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HomeMy WebLinkAboutD & MJFH 1 LLC-2011-13 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Escrow Instructions("Agreement"), dated this 23rd day of August, 2011, is entered into by and between the City of Grand Terrace, on one hand ("Buyer"), and D & MJFH 1 LLC, ("Seller"). RECITALS A. Seller is the owner of that certain real property ("Seller's Property" or"Property') consisting of approximately 2.5 acres, more particularly described as Assessor's Parcel Numbers 0275-231-48 thru 66 and attached hereto as Exhibit"A". B. Buyer is a public entity with the power to acquire real and personal property for public uses and purposes. Buyer is engaged in property acquisition that shall be deemed to be for a public purpose for purposes of this Agreement. C. As a consequence of the foregoing, Buyer has agreed to purchase Seller's Property and Seller has agreed to convey it to Buyer pursuant to the following terms and conditions: AGREEMENT ARTICLE I 1.1 Sale and Purchase. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property from Seller. 1.2 Purchase Price. The total purchase price for the Property shall be Five Hundred Ninety-Five Thousand Dollars ($595,000.00), (the "Purchase Price'). 1.3 Payment by Buyer. The Purchase Price shall be paid at the Close of Escrow. 1.4 Condition of Title. At Closing, Seller shall convey to Buyer good and marketable title in fee simple to the Property subject only to all easements, restrictions,or covenants of record which do not interfere with the use of the Property for the purposes, including, without limitation, current, non-delinquent real property taxes (the"Permitted Exceptions"). ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Representations and Warranties of Seller True and Correct. Seller hereby represents and warrants to Buyer that the following facts are true and correct as of the date hereof The truth and accuracy of the following representations and warranties shall constitute a condition precedent to the Close of Escrow for the benefit of Buyer. These representations and warranties shall survive the Close of Escrow and the recording of the Grant Deed and shall not be deemed merged into the Grant Deed upon its recordation. (a) Power and Authority. Seller has the legal power, right and authority to enter into this Agreement and the instruments, referenced herein, and to consummate the transactions contemplated hereby. 1 "iTRAC"" 1 r:7fEEI1/4114 NT �s1C /OI I -1 9 The individuals executing this Agreement and the instruments referenced herein on behalf of the Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. Furthermore, Seller warrants that it has good and marketable title to the Property. (b) Requisite Action. All requisite action has been taken by Seller in connection with the entering into of this Agreement, the instruments referenced herein, and the consummation of the transactions contemplated hereby. (c) Validity. This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in accordance with their terms subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. Neither the execution and delivery of this Agreement and documents referenced herein, nor the consummation of the transactions contemplated herein, conflict with or result in the material breach of any terms or provisions of any contract, loan, or other agreement or instrument to which Seller is a party or affecting the Property. All consents, approvals and authorizations necessary for the execution of this Agreement and the consummation of the transactions contemplated herein by Seller have been or will be obtained. Seller has not sold, conveyed or entered into any contract for the sale of all or any portion of the Property or any rights incident thereto, nor do there exist any rights of first refusal or options to purchase the Property or any rights incident thereto. (d) Recitals. The information contained in the Recitals is true and correct. (e) Lawsuits and Claims. To Seller's actual knowledge, without any duty of inquiry or investigation, there are no pending actions, lawsuits, claims or judicial, municipal or administrative proceedings affecting all or any portion of the Property or in which Seller is a party by reason of Seller's ownership of the Property. To Seller's knowledge,there are no threatened or contemplated actions, lawsuits, claims or proceedings nor the existence of any facts which might give rise to such actions, lawsuits, claims or proceedings. During the Escrow period, Seller will not commence or defend any action with respect to the Property except upon such terms as are mutually acceptable to Seller and Buyer. (t) Condition of Property. Seller will deliver the property at Close of Escrow free of weeds and debris. The Seller has not received notice of any violation of applicable governmental regulations relating to the Property, any existing or contemplated plan to widen or modify any street or highway