The URL can be used to link to this page

Home My WebLink About17-Water Department CITY DF SAN BERNARDIND - REGlUEST FDR CDUNCIL ACTIDN Date: 7/15/2004 ~0alG1NAl --- Su~ect: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING 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 From: Bemard C. Kersey, General Manager Dept: Water M&CC Meeting Date: 8/2/2004 Synopsis of Previous Council Action: NOT APPLICABLE Recommended motion: Adopt Resolution ~ Contact person: Bemard C. Kersev. General Manaaer Phone: 384-5091 Supporting data attached: Yes Ward: FUNDING REQUIREMENTS: Amount: N/A Source:IAcct. No.) Water DeDartment IAcct. DescriDtion) Finance: ~ -Sl:V:J::A.- ~r;;(:) 11 JjlJLl ~ Notes: Council 75-0262 Agenda Item No. CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT Sub-ject: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING 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 Backqround: In October 2002, the Board of Water Commissioners approved a hold harmless agreement with the City of Lorna Linda, a public agency, to allow that city to test and video log a well owned by the Water Department, known as the Bennett Well. The well, located west of Richardson Street and north of the Interstate 10 freeway, was one acquired during the Water Department's merger in 1991 with the South San Bernardino County Water District and has never been used by the Water Department. Lorna Linda has struggled to find sources of supply for the last several years because many of their wells are contaminated. Lorna Linda completed its water quality investigation of the Bennett Well and has asked to purchase the well (fixture) and well site from the Water Department. Water Department staff has reviewed the video logs from the well and has determined that the well has multiple deep corrosion pits that penetrate through the casing in many areas and that the well is not suitable for our production needs. The well site (APN 0281-161-47) is 3,750 square feet, level and zoned commercial general. A retaining wall separates it from the residential properties to the north. The appraiser, Greg Geers, determined that the site does not have legal access, although it can be reached physically by crossing the adjacent vacant parcel. The preliminary title report similarly shows that access to the site is not legal. Based on comparable sales in the area, with a significant deduction in value because there is no legal access, Mr. Geers concluded that the land value for the parcel is $2.15 per square foot, or approximately $4,000.00. The well itself is a 600-foot cable tool or reverse rotary well with 12" diameter casing, probably drilled circa 1960. In general, the useful life of a well is fifty (50) years, putting the Bennett Well's useful life out to 2010. For purposes of valuation, then, the Water Department utilized a "reconstruction new, less depreciation" methodology resulting in a determination that only twelve percent (12%) of reconstruction costs could apply. The cost to construct a 12" x 600-foot deep water well was estimated by Layne Christensen at STAFF REPORT, APPROVING THE BENNETT WELL; LINDA PAGE 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DECLARATION OF SURPLUS PROPERTY; THE PURCHASE AND SALE AGREEMENT FOR THE AND THE SALE OF THE BENNETT WELL PROPERTY AND FIXTURES TO THE CITY OF LOMA $156,835.00. Therefore, the "reconstruction new, less depreciated" value of the well is $18,820.00. Lorna Linda has agreed to pay a purchase price of $25,000 for the well site and well. This purchase price covers the cost of the appraisal as well. In addition, Lorna Linda will pay all closing costs. San Bernardino Municipal Code Section 2.65.020, Competitive Bid, states, "[r]eal property with a fair market value of $25,000 or greater shall be sold by competitive bid to the highest and best bidder, but the sales price shall not be less than the fair market value." 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." The Purchase and Sale Agreement outlines the escrow instructions for the title company, as well as providing the deal points (sale price) . The agreement specifically limits the City's environmental liability for the well. The agreement has an express declaration that the Water Department does not warrant legal access to the property. The property is held by the City of San Bernardino and dedicated to the use of the Water Department. The property is surplus to the needs of the Water Department. The fair market value has been established at $25,000. Financia~ Xmpact: None Recommendation: Adopt Resolution . 1 0 2 3 4 5 6 7 8 9 10 11 12 13 14 015 16 17 18 19 20 21 22 23 24 25 26 27 028 RESOL~~~ 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; and 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 Lorna 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 Lorna Linda. WHEREAS, San Bernardino Municipal Code Section 2.65.050, Sales to Public Agencies, provides, "[n]otwithst~nding 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." / / / / / / / / / / No. /7 ; I :Z/O~age 1 of 3 8/2/2004 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 015 16 17 18 19 20 21 22 23 24 25 26 27 028 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 "1", 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. / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / 8/2/2004 Page 2 of 3 1 0 2 3 4 5 6 7 8 9 10 11 12 13 14 015 16 17 18 19 20 21 22 23 24 25 26 27 028 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 meeting thereof, held on the day of , 2004, by the following vote to wit: COUNCIL MEMBERS AYES NAYS ABSENT ABSTAIN ESTRADA LONGVILLE MCGINNIS DERRY KELLEY JOHNSON MCCAMMACK Rachel Clark, City Clerk The foregoing resolution is hereby approved this ____ day of 2004. Jud~th Valles, Mayor City of San Bernardino APPROVED AS TO FORM AND LEGAL CONTENT.: JAMES F. PENMAN City Attorney 8/2/2D04 Page 3 of 3 o o o PURCHASE AND SALE AGREEMENT FOR THE BENNETT WELL AND WELL SITE THIS PURCHASE AND SALE AGREEMENT (this" Agreement") is entered into as of the day of . 