HomeMy WebLinkAbout2004-2501
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RESOLUTION NO. 2004-250
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING THE DECLARATION OF SURPLUS PROPERTY; THE
PURCHASE AND SALE AGREEMENT FOR THE BENNETT WELL; AND THE SALE OF
THE BENNETT WELL PROPERTY AND FIXTURES TO THE CITY OF LOMA LINDA
WHEREAS, the Board of Water Commissioners of the City of San
Bernardino acquired the Bennett Well during the Water Department's
merger in 1991 with the South San Bernardino County Water District;
"IM
WHEREAS, the Bennett Well is located west of Richardson Street
and north of the Interstate 10 freeway and has never been used by
the Water Department; and
WHEREAS, In October, 2002, the Board of Water Commissioners
approved a hold harmless agreement with the City of Loma Linda in
order that they could test and video log the Bennett Well; and
WHEREAS, the Water Department has obtained an appraisal for the
well site and the well; and
WHEREAS, at their July 13, 2004 meeting, the Board of Water
Commissioners unanimously voted to declare the property surplus,
approved a purchase and sale agreement for the Bennett Well, and
approved the sale of the Bennett Well property and fixtures to the
City of Loma Linda.
WHEREAS, San Bernardino Municipal Code Section 2.65.050, Sales
to Public Agencies, provides, "[n]otwithstanding anything in this
Chapter to the contrary, real property owned by the City may be sold
to another public agency without the need for competitive bid, but
the sales price shall not be less than the fair market value."
8/2/2004
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2004-250
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE
DECLARATION OF SURPLUS PROPERTY; THE PURCHASE AND SALE AGREEMENT FOR THE BENNETT WELL; AND
THE SALE OF THE BENNETT WELL PROPERTY AND FIXTURES TO THE CITY OF LOMA LINDA
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION ONE: That the City of San Bernardino, a Municipal
Corporation, does hereby approve the Bennett Well site and fixture
as declaration of surplus property;
SECTION TWO: That the Purchase and Sale Agreement referred to
herein, a copy of which is attached hereto, marked Exhibit "l", and
hereby referred to and made a part hereof as fully as though set
forth at length herein, is hereby approved.
SECTION THREE: That the Mayor and City Clerk of the City of San
Bernardino are hereby authorized and directed to execute said Grant
Deed and Purchase and Sale Agreement on behalf of the City of San
Bernardino.
B/2/2004
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2004-250
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE
DECLARATION OF SURPLUS PROPERTY; THE PURCHASE AND SALE AGREEMENT FOR THE BENNETT WELL; AND
THE SALE OF THE BENNETT WELL PROPERTY AND FIXTURES TO THE CITY OF LOMA LINDA
I HEREBY CERTIFY that the foregoing resolution was duly adopted
by the Mayor and Common Council of the City of San Bernardino at a
jt. regular meeting thereof, held on the 2nd day of
August , 2004, by the following vote to wit:
COUNCIL MEMBERS AYES NAYS ABSENT ABSTAIN
ESTRADA %
LONGVILLE
MCGINNIS
DERRY
KELLEY
JOHNSON
MCCAMMACK
0.4
'R hel Clark, City Clerk
The foregoing resolution is hereby approved this �% day of
August , 2004.
APPROVED AS TO FORM
AND LEGAL CONTENT:
JAMES F. PENMAN
City Attorney
By:
0
Susan Longville, Mayor Pro Tenn
City of San Bernardino
B/2/2004
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2004-250
EXHIBIT 1
PURCHASE AND SALE AGREEMENT FOR THE BENNETT WELL
AND WELL SITE
THIS PURCHASE AND SALE AGREEMENT (this" Agreement") is entered into as of
the end day of August , 2004, by and between the City of San Bernardino
("Seller"), and the City of Loma Linda ('Buyer").
RECITALS
I. The Seller is the owner of a non -producing well and well site located west of
Richardson Street and north of the Interstate 10 freeway, commonly referred to as the Bennett
Well Site. The Seller has never utilized the Bennett Well Site, since acquiring it from the South
San Bernardino County Water District. The well site (Property) is more particularly described in
Exhibit "A" attached hereto.
2. Buyer is desirous of purchasing the Bennett Well Site and using the Bennett Well
as a production facility.
NOW, THEREFORE, in consideration of the above -referenced facts, the mutual
covenants of Buyer and Seller contained in this Agreement and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as
follows:
ARTICLE I
AGREEMENT AND PURCHASE PRICE
1.1. Agreement. Seller agrees to sell the Property to Buyer, and Buyer agrees to buy
the Property from Seller on the terms and conditions set forth in this Agreement.
1.2. Escrow Instructions and Opening of Escrow. An escrow shall be or shall be
deemed to be opened within three (3) business days following execution of this Agreement by
Buyer and Seller, with First American Title Company ("Escrow Company") as escrow holder.
This Agreement shall constitute joint escrow instructions of Seller and Buyer to Escrow
Company, and an executed copy of this Agreement shall be delivered to Escrow Company upon
opening of escrow. After escrow is opened, Escrow Company shall prepare and the parties shall
execute such additional escrow instructions consistent with the terms of this Agreement as may
be reasonably necessary.
1.3. Purchase Price. The purchase price (the "Purchase Price") for the Property shall
be Twenty -Five Thousand Dollars ($25,000.00).
1.4. Payment of the Purchase Price. The Purchase Price shall be paid by Buyer as
follows:
(A) Immediately upon the execution of this Agreement by Seller and Buyer,
Buyer shall cause to be deposited into escrow with Escrow Company as escrow holder, the
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amount of One Thousand Dollars ($1,000.00) by cashier's check or wire transfer (the "Initial
Deposit"). The Initial Deposit shall be invested by Escrow Company according to instructions
from Buyer, with all interest being earned for the benefit of Buyer. If Buyer terminates its
obligations under this Agreement as permitted pursuant to Sections 2.2, 3.1, 3.4, or 7.1, the
Initial Deposit shall be refunded to Buyer; otherwise, the Initial Deposit shall be nonrefundable.
Upon the Closing (as defined in Section 6.1), Buyer shall cause Escrow Company to deliver the
entire amount of the Initial Deposit to Seller by wire transfer to an account designated by Seller,
and the amount of the Initial Deposit shall be applied toward the Purchase Price.
(B) Buyer shall deposit the amount equal to the Purchase Price less the Initial
Deposit, into escrow with Escrow Company as escrow holder, by wire transfer, at least one (1)
business day prior to the Closing (as defined in Section 6.1) or by cashier's check during business
hours at least three (3) business days before the Closing. The Purchase Price shall be paid to
Seller by wire transfer from escrow to an account designated by Seller upon Closing.
1.5. Grant Deed. Seller's conveyance of the Property to Buyer shall be made by a grant
deed to be prepared by First American Title prior to close of escrow for execution by the Seller.
1.6. Possession. Possession of the Property shall be delivered to Buyer upon the
Closing.
ARTICLE II
TITLE
2.1. Permitted Exceptions. Buyer agrees to accept title to the Property subject to the
following matters (collectively, the "Permitted Exceptions"):
or agents; and
2.2.
(A) Any restrictions, reservations, or exceptions contained in the Grant Deed;
(B) Any matters created by or with the consent of Buyer or Buyer's employees
(C) Those matters approved or deemed approved by Buyer pursuant to Section
2.2. Approval of Title.
(A) Preliminary Title Report No. SSB-1177652 dated as of February 5, 2004,
issued by First American Title Company (the "Title Company") purporting to disclose the
condition of the title to the Property is attached hereto as Exhibit "B." Concurrent with the
execution of this Agreement by Seller and Buyer, Seller shall provide to Buyer copies of all
documents of record referred to therein (collectively, the "Title Report"). Buyer shall have until
June 20, 2004 to complete its review of the Title Report and to approve or disapprove, by written
notice to Seller, any exceptions to title except for items described in Section 2.1.
2004-250
(B) If the Title Report is supplemented by a report disclosing an exception not
previously disclosed in the Title Report, Buyer shall have three (3) days (or if less than three (3)
days remain until the Closing, until one (1) day prior to the Closing) after receipt of such
supplemental report and complete and legible copies of all documents of record referred to
therein and not previously delivered to Buyer (collectively, a "Supplement") within which to
approve or disapprove by written notice to Seller any exceptions to title disclosed in the
Supplement and not previously disclosed in the Title Report, except for items described in
Section 2.1. Buyer shall exercise its rights of disapproval under this Section 2.2 in good faith and
shall not disapprove a matter disclosed in the Title Report or any Supplement (each such matter
is hereinafter called an "Exception") that will not materially interfere with Buyer's development,
use, enjoyment or disposition of the Property. If Buyer fails to disapprove an Exception in
writing within the time periods specified above, the Exception shall be deemed conclusively and
irrevocably to be approved by Buyer for all purposes.
(C) If Buyer disapproves an Exception, Buyer shall include in its notice to
Seller a reasonably detailed description of Buyer's reasons for disapproval. On or before the date
seven (7) days after Seller's receipt of Buyer's notice of disapproval of an Exception contained in
the Title Report, and on or before three (3) days (or, if less than three (3) days remain until the
Closing, prior to the Closing) after receipt of Buyer's notice of disapproval of an Exception
contained in any Supplement, Seller shall inform Buyer in writing whether or not Seller will
cause the removal of such disapproved Exception.
(D) If Seller informs Buyer that it will not cause the removal of a disapproved
Exception, Buyer shall be entitled (i) at any time prior to June 22, 2004 (the "Approval Date")
with respect to disapproved Exceptions contained in the Title Report which Seller has informed
Buyer will not be removed, and (ii) within three (3) days (or, if less than three (3) days remain
until the Closing, until the Closing) with respect to disapproved Exceptions contained in any
Supplement which Seller has informed Buyer will not be removed, either to waive Buyer's
approval, in which event such Exception shall be deemed conclusively and irrevocably to be
approved by Buyer for all purposes, or terminate Buyer's obligations under this Agreement, in
which event the provisions of Section 3.3 shall apply. If either such notice by Buyer is not timely
delivered, Buyer shall be deemed to have conclusively and irrevocably approved such
Exception(s) for all purposes. If Seller informs Buyer that Seller will cause the removal of a
disapproved Exception, Seller shall have until the Closing to cause such Exception to be
removed. If Seller agrees to remove a disapproved Exception and the disapproved Exception is
not removed at or prior to Closing, Buyer's sole remedy for such default by Seller shall be to
terminate its obligations under this Agreement, in which event the provisions of Section 3.3 shall
apply.
2.3. Title Policy. Seller shall cause to be delivered to Buyer at the Closing written
assurances from Title Company that it is prepared to issue to Buyer a CL T A owner's policy of
title insurance in the amount of the Purchase Price, insuring Buyer as fee owner of the Property,
subject only to Title Company's standard printed exclusions and exceptions and the Permitted
Exceptions (the "Title Policy"). Buyer may at its sole cost and expense arrange with Title
Company to have the Title Policy issued (i) as an ALTA Form B policy in place of a CLTA
Policy, and (ii) with such endorsements as Buyer may desire; provided that neither of these
arrangements shall constitute a condition to, or impede or delay, the Closing.
2004-250
2.4. No Title Warranties. With the exception of the representations and warranties
specifically set forth in Section 4.2, nothing in this Agreement shall be construed as a warranty
or representation by Seller concerning Seller's title to the Property, and Seller makes no such
warranty or representation. Buyer acknowledges and agrees that Buyer is relying solely upon the
Title Report, any Supplement, the Title Policy, and Buyer's own investigations respecting the
condition of title to the Property.
ARTICLE III
BUYER'S INSPECTION OF THE PROPERTY AND SELLER'S DISCLOSURES
3.1. Property Inspection and Document Review. Upon execution of this Agreement by
Buyer and Seller, Buyer and its representatives, employees, contractors, and agents shall have
the right, at Buyer's sole expense and risk (i) to physically inspect and investigate the Property
and conduct any and all surveys, tests and studies of the Property and/or investigate the zoning,
building and other requirements relating to or governing the Property as Buyer deems necessary,
and (ii) to review, at Seller's offices during normal business hours, and make copies of, all
documents or copies of documents pertaining to the environmental condition of the Property,
including, but not limited to, all maps, surveys, tests, letters, records, contracts, soil, civil
engineering and other studies, tests, plans and reports, which are in the possession or control of
Seller. Buyer acknowledges that Seller will deliver to Buyer copies of the documents and
materials listed in Section 3.4(a) upon opening of escrow, and Buyer agrees that the Approval
Date shall not be extended, nor shall the Closing be impeded or delayed, as a result of Buyer's
obtaining, failure to obtain or delay in obtaining any other documents or materials, provided that
Seller has not committed a material default of its obligations set forth above in this Section 3.1.
The information made available by Seller under this Agreement shall not be released or disclosed
to any person other than Buyer's attorney, broker or lender, without the prior written consent of
Seller unless and until this transaction has closed. Notwithstanding any other provision of this
Agreement, Buyer shall have the absolute right to terminate this Agreement by written notice to
Seller on or before the Approval Date, in which event the provisions of Section 3.3 shall apply.
If, on or before the Approval Date, Buyer has not so terminated this Agreement, Buyer shall be
deemed conclusively and irrevocably to have approved the condition of the Property and the
findings of all inspections, investigations and reviews thereof, and Buyer shall no longer have the
right to terminate this Agreement pursuant to this Section 3.1.
3.2. Riahts of Entry and Access. For the purposes set forth in Section 3.1, Buyer and
its representatives, agents, employees and contractors shall have the right to enter upon the
Property while this Agreement is in force, provided that (i) Buyer shall restore any damage done
to the Property as a result of any such entry or any inspections, investigations, reviews, tests,
surveys or studies conducted in connection therewith, (ii) any such entry shall be made only after
reasonable advance written notice to Seller by Buyer (but in no event less than 24 hours prior to
such entry), at times reasonably acceptable to Seller and, at Seller's option, in the company of
Seller's representative, and (iii) Buyer shall indemnify Seller against, defend and hold Seller and
the Property free and harmless from any and all claims, demands, liabilities, costs, expenses,
penalties, damages, losses and liens, including, without limitation, all actual costs and attorneys'
fees reasonably incurred, arising out of or in connection with any such entry by Buyer or Buyer's
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representatives, agents, employees or contractors. As a condition precedent to the rights of entry
and access provided hereunder, Buyer shall obtain and keep in force until the Closing a
commercial general liability insurance policy covering such entry and access. Such insurance
policy shall provide coverage in an amount of not less than One Million Dollars ($1,000,000.00)
for injury or death of any number of persons in anyone accident or occurrence and shall name
Seller as an additional insured. At Seller's request, Buyer shall deliver to Seller certificates of
insurance in such form as Seller may reasonably require showing Buyer's compliance with the
aforesaid insurance requirements. In lieu of a commercial general liability insurance policy,
Buyer may produce evidence of its self-insurance program through the SCJPIA.
3.3. Consequences of Termination of This Agreement.
(A) If this Agreement is terminated by Buyer pursuant to Sections 2.2, 3.1,
3.4, or 7.1, the Initial Deposit shall be returned to Buyer, less half of any escrow cancellation
fees except as otherwise provided in Section 7.1, this Agreement shall terminate, and, subject to
the provisions of Section 3 .3(b), neither party shall have any further rights against or obligations
to the other (except for indemnification and any other rights and obligations not required to be
performed prior to such termination) under this Agreement. If this Agreement otherwise
terminates, the rights and obligations of Seller and Buyer shall be as set forth in Article VII.
(B) Promptly after any termination of this Agreement for whatever reason,
Buyer shall deliver to Seller, at no cost to Seller, all copies and reproductions of all documents
and data in Buyer's or its representatives', agents', employees' or contractors' possession or
control pertaining to the Property, regardless of whether such items have been supplied by Seller
or prepared or obtained by Buyer, its agents, employees or contractors, including, but not limited
to, all land plans, maps, surveys, engineering studies, soils studies, geological studies and
engineering information, all of which shall become the property of Seller.
3.4. Seller's Disclosures.
(A) Seller shall provide any information that it has related to the condition of
the Property (collectively, the "Disclosure Documents"). Notwithstanding anything to the
contrary contained in this Agreement, however, the disclosures in the Disclosure Documents
shall not be construed as representations or warranties of any kind by Seller and are not a
substitute for Buyer's own investigations and inspections of the Property. In the event of any
conflict between the provisions of Section 4.1 and this Section 3.4, the provisions of Section 4.1
shall control.
(B) If Seller learns of any other conditions of the Property that the law would
require to be disclosed to Buyer prior to the Closing, Seller shall notify Buyer in writing. Upon
written notice to Seller within five (5) days from receipt of Seller's notice (or if less than five (5)
days remain until the Closing, prior to the Closing), Buyer shall have the right to terminate this
Agreement by written notice to Seller if Buyer reasonably concludes that the Property will be
materially negatively affected, in which event the provisions of Section 3.3 shall apply.
2004-250
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1. Sale "As Is". The parties acknowledge that, except as specifically set forth in
Section 4.2, Seller does not make, and has not made, any warranties or representations, either
express or implied, as to any matter whatsoever, including but not limited to (i) the past, existing
or future legal, physical or financial condition of the Property, (ii) compliance with any laws,
codes, ordinances, rules, regulations, or requirements pertaining to the Property as it presently
exists or as may be required for any future use, (iii) matters pertaining to the ownership,
development, subdivision, maintenance, leasing, sale, zoning, permitted uses, access or
availability of utilities or infrastructure with respect to the Property, or (iv) the fitness of the
Property for any use, building or project, including but not limited to the suitability of the
Bennett well for municipal water supply, the characteristics of the Property with respect to
endangered species or habitats, the characterization of surrounding properties for either
endangered species or habitats, and/or any restrictions, limitations, requirements or decisions of
any governmental agency with respect to the Property or the surrounding area. Seller shall not be
liable or bound in any manner for any verbal or written statements, documents, data,
representations or other information pertaining to or constituting part of the Property furnished
by Seller or any of its agents, employees or contractors or any other person. Buyer hereby
acknowledges that Buyer is buying the Property" As Is" and "With All Faults" and is relying
solely upon its own inspections, investigations, and reviews, and if circumstances, conditions or
facts turn out to be in any way different from what Buyer believes or anticipates, Buyer shall not
be relieved of any obligations under this Agreement, which shall remain in full force and effect,
nor shall any such circumstances, conditions or facts give rise to any right of damages,
rescission, cost recovery, or otherwise against Seller.
BUYER HEREIN ACKNOWLEDGES THAT SELLER PROVIDES NO
ASSURANCES AS TO WHETHER THERE IS LEGAL ACCESS TO THE PROPERTY.
4.2. Representations and Warranties of Seller. Seller represents and warrants as of the
date of this Agreement and as of the Closing as follows:
(A) Organization. Seller is a municipal corporation duly formed under the
laws of the State of California with full power to enter into this Agreement and is duly qualified
to transact business in California.
(B) Authority. The execution and delivery of this Agreement by Seller has
been duly authorized and no other authorizations or approvals, whether of governmental bodies
or otherwise, are necessary to enable Seller to enter into or to fully comply with the terms of this
Agreement.
(C) Binding Effect of Documents. This Agreement and the other documents to
be executed by Seller hereunder, upon execution and delivery thereof by Seller, will have been
duly entered into by Seller, and will constitute legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their terms. Neither this Agreement nor anything
provided to be done under this Agreement violates or shall violate any contract, document,
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understanding, agreement, order, writ, injunction, decree of any court in any litigation, or
instrument to which Seller is a party or by which it is bound.
All warranties and representations of Seller set forth in this Agreement shall survive the
Closing and shall not be merged into the Grant Deed.
4.3. Representations and Warranties of Buyer. Buyer represents and warrants as of the
date of this Agreement and as of the Closing as follows:
(A) Organization. Buyer is a municipal corporation duly formed under the
laws of the State of California with full power to enter into this Agreement and is duly qualified
to transact business in California.
(B) Authority. The execution and delivery of this Agreement by Buyer has
been duly authorized and no other authorizations or approvals, whether of governmental bodies
or otherwise, are necessary to enable Buyer to enter into or to fully comply with the terms of this
Agreement.
(C) Binding Effect of Documents. This Agreement and the other documents to
be executed by Buyer hereunder, upon execution and delivery thereof by Buyer, will have been
duly entered into by Buyer and will constitute legal, valid and binding obligations of Buyer,
enforceable against Buyer in accordance with their terms. Neither this Agreement, nor anything
provided to be done under this Agreement, violates or shall violate any contract, document,
understanding, agreement, order, writ, injunction, decree of any court in any litigation, or
instrument to which Buyer is a party or by which it is bound.
All warranties and representations of Buyer set forth in this Agreement shall survive the
Closing and shall not be merged into the Grant Deed.
4.4. Indemnities.
(A) Buyer hereby indemnifies and holds harmless Seller and its property and
assets from all losses, liabilities, damages, costs and expenses (including reasonable attorneys'
fees and court costs reasonably incurred) incurred or suffered by Seller as the result of the breach
by Buyer of any of the representations or warranties contained in this Agreement.
(B) Seller hereby indemnifies and holds harmless Buyer and its property and
assets from all losses, liabilities, damages, costs and expenses (including reasonable attorneys'
fees and court costs reasonably incurred) incurred or suffered by Buyer as the result of the breach
by Seller of any of the representations or warranties contained in this Agreement.
