San Bernardino County Transportation Authority-2022-12 0�()OeQ—l�
AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE
AND JOINT ESCROW INSTRUCTIONS
Barton Road Excess Land—APN's: 1167-231-10 and 1167-231-22
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE AND JOINT ESCROW
INSTRUCTIONS (this "Agreement"), is entered into by and between the SAN BERNARDINO
COUNTY TRANSPORTATION AUTHORITY, a public agency ("Seller") and the CITY CIF GRAND
TERRACE, a general law city("Purchaser"). Fidelity National Title Insurance Company shall serve
as Escrow Holder and Title Company under this Agreement.
RECITALS:
A. Seller owns that certain vacant land commonly known as Assessor Parcel Numbers
1167-231-10 and 1167-231-22 and more particularly described and depicted in Exhibits "A" and
"B"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. Purchaser has submitted to Seller and Seller has accepted a written offer to
purchase the Property ("Offer"). Purchaser desires to purchase from Seller and Seller desires to
sell to Purchaser 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
Purchaser 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 Purchaser
title to the Property by a recordable Grant Deed substantially in form and content as set forth in
Exhibit"C" attached hereto ("Grant Deed").
ARTICLE 2
ESCROW
2.1. Purchase Price: The purchase price to be paid by Purchaser to Seller for the
Property shall be ONE HUNDRED FORTY-ONE THOUSAND DOLLARS AND ZERO CENTS
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($141,000).("Purchase Price'):
2.2. Open ing.of Escrow;:Earnest Monet/Deposit:
2.2'.1 Opening of Escrow. Upon full execution of the Agreement, Seller .and'
Purchaser shall open.an Escrow (as hereinafter defined):by depositing a
fully executed copy of this Agreement with MaryLoV Adame at Fidelity,
National Title Insurance Company, 3237 E. :Guasti Rd:,'Ste. 105; Ontario,
CA 9176.1 (909) 978-3020 MaNlou.Adame@fnf.com ("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
'I"Opening.of Escrow") a copy of which shall be provided to.each party.
2.2.2 Earnest Monet/ Deposit.'Within ten (.10) days of Opening of Escrow,
Purchaser 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.'*
2.3 'PURCHASER'S.DEFAULT AND LIQUIDATED DAMAGES: PURCHASER AND SELLER' -
AGREE THAT SHOULD PURCHASER DEFAULT IN PURCHASER'S OBLIGATION TO PURCHASE THE
-PROPERTY-WITHIN THE.TIME AND IN.THE. MANNER SPECIFIED IN THIS AGREEMENT,'SELLER.
SHALL.BE RELEASED'FROM ALL OBLIGATIONS I.N LAW OR EQUITY TO.CONVEY TH.E PROPERTY
TO PURCHASER. PURCHASER 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 PURCHASER.AND,
THAT SELLER SHALL-HAVE NO OTHER RIGHT OR,CAUSE OF ACTION,AGAINST PURCHASER FOR
DAMAGES OR OTHERWISE' ARISING FROM .SAID DEFAULT EXCEPT FOR •THE INDEMNITY
OBLIGATIONS SET FORTH.IN.SECTION 34.4 WHICH.SHALL REMAIN IN.EF.FECT.
Seller's Initials: Purchaser's Initials:
.2.4 'Closing Costs: Closing costs shall be paid as follows:
2.4.1 By.Seller.'Seller will.paybrie=half (1/2)of customary escrow fees'.the cost
-of' the Title Policy (as defined in. Section 3.2.2) and any document
preparation-costs for documents prepared on Seller's behalf..
2.4.2 By Purchaser. Purchaser will pay one-half(1/.2) of customary escrow:feet,
any 'documentary transfer tax, and any .additional title coverage or.
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endorsements which Purchaser may desire and any document preparation
costs for documents prepared on Purchaser's behalf.
2.4.3 Recording Fees. No recording fees will be payable with respect to the
recording of the Grant Deed, pursuant to Government Code Section
27383.
2.4.4 Attorney Fees. Each party will be responsible for,payment of its own
attorneys' fees with respect to the negotiation and preparation of this
Agreement.
2.5 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 (with the Certificate of
Acceptance attached) 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. However, the parties may, upon written agreement, close earlier than the
specified Closing Date.
2.6 Real Property Taxes; Closing Prorations And Adjustments. 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. Purchaser 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.
2.7 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 at the
Closing.