contiguous to the Property (other than the Grading and Improvements contemplated by this Agreement) or any other plan, study or effort of any applicable governmental authorities relating to the Property. (g) Taxes and Assessments. Seller has provided to Buyer all relevant information in its possession concerning real property taxes and any special assessments or bonds which may be levied against the Property as a result of any existing public improvements or work, activities or improvements done to the Property by Seller. (h) Hazardous Materials. To Seller's actual knowledge, without any duty of inquiry or investigation, all operations or activities upon, or use or occupancy of the Property by Seller or any current occupant or user thereof are in compliance with all state, federal and local laws and regulations governing or in any way relating to the generation, handling, manufacturing,treatment, storage, use,transportation, spillage, leakage, dumping, discharge or disposal (whether accidental or intentional) of any toxic or hazardous substances, materials or wastes, including, without limitation, any hazardous material (as such terms are 2 commonly defined or employed in accordance with applicable federal, state or local laws,codes, ordinances, rules and regulations). To the Seller's actual knowledge, without any duty of inquiry or investigation,there is not present upon the Property, or on any portion thereof, underground storage tanks, any hazardous material or any structures, fixtures, equipment or other objects or materials containing any hazardous material in violation of any applicable environmental law. (i) Leases and Contracts. To Seller's knowledge, there are no oral or written leases, subleases, licenses, occupancies,or tenancies in effect pertaining to the Property, and no persons or entities occupy or have the right to occupy or use all or any portion of the Property. To Seller's knowledge, except as disclosed by Seller to Buyer, there are no service or maintenance contracts, warranties, guarantees, bonds, insurance policies or other agreements(whether oral or written) which will affect or be obligations of Buyer or the Property after the Close of Escrow. At the Close of Escrow, Seller shall deliver possession of the Property to Buyer free of actual occupancy and any right of occupancy by the party. (j) Changes. Seller shall promptly notify Buyer of any material, adverse change in any condition with respect to the Property or of any event or circumstance which makes any representation of warranty of Seller under this Agreement untrue or any covenant of Buyer under this Agreement incapable or less likely of being performed, it being understood that Seller's obligation to provide notice to Buyer shall in no way relieve Seller of any liability for a breach by Seller of any of its representations,warranties or covenants under this Agreement. (k) General Representation. No representation,warranty or statement of Seller in this Agreement or in any document, certificate of schedule prepared by Seller and to be furnished to Buyer pursuant to the terms of this Agreement contains any untrue statement of material fact. Except for the representations and warrantees explicitly set forth above, Buyer hereby releases Seller, Seller's affiliates, officers, directors, partners, employees, and agents, and their respective heirs, successors, personal representatives and assigns, from and against any and all claims which Buyer may have and which arise out of or are in any way connected with this Agreement and the Property, including, without limitation, every physical and environmental condition of the Property. BUYER EXPRESSLY WAIVES ITS RIGHTS GRANTED UNDER CALIFORNIA CIVIL CODE SECTION 1542 AND UNDER ANY PROVISION OF LAW THAT PROVIDES A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT BUYER DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS AGREEMENT TO RELEASE SELLER. BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO BUYER MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CLAIMS WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND BUYER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION, AND THAT BUYER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER FROM ANY SUCH UNKNOWN CLAIMS, AND THAT SUCH WAIVERS AND RELEASES FORM A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY BUYER IN EXCHANGE FOR SELLER'S PERFORMANCE UNDER THIS AGREEMENT. BUYER HAS CONSULTED WITH LEGAL COUNSEL CONCERNING THE EFFECTS OF THIS WAIVER AND RELEASE ON BUYER'S RIGHTS AND REMEDIES RELATED TO THE PROPERTY. 