HomeMy WebLinkAboutR10-Economic Development Agency
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DC! E LOP M E II r D E PAR r~ R r
OF TIlE CIT!' OF SAIl BEIllWlDIlU
REODEsr FOR COIMISSIOII/COUl'lCIL ACTIOR
From:
KENl'lETB J. HENDERSON
Executive Director
Subj ect: Il'ILAl'ID BEVERAGE FACILIT!'
PURCHASE Al'ID SALE
A~.[
Date:
November 25, 1991
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SvnoDsis of Previous ComaissionlCouncil/Committee Action(s):
On October 16, 1991, the Redevelopment Committee took action
recommending to the Community Development Commission approval of the
acquisition and purchase of the Inland Beverage Facilities and that
this matter be forwarded to the Commission upon completion of the
appropriate purchase agreement.
On November 18, 1991, the Community Development Commission continued
this item to December 2, 1991.
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RecommPnded Motion(s):
(COIDImitv Develooment Co_ission)
MOTIOR A
A RESOULTION OF THE COMMUNIT!' DEVE.OPMENT COMMISSION OF
THE CIT!' OF SAN BERNARDINO, CALIFORNIA, APPROVING THE
ACQUISITION OF CERTAIN PRO PERT!' LOCATED IN THE CENTRAL
CIT!' SOUTH REDEVELOPMENT PROJECT AREA AND AUTHORIZING THE
EXECUTION OF DOCUMENTS IN CONl'lECTION THEREWITH.
MOTIOII B That the Community Development Commission authorize
payment in the amount of $10,000 to Golwix Investments
for real estate consultant services.
Adm~ator ~Oll
Executive Director
Contact Person(s): Stafford Parker/Jim SharD
Phone:
5081
Project Area(s): Central Citv South (CCS)
Ward(s):
One (1)
Supporting Data Attached:
Staff ReDort: Purchase Aareement
FUNDING REQUIREMENTS:
Amount: $ 1.285.000
Bond Proceeds
Source:
Budget Authority:
Commission/Council lIotes:
KJH:JWS:lag:2209J
COIMISSIOII MEETIl'IG AGEl'IDA
Meeting Date: 12/2/1991
Agenda Itell l'Iumber: L
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DEVELOPMEBT DEPARTMEBT
OF TIIB CITY OF SAB BBJllfARDIBO
STAFF REPORT
Inl_nd Beveraae Facilitv Acauisition
The Development Department previously received an offer to purchase the
property known as Inland Beverage Facility located at 223-227 South "G"
Street, San Bernardino, California. The proposed acquisition is part
and parcel to the assemblage of properties required for future
development within the Central City South Redevelopment Project Area.
Staff has prepared an informal in-house appraisal establishing the value
of the property in the range of $1.1 to $1.4 million dollars. The deal
points relative to the proposed transaction are as follows:
1.
Seller:
Mr. Thomas C. Mason, dba: Inland Beverage
2.
Prouertv Location:
223-227 South "G" Street
San Bernardino, California 92410
3.
Assessor's Parcel
IIuIIlbers:
0136-101-24 and 0136-101-27
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4.
Prouertv
Descriution:
Approz1mately 2.18 acres of improved
industrial/manufacturing land with
approximately 39,139 square feet of
warehouse industrial structures.
5.
$1,075,000.00 all cash.
Tenua of Sale:
6. Sales Price Consists of:
a) $1,075,000 land, structures and improvements.
b) $200,000 as and for a contribution towards the environmental
remediation of the property to be paid through escrow.
c) Seller and Inland Beverage Inc. shall, at no additional cost
beyond the sellers contribution from close of escrow, guarantee
to proceed and complete the entire environmental remediation of
sald property in a expeditious and timely manner. Mr. Mason
has given his personal obligation to remediate hazardous
materials from the site to the standards and satisfaction of
the County of San Bernardino Environmental Health Services
Department and the Federal Environmental Protection Agency.
(The agreement is reflected in the attached Exhibit "B" - page
8, Article VII - Environmental remediation - Section 7.00.)
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KJH:JWS:lag:2209J
COMMISSIOB RRBTIBG AGBJmA
Meeting Date: 12/2/1991
Agenda Item Bum1Ier: 10
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DEVELOPIIIJr DBPhUIIUI.L StilT REPORT
In18Dd BeTeraae Facility Acquistion
BOTember 20, 1991
Page lIlaber 2
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d) Seller shall retain the option of a six (6) month period of
interim occupancy of said premises from close of escrow at no
additional cost.
e) Seller may exercise an additional six (6) months extension
beyond the first six (6) month occupancy period for the sum of
$5,OOO/month rental upon bUYer's approval.