4.5. Limitation on Enforcement of Rights. In the event either party has actual
knowledge of any breach of any representation or warranty of the other party prior to the Closing
and fails to notify that party thereof in writing prior to the Closing, the party with knowledge of
such breach shall be deemed to have waived any such breach and shall thereafter be estopped
from bringing any action with respect to such breach.
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ARTICLE V
ADDITIONAL AGREEMENTS OF BUYER AND SELLER
5.1. Environmental Disclosures and Indemnities.
(A) Definitions. For purposes of this Section 5.1, the following definitions
apply:
(i) "Environmental Claim(s)" means any and all claims, demands,
administrative or judicial proceedings, notices of noncompliance or violation, consent orders or
consent agreements (A) relating to the Property, the operations or activities thereon or the use or
occupancy thereof, and (B) arising out of any (1) action by a governmental authority with
jurisdiction over the Property (a "Governmental Authority") for enforcement (including, without
limitation, an action for penalties and/or injunctive relief), or for cleanup, removal, response or
remedial action or damages, pursuant to any Environmental Law (each, an 'Environmental
Order"); or (2) action resulting from (y) Hazardous Materials or (z) a violation of Environmental
Laws brought by a third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief.
(ii) 'Environmental Law(s)" means any and all federal, state and local
laws, regulations, ordinances, codes and policies, and any and all judicial or administrative
interpretations thereof by Governmental Authorities, as now in effect or hereinafter amended or
enacted, relating to pollution or protection of the environment, of natural resources or of public
health and safety and relating to the Property, including, without limitation, those relating to
releases or threatened releases of Hazardous Materials into the environment and any and all
Environmental Orders.
(iii) "Hazardous Material(s)" means any and all substances, chemicals,
wastes, sewage or other materials that are now or hereafter regulated, controlled or prohibited by
any Environmental Law, including, without limitation, any (A) substance defined as a
"hazardous substance," "hazardous material," "hazardous waste," or "toxic substance" in the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA "), 42
U.S.C. § 9601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.; the
Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; and the Federal Water
Pollution Control Act, 33 U.S.C. § 1251 et seq., all as amended to date and as amended
hereafter; and (B) hazardous substance, hazardous waste, toxic substance, toxic waste, hazardous
material, waste, chemical or compound described in any other federal, state or local statute,
ordinance, code, rule, regulation or other law now or at any time hereafter in effect regulating,
relating to, or imposing liability or standards of conduct concerning, any hazardous substance,
hazardous waste, toxic substance, toxic waste, hazardous material, waste, chemical or
compound. As used herein, the term Hazardous Material(s) also means and includes, without
limitation, gasoline, diesel, oil, motor oil, waste oil, petroleum (including, without limitation,
crude oil or any component thereof) and petroleum- based products.
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(B) Seller's Environmental Disclosures.
(i) Seller represents to Buyer that the only information or documents
it has in its possession, custody or control with respect to any Hazardous Materials presently
existing in, on or about the Property, or that previously existed in, on or about the Property, is
contained in the Disclosure Documents, if any.
(ii) Seller has provided the Disclosure Documents, if any, to Buyer
prior to the date of this Agreement.
(C) Buyer's Environmental Indemnity. Buyer hereby agrees to indemnify and
to hold harmless Seller and its property and assets from all losses, liabilities, damages, costs and
expenses (including reasonable attorneys' fees and court costs) incurred or suffered by Seller as
the result of Environmental Claims (including, without limitation, any Environmental Order),
whenever asserted, attributable to the presence, at the time of Closing, of any Hazardous
Materials in, on, under or about the Property, including in soils, groundwater and surface water
and including Hazardous Materials migrating onto the Property or migrating from the Property
onto the property of others. In addition to the foregoing and even though no Environmental
Order has issued and no Environmental Claim has been asserted, Buyer agrees to perform any
and all remediation work with respect to the Property.
5.2. Eminent Domain. In the event of any threatened, contemplated, commenced or
consummated condemnation or other taking of all or any material portion of the Property, Seller
shall assign to Buyer at the Closing, all of Seller's right, title and interest in and to any
condemnation award, and Buyer shall have the sole right thereafter to negotiate and otherwise
deal with the condemning authority in respect of such matter. No such threatened, contemplated,
commenced or consummated condemnation or other taking shall give Buyer any right to
terminate this Agreement or reduce the Purchase Price or otherwise amend this Agreement in
any manner whatsoever....
5.3. No Assimment by Buver. Notwithstanding anything to the contrary set forth in
this Agreement, Buyer shall have no right to transfer or assign any of its rights, or obligations
under this Agreement voluntarily, by operation of law or otherwise; provided, however, Buyer
shall have the right to assign to an Affiliate. An "Affiliate" shall mean, with respect to any entity,
any natural person or firm, corporation, partnership, association, trust or other entity which,
directly or indirectly, controls, is controlled by, or is under common control with, the Buyer; a
natural person or entity which has an entity as an Affiliate under the foregoing shall also be
deemed to be an Affiliate of such entity. For purposes hereof, the term "control" shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such entity, or the power to veto major policy decisions of any such entity,
whether through the ownership of voting securities, by contract, or otherwise.
5.4. RELEASE. EXCEPT FOR MATERIAL BREACH BY SELLER OF SUCH, IF
ANY, SPECIFIC AND LIMITED WARRANTIES OF SELLER AS MAY BE CONTAINED IN
THIS AGREEMENT, BUYER AGREES TO FULLY AND IRREVOCABLY RELEASE
SELLER FROM ANY AND ALL CLAIMS THAT BUYER MAY NOW HAVE OR MAY
HEREAFTER ACQUIRE AGAINST SELLER FOR ANY COST, LOSS, LIABILITY,
2004-250
DAMAGE, EXPENSE, MATTER OR THING RELATING TO THE PROPERTY OR ANY
INFORMATION OR DOCUMENTATION WHATSOEVER FURNISHED OR ALLEGED TO
HAVE BEEN FURNISHED BY SELLER RELATING TO THE PROPERTY. THIS RELEASE
INCLUDES CLAIMS WITH RESPECT TO THE ENVIRONMENTAL CONDITION OF THE
PROPERTY AS WELL AS CLAIMS ARISING UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS
AMENDED ("CERCAL"), AND RESOURCE CONSERVATION AND RECOVERY ACT
("CAR"), COMPANION STATE LAWS AND STATE AND FEDERAL COMMON LAW.
THIS RELEASE INCLUDES CLAIMS OF WHICH BUYER IS PRESENTLY UNAWARE OR
WHICH BUYER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY
BUYER, WOULD MATERIALLY AFFECT BUYER'S RELEASE TO SELLER. BUYER
SPECIFICALLY WAIVES THE PROVISION OF CALIFORNIA CIVIL CODE SECTION
1542, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
IN THIS CONNECTION AND TO THE EXTENT PERMITTED BY LAW, BUYER
HEREBY AGREES, REPRESENTS AND WARRANTS, WHICH REPRESENTATION AND
WARRANTY SHALL SURVIVE THE CLOSING AND NOT BE MERGED WITH THE
DEED, THAT BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS
NOW UNKNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO
CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES,
COSTS, LOSSES AND EXPENSES RELATING TO THE PROPERTY WHICH ARE
PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND BUYER
FURTHER AGREES, REPRESENTS AND WARRANTS, WHICH REPRESENTATION AND
WARRANTY SHALL SURVIVE THE CLOSING AND NOT BE MERGED WITH THE
DEED, THAT THE RELEASES PROVIDED — THIS SECTION HAVE BEEN NEGOTIATED
AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT BUYER,
NEVERTHELESS, HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT
SELLER FORM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS,
DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES.
BUYER'S INITIALS
ARTICLE VI
CLOSING
6.1. Closing. Provided that each condition to closing described in Section 6.6 has
been satisfied (or waived by the party for whose benefit the condition exists), the parties shall
close the transaction contemplated by this Agreement by delivering the items specified in
Sections 6.2 and 6.3 (all of which deliveries shall be deemed to occur simultaneously)
2004-250
(collectively, the "Closing") on , 2004, unless the date is extended pursuant
to this Agreement or by other written agreement signed by Seller and Buyer.
6.2. Buyer's Obligations. Not later than one (1) business day prior to the Closing,
Buyer shall cause to be delivered all of the following:
(A) To Escrow Company, the balance of the Purchase Price, as set forth in
Section 1.4(b);
(B) To Escrow Company, a duly executed Preliminary Change of Ownership
form;
(C) To Escrow Company, all costs and fees required to be paid by Buyer
pursuant to Sections 6.4 and 6.5 below for immediate distribution to the appropriate third parties;
and
(D) Such other instruments and documents as may be reasonably necessary of
Buyer to allow the Closing to occur.
6.3. Seller's Obligations. Upon the Closing, Seller shall cause to be delivered all of the
following:
(A) To Escrow Company, the Grant Deed properly executed and
acknowledged by Seller and in recordable form, which shall be delivered to Escrow Company
for immediate recordation;
(B) To Escrow Company, who shall be deemed the "person responsible for
closing the transaction" for purposes of complying with Section 6045 of the Internal Revenue
Code, the information necessary to file any information returns with the Internal Revenue
Service, as may be required by law;
(C) To Escrow Company, all costs and fees required to be paid by Seller
pursuant to Sections 6.4 and 6.5 below for immediate distribution to the appropriate third parties;
and
(D) Such other documents and instruments as may be reasonably necessary of
Seller to allow the Closing to occur.
6.4. Proration. All non -delinquent real property taxes for the Property shall be
prorated between Buyer and Seller as of the Closing. Any supplemental tax bill issued after the
Closing shall be paid by Buyer. Any and all installments currently due on assessments or bonds
encumbering the Property shall be prorated between Buyer and Seller as of the Closing;
provided, however, Buyer shall assume all future obligations on any such assessments or bonds
and Buyer specifically acknowledges that the Property may be subject to future assessments in
connection with the development of the Property and other real property in the vicinity thereof.
All prorations pursuant to this Section 6.4 shall be based on days actually elapsed and a 360-day
2004-250
period (or 30-day month). Any refund of real property taxes paid by Seller, based upon the
reduction of the assessed valuation of the Property, shall be the property of Seller; and, in the
event Buyer is made payee on any such check, draft or warrant in payment of such refund, Buyer
shall promptly endorse and deliver such check, draft or warrant to the order of Seller.
6.5. Closing Costs.
Buyer shall pay:
(A) Escrow Company's escrow fee;
(B) the premium for a standard form CL T A owner's policy of title insurance
in the amount of the Purchase Price if Buyer elects to obtain same pursuant to Section 2.3, and
the cost of all title endorsements desired by Buyer;
(C) costs of recording the Grant Deed, if any;
(D) all documentary transfer taxes; and
(E) the cost of fulfilling Buyer's other obligations under this Agreement.
6.6. Conditions to Closing. The Closing shall not occur unless and until:
(A) Buyer and Seller have deposited with Escrow Company all sums and
documents required to be deposited pursuant to Sections 6.2 and 6.3;
(B) The representations and warranties of Seller and Buyer pursuant to Article
IV shall be true and complete in all material respects;
(C) Seller and Buyer shall not be otherwise in default under this Agreement in
any material respect (in the event of such default, the provisions of Section 7.1 shall apply);
(D) Seller and Buyer shall have executed all documents required by this
Agreement to be deposited with Escrow Company and to which each is a party; and
(E) Buyer shall be deemed to have approved the title to the Property pursuant
to Section 2.2 and the condition of the Property pursuant to Section 3.1.
In the event that any condition to the Closing referred to in this Section is neither satisfied
within the time limits specified nor waived in writing by the party for whose benefit the
condition has been created, such condition shall be deemed to have failed, and the rights and
obligations of Seller and Buyer shall be as set forth in Article VII.
6.7. Recordation of Documents and Delivery of Funds. Upon receipt of the funds and
instruments described in Sections 6.2 and 6.3 and upon the satisfaction or waiver of the
conditions to Closing referred to in Section 6.6, Escrow Company shall cause the Closing to
occur. All sums to be disbursed by Escrow Company shall be by check of Escrow Company. To
close escrow, Escrow Company is instructed to take the following actions in the following order:
2004-250
(A) Date the Deed, and any other undated documents deposited in escrow with
the date of the Closing;
(B) Deliver the Purchase Price to Seller minus the amount of the
Environmental Credit described in Section 5.1(c);
Deed;
(C) Deliver the amount of the Environmental Credit to Buyer; (d) Record the
(E) Deliver the Title Policy to Buyer;
(F) Deliver a conformed copy of the Deed to Buyer; and (g) Deliver the non -
foreign status certificate to Buyer.
ARTICLE VII
REMEDIES
7.1. Remedies. If Seller commits any default under this Agreement, then, subject to
any specific provisions to the contrary contained in this Agreement, Buyer may, at Buyer's
option, terminate this Agreement and/or pursue any other rights or remedies that Buyer may have
under applicable law; provided, however, prior to Buyer's exercise of any remedy of specific
performance, including without limitation the filing of a notice of lis pendens in connection with
any action to compel Seller to convey the Property or any interest therein to Buyer, Buyer shall
deliver all of the items necessary to close the transaction contemplated by this Agreement in
accordance with Section 6.2. If Buyer exercises or attempts to exercise any such remedy of
specific performance without first so delivering such items, Buyer shall be deemed to have
waived its right to specific performance and Buyer's sole and exclusive remedy hereunder shall
be a monetary remedy for damages. If Buyer commits any default under this Agreement, Seller's
sole and exclusive remedy shall be to terminate this Agreement (in which event Buyer shall have
no right, title or interest in or to the Property or any part thereof whatsoever) and to retain the
proceeds of the Initial Deposit plus any interest accrued thereon in accordance with Sections 1.3
and 7.2. If either party terminates this transaction because of the other party's default hereunder,
the defaulting party shall pay all escrow costs billed by the Escrow Company.
7.2. LIQUIDATED DAMAGES. IF BUYER FAILS TO COMPLETE THE
TRANSACTION SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT
SELLER SHALL RETAIN THE INITIAL DEPOSIT OF ONE THOUSAND DOLLARS
(1,000.000), PLUS ANY INTEREST ACCRUED THEREON, AS LIQUIDATED DAMAGES,
WHICH THE PARTIES AGREE IS A REASONABLE SUM CONSIDERING ALL THE
CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE
RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT
REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF
ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT, PROVIDED
HOWEVER, IF BUYER WRONGFULLY REFUSES TO CAUSE ESCROW COMPANY TO
CANCEL THE ESCROW. SELLER SHALL ALSO BE ENTITLED TO ALL COSTS AND
2004-250
EXPENSES, INCLUDING ACTUAL ATTORNEYS' FEES INCURRED BY SELLER WITH
RESPECT TO THOSE CONSEQUENTIAL DAMAGES, IF ANY, WHICH MAY BE
INCURRED BY SELLER, BY REASON OF THE CLOUD ON TITLE TO THE PROPERTY
WHICH MAY RESULT FROM BUYER'S WRONGFUL FAILURE TO CANCEL THE
ESCROW AND THIS AGREEMENT. IF BUYER FAILS TO DELIVER SUCH SUMS TO
SELLER AS HERETOFORE PROVIDED, INTEREST SHALL ACCRUE THEREON AT THE
RATE OF 10% PER ANNUM FROM THE DATE OF SELLER'S WRITTEN NOTICE UNTIL
PAYMENT THEREOF. IN PLACING THEIR INITIALS BELOW, EACH PARTY
SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE
7.3. ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY
COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES
PROVISION AT THE TIME THIS AGREEMENT WAS MADE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS PROVISION SHALL NOT
LIMIT OR BE IN SUBSTITUTION FOR BUYER'S LIABILITY AND/OR SELLER'S
REMEDIES FOR ANY INDEMNIFICATION OBLIGATIONS OF BUYER HEREUNDER. "
Buyer's Initials
ARTICLE VIB
MISCELLANEOUS PROVISIONS
Seller's Initials
8.1. Brokerage Commissions. Buyer and Seller each agree and represent that no
broker or finder has been or will be employed in connection with the transactions contemplated
by this Agreement. Buyer hereby agrees to indemnify, hold harmless and defend Seller from and
against any claim or liability, including without limitation Seller's actual attorneys' fees,
disbursements and costs reasonably incurred, arising from any broker claiming to represent
Buyer in connection with the transactions contemplated by this Agreement. In the event of any
other claim for broker's, agent's or finder's fees or commissions in connection with the
negotiation, execution or consummation of the transaction contemplated by this Agreement, the
party upon whose alleged statement, representation or agreement such claim or liability arises
shall indemnify, hold harmless and defend the other party from and against such claim and
liability, including without limitation its actual attorneys' fees, disbursements and costs
reasonably incurred. It is agreed and understood that the Broker shall not be entitled to a
commission if the sale of the Property is not consummated.
8.2. Notices. All notices, demands, approvals, consents, or other communications
required or desired to be given under this Agreement in writing shall be mailed, delivered or
transmitted to the party involved at the address indicated below:
If to Seller: Mr. Bernard C. Kersey, General Manager
City of San Bernardino Municipal Water Department
P. O. Box 710
San Bernardino, CA 92402
Tel # (909) 384-5091
Fax # (909) 384-5215
2004-250
If to Buyer: Mr. Jarb Thaipejr
City of Loma Linda
25541 Barton Road
Loma Linda, CA 92354
Tel # (909) 799-2870
Fax # (909)796-0131
If to Escrow Company: First American Title Insurance Company
323 Court Street
P. O. Box 6327
San Bernardino, CA 92412
Tel # (909) 889-0311
Fax # (909)
Each such notice, demand, approval, consent, or other communication shall be deemed
effective and given (i) upon receipt, if personally delivered, (ii) upon being transmitted, if sent by
telegram, telex or telecopy, if a copy of the notice is also sent by United States Certified Mail
and provided receipt is confirmed by a transmission report or otherwise, (iii) two (2) business
days after deposit in the United States mail in Orange County, certified and postage prepaid,
properly addressed to the party to be served, or (iv) upon receipt if sent in any other way. Any
party hereto may from time to time, by written notice to the other, designate a different address
than that set forth above for the purposes of notice, provided, however, that no notice of a change
of address shall be effective until actual receipt of the notice.
8.3. Modification. This Agreement may not be modified, renewed, extended, or
amended except by a written agreement signed by Seller and Buyer or their respective successors
in interest and expressly stating that it is a modification, renewal, extension or amendment of this
Agreement, as the case may be.
8.4. Attorneys' Fees. In any action commenced to enforce or interpret, or for breach
of, any provision of this Agreement, or otherwise arising in connection with this Agreement or
with any of the Property, the prevailing party in such action shall be awarded, in addition to
damages, injunctive or other relief and remedies to which the prevailing party may be entitled, its
actual costs and expenses reasonably incurred, including without limitation attorneys' fees, court
costs and disbursements. The "prevailing party" shall be determined by the trier of fact.
8.5. Successors and Assigns. Without limiting the restrictions on transfer set forth in
this Agreement, every provision of this Agreement shall be binding upon, and shall inure to the
benefit of, the legal representatives, heirs, successors and assigns of the parties. Buyer may not
assign or transfer its rights or delegate its duties under this Agreement without the prior written
consent of Seller, and any attempted assignment, transfer or delegation by Buyer shall be null
and void and shall constitute a material breach by Buyer of this Agreement.
8.6. 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.
2004-250
8.7. Section Headings. The various section headings in this Agreement are inserted for
convenience of reference only, and shall not affect the meaning or interpretation of this
Agreement or any provision hereof. All uses of the words "Article(s)" and "Section(s)" in this
Agreement are references to articles and sections of this Agreement, unless otherwise specified.
8.8. No Recorded Memorandum. Neither this Agreement nor any memorandum hereof
or reference hereto, shall be filed in any place of public record. Failure of Buyer to comply with
this Section 8.8 shall be a material default by Buyer under this Agreement and, at the election of
Seller, shall automatically and immediately terminate all of Buyer's rights under this Agreement,
and thereafter Buyer shall not have any right, title, or interest in or to the Property whatsoever.
8.9. Incorporation of Exhibits. All Exhibits attached to, and to which reference is
made in this Agreement are incorporated into, and shall be deemed a part of, this Agreement. In
the event of any inconsistency between the text of this Agreement and the Exhibits hereto, the
text of this Agreement shall control.
8.10. Severability. If any provision or portion of this Agreement shall become illegal,
unenforceable, invalid, null or void or against public policy for any reason, or shall be held by
any court of competent jurisdiction to be illegal, unenforceable, invalid, null or void or against
public policy, the legality, validity or enforceability of the remaining provisions of this
Agreement shall not be affected thereby.
8.11. Survival of Agreement. To the extent not required to be performed before the ;
Closing or other termination of this Agreement, the obligations, covenants and agreements of :..:
Seller and Buyer pursuant to this Agreement shall survive the Closing or other termination of
this agreement.
8.12. Entire Agreement. This Agreement is the entire integrated agreement of Buyer
and Seller with respect to the Property, containing all of the terms and conditions to which Seller
and Buyer have agreed. This Agreement supersedes and replaces entirely all previous oral and
written understandings, if any, of Seller and Buyer respecting the Property.
8.13. Time of Essence. Time is of the essence in this Agreement and each and every
provision of this Agreement.
8.14. Objective Construction. This Agreement reflects the negotiated agreement of the
parties. Accordingly, this Agreement shall be construed as if both parties jointly prepared this
Agreement and no presumption against one party or the other shall govern the interpretation or
construction of any of the terms of this Agreement.