2004, by and between the City of San Bernardino ("Seller"), and the City of Lorna 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 Ooening 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 o o o 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 Exceotions. Buyer agrees to accept title to the Property subject to the following matters (collectively, the "Permitted Exceptions"): (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 or agents; and (C) Those matters approved or deemed approved by Buyer pursuant to Section 2.2. 2.2. Aooroval of Title. (A) Preliminary Title Report No. SSB-II77652 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. o o o (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 ifless than three (3) days remain until the Closing, until one (I) 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, ifless 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, ifless 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 Policv. 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 ofa 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. o o o 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 oftitle to the Property. ARTICLE III BUYER'S INSPECTION OF THE PROPERTY AND SELLER'S DISCLOSURES 3.1. Prooertv Insoection 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 Entrv 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 - o o o 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 ifless 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. o o o 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) Authoritv. 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, o o o 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. Reoresentations and Warranties ofBuver. 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) Authoritv. 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. o c o 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 (I) 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. . o o o (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) Buver's Environmental Indemnitv. 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 Assignment bv 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 MAYBE CONTAINED IN THIS AGREEMENT, BUYER AGREES TO FULLY AND IRREVOCABLY RELEASEvSELLER FROM ANY AND ALL CLAIMS THAT BUYER MAY NOW HAVE OR MAY HEREAFTER ACQUIRE AGAINST SELLER FOR ANY COST, LOSS, LIABILITY, . o o o 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 UNA WARE OR WHICH BUYER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY BUYER, WOULD MA TERIALL Y AFFECT BUYER'S RELEASE TO SELLER. BUYER SPECIFICALL Y 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 MA TERIALL Y 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. /L0 BUYER'S INITIALS ARTICLE VI CLOSING 6.1. Closinl!. 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) o o o (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. Buver's Obligations. Not later than one (I) 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 o o o 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: o o o (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.l(c); (C) Deliver the amount of the Environmental Credit to Buyer; (d) Record the Deed; (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. LIOUIDATED 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 o o o 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 RA IE 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. " t1A-- Seller's Initials Buyer's Initials ARTICLE VIII MISCELLANEOUS PROVISIONS 8.1. Brokeral!e 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 o () o Ifto Buyer: Mr. 1arb Thaipejr City of Lorna Linda 25541 Barton Road Lorna 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 Assil!Ils. 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. Countemarts. 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. o 8.7. Section Headings. The various section headings in this Agreement are inserted for convenience ofreference 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. Incorooration 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. Severabilitv. 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. o 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. Obiective Construction. This Agreement reflects the negotiated agreement of the parties. Accordingly, this Agreement shall be construed as ifboth 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 o Deed or termination of this Agreement. o o o 8.17. No Third-Partv 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 Acceotance. 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: o o o ATIEST: ~ City Clerk "BUYER" CITY OF LOMA LINDA a Califomi Municipal Corporation B o EXHIBIT" A" LEGAL DESCRIPTION OF PROPERTY (SEE ATTACHED EXHIBIT "A") o o ~7f~8/2~~4 ~9:44 9~93845215 SBMWD PAGE ~3/19 Onler~ SSlI-U771152 Puge NUIIIber: 5 o Exhibit "A" LEGAL DESCRIPTION Real property In the Oty of San Bernardino, County of San Bernardino, Slate of CaDfomla, described as followsi . o THAT PORTION OF PARCEl. 