Recordation of Agreement. Buyer and Seller agree that neither this Agreement
nor a copy of this Agreement nor any memorandum thereof may ever be filed of record without the
other party's prior written consent, which consent may be withheld for any.or no reason in such
party's sole and absolute discretion and any attempted recordation of this Agreement in violation
of the foregoing prohibition shall, at the option of the party who did not record this Agreement,
render this Agreement, or such portions of this Agreement as such party shall elect, to be null, void
and terminated. If either party violates the foregoing prohibition, the other party may avail itself of
any remedies available to it at law or in equity.
13.16 Condition Precedent. Notwithstanding any provision contained in this Agreement
to the contrary, Seller's obligations under this Agreement are contingent upon its receipt of the
approval of the Land Committee of Seller/Seller's ultimate parent entity ("Land Committee
Approval'). Land Committee Approval shall be evidenced, if at all, by written notice to Buyer and
Escrow Agent. If written notice of Land Committee Approval is not provided to Buyer and Escrow
Agent on or before the Due Diligence Termination Date, or if Seller delivers notice that the Land
Committee of Seller/Seller's ultimate parent entity has disapproved of this Agreement, then this
Agreement will automatically be terminated, in which event the Deposit shall be returned to Buyer
as provided in Section 3.3 above. No waiver of the condition set forth in this Section will be
implied, but will be expressed, if at all, only by written notice from Seller specifically waiving such
condition and confirming the approval of the Land Committee.
Remainder of this page intentionally left blank.
Signature page(s) follow(s).
21
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Agreement Date.
SELLER:
MERITAGE HOMES OF CALIFORNIA, INC.,
a California corporation
By: F�DocuSlgned by:
&kxs fAsit t
c o as Emsi ek
Name:
Its: Division President
Date: 1/21/2025 52025
BUYER:
CITY OF REDLANDS, a municipal corporation
organized in accordance with the laws of the State of
California
By:k_'�fL
Name: Mario Saucedo It
Its: Mayor
ATTEST:
Jeanne Donaldson, City Clerk
Date: ^' 2 �, 2025
SI
17942.00158\42286672.8
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Docuelgn Envelope V 84001AB4•E4EA-47137-OOEB•C4B23FF2626A
ESCROW AGENT:
The undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and
Joint Escrow Instructions, agrees to act as Escrow Agent under such agreement in strict accordance
with its terns, agrees to insert as the "Date of Opening of Escrow" below, the date this Agreement
was signed by both Seller and Buyer and received by Escrow Agent, and agrees to comply with the
applicable provisions of the Internal Revenue Code with respect to the transactions contemplated
hereby.
FIRST AMERICAN TITLE COMPANY
By: � ) /IsI6e 2--
Name: Jeanne Gould
Its: Senior Commercial Escrow OPfrcer
Date of Opening of Escrow:
s-2
17942.00158442286672.8
Docusign Envelope ID: B40DlAB4-E4EA-47B7-80EB-C4B23FF2526A
LIST OF EXHIBITS
EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY
EXHIBIT "B-I" PROPERTY MATERIALS
EXHIBIT "B-2" INSPECTION CONDITIONS
EXHIBIT "C" DEED
EXHIBIT "D" NON -FOREIGN CERTIFICATION
EXHIBIT "E" FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE
List of Exhibits — Page 1
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
THE LAND REFERRED TO MR81N BELOW 1S SITUATED IN TH13 CITY OF
2EDLANDS, COUNTY OF SAN BERNARDINO, STATE Of CALIFORNIA, AND IS
DESCRIBED AS FOLLOWS,
arcel A
Marcel 3 of Parcel Map 20185, In the City of Redlands, County of San Bernardino, State of
California, as per plat recorded in Boob 258 of Parcel Maps; pages 59 and 60, records of said
County,
arcel11
Parcel 4 of Parcel Map 20185, In the City of Redlands, County of San Bernardino, state of
California, as per plat recorded in Book 2$8 of Pnroel Maps, pages 59 and 60, records of said
County,
Excepting that portion; of Parcel 4 ofsaid Parcel Map 20185 described as follows.
BHOINNINO at the most northwesterly corner of said Parcel 4, said point also being the
southwest corner of Parcel 3 of said Parcel Map; tlrcttce easterly along the north line of said
Parcel 4, South 56020'00" Eas4 5,00 feet to the northwest corner of said Parcel 2 thence
southerly along the west line of said Parcel 2, South 33°411411' East, 115.25 feet to the southwest
oomer of sold Parcel 2; thence westerly along the westerly prolongation of the south litre of said
Parcel 2, South 56°20'00" 'west, 5,00 feet to the point on the west line of said Parcel 4; thence
northerly, along the west litre of said Parcel 4, North 33°41'41" West,119,25 feet to the POINT
OF 13BOINNING,
17942.00 t 58\42286672.8 Exhibit A —Page 1
Docusign Envelope ID: B40DlAB4-E4EA-47B7-80EB-C4B23FF2526A
EXHIBIT `B-1"
PROPERTY MATERIALS
Stock Certificate evidencing the RWC Shares
Exhibit B-1—Page 1
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EXHIBIT "B-2"
INSPECTION
Buyer may perform certain inspections and investigations of the Property, at Buyer's sole cost
and expense, subject to and upon the terms and conditions set forth in the Agreement and below.
