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San Bernardino County Fire Protection (Fire Station)-2022-40, o0;2 0 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made this _ day of , 2022 ("Agreement Date") by and between the CITY OF GRAND TERRACE, a municipal corporation ("Seller"), SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, a public entity ("Buyer") with FIDELITY NATIONAL TITLE INSURANCE COMPANY, a corporation as escrow holder ("Escrow Holder") RECITALS A Seller owns that certain real property improved as a fire station located at 22582 City Center Court in the City of Grand Terrace, County of San Bernardino, State of California (APN 1178-011-12) as legally described in Exhibit A attached hereto and by this reference incorporated herein ("Property") B The Property is currently leased to Buyer pursuant to that certain Lease Agreement dated January 8, 1990 ("Existing Lease") and as of the Agreement Date, Buyer is in full possession and control of the Property C Seller desires to sell and Buyer desires to buy, the Property upon the terms and conditions more particularly set forth herein NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows TERMS AND CONDITIONS 1 PURCHASE AND SALE OF PROPERTY Pursuant to the terms and conditions of this Agreement, Buyer hereby agrees to purchase from Seller and Seller agrees to sell to Buyer, the Property in AS -IS condition except as otherwise specifically provided herein No personal property is included in this transaction 2 OPENING OF ESCROW Within five (5) business days after the execution of this Agreement by both Buyer and Seller, the parties shall open an escrow ("Escrow") with Fidelity National Title Insurance Company (National Commercial Division) at 3237 E Guasti Road, Suite 105, Ontario, CA 91761 with Mary Lou Adame, Commercial Escrow Officer (909 978-3020, Marylou Adame(a)_fnf com) ("Escrow Officer") by causing an executed copy of this Agreement to be deposited with Escrow Holder together with Buyer's Deposit (as defined in Section 3 2 below) ("Opening of Escrow") 3 PURCHASE PRICE, DEPOSIT, PAYMENT OF PURCHASE PRICE 31 Purchase Price The purchase price for the Property is One Million Three Hundred Thousand Dollars ($1,300,000) ("Purchase Price") which is the fair market value of the Property pursuant to that certain Appraisal of Real Property issued by Integra Realty Resources with the effective date of April 1, 2022 32 Deposit Concurrently with Opening of Escrow, Buyer shall deposit with Escrow Holder the sum of Fifty Thousand Dollars ($50,000) ("Deposit") to be held by Escrow Holder for the benefit of the parties and applied against the Purchase Price at Closing (as defined in Section 5) or refunded in accordance with the terms of this Agreement The Deposit shall be fully refundable to Buyer if Escrow does not Close unless the failure to Close is due to the breach of Buyer and Seller is not in breach In the event of the failure to Close is due to breach by Seller, Buyer's termination of this Agreement pursuant to Section 7 3, or the failure of any conditions precedent in Section 8, Escrow shall return the Deposit to Buyer without the need for further instruction or approval of the parties 33 Payment of Purchase Price On or before 1 00 p m on the business day preceding the Closing Date or such earlier time as required by Escrow Holder in order to close Escrow on the Closing Date, Buyer shall deposit into Escrow the balance of the Purchase Price in Good Funds 34 Good Funds Prior to Closing, all funds deposited in Escrow shall be in "Good Funds" which shall mean a wire transfer of funds from a financial institution located in the State of California 4 CLOSING FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND SELLER 41 Seller Seller agrees that on or before 12 00 noon on the day preceding the Closing Date, Seller will deposit or cause to be deposited with Escrow Holder all of the following a The grant deed in the form attached as Exhibit B executed by Seiler ("Grant Deed") The Grant Deed includes an option for Seller to repurchase the Property, which option is fully set forth in Exhibit B which is attached hereto and by this reference incorporated b A Non -Foreign Affidavit as required by federal law c Such funds and other items and instruments as may be necessary in order for Escrow Holder or the Title Company to comply with this Agreement 42 Buyer Buyer agrees that on or before 12 00 noon on the day preceding the Closing Date, Buyer will deposit with Escrow Holder all additional funds and all of the following a A certificate of acceptance executed by Buyer to be attached to the Grant Deed prior to recordation ("Certificate of Acceptance") b A Preliminary Change of Ownership Statement completed in the manner required in San Bernardino County c Such funds and other items and instruments as may be necessary in order for Escrow Holder or the Title Company to comply with this Agreement 43 Recordation, Completion and Distribution of Documents Escrow Holder shall confirm that any documents signed in counterpart are matching documents and shall combine the signature pages thereof so as to create fully executed documents Escrow Holder will cause the Grant Deed (with the Certificate of Acceptance attached) to be recorded when it can issue the Owner's Title Policy in accordance with Section 6 2, and holds for the account of Buyer and Seller, respectively, the funds and items described above to be delivered to Buyer and Seller, respectively, through Escrow, less costs, expenses and disbursements chargeable to the parties pursuant to this Agreement 5 CLOSING DATE, OPTIONS TO EXTEND CLOSING, TIME IS OF ESSENCE 51 Closing Date Unless extended by the mutual written agreement of the Buyer and Seller, Escrow shall close on or before fifteen (15) business days following the termination of the Due Diligence period ("Closing Date") 11A 52 Definition of Closing The terms "Close of Escrow" and/or "Closing" mean the time Grant Deed (with the Certificate of Acceptance attached) is recorded in the Official Records of the County Recorder of San Bernardino County, California 53 Time is of Essence The parties specifically agree that time is of the essence of this Agreement 54 Possession Upon the Close of Escrow, possession of the Property shall remain in Buyer 6 TITLE POLICY 61 Approval of Title a Promptly following execution of this Agreement but, in no event, later than five (5) business days following Opening of Escrow, a preliminary title report shall be issued by Fidelity National Title Insurance Company ("Title Company"), describing the state of title of the Property, together with legible copies of all exceptions and a map plotting all easements ("Preliminary Title Report") Within fifteen (15) business days after Buyer's