8.15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
8.16. Indemnified Parties. Any indemnification contained in this Agreement for the
benefit of a party shall extend to the officers, directors, employees, and agents of the party and to
the parent company or affiliates of the party and shall survive the Closing, recordation of the
Deed or termination of this Agreement.
2004-250
8.17. No Third -Party Rights. Nothing in this Agreement, express or implied, is intended
to confer upon any person, other than the parties to this Agreement and their respective
successors and assigns, any rights or remedies.
8.18. Waivers. A waiver or breach of a covenant or provision in this Agreement shall
not be deemed a waiver of any other covenant or provision in this Agreement, and no waiver
shall be valid unless in writing and executed by the waiving party. An extension of time for
performance of any obligation or act shall not be deemed an extension of time for performance
of any other obligation or act.
8.19. Joint and Several Liability. If Buyer consists of more than one person, each such
person shall be jointly and severally liable.
8.20. Effectiveness and Acceptance. This Agreement shall not constitute or be deemed
a contract between Buyer and Seller until and unless it is fully executed by both Buyer and
Seller. Notwithstanding anything to the contrary contained in this Agreement, the acceptance of
any offer made by execution of this Agreement shall not be deemed effective until received by
the offeror.
IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.
"SELLER"
CITY OF SAN BERNARDINO
By:
Judith Valles, Mayor
ATTEST:
Rachel Clark, City Clerk
Approved as to form:
James F. Penman
City Attorney
"BUYER"
CITY OF LOMA LINDA
a California Municipal Corporation
Karen Gaio Hansberger, Mayor
ATTEST:
2004-250
EXHIBIT " A"
LEGAL DESCRIPTION OF PROPERTY
(SEE ATTACHED EXHIBIT "A")
2004-250
Order Number: SSB-117 m
Page Number. 5
Exhibit "A"
LEGAL DESCRIPTION
Real property in the City of San Bemardino, County of San Bemardino, State of Califomia,
described as follows:
THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 4840 IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, AS PER PLAT RECORDED IN PARCEL MAP BOOK 53, PAGES 97
THROUGH 99 INCLUSIVE, AND RERECORDED IN BOOK 54 OF PARCEL MAPS, PAGES 75
THROUGH 77, INCLUSIVE, RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF RICHARDSON STREET AND
COULSTON STREET AS SHOWN ON SAID PARCEL MAP, THENCE 50001-50"E ALONG SAID
CENTERLINE OF SAID RICHARDSON STREET A DISTANCE OF 477.58 FEET; THENCE
S89058'10"W A DISTANCE OF 80.36 FEET TO THE TRUE POINT OF BEGINNING; THENCE
N89022'10"W A DISTANCE OF 50.00 FEET ALONG THE NORTH SIDE OF SAID PARCEL 4;
THENCE S2052'20'W A DISTANCE OF 75.70 FEET; THENCE 89-22'10"E A DISTANCE OF 47.13
FEET TO THE EASTERLY LINE OF SAID PARCEL 4; THENCE N2052'20"E ALONG THE EAST LINE
OF SAID PARCEL 4 A DISTANCE OF 40.82 FEET; THENCE CONTINUING ALONG SAID EAST LINE
OF PARCEL 4 N7033'51"E A DISTANCE OF 35.11 FEET TO THE POINT OF BEGINNING.
APN: 0281-161-47-0-000
RrstAmerkw Tide
2004-250
PARCEL S
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Pa Arg14 PM R
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PM NoA8S40
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2004-250
PLAT MAP ADDENDUM FW No. GG295
2004-250
EXHIBIT " B"
PRELIMINARY TITLE REPORT
(SEE ATTACHED EXHIBIT "B")
2004-250
St A"r•a,
4 P r�M
M
Order Number:
Title Officer:
Phone:
Fax No.:
E-Mail:
Escrow Officer:
Phone:
Fax No.:
E-Mail:
Buyer:
Buyer:
Owner:
Property:
Order Number: SSB-1177652
Page Number: 1
"Exhibit "B"
First American Title
323 Court Street
San Bernardino, CA 92401-1604
SSB-1177652
Laura Humpert (02)
(909) 889-0311
(909)384-8445
Ihumpert@firstam.com
Cheryl Miller (CM)
(909)889-0311
(909)384-8444
chemiller@firstam.com
Water Dept,
Kruggel
Vacant Land
San Bernardino, California
PRELIMINARY REPORT
In response to the above referenced application for a policy of title Insurance, this company hereby reports that it is prepared to issue, m
muse to be Imo, as of the date hereof, a Poky or Policies Willie Insurance describing the I3M and the estate or Interest herein
hereinafter set forth, Insuring against loss which may be sustained by reason of any defect, fen or encumbrance not shown or refiared to as
an Exception below w not excluded from mrerage pursuant to the printed Schedules, conditions and Stipulations of said Poky forms.
The printed Exceptions and Exclusions from the coverage of Bald Policy or Policies are set forth In Exhibit A attached. Copies of the Polley
I, rms should be need. They are available from the office which issued this report
Please read the excepuona shown or referred to below and the exceptions and exclusions ad fla t in Exhibit A of this
report carefully. The exceptions and exclusions are ausinit to provide you aBih notice of restless which are not covered
under the terns of the title Insurance policy and should be carefully considered.
R Is hnpohtsa t to note that this preliminary report is not a writlert representation as to the condition of tine and nay not
list all liens, defects, and anotmbrancas affecting title to the lend.
This report (and any supplements m amendments hereto) is issued solely for the purpose of fadBtatng the Nuance of a policy of title
Insurance and no liability is assumed hereby. If it is desled that liability be assumed prior to the issuance of a policy of title insurance, a
binder or Commitment should be requested.
First American Tide
2004-250
Order Number: SSS-1177652
Page Number: 2
Dated as of February 25, 2004 at 7:30 A.M.
The form of Policy of title insurance contemplated by this report is:
EAGLE Protection Owner's Policy (CLTA/ALTA Homeowner's Policy of Title Insurance) if the land
described is an improved residential lot or condominium unit on which there is located a one -to-
four family residence, or ALTA Residential Title Insurance Policy (6-1-87) if the land described is
an unimproved residential lot or condominium unit; ALTA Loan Policy (1992) with ALTA
Endorsement - Form 1 Coverage
A specific request should be made if another form or additional coverage is desired.
Title to said estate or interest at the date hereof is vested in:
City of San Bernardino, a Municipal Corporation
The estate or interest in the land hereinafter described or referred to covered by this Report is:
A fee.
The Land referred to herein is described as follows:
(See attached Legal Description)
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said
policy form would be as follows:
1. General and special taxes and assessments for the fiscal year 2004-2005, a lien not yet due or
payable.
2. General and special taxes and assessments for the fiscal year 2003-2004 are exempt.
3. The land lies within the boundaries of proposed community facilities District No. 994, as disclosed
by a map filed in Book 68 Page 89-94 of maps of assessment and community facilities districts.
4. The land lies within the boundaries of proposed community facilities District No. 95-1, as
disclosed by a map filed in Book 70 Page 71 of maps of assessment and community facilities
districts.
S. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with
Section 75 of the California Revenue and Taxation Code.
6. Reservation of right of way to carry water for irrigation purposes, contained in the Deed from
WM. A. Conn, et al, to WM. G. Deputy, recorded March 22, 1858, in Book "C", Page 317, of
Deeds.
FirstAmencan Title
2004-250
Order Number: SSB-1177652
Page Number: 3
Reference is hereby made to the record of said document for further and other particulars.
A right to build and maintain a water ditch of sufficient size along the East boundary and West
boundary, and to carry enough water to irrigate the North 10 acres of Lot 3, Block 72 and the
North 30 aces of Lot 4, Block 72, as reserved in the Deed from John H. Pierson and Louisa A.
Pierson to Samuel Marshall, William B. Marshall and Sarah Marshall, recorded November 30,
1891, in Book 142, Page 249, of Deeds.
Reference is hereby made to the record of said document for further and other particulars.
8. An easement for right to construct, use, occupy, maintain and replace electric lines consisting of
poles, wires, cross -arms other necessary appliances and incidental purposes, recorded in Book
460 of Deeds, Page 72 and Book 466 Page 249, troth.
In Favor of: Southern California Edison Company
Affects: The land
9. An easement for water pipe lines and incidental purposes, recorded as Book 606 Page 12 of
Official Records.
In Favor of: William M. Roberts
Affects: The land
10. Abutter's rights of ingress and egress to or from state freeway have been relinquished in the
document recorded September 6, 1960 as Book 5229 Page 221 of Official Records.
11. Abutter's rights of ingress and egress to or from state freeway have been relinquished in the
document recorded January 26, 1961 as Book 5335 Page 397 of Official Records.
12. Abutter's rights of ingress and egress to or from state freeway have been relinquished in the
document recorded March 24, 1977 as Book 9141 Page 653 of Official Records.
13. The correctness of that record of survey recorded in Book 43, Page 73, Records of survey.
Any boundary discrepancies or rights which may exist or arise by reason of said record of survey
Map.
14. Abutter's rights of ingress and egress to or from Ferree Street have been relinquished in the
document recorded as Book 9726 Page 1856 of Official Records.
15. With respect to Kruggel Properties, LLC and R and J Daui, LLC, a limited liability company:
a. A copy of its operating agreement and any amendments thereto;
b. If it is a California limited liability company, Neat a certified copy of its articles of organization
(LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or
restatement of articles of organization (LLC-10) be recorded in the public records;
c. If it is a foreign limited liability company, that a certified copy of its application for registration
(LLC-5) be recorded in the public records;
d. With respect to any deed, deed of trust, lease, subordination agreement or other document or
instrument executed by such limited liability company and presented for recordation by the
Company or upon which the Company is asked to rely, that such document or instrument be
executed in accordance with one of the following, as appropriate:
F#stAmerlcan Tide
2004-250
Order Number: SSB-1177652
Page Number: 4
(i) If the limited liability company properly operates through officers appointed or elected
pursuant to the terms of a written operating agreement, such document must be executed by at
least two duly elected or appointed officers, as follows: the chairman of the board, the president
or any vice president, and any secretary, assistant secretary, the chief financial officer or any
assistant treasurer;
(11) If the limited liability company properly operates through a manager or managers identified in
the articles of organization and/or duly elected pursuant to the terms of a written operating
agreement, such document must be executed by at least two such managers or by one manager
if the limited liability company properly operates with the existence of only one manager.
e. Other requirements which the Company may impose following its review of the material
required herein and other information which the Company may require.
16. With respect to City of San Bernardino, a Municipal Corporation, we will require copies of the
articles of organization, bylaws, and other governing documents and any amendments thereto.
Other requirements will be made following a review of such documents.
INFORMATIONAL NOTES
This report is preparatory to the issuance of an ALTA Loan Policy. The property covered by this
report is vacant land.
2. According to the public records, there has been no conveyance of the land within a period of
twenty-four months prior to the date of this report, except as follows:
None
3. Basic rate applies.
The map attached, if any, may or may not be a survey of the land depicted hereon. First American
expressly disclaims any liability for loss or damage which may result from reliance on this map except to
the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title
insurance policy, if any, to which this map is attached.
firstAmerican Title
2004-250
Order Number: SSB-1177652
Page Number: 5
LEGAL DESCRIPTION
Real Property in the City of San Bemardino, County of San Bernardino, State of Califomia,
described as follows:
THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 4840 IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, AS PER PLAT RECORDED IN PARCEL MAP BOOK 53, PAGES 97
THROUGH 99 INCLUSIVE, AND RERECORDED IN BOOK S4 OF PARCEL MAPS, PAGES 75
THROUGH 77, INCLUSIVE, RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF RICHARDSON STREET AND
COULSTON STREET AS SHOWN ON SAID PARCEL MAP, THENCE 50001'50"E ALONG SAID
CENTERLINE OF SAID RICHARDSON STREET A DISTANCE OF 477.58 FEET; THENCE
S89058'10"W A DISTANCE OF 80.36 FEET TO THE TRUE POINT OF BEGINNING; THENCE
N89022'10"W A DISTANCE OF 50.00 FEET ALONG THE NORTH SIDE OF SAID PARCEL 4;
THENCE S2052'20"W A DISTANCE OF 75.70 FEET; THENCE 89022-10"E A DISTANCE OF 47.13
FEET TO THE EASTERLY LINE OF SAID PARCEL 4; THENCE N2°52'20"E ALONG THE EAST LINE
OF SAID PARCEL 4 A DISTANCE OF 40.82 FEET; THENCE CONTINUING ALONG SAID EAST LINE
OF PARCEL 4 N7033'51"E A DISTANCE OF 35.11 FEET TO THE POINT OF BEGINNING.
APN:0281-161-47-0-000
FlrstAmencan Tide
2004-250
Order Number: SSS-1177652
Page Number: 6
NOTICE
Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance
company, underwritten title company, or controlled escrow company handling funds in an escrow or sub -escrow
capacity, wait a specified number of days after depositing funds, before recording any documents in connection
with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed
the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day
after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer,
cashier's checks, or certified checks whenever possible.
If you have any questions about the effect of this new law, please contact your local First American Office for
more details.
FirstAmerrcan Tide
2004-250
Order Number: SW1177652
Page Number: 7
EXHIBIT A
LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE)
1. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990
SCHEDULE B
This policy does not insure against loss or damage (and the Company will not pay costs, attomeye fees or expenses) which arise by reason of:
1. Taxes o MMI'Mets which are not shown as O&ON lies by the records of any taxing authority that levies tares or assessments on
reel property or by the pubic ram. Prooeed'ngs by a public agency which may result in taxes or assessments, or notice of such
proceedings, whether or not shown by the records of such agency or by the pubic records.
2- Any facts, rights, interests, a dais which are not shown by the public records but which could be ascertained by an inspection of the land
or which may be asserted by persons in possession thereof.
3. Fasenhents, liens or encumbrance, or dears thereof, which are rat shown by the public records.
4. Discrepancies, conflicts in boundary fines, shortage in area, a croadnn lit or any order fads which a correct survey would disclose, and
which we not shown by the public records.
5. (a) Unpatented mining claims; (b) reservation a ex[epWns in patents or in Ads aWhoiang the issuance thereof; (c) water rights, claims
or tide to water, whether or not the matters excepted under (a), (b), or (c) are shown by the pubic records.
COVERAGE
The following mates are expressly excluded from the coverage of this policy and the Camparry will not pay loss or di rage, costs, attrneys' fees or
expenses which arise by reason of:
1. (a) Any law, ordnance or governmental regulation (intlWing but not united to building and zoning laws, ordinances, or regulations)
reshittir9, Mgulatng, prdri>Dng a relalitg b (i) the occupancy, use. a ahjoyme t of the land;(!) the character, drnhe sionns or locaton of
any anprovanent now or hereafter erected on the land; (u) a separation in ownership or a charge n the dimensions or area of the land or
arty parcel of which the land is or was a part; or (w) ewaomnehtal protection, or the effect of any violation of View laws, ordinances or
govemmre t3l regulators, except to the Bile, that a notice of the enfwminrert Limn f ora retch of a ddect, Ter or errambrance
resulting from a violation or alleged violation affecting the land has been recorded n the pubic records at Date of Poky.
(b) Any govemrerrbl police pourer not excluded by (a) above, except to the extant drat a notice of the exercise thereof or a notice of a
detect, fern a eriou nbnare resuldg from a violationor aiaged violator affecting the land has been recorded in the Pubic records at Date
Of Policy.
2. Rights of eminent domar unless notice of the exercise thereof has been retatled in the public records at Date of Poky, but not excluding
from coverage arry ta" which has occurred prior to Date of Poky which would be binding on the rights of a purchaser for value without
3. Defects, liars, enharnbcanoes, adverse deans or oilier haters:
(a) Weill. a not tecorded in the punk teoods at Date of Poky, but created, suffered, assigned or agreed to by the insured claimed;
(b) not Mown to the Canpary, not receded in the public records at Date of Poky, but t rhown to the insured claimant and not disclosed in
wring to the Conrparry by the enticed daimand prior to the date the inured clamant became an insured under his policy;
(c) resutig in no loss or damage to the paved daktrart;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting In loss or darnage which would not have been s st lined F the averred claimant had paid value for the inured mortgage or for
the elate or I ft rived by Oft poky.
4. Unenforoeabifty of the ben of the insured mortgage because of the inability or failure of the insured at Data of Policy, or the nali lit or
failure of any subsequent owner of the indebbedness, to conpty wQh applicable 'doing buskress' laws of the state in which the land is
situated.
5. Invalidity or txherl(otalbLty of the fen of the awned mortgage, or claim thereof, which arises out of the traraacbm evidenced try the
insured rnottgage and Is based upon usury or any eons finer credit pnterbon or truth in lending law.
6. Any dams, which arises out of the transaction vesting in the insured the estate or interest paved by their poky or the harsxton creating
the intent of the inured lender, by reason of the operation of federal bankruptcy, uptcy, state isoNerrcy or similar creditors' rights laws.
2. A14SUCAN LAND TIME ASSOCIATION OtlYN9t'S POLICY FORM B -1970
SCHEDULE OF EKCL SIONS FROM COVERAGE
L NM law, unihomce orgovamhetal regulation (including but not imRed to' 01 g and zor" crhiananees) ,estridag orregulalig a
prdhibrtihg the occupancy, use or enjoynte t of the bind, or cubing the charade, dimensions or baton of am/ inprovenmt now or
hereafter eedad m the dad, Or prdYbfig a sepa2tm In ownership or a reduction in the dathesbns of area of the lad, or the effect of
pry vidatm of any such law, andiron orgowermhartal regilatm.
2. Rl" of enrai dontan Or govaanerdal dglrt5 of Police power unless notice of the exercise of such rights appears in the pudic records at
Date of Policy.
3. Delec% Tie6, eoaatra ohs, adverse daanv„ wad. nmeters (a) created, suffered. assurned or agreed to by the insured claimant; (b) rot
ioaman to the Compay and not sham by the pubic records but blown to the kwred danrat ether at DateofPolity orat the date such
claimant ac**ed an nestah a aieret insured by this policy and not dtsdased in writing by the insured dairna t to the Canpeny prior to the
date such insured dormant became an inured hereunder, (c) remitting in no loss or damage to the insured dormant; (d) atachng a
RrSt American T/de
2004-250
order Number: SSB-1177652
Page Number: 8
created subsequent to Dale of Policy; or (e) resulting in loss a damage which would not have been sustained iif the insured claimant had
paid value for the estate or interest Insured by this policy.
3. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B -1970
WITH REGIONAL EXCEPTIONS
When the American Land Title Association poky w used as a Standard Coverage Policy and not as an Extended Coverage Polity the exclusions set forth
in paragraph 2 above are used and the follow" exceptions to coverage appear in the policy.
SCHEDULE B
This polity does not insure against loss or damage by reason of the matters shown in parts one and two following:
Part one
I. Taxes a assessments which are not shown as existing liens by the records of any faxing authority that levies taxes or assessments w real
property or by the public records.
2. Any farts, rights, Interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land
or by making inquiry of persons in possession thereof.
3. Easements, claims of easement or encumbrances which are not shown by the public records.
4. Discrepancies, mrVitYs in boundary dries, shortage in area, encroachments, or any other facts which a correct survey would disclose, and
which are not shown by public records.
5. Unpafe Led rtouhg claims; reservations or e>oEpfbrs In patents or in Acts authorizing the issuance thereof; water rights, claims or tilde to
water.
6. Any tan, or right to a lien, for services, labor or material heseoofore or hereafter finished, Imposed by law and not shown by the public
records.
4. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1970
WITH AL.TJL ENDORSEMENT FORM 1 COVERAGE
SCHEDULE OF EXCLUSIONS FROM COVERAGE
1. Any law, ordmanco or governmental regulation (Including but not limited to bidding and zoning ordinances) resWMV or regulating a
pihlhbbrhg the occupancy, use or ahjoyme t of the land, or regulating the character, (dmesions or lorabon of any vriprwanaR n m, a
heaeata erected on the lard, or prddhiiti g a separation in ownership or a reduction in the dlnehsnrs or area of the land, a the effect of
any violation of arry such law ordnance or governmental regulation.
2. Rights of eminent domain a governmental rights of police power unless Thotlre of the eraethe of such rights appears in the pbic recoi all
Dare of Policy.
3. Defects, lies, encumbrances, adverse darts, or other mates (a) created, suffered, assumed a agreed to by the Insured dxwmwd, (b) not
knwh orto the CmQariyad rutslown by tie pbic records bit kmorwh to the ihswred .. elha at Date of Policy or at the date such
claimant aogiied an estate or iterst inured by this poky a aapaed the iavred mortgage and not disclosed in writing by the insured
claimart to the Cmyarty poor to the date such insured claimant became an insured hereunder, der, (c) resulting in no loss or damage to the
insured dainahC (d) atmdhing a abated subsequent to Date of Polity (eioeptdrhtne eoe - insurance Ls aHurded he ek as m ary stabOay
ieh forlabor a mablidl or to the anent nWdrlCe is afforded lees as to asse'ssrhheis for street improvements under construction a
completed at Date of Poky).
4. UneYaoea6iiy of the lien of the Insured mortgage bemuse of Failure of the iwrad at Date of Poky or of any wbseqhern owrier of the
ihdehtedrhPz to comply with applicable doing busweW laws of the state in which the land is situated.
5. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY -1970
WITH REGIONAL EXCEPTWM
When the American land Tice Association Lenders Poky is used w a Stadad Coverage Policy and not as art Extended Coverage Poky, the exclusions
sat forth in paayaph 4 above are used and the following exceptias to coverage appear in the poky.
SCHEDULE B
This policy does not insure agaist loss a damage fry reason of the rrates shown in pats one and two liollowing:
Part One
1. Taxes or assessnnets which are not shown as existing lies by the records of any taxing a/torty that levies taxes or assessments on real
property or by the pbic recalls
2. Any fads, rights, Interests, or dawns which are not shown by she pbk records but wthclh ce/d be astataihed by an ispecbon of sad Lard
or by making Ahoy of persons in possession thereof.
3- Easemn1% I- ci®mah. or ehombrao6 which are not shown by the phbicrem
4. Di4twpandes, eadYas ih bouhday, lines, shortage in area, ehcroradhrnehts„ or any other facts which a correct arvey would disclose, and
which are not shown by public records.
5- Unpatettd nhir" Clain.; msei vatior. a e ce" in patents a ih Adsauthadwing the Ohre tihered; water rights, lairs or tale to
6. Any fen, or right to a hen, for services, labor or material t hewLofore or 0aeadbr furnished, imposed by law and not shown by the pubic
records.
FllstAmencan hide
2004-250
Order Number: SSS-1177652
Page Number: 9
6. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY -1992
WITH A.L.TJL ENDORSEMENT FORM 1 COVERAGE
EXCLUSIONS FROM COVERAGE
The following mattes are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or
expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to Wilding and zoning laws, ordinances, or regulations)
resbndng, regulating, prohibiting or relating to (m) the occupancy, use, or enjoyment of the land; (h) the character, dimensions a location of
any improvement now or hereafter erected on tie land; (N)a sepaabon n ownershipor a c ange in l e?mems m a area of the land a
am pace! of which time land is or was a pat; or (iv) environmental protection, or the effect of ary violation of these laws, ordinances or
governmental regulations, except to the extant that a notice of the eNomceme t thereof or a notice of a defect, fen or ermanbrance
rtatig flora a violation or alleged violation aRamg the (aid has been recorded n the pbic records at Daft of W&y;
(b) Any 9ohennow tal police power not emilded by (a) above, except to the extent that a notice of the exercise thereof a a notice of a
defect, ism or encumbrance resulting from a violation a alleged violation affecting the lad has been recorded in time public records at Data
Of Poky.
2. Rights of emiment domain unless notice of the ezer>9e thereof has been recorded n the pbic records at Daft of Policy, but not excluding
from coverage any taking which has occurred prior to Date of Policy whin would be bomb m dhe rifts of a prdasa fa vane wihat
loR
3. De lbds, lams, ananbranoes, adverse damns, or othermamas:
(a) whether ther or not recorded in the pubic rents at Daft of Policy, but aerated, suffered, assvnad or agreed to by the Named claimant;
(b) not known to the Compa Y, not resided in the pbic rends at Date of Policy, but sawn to the iamed rninat and notdsdnved'n
writing to the Comparry by the Named dairari prior to the date the Named d3in at became an Hared under this poky
(c) reading in no Inns or damage to the Named claimant,
(d) attaching orcreated shbsegtnatm Daft ofPaicy (eQpt to the extent that this policy names the priority of the ien of the Named
mortgage over any statutory hen for serves, labor a material a the extent insurance is he
rein ell as to assessments fa Street
improvements underconstructionaame is under construction a commpletad at date of poky); or
(e) iestting In loss or snags wlidh would not have been amidiCd common had pail value for time Navel emompge
4. lMenforcmbity of the lien of the iamm narbgage bemrse of the inability or faiue of the Named at Date of Policy, or the inability, a
(allure of any subsequent t owrha of the indebtedness, to mmmpM with the applicable -doing bhsiasd' laws of the state In which the lad is
SAab ll.
5. Irwafidtlr a uafa®bft of the lien of the marts mortgage, orclaim thereof, whidh anises out of the trasarbm evidemoad by the
Named Mortgage and is based upon Lamy a any coranrr auk protection or kWh in lending law.
6. Any statutory can for seviss, laborer rrma- — (a to damn of ponty of any statuftiry lien for services, labor or materials am the ire of
the Named mortgage) arcing from an improvement or work related 1D the lad which is cortra[ftd Air and eamated slbseQnel[ to Date
of Policy and is riot fnanood in whole or in pat by promeds of the indebtedness secard by the Named mortgage which at Date of Pricy
Ube islmed tab alwanod a s Obigaed to advance.
7. Any dakn, Mirk anses all of the transaction creating the interest of the mortgagee Hared by this policy, by reason of the operation of
fedcdi ha kin p$.Y, state i sai exy, or Smilm ae60ors' rights law,% that is baSPd m:
()tie ba samorm aealmg the iterest of the Named rmlgageE being deemed a kau3Ao t arweya oe orhau&imttraHer, or
(a) the subordination of the Ntaest of the Named mortgagee as a rent of the application of the doctrine of equitable subordination; or
(i) the transaction ai0iig the i taest of the Named mortgagee being deerrad a prefere cal transfer eoopt where the pellaeitmi
baisfaresults from the !aims:
(a) to tmwely record the instrument of carafes, a
(b) of such recordation to impart notice to a prdaser for value or a judgment or hen ae6lor.
7. AMERICAN LAND MILE ASSOCIATION WAN POLICY -1992
WITH REGIONAL EXLEPRONS
When the Anhavh land Title Assooatim policy is used as a Stallard Coverage Poliy and not as an Extended Coverage Policy the exclusions set forth
in paragraph 6 above are used and the following exceptions to average appar in the policy.
F . ; _m,T 7
This policy does not Name against loss or damage (ad the Company will not pay costs, attorneys! fees a epansm) Mtdh arise by reason of:
L Taos Or assessments which ane not shown as existing hers by the records of any tanig authority that levies tams or assessments on real
propety or by the public records.
I Any fads, nights, Nterests, or claims whom are not sham by the public records eft which h cold be ascertained by an inspection of said
lad a by maWrg inquiry of paws in possessiorm thereat.
3. F39ehhahts, darts of easenert or erhdntaahoes which are not shorn by the public records.
4. Diadepand6, mrtYds In boundary fires„ shortage in area, avcedmets, a any other fads which a comma survey would ckdrim, and
which ere not shown by pubic rm m
S. lApatented am" dabns, reservations or exceptions In paterts or in Ads artta0g the 'issuance thereof; wale rights, claims or We to
6. Any hay a right to a yam, for services„ labor a material there0otare or heeaRa furished, imposed by law and not sham by the public
records.
S. AMERICAN LAND TITLE ASSOCIATION OWNERS POLICY -1992
FIrStAme van 7ilie
2004-250
Order Number. SSS-1177GS2
Page Number. 10
EXCLUSIONS FROM COVERAGE
The following mattes are expressly extruded hom the caveage of this Policy and the CpnpaM WE not pay loss Or damage, costs, allmey5 fees or
expenses which arise by reason eb
1. (a) Arty law, adimancea governmental regulation (irctdbg but not iniihed m building and nonig laws, ordinances, or reyulatons)
rahictik regdatlrq, paI I — g or rda i g to () the amrpahcy, use, or enpymat of the land; (1) the character, cisnermons or baton of
any anpaamt now Or hmem*m erected on fiber brad; (it) a Separation m ownership or a danger n the dirimmm or area of the land or
cry paced ofwhih the land is arm a part; or (b) ervYamnaNal protection, or the effect of cry violation of these laws, orch antes or
9oNamnanlal re-KAstas,ta¢rpt to the eserh[thaanoticeohheeeia®net tim, aar - ofaddetktanaermaism
resulting from a violation or~ violator alfemrg the land has been reaadad m the pubic records at Oat of Policy.
(b) Any grAermhetal police paver not excluded by (a) above, except to the adatthat a rolioe ofthe exerdse thereof or a notice of a
eldest, im vaunhace rhstti 9 fmm a violator or alleged violaim aRendng tie lmd has bean recadad n the p bic recce a Date
of Policy.
2. Rights of enure[ donrair unless notice of the amuse thereof has been reaaded in the Public records at Date of Polley, but not exdudiig
from WMage any W" Mich has owned prior to Dale of Poky alidr weld be birdYg on the rights of a pudaaa for value Will"
aavAedge.
3. Defects, liens, ehoahbra des, adverse ruins, or other mattes:
(a) treated, sr6mms4 as9sred or agimd to by the caned da um-C
(b) not lawn to the Corpahy, notrecorded in the pubic records at Date of Policy, but town to the fared daiirart and not disclosed n
wrung M the Gor perry by the caned dairat prior to the date the insured daunt beanhe an Pared ode this Policy:
(c) resting in no foss or uIe tothe cared I - -,
(d) attaching or aeatad sbsequent to Date of Policy; a
(e) re9tng n loss or damage Mich woLM not have been sustained if the cared descant had paid value it the estate or shtetest tared
bythis policy.
4. Arry daiq which acres out of the transaction vesting in the wmxW the estate or interest isved by this policy, by reason of the operation
of federal ba ing", state isohien y, or sitter aettore right leas, that is based on:
() the transaction oea6r9 the estate or mft laved by this poky bag dinned a frarblert mincyaroe a fratdtiert baiasfer; or
(i) the transaction ooeadrg the estate or' tressed by this policy being deeded a perees half s except Mae the preferential
transfer resins from the faikx :
(a) to tinily record the instrument of trardw,, or
(b) of sorb neterda . to impart notice to a pvdhaser for vane a a pidgmet or ken creditor.
9. AMERICAN LAND TITLE ASSOCIATION OWNERS POLICY -1"2
WITH REGIONAL EXCEPTIONS
When the Amertan land Tile Aseoneton policy, used as a Standard Cavrege Policy and not as an Extended Coverage Policy the exdu9as set forth
in paragraph S above are used and the folovug exeeptiars to average appear in the Pricy.
This pricy does not care aga:st loss or dam ate (ad the Cornpary will not pay costs, atlorreW fees or epasss) which arise by reason of:
Part One:
1. Tones Or ammme is which are not shown as a istM ins by the wads of anry taxing aft* tat levies taxes or assesanhents on real
property a by the pbk nasals.
2- Any facts, rights, ioeesls or chins Mich are not shown by the pjb k reoDi but Midi mold be ascertained by an asyecto of said land
or by maiig May of pesos in possession OmW.
3. faveneb4,tibias ofeasmra- or enmmbraotswhich are not shown by the public. am
4. Oisoepardcs, miicts In boundary ll es, shortage in area, ehooahmts, or cry char fads Mich a correct arvey world disclose, and
Midi are not shown by pubic rex:adL
5- liipatnnbad mihig cans; reservations or excty - in PAleats or in Aces aoltvtag the issuance Uhawf; woos ri;h s, dare orate to
6. Any ley or right to a ley for services, labor or material theretofore or ha etfta haHshed, imposed by law and not shown by the Pubic
scads
10. AMERICAN LAND TITLE ASSDCIATLON RESWENTIAL
TITLE INSURANCE POLICY - IM7
EXCLUSIONS
In addition te the Exceptions m Schedule 0, you are not tared against im, costs, athaneys' fees and exposes reRAU g ban:
1. Govammnml police power, and the existence or vilatm of ary haw or government t reguiat m. This nctudes baldM and zoning
abiams and also laws and regulations mncerrthg:
* land use ' land division
' inprove mts on tla lad * awirorrmsal protection
This erissm does not apply to violations or the a io omhet of dime mates which appear n ache Public records at Pricy Date.
This arAsfon does not tit the am" conm9e described In ibens 12 and 13 of Cohered Title Rids.
FirstAmefkan Title
2004-250
2. The right to take the land by oodernnbg it, unless
OrderNumber: SSB-1177652
Page Number: it
' a notice of owdsi g the right appears in the public records on the Policy Date
` the taking happened prior to the Poky Date and is binding on you if you bought the land without knowing of the taking.
3. Title Risks:
• that are created, allowed, or agreed to by you
• that are known to you, but not to us, on the Policy Date - unless they appeared in the public records
• that result M n0 IM M You
• that first affect you title after the Policy Date - this does not limit the labor and material hen coverage in Item 8 of Covered Title Risks
4. Failure to pay value for your tile.
5. Lark of a right:
' to arty land outside the area sped'" holy described and referred to in Itan 3 of Schedule A, or
' in streets, alleys, or waterways that torch your land
This exclusion does not knit the axoes coverage in Item 5 of Covered Title Risks.
11. EAGLE PROTECTION OWNER'S POLICY
CLTA HOMEOWNERS POLICY OF TITLE INSURANCE -1998
ALTA HOMEOWNERS POLICY OF TITLE QlSURAHCE -1996
Covered Risks 14 (Subdivision Law Violation). 15 Building Permit), 16 (7anho and 18 (Fwrrorbseat of boundary walls or (eras) are abject to
Deductible Amounts and Maxim et Dollar I.bWb of Liability
In addition to the Exixpbons in Schedule B, you are not hared against less, costs, attorrneyd fear, and expenses resulting from:
1. GovannhMW Police Power, and the e)eteoe Or violation of any law Of gmramnenr regulation. This includes ordinances, laws and
regulations concerning:
a. bu8dkg b. mining
c land use d. nprovements on the land
e. land division f. aw"roorianal protection
This exclusion dos not apply to violations a the a nfo cenneist of these matters if notice of the violation a enfownent appears In the
Public Records at the Poky Date.
This exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17 or 24.
2 The Milue of You a tsfi g stnuct res, or arty part ofthernn, to be constructed 0 aomrdanon with applicable Wilding codes. This Exdusion
does not apply to violations of building codes f notice of the violation appears in the Pubk Records at the Policy Date.
3. The right to toe the Lard by condeum9 k unless:
a. a notice of exercising the right appears in the public Records at the Poky Date; a
b. the taking happened before the Paley Date ard is binding out You f You bought the Lard without Knowing of the takkV.
4. Risks
a. that are created, allowed, or agreed to by you, whether re not they appear in the Pubic Records;
b. that are Knorr to You at the Poky Date, but not to Lls, unless they appear in the Pubis Records at the Poky Date;
c. that result in no loss to You; or
it. that fast occur after the Poky Date - this does not knit the omwage described in Covered Risk 7, &it, 22, 23, 24 or 25.
5. Failure to pay value for Your Title.
6. lack of a rk�ld:
a. to any lad outside the area specifically described and referred to in paragraph 3 of Sdheduie A; and
b. in streets, alleys, or waterways that touch the Land
This exclusion does not kit the muerage described in Covered Risk 11 or 1&
12. SECOND SEMERATI011 EAGLE WAR POLICY AMERICAN LAND TIME ASSOCIATWN EXPANDED COVERAGE RESIDENTIAL LOAN
POLLCY(10/13/01)
a . r "717=
The fo8owkg matters are expredy excluded from the Coverage of this poky and the Cornpary will not pay loss a damage, costs, atkhrneW fees or
expenses which eke W reason of:
RfstAmerican Title
2004-250
Order Number: SSB-1177652
Page Number: 12
1. (a) Any law, ordinance or 9ovei—nes l regulation (i clu lit bit not limited to building and mmHg laws, ordnanoes, or regulations)
Wig, , protobLig a ,dating to (i) the occupancy, use, or enjoyment of the land; (1) the character, d niersons or location
of any, improvement now is hereafter erected on the land; (B) a separation In owns or a flange in the dimensions or area of the Land
or any parcel of which the land is arras a part; or (w) eMmnahnd potacioh, a tte dliNa decry vmbbm of dme bns, odow or
9ove mhehul regulations, except to the stet that a notice of the enforcement thereof or a notice of a defec, fen or encumbrance
resulting from a vW~ or alleged vblabon affectig the lard has been recorded in the Pubic Records at Date of Poky. This ehrdalan
does not iwi the coverage povidad utlerCovered Risks 12, 13, 14 and 16 ddtis policy.
(b) Any governmental police Power not eadded by (a) above, except to the ehdant that a notice of the evecse thereof or a notice of a
defect, ion or eoanhrahce Few" from a violation or alleged violation affamrg the brd has been recorded in the Pubic Records at Date
of Pony. This exclusion does not lint tie mhrsagc provided under Covered Rios IZ 13,14 and 16 delis policy.
2. Rights of eminent dandh unless notice of the ececive da has beenrem in the Public Records at Date of Poky, eft notexcluding
From courage any Wog which has occurred prior to Date of Policy which world be binding m the rights of a purchase for wake without
K swiledge
3. Defects, ias, enmbranoes, adverse daps or Who matters:
(a) created, suffered, assumed or agreed to by the based Claimant;
(b) not 10110011110 the Company, not nhemrded n the P bic Recunds at Date d Policy, but Known 10 the based Clai ast and not 6sd®ad in
writing to the Company by the (rased Clamant prior to the date the based Claimant became an based under efts poky;
(c) resulting in no boss or damage to the based anent;
(d) alfadhng acratad sula que ntto Date dllolicy (cis paragraph does not but the mverW provided uhda Cowed hula 8, 16,18,
19, 20, 21, 22, 23, 24, 25 ad 25); a
(e) maAig in loss a damage which would not have been sustained f the based Claimant had paid vane for the bared Mortgage.
4. Inaforombity of the ion d the bared Mortgage becase dthe iabaty orfa&n d the based at Date of Policy, or the haft or
falue d ary s bmquat owner d the ihdetrhadnhess, to comply with appimhle doing business taws ofthe state in which the Land is
sue.
5. bwaifrauha(amN6iq of the lien ofthe based Norgage,a Win IN wfidnas6 eutafthe trasbian aidenmdbythe
based Nokpge and is based Upon usury, eoept as provided in Covered Risk 27, a any ocrarneraeliZ patactm a troth in kn?ng law.
6. Read property tam or assessments of any, govonrretal authority w idv become a Ben m the land subsequent to Date of Poky. This
exclusion does PM but the owcage provided under Covered R6(s 7, B (e) and 26.
7. Any tfam of invalidity, meiarceablity a lack of priority of the ion of the bared Nok:RR as to advances a rnodic3lias aide alter the
Insured has Knowledge that the vetee sham in Schedule A is no longer the ama of the estate or interest Cowed by On Pricy. This
ev38rn dos cot 0rt tic coverage pavidad ih Ctweed Risk 8.
& tackdpiokydote ion dthe based Morgageasth each and every advance node afterpate ofPoky, and aloft charged
domm4 aver bar,enosdxahaes ad adw maeas afl - W the edAmce of whih ere Knmm bo the based at
(a) The tine of to advance; or
(b) The time a modkati n is made to the terms of the based Mortgage wlidh dvages the rate of "nmeu dnaged, if the rate of times[
is greater as a rest of the madiliotcn than it would have been before the modification.
This aaduio n does and iat the coverage provided in Cowed RAs &
9. The false d the r®derhtal structure, or arty poem thereofto have berm constructed bdoM on a alter Date d Poky in accordance with
applicable bokkV coda. This aidrsion dos not apply to vdootatoms of builrig Coda f notice of the violation appears in the Public Records
at Date of Poky.
SCHEDULE B
This poky does not insure against loss or damage(and theCmparry will not pay oosLq aVoToW fees a e limes) witch arise by reason of
The followig existing statists, reference to which are made pat of the ALTA &1 Environmental Protection lien Fthdorsermnet incorporated
into this Poky fofoaig fen 28 of Cowed Rsls: MOLE.
13. SECURE) 46MERR 1 N EME LAIN POL1L7AlMEKllCM LAND TIRE ILSSDCKATWM E7a111WW COVERAGE
POLWY(10113101)
M11TH REGIONAL EXCEPTIONS
W hert the American land The Aseedatim loan policy with EAGLE Rptemorh Added is used as a Standard Coverage Poky and rotas an Extended
Coverage Policy de asodudos sot forth in paragraph 12 above are used and the billowing a ooptos to Coverage appear in the pricy.
This poky dos not lase agaist loss or r nI age (and the Company via not pay cats, atlaneW fees w eipases) w idh arse by reason aF.
Pat One:
1. Tares a assessments which are not shaven as existing fern by the records d an y bodng out onty tat bevies taza a assesenets on reed
puperbyabitthepliki ads.
L Any faas, fights, nests, or rtakrs which are not shown by the pubic reads but which cold be ascertained by an inspection of said mud
or by maldnj i tiuky of pesos in posesAm thereof.
3. Essemets, tI iesdeasatnat orensrrhraos Miff are not shoes by the pt&mad..
4. Dsvtpancivs, col in boundary lines, shortage in area, encadnents, a any other facts whK h a corral survey would dalose, and
which are not shorn by pbk rands
FfrstAmencan Tide
2004-250
Order Number: SSB-1177652
Page Number: 13
5. unpamium mimg dams: reservations or ecoapnans in patens or in acts authortdng the'sbtsnce thereof, water rights, darts or title to
water.
6. Any Ben, a rkjht to a lien, for services, labor or material theretofore or hereafter famished, Imposed by law and not shown by the public
Part Two:
1. The following existing statutes, mi5erence to which are made part of the ALTA 8.1 avironrnenal Profectlon Lien Fndorsemeot incorporated
into this Policy follow"ang item 28 of Covered Rids: None.
