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Colton Joint Unified School District-2006-08-1 Colton Joint Unified School District 1212 Valencia Drive • Colton, CA 92324-1798 • (909) 580-5000 ext. 6642 TRANSMITTAL DATE: January 25, 2006 TO: Mr. Thomas J. Schwab, City Manager City of Grand Terrace 22795 Barton Road Grand Terrace, CA 92313-5295 SUBJECT: School Site Purchase Agreement and Escrow Instructions TRANSMITTED: THE FOLLOWING: FOR: X Mail _ Copy Of Letter X Your Use Via Carrier X Contracts/Agreements As Requested _ Pick-Up _ Invoice(s) Approval Federal Express _ Change Order Review & Comment Certified Other Your Signature Fax Return w (_) Copies Enclosed is an original signed School Site Purchase Agreement and Escrow Instructions. If you have any questions or need any further information, please call the Facilities Department at (909) 580-5000 ext. 6642. By: (11 Chella Huntimer Administrative Assistant I SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE a public body, corporate and politic and COLTON JOINT UNIFIED SCHOOL DISTRICT a California public school district [Dated as of January 12, 2006 for reference purposes only] RVPUB\KRANDOLPH\689733.8 This SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement")is made and entered into this 12th day of January,2006 ("Effective Date")between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE, a public body,corporate and politic("Owner")and COLTON JOINT UNIFIED SCHOOL DISTRICT, a California public school district("District"),with reference to the facts set forth below. District and Owner are sometimes individually referred to herein as "Party" and collectively as"Parties." RECITALS A. The Owner is a public body,corporate and politic,with its principal place of business located at 22795 Barton Road,Grand Terrace,California,92313. Owner is the fee simple Owner of certain real property(the"Owner's Parcel"). Adjacent to the Owner's Parcel is other real property (the"City's Parcel") currently owned in fee simple by the City of Grand Terrace(the"City"). It is the intent of the Owner and the District that the Owner exercise reasonable good faith efforts to cause the City to convey the City's Parcel to the Owner at, or prior to, the Close of Escrow (hereinafter defined). B. As used herein,the term"Property"means,collectively,the Owner's Parcel and the City's Parcel. The Property contains approximately eight hundred seventy nine thousand four hundred seventy six(879,476)gross square feet,subject to adjustment to conform to the gross square footage described in the Survey (defined below) if the District elects to obtain the same. A legal description and site map of the Property is attached as Exhibit A and Exhibit A-1,respectively. C. The District is a California public school district withrits principal place of business located at 1212 Valencia Drive, Colton, California 92324-1798. D. District desires to acquire the Property for school purposes and Owner has agreed to convey the Property to District in accordance with the terms and provisions set forth below. A summary of certain of the financial and other provisions of this Agreement is attached hereto as Exhibit E. In the event of any discrepancy between the provisions of Exhibit E and the provisions of the main body of this Agreement,the provisions of the main body of this Agreement shall control. NOW THEREFORE,in consideration of the recitals set forth above,and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below. ARTICLE 1 DEFINED TERMS 1.1 Definitions. Unless the context otherwise requires,the terms defined in this Article, for all purposes of this Agreement,,or any supplemental Agreement,and for any certificate,opinion or any other document herein mentioned, shall have the meanings specified herein or where otherwise defined in this Agreement. All references herein to "Articles," "Sections," and other subdivisions are to the corresponding Articles, Sections and other subdivisions of this Agreement -1- RVPUB\KRANDOLPH\689733.8 and the word "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Articles, Sections, or subdivisions hereof. "ALTA Extended Coverage Title Policy" shall mean the American Land Title Association (ALTA)owner's extended coverage policy of title insurance,Form B(1970),which District may request in lieu of the ALTA Standard Title Policy,in accordance with the provisions of Section 5.1.2 of this Agreement. "ALTA Standard Title Policy"shall mean the ALTA owner's policy of title insurance with Western Regional Exceptions(ALTA Standard)to be issued by the Title Company upon the Close of Escrow pursuant to the terms of this Agreement. "Approval Date"is defined in Section 6.3. of this Agreement. "Business Day" shall mean any day other than a Saturday, Sunday or legal holiday in the State of California.Except as otherwise provided in this Agreement,if any date specified in this Agreement for commencement or expiration of time periods for termination or approvals or for notice occurs on a day other than a Business Day, then any such date shall be postponed to the following Business Day. "Cash" shall mean: (i) currency of the United States of America, (ii) cashier's check(s) currently dated and payable to Escrow Agent or Owner, as required under this Agreement, drawn and paid through a California banking or savings and loan institution, tendered to Escrow Agent or Owner,as required under this Agreement,one(1)additional Business Day before funds are required to be delivered under this Agreement,or(iii)an amount credited by wire transfer into Escrow Agent's or Owners' bank account, as required under this Agreement. "CDE" shall mean the California Department of Education. "City"shall mean the City of Grand Terrace, California. "City's Parcel"is defined in Recital A,of this Agreement. "Close of Escrow" shall mean the consummation of the transfer of the Property to District by Owner and the recordation of Owner's Grant Deed in accordance with this Agreement. "Closing Date" shall mean the date on which the Close of Escrow occurs as set forth in Section 3.2 of this Agreement. "Consent"is defined in Section 3.1 of this Agreement. "Deposit"is defined in Section 2.3 of this Agreement. "Effective Date" shall mean the date set forth on the first page of this Agreement. -2- RVPUB\KRANDOLPI-I\689733.8 ns. Unless the context otherwise requires,the terms defined in this Article, for all purposes of this Agreement,,or any supplemental Agreement,and for any certificate,opinion or any other document herein mentioned, shall have the meanings specified herein or where otherwise defined in this Agreement. All references herein to "Articles," "Sections," and other subdivisions are to the corresponding Articles, Sections and other subdivisions of this Agreement -1- RVPUB\KRANDOLPH\689733.8 "Endorsement"is defined in Section 5.1.2 of this Agreement. "Escrow" shall mean the escrow opened by Escrow Agent pursuant to the terms of this Agreement. "Escrow Agent"shall mean Chicago Title Company,560 East Hospitality Lane,California, 92408 or such other escrow company selected by Owner and District. "Governmental Agency"shall mean any local,county,state and/or federal governmental or quasi-governmental agency, authority or regulatory body and any public or private utility company having jurisdiction over the Property. "Grant Deed"is defined in Section 3.4.2 of this Agreement. "Hazardous Materials"shall mean any toxic or hazardous substance,material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations promulgated thereto: (1)any"hazardous substance"within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980,as amended("CERCLA")42 U.S.C. §9601,et semc.or the California Hazardous Substance Account Act, Cal.Health and Safety Code §25300 et seq. or the Porter-Cologne Water Quality Act, Cal. Water Code §13000 et seq. or the Hazardous Materials Transportation Act,49 U.S.C. §1801,et seq.;(2)any"hazardous waste"within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.; or(3) any other substance,chemical,waste,toxicant,pollutant or contaminate regulated by any federal,state or local law, statute, rule, regulation or ordinance for the protection of health or the environment, including,without limitation, any petroleum products or fractions thereof. "Opening of Escrow" shall mean the date Escrow Agent executes the Consent of Escrow Agent attached hereto,provided this Agreement has been executed by Owner and District. "Owner's Parcel"is defined in Recital A of this Agreement. "Permitted Exceptions"is defined in Section 5.1.2 of this Agreement. "Preliminary Report"is defined in Section 5.1.1 of this Agreement. "Property"is defined in Recital B of this Agreement. "Property Documents"shall mean the documents delivered by Owner to District pursuant to Section 4.1 of this Agreement,which documents are set forth in the attached Exhibit D. "Purchase Price" shall mean the total consideration to be paid by District to Owner for the transfer of the Property as set forth in Section 2 of this Agreement. -3- RVPUB\KRANDOLPH\689733.8 any supplemental Agreement,and for any certificate,opinion or any other document herein mentioned, shall have the meanings specified herein or where otherwise defined in this Agreement. All references herein to "Articles," "Sections," and other subdivisions are to the corresponding Articles, Sections and other subdivisions of this Agreement -1- RVPUB\KRANDOLPH\689733.8 "SAB" shall mean the State Allocation Board of the State of California. "School" shall mean the school to be constructed on the Property. "Subdivision Map Act"means California Government Code Section 66410 et seq. "Supplemental Report"is defined in Section 5.1.1 of this Agreement. "Survey"is defined in Section 5.1.1 of this Agreement. "Title Company" shall mean Chicago Title Company, 560 East Hospitality Lane, San Bernardino, California, 92408, or such other title company selected by Owner and District. "Title Policy"shall mean the ALTA Standard or Extended Coverage Title Policy to be issued by the Title Company in accordance with Section 5.1.2 of this Agreement. "Title Review"is defined in Section 5.1.1 of this Agreement. 