4 OF PARCEl MAP NO. ~ IN THE COUNTY OF SAN BERNARDINO, STATE OF CAUI'ORNJA, N3 PER PlAT RECORDED IN PARCEL MAP BOOK 53, PAGES 97 lHROUGH 99 INaUSlVE, AND RERECORDED IN BOOK 54 OF PARCE. MAPS, PAGES 75 THROUGH 77, lNa..USIVE, RECORDS OF SAlO COUNTY DeSCRIBED Mi FOllOWS: COMMENONG AT lltE INTERSECrION OF lltE c:eNlBWNES OF RICHARDSON STREET AND COULSTON S1REET N3 SHOWN ON SAID PARCEL MAP, lllENCE 50"01'SO"E ALONG SAID CENTERLINE OF SAID RIOfARDSON smEET A DISTANCE OF 477.58 FEET; THENCE 589058'1D"W A DISTANCE OF 80.:36 FEET TO THE TRUE POINT OF BEGINNING: THENCE N89"22'10"W A DISTANCE OF SO.OO FEET ALONG THE NORTH SIDE OF SAID PARCEl. 4: THENCESZ'SZ'2O"W A DISTANCE OF 75.70 FEET; THENCE 89"22'1O"E A DISTANCE OF 47.13 FEET TO THE fASTI:RlY UNE OF SAID PARCE. 4: THENCEN2"52'2O"E ALONG THE EAST UHf OF SAID PARCEL 4 A DtsrANCE OF 40.82 FEET; THENCe mNTlNlJING ALONG SAID EAST UHE Of PARCEl 4 f/7033'S1"E A DISTANCE OF 3S.11 FEET TO THE POINT OF BEGINNING. APN: 0281-161-47-0-000 o first Amerfcan rttfe ~((~~/~004 09:44 9093845215 .". ;-' o ~a PM Nct.tB~O c "'---t ....,... PIII-...o ........., ......1Mt flIlAQ'U. 4 ..... ND ....0 " o ~10~ SBMWD - GOUI.8tQH Sfllb:. I I PAGE !I4/19 .9:1-21;9661 ~. ... .. . ". NnI PARCB. #1 PLAT MAP ADDENDUM fie No. CiG28!5 o _NlA -~~-SlNlO~10 ~ ~.- ~ San _m a_ CA . ~ LallwJ'CL1l cav rA San BMnRmInD MunI W;Ur Dent" AlIlI-. 300 North D StreBt~ San BemanInn CA ~ ... ..1 co -" .!. - .. .. , ~:. ~...~ iJ~!l ~ l- :J~ @ ~ ],~~ q, ~~ if 0: !!81 Q.lo .00: aQ.:; ~. .._ClI; ....ee " 0... - ... a.. , -00: :00 ...... @ it>! o c; :;; .. o c; .. .. III c;1lI Q~ ~ lIlai "1""""!-r o~ ~ @ .. '11: @ .. ~.!! .,e ~..il. ~~:~ "J!' lie : - . u. 'r :Ii jl .,~ ~i ~l i. !r k ~ if . . 1!! . t'. If' "" I~~i ~lI!i I .di S il!! u: II .~! c ~ @ . Ifill .; \S' .. ~ . I .' ---.... . ..._-,_... .._-. o CIItMIaW............................................... o EXHIBIT" B" PRELIMINARY TITLE REPORT (SEE ATTACHED EXHIBIT "B") c o ,.' .to o c o .1 "'M.~, ~ Order Number: l1tIeOfllcer: Phone: Fax No.: E-Man: Escrow Officer: Phone: Fax No.: E-MaH: Buyer: Buyer: OWner: Property: 0nIer1Unber: _1177152 Page Number: 1 "Exhibit "B" First American Title 323 CGurt Street San BemIIrdlno, CA 92401-1604 SSB-11n652 LaUI1! Humpert (02) (909) 889-0311 (909) 38+8445 I/1umpeIt@flrstm.tom 01eryI MUIer (CM) (909) 889-0311 . (909) 384 8iii d1emlller@fll'Stam.tom Water Dept. Krugget Vacant Land San Bernardino, Callfomla PREUMINARY REPORT In re;par.-III the _ ,a'aa...d .......... fer. pdIc:y dllle Inannte, INs """'""" herob\' IOpClOts !hat t Is ~ III ....... ... .....ID be -... dthe _ hored.. POIc:y... _ d11le _ l" ...... the _11III the_ ...__ __lilt -. Notng ogoInst... "'*:II moy be........ by -. dll1\'....... 1eI..._ not_... _III.. .. EloDeplIan beIaw... not _ ................-11I the prfrIIIld --. ea-..1I1Il SIlpI-.s d SlId POIc:y l\nns. The prfrIIIld I!lo<qII1.III1111 __ _ the CllM!lage d..... POIc:y... _....1IIt _In _ A atloched. CqlIes d the PIIIcy forms _ be n!Od. They............._ the _ "'*:II _ "* NlJClIt. ............. . 1I'M....... ........................ .....~_ MIl --a. -II. _1'aItII1n ExhIbIt A.,..... '-"....4tIIft.lhe .11..._ . "'....._"'...-""'....-..01___...__ -........ of.... _ '- poIIcJ _1IhOUId .....NIIIIIy CIl"lId! ..... It II ......-",_ __ ............., NIIOItIl _. _,...._._ HID ....alRdIlI... of_ _ __ 1It.......~_~II.IIC.. ..ro.1I ~_ID""""" 11IIs ~ (11III II1\' ...._a cr .._...._010 heroID) Is _1llIeIy fer the _or ~.. the IsouMcIe d. pdIc:y'dllle -....11III no IIIIay Is lISIlIIIed herob\'. If t Is desired that ~ be IISSImOd prtllt III the IsouMcIe d. paIIty d IIIe Inannte, . lInder...eom....._4_be~ . FIrst Ametfam TItle " o o o 0nlerNlmber: _1177152 Page Nlmber: 2 Dated as of February 25.. 2004 at 7:30 A.M. The form of PoIky of tIUe Insurance CXIIltempIated by this report Is: EAGLE Plotectlon Owner's Polity (Q.TA/Al..TA Homeowner's PoIky of11tle Insurance) If the land deso1bed Is an Improved residential lot or condominium unit on which there Is located a one-to- four family residence, or AI.. TA Res1dentia111tIe Insurance PoIky (6-1-87) If the land deso1bed Is an unimproved residential lot or <XlndomInlum unit; AI.. TA Loan Polity (1992) wIIt1 AI.. TA Endorsement - Form 1 Coverage A spedfic request should be made If another form or addltlonal mverage Is desired. Tltle III said estate or Interest at the date hereof Is vested In: Oty of San Bernardino, a Munldpal CorporatIon The estare or Interest In the land hereinafter desalbed or referred III covered by this Report Is: A fee. The Land referred to herein Is deso1bed as follows: (See attached Legal Oesaipllon) M:. the date hereof exceptions to mverage In addlUon to the printed exceptions and Exduslons In said policy form would be as follows: 1. General and special taxes and assml "ents 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 wIIt1ln the boundaries of proposed 0lI11ITIUnIty faclItles 0IstrId: No. 994, as disclosed by a map filed In Book 68 Page 89-94 of maps of asses5I..e. II: and lXlI1IIlIunlty fad1ItIes districts. 4. The land lies wIIt1ln the boundaries of proposed CXlI1IIIIUllity facIIltles 0Istrld: No. 95-1, as disclosed by a map filed In Book 70 Page 71 of maps of asSCSShlent and mmmunlty fadlltles dlsblcls. s. The lien of supplemental taxes, If any, assessed pursuant to 01apter 3.5 mmmendng wIIt1 SectIon 75 of the caDfomla Revenue and Taxation COde. 6. Reservatlon of right of way to cany water for In1gatIon purposes, oontalned In the Deed from WM. A. Conn, et ai, to WM. G. Deputy, recorded Mard122, 1858, In Book "C', Page 317, of Deeds. FIrst Ameiia1n TItle .' " o c o Oldor NIIlIbor: _l177IIl2 Page NIIlIbor: 3 Reference Is hereby made to the ~ of salcl document for further and other partlaJlars. 