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2023-09RESOLUTION NO 2023-09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAND TERRACE MAKING A GENERAL PLAN CONFORMANCE FINDING RELATING TO THE SALE OF EXCESS CITY LAND (APNS 1167-231-10 AND 1167-231-22) RECENTLY ACQUIRED FROM THE SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY ;("SBCTA"), APPROVAL OF THE AGREEMENT FOR PURCHASE & SALE OF REAL ESTATE AND JOINT ESCROW INSTRUCTIONS, RELATING TO THE SALE OF EXCESS CITY LAND RECENTLY ACQUIRED FROM SBCTA TO SALAM A YASIN, TRUSTEE OF THE SALAM YASIN LIVING TRUST DATED JULY 12, 2020, FOR $141,000, FINDING THIS IS NOT A PROJECT AND/OR IT IS EXEMPT FROM CEQA PURSUANT TO CEQA REGULATIONS 15060(C)(3), 15061(B)(3), 15378(B)(5), AND APPROVING SUCH AGREEMENT, AND AUTHORIZING THE MAYOR TO SIGN THEREOF SUBJECT TO CITY ATTORNEY APPROVAL AS TO FORM WHEREAS, the City owns that certain vacant land (APNS 1167-231-10 and 1167- 231-22) recently acquired from San Bernardino County Transportation Authority and legally described on Exhibit A to the PSA (defined below) together with all existing privileges, rights, easements, hereditaments, and appurtenances thereto belonging, and all right, title and interest of the titleholder thereof in and to any streets, alleys, passages and other rights of way included therein or adjacent thereto (before or after the vacation thereof) ("Property"), and WHEREAS, the City desires to sell the Property to the Salam A Yasin, the Trustee of the Salam Yasin Living Trust Dated July 12, 2020, ("Purchaser") ; and the Purchaser desires to buy the Property from the City, pursuant to an Agreement for Purchase & Sale of Real Estate and Joint Escrow Instructions, relating to the Sale of Excess City Land in the amount of $141,000, which is attached hereto, and incorporated herein by this reference, as Attachment 1 ("PSA"), and WHEREAS, Property is more particularly legally described and depicted in Exhibit "A" of the PSA NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Grand Terrace, as follows Section 1 Recitals The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference i Section 2 CEQA The City Council finds that the actions contemplated by this Resolution are not subject to environmental review A As to the General Plan Conformance �pursuant Finding, to CEQA Regulation 15060(c)(3), this activity is not a project under CEQA Regulation 15378(b)(5) (organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment Further, even if this conformance finding is a project, it can be seen with certainty that, pursuant to CEQA Reg I lation 15061(b)(3), CC Reso No 2023-09 Page 1 of 3 May 9, 2023 there is no possibility that this action would have a significant effect on the environment A general plan conformance finding merely determines whether the Isale of City excess land conforms with the City's General Plan and does not propose any development Thus, it can be seen with certainty that the General Plan Conformance finding as provided herein is exempt from CEQA To the extent there is any development speculated, any use as determined by the Purchaser of the Property would be subject to a separate discretionary action and CEQA compliance review by the City Further, the full extent of any future use, design, and operations of the Property are speculative at this point and are therefore not yet ripe for evaluation Potential environmental impacts will be evaluated at the time by the City pursuant to applicable law B Further, the approval of the PSA as provided herein is exempt from CEQA pursuant to CEQA Regulation 15061(b)(3) (when it can be seen with certainty that there is no possibility that an action will have a significant effect on the environment, that activity is not subject to CEQA) Although the Property's ownership will change, no physical changes are proposed or authorized in connection with the sale of the Property Therefore, it can be seen with certainty that there is no possibility of significant environmental effects, and the sale of the Property is not subject to CEQA To the extent there is any development speculated, any use as determined by the Purchaser of the Property would be subject to a separate discretionary action and CEQA compliance review by the City Further, the full extent of any future use, design, and operations of the Property are speculative at this point and are therefore not yet ripe for evaluation Potential environmental impacts will be evaluated at the time by the City pursuant to applicable law Section 3 General Plan Conformity Based upon the foregoing and consistent with Government Code Section 65402, the City Council hereby finds as follows A The purpose of the Barton Road Specific Plan ("BRSP") and associated zoning districts is to assure the systematic implementation, of the City of Grand Terrace's General Plan within the BRSP area The General Commercial designation is primarily located along Barton Road and has direct access to the Interstate 215 Freeway It provides a wide range of retail and service commercial opportunities' designated to meet the needs of the City's residents, businesses, and visitors while also providing employment opportunities B The Property is zoned BRSP General Commercial and is designated General Commercial on the General Plan Land Use Map C The Purchaser intends to acquire the Property for the purpose of future commercial/economic development D Therefore, the proposed sale of the Property would be accomplished for the intended purpose of implementing the BRSP, in accordance with the General Plan land use designation, goals, and policies pursuant to Government Code Section 65402 i Section 4 Surplus Land Act The City has complied with the Surplus Land Act Specifically, the City declared the Property surplus on July 12, 2022, and notice was provided to potential housing developers on October 21, 2022, in compliance with the SLA No housing developers expressed interest in the Property within the applicable time CC Reso No 2023-09 Page 2 of 3 May 9, 2023 I period As such, by its letter dated February 8, 2023, the California Department of Housing & Community Development determined that the City has complied with the requirements of the SLA Consequently, the City is now free to sell the Property I Section 5 Approval of PSA Based upon the foregoing, the City Council hereby approves the PSA in substantially the form attached hereto as Attachment 1 and authorizes the Mayor to sign the PSA subject to the City Attorney's approval as to form Section 6 Effective Date This Resolution shall immediately take effect upon passage PASSED, APPROVED and ORDERED by the City Council of the City of Grand Terrace, California at a regular meeting held on the 9th day of May, 2023 c Bill Hu ey Mayor ATTEST-- - `l eAA .Pam bra L `Thomas City/Clerk APPROVED AST RM Adrian R Guerra City Attorney CC Reso No 2023-09 Page 3 of 3 May 9, 2023 Attachment 1 Agreement for Purchase & Sale of Real Estate and Joint Escrow Instructions, relating to the Sale