1. Buyer will comply with (and shall cause its contractors, testing companies and all other
persons or entities performing any of the Inspections to comply with) all applicable laws and all
licenses, authorizations, clearances, permits, certifications, approvals and inspections applicable to the
Property.
2. Buyer shall cause all of its contractors, testing companies and all other persons or
entities performing any of the Inspections to maintain the following insurance:
(a) Worker's Compensation insurance covering all persons who are engaged in the
performance of any of the Inspections in the form and in such amounts as are prescribed by applicable
laws and Employer's Liability Coverage, in not less than the minimum amount required by law; and
(b) Commercial general liability insurance, including, without limitation, blanket
contractual and broad form property damage coverage, protecting against liability for bodily injury,
death, property damage and personal injury, written on an occurrence basis, with a combined single
limit of $2,000,000 and automotive liability insurance, including owned, non -owned, or rented
automotive equipment used in connection with the Inspections, having a combined single limit in an
amount not less than $1,000,000 per occurrence and in the aggregate.
3. All insurance described above shall be primary and non-contributory. Each insurance
policy: (i) shall be issued by an insurer licensed in the State of California to issue the coverage provided
by the policy; (ii) shall be issued by an insurer having an A.M. Best's rating (or its successor) of not
less than A-VIII; (iii) shall be for a term not less than the period commencing upon the Agreement
Date and expiring upon the Closing Date; and (iv) shall provide that the policy cannot be canceled as
to Seller, except after the insurer gives such party thirty (30) days prior written notice of cancellation
or ten (10) days prior written notice for non-payment. The insurance coverage described in this Exhibit
"B" shall insure with respect to the liabilities arising out of the Inspections and shall name the
Indemnified Parties as additional insureds.
4. Neither Buyer nor any of its contractors, testing companies or any other person or entity
performing any Inspections of the Property shall enter the Property nor commence (or permit to be
commenced) the Inspections (or any portion thereof) until a certificate or certificates of insurance
evidencing that the aforesaid insurance has been obtained and is in full force and effect has been
delivered to Seller and approved by Seller.
5. Upon completion of the Inspections, Buyer will cause all waste, materials, equipment,
debris, rubbish, tools, equipment and machinery introduced on the Property by Buyer or any of its
contractors, testing companies or by other persons or entities performing any of the Inspections to be
removed from the Property and shall leave the Property clean and restored to the condition existing
prior to the performance of the Inspections.
Exhibit B-2 —Page 1
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6. Buyer shall repair any damage to the Property or surrounding areas caused by or in
connection with the performance of the Inspections.
7. Seller shall not be responsible for, nor shall Seller maintain insurance coverage for, any
tools, equipment, or machinery brought onto the Property in connection with the Inspections.
8. In the event Buyer encounters on the Property material reasonably believed to be a
Hazardous Substance or Hazardous Materials, Buyer shall immediately stop conducting the
Inspections, verbally notify Seller, and, if requested by Seller in writing, report the condition to Seller
in writing.
Buyer acknowledges and agrees that the foregoing does not: (x) constitute a lease or license
of the Property or any portion thereof; (y) entitle Buyer to any compensation or reimbursement from
Seller in connection with any costs and expenses incurred in connection with the performance of
Buyer's Due Diligence Activities or the Inspections; or (z) constitute an agreement for the
development, joint venture, ground lease, sale or other transfer of the Property or an offer to enter into
any such relationship or transaction.
Exhibit B-2 — Page 2
17942.00158\42286672.9
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RECORDING REQUESTED BY:
First American Title Company
WHEN RECORDED MAIL TO:
City of Redlands
PO Box 3005
Redlands, CA 92373
Attention: City Clerk
EXHIBIT "C"
GRANT DEED
'the Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TAX $ ; CITY TRANSFER TAX
$ ; SURVEY MONUMENT FEE $
] computed on the consideration or full value of property conveyed, OR
] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale,
] unincorporated area; [ ] City of , and
Signature of Declarant
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, the undersigned, MERITAGE HOMES OF CALIFORNIA, INC., a
California corporation ("Grantor"), hereby grants to CITY OF REDLANDS, a municipal
corporation, the real property in the City of Redlands, County of San Bernardino, State of
California, described in Exhibit "A" attached hereto and incorporated herein by this reference,
together with all the tenements, hereditaments, easements and appurtenances, if any, thereto
belonging or in anywise appertaining;
SUBJECT TO all general and special taxes and other assessments; and all covenants,
conditions, restrictions, servitudes, liens, reservations, easements, rights -of -way, declarations,
encumbrances and other matters of record or to which reference is made in the public records; any
and all matters that an accurate survey and/or physical inspection of the property would reveal;
and zoning and other restrictions, reservations, prohibitions, regulations, and requirements
imposed by governmental authorities.