3 Initials: Buyer:U Seller/if 2.2 Representations of Buyer. Buyer is validly existing as a C. ifo r to municipality and has performed all acts and obtained all approvals and consents, in each case as necessary to offer to purchase and to purchase the Property. Buyer has the full authority and power to comply with all of its obligations set forth in this Agreement. ARTICLE III COVENANTS OF SELLER AND BUYER AND INSPECTION PERIOD 3.1 License to Enter. Seller hereby agrees that Buyer and/or its agents, representatives,contractors and subcontractors may, following the Opening Date and prior to the Closing Date, conduct its own reasonable engineering studies,environmental assessment, soil and compaction tests and other tests and studies on the Property provided that(i) such activities do not impair the drainage of the Property; and (ii) Buyer shall be responsible for any damage caused thereby to the Property. Buyer shall be responsible for any liability, cost, claim,damage or injury caused by such entry and shall keep the Property free of any and all liens arising therefrom. Buyer shall indemnify and hold Seller harmless and defend Seller from and against such liability, loss.judgment, cost, claim, damage or injury, including but not limited to attorneys' fees and costs, arising out of or in connection with entry or testing on the Property by Buyer or its agents, representatives, contractors or subcontractors. 3.2 Inspection Review Period. Buyer shall have a period of thirty (30) days from the opening of Escrow to approve at its sole discretion,the following, which shall be provided by Seller to Buyer within ten(10) days from opening of escrow, and include, but not be limited to: 1) Preliminary Title Report and related documents. 2) Plat Map 3) Hazardous Substance Condition report. 4) Size and description of the property. 5) ALTA Survey. 6) Geotechnical Report, if any. Additionally, any or all items requested above that are in the Seller's possession shall be submitted to Buyer for its review. Seller shall also deliver reliance letters to Buyer from each of the consultants who have produced the Third Party reports referenced above. 3.3 Property Condition. Buyer shall inspect the Property during the Inspection Review Period. Should Buyer determine that there are any defects; Seller shall provide a credit to the purchase price in an amount sufficient to repair the defects. This acquisition is subject to, and conditioned upon, acceptable soil conditions of the absence of toxic or hazardous substances or any other kind of soil or water contamination. Buyers are hereby grant a right-of-entry for the purpose of conducting any necessary soils, toxic and hazardous substances investigations of the property at the expense of the Buyer. 4 Thereafter,the Property will be sold "As is" with Seller making no additional representations or warranties concerning the Property. ARTICLE IV ESCROW 4.1 Agreement to Constitute Escrow Instructions. This Agreement together with any General Provisions of Escrow Holder(the"General Provisions")collectively shall constitute escrow instructions and a copy hereof shall be deposited with Escrow Holder for this purpose. In the event of any inconsistency between the terms of the General Provisions and this Agreement, the provisions of this Agreement shall prevail to the extent of any such inconsistency. 4.2 Escrow Holder. The escrow(the "Escrow") shall be First American Title with or other escrow company upon mutual agreement of the Parties. 4.3 Opening of Escrow. Escrow shall open on the date on which a copy of this Agreement, properly executed by the parties hereto,has been deposited with Escrow Holder(the"Opening of Escrow"), which copy the parties hereto agree shall be delivered to Escrow Holder immediately following execution. Escrow Holder shall notify the parties immediately upon receipt of a copy of this Agreement as so executed as to the date of the Opening of Escrow. 4.4 Close of Escrow. The Closing shall occur not later than sixty(60) days after Opening of Escrow (the"Scheduled Closing Date"),unless extended by mutual written agreement of the parties. For purposes of this Agreement, the terms"Closing Date"and the "Close of Escrow"mean the date on which the Closing occurs and the term "Closing"means the recordation of the Grant Deed. 4.5 Certain Obligations of Buyer. (a) In addition to any other obligations contained in this Agreement, Buyer shall have deposited the Deposit into Escrow as required pursuant to Section 1.3 or before the time set forth in such Section. (b) Not later than one(1)business day prior to the Scheduled Closing Date, Buyer shall deposit into Escrow: (1) The total Purchase Price, less the Deposit, as provided in Section 1.3, in cash or by wire transfer. (ii) All other sums and documents required by Escrow Holder to be deposited by Buyer to carry out this Escrow. 4.6 Certain Obligations of Seller. In addition to any obligations contained in this Agreement, not later than one (I) business day prior to the Scheduled Closing Date, Seller shall deposit with Escrow Holder: (a) A grant deed in the Title Company's usual form, duly executed, acknowledged and in recordable form conveying Seller's interests in the Property to Buyer(the"Grant Deed"). 5 (b) All other sums and documents required by Escrow Holder to be deposited by Seller to carry out this Escrow. 