1.2 Exhibits. Exhibit A Legal Description of Owner's Parcel Exhibit A-1 Site Map Exhibit B Grant Deed Exhibit C Certificate of Non-Foreign Status Exhibit D Property Documents Exhibit E Summary of Certain Relevant Financial Provisions of this Agreement ARTICLE 2 PURCHASE PRICE AND PAYMENT 2.1 Agreement To Convey. Owner hereby agrees to sell and convey to District and District hereby agrees to purchase and accept from Owner, in accordance with, and subject to,the terms and conditions set forth in this Agreement,all of Owner's right,title and interest in and to the Property including,without limitation, all right,title and interest of Owner in and to the following: all applicable improvements,utility rights,licenses and permits,abutter's rights and easements. The foregoing notwithstanding, the estate conveyed to the District shall exclude the right to extract groundwater from beneath the Property,which right shall be reserved to the Owner by appropriate reservation in the Grant Deed. 2.2 Purchase Price. The Purchase Price for the Property shall be the product of Two Dollars and Ninety Cents ($2.90) multiplied by the gross square footage of the Property, as established by the Survey, or, if the District does not elect to prepare a Survey, as established in Recital B, and shall be paid as follows: -4- RVPUB\KRANDOLPH\689733.8 Agreement. "Property Documents"shall mean the documents delivered by Owner to District pursuant to Section 4.1 of this Agreement,which documents are set forth in the attached Exhibit D. "Purchase Price" shall mean the total consideration to be paid by District to Owner for the transfer of the Property as set forth in Section 2 of this Agreement. -3- RVPUB\KRANDOLPH\689733.8 any supplemental Agreement,and for any certificate,opinion or any other document herein mentioned, shall have the meanings specified herein or where otherwise defined in this Agreement. All references herein to "Articles," "Sections," and other subdivisions are to the corresponding Articles, Sections and other subdivisions of this Agreement -1- RVPUB\KRANDOLPH\689733.8 2.2.1 Credit for Deposit.District will receive a credit against the Purchase Price in the amount of the Additional Deposit, as described in Section 2.3 below. 2.2.2 Balance of Purchase Price. The balance of the Purchase Price shall be payable in cash at Close of Escrow. 2.3 Deposits and Releases. (a) Prior to the execution of this Agreement,District paid to Owner the total sum of One Hundred Sixty Thousand Dollars ($160,000) pursuant to the terms of that certain agreement entitled"Memorandum Of Understanding(Grand Terrace High School Site)"dated as of November 18, 2004, as subsequently amended ("Prior Deposit"). Within ten (10) days from the opening of Escrow,the District will deposit with Escrow Holder the additional sum of One Hundred Thousand Dollars ($100,000) as an additional deposit(the"Additional Deposit"). The Prior Deposit and the Additional Deposit are hereinafter collectively referred to as the"Deposit." The Additional Deposit (but not the Initial Deposit)shall be applicable to the Purchase Price at the Close of Escrow or shall be paid to the Owner as liquidated damages pursuant to Section 2.4 hereof. If this Agreement and the Escrow are terminated prior to the Close of Escrow due to the Owner's default,the District shall have the remedies as set forth in Section 2.5. (b) If District elects to proceed with this transaction on or before the Approval Date or any extension thereof as provided below,whichever is later,or is deemed to have elected to proceed with this transaction by failing to send written notice of disapproval on or before 5:00 p.m. ,on the Approval Date or any extension thereof as provided below,whichever is later,or is deemed to have elected to proceed with this transaction by failing to send written notice of disapproval on or before 5:00 p.m. on the Approval Date(as the same may be extended),but thereafter defaults in its obligation to purchase the Property, the Deposit will be retained by Owner and shall constitute liquidated damages as set forth in Section 2.4 below. (c) Except as may be otherwise provided by Section 5.5(b),if this Agreement and the Escrow are terminated prior to the Close of Escrow for any reason other than a Party's default, then the Additional Deposit (but not the Prior Deposit) shall be returned to the District, with accumulated interest. 2.4 Owner's Liquidated Damages for Breach of District's Obligation to Purchase. IN THE EVENT THROUGH NO FAULT OF OWNER DISTRICT DEFAULTS UNDER THIS AGREEMENT BY FAILING OR REFUSING TO CLOSE ESCROW PURSUANT TO THE TERMS HEREOF,OWNER WILL BE ENTITLED TO RETAIN THE DEPOSIT. OWNER AND DISTRICT HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO OWNER OCCURRING IN THE EVENT OF DISTRICT'S DEFAULT UNDER THIS AGREEMENT. THE PARTIES HEREBY AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES IS AN AMOUNT EQUAL TO THE DEPOSIT AND IN THE EVENT OF DISTRICT'S DEFAULT UNDER THIS AGREEMENT, SUCH AMOUNT SHALL BE DEEMED FULLY AGREED LIQUIDATED DAMAGES, ALL -5- RVPUB\KRANDOLPH\689733.8 OTHER REMEDIES HEREIN AND OTHERWISE AVAIL• :LE AT LAW OR IN EQUITY BEING EXPRESSLY ED BY OWNER. 4 ll Owner's Initials Dis ric i;als 2.5 District's Remedies for Breach of Owner's Obliga ion to Convey. If Owner breaches any obligation hereunder which is to be performed by Owner prior to the Close of Escrow,including, without implied limitation,if Owner fails to convey the Property in accordance with the terms of this Agreement,then District may,in its sole discretion,elect one of the following as its remedy for such breach: 2.5.1 Specific Performance. District may commence an action against Owner for specific performance in any court of competent jurisdiction to compel Owner to perform such obligation in accordance with Civil Code Section 3384, et seq. 2.5.2 Termination. The District may terminate the Escrow and this Agreement by written notice to Owner and Escrow Agent and shall be entitled to receive a return of its Deposit (inclusive of the Prior Deposit and the Additional Deposit) and all accumulated interest and may institute in any court of competent jurisdiction an action against Owner to recover damages in accordance with Civil Code Section 3354. ARTICLE 3 ESCROW AND DELIVERY OF DOCUMENTS 3.1 Opening of Escrow. Promptly after execution of this Agreement,District and Owner shall open Escrow by depositing with Escrow Agent a fully executed original of this Agreement for use as escrow instructions and Escrow Agent shall execute the Consent of Escrow Agent("Consent") which appears at the end of this Agreement and deliver a fully executed Consent to District and Owner. District and Owner agree to promptly execute and deliver to Escrow Agent any separate or additional escrow instructions customarily used by Escrow Agent for similar transactions, but no provision in any separate or additional instructions shall modify or amend provisions of this Agreement unless expressly set forth in a mutual consent by District and Owner. If Escrow Agent requires separate or additional instructions,the Parties agree to make any deletions,substitutions and additions as the Parties shall mutually approve and which do not materially alter the terms of this Agreement. 3.2 Closing Date. Provided all conditions to the Close of Escrow have been satisfied or waived by the benefited Party,Escrow shall close on or before ninety(90)days from the Opening of Escrow ("Closing Date"), unless extended by District in its unilateral discretion for an additional thirty(30) days, or unless extended by agreement of the Parties. 3.3 District's Deliveries. District shall,at least one(1)Business Day prior to the Close of Escrow(unless required to be delivered at an earlier date under the terms of this Agreement),deliver to Escrow Agent each of the following: -6- RVPUB\KRANDOLPH\689733.8 E DEPOSIT AND IN THE EVENT OF DISTRICT'S DEFAULT UNDER THIS AGREEMENT, SUCH AMOUNT SHALL BE DEEMED FULLY AGREED LIQUIDATED DAMAGES, ALL -5- RVPUB\KRANDOLPH\689733.8 3.3.1 Purchase Price. Cash in the amount of the Purchase Price,less the Additional Deposit. 3.3.2 Documents. A fully executed Acceptance of the Grant Deed in the form included with the Grant Deed attached hereto as Exhibit B and incorporated herein and an executed and certified resolution of the Board of Education of the District authorizing acceptance of the Property pursuant to the Grant Deed. 3.3.3 Prorations, Fees and Costs. The amount, if any, required of District under Article 8 and any other amounts payable upon the Close of Escrow under any other provisions of this Agreement. 3.3.4 Special Obligations Documents. Fully-executed and,if necessary,notarized, documents required to implement the special obligations of the Parties as described in Section 6.9. 3.4 Owner's Deliveries. Owner shall,at least one(1)Business Day prior to the Close of Escrow(unless required to be delivered at an earlier date under the terms of this Agreement),deliver to Escrow Agent each of the following: 3.4.1 Certificate of Non-Foreign Status. A fully executed Certificate of Non- Foreign Status certifying that Owner is a non-foreign person in the form attached hereto as Exhibit C .and incorporated herein("Certificate of Non-Foreign Status"). 3.4.2 The Grant Deed. Prior to the Close of Escrow, Owner shall execute, acknowledge and deposit into Escrow a grant deed conveying the Property to District in the form attached hereto as Exhibit B and incorporated herein ("Grant Deed"). 3.4.3 Certification of Representations and Warranties. The certification by Owner certifying the truth and accuracy in all material respects as of the Close of Escrow of each of the representations and warranties set forth in Article 7. 3.4.4 Prorations, Fees and Costs. The amount, if any, required of Owner under Article 8 and any other amounts payable upon the Close of Escrow under any other provisions of this Agreement. 3.4.5 'Special Obligations Documents. Fully-executed and,if necessary,notarized, documents required to implement the special obligations of the Parties as described in Section 6.9. 3.5 Close of Escrow. Escrow Agent shall close the Escrow on the Closing Date by (i)recording in the Official Records of San Bernardino County the Grant Deed and such other documents as may be necessary to procure the Title Policy and satisfy the terms and conditions of this Agreement and(ii)delivering funds and documents as set forth in Article 9 WHEN AND ONLY WHEN each of the conditions set forth below has been satisfied. -7- RVPUB\KRANDOLPH\689733.8 the Parties. 3.3 District's Deliveries. District shall,at least one(1)Business Day prior to the Close of Escrow(unless required to be delivered at an earlier date under the terms of this Agreement),deliver to Escrow Agent each of the following: -6- RVPUB\KRANDOLPH\689733.8 E DEPOSIT AND IN THE EVENT OF DISTRICT'S DEFAULT UNDER THIS AGREEMENT, SUCH AMOUNT SHALL BE DEEMED FULLY AGREED LIQUIDATED DAMAGES, ALL -5- RVPUB\KRANDOLPH\689733.8 3.5.1 Funds and Documents. All funds and documents required pursuant to Article 3 have been delivered to Escrow Agent. 3.5.2 Satisfaction of Conditions Precedent. Each of the conditions precedent set forth in Article 5 has been,or upon the Close of Escrow shall be,satisfied as provided for in Article 5. ARTICLE 4 PROPERTY DOCUMENTS AND MATERIAL DISCLOSURES 4.1 Delivery of Property Documents. Owner agrees to provide to District,within ten(10) Business Days following the Effective Date,the documents and information described on Exhibit D attached hereto and incorporated herein ("Property Documents"), to the extent that such Property Documents exist and are in Owner's possession or under its control; provided, however, that with respect to any such Property Documents prepared by third parties, Owner makes no warranty or representation to District regarding the accuracy or completeness of the information contained therein. 