of Excess City Land 4 DocuSign Envelope ID F1435AC7-5B38-4591-B462-FF25DA3F5189 1 AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE AND JOINT ESCROW INSTRUCTIONS Barton Road Excess Land THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE AND JOINT ESCROW INSTRUCTIONS (this "Agreement"), is entered Into on ,'2023 by and between the SALAM A YASIN, TRUSTEE OF THE SALAM YASIN LIVING TRUST DATED JULY 12, 2020 ("Buyer") and the CITY OF GRAND TERRACE, a general law city ("Seller") tFidelity National Title Insurance Company shall serve as Escrow Holder and Title Company under this Agreement RECITALS A Seller owns that certain vacant land as legally described and depicted in Exhibits A attached hereto and made a part hereof together with all existing privileges, rights (including mineral rights to the extent they are transferable by Seller), easements, hereditaments, and appurtenances thereto belonging, and all right, title and interest of the titleholder thereof in and to any streets, alleys, passages and other rights -of -way included therein or adjacent thereto (before or after the vacation thereof ("Property") B Seller acquire the Property from the County of San Bernardino and has possession of the Property for only a brief time C Seller has a governmental agency has complied with the California Surplus Land Act D Seller, Buyer and BB Holdings CA, LLC, an Oregon limited liability company as the intended "Ground Lessee," executed that certain Triparty Limited License to Enter Agreement dated January 25, 2023 ("License Agreement") E Buyer desires to purchase from Seller and Seller desires to sell to Buyer all of Seller's right, title, and interest in and to the Property on the terms and conditions set forth in this Agreement NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows ARTICLE 1 AGREEMENT TO PURCHASE AND SELL Buyer agrees to purchase, and Seller agrees to sell, the Property at the Purchase Price and on the terms set forth herein In furtherance thereof Seller agrees to convey to Buyer title to the Property by a recordable Grant Deed substantially in form and content as set forth in Exhibit B attached hereto ("Grant Deed") Immediately following recordation of the Grant Deed, the Covenant Agreement in the form attached as set forth in Exhibit C attached hereto ("Covenant Agreement") which is required by the SLA i 01247 0020/851042 3 DocuSign Envelope ID F1435AC7-5B38-4591-B462-FF25DA3F5189 ARTICLE 2 ESCROW 21 Purchase Price The purchase price to be paid by Buyer to Seller for the Property shall be ONE HUNDRED FORTY-ONE THOUSAND DOLLARS ($141,000) (`,`Purchase Price") 22 Opening of Escrow, Earnest Money Deposit 2 2 1 Opening of Escrow Upon full execution of the Agreement, Seller and Buyer shall open an Escrow (as hereinafter defined) by depositing a fully executed copy of this Agreement with Mary Lou Adame at Fidelity National Title Insurance Company, 3237 E Guasti Rd , Ste 105, Ontario, CA 91761 (909) 978-3020 Marylou AdameCa)_fnf coin ("Escrow Holder") Escrow shall be deemed opened on the date when Escrow Holder receives, executes, and dates acceptance of a fully executed copy of this Agreement ("Opening of Escrow") a copy of which shall be provided to each party and the Earnest Money Deposit (defined in Section 2 2 2) r 2 2 2 Earnest Money Deposit To open escrow, Buyer shall deposit into Escrow the sum of Four Thousand Two Hundred Thirty Dollars ($4,230) ("Earnest Money Deposit") 2 2 3 Good Funds All funds deposited in Escrow shall be in"`Good Funds" which means a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California 23 BUYER'S DEFAULT AND LIQUIDATED DAMAGES BUYER AND SELLER AGREE THAT SHOULD BUYER DEFAULT IN BUYER'S OBLIGATION TO PURCHASE THE PROPERTY WITHIN THE TIME AND IN THE MANNER SPECIFIED IN ,THIS AGREEMENT, SELLER SHALL BE RELEASED FROM ALL OBLIGATIONS IN LAW OR EQUITY TO CONVEY THE PROPERTY TO BUYER BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER BECAUSE OF SUCH DEFAULT, THAT THE EARNEST' MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE AND AGREED STIPULATION OF DAMAGES IN THE EVENT OF SUCH DEFAULT BY BUYER AND THAT SELLER SHALL HAVE NO OTHER RIGHT OR CAUSE OF ACTION AGAINST BUYER FOR DAMAGES OR OTHERWISE ARISING FROM SAID DEFAULT EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH IN SECTION 3 1 4 WHICH SHALL REMAIN IN EFFECT oS Seller's Initials Buyer's Initials S 24 Closing Costs Closing costs shall be paid as follows 2 41 By Seller Seller will pay one-half (1/2) of escrow fees, the cost of the Title Policy (as defined in Section 3 2 2) and any documentary transfer taxes 2 4 2 By Buyer Buyer will pay one-half (1/2) of escrow fees, (recording fees for the Grant Deed and any additional title coverage or endorsements which Buyer may desire and any document preparation costs for documents prepared on Buyer's behalf 2 4 3 Attorney Fees Each party will be responsible for payment of its own attorneys' 01247 0020/851042 3 2 1 i DocuSign Envelope ID F1435AC7-5B38 4591-B462-FF25DA3F5189 fees with respect to the negotiation and preparation of t is Agreement 25 Closing of Escrow Upon satisfaction of the conditions precedent in Sections 2 12 and 2 13, Escrow shall close with the recordation of the Grant Deed Immediately followed by recordation of the Covenant Agreement (with counterparts assembled Into a single document) in the Official Records of San Bernardino County and Title Company's commitment to Issue the Title Policy (as defined in ("Closing" or "Close of Escrow") Escrow shall close on or before thirty (30) days after Opening of Escrow, unless extended in writing executed by the parties I However, the parties may, upon written agreement, close earlier than the specified Closing Date 26 Real Property Taxes, Closing Prorations and Adiustments The parties acknowledge that because of Seller's status as a public entity, the Property has not been subject to real property taxation during Seller's period of ownership Buyer will become liable for real property taxes and assessments with respect to the Property from and after Close of Escrow, to the extent that such taxes and assessments relate to periods following Close of Escrow , 27 Payment of Purchase Price The Purchase Price, less the Earnest Money Deposit and plus or minus any adjustments, credits or prorations provided for herein, shall be paid by Buyer at the Closing 28 Possession Exclusive possession of the Property shall be delivered to Buyer at the Closing 29 Escrow Provisions 2 9 1 Escrow Instructions Sections 1, 2 (but excluding Section 2 4 3), 3 2 and 6 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 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 necessary to close Escrow 2 9 2 General Escrow Provisions Escrow Holder shall deliver the Title Policy to the Buyer and instruct the San Bernardino County Recorder to mail (I) the Grant Deed to Buyer at the address set forth in Section 6 2 after recordation, and (ii) the Covenant Agreement to Seller at the address set forth in