4.7 Conditions to Seller's Obligation to Sell. Seller's obligation to sell the Property is expressly conditioned upon each of the following: (a) Buyer shall have deposited with Escrow Holder all sums and documents required pursuant to Section 4.5. (b) Buyer shall have timely performed each obligation and covenant of Buyer required pursuant to this Agreement. (c) All representations and warranties of Buyer hereunder are materially true and correct. 4.8 Conditions to Buyer's Obligation to Buv. Buyer's obligation to buy the Property is expressly conditioned upon each of the following: (a) Seller shall have deposited with Escrow Holder all sums and documents required pursuant to Section 4.6. (b) Seller shall have timely performed each obligation and covenant of Seller required pursuant to this Agreement. (c) Escrow Holder holds for issuance the Title Policy (as hereinafter defined). (d) All representations and warranties of Seller hereunder are materially true and correct. (e) No material adverse change shall have occurred to the condition of the Property or the improvements thereon. (t) Buyer reserves the right to cancel escrow without penalty if the grant from the State Department of Parks and Recreation to fund this purchase is withdrawn by the State or not funded. 4.9 Title Policy. Escrow Holder is hereby instructed to deliver to Buyer through Escrow a Standard ALTA owner's policy of title insurance from Chicago Title Insurance Company with regional exceptions dated the date and time of Closing with liability in the amount of the Purchase Price(the"Title Policy"). The Title Policy shall insure Buyer(or its nominee)as owner of good, marketable and indefeasible fee title to the Property subject only to (i)the standard printed title company exceptions and (ii)the Permitted Exceptions and any other exceptions approved by or created by Buyer. 4.10 Recordation of the Grant Deed and Delivery of Funds. Upon receipt of the documents and sums described in this Article IV, Escrow Holder shall cause the Grant Deed to be recorded (with documentary transfer tax information to be affixed after recordation) in the office of the County Recorder of San Bernardino County, California, and shall deliver the proceeds of the Escrow less appropriate charges to Seller. A conformed copy of the recorded Grant Deed shall be delivered to Buyer immediately following the Closing. All sums to be disbursed to Seller by Escrow Holder shall be by certified or cashiers check of Escrow Holder or by wire transfer if Escrow Holder is so advised by Seller. 6 (a) Prorations. Real property taxes and any other assessment payment, shall be prorated as of Close of Escrow. (b) Costs of Escrow. (i) Seller shall pay one-half(1/2)of the Escrow fee, and cost of a CLTA standard coverage title policy, together with all documentary transfer tax. (ii) Buyer shall pay all costs not described as Seller's costs in Section 4.10(b)(i). 4.11 Broker's Commission. Buyer represents that it was not represented by a broker and will indemnify Seller from any claims, damage, or expense for any and all commission fees. 4.12 Default. Time is of the essence in this Agreement and if Buyer or Seller (the "Defaulting Party") fails to deposit any of the amounts due pursuant to this Agreement, or to perform any other act when due, then the other party(the"Non-Defaulting Party")may initiate any of its rights under this Agreement, in law or in equity by notice in writing to the Defaulting Party and Escrow Holder. Should Buyer default, Seller shall be entitled to retain Buyer's deposit as liquidated damages. If the Defaulting Party has not fully cured the default within seven(7) calendar days after receipt of said notice by the Defaulting Party, Escrow Holder may be instructed by the Non-Defaulting Party to cancel this Escrow and the Non-Defaulting Party shall thereupon be released from its obligations under this Agreement. 4.13 Buyer's Remedies. Buyer and Seller agree that if the sale contemplated by this Agreement is not completed as herein provided solely by reason of any material default of Seller, Buyer shall have the right to pursue any remedy available at law or in equity for such default of Seller, including, without limitation,the specific performance of this Agreement. 4.14 Statement of Buyer and Seller Concerning Executory Terms. Buyer and Seller acknowledge that the consummation of the Escrow is contingent upon compliance with some or all of the executory terms and provisions this Agreement and that the parties hereto are the sole persons or entities entitled and authorized to determine whether all executory terms and provisions required to be performed prior to the close of Escrow have been satisfied or deemed satisfied prior to the close of Escrow. Accordingly, prior to the Scheduled Closing Date, Buyer and Seller shall each deposit with Escrow Holder a written statement acknowledging that all executory terms and provisions of this Agreement, insofar as the same relate to each party respectively and any obligation of Escrow Holder relating thereto, have been satisfied, deemed satisfied or waived. Deposit of such statement with Escrow Holder shall constitute each party's authorization to close Escrow. 