4.2 Additional Documents. Owner agrees to provide to District any additional similar documents relating to the Property that Owner obtains prior to the Closing Date. In addition,to the extent that Owner may have such documents and at no expense to Owner,Owner agrees to cooperate with District to provide documents relating to the Property that may be required by the CDE,SAB or other Governmental Agencies in connection with the approval of the Property as a school site. 4.3 Natural Hazard Disclosure Statement. Owner will provide to District within fifteen (15) days after the Effective Date a Natural Hazard Disclosure Statement. ARTICLE 5 CONDITIONS PRECEDENT TO CLOSE OF ESCROW 5.1 Conditions Precedent for Benefit of District. This Agreement and the obligations of District hereunder shall be subject to satisfaction or waiver in writing by District of all the conditions precedent set forth below. 5.1.1 Review of Preliminary Report. Within fifteen(15) days after the Effective Date or as soon as reasonably possible,Owner will provide District with a preliminary title report for the Property issued by the Title Company,together with legible copies of all recorded documents and plotted easements described in the preliminary title report(collectively"Preliminary Report"). If for any reason the Title Company shall issue a supplemental preliminary title report ("Supplemental Report"),the District shall have the right to review and approve such items.District shall provide to the Title Company, at District's sole cost and expense, an ALTA survey("Survey") sufficient to permit the Title Company to issue an ALTA Extended Coverage Title Policy and to determine the gross square footage of the Property for the purposes of establishing the Purchase Price for the Property. -8- RVPUB\KRANDOLPH\689733.8 owing: -6- RVPUB\KRANDOLPH\689733.8 E DEPOSIT AND IN THE EVENT OF DISTRICT'S DEFAULT UNDER THIS AGREEMENT, SUCH AMOUNT SHALL BE DEEMED FULLY AGREED LIQUIDATED DAMAGES, ALL -5- RVPUB\KRANDOLPH\689733.8 District shall be entitled to review and approve or disapprove the Preliminary Report and any Supplemental Report(s).District shall deliver notice("Title Review Notice")of approval or disapproval of matters other than the Permitted Exceptions (as defined in Section 5.1.2 below), within thirty (30) days after receipt of the Preliminary Report, or, in the case of a Supplemental Report, within fifteen (15) days following District's receipt of the Supplemental Report, which approval or disapproval shall be in District's sole discretion. Such Title Review Notice may also specify any endorsements District requests the Title Company to issue to place title in a condition acceptable to District. If District delivers notice of disapproval, Owner may deliver notice of its election to cure the disapproved items within ten (10) days following receipt of District's notice. Notwithstanding the foregoing, Owner shall be required to remove(a)any monetary liens of record (other than the lien for non-delinquent general taxes,special taxes or assessments)and(b)any other liens or encumbrances created by Owner after the Effective Date without first obtaining District's approval.If Owner fails to deliver a notice of intent to cure, Owner shall be deemed to have elected not to cure the disapproved item. If Owner elects not to cure the disapproved item or if the Title Company refuses to issue a requested endorsement,then District shall have fifteen(15)days after the delivery of Owner's notice of election not to cure the disapproved item to either waive its prior disapproval or terminate this Agreement. If District delivers notice of its election to terminate this Agreement, or fails to deliver any written notice, this Agreement shall terminate, the Additional Deposit(but not the Prior Deposit)shall immediately be returned to the District,and each Party shall thereafter be released from its obligations under this Agreement, except those which specifically state that they will survive the termination of this Agreement. 5.1.2 Title Policy. Escrow Agent shall be unconditionally committed to procure from the Title Company, at Owner's expense, the ALTA Standard Coverage Title Policy for the Property with a liability limit in the amount of the Purchase Price and insuring fee title vested in District with endorsements to the Title Policy to be paid by District (i) to provide District with assurance that policy limits will be increased,upon payment of an additional premium by District,to reflect the value of any School related improvements constructed on the Property, (ii) an endorsement assuring the District that the Property abuts a public right-of-way or has access to a public right-of-way, and (iii) such other endorsements as District may reasonably request (collectively, the "Endorsements"). Owner shall deliver title to, and District shall take title to the Property subject only to the following "Permitted Exceptions": (a) any matters set forth in the printed form portion of such title policy;(b)any items caused or permitted to be placed of record by District as of the Close of Escrow; (c) any other liens, easements, encumbrances, covenants, conditions and restrictions of record approved or waived by District or authorized pursuant to Section 5.1. 1 above, and (d) any easements or other matters described in Section 6.9 of this Agreement. If District requires an ALTA Extended Coverage Title Policy, or a binder in lieu of a policy of title insurance,then Owner shall pay only the cost of the ALTA Standard Coverage Title Policy and District shall pay all additional costs of obtaining the ALTA Extended Coverage Title Policy or binder including, without limitation, any Survey costs. 5.1.3 No Material Adverse Change in Property. There shall not have occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 Documents or any change which would make any portion of this Agreement, including, without limitation,the representations,warranties,covenants and agreements contained in Article 7,untrue or materially misleading. 5.1.4 Owner's Performance, Representations and Warranties. Owner shall have duly performed each and every material undertaking, covenant and agreement required to be performed by it hereunder prior to the Close of Escrow and Owner's representations and warranties to District set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date. 5.1.5 Investigation of the Property—Ability to Use Property for A High School. District shall have approved or be deemed to have approved the Feasibility Matters as described in Section 6.3.1. 5.1.6 Termination of Preexisting Tenancies. Owner currently leases a portion of the Property for agricultural uses. Owner shall, at its sole cost,terminate such tenancies and cause the relocation of the tenants, and any facilities, fixtures or equipment belonging to such tenants, on or before the Close of Escrow. 5.1.7 Acquisition of City's Parcel. Owner shall have completed its acquisition of the City's Parcel at, or prior to,the Close of Escrow. 5.1.8 Deposit of Documents. Owner shall have deposited into Escrow the documents described in Section 3.4 of this Agreement. 5.2 Conditions Precedent for Benefit of Owner. This Agreement and the obligations of Owner hereunder shall be subject to satisfaction or waiver in writing by Owner of the conditions precedent set forth below. 5.2.1 District's Performance,Representations and Warranties. District shall have duly performed each and every material undertaking, covenant and agreement required to be performed by it hereunder prior to the Close of Escrow and District's representations and warranties to Owner set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date. 5.2.2 Acquisition of Owner's Parcel. City shall have completed its acquisition of the Owner's Parcel at, or prior to, the Close of Escrow. 5.2.3 Deposit of Documents and Funds. District shall have deposited into Escrow the documents and funds described in Sections 3.3 of this Agreement. 5.3 Failure of Conditions Precedent. (a) In the event that the conditions precedent set forth above are neither satisfied nor waived by the Party for whose benefit the condition was made, by the Closing Date or, if -10- RVPUB\KRANDOLPH\689733.8 endorsement assuring the District that the Property abuts a public right-of-way or has access to a public right-of-way, and (iii) such other endorsements as District may reasonably request (collectively, the "Endorsements"). Owner shall deliver title to, and District shall take title to the Property subject only to the following "Permitted Exceptions": (a) any matters set forth in the printed form portion of such title policy;(b)any items caused or permitted to be placed of record by District as of the Close of Escrow; (c) any other liens, easements, encumbrances, covenants, conditions and restrictions of record approved or waived by District or authorized pursuant to Section 5.1. 1 above, and (d) any easements or other matters described in Section 6.9 of this Agreement. If District requires an ALTA Extended Coverage Title Policy, or a binder in lieu of a policy of title insurance,then Owner shall pay only the cost of the ALTA Standard Coverage Title Policy and District shall pay all additional costs of obtaining the ALTA Extended Coverage Title Policy or binder including, without limitation, any Survey costs. 5.1.3 No Material Adverse Change in Property. There shall not have occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 specified above, an earlier date, any Party who is not then in default hereunder,may terminate the Escrow and this Agreement by giving a written notice of termination to the other Party and Escrow Agent, which written notice shall specify the reason for such termination. This Agreement shall terminate ten (10) Business Days after delivery of any such termination notice unless the non- terminating Party satisfies the remaining conditions within such ten(10)Business Day period. (b) Anything in this Agreement to the contrary notwithstanding, including (without implied limitation) Section 2.3(c), if this Agreement and the Escrow are terminated as a result in whole or in part of the failure of the condition set forth in either Section 5.1.7 or 5.2.2,the District shall,in addition to any other remedies available to it,be entitled to a return of the entirety of the Deposit,inclusive of the Prior Deposit and the Additional Deposit,and all accumulated interest. ARTICLE 6 COVENANTS AND AGREEMENTS 6.1 No Concern. Escrow Agent shall have no concern with,liability or responsibility for, this Article. 6.2 Cooperation. District and Owner acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to complete the acquisition of the Property as provided herein.Both District and Owner hereby agree to cooperate with each other by executing such other documents or taking such other action as may be reasonably necessary, at no additional cost,to complete this transaction in accordance with the intent of the Parties as evidenced in this Agreement. 6.3 District's Due Diligence Approval Period. 