Section 6 2 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 Southern California and may be disbursed to any other general escrow account or accounts All disbursements shall be according to that party's instructions 210 Documents to be Delivered by Seller At least two (2) business days prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Holder the following, each of which shall be in form satisfactory to Buyer 2 10 1 Grant Deed A duly executed and acknowledged Grant Deed 01247 0020/851042 3 3 I DocuSign Envelope ID F1435AC7-5B38-4591-B462-FF25DA3F5189 2 10 2 Covenant Agreement A duly executed and acknowledged Covenant Agreement 2 10 3 Miscellaneous A Preliminary Change of Ownership document as required by the County of San Bernardino, and all other documents required by Title Company or Escrow duly executed and delivered (if applicable) 211 Documents to be Delivered by Buyer At least two (2) business days prior to the Closing, Buyer shall deliver or cause to be delivered to Escrow Holder the following, each of which shall be in form satisfactory to Seller 2 11 1 Funds The balance of the Purchase Price plus such sums are Buyer's responsibility under this Agreement 211 2 Covenant Agreement A duly executed and acknowledged Covenant Agreement 2 11 3 Miscellaneous Such other instruments and documents as may be required by the Title Company or Escrow to carry out the purpose of this Agreement 212 Conditions to Seller's Obligations The Closing and Seller's obligations to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions (or Seller's waiver thereof) which are for Seller's sole benefit, on or prior to the dates designated below for the satisfaction of such conditions, or the Closing in absence of a specified date 2 12 1 Buyer's Obligations As of the Closing, Buyer shall have timely performed all the obligations required by the terms of this Agreement to be performed by Buyer 2 12 2 Buyer's Representations As of the Closing, all representations and warranties made by Buyer to Seller in this Agreement shall be true and correct as of the Closing 213 Conditions to Buyer's Obligations The Closing and Buyer's obligations to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions (or Buyer's waiver thereof) which are for Buyer's sole benefit, on or prior to the dates designated below for the satisfaction of such conditions, or the Closing in absence of a specified date 2 13 1 Seller's Obligations As of the Closing, Seller shall have timely performed all the obligations required by the terms of this Agreement to be performed by Seller 2 13 2 Property Condition Buyer has approved the condition of the Property pursuant to Section 3 1 2 13 3 Title Policy The Title Company will issue the Title P I licy and deliver same to Buyer at Closing 2 13 4 Seller's Representations As of the Closing, all representations and warranties made by Seller to Buyer in this Agreement shall be true and 01247 0020/851042 3 4 DocuSign Envelope ID F1435AC7-5B38-4591-B462-FF25DA3F5189 correct as of the Closing 214 Electronic Signatures Escrow Holder is authorized to accept electronically signed documents which comply with UETA and ESign laws, provided, however, that any documents to be recorded (such as the Grant Deed and Covenant Agreement) must bear original signatures and notarizations Escrow Holder will notify Seller and Buyer regarding any other documents as to which it may require original signatures 2 15 No Withholding as Foreign Seller Seller represents and warrants to Buyerthat 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 2 16 City Manager Authority Seller by its execution of this Agreement agrees that the City Manager of Seller or his designee (who has been designated by City Manager's written notice delivered to Buyer and Escrow Holder) shall have the authority to execute documents on behalf of Seller including, but not limited to, issuing approvals, disapprovals and extensions Any such approval, disapproval or extension executed by the City Manager, or his designee shall be binding on Seller ARTICLE 3 REVIEW PERIODS 31 Review of Property 3 1 1 Buyer's Review Period Seiler received no documents from the County as part of its acquisition and has no documents regarding the Property ("Property Documents") Buyer has had the right to inspect the Property pursuant to the License to Enter Agreement According, Buyer's Review Period shall expire twenty (20) days after Opening of Escrow ("Buyer's Review Period"), unless terminated earlier by Buyer If Buyer has not disapproved the condition of the Property by written notice delivered to Seller and Escrow Holder prior to the expiration of Buyer's Review Period, then Buyer shall be deemed to have approved same In the event, Buyer terminates this Agreement within the Buyer's Review Period, the Earnest Money Deposit shall be returned to Buyer 3 1 2 Buyer's Investigations of the Property During the Review Period, Buyer and its agents and contractors shall have the right to conduct such investigations and enter upon the Property to conduct, at Buyer's expense, such tests and investigations as may be necessary for Buyer to determine whether any matter would materially hinder or make economically unfeasible Buyer's intended use of the Property At least two (2) days prior any invasive investigations or tests, Buyer shall notify Seller of the investigations or tests to be conducted Buyer will be responsible to pay the cost of repairing any damage to the Property because of any test or inspection and leave the Property in a safe condition Copies of any investigations or reports shall be delivered to Seller upon Seller's request The terms of the License to Enter Agreement shall remain in full force and effect during the term of this Agreement including, but not limited to, the indemnity provisions 3 1 3 Insurance Requirements Prior to Buyer or its agents or contractors entering upon the Property pursuant to this Section 3 1, Buyer shall (i) give Seller, forty-eight (48) hours prior notice of entry, and (ii) provide satisfactory evidence to Seller that Buyer, or its agents 01247 0020/851042 3 5 I DocuSign Envelope ID F1435AC7-51338 4591-13462 FF25DA3F5189 or contractors, have obtained commercial general liability Insurance, with limits of not less than $2,000,000 per occurrence and $4,000,000 in aggregate, workers compensation Insurance in statutory limits and employers liability Insurance with limits not less than $1,000,000 each Incident, Commercial Auto Liability, with limits of not less than $1,000,000 each accident, and umbrella excess liability Insurance excess of the underlying commercial general liability and employers liability insurance with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate Further Buyer will name Seller as an additional named insured on the policies listed above 3 1 4 Indemnity Buyer agrees to defend and indemnify Seller for any claims that arise out of Buyer's inspection or testing of the Property This obligation and the obligations