4.15 Termination of Agreement. In the case of termination of this Agreement in accordance with its terms and cancellation of the Escrow,all documents and funds (together with any interest accrued thereon) previously deposited into the Escrow shall be promptly returned to the depositing party by the person or entity then holding such documents and funds, and all rights and obligations of the parties existing hereunder shall thereafter terminate and be of no further force and effect except for the indemnification of Buyer in Recital B, and in Sections 3.1, and 4.11, all of which shall survive the termination of this Agreement and except as provided in Section 4.6. 4.16 Escrow Cancellation Charges. In the event that this Escrow shall fail to close by reason of the default of either party hereunder, the defaulting party shall be liable for all Escrow cancellation charges. In the 7 event that the Escrow shall fail to close for any other reason, each party shall be liable for one-half(1/2) of all Escrow cancellation charges. 4.17 Delay in Closing: Authority to Close. If Escrow Holder cannot close the Escrow on or before the Scheduled Closing Date, it will, nevertheless, close the same when all conditions have been satisfied or waived, notwithstanding that one or more of such conditions has not been timely performed,unless after the Scheduled Closing Date and prior to the close of the Escrow, Escrow Holder receives a written notice to terminate the Escrow and this Agreement from a party who, at the time such notice is delivered, is not in default hereunder. The exercise of such right, and the return of moneys and documents, shall not affect the right of the permitted in this Agreement for the other party's breach of this Agreement. In addition,the giving of such notice, the failure to object to termination of the Escrow or the return of moneys and documents shall not affect the right of the other party to pursue other remedies permitted hereunder for the breach of the party who gives such notice. ARTICLE V MISCELLANEOUS PROVISIONS 5.1 Incorporation of Exhibits. All exhibits attached hereto and referred to herein are incorporated in this Agreement as though fully set forth herein. 5.2 Attorneys' Fees. In any legal proceeding between Buyer and Seller seeking enforcement of or attempting to construe any of the terms and provisions of this Agreement, or in connection with any of the property described herein, including, without limitation, insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including, without limitation, service of process, filing fees,court and court reporter costs, investigation costs,expert witness fees and the cost of any bonds, and reasonable attorneys' fee. 5.3 Notices. All notices required or permitted by this Agreement shall be in writing and may be delivered in person (by hand delivery or professional messenger service)to either party or may be sent by registered or certified mail, with postage prepaid, return receipt requested or delivered by Express Mail of the U.S. Postal Service or Federal Express or any other courier service guaranteeing overnight delivery, charges prepaid, addressed as follows: If to Buyer at: City of Grand Terrace 22795 Barton Road Grand Terrace, CA 92324 Attn: City Clerk If to Seller at: Douglas Jacobsen D & MJFH 1 LLC 21800 Burbank Blvd.,# 330 Woodland Hills, CA 91367 8 Any such notice sent by registered or certified mail, return receipt requested, shall be deemed to have been duly given and received seventy-two (72)hours after the same is so addressed and mailed in Los Angeles, Orange, San Bernardino or Riverside Counties with postage prepaid. Notices delivered by overnight service shall be deemed to have been given twenty-four(24)hours after delivery of the same, charges prepaid,to the U.S. Postal Service or private courier. Any notice or other document sent by any other manner shall be effective only upon actual receipt thereof. Any party may change its address for purposes of this Section by giving notice to the other party and to Escrow Holder as herein provided. 5.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. 5.5 Assignment. This Agreement may not be assigned by either party without the express written consent of the other party first had and obtained. Except as provided in the preceding sentence, any assignment of delegation of rights,duties or obligations hereunder made without the prior written consent of the other party or parties hereto shall be void and of no effect. No such assignment shall be deemed to relieve the assigning party from any liability or responsibility hereunder. 