receipt of the Preliminary Title Report, Buyer shall notify Seller in writing ("Buyer's Title Notice") of Buyer's disapproval of any matters contained in the Preliminary Title Report ("Disapproved Exceptions") b In the event Buyer delivers Buyer's Title Notice within said period, Seller shall have a period of ten (10) business days after receipt of Buyer's Title Notice in which to notify Buyer of Seller's election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the Close of Escrow, or (ii) decline to remove any such Disapproved Exceptions ("Seller's Notice") If Seller notifies Buyer of its election to decline to remove the Disapproved Exceptions, or if Seller is unable to remove the Disapproved Exceptions (other than any obligations of Buyer under Section 7), Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s) Buyer shall exercise such election by delivery of written notice to Seller and Escrow Holder within five (5) business days following the earlier of (i) the date of written advice from Seller that such Disapproved Exception(s) cannot be removed, or (u) the date of written advice from Seller that declines to remove such Disapproved Exception(s) c Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement, provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to seven (7) business days following receipt of notice of such additional exceptions d Nothing to the contrary herein withstanding, Buyer shall be deemed to have automatically objected to all leases, deeds of trust, mortgages, judgment liens, federal and state income tax liens, delinquent general and special real property taxes and assessments and similar monetary encumbrances affecting the Property (excluding any such items caused by Buyer), and Seller shall discharge any such non -permitted title matter of record prior to or concurrently with the Close of Escrow except as otherwise specifically provided in this Agreement 62 Owner's Title Policy At the Close of Escrow, Escrow Holder shall furnish Buyer with an ALTA owner's non -extended policy of title insurance ("Owner's Title Policy") insuring title to the Property vested in Buyer, containing only (i) non -delinquent real property taxes and assessments, (u) exceptions approved by Buyer in accordance with Section 6 1, and (ui) exceptions caused by the acts of Buyer The amount of the insurance coverage shall be in the amount of the Purchase Price The cost of the Owner's Title Policy shall be paid by Seller If Buyer elects to obtain an extended ALTA owner's policy, Buyer shall be responsible to secure a survey at its own cost and expense which shall be delivered to the Title Company not less than thirty (30) business days prior to Closing and Buyer shall be responsible to pay for any additional premium The Title Policy shall include extended coverage or endorsements that Buyer may request but at Buyer's expense 63 Existing Lease As of the Closing, the Existing Lease shall automatically deemed terminated If requested by either party or the Title Company, a formal termination of lease shall be executed by the parties and delivered to each party 7 DUE DILIGENCE AND DUE DILIGENCE PERIOD For a period of forty-five ((45) business days following the Opening of Escrow ("Due Diligence Period"), Buyer shall have the right to perform any investigations or inspections as Buyer may reasonably determine in order to assess its willingness to purchase the Property pursuant to the terms of this Agreement 71 Review and Approval of Documents and Materials Within seven (7) business days of the Opening of Escrow, Seller shall deliver to Buyer any and all documents, reports, surveys, environmental assessments, engineering reports for the Property and other materials in Seller's possession, respecting the Property, including any hazardous substance conditions report concerning the Property, any natural hazard zone disclosure report, (collectively, "Materials") During the Due Diligence Period, Buyer may review and evaluate the Materials to determine whether the Property is appropriate for Buyer's proposed use, in its sole and absolute discretion 72 Buyer's Due Diligence During the Due Diligence Period, Buyer and its agents may, at Buyer's sole expense, conduct tests and physical inspections of the Property, including building inspections and environmental site assessments desired by Buyer Copies of any final non -privileged, non -attorney -client work product reports and any survey prepared pursuant to this Agreement shall be delivered to Seller (at no cost to Seller) which Seller shall be entitled to use if the Closing does not occur 73 Buyer's Termination Right Buyer shall have the right at any time on or before the expiration of the Due Diligence Period to terminate this Agreement if, during the course of Buyer's due diligence investigations of the Property, Buyer determines in its sole and absolute discretion that the Property is not acceptable to Buyer Buyer may exercise its right to terminate by delivering written notice of termination to Seller and Escrow ("Termination Notice") on or before the expiration of the Due Diligence Period Upon the timely delivery of such Termination Notice, (i) Escrow shall return the Deposit to Buyer without the need for further instruction or approval of the parties, and (ii) this Agreement shall automatically terminate and be of no further force or effect and neither party shall have any further rights or obligations hereunder 74 Disclaimer of Warranties Buyer is and has been in sole possession of the Property for over thirty (30) years and, accordingly Except as provided below regarding hazardous materials or waste, Buyer is acquiring the Property in its "AS IS" condition and shall be responsible for any and all defects in the Property, whether patent or latent, including, without limitation, the physical, environmental, and geotechnical condition of the Property, and the existence of any vaults, debris, pipelines, wells, or other structures located on, under, or about the Property Seller makes no representation or warranty concerning the physical, environmental, geotechnical or other condition of the Property 4 8 CONDITIONS PRECEDENT TO CLOSE OF ESCROW 81 Conditions to Buyer's Obligations The obligations of Buyer under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent ("Buyer's Conditions Precedent") a Title Company will issue the Owner's Title Policy as specified in Section 6 2 b Buyer has not issued a Termination Notice in accordance with Section 7 c Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement d Seller is not in default of its obligations under this Agreement 82 Conditions to Seller's Obligations The obligations of Seller under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Seller of the following conditions precedent ("Seller's Conditions Precedent") a Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller pursuant to this Agreement b Buyer is not in default of its obligations under this Agreement 9 ESCROW PROVISIONS 91 Escrow Instructions Sections 1 through 6, inclusive, 8, 9, 11 and 12 constitute the escrow instructions to Escrow Holder If required by Escrow Holder, Buyer and Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement In the event of any such conflict, the provisions of this Agreement shall prevail The terms and conditions in sections of this Agreement not specifically referenced above are additional matters for information of Escrow Holder, but about which Escrow Holder need not be concerned Buyer and Seller will receive as part of these escrow instructions Escrow Holder's general provisions directly from Escrow Holder and will execute such provision upon Escrow Holder's request To the extent that the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only Buyer and Seller agree to execute additional instructions, documents and forms provide by Escrow Holder that are reasonably necessary to close Escrow 92 General Escrow Provisions Escrow Holder shall deliver the Owner's Title Policy to the Buyer and instruct the San Bernardino County Recorder to mail the Grant Deed to Buyer at the address set forth in Section 11 after recordation All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in San Bernardino County, California, and may be disbursed to any other general escrow account or accounts All disbursements shall be according to that party's instructions 93 Lease Prorations, Real Property Taxes, Utilities a Lease Prorations The rent under the Existing Lease is only One Dollar ($1) per year and, therefore, does not need to be prorated b Real Property Taxes As both parties are exempt from real property taxes, no prorations shall be necessary 5 c Utilities Since Buyer is in possession of the Property so transfer of utilities will not be necessary 94 Payment of Costs a Cost Allocation Seller shall pay the costs for the Owner's Title Policy and one- half (1/2) of the escrow costs ("Seller's Charges") Buyer shall pay one-half (1/2) of the escrow costs and be responsible for any recording charges ("Buyer's Charges") No documentary transfer taxes are due pursuant to R&T Code Section 11922 Any costs of Escrow not otherwise specifically allocated by this Agreement shall be apportioned between the parties in a manner consistent with the custom and usage of Escrow Holder for commercial real estate transactions in Southern California b Closing Statement At least three (3) business days prior to the Closing Date, Escrow Holder shall furnish Buyer and Seller with a preliminary escrow closing statement which shall include each party's respective shares of costs The preliminary closing statement shall be approved in writing by the parties As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to the parties 95 Termination and Cancellation of Escrow If Escrow fails to close as provided above, either party may elect to cancel this Escrow upon written notice to the other party and Escrow Holder Cancellation of Escrow, as provided herein, shall be without prejudice to whatever legal rights Buyer or Seller may have against each other arising from the Escrow or this Agreement 96 Information Report Escrow Holder shall file and Buyer and Seller agree to cooperate with Escrow Holder and with each other in completing any report ("Information Report") and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e) regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099-B as such may be hereinafter modified or amended by the Internal Revenue Service, or as may be required pursuant to any regulation now or hereinafter promulgated by the Treasury Department with respect thereto Buyer and Seller also agree that Buyer and Seller, their respective employees and attorneys, and escrow Holder and its employees, may disclose to the Internal Revenue Service, whether pursuant to such Information Report or otherwise, any information regarding this Agreement or the transactions contemplated herein as such party reasonably deems to be required to be disclosed to the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 6045(e), and further agree that neither Buyer nor Seller shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information 97 No Withholding as Foreign Seller Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of Internal Revenue Code Section 1445 or an out-of-state seller under California Revenue and Tax Code Section 18805 and that it will deliver to Buyer on or before the Close of Escrow a non -foreign affidavit on Escrow Holder's standard form pursuant to Internal Revenue Code Section 1445(b)(2) and the Regulations promulgated thereunder and a California Form 590-RE 98 Brokerage Commission Buyer and Seller each represent and warrant to the other parties that no third party is entitled to a broker's commission and/or finder's fee with respect to the transaction contemplated by this Agreement Buyer and Seller each agree to indemnify and hold the other parties harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay a broker's commission and/or finder's fee 10 DEFAULT 101 Default by Seller If all conditions precedent to Seller's obligations to sell the Property have occurred but Seller fails to Close under this Agreement for any reason other than the default by Buyer under this Agreement, Buyer shall have the right to either (i) terminate this Agreement and receive the return of the Deposit, or (ii) bring an action for specific performance 10 2 Default by Buyer, LIQUIDATED DAMAGES IF BUYER SHOULD BREACH THIS AGREEMENT RESULTING IN THE FAILURE TO CLOSE ESCROW AND PROVIDED SELLER IS NOT IN BREACH, THEN BUYER AND SELLER AGREE THAT SELLER WILL INCUR DAMAGES BY REASON OF SUCH BREACH BY BUYER, WHICH DAMAGES SHALL BE IMPRACTICAL AND EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN BUYER AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH BREACH BY BUYER HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE DEPOSIT SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE IN THE EVENT OF AND FOR SUCH BREACH BY BUYER, THE DEPOSIT SHALL BE SELLER'S SOLE MONETARY REMEDY THEREFORE, UNLESS BUYER WRONGFULLY REFUSES TO CAUSE ESCROW HOLDER TO CANCEL THE ESCROW, IN WHICH INSTANCE SELLER SHALL ALSO BE ENTITLED TO ALL COSTS AND EXPENSES WHICH MAY RESULT FROM BUYER'S WRONGFUL FAILURE TO CANCEL THE ESCROW AND THIS AGREEMENT FURTHERMORE, THE FOREGOING LIMITATION OF DAMAGES SHALL NOT APPLY TO ANY INDEMNIFICATION OBLIGATIONS OF BUYER AND IN THE EVENT OF TERMINATION OF THIS AGREEMENT, THE EXISTING LEASE SHALL REMAIN IN FULL FORCE AND EFFECT S' Ile6 is fn14faIs Buyer's Initials 11 NOTICES All notices required or