under the License to Enter Agreement shall survive termination of this Agreement 32 Review of Title 3 2 1 Approval of Title Promptly upon Opening of Escrow, a hyper -linked preliminary title report shall be issued by Fidelity National Title Insurance Company ("Title Company"), describing the state of title of the Property, together with copies of all exceptions listed therein in the event that a hyper -linked report is unavailable, and a map plotting all easements specified therein ("Preliminary Title Report") Within fifteen (15) 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 except that Buyer may not disapprove any title exceptions caused by Buyer's entry onto the Property pursuant to Section 3 1 ("Disapproved Exceptions"), provided all monetary liens encumbering the Property are hereby disapproved by Buyer and shall be removed and released by Seller through or prior to the Close of Escrow In the event Buyer delivers Buyer's Title Notice within said period, Seller shall have a period of five (5) 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, 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) days following the earlier of (i) the date of written advice from Seller that such Disapproved Exception(s) cannot be removed, or (li) the date Seller declines to remove such Disapproved Exception(s) 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 five (5) days following receipt of notice of such additional exceptions 3 2 2 Title Policy At the Close of Escrow, Escrow Holder shall furnish Buyer with an ALTA owner's non -extended coverage policy of title insurance insuring title to the Property vested in Buyer with coverage in the amount of the Purchase Price showing (i) title exceptions approved pursuant to Section 3 2 1, (ii) the Covenant Agreement, and (iii) any exceptions caused by Buyer including pursuant to Section 3 1 and the License to Enter Agreement ("Title Policy") The cost of the Title Policy to Buyer shall be paid by Seller but Buyer shall be obligated pay for any endorsements If Buyer desires to obtain an ALTA extended coverage 01247 0020/851042 3 6 DocuSign Envelope ID F1435AC7-5B38-4591-B462-FF25DA3F5189 I owner's title policy, Buyer shall deliver an ALTA survey, at Buyer's cost, to Title Company at least ten (10) days prior to the Closing Date and Buyer shall pay the additional cost for the extended coverage 3 2 3 Binder Escrow is advised that Seller purchased a binder which shall be applied to the costs of the Title Policy which are applicable to Seller ARTICLE 4 REPRESENTATIONS AND WARRANTIES 41 Seller's Representations and Warranties Except as expressly set forth in this Agreement, Seller is selling the Property "AS -IS" with all faults, but represents and warrants to Buyer as follows 4 1 1 Authority Seller has full power and authority to sell, convey and transfer the Property as provided for in this Agreement and this Agreement is binding and enforceable against Seller 4 1 2 Disclosure Seller did not receive any Property Documents from the County and has none to deliver to Buyer pursuant to Section 3 1 1 4 1 3 No Third -Party Rights To the best of Seller's knowledge, there are no leases, purchase agreements, options, or any other agreements which are in effect as to the Property and no third party has any rights or claims to the Property 42 Buyer's Representations and Warranties Except as expressly set forth in this Agreement, Buyer is relying upon no warranties, express or implied, oral, or written, from Seller regarding the Property and, upon Close of Escrow, Buyer will have accepted the Property as -is, with all faults Buyer represents and warrants to Seller as follows 4 2 1 Agreements Neither the execution and delivery of this Agreement by Buyer nor the consummation of the transactions contemplated hereby will result in any breach or violation of or default under any judgment, decree, order, mortgage, lease, agreement, indenture, or other instrument to which Buyer is a party 4 2 2 Authority Buyer has full power and authority to execute this Agreement and purchase the Property as provided for in this Agreement and this Agreement is binding and enforceable against Buyer 4 2 3 As -Is Acquisition Buyer acknowledges and agrees that, except as otherwise specifically provided herein, Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (i) value, (ii) the income to be derived from the Property, (iii) the nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (iv) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (v) compliance with any environmental protection, pollution or land use laws, rules, regulation, orders or requirements, including but not limited to, title iii of the Americans With Disabilities Act of 1990, California Health & Safety Code, the Federal Water Pollution Control Act, the Federal Resource Conservation and Recovery Act, the U S Environmental Protection Agency Regulations at 40 C F R , part 261, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource 01247 0020/851042 3 7 DocuSign Envelope ID F1435AC7-51338 4591-B462-FF25DA3F5189 Conservation and Recovery Act of 1976, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, and regulations promulgated under any of the foregoing, (vi) the presence or absence of hazardous materials at, on, under, or adjacent to the Property, (vii) the content, completeness or accuracy of any due diligence materials delivered by Seller to Buyer or preliminary report regarding title, (yiii) deficiency of any undershoring, (ix) deficiency of any drainage, (x) the fact that all or a portion of the Property may be located on or near an earthquake fault line or a flood zone, or (xi) with respect to any other matter Buyer further acknowledges and agrees that it has or will have been given the'opportunity to inspect the Property and review information and documentation affecting the Property, and that, except for Seller's express representations and warranties contained herein, Buyer is relying solely on its own investigation of the Property and review of such information and documentation, and not on any information provided or to be provided by Seller Buyer further acknowledges and agrees that any information made available to Buyer or provided or to be provided by or on behalf of Seller with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information Buyer agrees to fully and irrevocably release all such sources of information and preparers of information and documentation affecting the Property which were retained by Seller from any and all claims that they may now have or hereafter acquire against such sources and preparers of information for any costs, loss, liability, damage, expense, demand, action or cause of action arising from such information or documentation Except for Seller's express representations and warranties contained in Section 4 1 above, Seller is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any real estate broker, agent, employee, servant, or other person Buyer further acknowledges and