7. A right to buill and maintain a water ditch of suffident size along the East boundary and west boundary, and to cany enough water to Irrlgate the North 10 aaes rI Lot 3, Block n and the North 30 aaes rI Lot 4, Block n. as reserved In the Deed from John H. PIerson and louisa A. PIerson to Samuel Marshan, WOllam B. Marshall and Sarah Marshall, recorded November 3D, 1891, In Book 142, Page 249, of Deeds. Reference Is hereby made to the record ofsak! document for further and other partlaJlars. 8. An easement for right to CXlllStnK:t, use, OCX1lpv, maintain and replace e1edr1c lines CllIISlstlllg of poles. wires, aoss-arms other necessary appliances and InddentaI purposeS, recorded .In Book 460 of Deeds, Page n and Book 'l66 Page 249, both. . In Favor of: Southern California Edison Company Affeds: The land 9. An easement for water pipe lines and Incfdental purposes, recorded as Book 606 Page 12 of OIlldal Records. In Favor of: WiIUam M. Roberts Affeds: The land 10. Abutler'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 0fIida1 ReCllIds. 11. Abutler's rights of Ingress and egress to or from state freeway have been relinquished In the document recorded Januaty 26, 1961 as Book 5335 Page 397 of 0fIida1 Realrds. 12. Abutler's rights of Ingress and egress to or from state freeway have been relinquished In the document recorded Mard124, 19n as Book 9141 Page 653 of 0Illda1 Records. 13. The mrrectness of that record of suriey recorded In Book 43, Page 73, Records of SI.IVey. Any boundary discrepancies or rights which may exist or arise by reason of saIcI record of survey Map. 14. AbutIer's rights of Ingress and egress to or from FeITee Street have been relinquished In the document recorded as Book 9n6 Page 1856 of 0lIldaI Realrds. 15. With resped: to KruggeI PropertIes, LlC and R and J Daut, w:. a limited liability mmpany: a. A mpy of Its opel atIng agreement and any amendments theretoi b. If It Is a CaIIl'OmIa Imillld IiabIIIly CQI'Ilpany, that a ce tllied mpy of Its artIdes of organlzatlon (LlC-1) and any cstllIcate rI mrrectIon (LlC-ll), ce. t111c.11il: rI amendment (LlC-2), or ,ddb:ment rI articles rI ~ (LlC-I0) be reQOIdeIl In the public remrd5i c. If It Is a foreign Imillld IIabIIlty mmpany, that a certified mpy of Its appllcatlon for registration (LlC-S) be realI dell In the public remrd5i d. With resped: lD any deed, deed of trust, lease, subordination agreement or other doaIment or instrument executed by such ImItI!d lability mmpany and pi es ented for recordation by the Company or upon whIdl the Company Is asked to rely, that such document or Instrument be executed In acmrdance with one of the following, as appropriate: Rrst Amerfam T1tIe .. .' o c o OrderMmber: _U771152 Page NIInbr. 4 16. (0 If the limited I8b111ly company properly Operates through iifflc:ers appolntl!d or eIeded pursuant to the terms of a wr1tlen operating agreement, sudl doc:ument must be executed by at IelIst two ckdy eIeded or eppoIntl!d iifflc:ers, as foIows: the chalrman d the board, the Plesidt:.1t or any via! pre!lidenl:, and any secretary, assistant secretary, the chief flnanc:lal oftIcer or any assistant treIIsurer; . . (B) If the HmIted liability company properly.Operates through a manager or managers identified In the artIdes d organization and/or duly eIeded pl.I'SUant to the terms d a wr1tlen operal:Ill!I agreement, sudl doaJment mustbe executed by at IelIst two such managers or by one manager f the Imlted IIabIIIly CXlI11plIny Plope!1y op6 ab with the eJdste.1te of only one manager. e. Other requIrements which the Company may IrnpoI;e following Its review of the mal8ia1 required herein and other information which the Company may require. WIth respect to aty d San BernardIno, a Munldpal Corpa alloll, we will requrre copies of the articles d organization, bylaws, and other gowmlng documents and any amendments thereto. other requirements wi. be made following a revIeYr d sudl doaJments. INFORMAllONAL NOTES 1. ThIs report IS preparatory.to the Issuanc:e of an ALTA Loan PolILy. The p10perty covered by this report IS vacant land. 2. Acalrdlng to the public records, there has been no ~ of the land within a period d twenty-four months prior to the date d thIS report, exc:ept as fuIIows: . None 3. Bask: rate applies. The map attached, If any, may or may not be a survey of the land depim><J hereon. Rrst AmerIcan eq., edf dIsdaIms any liability for loss or damage whld1 may result from rellanc:e on this map exOlpt to the extent CXM!I'age for sudlloss or damage Is expI essIy provided by the terms and provisions d the UtIe Insuranc:e poIlLy, If any, to which this map Is iltt....t.ed. FItst AmerIam 11tIe Order_ _1177152 PIge_ 5 o LEGAL DESCRIPnON Real property in the Oty of San Bernardino, County of San Bernardino, State IX Callfumla, described as foIIowsi THAT PORTION OF PARCEl 4 OF PARCEl MAP .00. 