6.3.1 Approval Date.District shall have until the sixtieth(60th)day from Opening of Escrow(the"Approval Date")to review and approve the condition of the Property and to review all matters affecting the suitability of the Property for District's use,including,without limitation,any governmental land use regulations, zoning ordinances, and the physical condition of the Property including Hazardous Materials,environmental,radon gas,geotechnical and soils assessments and the availability of all School Site Approvals, as defined below(collectively,the"Feasibility Matters"), and to approve or disapprove(in the District's sole and absolute discretion)the Feasibility Matters and give Owner and Escrow Agent written notice thereof. District shall be solely responsible for any and all costs incurred by District in connection with its review and/or investigations of the Property and Feasibility Matters. "School Site Approvals"means all approvals necessary to determine that the Property can be used immediately as a high school site under all applicable federal, state and local laws, rules and regulations which shall include, but not be limited to, those required by the California Department of Education, the Department of Toxic Substances Control, the California Environmental Quality Act("CEQA"),the California Education Code,the California Government Code, applicable state regulations, as well as all other approvals required by law to utilize the Property as a high school site. Without limitation due to enumeration, an express condition -11- RVPUB\KRANDOLPH\689733.8 , and (d) any easements or other matters described in Section 6.9 of this Agreement. If District requires an ALTA Extended Coverage Title Policy, or a binder in lieu of a policy of title insurance,then Owner shall pay only the cost of the ALTA Standard Coverage Title Policy and District shall pay all additional costs of obtaining the ALTA Extended Coverage Title Policy or binder including, without limitation, any Survey costs. 5.1.3 No Material Adverse Change in Property. There shall not have occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 precedent to close of escrow is approval of this site by the California Department of Education, Department of Toxic Substances Control(including a determination that the site is free of hazardous materials)and completion of any additional property acquisitions necessary to allow the property to be used as a school site by the District for a high school. In addition, the Property must be free of any Indian artifacts. Owner and the District acknowledge that District will have not completed the preparation and certification of its environmental impact report required pursuant to CEQA before the Close of Escrow. Accordingly, wherever any obligation of either District or Owner is conditioned upon completion by the District of any environmental review required under CEQA, it shall be read and understood to mean the District's determination that the applicable action is not subject to current CEQA compliance pursuant to State CEQA Guidelines Section 15004(b)(2)(A). If District fails to send written notice to Owner on or before 5:00 p.m.PST on the Approval Date,District shall be deemed to have approved the condition of the Property. In the event District disapproves of the condition of the Property, District shall notify Owner in writing of such disapproval and Owner shall have fifteen(15)days after receipt of District's notice to notify District in writing if it will cure such disapproved condition. In the event Owner does not provide District with such notice or does not or cannot cure such condition and District does not waive such condition, this Agreement and the Escrow shall terminate on the first Business Day following the expiration of the fifteen(15)day period and the Additional Deposit(but not the Prior Deposit)shall be returned to District. 6.3.2 Entry Upon Property. At any time prior to the Close of Escrow, upon reasonable advance notice, District and District's agents, contractors, employees, and consultants shall have the right to enter the Property to conduct tests, investigations and inspections deemed necessary by District (collectively, "Investigations"). The Investigations may include, without limitation surveying the Property, soils and engineering tests, Hazardous Materials studies, investigations concerning the availability of the development approvals required from Governmental Agencies for District's proposed development of the Property,the imposition or increase of any fees, charges or exactions by any Governmental Agencies and such other matters as District deems appropriate. District shall indemnify, protect, defend (with legal counsel reasonably acceptable to Owner) and hold Owner and Owner's employees,managers,members, affiliates, general partners, directors, officers, shareholders, agents and representatives harmless from any and all claims, actions,costs,expenses(including attorneys'fees),liens,damages and liabilities relating to District's or its agents', contractors', employees' or consultants' entry onto the Property and shall repair any material damage to the Property resulting or arising from any Investigation.District's covenants in this Section 6.3 shall survive the termination of this Agreement or the Close of Escrow and shall be binding upon District until such time as an action against Owner is absolutely barred by the applicable statute of limitations. 6.4 Cooperation by Owner. Owner covenants and agrees that Owner will cooperate with District in connection with the processing by District of any entitlements deemed necessary by District for the development of the Property subject to Owner's prior review and approval of such -12- RVPUB\KRANDOLPI\689733.8 vey costs. 5.1.3 No Material Adverse Change in Property. There shall not have occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 entitlements. Owner acknowledges that such cooperation is a material inducement to District's agreement to enter into this Agreement and that such cooperation shall include whatever actions may be reasonably necessary or helpful to enable District to process its entitlements. The Parties acknowledge that the intent of this provision is that Owner will cooperate with District provided that such cooperation shall be at the sole cost and expense of District. Owner will provide to District concurrent with its execution of this Agreement a letter authorizing District to apply for entitlements with respect to the Property, which letter may be used by District as evidence of Owner's authorization in District's dealings with entities and agencies from which such entitlements will be obtained. 6.5 Additional Escrow Instructions. District and Owner covenant and agree that they will execute any additional escrow instructions not inconsistent with the terms of this Agreement as shall be reasonably required by Escrow Agent. 6.6 Assignment of Plans and Reports. If Escrow fails to close for any reason, then District shall promptly return to Owner the Property Documents and all other documents delivered to District by Owner. 6.7 Payment of Fees. District shall be responsible for all costs, fees, assessments, charges, exactions and dedications relating to District's development of the Property for school purposes and Owner shall have no liability for such costs and fees. 6.8 Payment of Property Taxes. If Owner is required to pay any County general taxes ("Property Taxes")due with respect to the Property for any period after Close of Escrow,then Owner shall pursue and receive the refund thereof from County. All nondelinquent annual assessment installments of Property Taxes levied for the fiscal year in which the Close of Escrow occurs shall be prorated as of the Closing Date.This is an obligation extending after Close of Escrow. Owner shall be solely responsible for obtaining the refund of such Property Taxes.Within ten(10)Business Days following the Close of Escrow,District shall provide the notice of acquisition to the County Assessor and County Auditor pursuant to Revenue and Taxation Code Section 5082.1 and the notice that the Property will become exempt pursuant to Revenue&Taxation Code Section 5091. 6.9 Special Obligations of the Parties. In addition to all other matters and obligations set forth and described herein as conditions precedent to the Close of Escrow,the satisfaction or written waiver by the Party for whose benefit the condition exists of the following obligations shall be additional conditions precedent to the Close of Escrow. 6.9.1 Water Line Relocation. The Parties acknowledge that the City of Riverside owns and maintains water distribution pipelines and related facilities that transverse a portion of the Property as well as property located to the north of the Property which is owned by the City and/or the Owner. Prior and as a condition to the Close of Escrow, the Owner and the District shall negotiate in good faith and execute a reimbursement agreement providing for,among other matters, their respective contributions to the cost of the relocation of the water line and related facilities. The exact terms and conditions of the Parties' respective obligations shall be as set forth in the reimbursement agreement, but, at a minimum, shall provide that Owner and/or the City shall -13- RVPUB\KRANDOLPH\689733.8 of any entitlements deemed necessary by District for the development of the Property subject to Owner's prior review and approval of such -12- RVPUB\KRANDOLPI\689733.8 vey costs. 5.1.3 No Material Adverse Change in Property. There shall not have occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 undertake responsibility(subject to the District's reimbursement obligation to be established in the reimbursement agreement) for obtaining all approvals for and completing the relocation project, which cost is estimated to be not more than $1.5 million. Further, the reimbursement agreement shall provide for the District's reimbursement to the City and/or Owner of the District's prorated portion of the costs of such relocation,which prorated portion shall be more specifically set forth in the reimbursement agreement but,as of the date of this Agreement,is estimated to be approximately forty percent (40%). 