Frst American Title
PURCHASE AND SALE AGREEMENT FOR THE BENNETT WELL
AND WELL SITE
THIS PURCHASE AND SALE AGREEMENT (this" Agreement") is entered into as of
the 2nd day of August 2004, by and between the City of San Bernardino
("Seller"), and the City of Loma Linda ('Buyer").
RECITALS
1. The Seller is the owner of a non -producing well and well site located west of
Richardson Street and north of the Interstate 10 freeway, commonly referred to as the Bennett
Well Site. The Seller has never utilized the Bennett Well Site, since acquiring it from the South
San Bernardino County Water District. The well site (Property) is more particularly described in
Exhibit "A" attached hereto.
2. Buyer is desirous of purchasing the Bennett Well Site and using the Bennett Well
as a production facility.
NOW, THEREFORE, in consideration of the above -referenced facts, the mutual
covenants of Buyer and Seller contained in this Agreement and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as
follows:
ARTICLE I
AGREEMENT AND PURCHASE PRICE
1.1. Agreement. Seller agrees to sell the Property to Buyer, and Buyer agrees to buy
the Property from Seller on the terms and conditions set forth in this Agreement.
1.2. Escrow Instructions and Opening of Escrow. An escrow shall be or shall be
deemed to be opened within three (3) business days following execution of this Agreement by
Buyer and Seller, with First American Title Company ("Escrow Company") as escrow holder.
This Agreement shall constitute joint escrow instructions of Seller and Buyer to Escrow
Company, and an executed copy of this Agreement shall be delivered to Escrow Company upon
opening of escrow. After escrow is opened, Escrow Company shall prepare and the parties shall
execute such additional escrow instructions consistent with the terms of this Agreement as may
be reasonably necessary.
1.3. Purchase Price. The purchase price (the 'Purchase Price") for the Property shall
be Twenty -Five Thousand Dollars ($25,000.00).
1.4. Payment of the Purchase Price. The Purchase Price shall be paid by Buyer as
follows:
(A) Immediately upon the execution of this Agreement by Seller and Buyer,
Buyer shall cause to be deposited into escrow with Escrow Company as escrow holder, the
amount of One Thousand Dollars ($1,000.00) by cashier's check or wire transfer (the "Initial
Deposit"). The Initial Deposit shall be invested by Escrow Company according to instructions
from Buyer, with all interest being earned for the benefit of Buyer. If Buyer terminates its
obligations under this Agreement as permitted pursuant to Sections 2.2, 3.1, 3.4, or 7.1, the
Initial Deposit shall be refunded to Buyer; otherwise, the Initial Deposit shall be nonrefundable.
Upon the Closing (as defined in Section 6.1), Buyer shall cause Escrow Company to deliver the
entire amount of the Initial Deposit to Seller by wire transfer to an account designated by Seller,
and the amount of the Initial Deposit shall be applied toward the Purchase Price.
(B) Buyer shall deposit the amount equal to the Purchase Price less the Initial
Deposit, into escrow with Escrow Company as escrow holder, by wire transfer, at least one (1)
business day prior to the Closing (as defined in Section 6.1) or by cashier's check during business
hours at least three (3) business days before the Closing. The Purchase Price shall be paid to
Seller by wire transfer from escrow to an account designated by Seller upon Closing.
1.5. Grant Deed. Seller's conveyance of the Property to Buyer shall be made by a grant
deed to be prepared by First American Title prior to close of escrow for execution by the Seller.
1.6. Possession. Possession of the Property shall be delivered to Buyer upon the
Closing.
ARTICLE II
TITLE
2.1. Permitted Exceptions. Buyer agrees to accept title to the Property subject to the
following matters (collectively, the "Permitted Exceptions"):
W
(B)
or agents; and
(C)
2.2.
Any restrictions, reservations, or exceptions contained in the Grant Deed;
Any matters created by or with the consent of Buyer or Buyer's employees
Those matters approved or deemed approved by Buyer pursuant to Section
2.2. Approval of Title.
(A) Preliminary Title Report No. SSB-1177652 dated as of February 5, 2004,
issued by First American Title Company (the "Title Company") purporting to disclose the
condition of the title to the Property is attached hereto as Exhibit "B." Concurrent with the
execution of this Agreement by Seller and Buyer, Seller shall provide to Buyer copies of all
documents of record referred to therein (collectively, the "Title Report"). Buyer shall have until
June 20, 2004 to complete its review of the Title Report and to approve or disapprove, by written
notice to Seller, any exceptions to title except for items described in Section 2.1.
(B) If the Title Report is supplemented by a report disclosing an exception not
previously disclosed in the Title Report, Buyer shall have three (3) days (or if less than three (3)
days remain until the Closing, until one (1) day prior to the Closing) after receipt of such
supplemental report and complete and legible copies of all documents of record referred to
therein and not previously delivered to Buyer (collectively, a "Supplement") within which to
approve or disapprove by written notice to Seller any exceptions to title disclosed in the
Supplement and not previously disclosed in the Title Report, except for items described in
Section 2.1. Buyer shall exercise its rights of disapproval under this Section 2.2 in good faith and
shall not disapprove a matter disclosed in the Title Report or any Supplement (each such matter
is hereinafter called an "Exception") that will not materially interfere with Buyer's development,
use, enjoyment or disposition of the Property. If Buyer fails to disapprove an Exception in
writing within the time periods specified above, the Exception shall be deemed conclusively and
irrevocably to be approved by Buyer for all purposes.
(C) If Buyer disapproves an Exception, Buyer shall include in its notice to
Seller a reasonably detailed description of Buyer's reasons for disapproval. On or before the date
seven (7) days after Seller's receipt of Buyer's notice of disapproval of an Exception contained in
the Title Report, and on or before three (3) days (or, if less than three (3) days remain until the
Closing, prior to the Closing) after receipt of Buyer's notice of disapproval of an Exception
contained in any Supplement, Seller shall inform Buyer in writing whether or not Seller will
cause the removal of such disapproved Exception.
(D) If Seller informs Buyer that it will not cause the removal of a disapproved
Exception, Buyer shall be entitled (i) at any time prior to June 22, 2004 (the "Approval Date")
with respect to disapproved Exceptions contained in the Title Report which Seller has informed
Buyer will not be removed, and (ii) within three (3) days (or, if less than three (3) days remain
until the Closing, until the Closing) with respect to disapproved Exceptions contained in any
Supplement which Seller has informed Buyer will not be removed, either to waive Buyer's
approval, in which event such Exception shall be deemed conclusively and irrevocably to be
approved by Buyer for all purposes, or terminate Buyer's obligations under this Agreement, in
which event the provisions of Section 3.3 shall apply. If either such notice by Buyer is not timely
delivered, Buyer shall be deemed to have conclusively and irrevocably approved such
Exception(s) for all purposes. If Seller informs Buyer that Seller will cause the removal of a
disapproved Exception, Seller shall have until the Closing to cause such Exception to be
removed. If Seller agrees to remove a disapproved Exception and the disapproved Exception is
not removed at or prior to Closing, Buyer's sole remedy for such default by Seller shall be to
terminate its obligations under this Agreement, in which event the provisions of Section 3.3 shall
apply.
2.3. Title Policy. Seller shall cause to be delivered to Buyer at the Closing written
assurances from Title Company that it is prepared to issue to Buyer a CL T A owner's policy of
title insurance in the amount of the Purchase Price, insuring Buyer as fee owner of the Property,
subject only to Title Company's standard printed exclusions and exceptions and the Permitted
Exceptions (the "Title Policy"). Buyer may at its sole cost and expense arrange with Title
Company to have the Title Policy issued (i) as an ALTA Form B policy in place of a CLTA
Policy, and (ii) with such endorsements as Buyer may desire; provided that neither of these
arrangements shall constitute a condition to, or impede or delay, the Closing.
2.4. No Title Warranties. With the exception of the representations and warranties
specifically set forth in Section 4.2, nothing in this Agreement shall be construed as a warranty
or representation by Seller concerning Seller's title to the Property, and Seller makes no such
warranty or representation. Buyer acknowledges and agrees that Buyer is relying solely upon the
Title Report, any Supplement, the Title Policy, and Buyer's own investigations respecting the
condition of title to the Property.
ARTICLE III
BUYER'S INSPECTION OF THE PROPERTY AND SELLER'S DISCLOSURES
3.1. Property Inspection and Document Review. Upon execution of this Agreement by
Buyer and Seller, Buyer and its representatives, employees, contractors, and agents shall have
the right, at Buyer's sole expense and risk (i) to physically inspect and investigate the Property
and conduct any and all surveys, tests and studies of the Property and/or investigate the zoning,
building and other requirements relating to or governing the Property as Buyer deems necessary,
and (ii) to review, at Seller's offices during normal business hours, and make copies of, all
documents or copies of documents pertaining to the environmental condition of the Property,
including, but not limited to, all maps, surveys, tests, letters, records, contracts, soil, civil
engineering and other studies, tests, plans and reports, which are in the possession or control of
Seller. Buyer acknowledges that Seller will deliver to Buyer copies of the documents and
materials listed in Section 3.4(a) upon opening of escrow, and Buyer agrees that the Approval
Date shall not be extended, nor shall the Closing be impeded or delayed, as a result of Buyer's
obtaining, failure to obtain or delay in obtaining any other documents or materials, provided that
Seller has not committed a material default of its obligations set forth above in this Section 3.1.
The information made available by Seller under this Agreement shall not be released or disclosed
to any person other than Buyer's attorney, broker or lender, without the prior written consent of
Seller unless and until this transaction has closed. Notwithstanding any other provision of this
Agreement, Buyer shall have the absolute right to terminate this Agreement by written notice to
Seller on or before the Approval Date, in which event the provisions of Section 3.3 shall apply.
If, on or before the Approval Date, Buyer has not so terminated this Agreement, Buyer shall be
deemed conclusively and irrevocably to have approved the condition of the Property and the
findings of all inspections, investigations and reviews thereof, and Buyer shall no longer have the
right to terminate this Agreement pursuant to this Section 3.1.
3.2. Rights of Entry and Access. For the purposes set forth in Section 3.1, Buyer and
its representatives, agents, employees and contractors shall have the right to enter upon the
Property while this Agreement is in force, provided that (i) Buyer shall restore any damage done
to the Property as a result of any such entry or any inspections, investigations, reviews, tests,
surveys or studies conducted in connection therewith, (ii) any such entry shall be made only after
reasonable advance written notice to Seller by Buyer (but in no event less than 24 hours prior to
such entry), at times reasonably acceptable to Seller and, at Seller's option, in the company of
Seller's representative, and (iii) Buyer shall indemnify Seller against, defend and hold Seller and
the Property free and harmless from any and all claims, demands, liabilities, costs, expenses,
penalties, damages, losses and liens, including, without limitation, all actual costs and attorneys'
fees reasonably incurred, arising out of or in connection with any such entry by Buyer or Buyer's
representatives, agents, employees or contractors. As a condition precedent to the rights of entry
and access provided hereunder, Buyer shall obtain and keep in force until the Closing a
commercial general liability insurance policy covering such entry and access. Such insurance
policy shall provide coverage in an amount of not less than One Million Dollars ($1,000,000.00)
for injury or death of any number of persons in anyone accident or occurrence and shall name
Seller as an additional insured. At Seller's request, Buyer shall deliver to Seller certificates of
insurance in such form as Seller may reasonably require showing Buyer's compliance with the
aforesaid insurance requirements. In lieu of a commercial general liability insurance policy,
Buyer may produce evidence of its self-insurance program through the SCJPIA.
3.3. Consequences of Termination of This Agreement.
(A) If this Agreement is terminated by Buyer pursuant to Sections 2.2, 3.1,
3.4, or 7.1, the Initial Deposit shall be returned to Buyer, less half of any escrow cancellation
fees except as otherwise provided in Section 7.1, this Agreement shall terminate, and, subject to
the provisions of Section 3 .3(b), neither party shall have any further rights against or obligations
to the other (except for indemnification and any other rights and obligations not required to be
performed prior to such termination) under this Agreement. If this Agreement otherwise
terminates, the rights and obligations of Seller and Buyer shall be as set forth in Article VII.
(B) Promptly after any termination of this Agreement for whatever reason,
Buyer shall deliver to Seller, at no cost to Seller, all copies and reproductions of all documents
and data in Buyer's or its representatives', agents', employees' or contractors' possession or
control pertaining to the Property, regardless of whether such items have been supplied by Seller
or prepared or obtained by Buyer, its agents, employees or contractors, including, but not limited
to, all land plans, maps, surveys, engineering studies, soils studies, geological studies and
engineering information, all of which shall become the property of Seller.
3.4. Seller's Disclosures.
(A) Seller shall provide any information that it has related to the condition of
the Property (collectively, the "Disclosure Documents"). Notwithstanding anything to the
contrary contained in this Agreement, however, the disclosures in the Disclosure Documents
shall not be construed as representations or warranties of any kind by Seller and are not a
substitute for Buyer's own investigations and inspections of the Property. In the event of any
conflict between the provisions of Section 4.1 and this Section 3.4, the provisions of Section 4.1
shall control.
(B) If Seller learns of any other conditions of the Property that the law would
require to be disclosed to Buyer prior to the Closing, Seller shall notify Buyer in writing. Upon
written notice to Seller within five (5) days from receipt of Seller's notice (or if less than five (5)
days remain until the Closing, prior to the Closing), Buyer shall have the right to terminate this
Agreement by written notice to Seller if Buyer reasonably concludes that the Property will be
materially negatively affected, in which event the provisions of Section 3.3 shall apply.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1. Sale "As Is". The parties acknowledge that, except as specifically set forth in
Section 4.2, Seller does not make, and has not made, any warranties or representations, either
express or implied, as to any matter whatsoever, including but not limited to (i) the past, existing
or future legal, physical or financial condition of the Property, (ii) compliance with any laws,
codes, ordinances, rules, regulations, or requirements pertaining to the Property as it presently
exists or as may be required for any future use, (iii) matters pertaining to the ownership,
development, subdivision, maintenance, leasing, sale, zoning, permitted uses, access or
availability of utilities or infrastructure with respect to the Property, or (iv) the fitness of the
Property for any use, building or project, including but not limited to the suitability of the
Bennett well for municipal water supply, the characteristics of the Property with respect to
endangered species or habitats, the characterization of surrounding properties for either
endangered species or habitats, and/or any restrictions, limitations, requirements or decisions of
any governmental agency with respect to the Property or the surrounding area. Seller shall not be
liable or bound in any manner for any verbal or written statements, documents, data,
representations or other information pertaining to or constituting part of the Property furnished
by Seller or any of its agents, employees or contractors or any other person. Buyer hereby
acknowledges that Buyer is buying the Property" As Is" and "With All Faults" and is relying
solely upon its own inspections, investigations, and reviews, and if circumstances, conditions or
facts turn out to be in any way different from what Buyer believes or anticipates, Buyer shall not
be relieved of any obligations under this Agreement, which shall remain in full force and effect,
nor shall any such circumstances, conditions or facts give rise to any right of damages,
rescission, cost recovery, or otherwise against Seller.
BUYER HEREIN ACKNOWLEDGES THAT SELLER PROVIDES NO
ASSURANCES AS TO WHETHER THERE IS LEGAL ACCESS TO THE PROPERTY.
4.2. Representations and Warranties of Seller. Seller represents and warrants as of the
date of this Agreement and as of the Closing as follows:
(A) Organization. Seller is a municipal corporation duly formed under the
laws of the State of California with full power to enter into this Agreement and is duly qualified
to transact business in California.
(B) Authority. The execution and delivery of this Agreement by Seller has
been duly authorized and no other authorizations or approvals, whether of governmental bodies
or otherwise, are necessary to enable Seller to enter into or to fully comply with the terms of this
Agreement.
(C) Binding Effect of Documents. This Agreement and the other documents to
be executed by Seller hereunder, upon execution and delivery thereof by Seller, will have been
duly entered into by Seller, and will constitute legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their terms. Neither this Agreement nor anything
provided to be done under this Agreement violates or shall violate any contract, document,
understanding, agreement, order, writ, injunction, decree of any court in any litigation, or
instrument to which Seller is a party or by which it is bound.
All warranties and representations of Seller set forth in this Agreement shall survive the
Closing and shall not be merged into the Grant Deed.
4.3. Representations and Warranties of Buyer. Buyer represents and warrants as of the
date of this Agreement and as of the Closing as follows:
(A) Organization. Buyer is a municipal corporation duly formed under the
laws of the State of California with full power to enter into this Agreement and is duly qualified
to transact business in California.
(B) Authority. The execution and delivery of this Agreement by Buyer has
been duly authorized and no other authorizations or approvals, whether of governmental bodies
or otherwise, are necessary to enable Buyer to enter into or to fully comply with the terms of this
Agreement.
(C) Binding Effect of Documents. This Agreement and the other documents to
be executed by Buyer hereunder, upon execution and delivery thereof by Buyer, will have been
duly entered into by Buyer and will constitute legal, valid and binding obligations of Buyer,
enforceable against Buyer in accordance with their terms. Neither this Agreement, nor anything
provided to be done under this Agreement, violates or shall violate any contract, document,
understanding, agreement, order, writ, injunction, decree of any court in any litigation, or
instrument to which Buyer is a party or by which it is bound.
All warranties and representations of Buyer set forth in this Agreement shall survive the
Closing and shall not be merged into the Grant Deed.
4.4. Indemnities.
(A) Buyer hereby indemnifies and holds harmless Seller and its property and
assets from all losses, liabilities, damages, costs and expenses (including reasonable attorneys'
fees and court costs reasonably incurred) incurred or suffered by Seller as the result of the breach
by Buyer of any of the representations or warranties contained in this Agreement.
(B) Seller hereby indemnifies and holds harmless Buyer and its property and
assets from all losses, liabilities, damages, costs and expenses (including reasonable attorneys'
fees and court costs reasonably incurred) incurred or suffered by Buyer as the result of the breach
by Seller of any of the representations or warranties contained in this Agreement.
4.5. Limitation on Enforcement of Rights. In the event either party has actual
knowledge of any breach of any representation or warranty of the other party prior to the Closing
and fails to notify that party thereof in writing prior to the Closing, the party with knowledge of
such breach shall be deemed to have waived any such breach and shall thereafter be estopped
from bringing any action with respect to such breach.
ARTICLE V
ADDITIONAL AGREEMENTS OF BUYER AND SELLER
5.1. Environmental Disclosures and Indemnities.
(A) Definitions. For purposes of this Section 5.1, the following definitions
apply:
(i) 'Environmental Claim(s)" means any and all claims, demands,
administrative or judicial proceedings, notices of noncompliance or violation, consent orders or
consent agreements (A) relating to the Property, the operations or activities thereon or the use or
occupancy thereof, and (B) arising out of any (1) action by a governmental authority with
jurisdiction over the Property (a "Governmental Authority") for enforcement (including, without
limitation, an action for penalties and/or injunctive relief), or for cleanup, removal, response or
remedial action or damages, pursuant to any Environmental Law (each, an 'Environmental
Order"); or (2) action resulting from (y) Hazardous Materials or (z) a violation of Environmental
Laws brought by a third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief.
(ii) 'Environmental Law(s)" means any and all federal, state and local
laws, regulations, ordinances, codes and policies, and any and all judicial or administrative
interpretations thereof by Governmental Authorities, as now in effect or hereinafter amended or
enacted, relating to pollution or protection of the environment, of natural resources or of public
health and safety and relating to the Property, including, without limitation, those relating to
releases or threatened releases of Hazardous Materials into the environment and any and all
Environmental Orders.
(iii) "Hazardous Material(s)" means any and all substances, chemicals,
wastes, sewage or other materials that are now or hereafter regulated, controlled or prohibited by
any Environmental Law, including, without limitation, any (A) substance defined as a
"hazardous substance," "hazardous material," "hazardous waste," or "toxic substance" in the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA "), 42
U.S.C. § 9601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.; the
Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; and the Federal Water
Pollution Control Act, 33 U.S.C. § 1251 et seq., all as amended to date and as amended
hereafter; and (B) hazardous substance, hazardous waste, toxic substance, toxic waste, hazardous
material, waste, chemical or compound described in any other federal, state or local statute,
ordinance, code, rule, regulation or other law now or at any time hereafter in effect regulating,
relating to, or imposing liability or standards of conduct concerning, any hazardous substance,
hazardous waste, toxic substance, toxic waste, hazardous material, waste, chemical or
compound. As used herein, the term Hazardous Material(s) also means and includes, without
limitation, gasoline, diesel, oil, motor oil, waste oil, petroleum (including, without limitation,
crude oil or any component thereof) and petroleum- based products.
(B) Seller's Environmental Disclosures.
(i) Seller represents to Buyer that the only information or documents
it has in its possession, custody or control with respect to any Hazardous Materials presently
existing in, on or about the Property, or that previously existed in, on or about the Property, is
contained in the Disclosure Documents, if any.
(ii) Seller has provided the Disclosure Documents, if any, to Buyer
prior to the date of this Agreement.
(C) Buyer's Environmental Indemnity. Buyer hereby agrees to indemnify and
to hold harmless Seller and its property and assets from all losses, liabilities, damages, costs and
expenses (including reasonable attorneys' fees and court costs) incurred or suffered by Seller as
the result of Environmental Claims (including, without limitation, any Environmental Order),
whenever asserted, attributable to the presence, at the time of Closing, of any Hazardous
Materials in, on, under or about the Property, including in soils, groundwater and surface water
and including Hazardous Materials migrating onto the Property or migrating from the Property
onto the property of others. In addition to the foregoing and even though no Environmental
Order has issued and no Environmental Claim has been asserted, Buyer agrees to perform any
and all remediation work with respect to the Property.