permitted under this Agreement shall be in writing and shall be served on the parties at the addresses set forth below Any such notices shall, unless otherwise provided herein, be given or served (i) by depositing the same in the United States mail, postage paid, certified and addressed to the party to be notified, with return receipt requested, (u) by overnight delivery using a nationally recognized overnight courier, or (iii) by personal delivery Notice deposited in the mail in the manner hereinabove described shall be effective upon receipt or rejection of such notice Notice given in any other manner shall be effective only if and when received (or rejected) by the party to be notified between the hours of 8 00 a m and 5 00 p m California time of any business day with delivery made after such hours to be deemed received the following business day A parry's address may be changed by written notice to the other party, however, no notice of a change of address shall be effective until actual receipt of such notice Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice Notices given by counsel to the Buyer shall be deemed given by Buyer and notices given by counsel to the Seller shall be deemed given by Seller To Buyer San Bernardino County Fire Protection District 157 West Fifth Street, Second Floor San Bernardino, CA 92415 Attention Dan Munsey, Fire Chief 7 With a copy to San Bernardino County Counsel 385 North Arrowhead Ave San Bernardino, CA 92415 Attention Tom Bunton, County Counsel To Seller City of Grand Terrace 22795 Barton Road Grand Terrace, CA 92313 Attention Michael Milhiser, Interim City Manager With a copy to Aleshire & Wynder, LLP 18881 Von Karman Blvd Suite 1700 Irvine, CA 92612 Attention Adrian Guerra, City Attorney To Escrow Holder Fidelity National Title Insurance Company 3237 E Guasti Road, Suite 105, Ontario, CA 91761 Attn Mary Lou Adame, Commercial Escrow Officer 12 GENERAL PROVISIONS 121 Assignment Neither party shall have the right to assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent of the other party Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns 122 Attorney's Fees In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, each party, including the prevailing party, in such action shall be responsible for their own attorneys' fees in connection with such action or proceeding 123 Interpretation, Governing Law This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement Titles and captions are for convenience only and shall not constitute a portion of this Agreement As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates Venue shall be the Superior Court of California, San Bernardino Division 124 No Waiver No delay or omission by either party in exercising any right or power accruing upon the compliance or failure of performance by the other party under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof A waiver by either party of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof 125 Modifications Any amendment or modification of this Agreement must be in writing and executed by both parties 126 Severability If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall 11 not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law 127 Merger This Agreement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior to contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect 128 Execution of Documents The parties agree to execute such instructions to Title Company and such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement 129 Inducement The making, execution and delivery of this Agreement by the parties hereto have been induced by no representations, statements, warranties or agreements other than those expressly set forth herein 12 10 Force Maieure If either party is delayed or prevented from performing any act required in this Agreement by reason of any event beyond the reasonable control of either party, including without limitation, by labor disputes, fire, unusual delay in deliveries, weather or acts of God, terrorism, delay in the issuance of permits or approvals, acts of governmental entities, unavoidable casualties or any other such causes beyond such party's control, then the time herein fixed for completion of such obligation(s) shall be extended by the number of days that such party has been delayed 12 11 Execution in Counterparts This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions as of the Agreement Date Note Section 10 2 need to. be separatelymitia1ed by the parties BUYER SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, a public entity By Curt Hagman, Chairman Accepted and Agreed to ESCROW HOLDER FIDELITY NATIONAL TITLE INSURANCE COMPANY z Mary Lou Adame Commercial Escrow Officer Dated , 2022 0 SELLER CITY OF GRAND TERRACE, a muni al corporation By D�rcv M _ Mavor, EST '. ), d'460,4Z e ra homas, City Clerk APPROVED AS TO FORM Aleshire & Wynder, LLP B / Y• Adrian Guerra, City Attorney EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY That certain real property located in the City of Grand Terrace, in the County of San Bernardino, State of California legally described as follows Parcel No 4 of Parcel Map No 6462 in the City of Grand Terrace, County of San Bernardino, State of California, as per plat recorded in Book 77 of Parcel Maps, pages 55 and 56, records of said County Being a subdivision of a portion of Lots 9 and 10, Hermosa Rancho, as per plat recorded in Book 13 of Maps, page 29, records of said County EXHIBIT B GRANT DEED Recording requested by and When Recorded Return to San Bernardino County Fire Protection District County Service Area 38 157 West Fifth Street, Second Floor San Bernardino, CA 92415 Attention APN 1178-011-12 (Space Above This Line for Recorder's Office Use Only) THE UNDERSIGNED GRANTOR DECLARES that the (Exempt from Recording Fee per Gov Code §6103) documentary transfer tax (computer on full value) is GRANT DEED JWith Option to Repurchase) FOR VALUABLE CONSIDERATION, receipt of which Is hereby acknowledged and subject to the covenants set forth below, the CITY OF GRAND TERRACE, a municipal corporation ("Grantor"), grants to SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, a public entity ("Grantee"), all of its rights, title, and interest in that certain real property in the City of Grand Terrace, San Bernardino County, State of California, as more particularly described in Exhibit A attached hereto and incorporated by this reference ("Property") As material consideration for this conveyance, Grantee covenants for itself and any successors in interest for the benefit of Grantor, as follows 1 RE -PURCHASE OPTION 1 1 Option If Grantee shall (I) cease to use a majority of the Property (determined by square footage) as a fire station, or (it) elects to sell