6.9.2 Pico Street Abandonment. The District acknowledges that a portion of the Property (as depicted on the attached Exhibit A-1) is currently dedicated to the City as a public thoroughfare and right-of-way known as Pico Street. Owner agrees to use reasonable good faith efforts to cause the City to: (i) formally abandon and vacate pursuant to the California Streets and Highways Code that portion of Pico Street located within the boundaries of the Property, (ii) undertake and complete any other actions required in connection with such abandonment and vacation, including, without implied limitation, the preparation, processing and approval of any necessary amendments to the City's General Plan. Notwithstanding such vacation, District acknowledges the existence of certain public utilities located within Pico Street and further acknowledges that,as part of the abandonment and vacation proceedings,the City will reserve public utility easements in the Property for such existing public utilities. District agrees that such reserved easements shall constitute a "Permitted Exception" (as defined in Section 5.1.2) so long as such easements do not materially and adversely affect District's proposed use of the Property. District also agrees that although the City's abandonment of Pico Street is to be completed prior and as a condition to the Close of Escrow,the effective date of the abandonment shall be conditioned upon City's receipt from the District of thirty(30) days'prior written notice,which notice may be given when the District determines, in its reasonably exercised discretion, that closure of the abandoned portion of Pico Street is required to permit the construction of the high school. In addition to the reservations for the existing public utilities located within Pico Street,the City shall also reserve an easement in the Property for the benefit of the City providing for the construction and maintenance of storm drainage facilities, including catch basins and drainage pipes,to collect and divert away from the Property storm water flows. Installing, constructing and maintaining the storm drainage structures and pipes shall be at the sole cost and expense of the City and/or Owner. As part of the construction of the high school, the District shall, at its cost and expense,cause the construction of a cul-de-sac terminus for that unabandoned portion of Pico Street which abuts the Property boundary line. Such cul-de-sac shall be constructed in accordance with applicable City standards and specifications. 6.9.3 Pico Park Water Well. District acknowledges the current existence of a City- owned municipal water well located upon a portion of the Property. District further acknowledges that,in addition to the water rights reservation described in Section 2.1,Owner will reserve from the estate granted to District in the Property exclusive easements for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 appurtenances for the transmission of water from the water well to Owner's property located immediately north of the Property. The location and form of such reserved easements shall be subject to the reasonable review and approval of Owner and District prior to the Close of Escrow. 6.9.4 Pico Park Joint Use Agreement. The District acknowledges that a portion of the Property to be acquired by the District consists of approximately one-half(1/2)of a public park commonly known as Pico Park. As of the Close of Escrow, the District will have no immediate plans for the development of any school facilities or structures on that portion of the Property formerly a part of Pico Park. Accordingly,to assist the City in meeting its requirements under the open space element of its General Plan, and prior and as a condition to the Close of Escrow, the District and the City will negotiate in good faith and execute a joint use agreement providing for the shared use by the District and the City of that portion of the Property formerly a part of Pico Park. The exact terms and conditions of the City's and District's agreement as to the joint use of the former Pico Park site shall be set forth in the joint use agreement but, at a minimum,the Parties shall agree on shared maintenance costs and liability obligations. The joint use agreement shall also provide that it maybe terminated by the District upon one(1)year's prior written notice to the City following the District's good faith determination that that portion of the Property will be needed to accommodate reasonably anticipated future school facilities (including athletic fields) or structures. 6.9.5 North Boundary Fencing. Owner acknowledges that District intends to fence the boundary between the Property and Owner's property located immediately north of the Property with chain-link fencing per District's standard construction practices and specifications. Upon Owner's request, and at Owner's sole cost and expense,District agrees to allow Owner to replace such chain-link fencing with an alternate form of wall, reasonably acceptable to the District. If Owner notifies District that Owner wishes to exercise such right prior to the time that the District has become obligated to expend funds for the construction of the chain-link fencing,the District agrees to contribute to Owner,following completion of the alternate form of wall,the amount that District would have expended on construction of the chain-link fencing; provided, however, that Owner completes construction of the alternate form of wall prior to the date that the high school first opens to the public. In all other cases, Owner shall be solely responsible for the cost of removal of the chain-link fencing and construction of the alternate form of wall. ARTICLE 7 ACKNOWLEDGMENTS,REPRESENTATIONS AND WARRANTIES 7.1 Owner's Representations and Warranties. In addition to any other express agreements of Owner contained herein, the matters set forth in this Section constitute representations and warranties by Owner which shall be true and correct in all material respects as of the Close of Escrow(regardless of any investigations District shall have made with respect thereto prior to Close of Escrow). 7.1.1 Organization. Owner is a public body,corporate and politic,duly organized, validly existing and in good standing under the laws of the State of California,with full power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 7.1.2 Authority. The execution and delivery of this Agreement has been duly authorized and approved by all requisite actions of Owner and the consummation of the transactions contemplated hereby will be duly authorized and approved by all requisite actions of Owner,and,no other authorizations or approvals whether of Governmental Agencies or otherwise,will be necessary in order to enable Owner to enter into or to comply with the terms of this Agreement. 7.1.3 Binding Effect of Documents. Owner has delivered to District true and correct copies of the Property Documents and this Agreement and the other documents to be executed by Owner hereunder,upon execution and delivery thereof by Owner,will have been duly entered into by Owner,and will constitute legal,valid and binding obligations of Owner.Neither this Agreement nor anything required to be done under this Agreement violates or shall violate any contract,document,understanding,agreement or instrument to which Owner is a party or by which it is bound. 7.1.4 Hazardous Materials. To the best of Owner's knowledge,(1)Owner has not, during the period of Owner's ownership, placed any Hazardous Materials on the Property in violation of any Hazardous Material Laws, which would create any hazardous waste liability for District in connection with the Property, (2)prior to the date Owner acquired its interest in the Property, the Property did not contain Hazardous Materials in violation of applicable law and the Property does not now contain Hazardous Materials in violation of applicable law, and (3) Owner has not stored or caused to be stored upon the Property any Hazardous Materials in violation of Hazardous Materials Laws, and Owner has no actual knowledge or reason to know that any of Owner's predecessors-in-interest stored or caused to be stored any Hazardous Materials on the Property in violation of Hazardous Materials Laws. 7.1.5 Owner's Use Conforming. To the best of Owner's knowledge,(1)Owner's current ownership and maintenance of the Property is in conformance with all applicable laws, regulations, ordinances and codes, and Owner has no actual knowledge or reason to know of any alleged violation of any governmental law,regulation,ordinance or code applicable to the Property, and (2) Owner has not received, nor is aware of any notification from any Governmental Agency having jurisdiction over the Property,requiring any work to be done on or affecting the Property. 7.1.6 No Other Agreements. Except as disclosed in Section 5.1.6, there are no agreements(whether oral or written),affecting or relating to the right of any Party with respect to the possession of the Property, or any portion thereof, which are obligations which will affect the Property, or any portion thereof, subsequent to the recordation of the Grant Deed, except as otherwise agreed to in writing by District. 7.1.7 No Insolvency Proceedings. Owner has not(i)made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 7.1.8 Pending Transactions, Suits or Proceedings. To the best of Owner's knowledge,there are no transactions,suits,proceedings or investigations,pending or,to the best of Owner's knowledge, threatened against or affecting Owner or the Property, which would prevent Owner from meeting any of its obligations under this Agreement or which would materially and adversely affect the Property. 7.1.9 Documents True. All documents delivered by Owner to District pursuant to this Agreement are true, correct and complete copies of originals, and any and all information prepared by Owner or at Owner's direction and supplied to District is true, correct and complete. 7.1.10 Omissions and Misrepresentations. Neither the representations and warranties of Owner nor any other document or written information provided to District by or on behalf of Owner in connection with the transactions contemplated hereby contain any untrue statement of any material fact or omit to state any material fact necessary to make any such statement,warranty or representation not misleading. 7.2 District's Representation and Warranties. In addition to any other express agreements of District contained herein, the matters set forth in this Section constitute representations and warranties by District which shall be true and correct in all material respects as of the date of this Agreement and as of the Close of Escrow(regardless of any investigations Owner shall have made with respect thereto prior to the Close of Escrow). 7.2.1 Organization. District is a public body duly organized,validly existing and in • good standing under the laws of the State of California with full power to enter into this Agreement, and District is duly qualified to transact business in California. 7.2.2 Authority;Binding Effect of Documents. The execution and delivery of this Agreement has been duly authorized and approved by all requisite action and the consummation of the transactions contemplated hereby will be duly authorized and approved by all requisite actions of District, and except as set forth herein, no other authorizations or approvals, whether of Governmental Agencies or otherwise,will be necessary in order to enable District to comply with the terms of this Agreement,which constitute legal,valid and binding obligations of District. Neither this Agreement nor anything required to be done under this Agreement violates or shall violate any contract,document,understanding,agreement or instrument to which District is a party or by which it is bound. 