5.6 Relationship of Parties. The relationship of the parties to this Agreement shall be solely that of Buyer and Seller, and nothing herein contained shall be construed otherwise. 5.7 Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws of the State of California. 5.8 Entire Agreement: Amendment. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein and no prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters shall be effective for any purpose. No provision of this Agreement may be modified, waived, amended or added to except if in writing and signed by the party against which the enforcement of such modification, waiver, amendment or addition is or may be sought. 5.9 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties may require. 5.10 Headings. The headings of this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions of this Agreement. 5.11 Severability. If any paragraph, section, sentence, clause or phrase contained in this Agreement shall become illegal,null or void,against public policy, or otherwise unenforceable, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby. 5.12 Waiver. The waiver of any breach of any provision hereunder by Buyer or Seller shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof. 9 5.13 Further Assurances. Seller and Buyer each agree to do such further acts and things and to execute and deliver such additional agreements and instruments as the other may reasonably require to consummate, evidence or confirm the sale or any other agreement contained herein in the manner contemplated hereby. 5.14 Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be an original but all of which shall constitute one and the same instrument. 5.15 Time of Essence. Time is of the essence in this Agreement as to all dates and time periods set forth herein. 5.16 Eminent Domain Proceedings. Seller shall promptly notify Buyer of any condemnation proceeding commenced prior to the Close of Escrow. If any such proceeding relates to or may result in the loss of any material portion of the Property, Seller or Buyer may, at its option, elect either to (i)terminate this Agreement, in which event all funds deposited into Escrow by Buyer or released to Seller shall be returned to Buyer, all instruments shall be returned to the respective parties who deposited the same, and neither party shall have any further rights or obligations hereunder except as provided in Section 4.15, or(ii)continue the Agreement in effect, in which event upon the Close of Escrow, Buyer shall be entitled to any compensation, awards,or other payments or relief resulting from such casualty or condemnation proceeding. 5.17 Recitals. The provisions of the recitals of this Agreement shall constitute operative and enforceable provisions of this Agreement. 10 IN WITNESS WHEREOF, this Agreement has been executed by the parties on the dates set forth under their respective signatures below, notwithstanding that this Agreement is dated for convenience and reference as of the date and year first written above. BUYER: SELLER: CITY OF GRAND TERRACE D &MJFH 1 LL By: ae/i Mayor By: Dated: August 23 , 2011 Dated: August , 2011 I f Approved as to Form: John R. Harpe , C y Attorney 11 EXHIBIT "A" LEGAL DESCRIPTION 12 The No.07-7251061317-00 Locate No.CAFNT09 7 2-09 72-0051-072 5 106 817 LEGAL DESCRIPTION EXHIBIT l'A" THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO,STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOTS 1'THROUGH 19 OF TRACT 14816,IN THE CITY OF GRAND TERRACE,COUNTY OF SAN BERNARDINO, STATE OF I COUNTY RECORDER CALIFORNIA, MAP RECORDED C DESAID COUNTY. OK248, PAGES 30 TO 32,INCLUSNE,OF MAPS,IN EXCEPT ALL URANIUM,THORIUM AND OTHER FISSIONABLE MATERIALS,OIL,GAS,PETROLEUM,ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES AND OTHER MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER, WHETHER SIMILAR TO THESE HEREIN SPECIFIED OR NOT,WITHIN OR UNDERLYING, OR WHICH MAY BE PRODUCED FROM THE HEREINBEFORE DESCRIBED LAND,TOGETHER WITH THE RIGHT TO SUE THAT PORTION ONLY OF SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND 500.00 FEET BELOW THE PRESENT SURFACE Of SAID LAND, FOR THE PURPOSE OF PROSPECTING FOR,DEVELOPING, AND/OR EXTRACTING SAID URANIUM, THORIUM AND OTHER FISSIONABLE MATERIALS, OIL, GAS, PETROLEUMBEING 10(PRFccLY ASPH AND OTHER MINERAL OR ALTUM AND AGREED THAT SAID GRANTOR, ITS SUCCESSORS AARBON SUBSTANCES FROM ND ASSIG TT NS, SHALL HAVE NO RIGHT TO ENTER UPON THE SURFACE OF SAID LAND,OR TO USE SAID LAND OR ANY PORTION THEREOF TO SAID DEPTH OF 500.00 FEET, FOR ANY PURPOSE WHATSOEVER, EXCEPT AS CORPORATION,HEREINAFTER RECORDED JunPECIFICALLY RESERVED, IN THE DEED 73 N BBOOK 81197,PAGE 1083,OFFICIAL RECORDS.UTHERN CALIFORNIA RD COMPANY,A Assessor's Parcel No: 0275-231-48 thru 66 APN: 0275-231-48-66 2 UTA PWnwry Reran Pam-Pedaled(tllvNe) EXHIBIT "B" SITE MAP 1 . . iiit , • 4 r ../. 4 .' ‘ 411k*‘ • it '' 0-41Zgrittit44, r1/2. / 74•;'*??;t4 4.' ‘ 'ne, - . ir * . 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