2.8 Possession. Exclusive possession of the Property shall be delivered to Purchaser
at the Closing.
2.9 Escrow Provisions.
2.9.1 Escrow Instructions. Sections 1, 2 (but excluding Section 2.3), 3.2 and 6
constitute the escrow instructions to Escrow Holder. If required by Escrow Holder,
Purchaser 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. Purchaser and Seller agree to execute additional
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instructions, documents and forms provide by Escrow Holder that are reasonably
necessary to close Escrow.
2.9.2 General Escrow Provisions. Escrow Holder shall deliver the Title Policy to
the Purchaser and instruct the San Bernardino County Recorder to mail the Grant Deed
to Purchaser 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.
2.10 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 reasonably satisfactory to Purchaser:
2.10.1 Grant Deed. A duly executed and acknowledged Grant Deed.
2.10.2 Miscellaneous. All other documents (if any) required by Title Company or
Escrow duly executed and delivered (if applicable).
2.11 Documents To Be Delivered By Purchaser. At least two (2) business days prior to
the Closing, Purchaser shall deliver or cause to be delivered to Escrow Holder the following,each
of which shall be in form reasonably satisfactory to Seller:
2.11.1 Funds. The balance of the Purchase Price plus or minus adjustments,
credits and prorations provided for herein.
2.11.2 Certificate of Acceptance. An executed Certificate of Acceptance (in the
form attached to the Grant Deed)which is be attached to the Grant Deed
prior to recordation.
2.11.3 Miscellaneous. Such other instruments and documents as may be
reasonably required in order to carry out the purpose of this Agreement.
2.12 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 Purchaser's Obligations. As of the Closing, Purchaser shall have timely
performed all of the obligations required by the terms of this Agreement
to be performed by Purchaser.
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2.12.2 Purchaser's Representations. As of the Closing, all representations and
warranties made by Purchaser to Seller in this Agreement shall be true
and correct as of the Closing.
2.13 Conditions To Purchaser's Obligations. The Closing and Purchaser's obligations
to consummate the transaction contemplated by this Agreement are subject to the satisfaction
of the following conditions(or Purchaser's waiverthereof)which are for Purchaser'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 of the obligations required by the terms of this
Agreement to be performed by Seller.
2.13.2 Property Condition. Purchase has approved the condition of the
Property pursuant to Section 3.1.
2.13.3 Title Policy. The Title Company will issue the Title Policy and deliver
same to Purchaser at Closing.
2.13.4 Seller's Representations. As of the Closing, all representations and
warranties made by Seller to Purchaser in this Agreement shall be true
and correct as of the Closing.
2.14 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) must bear original signatures and
notarizations. Escrow Holder will notify Seller and Purchaser regarding any other documents as
to which it may require original signatures.
2.15 No Withholding as Foreign Seller. Seller represents and warrants to Purchaser
that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning
of Internal Revenue Code Section 1445 or an out-of-state seller under California Revenue and Tax
Code Section 18805 and that it will deliver to Purchaser 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. Purchaser by its execution of this Agreement agrees that
the City Manager of Purchaser or his designee (who has been designated by City Manager's
written notice delivered to Seller and Escrow Holder) shall have the authority to execute
documents on behalf of Purchaser 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 Purchaser.
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ARTICLE 3
REVIEW PERIODS
3.1 Review of Property:
3.1.1 Purchaser's Review Period: Within five(5) days of the Opening of Escrow,
Seller shall deliver to Purchaser copies of information, reports and investigations
regarding the Property within Seller's possession or control, such as Phase I reports and
soil studies ("Property Documents"). Purchaser's Review Period shall expire twenty-five
(25) days after Opening of Escrow ("Purchaser's Review Period"), unless terminated
earlier by Purchaser. If Purchaser has not disapproved the condition of the Property by
written notice delivered to Seller and Escrow Holder prior to the expiration of Purchaser's
Review Period then Purchaser shall be deemed to have approved same. In the event,
Purchaser terminates this Agreement within the Purchaser's Review Period, the Earnest
Money Deposit shall be returned to Purchaser.
3.1.2 Purchaser's Investigations of the Property: During the Review Period,
Purchaser and its agents and contractors shall have the right to conduct such
investigations and enter upon the Property to conduct,at Purchaser's expense,such tests
and investigations as may be necessary for Purchaser to determine whether any matter
would materially hinder or make economically unfeasible Purchaser's intended use of the
Property. At least two (2) days prior any invasive investigations or tests, Purchaser shall
notify Seller of the investigations or tests to be conducted. Purchaser will be responsible
to pay the cost of repairing any damage to the Property as a result 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.