7.3 Warranties Survive. Each of the warranties, covenants, representations and indemnities made by Owner and District in this Agreement shall survive the Close of Escrow or earlier termination of this Agreement. -17- RVPUB\KRANDOLPH\689733.8 istrict. 7.1.7 No Insolvency Proceedings. Owner has not(i)made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 ARTICLE 8 PRORATIONS, FEES AND COSTS 8.1 Prorations. Escrow Agent shall prorate between Owner and District, in cash, the amounts set forth below to the Close of Escrow. 8.1.1 Taxes. Subject to the provisions of Section 6.9 above, County general property taxes and assessments for the Property based on the latest information available to Escrow Agent. 8.1.2 Other Prorations. Any other items Owner and District mutually instruct Escrow Agent to prorate prior to the Close of Escrow,in accordance with the customary practice in San Bernardino County. 8.2 Thirty Day Month. All prorations and/or adjustments called for in this Agreement are to be made on the basis of a thirty(30)day month,unless otherwise specifically instructed in writing. 8.3 Fees and Costs. The District shall pay(i) one-half(1/2) of the Escrow Agent's fee, (ii) the excess fee for an ALTA extended coverage title policy and any endorsements required by District,and(iii)the cost of preparing the Survey. The Owner shall pay(i)the Escrow Agent's fee, (ii) the fee for the ALTA standard title policy for the Property and any endorsements required to place title to the Property in the condition required by this Agreement, and (iii) no documentary transfer tax will be payable with respect to this transaction,pursuant to Revenue and Taxation Code Section 11922. Similarly,no recording fee will be payable with respect to the recording of the Grant Deed,pursuant to Government Code Section 27383. 8.4 Escrow Cancellation Charges Due to a Default. Notwithstanding the provisions of Section 8.3 above, if Escrow fails to close due to either Party's default, then the defaulting Party shall pay all Escrow cancellation charges."Escrow cancellation charges"means all fees,charges and expenses incurred by Escrow Agent,including all expenses incurred in connection with issuance of the Preliminary Report and other title matters. ARTICLE 9 RECORDATION AND DISTRIBUTION OF FUNDS AND DOCUMENTS 9.1 Disbursements. All disbursements by Escrow Agent shall be made by wire transfer in accordance with instructions provided by Escrow Agent. 9.2 Recorded Documents. Escrow Agent shall cause the San Bernardino County Recorder to mail the Grant Deed (and each other document which is herein expressed to be, or by general usage is,recorded)after recordation,to the grantee,beneficiary or person(i)acquiring rights under said document or(ii) for whose benefit said document was acquired. 9.3 Unrecorded Documents. Escrow Agent shall,at the Close of the Escrow,deliver by certified mail,overnight courier or United States mail(or will hold for personal pickup,if requested) -18- RVPUB\KRANDOLPH\689733.8 on of this Agreement. -17- RVPUB\KRANDOLPH\689733.8 istrict. 7.1.7 No Insolvency Proceedings. Owner has not(i)made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 one (1) copy of each non-recorded document received hereunder by Escrow Agent to the payee or person(i)acquiring rights under said document or(ii)for whose benefit said document was acquired. 9.4 Payment of Funds at Close of Escrow. Escrow Agent shall,at the Close of Escrow, deliver by wire transfer,in accordance with Owner's instructions(or will hold for.personal pickup,if requested)to Owner, or order, any excess funds theretofore delivered to Escrow Agent by Owner. 9.5 Conformed Copies. Escrow Agent shall, at the Close of Escrow, deliver to Owner and District a copy of the Grant Deed(conformed to show recording date)and conformed copies of each document recorded to place title in the condition required by this Agreement. ARTICLE 10 GENERAL PROVISIONS 10.1 Assignment. Neither Owner nor District may assign its rights under this Agreement without the prior written consent of the other Party. 10.2 Successors and Assigns. Subject to the restrictions and prohibitions on assignment set forth above, each and all of the covenants and conditions of this Agreement shall inure to the benefit of and shall be binding upon the successors-in-interest,assigns,and legal representatives of the Parties hereto. As used in the foregoing, "successors" shall refer to the Parties' interest in the Property and to the successors to all or substantially all of their assets and to their successors by merger or consolidation. 10.3 Agreement Survives Close of Escrow. All obligations referred to or required to be performed at a time or times after the Close of Escrow shall survive the Close of Escrow. 10.4 Attorneys'Fees. If any action is instituted between Owner and District in connection with this Agreement,the Party prevailing in such action shall be entitled to recover from the other Party all of its costs of action,including,without limitation,reasonable attorneys' fees and costs as fixed by the court therein. • 10.5 Construction of Agreement. The agreements contained herein shall not be construed in favor of or against either Party,but shall be construed as if both Parties prepared this Agreement. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. All Exhibits attached hereto are incorporated herein by reference. The use herein of(i)the neuter gender includes the masculine and the feminine, and(ii)the singular number includes the plural,whenever the context so requires. 10.6 Counterparts. This Agreement maybe executed in counterparts,all of which,when taken together, shall constitute a fully executed original. 10.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof and all prior and contemporaneous agreements, -19- RVPUB\KRANDOLPH\689733.8 nefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 representations, negotiations and understandings of the Parties hereto, oral or written, are hereby superseded and merged herein. 10.8 Governing Law. This Agreement and the documents in the forms attached as exhibits hereto shall be governed by and construed under the laws of the State of California.This Agreement shall be deemed made and entered into in San Bernardino County, California. 10.9 Modification. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of such modification,waiver, amendment, discharge or change is or may be sought. 10.10 Objective Construction. This Agreement reflects the negotiated agreement of the Parties, each represented by competent legal counsel. Accordingly, this Agreement shall be construed as if both Parties jointly prepared it, and no presumption against one Party or the other shall govern the interpretation or construction of any of the provisions of this Agreement. 10.11 Real Estate Brokerage Commission. Owner and District agree that no real estate brokerage fee or commission is payable with respect to this Agreement. Each Party hereby indemnifies,protects,defends(with legal counsel reasonably acceptable to the other Party)and holds the other Party free and harmless from and against any and all costs and liabilities,including,without limitation,reasonable attorneys' fees and costs, for causes of action or proceedings which may be instituted by any broker,agent or finder,licensed or otherwise,claiming through,under or by reason of the conduct of such Party in connection with this transaction. 10.12 No Partnership or Joint Venture. Owner or District shall not, by virtue of this Agreement, in any way or for any reason be deemed to have become a partner of the other in the conduct of its business or otherwise, or a joint venturer. In addition, by virtue of this Agreement there shall not be deemed to have occurred a merger of any joint enterprise between District and Owner. • 10.13 Notice and Payments. Any notice to be given or other document to be delivered by any Party to the other or others hereunder, and any payments from District to Owner, may be delivered in person to an officer of any Party,may be sent by facsimile,or may be deposited in the United States mail duly certified or registered,return receipt requested,with postage prepaid,or by Federal Express or other similar overnight delivery service, and addressed to the Party for whom intended, as follows: If to Owner: The Community Redevelopment Agency of the City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313-5295 Attn: Thomas Schwab, Executive Director Telephone: (909) 824-6621 Facsimile: (909) 783-7629 -20- RVPUB\KRANDOLPH\689733.8 voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 With a copy to: Harper&Burn 453 South Glassell Street Orange, California 92866-1906 Attn: John R. Harper, Esq. Telephone: (714) 771-7728 Facsimile: (714) 744-3350 If to District: Colton Joint Unified School District 1212 Valencia Drive Colton, California 92324-1798 Telephone: (909) 580-5000 x 6642 Facsimile: (909) 433-9468 Attn: Dennis Byas, Superintendent With a copy to: Best Best&Krieger LLP 3750 University Avenue P. O. Box 1028 Riverside, California 92502 Attn: Kendall H. MacVey Telephone: (951) 686-1450 Facsimile: (951) 682-7308 Escrow Holder: Chicago Title Company 560 East Hospitality Lange San Bernardino, California Attn: Telephone: (909) 384-7825 Facsimile: (909) 384-7855 Any Party hereto may from time to time,by written notice to the other,designate a different address which shall be substituted for the one above specified. Unless otherwise specifically provided for herein,all notices,payments,demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given and received(i)upon personal delivery,or(ii)as of the third Business Day after being sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth above, or (iii) the immediately succeeding Business Day after deposit with Federal Express or other similar overnight delivery system. 10.14 Remedies Cumulative. Except as expressly provided otherwise by separate provision of this Agreement, all rights and remedies of District and Owner contained in this Agreement shall be construed and held to be cumulative. 10.15 Severability. If any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal,null or void or against public policy,for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public -21- RVPUB\KRANDOLPH\689733.8 ered by any Party to the other or others hereunder, and any payments from District to Owner, may be delivered in person to an officer of any Party,may be sent by facsimile,or may be deposited in the United States mail duly certified or registered,return receipt requested,with postage prepaid,or by Federal Express or other similar overnight delivery service, and addressed to the Party for whom intended, as follows: If to Owner: The Community Redevelopment Agency of the City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313-5295 Attn: Thomas Schwab, Executive Director Telephone: (909) 824-6621 Facsimile: (909) 783-7629 -20- RVPUB\KRANDOLPH\689733.8 voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the fullest extent permissible by law. 10.16 Time of the Essence. Time,is of the essence of each and every provision of this Agreement. 