agrees that to the maximum extent permitted bylaw, except for Seller's express representations and warranties contained in Section 4 1 above, the sale of the Property as provided for herein is made on an "as is" condition and basis with all faults, and that Seller has no obligations to make repairs, replacements or improvements except as may otherwise be expressly stated herein Buyer represents, warrants, and covenants to Seller that, except for Seller's express representations and warranties specified in this Agreement, Buyer is relying solely upon Buyer's own investigation of the Property 424 General Waiver Except for the obligations of Seller under this Agreement, Buyer expressly waives any of its rights granted under California Civil Code Section 1542, which provides as follows "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist rn his or her favor at the time of executing the release and that, If known by him or her, would have materially affected his or her settlement with the debtor or released party " S Buyers nitials ARTICLE 5 DEFAULTS, REMEDIES 51 Buyer's Default If Buyer breaches this Agreement and the transaction is not consummated solely as a result, Seller shall have the right to the liquidated damages in accordance with Section 2 3 However, payment of the liquidated damages to Seller shall not waive or excuse Buyer's obligation (i) to deliver Reports pursuant to Section 3 1 2, nor (ii) indemnity pursuant to Section 3 1 4 52 Seller's Default If Seller breaches this Agreement and the transaction is not consummated as a result thereof, Buyer shall have the right to pursue all available remedies 01247 0020/851042 3 DocuSign Envelope ID F1435AC7-5B38 4591-B462-FF25DA3F5189 Including specific performance ARTICLE 6 MISCELLANEOUS 61 Payment of Real Estate Brokers and Consultants Each party represents to the other that no real estate broker has been used in connection with this transaction unless pursuant to a separate agreement Buyer agrees to Indemnify, defend, and hold Seller harmless from and against any claim for a real estate broker's commission or fee by any party claiming to have represented Buyer in connection with this transaction Seller agrees to indemnify, defend, and hold Buyer harmless from and against any claim for a real estate broker's commission or fee by any party claiming to have represented Seller in connection with this transaction The indemnification obligations under this Section 6 1 shall survive the Closing or any termination of this Agreement for any reason whatsoever 62 Notices Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (II) one (1) business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery providing for "tracking" of delivery, (iii) successful transmission by electronic mail or email to the applicable email address(es) below (except that if the date of such transmission is not a business day or if such transmission is made after 5 00 p m local time at the Property on a business day, then such notice shall be deemed to be given on the first business day following such transmission) but also followed up with a physical mailing of same in US Mail, or (iv) two (2) business days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows If to Seller City of Grand Terrace 22795 Barton Road Grand Terrace, CA 92313 Attn Konrad Bolowich, City Manager Email kbolowich(cb-grandterrace-ca clov With a copy to Aleshire & Wynder, LLP 18881 Von Karman Blvd, Ste 1700, Irvine, CA 92612 Attn Adrian Guerra, City Attorney Email aauerra(aD-awattorneys com If to Buyer Salam Yasin, Trustee 147 Carrotwood Irvine, CA 92618 Email salamyasin1952(cDgmail com With a copy to Saltarelli Law Corporation 74-130 Country Club Drive, Ste 105 Palm Desert, CA 92260 Attn Thomas R Saltarelli, Esq Email tsaltarelliCcDsaltarellilaw com I If to Escrow Holder Fidelity National Title Insurance Company) 3237 E Guasti Rd , Ste 105 I Ontario, CA 91761 { Mary Lou Adame, Escrow Officer l 01247 0020/851042 3 9 DocuSign Envelope ID F1435AC7-5B38-4591-B462-FF25DA3F5189 Email MarvLou Adame(aD-fnf com 63 Assignment Buyer may not assign this Agreement without the prior written approval of Seller If Seller approves such assignment, the form of the assignment shall be subject to the approval of Seller 64 Entire Agreement This Agreement embodies the entire understanding of the parties and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof except the License to Enter Agreement 65 Severability If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and other applications thereof shall not be affected thereby 66 Captions, Number The captions contained in this Agreement are for the convenience of reference only, and shall not affect the meaning, interpretation or construction of this Agreement As used in this Agreement, the singular form shall include the plural and the plural shall include the singular, to the extent that the context renders it appropriate 67 Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument 68 Governing Law This Agreement has been executed and delivered, and is to be performed, in the State of California, and this Agreement and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance with, the internal laws of the State of California Buyer hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in San Bernardino County, California 69 Time of the Essence Time is of the essence of this Agreement 610 Modification This Agreement may only be amended or modified in writing executed by both parties 611 Waiver Except as otherwise expressly provided in this Agreement, no waiver by a party of any breach of this Agreement or of any warranty or representation hereunder by the other party shall be deemed to be a waiver of any other breach by such other party (whether preceding or succeeding and whether or not of the same or similar nature) and no acceptance of payment or performance by a party after any breach by the other party shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder by such other party whether or not the first party knows such breach at the time it accepts such payment or performance Except as otherwise expressly provided in this Agreement, no failure or delay by a party to exercise any right it may have by reason of the default of the other party shall operate as a waiver of default or modification of this Agreement or shall prevent the exercise of any right by the first party while the other party continues to be so in default 612 Business Days Except as otherwise provided in this Agreement, if any date specified in this Agreement for the Closing Date or 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 As used herein, "Business Day" shall mean any day other than a Saturday, Sunday or a holiday observed by national banks 01247 0020/851042 3 10 DocuSign Envelope ID F1435AC7-5B38-4591-B462-FF25DA3F5189 613 Attorney 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, the prevailing party in such action shall be entitled, to have and to recover from the other