the Property, then if authorized by law at the time of the occurrence of either (i) or (it), Grantor shall have the option to buy back the Property ("Option") from Grantee for the then fair market value to be determined as specified below Upon the occurrence of either of the foregoing events, Grantee must provide written notice to Grantor ("Trigger Notice") 12 Fair Market Value The Option Purchase Price shall be the fair market value ("FMV") of the Property as used for a fire station as determined by a real estate appraisal, prepared by a licensed MAI real estate appraiser Within thirty (30) business days of the Trigger Notice, the appraiser shall be jointly selected by the parties The parties shall mutually agree as to the scope of the appraisal work in writing if necessary Each party shall be responsible for one-half (1/2) of the appraisal costs If the parties are not able to mutually agree on a single MAI appraiser within the thirty (30) day period, then either party may elect to invoke the following procedure ("Election Notice") a Within ten (10) business days of receipt of the Election Notice, each party shall appoint an MAI appraiser If either party fails to appoint an appraiser then the appraiser nominated by the electing party shall be used to determine the FMV b If appraisers are appointed by each of the parties, the appraisers shall meet promptly and attempt to jointly agree as to the FMV If the appraisers are unable to agree on the FMV within sixty (60) business days of the date on which the last of the appraisers was appointed ("Joint Period"), the appraisers shall appoint a third qualified MAI appraiser ("Third Appraiser") within thirty (30) business days after the expiration of the Joint Period The third appraiser must be a licensed MAI appraiser who has not previously acted in any capacity for either party in the past five (5) years c Within thirty (30) business days after the selection of the Third Appraiser, all three (3) appraisers shall each determine the FMV and share their determinations with the other appraisers and attempt to agree as to the FMV If a majority of the appraisers are unable to agree on the FMV within the thirty (30) day period, then highest and lowest appraisals shall be disregarded and the remaining appraisal amount shall conclusively be deemed the FMV d The appraiser (or appraisers if there is more than one) shall promptly notify the parties of the determination of the final determination of the FMV 13 Option Exercise Upon determination of the FMV, Grantor shall have thirty (30) business days to elect in writing to exercise the Option ("Option Exercise Notice") If Grantor fads to deliver the Option Exercise Notice in a timely manner, the Option shall terminate If Grantor exercises the Option by delivering the Option Exercise Notice in the time specified, then the parties shall execute purchase and sale agreement substantially in the form by which Grantor sold the Property to Grantee ("PSA") which will include, among other things, a contingency in Grantor's favor to conduct due diligence (with a license to enter) for a reasonable time period, the issuance of an owner's title policy to Grantor at Grantee's expense and with other costs allocated between the parties in accordance with standard practice in San Bernardino County At closing, Grantor shall have the right to take possession of the Property free of any claims or rights of possession 2 COVENANT OF NON-DISCRIMINATION Grantee agrees to refrain from restricting the rental, sale, or lease of any portion of the Property on the basis of race, color, creed, religion, sex, marital status, age, ancestry, or national origin of any person All such deeds, leases, or contracts shall contain or be subject to substantially the following nondiscrimination or non -segregation clauses, which clauses shall remain in effect in perpetuity 21 Deeds In deeds the following language shall appear "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed The foregoing covenants shall run with the land " 22 Leases In leases the following language shall appear "The lessee herein covenants by and for itself, its heirs, executors, administrators, successors, and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions "That there shall be no discrimination against or 2 segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the leasing, subleasing, renting, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased " 23 Contracts In contracts pertaining to conveyance of the realty the following language shall appear "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land " 3 NOTICE All notices shall be in writing and delivered personally, by overnight air courier service, by facsimile transmission or email, or by U S certified or registered mail, return receipt requested, postage prepaid, to the parties at their respective addresses set forth below, and the same shall be effective upon receipt if delivered personally, one (1) business day after depositing with an overnight air courier, or two (2) business days after depositing in the mail immediately, upon transmission (as confirmed by electronic confirmation of transmission generated by the sender's machine) for any notice given by facsimile or email To Grantee San Bernardino County Fire Protection District 157 West Fifth Street, Second Floor San Bernardino, CA 92415 Attention Dan Munsey, Fire Chief With a copy to San Bernardino County Counsel 385 North Arrowhead Ave San Bernardino, CA 92415 Attention Tom Bunton, County Counsel To Seller City of Grand Terrace 22795 Barton Road Grand Terrace, CA 92313 Attention Michael Milhiser, Interim City Manager With a copy to Aleshire & Wynder, LLP 18881 Von Karman Blvd Suite 1700 Irvine, CA 92612 Attention Adrian Guerra, City Attorney 4 CALIFORNIA LAW The Covenants contained in this Deed shall be construed in accordance with the laws of the State of California 5 INTERPRETATION If an ambiguity or question of intent or interpretation arises, then the terms of this Deed, including but not limited to, the Covenants, shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party to this Deed, including but not limited to, the Covenants, by virtue of the authorship of any of the provisions of this Deed 6 SEVERABILITY If any provision of this Deed or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative or unenforceable, the remainder of the covenants contained in this Deed, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby 7 ATTORNEY'S FEES In the event any action or suit is brought by a party hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other party arising out of this Deed, then in that event the prevailing party shall be entitled to have and recover from the other party all costs and expenses of the action or