10.17 Waiver. No waiver by District or Owner of a breach of any of the terms,covenants or conditions of this Agreement by the other Party shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained. No waiver of any default by District or Owner hereunder shall be implied from any omission by the other Party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by District or Owner to or of any act by the other Party requiring the consent or approval of the first Party shall not be deemed to waive or render unnecessary such Party's consent or approval to or of any subsequent similar acts by the other Party. 10.18 Exhibits. The Exhibits attached to this Agreement are incorporated by reference as though fully set forth herein. [Signatures on following pages] -22- RVPUB\KRANDOLPH\689733.8 personal delivery,or(ii)as of the third Business Day after being sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth above, or (iii) the immediately succeeding Business Day after deposit with Federal Express or other similar overnight delivery system. 10.14 Remedies Cumulative. Except as expressly provided otherwise by separate provision of this Agreement, all rights and remedies of District and Owner contained in this Agreement shall be construed and held to be cumulative. 10.15 Severability. If any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal,null or void or against public policy,for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public -21- RVPUB\KRANDOLPH\689733.8 ered by any Party to the other or others hereunder, and any payments from District to Owner, may be delivered in person to an officer of any Party,may be sent by facsimile,or may be deposited in the United States mail duly certified or registered,return receipt requested,with postage prepaid,or by Federal Express or other similar overnight delivery service, and addressed to the Party for whom intended, as follows: If to Owner: The Community Redevelopment Agency of the City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313-5295 Attn: Thomas Schwab, Executive Director Telephone: (909) 824-6621 Facsimile: (909) 783-7629 -20- RVPUB\KRANDOLPH\689733.8 voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 SIGNATURE PAGE TO SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS OWNER: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE, a public body corporate and politic Dated: I /Q. 3/oC By: 46.-4-1-1-11•W",/ Thomas Schwab Its: Executive Director ATTEST: Agency Secretary 2' APPROVED AS TO LEGAL FORM: By: Agency Counsel RVPUB\KRANDOLPH\689733.8 SIGNATURE PAGE TO SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS DISTRICT: COLTON JOINT UNIFIED SCHOOL DISTRICT a California public school district Dated: By: c r Denni• Byas Its: Supe tenden APPROVED AS TO LEGAL FORM: BEST BEST&KRIEGER LLP RVPUB\KRANDOLPH\689733.8 cy Secretary 2' APPROVED AS TO LEGAL FORM: By: Agency Counsel RVPUB\KRANDOLPH\689733.8 CONSENT OF ESCROW AGENT The undersigned Escrow Agent hereby agrees to(i)accept the foregoing Agreement,(ii)be Escrow Agent under said Agreement and(iii)be bound by said Agreement in the performance of its duties as Escrow Agent;provided,however, the undersigned shall have no obligations, liability or responsibility under(a)this Consent or otherwise unless and until said Agreement, fully signed by the Parties,has been delivered to the undersigned or(b) any amendment to said Agreement unless and until the same shall be accepted by the undersigned in writing. Dated: (the"Opening of Escrow") CHICAGO TITLE COMPANY By: Name: Title: RVPUB\KRANDOLPH\689733.8 EXHIBIT A TO SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS Legal Description of Property [Attached behind this page] EXHIBIT A RVPUB\KRANDOLPH\689733.8 ies as Escrow Agent;provided,however, the undersigned shall have no obligations, liability or responsibility under(a)this Consent or otherwise unless and until said Agreement, fully signed by the Parties,has been delivered to the undersigned or(b) any amendment to said Agreement unless and until the same shall be accepted by the undersigned in writing. Dated: (the"Opening of Escrow") CHICAGO TITLE COMPANY By: Name: Title: RVPUB\KRANDOLPH\689733.8 01/12/2006 15:04 4339468 FACILITIES PAGE 02 EXHIBIT A LEGAL DESCRIPTION CJUSD GRAND TERRACE HIGH SCHOOL PROPERTIES OWNED BY THE CITY OF GRAND TERRACE Being a portion of Lots 41, 42 and 56 of Block 5 of the East Riverside Land Company, Section 5, T2S, R4W, as shown by map on file in Book 6 of Maps, page 44 thereof, Records of San Bernardino County,California, more particularly described as follows: Commencing at the southwest corner of Section 5, T2S, R4W, said point also being the centerline intersection of Main Street and Taylor Street; Thence North 00°27'20"East, a distance of 662.22 feet along the centerline of Taylor Street; Thence South 89°27'24" East, a distance of 33.00 feet to the northwest corner of Lot 57 of said Block 5; Thence South 89°27'24" East along the north line of said Lot 57, a distance of 259.71 feet to the Point of Beginning; • Thence South 89°27'24" East, a distance of 382.77 feet along the north line of said Lot 57 to the southwest corner of Lot 55; Thence North 00°27'41"East along the west line of said Lot, a distance of 629.69 feet to a point on the southerly right of way of Pico Street,being 33,00 feet in half width; Thence South 89°27'57" East along said southerly right of way, a distance of 549.82 feet to the beginning of a non-tangent curve concave to the southeast, having a radius of 50.00 feet, from which the radius point bears North 49°14'03"East; Thence northwesterly, northerly, and easterly along said curve, to the right, through a central angle of 165°12'14", an arc distance of 144.17 feet, to the beginning of a tangent curve concave to the north,having a radius of 50.00 feet, from which the radius point bears North 34°26'07"East; Thence southeasterly and easterly, along said curve, to the left, through a central angle of 33°54'05", an arc distance of 29.58 feet, to a point on the east line of Lot 42 of Block 5, said point also being on the northerly right of way of Pico Street; Thence North 00°29'04"East,a distance of 564.49 feet along the east line of said Lot 42,to a point on the southerly line of a 65 foot wide easement granted to Southern California Edison, as recorded on November 22,2000 as Instrument Number 429737; SHEET 1 of 2 EPIC ENGINEERS 101 E. Redlands Blvd,Suite 146 ' Redlands,Ca,92373 • Ph.(909)792-5969 • Fax(909)792-8869 pt requested,with postage prepaid,or by Federal Express or other similar overnight delivery service, and addressed to the Party for whom intended, as follows: If to Owner: The Community Redevelopment Agency of the City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313-5295 Attn: Thomas Schwab, Executive Director Telephone: (909) 824-6621 Facsimile: (909) 783-7629 -20- RVPUB\KRANDOLPH\689733.8 voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 01/12/2006 15:04 4339468 FACILITIES PAGE 03 Thence North 89°28'20"West,along said southerly easement line, a distance of 920.05 feet; Thence South 00°31'40" West, a distance of 404.39 feet, to the beginning of a tangent curve concave to the east, having a radius of 50.00 feet, from which the radius point bears South 89°28'20"East; Thence southerly and southwesterly, along said curve, to the left, through a central angle of 36°52'12", an arc distance of 32.18 feet, to the beginning of a reverse curve, concave to the north, • having a radius of 50.00 feet, from which the radius point bears South 53°39'29"West; Thence southerly westerly and northerly, along said curve, to the right, through a central angle of 253°44'10", an arc distance of 221,44 feet,to a non-tangent line from which the radius point bears South 52°36'21"East; • Thence North 89°27'57" West, a distance of 280.48 feet, to a point on the easterly right of way of Taylor Street,being 48.00 foot half width; Thence South 00°27'24"West,along said easterly right of way,a distance of 196.00 feet,to a point on the southerly right of way of Pico Street; Thence South 00°27'20" West, along the easterly right of way of Taylor Street, a distance of 429.10 feet, to the beginning of a non tangent curve, concave to the northeast, having a radius of 397.24 feet, from which the radius point bears North 63'19'10"East; Thence southeasterly along said curve, to the left, through a central angle of 46°58'03", an arc distance of 325.63 feet, to a point on the'north line of said Lot 57, from which the radius point bears North 16°21'07"East,said point being the Point of Beginning. Contains 23.23 acres,more or less.Acreage includes 1.77 acres of public right of way(Pico Avenue)within the described boundary. See Exhibit"B"attached hereto and made a part thereof (tI SD Lic.No. qr 772 tp Exp.3.314 ROP CAL SHEET 2 of 2 EPIC ENGINEERS 101 E. Redlands Blvd,Suite 146 • Redlands,Ca.92373 • Ph.(909)792-5969 • Fax(909)792-5869 ne of a 65 foot wide easement granted to Southern California Edison, as recorded on November 22,2000 as Instrument Number 429737; SHEET 1 of 2 EPIC ENGINEERS 101 E. Redlands Blvd,Suite 146 ' Redlands,Ca,92373 • Ph.(909)792-5969 • Fax(909)792-8869 pt requested,with postage prepaid,or by Federal Express or other similar overnight delivery service, and addressed to the Party for whom intended, as follows: If to Owner: The Community Redevelopment Agency of the City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313-5295 Attn: Thomas Schwab, Executive Director Telephone: (909) 824-6621 Facsimile: (909) 783-7629 -20- RVPUB\KRANDOLPH\689733.8 voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 EXHIBIT A-1 TO SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS , Site Map [Attached behind this page] EXHIBIT A-1 RVPUB\KRANDOLPH\689733.8 89733.8 ies as Escrow Agent;provided,however, the undersigned shall have no obligations, liability or responsibility under(a)this Consent or otherwise unless and until said Agreement, fully signed by the Parties,has been delivered to the undersigned or(b) any amendment to said Agreement unless and until the same shall be accepted by the undersigned in writing. Dated: (the"Opening of Escrow") CHICAGO TITLE COMPANY By: Name: Title: RVPUB\KRANDOLPH\689733.8 . • 01/12/2006 15:04 4339468 FACILITIES PAGE 04 CURVE DELTA RADIUS ARC TANGENT LINE BEARING DISTANCE C1 165'12114- 50.00' 144.17' 385.01' L 1 N00.27'201E 662.22' - C2 33.54'05' 50.00' 29 58' 15.24' L2 S89'27'241' 33 00' C3 36'952'12' 50.00' 32.18' 16.67' L3 589127'24'E 259.71' C4 253.4410' 50.00' 221.44' L4 S89'27'24'E 382.77' ' C5 46'58'03' 397.24' 325 63'_ 172,59'. L5 N00'27141'E 629.69' • L6 S89.27'57'E 549 82' L7 N00'29'04'£ 564.49' i , L8 _ N89'28'201'W 920.05' L9 500631'40'W 404.39' L10 N89'27'57'W 280.48' L 11 500'27124'W 196 00' L12 S00'271201'W 429.10' ELECTRICAL &COMMUMCATI0NS EASEMENT REG NOV. 2Z 2000, INST. NO. 429737 1 T- 4 AND SG r LB `�a�G� D. POr `�'IN `.' v44 k ,' LO7 42 LOT *Ne`, �, � + p of ��Fd� I r. • ,•Yft,‹Shr28'204 LW 1 I I SEE£ETA L A , 0 L---+�BEE DATiJL'8' J. 1:— ( L,C7r �n ' i c/L PICO sIREET..