7. Date of Closina:
December, 1991.
8. Additional Detai18 to Close of E8crow:
a) Seller retains full responsibility and guarantee of the
completion for the site remediation and closure.
b) Seller requires the Department to provide him with a letter of
condemnation at the time of closing.
In conclusion, the proposed acquisition facilitates the accomplishment
of three (3) major goals within the Central CifY South Redevelopment
Project Area, as follows:
1.
With the purchase consummated, the seller shall relocate to
another site within the City, which is more conducive to their
warehouse and distribution activities. This matter will be
formalized as to the specific location and related time periods in
the negotiated purchase agreement.
2. The seller is the last user of the Southern Pacific rail spur in
the area. Southern Pacific Rail Road has given the City a
commitment to physically remove to Colton its trunk and spur line
from the district upon the termination of its use by the seller.
3. Conclusively, the acquisition is part and parcel to the continued
assemblage of properties required to promote and ensure the
further development of the Southern Pacific property and the
Central City South Redevelopment Project Area.
On October 16, 1991, the Redevelopment Committee considered this matter
and took action recommending to the Community Development Commission
approval of same. In addition, the Committee directed that this matter
be forwarded to the Commission upon the completion of the appropriate
purchase agreement.
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KJH:JWS:lag:2209J
Co..uSSIOW IIBBTIlIG AGDDA
Beeting Date: 12/2/1991
Aaenda Item Wullber: -10-
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DBVELOPIID1' DBPAiu.n6ai STAn' RBPOft
Inland Beyerage Faci1i~ Acqaiation
November 20, 1991
Page lIuIIIber 3
Based upon the foregoing, staff recommends adoption of the form motion,
which includes compensating Golwix Investments in the amount of $10,000
for real estate consultant services rendered to the Economic Development
Agency in connection with this transaction.
On November 18, 1991, the Community Development Commission continued
this item and requested staff to perform the attached analysis (Exhibit
"A") of the subsurface investigation.
~ON' B:l:ecutive Director
Development Departaent
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KJH:JWS:lag:2209J
ClHIISSION MlBTIBG AGBlfDA
Meeting Date: 12/2/1991
Agenda Itea lIuIIIber: -10--
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Inl_ftd Beveraae Facility Acauisition
Aft-lvsis af Subsurface Investi.ation
In the sprina of 1986, Inland Beverage Distributors decided to remove all of
its underground storage tank facilities. In the process of said removal, it
was discovered that there might be potential environmental contamination
caused by the onaoina leakage of said tanks.
In the winter of 1986, a Phase I subsurface investigation report was completed
at the sole cost to Inland Beverage of approximately $150,000. It was
determined by this report that there were elevated levels of identified
priority and non-priority pollutants. Furthermore, it was concluded that
there may be a potential of non-identified elements of ground water
contamination.
In August, 1987, additional borings, soil samples and the installation of
monitorina wells were conducted on the site. Information produced by these
actions was analyzed in a Phase II Subsurface Investigation Report which was
submitted to the County of San Bernardino Environmental Health Services
Department for its review and comment. The Environmental Health Services
Department prescribed the continued ongoina monitorina of results provided by
the monitorina wells to help determine the degree of remedial action required.
In an effort to quantify the monitored information, a "Results of the
Reconaissance Gas Survey" report was prepared for I\lland Beverage in July,
1991. The results of said survey and the previous Phase I and Phase II
subsurface investigation data was used to produce an interim report known as
the "Assessment of Subsurface Petroleum Hydrocarbon Contamination" study. The
conclusions of these reports and the previous data is that there are elevated
levels of some identifiable pollutants. In addition, there is evidence which
suggests that mitigation action of elevated concentrations of fuel
hydrocarbons in soil and groundwater in the immediate area of the previous
tank installations may be required by the Regional Water Quality Control Board.
It is Staff's understandina that a final work plan for the additional
assessment and remediation has been prepared and submitted to the California
Regional Water Quality Control Board and the County of San Bernardino
Environmental Health Services Department for approval.
In an effort to expedite the proposed actions, Mr. Mason of Inland Beverage
has secured a contract estimate for the site remediation and closure. The
cost of said plan, which is in addition to the previous total expenditures of
over $150,000, is approximately $227,700. Said action is estimated to take
one (1) to two (2) years to complete.