4840 IN THE OOUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PlAT RECORDED IN PARCEL MAP BOOK 53, PAGES 97 THRCltJGH 99 INCUlSlVE, AND RERECORDED IN BOOK 54 OF PARCEL MAPS, PAGES 75 THROUGH 77, INCUlSlVE, RECORDS OF SAID OOUNTY DE50UIlED AS FOU.OWS: COMMENCING AT THE INTERSECTlON OF THE CENTERUNES OF RIOiARDSON STREET AND OOULSTON STREET AS SHOWN ON SAID PARCEl MAP, THENCE s000l'5O"E ALONG SAID CENTERliNE OF SAID RIOiARDSON STREET A DISTANCE OF 477.58 FEET; THENCE !)89058'lO"W A DISTANCE OF 80.36 FEET 10 THE lRUE POINT OF BEGINNING; THENCE . N89"22'1O"W A DISTANCE OF 50.00 FEET ALONG THE NORTH SIDE OF SAID PARCEl 4; THENCE S2"52'2O"W A DISTANCE OF 75.70 FEET; THENCE 89"22'lO"E A DISTANCE OF 47.13 FEET 10 'rHE EASTCRLY lINE OF SAID PARCEL 4; THENCE N2"52'2O"E ALONG THE EAST lINE OF SAID PARCEl 4 A DtsrANCE OF 40.82 FEET; THENCE CXlNTINUING ALONG SAID EAST LINE OF PARCBA roo3)'51"E A DISTANCE OF 35.11 FEET 10 THE POINT OF BEGINNING. APN: 0281-161-47-0-000 c o Fltst A1r1erk:6n T7tIe o c o Order -= _U7782 Page-= 6 NO'TICE SecIlon 12413.1 rA the CaBfornla Instnlla! Code, effeclive January 1, 1990, requires that any title Insuralla! ampany, underwrltb!n title OlIIlJllIny, or controlled escrow ampany handing funds In an escrow or sub esallW capadly, walt a specIIIed number rA days after dqMft:h~ funds, before recording any cIowmenls In COI.1eCtIon with the lransac:tlOl, or dlsblnlng fIIlds. ThIs statute allows for funds deposited by wire trallSfeIto be dIsIused the same day as deposit. In the case rA GIShIer's checks or C8tIlIed checks, funds may be disbursed the next day after deposit. In order to avoid 1lIlr>e<! , ary delays d three to seven days, or more, please use wire transfer, cashler's checks, or certIlIed checks whenever possible. If you have any questions about the effect d this new law, please oootad your local Rrst American 0fIlce for more detaBs. FIrst Ametfcan 77tIe o c o Order -= .11-1l77U2 Page-= 7 ElClllllIl'A L.lSTOF PRINTED _II....UND IXQ lJSlONS (BY POIil:YTYPE) L c;AUFORJllA IMD TInE ASSOaATIIlN srANDMD ClOVERMlE POLICY -1_ ICIIEIlIA.! . ..........,~_ ClOVERMlE TllIs policy does not _ agoInst Io&s...-..- (.... the~ wi not pay tXlIls, __ reo. "'llllpOIlSOS) which... by........at: I. Tmls... ._Ib-...not_..........bythe......at..,laidng-.ythet__or ._..... ....lIftlIl8lyor by the IU*""'" Fr_... by. IU*_ which _ _In..... or "" I..b, or_atoudl "'........l!lS. _ornot_ by the _atoudl _or by the IU*""'" 2. "." lids, rIgID, Ir1III-., or _ which ... not _ by the IU* nllDds bIa _ aUd be _..."'" by .. ~..-., at the IInd orwhlch_beB81lodby_In,l . l~. 3. . 11IIlls,.............ib.___or_~.whIch...not_bytholU*....... 4. a........:It., _In~_shaotageln......~uad._b, or..,___ .amoct__-,IIIII which... nat _ by tho IU*""'" S. (0) u............ mining dIIms; (b).- .-..... ........In pIIIInIs or In Aaslllllaolm; tho ......... thereof; (e) _ rtgHs._ ...1IIe 1ll_._...nattho_<!lICI!plJIdundor(.). (b),...(e)..._ by the IU*_ UCI'__CXlVERME The -.g.-..... expreosIy _ _ the _ at tills polity 11III tho ~wI notpaylo&s........... tXlIls, -...,..reo.... _whlch_br_at: 1. (.)"."..... y....._..._......1IaIIllgIjIIIIon(lncUllng blanot_lllllollllngllllllllll1lng ..........._-. ......-) ....IdIo.... ~ ...._.. ...-...(I) tho_. ..... ....oJc.r._ilatthe Iond; (I) Ihllm.... ..._.........1oaIUon at ..,~...~nont_...__...tho IInd; (I). _.....In _16...... 0 cI1Inge In Ihll...._...... or_ atthe 1Ind... ..,...... atwNdt tho IInd ""'_1l1*I; ...(Iw) ....~...._... ..__, ...Ihll_at.., vtalIllon at these ...... 0.11._.00.... !fV'I"G'.NOl;lIU nguIaUans, er&:I!IJllD the ~thIt I naIIce d the 'Sll1u.__....., CI'. naIIte ria dl!ftJcr.lI!n Cl'enaabnn:e redIng - 0 _ orlllogod_ -.glhllllnd ..._........lntholU*nllDds atDoleatFrlllcy. (b) Anr_.....1IaI paIICIo _not_by(.)........ .....lIItho_thet. _attho_~.... _do -.....or_redlng_._...IIIogod_~thollnd...__lntholUllc_at_ dFrllty. 2. IUghIs at__....... nalIceattho_ _... _ _In tho IUlIc nllDdsatDole atFrllty. blanota:lUcltv - _..,-.g _...__ pnor III Dole atFrllty_ _ be 1lIndIng... thotlghlsat. ...-rar...._ ~ 3. -......_..-.____or__ (a)_..._........In...IU*MDdsatDoleatPcllr:r. bIa..-....-..ed, _ ...1Igloed1ll by tho _-.; (b) nat_..tho~. nat_InUlelU*nllDds at Dole dFrllty. bIa_1II tho__.... not_In Wlllngllltho~bytho__prtotllltho_tho___..__tlllspollty; (c) redIng In no Is... __III tho _......... . (cI) IIIlad1Ing or....... .__...." Dole d FrlIty;... (e) redIng In Isor-..-__ not___ Itho_ _hldpeld_tbrtho_lllIIItgIge...tbr ..._...__bytlllspollty. . 4. u............" at tho .... dthe _ ~ becIuse at the ~... Mn at the _ at Dole d FrlIty. ... the 1nlIbIly... _d..,-__-.t-atthe .-.dI_"GlI1IIIIi'_...,.,......"doIng __..... attho_1n which tho IInd Is -. S. ~.............~attho....attho_lIIClltgIge,or__.__cMattheb__._bylhe -~IIIIIIs"'-,,,,,,,,,,,,_,,,,,,__,"'_InIondlng""'. . 6. Anr-. _....._atlheL__. -.glnlhe_the_ar --br_poIItyartheb__.a-.g tho_attho__.by........dlhe__d_~.__ltYor__rIgh\slaws. I. 2. AMERICAN LAND TInE AlIISIDaA11CIN ~ _ 51'01.1CY......-1I7O ICIIEIlIA.!OF.......-___ _...u.............._ ............(Inridlgbatlllll:_..IIoIIIIng....lIlII1Ing y"'__) resIJIlIIng or~ ar ...._..lhe............. ...ar....i_tat........ ...~ ,,_. ......1St..orloalUon at.., ...._t_... __...tho.......- jIIo1_00 .4Il-"'1n"""~ar. nd.db11n tho .......IIIo..d_ at tho IIncI, artho elI8ct d ..,vtalIllon at.., oudI .....llIlIIwacr .......~_............. IUghIs at__ or_....... ""*atJlClllcepcllll!r......_ at tho _ atsudl rIgh\s_1n tholUllc_1t Dole d frIIcJ. . -. ............-..........-........_(1)..-. --. - "'1Igloed" bylbe _ -.; (b) not ....." thoOllll*lr IIIIIIllII: --. by Ibe""" __Id_" tho Inand doIn8lt_ItDole at FrlIty..-1t tho dole oudI _.........._..._Inand by tills paley'" Idolsdaoed In IIIIng by tho 1nand_1II "'~pnorlll tho - oudI _ __.......... _ """"*; (e) __In no Io&s ar-..-lDthe _......... (d)IIIIdIIng... 2. 3. FIrst Ametfam TTtIe o c o Order NI.mber. SSlH177l152 ... NI.mber. 8 CIl!OtI!d IIlIlselprlllD DelIo d PciIty; at (e) ""'"""" In loss at damage "'*" ....... not hIM! been..