//te L6 —I AL _ G C2 C/L PI C LOT -t—` 8 1 LEAST R1V .ERSJDE LAND mEL6 1 e - . COMPANY Ma 8 / 4 .4 4 1 64 105 LOT 58 LOT ,56 b 2 DETAIL.W N Ai r AL.' to_ za, r I4 r 1gi L3 i + 1 LOfi7' i LOT .$ i 6E) L—�7 L 0 N R S.y 8 POO C MAIN STREET IN SIRED' 4 DETAIL Ili" .SCALE 1 400' "' EPIC ENGINEERS DaY►BITVP W.O. 4104e ctvu.cmou+ wa Br AC8 CJUSD GRAND TERRACE DA7e 11/29/2005 101 E.REDLANDS BOULEVARD @ H/GifuSCHOOL-CITY OF scam I-, 300' REDLANDS.S CA 92373 FAx �-7792-ewe GRAND TERRACE PROPERTIES SLEET- I OF I ` (909)792-5969 • Fax(909)792-8869 pt requested,with postage prepaid,or by Federal Express or other similar overnight delivery service, and addressed to the Party for whom intended, as follows: If to Owner: The Community Redevelopment Agency of the City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313-5295 Attn: Thomas Schwab, Executive Director Telephone: (909) 824-6621 Facsimile: (909) 783-7629 -20- RVPUB\KRANDOLPH\689733.8 voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 EXHIBIT B TO SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Colton Joint Unified School District 1212 Valencia Drive Colton, California 92324-1798 Attn: Dennis Byas Superintendent Above Space for Recorder's Use Tax Parcel Nos. [INSERT PARCEL NO'S] No Recording Fee Pursuant to Gov't Code§27383 No Documentary Transfer Tax Pursuant to California Revenue&Taxation Code§11922 GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE ("Grantor"), hereby grants to COLTON JOINT UNIFIED SCHOOL DISTRICT ("Grantee"), the following described real property situated in the County of San Bernardino, State of California: SEE EXHIBIT 1 ATTACHED HERETO IN WITNESS WHEREOF, Grantor has caused its name to be affixed hereto and this instrument to be executed by its duly authorized officer. Dated: , 2006 THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE By: Thomas Schwab Executive Director EXHIBIT B-1 RVPUB\KRANDOLPH\689733.8 L---+�BEE DATiJL'8' J. 1:— ( L,C7r �n ' i c/L PICO sIREET..//te L6 —I AL _ G C2 C/L PI C LOT -t—` 8 1 LEAST R1V .ERSJDE LAND mEL6 1 e - . COMPANY Ma 8 / 4 .4 4 1 64 105 LOT 58 LOT ,56 b 2 DETAIL.W N Ai r AL.' to_ za, r I4 r 1gi L3 i + 1 LOfi7' i LOT .$ i 6E) L—�7 L 0 N R S.y 8 POO C MAIN STREET IN SIRED' 4 DETAIL Ili" .SCALE 1 400' "' EPIC ENGINEERS DaY►BITVP W.O. 4104e ctvu.cmou+ wa Br AC8 CJUSD GRAND TERRACE DA7e 11/29/2005 101 E.REDLANDS BOULEVARD @ H/GifuSCHOOL-CITY OF scam I-, 300' REDLANDS.S CA 92373 FAx �-7792-ewe GRAND TERRACE PROPERTIES SLEET- I OF I ` (909)792-5969 • Fax(909)792-8869 pt requested,with postage prepaid,or by Federal Express or other similar overnight delivery service, and addressed to the Party for whom intended, as follows: If to Owner: The Community Redevelopment Agency of the City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313-5295 Attn: Thomas Schwab, Executive Director Telephone: (909) 824-6621 Facsimile: (909) 783-7629 -20- RVPUB\KRANDOLPH\689733.8 voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 STATE OF CALIFORNIA ) ss. COUNTY OF SAN BERNARDINO) On , 2006 before me, ,Notary Public, personally appeared ,personally known to me 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. WITNESS my hand and official seal. Notary Public EXHIBIT B-2 RVPUB\KRANDOLPH\689733.8 CHICAGO TITLE COMPANY By: Name: Title: RVPUB\KRANDOLPH\689733.8 EXHIBIT 1 TO GRANT DEED Legal Description of Owner and City Property [Attached behind this page] EXHIBIT B-3 RVPUB\KRANDOLPH\689733.8 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. WITNESS my hand and official seal. Notary Public EXHIBIT B-2 RVPUB\KRANDOLPH\689733.8 CHICAGO TITLE COMPANY By: Name: Title: RVPUB\KRANDOLPH\689733.8 ACCEPTANCE BY GRANTEE This is to certify that the interest in real property conveyed by this Grant Deed from The Grand Terrace Redevelopment Agency to COLTON JOINT UNIFIED SCHOOL DISTRICT ("District")is hereby accepted by the undersigned officer or agent on behalf of the Board of Trustees of the District("Board")pursuant to the authority conferred by resolution of the Board adopted on , 2006, and the District consents to the recordation hereof by its duly authorized officer. Dated: COLTON JOINT UNIFIED SCHOOL DISTRICT, a California public school district By: • Dennis Byas Its: Superintendent EXHIBIT B-4 RVPUB\KRANDOLPH\689733.8 33.8 STATE OF CALIFORNIA ) ss. COUNTY OF SAN BERNARDINO) On , 2006 before me, ,Notary Public, personally appeared ,personally known to me 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. WITNESS my hand and official seal. Notary Public EXHIBIT B-5 RVPUB\KRANDOLPH\689733.8 Dennis Byas Its: Superintendent EXHIBIT B-4 RVPUB\KRANDOLPH\689733.8 33.8 EXHIBIT C TO SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS SELLER'S CERTIFICATION UNDER FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA") (26 U.S.C. 1445) THIS SECTION FOR INDIVIDUAL TRANSFEROR: Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor(seller) is a foreign person. To inform the transferee (buyer) that withholding of tax is not required upon my disposition of a U.S. real property interest, we, , hereby certify the following: 1. We are not nonresident aliens for purposes of U.S. income taxation; 2. Our Social Security Nos. are and 3. Our home address is We understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement we have made here 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. Date: Date: THIS SECTION FOR ENTITY TRANSFEROR: 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. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by THE GRAND TERRACE REDEVELOPMENT AGENCY("Transferor"), the undersigned hereby certifies the following on behalf of Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);; 3. Transferor's U.S. employer identification number is 4. Transferor's office address is 5. 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. EXHIBIT C-1 R VPUB\KRAND OLPH\68 9733.8 • Fax(909)792-8869 pt requested,with postage prepaid,or by Federal Express or other similar overnight delivery service, and addressed to the Party for whom intended, as follows: If to Owner: The Community Redevelopment Agency of the City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313-5295 Attn: Thomas Schwab, Executive Director Telephone: (909) 824-6621 Facsimile: (909) 783-7629 -20- RVPUB\KRANDOLPH\689733.8 voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8 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. Date: , General Partner EXHIBIT C-2 RVPUB\KRANDOLPH\689733.8 horized 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. WITNESS my hand and official seal. Notary Public EXHIBIT B-5 RVPUB\KRANDOLPH\689733.8 Dennis Byas Its: Superintendent EXHIBIT B-4 RVPUB\KRANDOLPH\689733.8 33.8 EXHIBIT D TO SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS Property Documents 1. Preliminary Soils and Geological Investigation 2. Hazardous or Toxic Material Report (Phase I) 3. Preliminary Hydrology Study 4. Any sound study as it relates to the Property 5. Any archeological study 6. Any biological study 7. Preliminary Title Report 8. Any"Will Serve"utility letters regarding sewer,water, gas, electricity, or cable television 9. Any assessment district, CFD or Mello-Roos documents RVPUB\KRANDOLPH\689733.8 Its: Superintendent EXHIBIT B-4 RVPUB\KRANDOLPH\689733.8 33.8 EXHIBIT E TO SCHOOL SITE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS Summary of Certain Relevant Financial Provisions of this Agreement 1. Gross Square Footage of the Property: Eight Hundred Seventy Nine Thousand Four Hundred Seventy Six (879,476) gross square feet, subject to adjustment to conform to the actual gross square footage described in an ALTA Survey if the District elects to obtain an ALTA Survey. 2. Gross Property Purchase Price: Two Million Five Hundred Fifty Thousand Four Hundred Eighty Dollars and Forty Cents ($2,550,480.40) based on the Property square footage described in (1) above. If the gross square footage of the Property is adjusted as a result of the ALTA Survey described in(1) above,the gross Purchase Price shall be determined by multiplying the gross square footage as established by that ALTA Survey by the amount of Two Dollars and Ninety Cents ($2.90). 3. Deposits and Application Against Purchase Price: The District previously paid a Prior Deposit of One Hundred Sixty Thousand Dollars ($160,000) to the Owner pursuant to a preexisting agreement. No part of this Prior Deposit shall be credited against the Purchase Price. (a) Additional Deposit: Within ten(10) days from the Opening of Escrow, the District shall deposit the additional sum of One Hundred Thousand Dollars ($100,000). This Additional Deposit shall be fully credited against the Purchase Price at the Close of Escrow. 4. Close of Escrow. Escrow shall close on or before ninety(90)days from the Opening of Escrow,provided that the District may extend the Closing Date for one(1)additional thirty(30) day period. 5. District's Due Diligence Period. The District shall have sixty (60) days from the Opening of Escrow to review and approve the condition of the Property and to review all matters affecting the suitability of the Property for the District's use. After this date,the Additional Deposit becomes nonrefundable unless Escrow fails to close due to the Owner's default. 6. Agreements to be Completed Prior to the Close of Escrow. (a) Pursuant to Section 6.9.1, the Owner and the District shall execute a reimbursement agreement related to the City of Riverside water line relocation. (b) Pursuant to Section 6.9.4, the City of Grand Terrace and the District shall execute a joint use agreement providing for the shared use by the District and the City of that portion of the Property formerly a part of the City's Pico Park. RVPUB\KRANDOLPH\689733.8 and addressed to the Party for whom intended, as follows: If to Owner: The Community Redevelopment Agency of the City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313-5295 Attn: Thomas Schwab, Executive Director Telephone: (909) 824-6621 Facsimile: (909) 783-7629 -20- RVPUB\KRANDOLPH\689733.8 voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors;(iii)suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets;or(v)admitted in writing its inability to pay its debts as they come due. -16- RVPUB\KRANDOLPH\689733.8 ull power to enter into this Agreement. -15- RVPUB\KRANDOLPH\689733.8 nts for the benefit of City for: (i) the continued use, operation and maintenance of such water well; (ii) ingress and egress to the water well for the purposes set forth in (i) preceding; and (iii) transmission lines and other related -14- RVPUB\KRANDOLPH\689733.8 occurred any material change with respect to the physical condition of the Property or any information heretofore or hereafter furnished to District with respect to the Property which makes the Property unusable as a school site, including specifically, but without limitation, any material changes to the Property -9- RVPUB\KRANDOLPH\689733.8