5.2. Eminent Domain. In the event of any threatened, contemplated, commenced or
consummated condemnation or other taking of all or any material portion of the Property, Seller
shall assign to Buyer at the Closing, all of Sellers right, title and interest in and to any
condemnation award, and Buyer shall have the sole right thereafter to negotiate and otherwise
deal with the condemning authority in respect of such matter. No such threatened, contemplated,
commenced or consummated condemnation or other taking shall give Buyer any right to
terminate this Agreement or reduce the Purchase Price or otherwise amend this Agreement in
any manner whatsoever....
5.3. No Assignment by Buyer. Notwithstanding anything to the contrary set forth in
this Agreement, Buyer shall have no right to transfer or assign any of its rights, or obligations
under this Agreement voluntarily, by operation of law or otherwise; provided, however, Buyer
shall have the right to assign to an Affiliate. An "Affiliate" shall mean, with respect to any entity,
any natural person or firm, corporation, partnership, association, trust or other entity which,
directly or indirectly, controls, is controlled by, or is under common control with, the Buyer; a
natural person or entity which has an entity as an Affiliate under the foregoing shall also be
deemed to be an Affiliate of such entity. For purposes hereof, the term "control" shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such entity, or the power to veto major policy decisions of any such entity,
whether through the ownership of voting securities, by contract, or otherwise.
5.4. RELEASE. EXCEPT FOR MATERIAL BREACH BY SELLER OF SUCH, IF
ANY, SPECIFIC AND LIMITED WARRANTIES OF SELLER AS MAY BE CONTAINED IN
THIS AGREEMENT, BUYER AGREES TO FULLY AND IRREVOCABLY RELEASE
SELLER FROM ANY AND ALL CLAIMS THAT BUYER MAY NOW HAVE OR MAY
HEREAFTER ACQUIRE AGAINST SELLER FOR ANY COST, LOSS, LIABILITY,
DAMAGE, EXPENSE, MATTER OR THING RELATING TO THE PROPERTY OR ANY
INFORMATION OR DOCUMENTATION WHATSOEVER FURNISHED OR ALLEGED TO
HAVE BEEN FURNISHED BY SELLER RELATING TO THE PROPERTY. THIS RELEASE
INCLUDES CLAIMS WITH RESPECT TO THE ENVIRONMENTAL CONDITION OF THE
PROPERTY AS WELL AS CLAIMS ARISING UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS
AMENDED ("CERCAL"), AND RESOURCE CONSERVATION AND RECOVERY ACT
("CAR"), COMPANION STATE LAWS AND STATE AND FEDERAL COMMON LAW.
THIS RELEASE INCLUDES CLAIMS OF WHICH BUYER IS PRESENTLY UNAWARE OR
WHICH BUYER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY
BUYER, WOULD MATERIALLY AFFECT BUYER'S RELEASE TO SELLER. BUYER
SPECIFICALLY WAIVES THE PROVISION OF CALIFORNIA CIVIL CODE SECTION
1542, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
IN THIS CONNECTION AND TO THE EXTENT PERMITTED BY LAW, BUYER
HEREBY AGREES, REPRESENTS AND WARRANTS, WHICH REPRESENTATION AND
WARRANTY SHALL SURVIVE THE CLOSING AND NOT BE MERGED WITH THE
DEED, THAT BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS
NOW UNKNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO
CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES,
COSTS, LOSSES AND EXPENSES RELATING TO THE PROPERTY WHICH ARE
PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND BUYER
FURTHER AGREES, REPRESENTS AND WARRANTS, WHICH REPRESENTATION AND
WARRANTY SHALL SURVIVE THE CLOSING AND NOT BE MERGED WITH THE
DEED, THAT THE RELEASES PROVIDED — THIS SECTION HAVE BEEN NEGOTIATED
AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT BUYER,
NEVERTHELESS, HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT
SELLER FORM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS,
DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES.
BUYER'S INITIALS
ARTICLE VI
CLOSING
6.1. Closing. Provided that each condition to closing described in Section 6.6 has
been satisfied (or waived by the party for whose benefit the condition exists), the parties shall
close the transaction contemplated by this Agreement by delivering the items specified in
Sections 6.2 and 6.3 (all of which deliveries shall be deemed to occur simultaneously)
(collectively, the "Closing") on , 2004, unless the date is extended pursuant
to this Agreement or by other written agreement signed by Seller and Buyer.
6.2. Buyer's Obligations. Not later than one (1) business day prior to the Closing,
Buyer shall cause to be delivered all of the following:
(A) To Escrow Company, the balance of the Purchase Price, as set forth in
Section 1.4(b);
(B) To Escrow Company, a duly executed Preliminary Change of Ownership
form;
(C) To Escrow Company, all costs and fees required to be paid by Buyer
pursuant to Sections 6.4 and 6.5 below for immediate distribution to the appropriate third parties;
and
(D) Such other instruments and documents as may be reasonably necessary of
Buyer to allow the Closing to occur.
6.3. Seller's Obligations. Upon the Closing, Seller shall cause to be delivered all of the
following:
(A) To Escrow Company, the Grant Deed properly executed and
acknowledged by Seller and in recordable form, which shall be delivered to Escrow Company
for immediate recordation;
(B) To Escrow Company, who shall be deemed the "person responsible for
closing the transaction" for purposes of complying with Section 6045 of the Internal Revenue
Code, the information necessary to file any information returns with the Internal Revenue
Service, as may be required by law;
(C) To Escrow Company, all costs and fees required to be paid by Seller
pursuant to Sections 6.4 and 6.5 below for immediate distribution to the appropriate third parties;
and
(D) Such other documents and instruments as may be reasonably necessary of
Seller to allow the Closing to occur.
6.4. Prorations. All non -delinquent real property taxes for the Property shall be
prorated between Buyer and Seller as of the Closing. Any supplemental tax bill issued after the
Closing shall be paid by Buyer. Any and all installments currently due on assessments or bonds
encumbering the Property shall be prorated between Buyer and Seller as of the Closing;
provided, however, Buyer shall assume all future obligations on any such assessments or bonds
and Buyer specifically acknowledges that the Property may be subject to future assessments in
connection with the development of the Property and other real property in the vicinity thereof.
All prorations pursuant to this Section 6.4 shall be based on days actually elapsed and a 360-day
period (or 30-day month). Any refund of real property taxes paid by Seller, based upon the
reduction of the assessed valuation of the Property, shall be the property of Seller; and, in the
event Buyer is made payee on any such check, draft or warrant in payment of such refund, Buyer
shall promptly endorse and deliver such check, draft or warrant to the order of Seller.
6.5. Closing Costs.
Buyer shall pay:
(A) Escrow Company's escrow fee;
(B) the premium for a standard form CL T A owner's policy of title insurance
in the amount of the Purchase Price if Buyer elects to obtain same pursuant to Section 2.3, and
the cost of all title endorsements desired by Buyer;
(C) costs of recording the Grant Deed, if any;
(D) all documentary transfer taxes; and
(E) the cost of fulfilling Buyer's other obligations under this Agreement.
6.6. Conditions to Closing. The Closing shall not occur unless and until:
(A) Buyer and Seller have deposited with Escrow Company all sums and
documents required to be deposited pursuant to Sections 6.2 and 6.3;
(B) The representations and warranties of Seller and Buyer pursuant to Article
IV shall be true and complete in all material respects;
(C) Seller and Buyer shall not be otherwise in default under this Agreement in
any material respect (in the event of such default, the provisions of Section 7.1 shall apply);
(D) Seller and Buyer shall have executed all documents required by this
Agreement to be deposited with Escrow Company and to which each is a party; and
(E) Buyer shall be deemed to have approved the title to the Property pursuant
to Section 2.2 and the condition of the Property pursuant to Section 3.1.
In the event that any condition to the Closing referred to in this Section is neither satisfied
within the time limits specified nor waived in writing by the party for whose benefit the
condition has been created, such condition shall be deemed to have failed, and the rights and
obligations of Seller and Buyer shall be as set forth in Article VII.
6.7. Recordation of Documents and Delivery of Funds. Upon receipt of the funds and
instruments described in Sections 6.2 and 6.3 and upon the satisfaction or waiver of the
conditions to Closing referred to in Section 6.6, Escrow Company shall cause the Closing to
occur. All sums to be disbursed by Escrow Company shall be by check of Escrow Company. To
close escrow, Escrow Company is instructed to take the following actions in the following order:
(A) Date the Deed, and any other undated documents deposited in escrow with
the date of the Closing;
(B) Deliver the Purchase Price to Seller minus the amount of the
Environmental Credit described in Section 5.1(c);
Deed;
(C) Deliver the amount of the Environmental Credit to Buyer; (d) Record the
(E) Deliver the Title Policy to Buyer;
(F) Deliver a conformed copy of the Deed to Buyer; and (g) Deliver the non -
foreign status certificate to Buyer.
ARTICLE VII
REMEDIES
7.1. Remedies. If Seller commits any default under this Agreement, then, subject to
any specific provisions to the contrary contained in this Agreement, Buyer may, at Buyer's
option, terminate this Agreement and/or pursue any other rights or remedies that Buyer may have
under applicable law; provided, however, prior to Buyer's exercise of any remedy of specific
performance, including without limitation the filing of a notice of lis pendens in connection with
any action to compel Seller to convey the Property or any interest therein to Buyer, Buyer shall
deliver all of the items necessary to close the transaction contemplated by this Agreement in
accordance with Section 6.2. If Buyer exercises or attempts to exercise any such remedy of
specific performance without first so delivering such items, Buyer shall be deemed to have
waived its right to specific performance and Buyer's sole and exclusive remedy hereunder shall
be a monetary remedy for damages. If Buyer commits any default under this Agreement, Seller's
sole and exclusive remedy shall be to terminate this Agreement (in which event Buyer shall have
no right, title or interest in or to the Property or any part thereof whatsoever) and to retain the
proceeds of the Initial Deposit plus any interest accrued thereon in accordance with Sections 1.3
and 7.2. If either party terminates this transaction because of the other party's default hereunder,
the defaulting party shall pay all escrow costs billed by the Escrow Company.
7.2. LIQUIDATED DAMAGES. IF BUYER FAILS TO COMPLETE THE
TRANSACTION SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT
SELLER SHALL RETAIN THE INITIAL DEPOSIT OF ONE THOUSAND DOLLARS
(1,000.000), PLUS ANY INTEREST ACCRUED THEREON, AS LIQUIDATED DAMAGES,
WHICH THE PARTIES AGREE IS A REASONABLE SUM CONSIDERING ALL THE
CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE
RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT
REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF
ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT, PROVIDED
HOWEVER, IF BUYER WRONGFULLY REFUSES TO CAUSE ESCROW COMPANY TO
CANCEL THE ESCROW, SELLER SHALL ALSO BE ENTITLED TO ALL COSTS AND
EXPENSES, INCLUDING ACTUAL ATTORNEYS' FEES INCURRED BY SELLER WITH
RESPECT TO THOSE CONSEQUENTIAL DAMAGES, IF ANY, WHICH MAY BE
INCURRED BY SELLER, BY REASON OF THE CLOUD ON TITLE TO THE PROPERTY
WHICH MAY RESULT FROM BUYER'S WRONGFUL FAILURE TO CANCEL THE
ESCROW AND THIS AGREEMENT. IF BUYER FAILS TO DELIVER SUCH SUMS TO
SELLER AS HERETOFORE PROVIDED, INTEREST SHALL ACCRUE THEREON AT THE
RATE OF 10% PER ANNUM FROM THE DATE OF SELLER'S WRITTEN NOTICE UNTIL
PAYMENT THEREOF. IN PLACING THEIR INITIALS BELOW, EACH PARTY
SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE
7.3. ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY
COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES
PROVISION AT THE TIME THIS AGREEMENT WAS MADE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS PROVISION SHALL NOT
LIMIT OR BE IN SUBSTITUTION FOR BUYER'S LIABILITY AND/OR SELLER'S
REMEDIES FOR ANY NDEMNIFICATION OBLIGATIONS Py BUYER HEREUNDER.
Seller's Initials
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Buyer's Initials
8.1. Brokerage Commissions. Buyer and Seller each agree and represent that no
broker or finder has been or will be employed in connection with the transactions contemplated
by this Agreement. Buyer hereby agrees to indemnify, hold harmless and defend Seller from and
against any claim or liability, including without limitation Seller's actual attorneys' fees,
disbursements and costs reasonably incurred, arising from any broker claiming to represent
Buyer in connection with the transactions contemplated by this Agreement. In the event of any
other claim for broker's, agent's or finder's fees or commissions in connection with the
negotiation, execution or consummation of the transaction contemplated by this Agreement, the
party upon whose alleged statement, representation or agreement such claim or liability arises
shall indemnify, hold harmless and defend the other party from and against such claim and
liability, including without limitation its actual attorneys' fees, disbursements and costs
reasonably incurred. It is agreed and understood that the Broker shall not be entitled to a
commission if the sale of the Property is not consummated.
8.2. Notices. All notices, demands, approvals, consents, or other communications
required or desired to be given under this Agreement in writing shall be mailed, delivered or
transmitted to the party involved at the address indicated below:
If to Seller: Mr. Bernard C. Kersey, General Manager
City of San Bernardino Municipal Water Department
P. O. Box 710
San Bernardino, CA 92402
Tel # (909) 384-5091
Fax # (909)384-5215
If to Buyer: Mr. Jarb Thaipejr
City of Loma Linda
25541 Barton Road
Loma Linda, CA 92354
Tel # (909) 799-2870
Fax # (909) 796-0131
If to Escrow Company: First American Title Insurance Company
323 Court Street
P. O. Box 6327
San Bernardino, CA 92412
Tel # (909) 889-0311
Fax # (909)
Each such notice, demand, approval, consent, or other communication shall be deemed
effective and given (i) upon receipt, if personally delivered, (ii) upon being transmitted, if sent by
telegram, telex or telecopy, if a copy of the notice is also sent by United States Certified Mail
and provided receipt is confirmed by a transmission report or otherwise, (iii) two (2) business
days after deposit in the United States mail in Orange County, certified and postage prepaid,
properly addressed to the party to be served, or (iv) upon receipt if sent in any other way. Any
party hereto may from time to time, by written notice to the other, designate a different address
than that set forth above for the purposes of notice, provided, however, that no notice of a change
of address shall be effective until actual receipt of the notice.
8.3. Modification. This Agreement may not be modified, renewed, extended, or
amended except by a written agreement signed by Seller and Buyer or their respective successors
in interest and expressly stating that it is a modification, renewal, extension or amendment of this
Agreement, as the case may be.
8.4. Attorneys' Fees. In any action commenced to enforce or interpret, or for breach
of, any provision of this Agreement, or otherwise arising in connection with this Agreement or
with any of the Property, the prevailing party in such action shall be awarded, in addition to
damages, injunctive or other relief and remedies to which the prevailing party may be entitled, its
actual costs and expenses reasonably incurred, including without limitation attorneys' fees, court
costs and disbursements. The "prevailing party" shall be determined by the trier of fact.
8.5. Successors and Assigns. Without limiting the restrictions on transfer set forth in
this Agreement, every provision of this Agreement shall be binding upon, and shall inure to the
benefit of, the legal representatives, heirs, successors and assigns of the parties. Buyer may not
assign or transfer its rights or delegate its duties under this Agreement without the prior written
consent of Seller, and any attempted assignment, transfer or delegation by Buyer shall be null
and void and shall constitute a material breach by Buyer of this Agreement.
8.6. 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.
8.7. Section Headings. The various section headings in this Agreement are inserted for
convenience of reference only, and shall not affect the meaning or interpretation of this
Agreement or any provision hereof. All uses of the words "Article(s)" and "Section(s)" in this
Agreement are references to articles and sections of this Agreement, unless otherwise specified.
8.8. No Recorded Memorandum. Neither this Agreement nor any memorandum hereof
or reference hereto, shall be filed in any place of public record. Failure of Buyer to comply with
this Section 8.8 shall be a material default by Buyer under this Agreement and, at the election of
Seller, shall automatically and immediately terminate all of Buyer's rights under this Agreement,
and thereafter Buyer shall not have any right, title, or interest in or to the Property whatsoever.
8.9. Incorporation of Exhibits. All Exhibits attached to, and to which reference is
made in this Agreement are incorporated into, and shall be deemed a part of, this Agreement. In
the event of any inconsistency between the text of this Agreement and the Exhibits hereto, the
text of this Agreement shall control.
8.10. Severability. If any provision or portion of this Agreement shall become illegal,
unenforceable, invalid, null or void or against public policy for any reason, or shall be held by
any court of competent jurisdiction to be illegal, unenforceable, invalid, null or void or against
public policy, the legality, validity or enforceability of the remaining provisions of this
Agreement shall not be affected thereby.
8.11. Survival of Agreement. To the extent not required to be performed before the ;
Closing or other termination of this Agreement, the obligations, covenants and agreements of :..:
Seller and Buyer pursuant to this Agreement shall survive the Closing or other termination of
this agreement.
8.12. Entire Agreement. This Agreement is the entire integrated agreement of Buyer
and Seller with respect to the Property, containing all of the terms and conditions to which Seller
and Buyer have agreed. This Agreement supersedes and replaces entirely all previous oral and
written understandings, if any, of Seller and Buyer respecting the Property.
8.13. Time of Essence. Time is of the essence in this Agreement and each and every
provision of this Agreement.
8.14. Objective Construction. This Agreement reflects the negotiated agreement of the
parties. Accordingly, this Agreement shall be construed as if both parties jointly prepared this
Agreement and no presumption against one party or the other shall govern the interpretation or
construction of any of the terms of this Agreement.
8.15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
8.16. Indemnified Parties. Any indemnification contained in this Agreement for the
benefit of a party shall extend to the officers, directors, employees, and agents of the party and to
the parent company or affiliates of the party and shall survive the Closing, recordation of the
Deed or termination of this Agreement.
8.17. No Third -Party Rights. Nothing in this Agreement, express or implied, is intended
to confer upon any person, other than the parties to this Agreement and their respective
successors and assigns, any rights or remedies.
8.18. Waivers. A waiver or breach of a covenant or provision in this Agreement shall
not be deemed a waiver of any other covenant or provision in this Agreement, and no waiver
shall be valid unless in writing and executed by the waiving party. An extension of time for
performance of any obligation or act shall not be deemed an extension of time for performance
of any other obligation or act.
8.19. Joint and Several Liability. If Buyer consists of more than one person, each such
person shall be jointly and severally liable.
8.20. Effectiveness and Acceptance. This Agreement shall not constitute or be deemed
a contract between Buyer and Seller until and unless it is fully executed by both Buyer and
Seller. Notwithstanding anything to the contrary contained in this Agreement, the acceptance of
any offer made by execution of this Agreement shall not be deemed effective until received by
the offeror.
IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.
"SELLER"
CITY OF SAN BERNARDINO
By:
Susan Longville, Ma r Pro Tem
ATTEST:
a 1 Clark, City Clerk
Approved as to form:
,raffies F. Penman
ty Attorney
"BUYER"
CITY OF LOMA LINDA
a California Pounicipal Corporation
Hansberger, Mayor
ATTEST:
Pamela Byrnes 'Camb, City Clerk
EXHIBIT " A"
LEGAL DESCRIPTION OF PROPERTY
(SEE ATTACHED EXHIBIT "A")
07/08/2004 09:44 9093845215 SBMWD PAGE 03/19
Order Number. 558-1177852
Page Number. 5
Exhibit "All
LEGAL DESCRIPTION
Real property In the City of San Bernardino, County of San Bernardino, State of CaOfomia,
described as follows:
THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 4840 IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, AS PER PLAT RECORDED IN PARCEL MAP BOOK 53, PAGES 97
THROUGH 99 INCLUSIVE, AND RERECORDED IN BOOK 54 OF PARCEL MAPS, PAGES 75
THROUGH 77, INCLUSIVE, RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF RICHARDSON STREET AND
COULSTON STREET AS SHOWN ON SAID PARCEL MAP, THENCE 50°01'S0"E ALONG SAID
CENTERUNE OF SAID R104ARDSON STREET A DISTANCE OF 477.58 FEET, THENCE
S89"58'10"W A DISTANCE OF 80.36 FEET TO THE TRUE POINT OF BEGINNING; THENCE
N89°22'10"W A DISTANCE OF 50.00 FEET ALONG THE NORTH SIDE OF SAID PARCEL 4;
THENCE SZ"52'20"W A DISTANCE OF 75.70 FEET; THENCE 89"22'10-E A DISTANCE OF 47.13
FEET TO THE EASTERLY LINE OF SAID PARCEL 4; THENCE N2057200E ALONG THE EAST LINE
OF SAID PARCEL 4 A DISTANCE OF 40.82 FEET; THENCE CONTINUING ALONG SAID EAST LINE
OF PARCEL 4 N7033'51"E A DISTANCE OF 35.11 FEET TO THE POINT OF BEGINNING.