Signature pages follow.
17942.00158\42286672.8 Exhibit C — Page t
Docusign Envelope ID: B40D1AB4-E4EA-47B7-80EB-C4B23FF2526A
IN WITNESS WHEREOF, the Grantor has executed this grant deed as of this day
of , 20_
GRANTOR:
MERITAGE HOMES OF CALIFORNIA, INC., a
California corporation
in
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
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
COUNTY OF
On 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
slgnature(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.
Signature Affix appropriate seal above
17942.00158\42286672.8 Exhibit C — Page 2
Docusign Envelope ID: B40D1AB4-E4EA-47B7-80EB-C4B23FF2526A
FORM OF CERTIFICATE OF ACCEPTANCE
This is to Certify that the interest in real property conveyed by the Grant Deed dated
202, from Meritage Homes of California, a California corporation, to the City of Redlands, a
municipal corporation, is hereby accepted by the undersigned officer or agent on behalf of the City
Council of the City of Redlands pursuant to the authority conferred by Resolution No. 7893 of the City
Council of the City of Redlands adopted on July 17, 2018, and the grantee consents to recordation
thereof by its duly authorized officer.
Dated:
M
Name: Charles M. Duggan, Jr.
Title: City Manager
ATTEST:
Jeanne Donaldson, City Clerk
17942.00158\42286672.8 Exhibit C — Page 3
Docusign Envelope ID: B40Dl AB4-E4EA-47B7-80EB-C4B23FF2526A
EXHIBIT "A" TO DEED
Legal Description
THE LAND REFERRED `1'O REREIN BELOW IS SITUATED IN TIME CITY OF
REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS
]DESCRIBED AS FOLLOWS:
arcel A
Parcel 3 of parcel Map 201$5, in the City of Redlands, County of San Bernardino, State of
California, as per plat recorded in Book 258 of Parcel Maps; pages 59 and 60, records of said
County.
arcel 11
Parcel 4 of Parcel Map 201$5, In the City of Redlands, County of San Bernardino, State of
California, as per plat recorded in Book 2$$ of Pool Maps, pages $9 and 60, records of said
County.
Excepting that portion of Parcel 4 of said Paroel Map 201$5 described as follows:
BEGINNIN(f at the most northwesterly corner of said Parcel 4, said point also being the
southwest corner of Parcel 3 of said Parcel Map; thonce easterly along the north lino of said
Parcel 41 South 56112010011 .;ast, 5,00 feet to the northwest corner of said Parcel 2 thence
southerly along the west line of said parcel 2, South 33041141/1 Ess4119Z feet to the southwest
cornet of said Parcel 2; thence westerly along the Westerly prolongation of the south line of said
Parcel 2, South 56120'00" "West, 5.00 feet to the point on the west line of said Parcel 4; thence
northerly along the west line of said parcel 4. North 33041141" West,119.25 feet to the POINT
iI
17942.00159\42286672.8 Exhibit C — Page 4
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EXHIBIT "D"
CERTIFICATION OF NON -FOREIGN STATUS
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest
must withhold tax if the transferor is a foreign person. To inform [INSERT BUYER ENTITY], a
[ 1 ("Transferee'), that withholding of tax is not required upon the disposition of a
U.S. real property interest by MERITAGE HOMES OF CALIFORNIA, INC., a California
corporation ("Transferor'), the undersigned hereby certifies the following on behalf of Transferor:
1. Transferor is not a non-resident alien, foreign corporation, foreign partnership, foreign
trust, foreign estate, or other foreign person within the meaning of § 1445 and § 7701
of the Internal Revenue Code and the treasury regulations promulgated thereunder.
2. Transferor is not a disregarded entity as defined in § 1.1445-2(b)(2)(iii).
3. Transferor's U.S, taxpayer identification/social security number is:
4. Transferor's business address is:
Transferor understands that this certification may be disclosed to the Internal Revenue Service by
Transferee and that any false statement contained herein could be punished by fine, imprisonment,
or both.
Under penalties of perjury, 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 Transferor.
Dated this day of 202_.
MERITAGE HOMES OF CALIFORNIA, INC.,
a California corporation
Name:
Exhibit D - Page 1
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EXHIBIT "E"
FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE
STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
shares of common stock of
a corporation, standing in his/her name on the books of said
Corporation represented by Certificate Number , and does hereby irrevocably constitute and
appoint , to transfer said stock on the books of the within -named
Corporation with full power of substitution.
Dated:
Exhibit E — Page 1
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