suit, including reasonable attorneys' fees, expert witness fees, accounting and engineering fees, and any other professional fees resulting therefrom IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed on its behalf as of the date written below GRANTOR CITY OF GRAND TERRACE, a municipal corporation 175 Darcy McNaboe, Mayor ,202 ATTEST Debra Thomas, City Clerk APPROVED AS TO FORM Aleshire & Wynder, LLP By Adrian R Guerra, City Attorney CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by CITY OF GRAND TERRACE, a municipal corporation ("Grantor"), by Grant Deed to the SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, a public entity ("Grantee"), is hereby accepted by the undersigned officer and agent of Grantee and the Grantee consents to the recording of the Grant Deed Signed and dated at , California on , 2022 GRANTEE SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, a public entity 0 Curt Hagman, Chairman 5 Exhibit A Legal Description of the Property That certain real property located in the City of Grand Terrace, County of San Bernardino, State of California, and is described as follows Parcel No 4 of Parcel Map No 6462 in the City of Grand Terrace, County of San Bernardino, State of California, as per plat recorded in Book 77 of Parcel Maps, pages 55 and 56, records of said County Being a subdivision of a portion of Lots 9 and 10, Hermosa Rancho, as per plat recorded in Book 13 of Maps, page 29, records of said County A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document STATE OF CALIFORNIA ) ss COUNTY OF On , 202_ before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Notary Public SEAL GRANT DEED Recording requested by and When Recorded Return to San Bernardino County Fire Protection District County Service Area 38 157 West Fifth Street, Second Floor San Bernardino, CA 92415 Attention APN 1178-011-12 THE UNDERSIGNED GRANTOR DECLARES that the documentary transfer tax (computer on full value) is (Space Above This Line for Recorder's Office Use Only) (Exempt from Recording Fee per Gov Code §6103) GRANT DEED ,(With Option to Repurchase) FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged and subject to the covenants set forth below, the CITY OF GRAND TERRACE, a municipal corporation ("Grantor"), grants to SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, a public entity ("Grantee"), all of its rights, title, and interest in that certain real property in the City of Grand Terrace, San Bernardino County, State of California, as more particularly described in Exhibit A attached hereto and incorporated by this reference ("Property") As material consideration for this conveyance, Grantee covenants for itself and any successors in interest for the benefit of Grantor, as follows 1 RE -PURCHASE OPTION 1 1 Option If Grantee shall (i) cease to use a majority of the Property (determined by square footage) as a fire station, or (ii) elects to sell the Property, then if authorized by law at the time of the occurrence of either (i) or (ii), Grantor shall have the option to buy back the Property ("Option") from Grantee for the then fair market value to be determined as specified below Upon the occurrence of either of the foregoing events, Grantee must provide written notice to Grantor ("Trigger Notice") 12 Fair Market Value The Option Purchase Price shall be the fair market value ("FMV") of the Property as used for a fire station as determined by a real estate appraisal, prepared by a licensed MAI real estate appraiser Within thirty (30) business days of the Trigger Notice, the appraiser shall be jointly selected by the parties The parties shall mutually agree as to the scope of the appraisal work in writing if necessary Each party shall be responsible for one-half (1/2) of the appraisal costs If the parties are not able to mutually agree on a single MAI appraiser within the thirty (30) day period, then either party may elect to invoke the following procedure ("Election Notice") a Within ten (10) business days of receipt of the Election Notice, each party shall appoint an MAI appraiser If either party fails to appoint an appraiser then the appraiser nominated by the electing party shall be used to determine the FMV b If appraisers are appointed by each of the parties, the appraisers shall meet promptly and attempt to jointly agree as to the FMV If the appraisers are unable to agree on the FMV within sixty (60) business days of the date on which the last of the appraisers was appointed ("Joint Period"), the appraisers shall appoint a third qualified MAI appraiser ("Third Appraiser") within thirty (30) business days after the expiration of the Joint Period The third appraiser must be a licensed MAI appraiser who has not previously acted in any capacity for either party in the past five (5) years c Within thirty (30) business days after the selection of the Third Appraiser, all three (3) appraisers shall each determine the FMV and share their determinations with the other appraisers and attempt to agree as to the FMV If a majority of the appraisers are unable to agree on the FMV within the thirty (30) day period, then highest and lowest appraisals shall be disregarded and the remaining appraisal amount shall conclusively be deemed the FMV d The appraiser (or appraisers if there is more than one) shall promptly notify the parties of the determination of the final determination of the FMV 13 Option Exercise Upon determination of the FMV, Grantor shall have thirty (30) business days to elect in writing to exercise the Option ("Option Exercise Notice") If Grantor fails to deliver the Option Exercise Notice in a timely manner, the Option shall terminate If Grantor exercises the Option by delivering the Option Exercise Notice in the time specified, then the parties shall execute purchase and sale agreement substantially in the form by which Grantor sold the Property to Grantee ("PSA") which will include, among other things, a contingency in Grantor's favor to conduct due diligence (with a license to enter) for a reasonable time period, the issuance of an owner's title policy to Grantor at Grantee's expense and with other costs allocated between the parties in accordance with standard practice in San Bernardino County At closing, Grantor shall have the right to take possession of the Property free of any claims or rights of possession 2 COVENANT OF NON-DISCRIMINATION Grantee agrees to refrain from restricting the rental, sale, or lease of any portion of the Property on the basis of race, color, creed, religion, sex, marital status, age, ancestry, or national origin of any person All such deeds, leases, or contracts shall contain or be subject to substantially the following nondiscrimination or non -segregation clauses, which clauses shall remain in effect in