SMM: lag: 2203J
EXHIBIT "An
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Item:
Exhibit -A-
Action to
be Taken:
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COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO, CALIFORNIA
AGENDA
November'18, 1991
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO,
CALIFORNIA, APPROVING THE ACQUISITION OF CERTAIN
PROPERTY LOCATED IN THE CENTRAL CITY SOUTH
REDEVELOPMENT PROJECT AREA AND AUTHORIZING :THE
EXECUTION OF DOCUMENTS IN CONNECTION THEREWITH
Purchase and Sale Agreement
Adopt Resolution.
Certified copy of Resolution to be re~urned to Saba , Green.
IBIlOIOOOJISJI
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RESOLUTION NO.
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO,
CALIFORNIA, APPROVING THE ACQUISITION OF
CERTAIN PROPERTY LOCATED IN THE CENTRAL CITY
SOUTH REDEVELOPMENT PROJECT AREA AND
AUTHORIZING THE EXECUTION OF DOCUMENTS IN
CONNECTION THEREWITH
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7 WHEREAS, the City of San Bernardino, California (the
8 "city"), is a municipal corporation and a charter city duly
9 created and existing pursuant to the Constitution and the laws of
10 the state of California; and
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12 WHEREAS, the community Development Commission of the
13 City of San Bernardino (the "Commission") on behalf of the
14 Redevelopment Agency of the City' of San Bernardino (the
15 "Agency"), is a redevelopment agency, a public body, corporate
16 and politic of the State of california, organized and existing
17 pursuant to the community Redevelopment Law (Part 1 of Division
18 24) commencing with Section 33000 of the Health and Safety Code
19 of the State of California (the "Act"); and
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21 WHEREAS, the Agency has determined that it would be
?? desirable fo~ th4!l ~f!el'ey 1-0 lie'!"!:>"e l':",...tain r"'l"J p1"rpe:>"ty ana
23 improvements located thereon which real property and improvements
24 are generally located at 223-227 South "G" Street (the
25 "Property") for the purposes of assembling such Property for
26 future development in a manner consistent with the Redevelopment
27 Plan for the Central City South Redevelopment Project Area (the
28 "Redevelopment Plan"); and
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1 WHEREAS, the Property is located within the project
2 area subject to the Redevelopment Plan and the Redevelopment Plan
3 provides for the acquisition of land within the project area for
4 redevelopment purposes; and
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12 WHEREAS, the total purchase price to the Agency of the
13 Property as set forth in the Purchase and Sale Agreement shall be
14 the sum of One Million Two Hundred sevehty-Five Thousand Dollars
15 ($1,275,000) which purchase price shall be paid from bond
16 proceeds available from the project area subject to the
17 Redevelopment Plan; and
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19 WHEREAS, upon the Agency'S acquisition of the Property
20 it is anticipated that such ~roperty shall be held for future
21 development in a manner consistent with the provisions of the
22 RAdeveloprnent Plan.
WHEREAS, the Agency proposes to acquire the Property
from the present owners thereof, Inland Beverage, a California
corporation, pursuant to the terms of that certain Purchase and
Sale Agreement, a copy of which is attached hereto as Exhibit "An
and incorporated herein by this reference; and
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24 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION
25 ACTING ON BEHALF OF THE' REDEVELOPMENT AGENCY OF THE CITY OF
26 SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
27 FOLLOWS:
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1 Section 1. The Recitals hereinabove are true and
2 correct and are incorporated herein by this reference.
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4 Section 2. The. Commission hereby approves the
5 acquisition of the Property pursuant to the terms of that certain
6 Purchase and Sale Agreement, attached hereto as Exhibit "A", for
7 the purposes of assembling such land tor future development in a
8 manner consistent with the Redevelopment Plan.
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10 Section 3. The Commission hereby authorizes the
11 Agency Chairman and Secretary on behalf of the Agency to execute
12 the Purchase and Sale Agreement and all other necessary documents
13 in connection therewith and take such actions as may be deemed
14 necessary in order to facilitate the adquisition of the Property
15 by the Agency.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION or THE CITY OF
SAN BERNARDINO, CALIFORNIA, APPROVING THE ACQUISITION OF CERTAIN
PROPERTY LOCATED IN THE CENTRAL CITY SOUTH REDEVELOPMENT PROJECT
AREA AND AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION
THEREWITH
section 4.
This Resolution shall take effect upon
the date of its adoption.