3.1.3 Insurance Requirements: Prior to Purchaser or its agents or contractors
entering upon the Property pursuant to this Section 3.1, Purchaser shall (i) give Seller
forty-eight (48) hours prior notice of entry, and (ii) provide satisfactory evidence to Seller
that Purchaser, or its agents 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 Purchaser will name Seller as an additional named insured on the policies listed
above.
3.1.4 Indemnity: Purchaser agrees to defend and indemnify Seller for any claims
that arise out of Purchaser's inspection or testing of the Property. This obligation shall
survive termination of this Agreement.
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3.2 Review of Title:
3.2.1 Approval of Title. Promptly upon Opening of Escrow, a preliminary title
report shall be issued by Fidelity National Title Insurance Company ("Title Company"),
describing the state of title of the Property, together with copies of all exceptions listed
therein and a map plotting all easements specified therein ("Preliminary Title Report").
Within fifteen (15) days after Purchaser's receipt of the Preliminary Title Report,
Purchaser shall notify Seller in writing ("Purchaser's Title Notice") of Purchaser's
disapproval of any matters contained in the Preliminary Title Report except that
Purchaser may not disapprove any title exceptions caused by Purchaser's entry onto the
Property pursuant to Section 3.1("Disapproved Exceptions"), provided all monetary liens
encumbering the Property are hereby disapproved by Purchaser and shall be removed
and released by Seller through or prior to the Close of Escrow.
In the event Purchaser delivers Purchaser's Title Notice within said period, Seller
shall have a period of five (5) days after receipt of Purchaser's Title Notice in which to
notify Purchaser 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 Purchaser of its election to
decline to remove the Disapproved Exceptions, or if Seller is unable to remove the
Disapproved Exceptions, Purchaser may elect either to terminate this Agreement and the
Escrow or to accept title to the Property subject to the Disapproved Exception(s).
Purchaser 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(ii)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 Purchaser'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 Purchaser
with an ALTA owner's non-extended coverage policy of title insurance insuring title to the
Property vested in Purchaser with coverage in the amount of the Purchase Price showing
(i) title exceptions approved pursuant to Section 3.2.1; and (ii) any exceptions caused by
Purchaser including pursuant to Section 3.1("Title Policy").The cost of the Title Policy to
Purchaser shall. be paid by Seller but Purchaser shall be obligated pay for any
endorsements. If Purchaser desires to obtain an ALTA extended coverage owner's title
policy, Purchaser shall deliver an ALTA survey, at Purchaser's cost, to Title Company at
least ten (10) days prior to the Closing Date and Purchaser shall pay the additional cost
for the extended coverage.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES
4.1 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
Purchaser 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. Copies of all Property Documents have been delivered to
Purchaser pursuant to Section 3.1.1.
4.1.3 No Third-Party Rights. 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.
4.2 Purchaser's Representations And Warranties. Except as expressly set forth in this
Agreement, Purchaser is relying upon no warranties, express or implied, oral or written, from
Seller regarding the Property and, upon Close of Escrow, Purchaser will have accepted the
Property as-is,with all faults. Purchaser represents and warrants to Seller as follows:
4.2.1 Agreements. Neither the execution and delivery of this Agreement by
Purchaser 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 Purchaser is a party.
4.2.2 Authority. Purchaser 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 Purchaser.
4.2.3 As-Is Acquisition. Purchaser 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
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at 40 C.F.R., part 261, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, the Resource 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 Purchaser or
preliminary report regarding title; (viii) 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. Purchaser 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, Purchaser 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. Purchaser further acknowledges and agrees
that any information made available to Purchaser 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. Purchaser 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. Purchaser further
acknowledges and agrees that to the maximum extent permitted by law, 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. Purchaser represents, warrants and covenants to Seller that, except for
Seller's express representations and warranties specified in this Agreement, Purchaser is relying
solely upon Purchaser's own investigation of the Property.
4.2.4 General Waiver. Except for the obligations of Seller under this
Agreement, Purchaser 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 in his or her favor at the time of
executing the release and that, if known by him or her, would have materially affected his or her
settlement with the debtor or released p "
Purc aser's Initials
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ARTICLE 5
DEFAULTS; REMEDIES
5.1 Purchaser's Default. If Purchaser 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 Purchaser's obligation (i) to deliver Reports pursuant to Section 3.1.2; nor (ii)
indemnity pursuant to Section 3.1.4.