perpetuity 21 Deeds In deeds the following language shall appear "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed The foregoing covenants shall run with the land " 22 Leases In leases the following language shall appear "The lessee herein covenants by and for itself, its heirs, executors, administrators, successors, and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the leasing, subleasing, renting, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased " 23 Contracts In contracts pertaining to conveyance of the realty the following language shall appear "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land " 3 NOTICE All notices shall be in writing and delivered personally, by overnight air courier service, by facsimile transmission or email, or by U S certified or registered mail, return receipt requested, postage prepaid, to the parties at their respective addresses set forth below, and the same shall be effective upon receipt if delivered personally, one (1) business day after depositing with an overnight air courier, or two (2) business days after depositing in the mail immediately, upon transmission (as confirmed by electronic confirmation of transmission generated by the sender's machine) for any notice given by facsimile or email To Grantee San Bernardino County Fire Protection District 157 West Fifth Street, Second Floor San Bernardino, CA 92415 Attention Dan Munsey, Fire Chief With a copy to San Bernardino County Counsel 385 North Arrowhead Ave San Bernardino, CA 92415 Attention Tom Bunton, County Counsel To Seller City of Grand Terrace 22795 Barton Road Grand Terrace, CA 92313 Attention Michael Milhiser, Interim City Manager With a copy to Aleshire & Wynder, LLP 18881 Von Karman Blvd Suite 1700 Irvine, CA 92612 Attention Adrian Guerra, City Attorney 4 CALIFORNIA LAW The Covenants contained in this Deed shall be construed in accordance with the laws of the State of California 5 INTERPRETATION If an ambiguity or question of intent or interpretation arises, then the terms of this Deed, including but not limited to, the Covenants, shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party 3 to this Deed, including but not limited to, the Covenants, by virtue of the authorship of any of the provisions of this Deed 6 SEVERABILITY If any provision of this Deed or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative or unenforceable, the remainder of the covenants contained in this Deed, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby 7 ATTORNEY'S FEES In the event any action or suit is brought by a party hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other parry arising out of this Deed, then in that event the prevailing party shall be entitled to have and recover from the other party all costs and expenses of the action or suit, including reasonable attorneys' fees, expert witness fees, accounting and engineering fees, and any other professional fees resulting therefrom IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed on its behalf as of the date written below GRANTOR CITY OF GRAND TERRACE, a municipal corporation By Da bo ayor August 23, 2022 ST ebra Thomas, City Clerk APPROVED AS TO FORM Aleshire & Wynder, LLP By Adrian R Guerra, City Attorney 4 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by CITY OF GRAND TERRACE, a municipal corporation ("Grantor"), by Grant Deed to the SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, a public entity ("Grantee"), is hereby accepted by the undersigned officer and agent of Grantee and the Grantee consents to the recording of the Grant Deed Signed and dated at , California on , 2022 GRANTEE SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, a public entity By Curt Hagman, Chairman Exhibit A Legal Description of the Property That certain real property located in the City of Grand Terrace, County of San Bernardino, State of California, and is described as follows Parcel No 4 of Parcel Map No 6462 in the City of Grand Terrace, County of San Bernardino, State of California, as per plat recorded in Book 77 of Parcel Maps, pages 55 and 56, records of said County Being a subdivision of a portion of Lots 9 and 10, Hermosa Rancho, as per plat recorded in Book 13 of Maps, page 29, records of said County A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document STATE OF CALIFORNIA ) ss COUNTY OF On , 202_ before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Notary Public SEAL Debra Thomas From Konrad Bolowich Sent Tuesday, January 31, 2023 1045 AM To Debra Thomas Subject FW Grand Terrace Acquisition Attachments 12-13-2022 (Item 83) Executed BAI - Grand Terrace pdf Life is trying things to see if they work - Ray Bradbury From Serna, Martin <mserna@sbcfire org> Sent Thursday, January 26, 2023 2 45 PM To Konrad Bolowich <Kbolowich@grandterrace-ca gov> Subject Grand Terrace Acquisition Good afternoon Sharing for awareness please advise if you require further Respectfully, Martin A Serna Assistant Chief Division 2 San Bernardino County Fire Phone- 909-387-5958 Mobile. 310-678-0442 Email mserna _sbcfire org Providing Premier Regional Fire, Rescue & EMS Services www S$CFire org Follow Us On Social Media In 0 13 Im 0 1 -sr_`- - I. REPORT/RECOMMENDATION TO THE BOARD OF DIRECTORS OF THE SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT AND RECORD OF ACTION December 13, 2022 FROM DANIEL MUNSEY, Fire Chief/Fire Warden, San Bernardino County Fire Protection District TERRY W THOMPSON, Director, Real Estate Services Department SUBJECT Agreement for Purchase and Sale and Joint Escrow Instructions with the City of Grand Terrace for the Acquisition of Fire Station 23 in Grand Terrace RECOMMENDATION(S) Acting as the governing body of the San Bernardino County Fire Protection District 1 Approve Appraisal No 22-25, prepared by J Richard Donahue, MAI and Stephanie Kavanaugh, dated April 8, 2021, a copy of which is on file with the Real Estate Services Department 2 Approve the acquisition of existing Fire Station 23, improved with an approximately 5,390 square foot Fire Station, on a 0 84-acre parcel owned by the City of Grand Terrace and located at 22582 City Center Court in the City of Grand Terrace, for the purchase price of $1,300,000 plus escrow and title fees estimated to be $3,000, for the San Bernardino County Fire Protection District in accordance with Health and Safety Code section 13861(b) and Government Code section 25350 3 Approve the Agreement No 22-1214 for Purchase and Sale of Real Property and Joint Escrow Instructions between the San Bernardino County Fire Protection District and the City of Grand Terrace 4 Approve the Grant Deed, which includes an option for the City of Grand Terrace to repurchase the property 5 Authorize the Director of the Real Estate Services Department