party Its reasonable attorneys' fees and other reasonable expenses in connection[ with such action or proceeding, in addition to Its recoverable court costs 614 Construction In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, no uncertainty or ambiguity shall be construed or resolved against a party under any rule of construction, including the party primarily responsible for the drafting and preparation of this Agreement Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent 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 615 Qualification, Authority Each individual executing this Agreement on behalf Buyer represents, warrants, and covenants to Seller that (a) such person is duly authorized to execute and deliver this Agreement on behalf of Buyer in accordance with authority granted under the organizational documents of such entity, and (b) Buyer is bound under the terms of this Agreement 616 Exhibits Exhibits A, B and C attached hereto are incorporated herein by reference [SIGNATURES ON FOLLOWING PAGE] 01247 0020/851042 3 11 DocuSign Envelope ID F1435AC7-5638 4591-13462 FF25DA3F5189 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above It BUYER DocuS,gned by Salam asin, Trustee of THE SALAM YASIN LIVING TRUST DATED JULY 12, 2020 Dated 05/01/2023 2023 SELLER CITY OF GRAND TERRACE, a general law city By BIII Hussey, Mayor , 2023 ATTEST Debra Thomas, City Clerk APPROVED AS TO FORM Aleshire & Wynder, LLP By Adrian R Guerra, City Attorney ACCEPTANCE BY ESCROW HOLDER Fidelity National Title Insurance Company acknowledges that it has received a fully executed copy of this Agreement for Purchase and Sale of Real Estate and Joint Escrow Instructions and, as set forth herein agrees to function as Escrow Holder thereunder and to be bound by and perform the terms which apply to Escrow Holder By Mary Lou Adame, Escrow Officer Dated , 2023 (Date of Opening of Escrow) 01247 0020/851042 3 12 DocuSign Envelope ID F1435AC7-5B38-4591 B462-FF25DA3F5189 EXHIBIT "A" Legal Description of the Property That certain real property in the City of Grand Terrace, County of San Bernardino, State of California legally described as follows That portion of Lot 4 in Section 5 Township 2 South, Range 4 West, SAN BERNARDINO MERIDIAN in the County of San Bernardino State of California acco-ding to the Map showing Lands of East Riverside Land Company as per Map recorded in Book 6 page 44 of Maps in the office of the County Recorder of said County, described as following COMMENCING at the intersection of the South right of Nay line of Barton Road (50 00feet half width) as described in a grant deed to the County of San Bernardino recorded April 28 1965 in Book 6380 page 315 of Official Records of said County and the easterly right of way line of Michigan Avenue (44 00 feet half width) as described in a grant deed to the City or Grand Terrace, recorded September 4 1965 as Instrument 86 25%60 of Official Records of said County thence along said easterly right of way Ine South 0°2552" East 12500 feet to the POINT OF BEGINNING as she vn on Caltrans District 08 Right of Way Map RW0002164 said point being the beginning of a non tangent attve concave westerly having a radius of 52 00 feet to which a radial line bears North 44*5754 East thence southerly along said curve through a central angle of 89 1306" an are length of 8097 feet to said easterly right of way line thence South 0'25'52' East 77 64 feet to the northwesterly right of way line of Commerce Way and being the beginning of a non -tangent curve conca%a northwesterly having a radius of 230 00 feet to which a radial line bears South 22'04'44" East, thence northeasterly along said curve, through a central angle of 44018'13 an are length of 177 85 reel thence North 23"37 03" East 33 91 feet, thence leaving said westerly right of way line South 89'2531' West 139 01 feet to the POINT OF BEGINNING Cuririirtrrrrg r2,800 Square feet mare er (eci The distances used in the above description are based on the Wfo nia Coordinate System of 1983 (2007) Zone 5 Divide all distances used in the above description by 0 9999594 to obtain g,ound level distances This real property description has been prepared b) me or under my direction in conlormance with he Professional Land Surveyo s AcL LAtyp�G 0 Signature a 4J0 0� Proles-sional Land Surveyor >Ar EXP 3.31 23 ay PL3 9482 a Date 6118/21 ofic�1�C�� 01247 0020/851042 3 DocuSlgn Envelope ID F1435AC7-5B38-4591-B462-FF25DA3F5189 EXHIBIT "7B" Map of the Property, IOR tMC STAR /Y fi11RR5f1 dP 7R O'YI1YRt IX ^,,£ BARTON;ROAD .� .►v7s axu! Aw K WUA Wu Asr AS' APAP L4Fi,TCALSt 9r DICIJ/( f1uL[I 4 Jkft Wv 50 OD 4 00 �`N T a` 1 � wb1 `�A L4 _CURVE DATA TABLE NO RADIUS nELTA LENGTH Cl 52 Do 69 1306 80 97 C2 230 W 44 18'13" 171 85 ATA TABLE G DISTANCE 2 W 12500 52'W F:N(>D T764 03 E 3391 WE 139Ol05 W 12500 01247 0020/851042 3 2 COUNTY OF SAN BERNARDINO CITY OF GRAND TERRACE RICW OP E®ER DocuSign Envelope ID F1435AC7 5B38-4591-B462-FF25DA3F5189 EXHIBIT "B" Grant Deed RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO BB Holdings CA, LLC 110 SW 4TH Street, Grants Pass, Oregon 97526 Attn Lease Administration APNs 1167-231-10 and 1167-231-22 (portion) SPACE ABOVE RESERVED FOR RECORDER'S USE THE UNDERSIGNED GRANTOR DECLARES Documentary Transfer Tax is $ GRANT DEED F FOR VALUE RECEIVED, receipt of which is hereby acknowledged, CITY OF GRAND TERRACE, a general law city ("Grantor") hereby grants to Salam A Yasm, Trustee of THE SALAM YASIN LIVING TRUST DATED JULY 12, 2020 ("Grantee") all that certain real property situated in the City of Grand Terrace, County of San Bernardino, State of California, more fully described on Exhibit A attached hereto and incorporated herein by this reference Dated , 2023 CITY OF GRAND TERRACE, a general law city By Bill Hussey, Mayor ATTEST Debra Thomas, City Clerk APPROVED AS TO FORM Aleshire & Wynder, LLP Adrian R Guerra, City Attorney 01247 0020/851042 3 1 DocuSign Envelope ID F1435AC7-5B38-4591-B462 FF25DA3F5189 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, I and not the truthfulness, accuracy, or validity of that document STATE OF CALIFORNIA COUNTY OF ) On , 2023 before me, (here Insert name and title of the officer), 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 Signature (Seal) 01247 0020/851042 3 DocuSign Envelope ID F1435AC7 5B38-4591-B462-FF25DA3F5189 EXHIBIT "A" TO GRANT DEED Legal Description That certain real property in the City of Grand Terrace, County of San Bernardino, State of California legally described as follows That portion of Lot 4 in Section 5, Township 2 South, Range 4 VVest, SAN BERNARDINO MERIDIAN in foie County of San Bernardino State of Caldomia acco-ding to the Map showing Lands of East Riverside Land Company as per Map recorded in Book 6, page 44 of Maps, in the office of the County Recorder of said County, described as following COMMENCING at the intersection of the South right of way line of Bdion Road (50 00feel half width) as doscribod in a grant deed to the County