5.2 Seller's Default. If Seller breaches this Agreement and the transaction is not
consummated as a result thereof, Purchaser shall have the right to pursue all available remedies
including specific performance.
ARTICLE 6
MISCELLANEOUS
6.1 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. Purchaser 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 Purchaser in connection with this transaction. Seller 'agrees to
indemnify, defend and hold Purchaser 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.
6.2 Notices. All notices and other communications which are required to be,or which
may be given under this Agreement shall be in writing, and shall be delivered at the addresses
set out herein below. Notice may be given by personal delivery, recognized overnight courier, by
United States mail or by facsimile transmission in the manner set forth below. Notice shall be
deemed to have been duly given (a) if by personal delivery, on the first to occur of the date of
actual receipt or refusal of delivery by any person at the intended address, (b) if by overnight
courier, on the first (1st) Business Day after being delivered to a recognized overnight courier, (c)
if by mail,on the third(3rd) Business Day after being deposited in the United States mail,certified
or registered mail, return receipt requested, postage prepaid, or (d) by facsimile transmission
shall be deemed to have been given on the next business day after being transmitted, as
evidenced by the confirmation slip generated by the sender's facsimile machine addressed as
follows:
If to Seller: San Bernardino County Transportation Authority
1170 W. 3rd Street, 2"d Floor
San Bernardino, CA 92410
Attn: Paul Melocoton
Fax: (909) 885-4407
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With a copy to: Woodruff, Spradlin &Smart
555 Anton Boulevard, Ste 1200
Costa Mesa, CA 92626
Attn: Craig G. Farrington/Alyson Suh
Fax: (714) 835-7787
If to Purchaser: City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
Attn: Konrad Bolowich, City Manager
Fax: (909) 824-6623
With a copy to: Aleshire &Wynder, LLP
18881 Von Karman Blvd, Ste 1700
Irvine, CA 92612
Attn: Adrian Guerra, City Attorney
Fax: (949) 223-1180
If to Escrow Holder: Fidelity National Title Insurance Company
3237 E. Guasti Rd.,Ste. 105
Ontario, CA 91761
Mary Lou Adame, Escrow Officer
Fax: (909) 354-3355
or to such other address as either party may from time to time specify as its address for the
receipt of notices hereunder, in a notice to the other party. Notices given by an attorney shall be
deemed to constitute notice from that party.
6.3 Assignment. Purchaser may not assign this Agreement.
6.4 Joint And Several Liability. If Purchaser is more than one person or entity, then
all obligations and/or liabilities of Purchaser set forth herein or arising hereunder shall be the
joint and several obligations and/or liabilities of each party constituting Purchaser.
6.5 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 including, but not limited to,the Offer.
6.6 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.
6.7 Captions; Number. The captions contained in this Agreement are for the
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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.
6.8 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.
6.9 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. Purchaser 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.
6.10 Time Of The Essence. Time is of the essence of this Agreement.
6.11 Modification. This Agreement may only be amended or modified in writing
executed by both parties.
6.12 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.
6.13 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.
6.14 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.
12
1641569 1
f
6.15 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.
6.16 Exhibits. Exhibits A, B and C attached hereto are incorporated herein by
reference.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
REMINDER TO PARTIES: Sections 2.3 and 4.2.4 need to be initialed.
SELLER: PURCHASER:
SAN BERNARDINO COUNTY CITY OF GRAND TERRACE, a general law city
TRANSPORTATION AUTHORITY,
a public agency
By:
Darcy cN , Mayor
By: Xf— 4)/--7
RayrUnd W. Ife, PhD Z 202,;1-
Executive Director
ATTEST:
APPROVED AS TO FORM: Debra Thomas,
City Clerk
By: APPROVED AS TO FORM:
Craig Farrington/Alyson Suh
Woodruff, Spradlin &Smart Aleshire &Wynder, LLP
Attorneys for Seller
By: 11� z
Adrian R. Guerra, City Attorney
13
16415691
6.1S 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.
6.16 Exhibits. Exhibits A, B and C attached hereto are Incorporated herein by
reference.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
REMINDER TO PARTIES: Sections 2.3 and 4.24 need to be Initialed.