APN: 0281-161-47-0-000
FlrstAmerlcan Tide
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PAGE 04/19
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EXHIBIT " B"
PRELIMINARY TITLE REPORT
(SEE ATTACHED EXHIBIT "B")
Order Number: SSS-1177652
Page Number: 1
t an r a, "Exhibit "Bn
S
4 P c'm
First American Title
323 Court Street
San Bernardino, CA 92401-1604
Order Number: SSB-1177652
Title Officer:
Laura Humpert (02)
Phone:
(909) 889-0311
Fax No.:
(909) 384-8445
E-Mall:
Ihumpeit@flrstam.00m
Escrow Officer: Cheryl Miller (CM)
Phone: (909) 889-0311
Fax No.: (909) 384-8444
E-Mail: dlemiller@firstam.com
Buyer:
Buyer: Water Dept,
Owner: Kruggel
Property: Vacant Land
San Bernardino, California
PRELIMINARY REPORT
In response to the above rdmarced apptoslon for a poky of title thh oo pe"Y hereby Paeans oat t is prepared to fie, a
muse tobe , as of the data hereof, a Poky a Potdes of TRIe Irsuancoe descibtg the land and the estate or 1 ft therein
herekmhw set forth, Y&AN against loan which may be sustathed by reason of arty dded, ten m encumbrance not ypwn «referred to as
an Ehhseption below or not exduded from coverage pwsu M to the prtSM SduAft, Corhdltons and Stipulators of said Parry rams.
The printed Emceptons and Udusions from the overage of said Polky or, polkim are set forth In Exhibit A attached. Copies of the poky
fours should be read. They are amb* from the office wNdh Issued this report
Plaan read the ahmapdom show" or referred to below and the exaepttons and axdsslons Set forth In EddWt A of this
r6" cmrdndlY. The exexprbna and axdudeft are meant to Provide You U to notes of matters whkh are not covarM
under the tens of the tlta Imuranoe polky and ahouW be ®fafully mmiderad.
St k hnpmtant to note that this prdhrhimry repet Is not a wftm repremphtadon as to the condition of title and may not
PAt ae look dafatty and anhamrthranon arfadinhy We to the land.
Thb "'Port (and any nPPlmhahts or amendments hereto) Is 15%e solely for the papose of fackali g the Issuance of a poky of title
t,snreroe and no tabttty Is assurhed hereby. If it Is desired that Aabllity be assumed prior to the ksuance of a policy of tta bhsvrance, a
9111der Or commitment should be reWested.
RstAmerlcan Tide
order Number: SW1177652
Page Number: 2
Dated as of February 25, 2004 at 7:30 A.M.
The form of Policy of title insurance contemplated by this report is:
EAGLE Protection Owner's Policy (CLTA/ALTA Homeowner's Policy of Title Insurance) If the land
described is an Improved residential lot or condominium unit on which there is located a one -to -
four family residence, or ALTA Residential Title Insurance Policy (6-1-87) if the land described is
an unimproved residential lot or condominium unit, ALTA Loan Policy (1992) with ALTA
Endorsement - Form 1 Coverage
A specific request should be made if another form or additional coverage is desired.
Title to said estate or Interest at the date hereof is vested in:
City of San Bernardino, a Municipal Corporation
The estate or interest in the land hereinafter described or referred to covered by this Report is:
A fee.
The Land referred to herein is described as follows:
(See attached Legal Description)
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said
policy form would be as follows:
1. General and special taxes and assessments for the fiscal year 2004-2005, a lien not yet due or
payable.
2. General and special taxes and assessments for the fiscal year 2003-2004 are exempt.
3. The land lies within the boundaries of proposed community facilities District No. 994, as disclosed
by a map filed in Book 68 Page 89-94 of maps of assessment and community facilities districts.
4. The land lies within the boundaries of proposed community facilities District No. 95-1, as
disclosed by a map filed in Book 70 Page 71 of maps of assessment and community facilities
dishicts.
5. The lien of supplemental taxes, If any, assessed pursuant to Chapter 3.5 commencing with
Section 75 of the California Revenue and Taxation Code.
6. Reservation of right of way to carry water for irrigation purposes, contained in the Deed from
WM. A. Conn, et al, to WM. G. Deputy, recorded March 22, 1858, in Book "C", Page 317, of
Deeds.
FiistAmerican 77tte
Order Number: ss&1177652
Page Number: 3
Reference is hereby made to the record of said document for further and other particulars.
A right to build and maintain a water ditch of sufficient size along the Fast boundary and West
boundary, and to carry enough water to irrigate the North 10 acres of Lot 3, Block 72 and the
North 30 acres of Lot 4, Block 72, as reserved in the Deed from John H. Pierson and Louisa A.
Pierson to Samuel Marshall, William B. Marshall and Sarah Marshall, recorded November 30,
1891, in Book 142, Page 249, of Deeds.
Reference is hereby made to the record of said document for further and other particulars.
8. An easement for right to construct, use, occupy, maintain and replace electric lines consisting of
poles, wires, cross -arms other necessary appliances and Incidental purposes, recorded in Book
460 of Deeds, Page 72 and Book 466 Page 249, both.
In Favor of: Southern California Edison Company
Affects: The land
9. An easement for water pipe lines and incidental purposes, recorded as Book 606 Page 12 of
Official Records.
In Favor of: William M. Roberts
Affects: The land
10. Abutter's rights of ingress and egress to or from state freeway have been relinquished in the
document recorded September 6, 1960 as Book 5229 Page 221 of official Records.
11. Abutter's rights of ingress and egress to or from state freeway have been relinquished in the
document recorded January 26, 1961 as Book 5335 Page 397 of Official Records.
12. Abutter's rights of ingress and egress to or from state freeway have been relinquished in the
document recorded March 24, 1977 as Book 9141 Page 653 of Official Records,
13. The correctness of that record of survey recorded in Book 43, Page 73, Records of survey.
Any boundary discrepancies or rights which may exist or arise by reason of said record of survey
Map.
14. Abutter's rights of Ingress and egress to or from Ferree Street have been relinquished in the
document recorded as Book 9726 Page 1856 of Official Records.
15. With respect to "gel Properties, LLC and R and J Daul, LLC, a limited liability company:
a. A COPY of Its operating agreement and any amendments thereto;
b. If It Is a California limited liability company, that a Certified copy of its articles of organization
(LLC-1) and any certificate of correction (LLC-11)r Certificate of amendment (LLC-2), or
restatement of articles of organization (LLC-10) be recorded in the public records;
c. If it is a foreign limited liability company, that a certified copy of its application for registration
(LLC-5) be recorded in the public records;
d. With respect to any deed, deed of trust, lease, subordination agreement or other document or
Instrument executed by such limited liability company and presented for recordation by the
Company or upon which the Company Is asked to rely, that such document or Instrument be
executed in accordance with one of the following, as appropriate:
FnrstAmerrcan 77tfe
order Nmber: SSO-1177632
Page Number. 4
(1) If the limited liability Company properly operates through officers appointed or elected
Pursuant to the terms of a written operating agreement, such document must be executed by at
least two duly elected or appointed officers, as follows: the chairman of the board, the president
or any vice president, and arty secretary, assistant secretary, the chief financial officer or any
assistant treasurer,
(II) If the limited liability company properly operates through a manager or managers Identified in
the articles of organization and/or duly elected pursuant to the terms of a written operating
agreement, such document must be executed by at least two such managers or by one manager
If the limited liability Coexistence of properly operates with the existenof only one manager. g
.
e. Other requirements which the Company may Impose following Its review of the material
required herein and other Information which the Company may require.
16. With respect to City of San Bernardino, a Municipal Corporation, we wtll require copies of the
articles of organization, bylaws, and other governing documents and any amendments thereto.
Other requirements will be made following a review of such documents.
1. This report is preparatory to the Issuance of an ALTA Loan Policy. The property covered by this
report Is vacant land.
2. According to the public records, there has been no conveyance of the land within a period of
twenty-four months prior to the date of this report, except as follows:
None
3. Basic rate applies.
The map attached, if any, may or may not be a survey of the land depicted hereon. First American
expressly disclaims any liability for loss or damage which may result from reliance on this map except to
the extent coverage for such loss or damage Is expressly provided by the terms and provisions of the We
insurance policy, If any, to which this map Is attached.
RistAmeiican 77He
Order Ntanber. SSs-1177652
Page Number. 5
LEGAL DESCRIPTION
Real property in the City of San Bernardino, County of San Bernardino, State of California,
described as follows:
THAT PORTION OF PARCEL 4 OF PARCEL MAP NO.4840 IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, AS PER PLAT RECORDED IN PARCEL MAP BOOK 53, PAGES 97
THROUGH 99 INCLUSIVE, AND RERECORDED IN BOOK 54 OF PARCEL MAPS, PAGES 75
THROUGH 77, INCLUSIVE, RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF RICHARDSON STREET AND
COULSTON STREET AS SHOWN ON SAID PARCEL MAP, THENCE 50°01'50"E ALONG SAID
CENTERLINE OF SAID RICHARDSON STREET A DISTANCE OF 477.58 FEET; THENCE
S89058'10"W A DISTANCE OF 80.36 FEET TO THE TRUE POINT OF BEGINNING; THENCE
N8902210V A DISTANCE OF 50.00 FEET ALONG THE NORTH SIDE OF SAID PARCEL 4;
THENCE S2052'20"W A DISTANCE OF 75.70 FEET; THENCE 89022'10"E A DISTANCE OF 47.13
FEET TO THE EASTERLY LINE OF SAID PARCEL 4; THENCE N2052'20"E ALONG THE EAST LINE
OF SAID PARCEL 4 A DISTANCE OF 40.82 FEET, THENCE CONTINUING ALONG SAID EAST LINE
OF PARCEL 4 N7°33'51"E A DISTANCE OF 35.11 FEET TO THE POINT OF BEGINNING.
APN:0281-161-47-0-000
RfStAmerlmn 77tte
Order Number. s911-1177GS2
Page Number: 6
NOTICE
Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance
company, underwritten title company, or controlled escrow company handling funds in an escrow or sub -escrow
capacity, waft a specified number of days after depositing funds, before recording any documents in connection
with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed
the same day as deposit In the case of cashier's checks or certified checks, funds may be disbursed the next day
after deposit In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer,
cashier's checks, or certified checks whenever possible.
If you have any questions about the effect of this new law, please contact your local First American Office for
more details.
FbstAmerkan 77tte
Order Number: SSB-1177GS2
Page Number. 7
EXHMrT A
LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (By POLICY TYPE)
1. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990
SCHEDULE B
EXCEPTIONS FROM COVERAGE
Thk Policy does not race agai nt loss a �
damage (and the nY wit not Pay costs, altaneys' fees Or mWees) which arise by reason of:
1. Taxes or assessments which are not shown as existing Sam by the records of arty tmft attwrity tat iv tom nor a55aAmehtson
reel Property or by the ptblk records. Ptoceadhgs by a Public agency which may insult in tares or asemne ts, or notice of such
pooeedings, whether a not chew. by the recods of such agency or by the pbk records.
2. Any facts6 rights, nerds, ordairhs Mdch arenot show. by the Pubkk seconds but whtdh mid be ascertained by an inspection of the land
or whidi maybe asserted by priors n plxsesim thereof.
3. Easements, lien or muahbrucs, or der, - thereof, which are not shoen by the pbkc moots.
4. Diso'eixanccim, mdSRs In boundary lines, shortage in area, encroachments, or any other facts which a correct survey would tSscose, and
which are not shown by the pbk records.
5. (a) Unpa0ermad mnig daft; (b) reservations or wooptbrn in patents a In Acts authatrng the Issuance thereof; (c) water rights, dairtn
or We m water, whether or not the mawers excepted under (a), (b), or (c) are shown by the public records.
EXCLUSIONS FROM COVERAGE
"" following
e which t excluded from the
mage of this; PokY and the Company will a tm
not pay lose damage, costs, ameW fees or
1. by mom of.
(a) Any law, ordnance or governmental regulation (kxkeft but not SmSed to bWdmg and mhng law; ordinances, or reguiatlms)
ren't"ing, tt'Qhbtkg, pdbung Or retailing to W the om4ancy, tip, oremjvynnnel of the hand; (i) the c aratffi, dimesiots or location of
any iWcovemet now or haealba erected an the lad; (a) a separation in owns or a dmnge In the dimensions or area Of the land or
any Pamd of which the land k or was a pat; or (iv) erviomhahW pnotecrm, or the tdrec of any violation of these laws, onfiranoes or
gowenmental regulations, e¢ep[ to the smut that a nhptce Ofthe erdamern el 111— dora nmtI ofa ddec, Set orennanlbnallm
rending tram a violation or alleged vfolalym affecting the lard has been receded in the pubic records at Dar of Policy.
(b) Any 9mwenmedal POSce Pave not excluded by (a) above, a co m the e - Nat a rholf[e or the exacta thereof or a notice of a
defer, Soh a e cumixaoe neaftq from a violation or alleged violation affectig the lard has been m m ded n the p ilkrecords at Date
or Pony.
2. P#ft of eranent domain uhleas notice of the exartse thereof has been recorded In the pubic records at Date of Potty, but not excluding
from coverage any balding which has occurred prior to Date of Policy which wxrtd be binding on e rights of a puchasa th for value w
3. Defects, Yes, ftrw bravoes, adverse loins or other matters:
tim
(a) not kno or not nemdei n the pt61c nemth at Gate Of Policy, but aeatsd, MATered, assured a agreed to by the iwaed claimant;(b) not bhovm to the CorWary, not recorded in the p k records at Date of Poky, but known to the toned dainant and notdsdosed In
writingrenting gtothe n « � ks� claimant � m the date the rived clamant bamme an nsoed Oder this poky;
(d) or ctesaoe0subsequent
the awned icy; or
(a) nesting n loss or on Dam no would not have been sustained acy err
the date orYhtrrhst a try�this poky r the boxed dainort had perm value for the insured mrtgage or nor
4. U nenlorc abYAY of the Yen of the awned mortgage bemuse of the YhabBly or failure of the insured at Dam of
, or the inablity or
fa8re Of any aisraluet owner of to indebtedness, toOmpfy With apptcebfe'doi g txsias' laws of the state N which the land is
situated.
5. Invalidity Or uradpoe8blity of the Yen Of the insured mon gage, a claim thaea, which atscs nut of the basaWonn evkkshmd by the
iwrad mortgage ad Is based Wan usury a anycorwme aedt Ptomctlon nor truth In lending taw.
6. Any claim, which ekes out of the ba saeion vests g n the awed the date or itacc awned by their pokey or the transaction creating
the latene4 of the ruffed fader, by reason of the operelbn Of federal baukrUl", stale insolvency or si der chhdimn a rights laws.
2. AMERICAN LAID TITLE ASSOCIATION OWNER'S POLICY FORM 8 -1270
SMEDUM OF EXCLUSIONS FROM COVERAGE
1. Any aw, ahrtance or goramnetd regulation (including but nonrated to big and aenig adkomm) resbko or repdatg or
pdiblttg the *m Wacy, Use or erhjgmatofUe thd, a mgt bft the daracte, dmehsion e ornrallm of any to prevement now or
tnercelbtr Baled ah the land. or pdhWig a separation n owrer fp a a reduction n the doUmtons Of am of the lad, or the effect of
a v vm*mh ofany sxh law, cadtanm or 9Orerirhertaf rrgt/atloa
2. flights of entnet domain or gowe "mentet rights Or police paws unless notice Of the exercise Of such rights appears In the public hhrnrds at
Date of 3. odats, ides, ernautaanocs,. adverse dallW, orother (a) aeaead, sdered, assumed a agreed to by the W wed claimant;(b) not
Wm m the Company and not sMwah by the public neeads but lahown m the iwred daamrt e.#the at Dap ot Pdky a at the date such
diitart agJr'ed an wipe or' nperast iwred by this poky and not disclosed n writing by the need cehart m the Company pror to the
date audt awned clamant became an insured hereunder, (c) renting in no loss or damage to the insured da6twsC (d) atading or
RrstAmedcan T/de
Oder Number: SSB-1177652
Page Number: 8
aeabed RhWluent to Date of Poky, or (e) resulting in loss or damage which would not have been susbined if the insured dainaM had
paid value for the estata or Intel Insured by this poky.
3. AMERICAL LAND TITLE ASSOCIATION OWNER'S POLICY FORM B -1970
WITH REGIONAL EXCEPTIONS
When the Amcdon land Title Association poky Is used as a Standard Coverage Poky and not as an Fxbended Coverage Policy the exdnsbns set forth
In paragraph 2 above are used and the Mow" acceptors to coverage appear In the policy.
SCHEDULE 8
This poky does not twee against loss or damage by reason of the matters shown In parts one and two Mowing;
Part One
1. Taxes a assessments which are not shown as costig hens by the records Of any taxing authority that levies taxes or assessments on real
property or by the Public records.
2. Any facts, rights, hteesu, or chins which are not shown by the ptic recp,ls but which mod be ascertained by an 2 spectfon of said land
or by rnaldrg inquiry of persons in possession Owed.
3. Easemahta, daft of easement or emmhranoes which are not shown by the phbk remrds.
4. DWWwxks, m 111 - in boundary lines, slMorta9' In area, ebwdtmen s, or airy Who facts which a .. survey woad tiseoso, and
which are not sham by public meads.
5. tipateaed mining daps, reservations a exceptions in paten a in Ads aut habhg the issuance thereof; water
righs, clahrs a title to
6. Any Men, or right Our a bah, for services, labor or material he elofore or hereafter fsanished, imposed by law and not shown by the pbk
recwft
4. AMERICAN LAID TITLE ASSOCIATION LOAN POLICY -1970
WITH A.LT.A. ENDORSEMENT FORM I COVERAGE
SCHEDULE OF EXCLUSIONS FROM COVERAGE
I. Any law, ordinancegovernmental or 'eprAation Cffdudrg but not imted tok"v and zoning mdinaroess) meurkbg a MyAu ng a
pnD. — 9 the 0m11101ry, use or ""met of to lad, or regulating the dha ictes 3orsims or location of arty irprowaae k now or
haeafto enacted on the land, or prol4biting a separation in ownasHp or a mAhndon h the dimensions or area of the land, or the died of
any violarlon of any such law ordnance or gawannntal regulation.
2. Wyfts of enhmt domain or governmental rights of PAM power nahfess notice of the .cise of such rights appears if the pubic at
Date or poky.
3. Defeus, le+s, eroarbrarhos, adverse dams, Or other rrhattes (a) aerated, steered, awaned a agreed tD by the isued daYoaat (b) roc
IOMoan IntheConnpahy Mopublic
and tshmen by to bicreords tatat mrrrM loshshaed .. either at Date of Policy or at the date such
dainerut aaquned an estate or bhtaet insured by this poky or aoquied the inched Mortgage and not disclosed in wring by the wooed
claimant to the Company prior to the date such inaed rfairhart became an insured Mande, (c) rewting in no ins or damage to the
waverer dab.. (d)aftachhgoroeaI sbsryastbDete,dPolicy(auouptlove esBeMinaaMoeisa8 - WelkMashanyAWAXY
lien forlabor a material a lo the ehdeht isuahoe Ls alixded hoenM ask) asDeserhets for sued improvements under conotrudian or
0asplated at Date of Policy}
4. UMeiwOmhhay Of the lien of the h9sed mortgage because of failure of the hued at Date of Policy or of any subsequent owner of the
IndehtedMeas to WMPdy vft apOmW -dol g buAwe laws of am state nil 4" the land Is situated.
S. A14ERICAN LAND TITLE ASSOCIATION LOAN POLICY -1970
WITH REGIONAL FXCEP7IONS
When n ON Anshan Lard Title Association lades Policy is used as a Standard Coverage Miry and not as an Gterded Coverage Policy, the exclusions
set fade In paragraph 4 above am used and the fdkwng ateptors in cow a in in the Pnk.Y.
SCHEDULES
Ibis policy does not insure a9a1 tow' 9 by reason afthe mates Scan in parts one and two following:
Part One
1. Tana or assessnehg which h are of Shown as aistthg hers by the records of cry taog authority that levies taxes or assessments an read
poperty or by the pubic records.
2. Any fasts„ rights,' ' , 14 4, or dams which are not shown by the pubic rem but afich amid be ascertained by an 0 opectim of Said had
or by malbg inquiry of Persons in possession t amof. -
I Obo epa cim 0odi6 boundary ins, slatageam, aoaadmrts, ap�
iem
4. earyWher tacks which a coned
bsurvey vatd dlaeose, and
eod
5. werrgmhmypbkor exoepflw 5 in pawls a in Ads arBoidrg the LataMre tlMaoF cater dgW chains or We to
water.
6. Arry Maya right to a het far Saviors, lobar orrnatafal thesetaft a himea teifinished, imposed by law and riot shown by the pink
records.