of San Bernardino recorded April 28 1965 in Book 6380 page 315 of Official Records of said County and the easterly right of way line of Michigan Avenue (44 00 feet half width) as described in a grant deed to the City or Grand Terrace, recorded September 4 1965 as Instrument 86 255660 of Official Records of said County, thence along said easterly right of way I.ne South 0°2652" East 125 00 feet to the POINT OF BEGINNING, as shown on Caitrans District 08 Right of Way Map RM00216.4 said point being the beginning of a non tangent curve concave westerly, having a radius of 52 00 feet to which a radial line bears North 44057'54" East thence southerly along said curve through a central angle of 89`13'06" an arc length of 80 97 feet to said easterly right of way line thence South 0°2652" East 77 64 feet to the northwesterly right of way line of Commerce Way and being the beginning or a non -tangent cure, concave northwesterly having a radius of 230 00 feet, to which a radial line bears South 22"D444" East thence northeasterly along said curve, through a central angle of 44018'13' an arc length of 17T 85 feet, thence North 2337 03" East, 33 91 feet thence leaving said westerly right of way line South BV25 31' West 139 01 feet to the POINT OF BEGINNING Co►ttanung j2,800 Sguart fist, more or tees The distances used in the above description are based on the Catifomia Coordinate System of 1983, (2007) Zone 5 Divide all distances used in the above description by 0 9999594 to obtain ground level distances This real property description has been prepared by me or under my direction, in conformance with the Professional Land Surveyors AcL LANo c Signature Professional Land Surveyor 7ir EXP MI-23 � cp PLS 9482 �t Date 6118f21 � t)� OF er+t.* 01247 0020/851042 3 DocuSign Envelope ID F1435AC7-5638 4591-B462-FF25DA3F5189 EXHIBIT "B" Map of the Property pT(Y ne, StrR ev fJlDGerl eSrt ITS VTICERS OP �14 BAf TON ROAD _ g Q4 shut rvr a ftv wxx Im sea yawn [Yf'SRS/[ES or PIMA, Wm O ws WI --YLI — ---- �— —--F— 94 00 �+4. N sl I � hi J I IL4 v 1 I CURVE DATA TABLE i NO RADIUS DEL1A LEleOTN C1 52 00 09 1 106 BO 97 C2 230 00 44 16 13- 177 05 LINE DATA TABLE A'0 BEARING DISTANCE L I WOO 25 52 V 12500 L2 NOO 2557W 7764 L3 N23 37 03 E 3391 IA NOD 25 31 E 139 01' L5 NOD 26 05 V —.M.125 00 01247 0020/851042 3 COUNTY OF SAN BERNARDINO CITY OF GRAND TBRRACL RICNTo WAY EXFn= D DocuSign Envelope ID F1435AC7-5B38 4591 B462-FF25DA3F5189 EXHIBIT "C" COVENANT AGREEMENT FREE RECORDING REQUESTED AND WHEN RECORDED, RETURN TO City of Grand Terrace 22795 Barton Road, Grand Terrace, CA 92313 Attn Debra Thomas, City Clerk APNs (Space above This Line for Recorder's Office Use Only) (Exempt from Recording Fee per Gov Code § 6103) COVENANT AGREEMENT THIS COVENANT AGREEMENT RESTRICTIONS (this "Covenant Agreement") is made and entered into this day of , 2023, by Salam A Yasin, Trustee of THE SALAM YASIN LIVING TRUST DATED JULY 12, 2020 ("Owner") in favor of the City of Grand Terrace, a municipal corporation ("City") RECITALS A City owns that certain unimproved real property located on Barton Road in the City of Grand Terrace legally described on Exhibit A attached hereto and incorporated herein by this reference ("Property") B Owner acquired the Property from the City pursuant to that certain Grant Deed recorded immediately prior to this Covenant ("Grant Deed") in the Official Records of San Bernardino County ("Official Records") C Prior to selling the Property to Owner, the City was required and did comply with the provisions of the Surplus Land Act (Government Code Section 54220 et seq) and the applicable regulations ("SLA") D As material consideration for the sale of the Property to Owner, this Covenant Agreement is mandated under the SLA with respect to any future residential development of the Property E Accordingly, City and Owner now desire to place a covenant regarding any future residential development of the Property NOW, THEREFORE, Owner declares, covenants and agrees, by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through it, that the Property shall be burdened, held, transferred, encumbered, used, sold, conveyed, leased, and occupied, subject to the covenant hereinafter set forth 1 EFFECTIVE DATE, TERM This Covenant Agreement shall be effective as of the date it is recorded in the Official Records ("Effective Date") and continue in perpetuity ("Term") 01247 0020/851042 3 DocuSign Envelope ID F1435AC7-51338 4591-B462-FF25DA3F5189 2 ASSURANCES REGARDING THE PROPERTY Owner acknowledges the following City sold the Property unimproved to Owner, and (ii) the covenant herein is (a) material consideration for the conveyance, (b) separate and in addition to any other rights and limitations for the development of the Property by the zoning or other municipal limitations pursuant to the Grand Terrace Municipal Code ("Code"), and (c) is for the benefit of City 3 COVENANT Nothing herein shall be construed to require the Property to be developed for residential However, if, at any time during the Term, ten (10) or more residential units are developed on the Property, not less than fifteen percent (15%) of the total number of residential units developed on the Property shall be sold or rented at affordable housing cost, as defined in Section 50052 5 of the California Health and Safety Code, or affordable rent, as defined in Section 50053 of the California Health and Safety Code, to lower income households, as defined in Section 50079 5 of the California Health and Safety Code Thereafter, rental units shall remain affordable to and occupied by lower income households for a period of fifty-five (55) years for rental housing and forty-five (45) years for ownership housing The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of 65915 of the California Government Code These requirements are covenants running with the land and shall be enforceable against any owner who violates a covenant and each successor -in -interest who continues the violation by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222 5 of the California Government Code 4 COVENANT TO RUN WITH THE LAND Owner hereby subjects and burdens the Property to the covenant set forth in Section 3 Owner understands that the covenant runs with the land and shall pass to and be binding upon Owner's successors in title to the Property for the Term Each and every contract, deed or other instrument hereafter executed covering or conveying the Property, or any portion thereof, shall conclusively be held to have been executed, delivered and accepted subject to this Covenant Agreement, regardless of whether such covenants, reservations, and restrictions are set forth in such contract, deed or other instrument 5 AMENDMENTS, MODIFICATIONS OR TERMINATION This Covenant Agreement may not be amended, modified or terminated except in writing, executed by the City, the then owner of the Property and the State of California, Housing and Community Development (or its successor) and recorded in