SELLER: PURCHASER:
SAN BERNARDINO COUNTY CITY OF GRAND TERRACE,a general law city
TRANSPORTATION AUTHORITY, �---
a public agency
By:-
` Darcy cN ` -;'Mayor
By:
Raymond W.Wolfe, PhD = - 202
Executive Director VY
TTEST:
202
APPROVED AS TO FORM: Debra Thomas,
City Clerk
By: hiAam Q,,h APPROVED AS TO FORM:
Craig Far ington/Alyson Suh
Woodruff,Spradlin&Smart Aleshire&Wynder,LLP
Attorneys for Seller
By:
Adrian R.Guerra,City Attorney
13
ira�sU�t
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 act as Escrow Holder thereunder and to be bound by and perform the
terms which apply to Escrow Holder.
By:
Marylou Adame, Escrow Officer
Dated: , 202_(Opening of Escrow)
14
1641569 1
EXHIBIT"A"
Legat 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 V11est,.
SAN BERNARDINO MERIDIAN; in. the. County of San Bemardino; State of
'California, according.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
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 of Grand Terrace, recorded
September 4, 1965 as Instrument 86=255660 of Official Records of said County;
thence along said easterly right of'way line, South 0025'52"-East, 125.00 feet to the-
.POINT OF BEGINNING, as shown on Caltrans District '08 Right of Way. Map
RW000216-4, 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
44 North. °57.'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 0025'52 East,.77.64 feet,to the northwesterly right of Way line'of Commerce
Way and being the beginning of a non-tangent curve, concave northwesterly, having.
.a radius of 230:00 feet, to which a.radial.line bears-South 22°04'4, East; thence
northeasterly along said curve,'through a centraf angle of 44018'13"an arc length of
177.85 feet;,thence North.23937'03" East, 33.'91 feet; thence leaving said'we'sterly-
right of way.line South 89°25'31"West, 139.01 feet to the POINT OF BEGINNING.
.Containing.i2,800 Square feet,more or Ce'ss
The-distances used in'the above description are based on the California
Coordinate System of 1983; (Q007) Zone 5. Divide all distances used.in the abode
description by 0.9999594 to obtain ground level distances.
This real peoperty.description has-been prepared by me,or under'-my direction,in
conformance with the Professional Land Surveyors'Act.
`D xo,.LAA0 -
ODR ���
a 0
Signature' * EXP. 3=3.1=23
Profeal Land Surveyor
s�. PLS 9482.
Date: 6/18/21 9TFOF CA4`�OQ�.
• 1 _
16415691
EXHIBIT%"
Map of the'Property
IF.*,771E ST7F OF-CALIFORNIA OR ITS OFOR
BARTON AD AGENTS SHALLANOT BE RESPONSIBLE FOR•TRE AECCLWAC RO Y
T—— — — OR COIPLETENESS OF DIGITA4 IMAGES OF THIS MAP.
I
50:60'
44:0f/L
CURVE DATA TABLE
NO; RADIUS DELTA LENGTH
C1 52.00' 89°13'06" 80.97'
C2 230.00' 44°18'113" 177.B5'.
33.00'
o -
a _
COUNTY OF SANSERNARDINO
CITY OF GRAND TERRACE
F I
Z.
LINE DATA TABLE
L� .NO. BEARING DISTANCE STATE OF CALIFORNIA
.I •CALIFORNIA STATE TRANSPORTATION AGENCY
L1 N00°25'52"1V 125.00' DEPAit7WtLVTbF 1RANSPDRTATICiN
RIGHT-OF NAY
-ESEIBIT"B"
L2 N00°25'52"W '77.64''
'.L3. N23°37'03't 33.91'
COPYRIGHT.2019 CALIFORNIA DEPARTMENT OF TRANSPORTATION.
L4 N89°25'31"E 139'.011. ALL RIGHTS RESERVED.
SCALE: 1°_. 80'
I.L5 N00'.26'05"W. 1.25.00' FEET' 0 AO 80 160
I
e Fsea9 z1s ff=l
- 1
1641569 1
EXHIBIT"C"
Grant Deed
RECORDING REQUESTED BY AND:
WHEN RECORDED MAILTO:
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
APNs. 1167-231-10 and 1167-231-22 SPACE ABOVE RESERVED FOR RECORDER'S USE
THE UNDERSIGNED GRANTOR DECLARES:
Documentary Transfer Taxis: $
GRANT DEED
FOR VALUE RECEIVED, receipt of which is hereby acknowledged,the SAN BERNARDINO COUNTY
TRANSPORTATION AUTHORITY,a public agency("Grantor")hereby grants to the CITY OF GRAND
TERRACE,a general law city("Grantee")all that certain real property situated in the City of Grand
Terrace, County of San Bernardino, State of California, more fully described and depicted in
EXHIBITS "A"and "B"attached hereto and incorporated herein by this reference.