-.....II the _ dolmant had \lIld ......forthe_at__ by lhIs policy. 3. AMI!RICAN IMDltlU JlSSOCIAlJDN _'POUCY_ B-lJ7lI WIllI U8IOfIAL ......_ WhEn the Amerlcan Lond 11Ie _ policy Is used as. _ 0Mrage PdIty end not as In Extended 0Mrage PdIty the eIIdusIons __ In -"Ph 2 eIlcNe _ used end the -.g ...........lD _.......In the policy. SCHiIIUt.E B ThIs polity does not Insln ega/n5l1a6s at damage by........ d the _ sl-.In I*lS ClI10 end two ~: PartOne I. 2. 3. 4. S. 6. TIDes at .~"'__Illll_as-.glonsbythe_donylillllnglUlhclrt\'lh8t_""","at ,~"'on"'" poporty at by the IU*- ,.., r-. righIs, ~...doms _ _Illll_ by the 1U*""'!'ds1M_ CilUdbe _liII>..d by.. .~.dlllid lend at by IIIIIIdng InIP'Y d.......1n , , ._. ~I ........_d ,~t..._.....___notsl-.bythepublC_ Ilbu....... aI'IlIds In IJoonIloy blf, __In..... a~"""..~'" at ony _ fads _ . CXJm!d SIIM!\'...... cIIscIoso, .... __Illll_bypullllc_ u............. mInInQ doIn1&; ......_.... ............In .............In Ads d1arIzIng the Issuance thenlof; ....... righIs, _... tIlte lD ........ . ,.., lien, ... rlgIt lD.1en, for...-. _... _1.,d>.Io.c'" hereal\I!< lim!ihed, ~ by law end not sI-. by the puIIlIc - 4. AMERIICM INtD ltlU ASSOCIA11IlIN LOAN POUCY -U7G WI1IIA.LT.A.___Il'_l_ SCHElIUUOFfJIIa.____ I. ,.., law, ordnInao ... _...~1bII ~ (IndudIng 1M 1llll_1I> IddIng end 2IllIlIng .dIi__) resbiliIng... RlgI8IIng at ..~....the~f IR .~"flthe..... arRlgl8llng the dIncIer, .....gcrlDalUcn dlRf Ii......~ltnow CI" hereal\I!<_ on the......... ...._... ............In _......... at.-.lnthe....~....... at.. dthe...... ...the_d ..,._ Clf..,._......._~.. """,...~......-. RiglJlsd__at,..............JlFtsClfpolloe___Clfthe_Clf_JlFts_lnthepullllc_lIl DelIo Clf Mty. ~..... _.....-._c:Ii*1II,at__ (.)er-...... _........lI>bythe_cIlIIII*It,(b)1llll -""'OIIIII8orlllllnt_,,"'puIIlIc_IM_""'___lIl_ClfI'lllty...lIlthe__ ___.._...__.,....paIcy...__the_.....lIIlItIIlt_lnwrllng.,the_ -..theOlllapMrpllor....----_..__.(c) IedIng In ......atdamage..the -doIn8Il;(dl__.....--___......dPdlty<-......__.._honIIaslD..-, ....lllr_..._at1D.._lnsonnt1!ls_honIIas.. ~"lllr_,,,,_,~""""_at ......,.. ".Dllled..,. . ......... . ...,Clfthe....d..____-"'-dthe-lIlDoleClfMty...deny-__oiot-Clfthe L~_..COlIIIpIJ_...,...~...."doIng_ _dthe_ln_thelendls-. 2. 3. 4. 50 A_lNtDltlU ASSOCIA11IlIN LOAN POUCY-lt7G WI1II_~...... _lheAooootcenLond1lllo & .... LendorsMtyls used as. _OMragePdlty end not as .. __0Mrage Mty, the_ __In .......... 4_"" used 1IIlI"~ ................__In III poley. SCHElIUU B Thlspalcy.....__egoht......damage.,........Clf.. __In 1*I5....1IIlI two-.g: PartOne I. TlDesat -.__nt........as-.glonsbythe_ClfonylillllngUllarlyIlllt_"""'"... _..on..... -"... br"puIIlIc- 2. ,..,r-.righIs,~ ...___Illll_brthepullllc_lM_aUd be_lIL..d by.....-.dlllid lend ... by IIIIIIdng InIP'Y d.......... I . ._. 3. - -...." ....- - -_...__.,....-_ 4. 1lbu.......ClllIIIIds "'.....,. blf,sIIorI8geln .....8"'_....... ...ony_fads _. CXJm!d.....,...... cIIscIoso, IIIlI _nnal__br.-_ . S. u.......... "**'II doInB; .__g. .......... klJlllBlls ..."'_.....IlL....1ssuance1llooo!ol; _~ .......lIIelll ........ 6. ,." lien, ... right lD......lllr sor.taos, -... _ Jh......c... hereal\I!< I\mshelI, ........,... end _ _ br the IU* - Rrst Amerfcan 77tJe Ordortbnber. "'1177152 Page tbnber. 9 o 6.AMEIlICNl UNDTIIU! JI5ISOCIA11DN LCWIII'llUa-1It2 WI'Ill A.LT.A. _I\IIIlWB _lcxM1RMlE -=wn......... ~ c The fuIawIrv - .. ......-stY""*- t\'om lIle awnge dlllls poIty III1d lIle CIlmpany wi net Pill' ....... __lIlOII, lIIlIlrnejs' fees... .....,...wItio_br_or: . 1. (.) Ally"', g"'--" 900~'.""""'- ~ bitnet tnII!d lD buIlIng and"'"*'G .......w.._.... or reguleUans) .....kIIo.......... po-oil.......... ..(1)lIleocialponc:y,....... .........tdllle -...; (I) ,,_. __... -. II .. ~....-a._...... or........ ......1I11he IInd; (11). ........ "'__4. ar I dwlgeta the ._....... flthe.... or 1Il\'..... d_lhe IInd Is..._. 1*1; ...OOewlw........P.-......lhe6:td..,--.d.... g.._....... ......,.-l1li nguIoIlont" "*"'IlllDlhe__. _dlhe ~""__I._"'. _d.~................. ........-.1iIIlIIIIII.......---...........-..........tdIc__._dfllllq; (lI)AlIyglll .lidpallae_nat.......br{ll)...,"*"'Ill....__._d..__...._d. ~.......-....-.--....IIIIlged--.~..IInd__........"...pubIc_lI_ dNlJ. 2. RIghlsd----dlhe____....."..............._dNlJ.ldnateddng - awnge.., IIIq - "'-pdor"- dNlJ_ Mdd Ile -..... "'lIIINsd.,,- b...._ I. ......... . 3. OoBlI,"iionI.___.......dInI"..._...-..s: (.)-..... lOt....."........ ........._dMq.blta-., .........._............ brllle- dim8t; (b)nat.........""-'r,___III........__._d-,.ld.....",...__...__1n wrIIng ....~br..._-.........._lhe___.. __lIIIspolcr, (c)....In........__....._~ (dl__..-. - . ",_tlf~........__...~__...pdallJd1lle1".."..._. ......._..-......fir......_.-........__Is......_... _"b_ .......... - __... : '.....dpallU... (e)....III.....__--_-__r...__IIId_-fir...--. . 4. lA_....~ dlhe....tlflhe _ ..............dlhe .....,...liIandlhe_._dMq, ...lhe.....,. Mnd..,a.......-t_dlhe.__ ..__.........a......."tllmg_ ...",.._In_...llndls -. S. ~ar..'" .......",lhe...d...__'. l~...-_,__autdlheL._.-.ae.lbrllle -............__uuy.....__.._.._In-.g.... 6. "" -,....fir...... _..._(Gr...-tlfplDllJ",..-,....firlllwbs, _...__......", lhe -1IIOIllIIIIe)nIng-.. ...._.~...Il...-"_..lIlellnd _"_oLodlod band__ooed . r-C"_ dMq.....__In_.In_br..-",...-' .....,-__br..._......._._dP*y ...-...-............- 7. Infdlln\, __GIIl"'...._ ._a-.g "_d..._",""",,_ brthls poIty, br- dlhe......