the Official Records 6 MISCELLANEOUS 61 Notices All notices, demands, requests, elections, approvals, disapprovals, consents or other communications given under this Covenant Agreement shall be in writing and shall be given by personal delivery, certified mail, return receipt requested, or overnight guaranteed delivery service and addressed as follows To City City of Grand Terrace 22795 Barton Rd Grand Terrace, CA 92313 Attn City Manager With a Copy to City of Grand Terrace 22795 Barton Rd Grand Terrace, CA 92313 01247 0020/851042 3 2 DocuSign Envelope ID F1435AC7 51338-4591-13462-FF25DAY5189 Attn City Attorney To Owner Salam Yasin, Trustee 147 Carrotwood Irvine, CA 92618 Email salamyasin1952(aDgmail com With Copy To Saltarelli Law Corporation 74-130 Country Club Drive, Ste 105 Palm Desert, CA 92260 Attn Thomas R Saltarelli, Esq Email tsaltarelli(cDsaltarellilaw corn Notices shall be effective upon the earlier of receipt or refusal of delivery Each party shall promptly notify the other party of any change(s) of address to which notice shall be sent pursuant to this section 62 Governing Law This Covenant Agreement shall be construed and enforced in accordance with the laws of the State of California and any legal action shall be brought in a court of competent jurisdiction in San Bernardino County 63 Attorney's Fees In the event of any litigation or other legal proceeding arising from this Covenant Agreement, the prevailing party will be entitled to recover, in addition to any other relief awarded or granted, its reasonable costs and expenses, including attorney's fees, incurred in the proceeding 64 Construction This Covenant Agreement shall be construed according to its fair meaning as if prepared by both parties and in favor of full enforcement Headings used in this Covenant Agreement are provided for convenience only 65 No Waiver The failure to enforce any term, covenant, or condition of this Covenant Agreement shall not be construed as a waiver of the right to enforce this, or any other, term, covenant, or condition of this Covenant Agreement 66 Governing Law This Covenant Agreement shall be governed by the laws of the State of California 67 Incorporation of Recitals The Recitals set forth above are hereby incorporated into this Covenant Agreement [SIGNATURES ON THE FOLLOWING PAGE] 01247 0020/851042 3 DocuSign Envelope ID F1435AC7 5638-4591-13462 FF25DA3F5189 IN WITNESS WHEREOF, the parties have executed this Covenant Agreement as of the dates specified below �, 1►Tl�l�.� Salam A Yasin, Trustee of THE SALAM YASIN LIVING TRUST DATED JULY 12, 2020 Dated , 2023 01247 0020/851042 3 4 CITY CITY OF GRAND TERRACE, a municipal corporation Konrad Bolowich, City Manager , 2023 ATTEST Debra Thomas, City Clerk APPROVED AS TO FORM ALESHIRE & WYNDER, LLP Adrian Guerra, City Attorney DocuSign Envelope ID F1435AC7-5B38 4591-B462-FF25DA3F5189 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY That certain real property in the City of Grand Terrace, County of San Bernardino, State of California legally described as follows That portion of Lot 4 in Section 5 Township 2 South, Range 4 West, SAN BERNARDINO MERIDIAN, in the County o`, San Bernardino State of California acco-ding to the Map showing Lands of East Riverside Lana Company as per Map recorded in Book 6 page 44 of Maps in the once of the County Recorder of said County, described as following COMMENCING at the intersection of the South right of way line of Bdqon Road (50 00feet half width) as descnbed in a grant deed to the County of San Bernardino recorded April 28 19165 in Book 6380 page 315 0` Official Records of said County and fhe easterly right of way line of Michigan Avenue (44 00 feel half width) as described in a grant deed to the City of Grand Terrace recorded September 4 1965 as Instrument 8625%60 of Official Records of said County thence along said easterly right of way Ine South 0°2552" East 125 00 feet to the POINT OF BEGINNING as shown on Callrans District 08 Right of Way Map RVW00216A said point being the begrnnng of a non tangent curve concave westerly, having a radius of 52 00 feet to which a radial line bears North 44"57'54 East thence southerly along said curve through a central angle of 89°1306" an are length of 8097 feet to sa;d easterly right of way line thence South 0`2562' East 77 64 feet to the northwesterly nght of way line of Commerce Way and being the beginning of a non tangent curve, concave northwesterly having a radrus of 230 00 feet to which a radial line bears South 22°04'44" East thence northeasterly along said curve through a central angle of 44°18'13' an arc length of 177 85 feet thence North 23`37 03" East, 33 91 feet thence leaving said westerly right of way line South 8925 31' West 139 01 feet to the POINT OF BEGINNING Conainrrn,gr_,800 Square.feet more or (ecc The distances used in the above descnptron are based on the California Coordinate System of 19B3, (2007) Zone 5 Divide all distances used in the above description by 0 9999594 to obtain groind level distances This real property description has been prepared by me or under my direction, in conformance with the Professional Land Surveyors Act g�� uty08� �g �t,6oDR,b 9` 0 Signature - Xi —Profess16—nal Land Surveyor * EXP 3-31 23 w� PLs 9492 �< Date 6/18121 Fop CAL.w��� 01247 0020/851042 3 DocuSign Envelope ID F1435AC7-5638 4591-B462-FF25DA3F5189 EXHIBIT "S" Map of the Property BARTON ROAD _ ,w town ire rzr a iw --^Av mw[tar[.v a� orau� two a 1 50 DD 4 00 h / = 1 J aepq'1 / I L4 1 I CVRVE DATA TABLE NO RADIUS DEL1A LENGTH j C1 52 00 09 1306 00 °7 C2 23000 44,18 13* 1 177 851 a COUNTY OF SAN BERNARDINO .ac`f CITY OF GRAND TERRACE LINE DATA TABU AG BEARING 0157ARM L1 N00 25'52V 125 00 L2 NOO 2552"N 77 64 L3 1.25-37 03 E 33 911 l4 N8912531 E 13901 L5 NOD 26 05 V 125 00 01247 0020/851042 3 2 M CUDIRT DocuSign Envelope ID F1435AC7-5B38 4591-13462 FF25DA3F5189 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 , 2023 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 01247 0020/851042 3 DocuSign Envelope ID F1435AC7-5B38 4591-B462-FF25DA3F5189 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 j STATE OF CALIFORNIA ) ss COUNTY OF On , 2023 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 01247 0020/851042 3 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) CITY OF GRAND TERRACE ) I Debra L Thomas, City Clerk of the CITY OF GRAND TERRACE, CALIFORNIA, DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No 2023-09 was duly passed, approved and adopted by the City Council, approved and signed by the Mayor, and attested by the City Clerk, at the regular meeting of said City Council held on the 9th day of May 2023, and that the same was passed and adopted by the following vote AYES Council Members Jeff Allen, Ken Henderson, Mayor Pro Tern Doug Wilson, and Mayor Bill Hussey NOES None ABSENT Council Member Sylvia Rodriguez -Robles ABSTAIN None Executed this 10th day of May 2023, at Grand Terrace, California Debra L Thomas - City Clerk - � v J �'