RIStAmelfcan Tide
Order Nudes: SSW1177652
Pape Number. 9
6. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY -1992
WITH ALT.A ENDOR6EMEM FORM 1 COVERAGE
E%CLUSIONS FROM COVERAGE
The folbwbg mattes are etpressty excluded from the coverage of this poky and the any WE not pay kiss or damage, costs, atuneW fees or
e m which arise by reason oF.
h. (a) Arry law, ordnance or gilvernwnW heghdatkin (hduNng but riot limited to building and mnng kws, pdi ances, or reguiatbrs)
rest&g , Phohidahh9 Or relating b (n the oaaparaY, nsa, err ed(Wnnt Of the land; m the character, dimensbns or locialon of
cryimprove not now a haeaRa aecN on the larhd; (R) a sopaatlah h owrhes4p or a charge n the dtrwhsiois ar area d tle tend or
cry Parse! of which the land is or was a parC or (iv) emtomwlal protec ipt, or the dfat of cry vioaNah of these tawny ordaenoas or
govemwdal regulators, acQpt b the cadet "at a retire of the afommet ttwecf era rn6ee of a deffilM Ien a enaNashca
re%009laa BWdAne'feOddOmafbufmgtinebedhasbe®nmor. in the pbic memos at Dab dPoky;
(b) Anygoranwhalal Pu6oe power mat ea ilded by (a) above, 6roePt to the ehaeR that a notice Of the concise Owed or a notice of a
deEen a enaahraoe resulting fm ina a violator or alleged vkilatlon a0acbg the land has been recorded inthe public records at Date
of Finger.
2. Rights of anklet domain u imis nofloe of the concise tlweef has been recorded In the pubic namds at Date of Poky, but not a cludirg
from ocimaget arri taking which has occu ed prior to Date of Po" which weld be Undig on On rights of a purchase for vain taint
3. Dead, liars„ anmtraoes, adverse dins, or other maces:
(a) Whether a rot recorded In do pubic ramr is at Date of Petry, but created, n/kied, assumed w agreed to by the insured dakna ;
(b)not lanOwntothe Ompary,not bemI ndlepubicmemosatDaledPokjr,bti , btarehxaeddaimatand not ulisuiosedih
wrilhg h the Cmparry by the Insured dairanR Prior b the date the named claimaR baome an Insured uda this poky;
(c) reaiYg In no kiss or damage ID the Insured rb�
(d) a1aWn9 arataped aleepeaibOaAedMty(enytto lheeaattlat6hsptfc/ iiaahs tle priomty dffie fen dthe Trued
aalg g cver agrga,lay Hn hr serNoesh hebar ert®oeW a the edet bta.aee Is alluded twdn as an awcameras fer street
14aaaaelts udarculandhn erconapleted itches dpafry); or
(e) ratOig In his ar damage whiff abwaN rot h we berm aabieai ff She InarW drat had paid vale for hued nntgage,
4. Uwi wasoli ty d the fen dthe insured malgage beaaae of "he iwblity a brae ode inaaud at Date of PoIq, or the irehiy or
lalura Of cry ahbsegnwt Owner of go hdettebus; to amply With the aPpinable'doig buAns{ laws of the state In which we lad is
suatoL
5. hwal ty or ww"icenift of do Ear of go' acrigar erciaiatwecf, wiafdt area out ofthe hasadbn evidenced by the
Yawed wailgage and Is based upon unary or any consumer credit IS atruthnteldrglam.
6. Awry staWbrl bhfa sasrtes, laboreraaetds(or"erbhm dpriortirofuTstak"Ien for saorwks, Ubonar reawdasmatheierhd
the Insured mortgage) wising Gam an hhpmoven wt orwork belated to go land WildIs artrac ed for and am ericed t to Date
of Poky and Is cot fnaoed h Whole or In pat by pra®adsof the YadrLhdnhes aeaaed by the clued merlgege Which at pew ofPeaty
tlne iuued has adwaaoedersdigaled b adaahm
7. Any dais, Widh aces our dthe transadkin creating the- of the mortgagee insured by this poky, by realm of the operation of
federal balauPrl: state isovenry, or I I ansdiaa; rights laws, tlat Is based rah:
(i) the basadim aeli 9 the iu9aat d "e rived haoragageebeing' read a 1raAlatmnvejance ar fiaudlattrau4a; or
(0 the AibOdnaton d t e l om of the insured marigagee as a reatd the appimtton d t he ckichile deciulahle ahborhirutier or
a(11) the transactim erreais fiealaa�faiactacest d do Insured monO9 9e 1 being domed a prdeellal trartda inept where the prdealud
(a) to trMy record the insbumert d tmafer, a
(b) dwrdh recadatm to impart re"ce to a pudasa for vane or a Jndgmert or fen aedur.
7. A14ERWM LAND TITLE AS90CIATM LOlta POLICY-1992
WITH REGIGINAL EUEPT101LS
When the American tend Tile Assoclamn Policy Is used as a Sbndad Coverage Poky ad not as an Ecde cled Cahaage poky the aodussrs set fond
in paragraph 6 above are used no the folwMhg aemtaw to coverage appear in the pd v.
SCHEDULE R
The policy does riot Insure agai at Ins er damage (ad the C,apasy wR not pay ass, atmeyt gets a aperse:) Wi[h aye by reason d:
L Taws or assssmaie which are not shown as edsfig Ears by the nacarda dory biding aalherty East leers tees a assessments on real
property or by In pbic records.
Z Any tars, rights, Interests, Or clans which are not shown by the pa6Rc records kit Which could be asoabied by as inspection of said
lad or by making igetry of pains n paBsus ' Owed.
3. bmnffts, dairy of mmou ter armumtrances tdhdh are not shilo n by the p bk rands.
4. Dka3gwK a, caller h boundary ins, shortage b area, anoalnwt4 a arty other bcs Wadi a awed wrvey world &wkt e, and
which are not shown br pubic wards.
5. Unpaend rrtwg darts; nesesators Or asmeptws in pe4sts Or in Ads aWhatlirg tle sRance "wed; water rights, darns or His to
Water.
6. Any fay or dot an a fen, fa smios, labor a mania tlwetofue or heeeltei furnished, imposed by law and not shown by the public
recalls
a AMERICAN LAND TITLE ASSOCIAT101f OYl11E n poM -1992
RfStAmefican Titre
Order Nunba: SWI177652
page Nmmbe: 10
EXCLUSIONS FROM COVERAGE
The R*owhg matins are apesslv excluded from the m+eage ofUds poky and the Unit" wR not pay loss a damage, costs, aim wW fees a
etpenses which arise by teams of:
1. (a) Any law, mdkanm or gowYmravial regulatimt (nrlahg but not 6nued m btddbg and aodng laws, Wdnwm, or rejiatims)
ferlfkH 9,fe011,p 9amlafir9N(f)16eaoagaair,use, aeadoymeit oftheland;(ri)thedaactadinerWrsalocationof
any iroprOvaomt now or haeafta ereobad an the fend; (19) a sepaatbn In owe** or a dwW In the dire rams a area of the lad or
any POW of with the lad h Or was a park or (N) awYantenlal MoNdkr5 or the dfect of any vbWm of time laws, anllrrances or
90vemhe+tal regda0ms,mtheaamtthtarhoif dthe e1or®e-50 aanmmdadefakfenaacmbrarm
reaftV from a vlotadm or afeged violation aM I - the kind has been m000ded in the pubic aecads at Cate of poky.
(b) Any govemw" police power not adLdW by (a) above, erhcept 10 the "met Not a cot - d the exaco tiros a a room d a
defak im creommhmmrmatug fmm a iddom aaa bpW ddetora aQer>Yr 9 the land has been recorded n to pubic nmds attfate
of Poky.
2 ill" of whmt dawn unless s notice of the ewarhe thereof has been recorded k tm pabk ramrds at Date of poky, but not a dw"
Damn vmWanytabtgwhiffhas omned pia to Dam of ftkifWhifr wild be indrg an the rights ofa prduaer for mAx welot
bwwkdge
J. Defers„ IW4 aeaMmnces, admse drier, or other matins
(a) amtaed, sstued, assumed or"geed in bF to tscad cTai®k
W aaut khorra to the Chap", rot auoaded k the public reads at Date of Poky, but kown b de kmm W claimant and not dsdosad in
hang tb to Cmh by the isued datoat prior to the date de ironed datoat become an ioaed ceder ids poky,
(c) aeAftog n ro Fuss a dawgeSo, the ksued uiaimwhk
(d) a I 'iagar treatd smhequet bo Dube dPoky; or
(a) ratbg In fell Or danuge W" would not have been sustained If the twred rkkhat had paid vale far de espte or" nsred
MtisDolicy-
4. An Wn4 which stars cot of bie bamcgw veslt9 n de bsured the emabe a bases[ nw Md by this PokY, by .e&" d the aperatm
of k lbankruptcy, state bsoharcp, ortitPoraediaa' ryas kws, d* is based am
(4 Go tra sad on amTbg Ve eslaDe a bdaa[ bored bytds pdgbdng deeeed a hamidsimweyerae a frardtkrt bodes, or
(q the trasadfon umtng the esrate or Merest blued bytis pofc V be+9 deamad a prefaadW trasW erwcopt where to prefa�mtal
tran(a retail pram the fabu m
(a) to dm* reoad thelesbunentd basfa; or
(b) of such remnlaton to tnPar notice to a purctow for vane or a Judgment or fern crafty.
9. AMERICAM LAND TITLE ASSOCIATION OWNERS POLICY -1992
WITH REGIONAL EXCEPFWNS
When the American lad The Association poky is used as a Stadehd Coverape Poky and not as m Exaerhdad Co,r Poky the excium s snt lath
in paragraph 8 above are used and the fdowbg exceptions to omaage appmr in the pofcir.
SCHEDLRE Lt
Thhpoky does art hmeaga- loss" dawge(and the Om*arywi not lay costs, amara Y saes aehOesrsj which eke by reason ct.
?atone:
i. Taxes Or assumve iS wNdh are not dorm as a ds*M Les by to ausank of any tang authority that levies taxes or asemme is on real
property or by to Pubic hails.
2. Any facer, niyis, ntwnsls, a catas which am not town by the psbk aecmds but which cold be wo&Wmd by m nspednn of said krd
or by wmW9 inquiry of pesos in possession, dmw.
3- ammools,tkksdmseaumt(Ir - soesui*b am mtdown tor the pubic saomds.
4. Dsmrpe cus, eaa0do In baaday Res, shortage in arm, dcaatlmeft or wq elver facts which a correct savey would disclose, arid
wlYdh are sat dhaan by ptbk recall.
S. tbKetebd n=darts; tees md"m or o¢tydws k peters or in Acts adlcbig ffie taaa theaoh Flat" ryds, r>atas a We 10
water.
6. Aft
Or cyst to a fen, for services, labor or nebe{al tceaofore or tesealm furisted,noosed by law ad cot slum by the public
10. AP63UCAN LAND TITLE ASSOCIATION RESIDENTIAL
TITLE INSURANCE POLICY -19t7
ENCLUSIDW
In addUm m the Exceptions In Saledade % you are not tared against loss, ass, aMxTw ' foes and operses resulag from:
L GovamhanW police power, and the Odcerhoe or vM*m of any law or goverment mg &WL This nddes hd** and amig
ordrnamas ad ako fears and oegmbtlons ammwr ft:
' fend use • lard division
• nhPrmvamebs on ON lard • awtromchW prmkdnn
This eaAdah does not apply bf vlafeUas a the edoaaeraert dtlhese hahalters which appear In to pMlc records at poky Date.
1%andukn does not MR the mrkq coverage desobed In Was 12 and 13 o(Cowsed Tb a RISIM
FffstAnwkan Tide
Order Number: SSO-1177652
Page Number: 11
2. The right m Was the land by corder ring k unless:
a notice of exercising the right appears In the Public records on the Pdky Date
the taking happened prior to the Poky Date and is binding an you if you bought to land wttout knowing of the raking.
3. TRIe Inks:
• that ate created, allowed, or agreed to by you
• that are bown to you, but not to rs, on the Poky Date - unless they appeared in the public records
• that recut in no loss tD you
•"at fist alfec your We after the Policy Date - tts does not kNt the labor and material hen coverage In Item 8 of Covered Tite Risks
4. Failure m pay value for your title.
5. tact of a right:
s toaq W outride the area specifically described anelaIn
d rted to It3 of Sc eAhe k or
In sbeels, alleys, «waterwtys that much your land
This ardhdon does not limit the across coverage in Item 5 of Covered We Risks.
M EAGLE PROTECTION OWNER'S POLICY
CLTA LLMRi MER'S POLICY OF TITLE INSURANCE -1998
ALTA NOMDWNMS POLICY OF TITLE EMPRANCE -1998
Covered Risks 14 (Sobdivldoe Law yblatoo). 15 (BrBdiat FOraft 16 (Zonlftl and 18 (Fnnoachmest.rboaadary waft or fences) arc sebRet to
Dedactble Amosoa and Maalwas DeAw Lab of Uab lky
1 y7(. 11 ii�^, Fa
In addition to the Baceptiors in Schedule B, you are not km)Bd against loss, costs, aftomeys• fees, and expenses resuitng from:
1. Govamratal poke paw«, and the existerce Or vK)WM of airy law or 90vernrenit regulation. This includes ordinances, lays and
regulations concerning:
a. building b zoning
c land use d. Improvements on the land
e. land division f. aMrom a npl protection
This exclusion does not apply to vblatbrs or We aforcemet of these maims If rotice of the violation or enformrert appears in the
Pobk Records at the Potty pate.
This excision does not int the coverage described in Cased Risk 14, 15, 16, 17 or 24.
2. The Gore of Yaw existing sbucl cos, «any part of them, to be mksmnead in accordance with app&able building codes. This 13oduson
does not apply W violations of bWe6g codes OF notice tithe vfolatbn appears in the pubic Records at the Pocky pate.
3. The right to We the lad by cond�mryrg k uiem
a. a notice of acedsng the right appears in the Pubic Records at the Pricy DOW «
4. bathe taldr9 happened before the Poky Date and isinda bg on You 8 You bought the lad wtlo it Knowing of the taking.
a. that are created, ahowe4 or agm,%j to by You, whether or not thhey appear In the Pubic Records;
L that are mown to you at the Policy pace, but not to his, utess they appear In the Public Records at the Poky pace;
c- that real[ in no loss to Yorr, or
d that fast occur after the Poky pate - this does not limit the coverage described In Cased Ride 7, &d, 22, 23, 24 or a
S. Failure to pay vane for Yaw Tile
6. Lack of a rkjt;
a. to arrf lad ouWde the areaspedim8y dernbed ad referred Icn paapaph 3 of Sdedle A; and
This extkesbrh does not limit waterways mthat latch the Lard.
csale described In covered Risk 11 or I&
12. SEAOMD CBIMATItNI EAGLE LOAN POLICY AM6tWM LAND TITLE ASSOCIATION EVAHM COVERAGE RESMENTIAL LOAN
POLICY (10113101)
The ehgegMillerswhk h arise by yeas apesslir e¢Juded Oom the coverage of tlts poky and the company wi not pay loss «damage. oDSts, affaxneW fees or
HatAmerican 77He
Order Number: ss8-1177652
Pape Number: 12
1. (a) Any Ian, ordinance orgoranmmW repAation oxkd 9 bit ihd indOed to bul ft and mmig laws, odiorts, or regulators)
rsbktrg, regulatft PWhMftV err rdaftg to (9 the ooa4wty, hat, or enjoyment of the land; (I) the daracter, dhmemione or bastion
Of airy bipoMOOK now err Aaealt l erecbd OR to lad; (111) a MINIMUM in owrerdfp or a dwge In the dtnatelons or arm of the land
ercryPenddwhich the Land bawas apart a(t+)ewtanhertalpra-d orthedratdairyhtietiohdthselara,ar- or
gove mhmtal heWAM r s, emerge to the edmt OW a neon of the a(aoamert t eredor a notice or a ddeiX ion or encumbrance
dos mtm imik: � aouerage provided rndertoreed Rids 12,13, 14 and 16r6mrdad tafthis �yRblc Rtawds at Dale of Pricy. Tits rshdslon
0) Airy OPMensat el price parer nat anddd by (a) aborq, a kept to the adet tut a natioe d the aarhe dwador a nattier are
ddet, lat or a nnlea at reatbg lima a vidlbn or afapad violation afscbg the bid has been reaordd In the Pubic Records at Date
of Poky. This exclusion don not int the cowrege povtkd ada Cared Rids I2,1% 14 ad 16 dthb poly.
2. RVft d ei. m o domain mica rad e d the errer I do hasbeen handed in the P Ac: Records at We of Poky, but noteududag
fmm wvwW any ialig whim has omsmd prior to Dated Perky Mich woM be btd%m the d$ft Ora padmw for wire wfhat
rhowledpe
3. Defals, ley eaoaibranom adverse a die manas:
(a) aeat4 adfee4 amend or ageed to by ttaw he boxed Clat;
(b)cot WVM ID the Capary, not aeoodad btheRMROW at Daledpdr.T,btriawnerrthe Landnaihonladrntetrrt®d in
wtibg a the Con"W by the blued Qairwrt prior to to dale the Imvad Clabwt became an Lased uda tits poky:
(c) reshttg in no lose damage tithe Lased Q mid;
(d)a0 gQaao•md9kaepthutbDaledfliOrl PaalraPbdoseaiatdeaarerageproddeduderOwnedRift 8,16,16,
19, 2✓♦, 21, 2423,24,25 ad nor
(e) mrrfbg in ba or dawge which would not have been waaimed If the bread abwthad paid wire Nor the Insured l4ortgape.
4. ibafaa®bar of on fear of the iaiedlkrlgage becaree dthetrwbiky art- dehell - at Wteoffa yorlheaebiya
false day shbsaPret owner of the' to comply with appkW* doing; badnea laws of the gate in which the lad is
slnebd.
S. - -- arandaaabwdte iw area lammed l- a gip Quint wlidwdssoddtlhe traeamasewdahmd byte
Inured Ho aid khood upon usay,eeePts pmWded in Caeeed INA 27, or ary ooreaaer ae pralatan or buth in beag bw.
6. Red pmpely taxes a ases®as danygownmetal autwrly which became a Am an de lad sndsaqust to Date dPoky.Thb
edabndosnoontideonerdge prd11 roderOovedlUsb7,R(e)ad2hi.
7. Argdaimdbvaidy,aradamedWyor bdkdpdodyd thelmdtlw ismaed Hortpge as to advances or moMcedone made after to
Imued has Knoakdge tartta vestee sbmmin SdaiieAb molter to doer dthe cram ortiereR covered by tlhb pkf.Thb
eaiaiashdosmtfatehaoveragepdidad ihOaveei flak&
& taYdba pgdbe ion Brie lresd fbnlgape as to each aevery shisaam ware alter Date dd Pakv, aal gad aateestdw
tlwemh, ova ilea, moshraoorS ad atter uaatesafaahg uk the eitehm of which am Knew to the bxvaed at:
(a)The ffiedthe advance; or
) Me One a Ill -1, made to the is. of ft IneaW MaMPP which
isweds sa madffcalon Own twatd here been' teaoAfcaat6nthe ratedta tdwgeQ fthe ratedbtaest
9. 7hefafuedtlherhsidathl9ruWe60raypotkn Owed to have been asmrrcad bdm an or Aer Bete of Pd"q inaoOF"M wth
applcalie Wfdag codes Tbb eddorn doer mtappfy to violations dbd*V ands f mice of the violation appears in the Public Records
at Date d Poky.
r7 ---,r,TT7
Tt6paicydos aotbsue agaimt ins a darmge (and IheCaugrrywf rhotpay msi; atbwreyS fersererpesa) Mich artier byheson of:
1. The fdmiq edWM sal ter, refeen e to widh ere made part of the ALTA &1 Bwkwmw al Pnottct M lien a dorserwt incorporated
Into this Paley folm" Item 28 of Caned Reds NOW-
1.i. �Oi86tAT� I31i6tE1i01111 p'DI.ILTIY6m1111 MaoTflfE 1LS60QA1n11 E7aAlalo®COY9t1Y� a!'�Bt1LIL/DAN
fgLfLY (1fl13101)
ISM RB660f1AL EXL8TSDHS
When the Amen en lad The Aseidrbn lcan poky Nth EAGLE Rcmeion Added is Mad as Stenndad Caley cots eraDe Paand an Edadad
udo Covenim Poky the vacs eaa t loran In pam9 - 1 12 abawe are teed d the following eaoptiosto coverage appear In On poky.
SCHEDULE t
This poky does not i as agaimt Ices err damage(and to Cmparywf not pay COSM aftoneys fasor epaees) which arbe Dr mom of
Pad One:
1. Tams or assewrwts when are not shown as ins by the uacvds of any trig authorty tot leaks fray or asseaments roved
pmpeyr err tier Oe puiic rewd4
2. An f akts riyM1ls. trbrests. or Betas which are mtsMmm by the pkd#c mounds but tdids mound be soiabrd M an inspectionof said lad
or by mmHg b*ft of paws in psssdon tlnaof.
3. Easeneis„ daire dmsanwtor a nastrama u bkh we not sthosn by to p * rrsmrds
4. Dbatpwnds, rm0' In bUdiY kW4 shortage in arts, enoaevnma, or any oterfarms which a wr ssvey weld d KIm abaci
vA*h am not shom by pink reovads.
RrstAn a tan 77de
Order Nutter: SSs•1177652
Pape Nrn tw: 13
S. tkyatadedn**tg cans; raaratbm or a¢epdors n patei. or in acts atrdcr ft the Issuance #~,, water right;, cons ortf9e to
water.
6. Anry fen, Or dght to a fan, for seMoes, labor or mabwW theretofore or hereafter hrr&14 hVosed by law and not dtcwn by the Pubic
remrds
Part Two:
1. The fofowng e)ftdng smhd as, reference to wtich are made Part of the ALTA S.1 Erwkmw ental PeotKbm lien 6tdorsanertt nmrporated
Ma"Polley fdbvhrp Itern 28 of Covered Risks: None.
FfrstAgvfwn 77de