to accept the Grant Deed and execute any other documents necessary to complete this transaction (Presenter Terry W Thompson, Director, 387-5000) COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES Improve County Government Operations Operate in a Fiscally -Responsible and Business -Like Manner Ensure Development of a Well -Planned, Balanced, and Sustainable County Provide for the Safety, Health and Social Service Needs of County Residents Pursue County Goals and Objectives by Working with Other Agencies and Stakeholders FINANCIAL IMPACT Approval of this item will not result in the use of Discretionary General Funding (Net County Cost) The costs relative to this item will be funded by the San Bernardino County Fire Protection District (District) Sufficient appropriation is available in both the 2022-23 Capital Improvement Program (WBSE 10 10 1264) and District's (5800232434) budgets for the Property's acquisition and reimbursement Item 83 Page 1 of 4 Agreement for Purchase and Sale and Joint Escrow Instructions with the City of Grand Terrace for the Acquisition of Fire Station 23 in Grand Terrace December 13, 2022 The cost to acquire the existing Fire Station 23, improved with an approximately 5,390 square foot fire station, on a 0 84-acre parcel located at 22582 City Center Court in Grand Terrace (Property) in fee simple is $1,300,000, plus escrow and title fees estimated to be $3,000 Upon the opening of escrow, Project and Facilities Management (PFMD) will deposit with the escrow holder the sum of $50,000 to be held and applied against the purchase price at closing or refunded in accordance with the terms of the Agreement for Purchase and Sale Agreement of Real Property and Joint Escrow Instructions (Agreement) BACKGROUND INFORMATION The recommended actions will authorize the acquisition of the existing Property, owned by the City of Grand Terrace (City) for continued use by the District On January 8, 1990 (Item No 55), the Board of Directors (Board) approved Lease Agreement No 90-23 (Lease) between the City and San Bernardino County (County) for the use of the Property Over the past 32 years, the Lease has allowed the District to provide fire protection services in the City The City recently requested that the County pursue the purchase of the Property This is the only station that is not part of the District's real estate portfolio The District typically has ownership interest in the station where they are not contracted to provide local fire services In May 2021, the District approached the Real Estate Services Department (RESD) to pursue acquisition of the Property The City procured an appraisal, prepared by J Richard Donahue, MAI and Stephanie Kavanaugh, dated April 8, 2021, which determined the value of the Property to be $1,300,000 RESD reviewed the appraisal and concurred with the value established The acquisition of the Property will allow the District to continue to provide fire protection service to the area During advance due diligence title reviews, RESD discovered the City entered into a Site Lease with Option in 2008 for a wireless communication tower In 2011, the City sold all of its rights in the Site Lease through a Wireless Communication Easement and Assignment Agreement, which granted an easement to a tower operator, but remained "site owner" of the underlying land Currently, the easement and landlord interests are vested in Global Signal Acquisitions IV LLC, a subsidiary of Crown Castle, and the tenant interests are vested in American Towers LLC Therefore, upon completion of the sale, the District will become site owner and the Property will remain subject to the easement and leasehold interests The Grant Deed for the Property includes an option for the City to buy back the Property from the District for the then fair market value if the District should ever (i) cease to use a majority of the Property (determined by square footage) as a fire station, or (ii) elects to sell the Property The Grant Deed also provides that in the event of any action or suit between the parties, the prevailing party is entitled to recover from the other party all costs and expenses of the action or suit, including, but not limited to attorneys' fees Additionally, approval of this item will authorize the Director of RESD to accept the Grant Deed and execute escrow documents, such as amended escrow instructions, property disclosures, notices (such as an election to proceed), contingency waivers, and settlement statements The Director of RESD will not be authorized to execute any documents that would bind the District to any actions not contemplated by, or arising from, the transaction, which is the subject of these recommendations Item 83 Page 2 of 4 Agreement for Purchase and Sale and Joint Escrow Instructions with the City of Grand Terrace for the Acquisition of Fire Station 23 in Grand Terrace December 13, 2022 As evidenced by the Notice of Exemption posted by the City with the Clerk of the Board of Supervisors, the City found this transaction to be categorically exempt from further review under California Code of Regulations, Title 14, Section 15378 (b)(5), 15060 and 15061(b)(3) of the California Environmental Quality Act Guidelines (CEQA) (Title 14, California Code of Regulations) PROCUREMENT The District can purchase this Property pursuant to Health and Safety Code section 13861(b) and Government Code section 25350 The District has complied with the publication requirements of Government Code section 6063 REVIEW BY OTHERS This item has been reviewed by County Counsel (Scott Runyan, Principal Assistant County Counsel, 387-5455) on December 6, 2022, San Bernardino County Fire Protection District (Cory Nelson, Deputy Chief of Business Operations, 387-5912) on November 15, 2022, Purchasing (Bruce Cole, Supervising Buyer, 387-2148) on November 2, 2022, Finance (Tom Forster, Administrative Analyst, 387-4635, and Yael Verduzco, Principal Administrative Analyst, 387- 5285) on November 22, 2022, and County Finance and Administration (Diana Atkeson, Deputy Executive Officer, 387-4376) on November 22, 2022 (JAG 677-8210) Item 83 Page 3 of 4 Agreement for Purchase and Sale and Joint Escrow Instructions with the City of Grand Terrace for the Acquisition of Fire Station 23 in Grand Terrace December 13, 2022 Record of Action of the Board of Directors San Bernardino County Fire Protection District APPROVED (CONSENT CALENDAR) Moved Janice Rutherford Seconded Dawn Rowe Ayes Janice Rutherford, Dawn Rowe, Curt Hagman, Joe Baca, Jr Absent Col Paul Cook (Ret ) Lynna Monell, CLERK OF THE BOARD BY t/�d DATED Ncember 1 , 2022 r'RD]ly0� O� s K cs �OT$CTIO1 �\ cc SDD/SBCFPD- Thompson w/agree for sign Contractor- C/O SBCFPD w/agree File w/agree w/Grant Deed w/map LA 12/16/2022 Item 83 Page 4 of 4