Dated: 202_ SAN BERNARDINO COUNTY TRANSPORTATION
AUTHORITY,a public agency
By:
Raymond W. Wolfe, PhD
Executive Director
1
1641569 1
ACKNOWLEDGMENT
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
COUNTY OF )
On , 202_before m e, (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)
16415691
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by SAN BERNARDINO COUNTY
TRANSPORTATION AUTHORITY,a public agency to the CITY OF GRAND TERRACE ("City"), is hereby
accepted by the undersigned officer and agent of City and the City consents to the recording of
the Grant Deed. -
Signed and dated on , 202_at City of Grand Terrace, California.
GRANTEE
CITY OF GRAND TERRACE, a general law city
By:
Konrad Bolowich,
City Manager
1641569 1
ACKNOWLEDGMENT
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
COUNTY OF )
On , 202_before m e, (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 signatures)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)
1641569 1
EXHIBIT"A"TO GRANT DEED
Legal Description
That certain real.property in-the-City of Grand Terrace, Courity,of San Bernardino, State of
California legally described as:follows:
All that certain ,real property in the City of Grand Terrace,.County of
San Bernardino,State of.California,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,.according 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
Barton Road_(50.00feet half width) as described in a grant deed to the County of
San Bernardino, recorded-April l28, 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. -of Grand' Terrace;, recorded
'September 4, 1965 as Instrument,86-255660 of Official Records of said County;
thence.along-said easterly right of way line, South 0°25.52"•East, 125:00 feet to the
POINT'OF BEGINNING', as shown on Caltrans 'District 08 Right' of Way Map
RW000216-4,, 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 44°57'54" 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 002552" East; 77..64 feet to the northwesterly right of.way line of Commerce
Way and being the beginning of anon-tangent curve, concave northwesterly, having
a radiuss 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*1813"an arc length of
177:85 feet; thence North 23°37'03" East, 33.91'feet; thence leaving said westerly
right of way Iine.South 89°25'31"West, 139;01 feet to the POINT OF BEGINNING.
ContQ.in(iig 12,800 Square feet,77tare.or less,
The distances used in the above description are based on the California.
Coordinate.System of 1.983, (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,•orunder my direction;in
conformance with_the Professional Land Surveyors'Act.
X LA
P`RO R/psGb
�p
Signature. * . EXP. 3-41-23
Profe nal Land Surveyor
PLS 9482. S
Date: 6/18/21
1641569 1
4 '
f �
A �
'EXHIBIT"B"TO GRANT DEED
Map
NOTE: THE STATE OF CAL'IFORNIA OR ITS.OFFICERS OR
BARTON ROAD AGENTS'SMALL NOT BE RESPONSIBLE-FOR THE ACCLLRACY.
OR'COWLETENESS OF DIGITAL IMAGES OF MIS MAP.
I
50.00'
—————— --_+— -----=--- -----=
.44.00.
`hA I CURVE DATA TABLE
J
NO. RADIUS DELTA LENGTH —
L4 1 I 01 52.00' 84-13'061!•
1
33.00' v / 92 230.00' 44'18'13-1 177,85'
— J'
0
a
COUNTY OF SAN BERNARDINO
CITY OF GRAND TERRACE
~ \
I�
z
LINE DATA TABLE
U ISTATE OF CALIFOR.4IA
_ NO. BEARING - DISTANCE CALIFURSLA STATE TILANSPORTATION AGENCY
:I I DEPARTMENT OF TRANSPORTATION
Lt N00925'52"W 125.00' RIGHT-OF WAY
.L2 N00°25'52"W .77.64 EXHIBIT
L3 N23`37'03"E 33.91'.
COPYRIGHT-2019 CALIFORNIA DEPARTHENT.OF TRANSPORTATION.
o ALL RIGHTS RESERVED.
L4 N89 25'31"E 139.01,' SGAiE:t•= eo
L5 N00'26105"W 125.00' FEEL O A0 eo 190 .
I
' e sea zts t.m 't
1641569 1