- II -"~,----.q,.--IIIINs._"_CIII: (l)the'_...dL.Cllllllng1he~fI'IIe""'4. _ _ ....~a6.nll.tI..-_ . __balUsthllslls;. (l)lIle.............. dllle_dlhe _..."'"""".._d......a....' .d..._d..-................. OOlhe.---a-.g..._II..._""""'"-IleIng_....g...._...._...r4"'~.... ---...- (.)......,_..._d....-, ... (b)"'_._.......ID~_ID...-fir....ara~ar..._. 7. AMERICAIl UNDTIIU! - n DCIA......- -.ICY. DR .wnH.......~..... _lhe_laIlI1IIo- .., .poItyls_..._c-ageMq"'nat...__c-ageMqlhe___ 1n_~.6__"_"''''-.a~."_",,,lnlhepalcy. -. lhIs poItydoos nat _ ogoInot _ ardallllge ("'lIle~" nat..,-.lIIlIlrnejs'.......e.,--o) __ br-"" L n-s... ,lts_...nat_.-.g....bi..........",...-.~_IowIes_ar _.......... __.br........- 2. AlIyfadr, oWIIs..--. ardllms _... nat_ brllle..... _blt",*,,_1le ~..."'" br.. ...-,..1I1lIiI ....... br -.0 '""*' II_Ill r. . '.......,. 3. - ........_d_...- ......._..nat_brllle....._ 4. llIa._odb.,.....lll........,. bl,1hartIge1n_ _~_...... ...,_kls _. -"""'"V'Mdd-. and _...nat_br....._ 5. Ut.....W "**vdllllls; .__..-.....In......ar In Ads ~ lhe -theIeof; _ rVII5. dIIms ...lIIelD _. 6. Ally.... ar ditIllD. ..... fir...... _ Gr _ tI...41.................. An1IIIIelI, ....... br...... nat_ br lIle pubic - L AfIEUQN ~TIIU! 'lSlSDaAliDIIlIllla:sPGJCY._ o FIrst Amerfcan T1tIe o c o 0nIer-. -.1U7I51 PIge-. 10 iXa'__CIOVBWI! n.-.._... eIlpIeosIyoooluded_ tho....... oflllls poley and tho~..notJl8y.......-.-,...... -...,so_... __--..-or: 1. (.)Any............. ..._'.,_..... nlgllIIllan (h:UaIg bit not _lD IUIcIng and 1IlIq...... 00........... ~ . a.._ _ - a.. .--- .......tD(I)............."UII!,lI"...._..flthe_(I)...dwKbI',....:;u.....arlaalland ...,..... 1_. 1InIllIor........ III ....lond; (I) a___... ow_41"'.. d8lge...... ........_. _ of......... ..., ....of_........ ..._._. (Ilf) ....w._IIII.................-..:t of.., WlIoIIDn of_...... 006_..... ......_..... ~ eapt..1IIe .4..oI....._or....... - ....."...._".*IIlt, .........-._ ..........lIIaIIlIon.......... WlIoIIDn......... _...................... allllll of Mr. (b) Any.......-..... police pcIlIII' notedlllod "(I) IIIIIol. ........._... _or.. ...._. ._" a ..........-....... ........._........._-............__11I......._._ of Mr. 2. ....or____or..........."............. .............. DIIIII of Mr. bltlllll-*dlg _ _...,-._.._......._of"*'__...IlIndiIg.........".....:I..... ........_ '1Ina. \jl 3. -.....__..._~.Glher_ (at..-.-.-..~...,...-......... (b) _'"- .....ClaIIIpMJ._.............. _ alllle of,,*,. bit..... ..tho.... _and notclsdaood .-. ........QIIapanr.....__........._..___.. __lI1IIpaIty; (<)....... ................-......... (eI)~. _-.....,-t..llIIIlofNcr.. (.)................--not-..--ltho--Ilod_............-...-_ .......-,aIIq'. . .4, ",,-._....._of1lle~..-. -....._...._.__ "lI1IIpaIty. ,,_oftho--. of .............." _.......""................... -. ....._ III: (I).....-..-.gtJe_..__....poIty1lelng_._.... L. _lII'_""'-";. (l)theL_ .. a-.gthe_...__..lI1IIpaltyboing..................._..._the............. --.......- (.)......,_..._ tor...... (b) or_ .__...np.t_ ...,................ .jul9noIIl....._. t. IV __Al..-1III.E nlXJATIOII.Ill1lb... luauc.,. un WIIH IIIIIOIJIV'lL CM.CI""I_ _the_lIIldllle...... ... . paIty.. _1$' -c-aoeMrand not... __ cc-age Policy tho _1It_ . ............ '_..._and tho ~ .......- "_""I"""'. II> ....JlllIty. sa-.: . -JIIlIeJ....._-...-...--(and...O""'.. ..natJl8y...... -...,so_.. ......~)_......_or: PlotOne: I. T_.. _..._...IIIll_.-._..tho_of..,-.gllllllldylhlt.............. ._......... --..........- . 2. Any fadI, ...,........... _ _...not _..the poAlIc _ bIt_ add... _Wood .... .....-,.. of Slid.... ....-.""""of_... ......". 3. - ._of ..... _-"_...__.....,.._ 4. a...._ ..... ........IlaIftBy............... ....._._........,___. _SUM!\'_-,and _nllllt_"",_ S. U.........dJbs; ~....._...-.qIlIl._.pIII!nIs... .-._-......the_--=_...-. _...... _. 6. NIt.... CIf olgIIt.................""., _CIf_ .__c..._....................and not_...tho..... -.Is. . 18. MIEI'JIirM UND'I1R2 ASSDClATIOIIII- --.aM. TIIU _MClI'lILICY- UP .,...-.we In _III tho ~... SdIOlUe 8, "'" ...not_ agIInst........... -...,so _ and__.....-: L 0..-._"'" paIte pcIlIII'. and tho_..._ of...,..... ......._1..-. _1n<bIes1Ulclng and IIlIq ""........ and...... and....... __..... · .... .. · .... dMsIon . ~.a.....llaillll.cntbeland .....l4,.......~, _1IIbian does 1IIlt1lllllf........... \he ."_..t or..... _ _................ _It Faley IlIle. 1IIII111bian .....1IIlt.......1IlIq _ dosaIIod...... U and 13 or~ 1110-. Fftst AmetfcBlI TltIe o o o 4. 5. 6. OrderNomlor: _1177152 Poge Nomlor: 11 2. The ~to _ "'" fond br ........... t. unless: . 8 _ at _dsIo.. ""'~..,.,.. n "'" JQlIc...........thO PIlley Dole · "'" -.u1lllllPened prlar to "'" PIlley Dole IIlIIIs binding ... you If you IloI.91t "'" fond _ -.; af "'" bIIcIng. 1110_ .lhlIt... CIl!Ilbld, ..... ......1Il br you .lhlIt... _to """ 1M not to us,... "'" PIlley Dole - .....lhey -"" In "'" pltic........ . that_In... ....1Il,... .lhlIt lht III'ecl ~ tile _ "'" PIlley Dole -lhIs does not ImI "'" Iobor 1IlII_'" aworage In hem 8 af CcMred TIle _ FtIIIlireIllPIY_far~tIle. l8ckaf8 rtghI: 'to 811t'fond adsIdo""'......-. _lilli_to In hem 3 atSdElllleA,... .In...-........ ~."""lhlIt_~fond 11IIs exdusion does not ImI "'" _ _In hem 5 at CcMred TIle RIsks. 3. 4. 5. 11. EMLE PIlOIECT1lIN 0WIlER'S POLICY a.TA_IlIb($POUCYOF1l1U! __VICE -1_ ALTA__SPOUCYOF1l1U!_III_IlCE_I_ Omnd - 14 (SelNII_..... VIoIodo8).I5 (B8IIdI8a r.r.It).l' (ZMIocI- U or--.,......,...... or -l.. oUjoct.. ---- ...---......."UoIIIMJ ~ 'mclIlS In _Ill "'" e...,Aiu...1n Sc:hedIE B, you.. not _ ogaftst..... a>SIs, -......... ond __ resuIfng!ian: L _,._....paIIol!_.8lld""'_..._at..,Iaw...__~ 11IIs_wclo_""",lMsand ...-,.......;.....,,: . L botiIg b. ""*'9 c.fond.... d...Ijlo_"..i1s..."",..... e.1Ind cIvIsIan f. erMUI.III31,d1 ....~I 11IIsexdusiondoesnot"llllll' to _...""'.........._t atlhose_ If _ af"'" -. oteoillll""...t_1n lhe NIIe_lItlhe PalcrDole. 11IIs exdusion does not ImIlhe _ _In CcMred _14, 15, 16, 17... 24- -,...., atV....-.__... ..,l8td......tobe_1n ..........~ wIIl"",,- botiIg....... 11IIs ElidJsion does not8pplyto_afbullllng...... If_at""'_ _In lhe NIle _lItll1e PIlley Dole. 1l1e ~ to _1I1e1lllllbr ......._110.... unless: L l_af_.....""'~_In""'NIIe_lIt""'PIlIeyIlllle;... .b.lI1ebllclng....,....... _1I1e PIlIey_1IlII1s blndlngcmVau IfYau""""1I1e lInlI_"""""",atll1elillq. -= L lhlIt......................-to br V.... _ II< not lhey _In lbe NIle Rmxds; b.lhlIt..._1I> Yau lItlbe PIlley DIlle, 1M not II> lIr,.....lhey _In lbe NIle _It"'" PIlley IlIlle; c.1IIII:_1n.......IIlYau;... d.1IIII: lht _ IIWII1e PIlley Dole -lhIs does notlmlll1e aworage _In CcMred _7. 8.d, 22, 23, 24... 25- _II> PlY_far V.... 11le. l8ckaf8rtgh1: L to8llt'1IIlII_................ _1liii_ton............ 3 afSc:hedlEII; in! b.1n...-........ _ J~ lhlIt_....L..s. 11IIs exdusiondoes notlmllhe__InCcMred _11 or 18. 2. 3. u.___'QWl~_POUCY RIEIIIClllIUlE1l1U!AISlIaA1IOII___..... ...aw._ I'OLICY (111/13101) ~,---- The-.g_............,___ ""'_aflhls paIity 8lld ""'~.. not PlY ............-. a>SIs, -..evs'........ _whih_br-.at: first Ametfc:4n T1IIe :" o c o 0nIer-. ....117710 ""'" NIInbor: U 1. (a)AnrIow. -....... "........_,w~ (h:Iodlg~ftltlmll!d lDlIuIdIng lIld ""*Ill...... w.._..... .....-,s) 1l!!IlItcalg,........ .....-............ '" (I) ..._. ...... ......_olaf...1ancI; (I) tIIe__. .............._ af q bpIl>-_ol_... _ __...tIIe IancI; <->. ....._. In_.......... dwIge lritlle..._......... _ aftlle UncI ...q......af_...UncI .....-._...M g","w.._,w .......... ......lIJslaf..,___..... "'..__... _........................ OIlIlIllt"'tIIe __. _ af...glll.__Ihnaf.... _af............enlIIIIIInnlle __thlm ._...IIegod_-....UncI...-..-.IoIIlntlle__Il_af-.,.1No_ __..._..- . 'C ......U,IS,14_U6_"*'. (b)/nt........ . .jIlIIl2_..........,OO*""'OIlIlIllt"'IIIe_IIIIl.__...eedoe\hnaf...._af. -......enlIIIIIInnlle__.... ............1Iegod _.......tIIe_ ...-.18mIIIld In"'_ ___ af~.1No_-ftlt-..._..-.....~_u, IS, 14...._........,. . .... af_...... ....._af...eedoe......"........-.IoII In"'____af~.ldftlt""" thlm_q....._..._pItor"'_af-.,__Ile-.......~"'....-Iar__ . 1 ~ . ~......--_.......-..._- (.)..........IIlIInd,.................,... -CIIImM; (b)ftlt_"'lhe~.lIIll8mlllldln...____af-"I&t_....._~_ld_In wDlgIII tile ~"tIIe"""~pItor'" ..._... _0III0Ift__........ .....tNstdtY; (c)......In................._~ . (4-*1........ . " "..---.(IIiIs~~...---..._..--o-.d-..lli,llI, llI,.~~~~~-~... .. . (8) ..................____-. _1f..._Cllilldhldpllll....1ar "'_1lIIlgIge. u_,.,~ .............._.................~..._.....___"-.. ......-,... _"'..,.......-_"'...~__ ..GIIII1Ir_...,.......doIng__......_In_..lIndls - ......_..AI>. ............."'.._11 _ _"..._~tIMdI__"'..." .... II ....,tIIe _............._____..........."'o-.d-71....,__............._..-._. ____... M"'..,. .w__--.........UncI.....,..."'-"'~.1l1Is _____...___-0I00IIIlI-7.......... Anr_af.-.,,__.. ........IId<"'......,"'....."'..._MarlgIge..._... -"'I' .__tIIe _...~_.._......SdloduIeAIs..bIgor.._"..._...__.,_.......1No ___IIIl_"-.__iII~-". bd<"'......,_......"'..._.........._lIld_-..___"'~.lIld.._cI8IJI!d ~_......- . __1IIlI__-..D,tIIe___...._..tIIe_1l: (.)--"'...-....... (b)-_..-- .......Is_..tIle_......_MarlgIge_~..._af_d8gelI, r..._af_ Is~.._"'''' - - ._a__............ -'. .-------..-..--.. __aftlle.""" . "~.","""'Ihnaf.._...._~......_OIIeaf~"'_"""_ ..........................1lIIs____...." "'_aflluldlngmdos r_"'tIIe__In...__ lIt_af~ 2. 3. 4. 5. 6- 7. .. 9. SCIIEIIUU . _"'*'___IgIInot.......__(IIIlI...~..IIIl,.,...................... . .......,__lIr_or: 1. _-..-.a--'_"'_"'_l*laf...H.TA8.1 n_.~....,wp..-.1Ien a....__t._..._ .....1hIs Pdty-.._ ;l8afc-..s _ HOlE. . D.~_ .....8ICIE.........:rju- -.....'IIII.E l~'__DI J...I..:::. CDIlBME'- ........--,...toAII M.ItY(UIWG) WII1I~M.~I_ Whl!ntlle_UncI1IIe........ .....~_ &lGII:.........._Is_.._CIioeage~lIldnat..._ ClMnge -.,tIIe-..... __............ U_...._lIld...-. .........__"'.......,. SCIIEIIUU . 1l1Is",*,_nat_IIglIinIt.",d;moge(lllll"'~" _,.,..... ................... . ......., __.,_ or: !'atOne: 1. _.. _..._IIeIllll_.-.a......,..._af..,~.......ayIllll_....... _""....... ..-..IIr............. 2. /ntflds,...__...__....ftlt_.,tllepublc_ld_lIIIIdlle_.......,..~~"'saId.... ....,-.~"'......"'I. . Ihnaf. 3. - ~..._", ....-.. _....IIIl_IIr............ 4. a.....-..:Ie4,_ In IIalnIory "- sIlorlIge In..... ........d,",,", .....,___. ___-dIsdase, lIld -.. --., pubic...... FIrst AmerlaJn TlIJe .. .... o o o Order NIIlIber. _U77t52 Page NIIlIber. 13 s. u........oIl:d "**'!l dIIhs; .~ ....... ... ............ n plIlInIS... n llds IUlhortzIng the IssllIlc:e tI1erelt; __ ~ _... tIlIe 111 _. 6. ,.."....... ~ 111. ......... oeMc:es, _...I1llIIBlIlI.....dlIuot..............~ ~ by law II1d not_ by the pomIIc .-ds. PlltlWD: 1. 1he~ t!IlIsIIrv __ ............lD_.....-plKtdtheALTAB..1 en..o..._.... p,.-.,LJon e...........n:k_....... illD l11li PIlIIcy -.g 11m 28dClMnd RIslcs: None. First Amerfam T1tIe