I HEREBY CERTIFY that the foreqoinq Resolution was duly
adopted by the Community Development commission of the City of
San Bernardino at a
meeting
thereof, held on the
day of
,
1991, by the following vote, to wit:
commission Me~:
AID
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ABSTAIN ABSENT
ESTRADA
REILLY
HERNANDEZ
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
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day of
Secretary
The foregoing resolution ia hereby approved this
, 1991.
W. R. Holcomb, Chairman
community Development
cowmisaion of tha
City of San Bernardino
Approved as to
form and legal content:
By:
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IIIIlOOOOIlDOCIDl
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STATE OF CAL2RNIA )
COUNTY OF SAM BERNARDINO )
2 CITY OF SAM BERNARDINO )
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3 I, Secretary of the Community
Development Commission of the City of San Bernardino, DO HEREBY
4 CERTIFY that the foregoing and attached copy of Community
Development Commission of the City of San Bernardino Resolution
5 No. is a full, true and correct copy of that now on
file in this office.
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IN WITNESS WHEREOF, I have hereunto .et my hand and
7 affixed the official .eal of the Community Development Commission
of the City of San Bernardino this day of
8 ' 1991.
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Secretary of the
community Development Commission
of the City of San Bernardino
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EXHIBIT "B"
PROPERTY ACQUISITION AGREEMENT
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is
made and entered into as of the day of , 1991,
by and between the REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, a body corporate and politic (the "Agency") and
THOMAS C. MASON, a married man as his sole and separate property
("Mason").
WITNESSETH
the property (as
Agency desires to
WHEREAS, Mason desires to sell
hereinafter defined) to the Agency and the
purchase the property from Mason; and
WHEREAS, in order to set forth the terms and conditions
of such purchase and sale, the Agency and Mason desire to enter
into this agreement.
NOW, THEREFORE, for and in consideration of the foregoing
premises and the mutual covenants contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
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ARTICLE I
PURCHASE AND SALE
Section 1.00. Purchase and Sale. Subject to the terms
and conditions of this Agreement, Mason hereby agrees to sell, and
convey to the Agency, and the Agency hereby agrees to purchase from
Mason, all of Mason's right, title and interest in and to the
following described property (COllectively, the "Property"):
(a) 1.In4. That certain real property (the "Land")
cOllllonly known as 223-227 South "0" Street, San Bernardino,
california, and aore particularly described in Exhibit "A" attached
hereto and incorporated herein by reference;
(b) ImDrove.ents. All improvements, buildings,
structures and. fixtures located un t1.1e Land (the "ImprClv_~nt5")
save and except for refrigeration equipment currently existing on
the Land, which equipment ..y be removed by Mason as hereinafter
set forth;
(c) Easements. All easements, if any, benefiting the
Land or the Improvements;
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(d) Riahts and ADDurtenances. All rights and
appurtenances pertaining to the foregoing, including any right,
title and interest of Mason in and to adjacent streets, gores,
alleys or rights of ways; and
(e) Water Riahts. All water, water rights, sewer
rights, water courses, wells, ditches and flUllles located on or
appurtenant to the Land.
ARTICLE II
PURCHASE PRICE
Section 2.00. Purchase price. The purchase price (the
"Purchase Price") for the property shall be One Million Seventy-
Five Thou.and Dollar. ($1,075,000.00), and shall be paid by the
Agency to Mason, in immediately available fund., as follows:
(a) DeDo.it. Within three (3) day. after execution of
this Agreement by the partie. hereto, and final approval of the
Agreement by the Community Development Commis.ion, the legi.lative
body of the Agency (the "Commission"), an executed copy of the
Agreement and the Agency's check for Five Thousand Dollars
($5,000.00) (the "Deposit") shall be delivered to First American
Title Insurance Company, San Bernardino office (the "Escrow
Agent"). The Deposit is to be invested by the Escrow Agent in an
interest-bearing account for the benefit of the Agency.
(b) Cash at closina. The belance of the Purchase Price
shall be paid to Hason at Closing (a. hereinafter defined).
ARTICLE III
PURCHASER' S ACCEPTANCE OF
PHYSICAL CONDITION OF PROPERTY
Section 3.00. phvsical Condition. During the Inspection
Period (a. hereinafter defined), the Agency lIhall have inspected
the Property to the extent that the Agency deems nece.sary and
desirable. The Agency's failurCl to notify Hason prior to the
expiration of the In!!!,,,,ct"j~!l l>eriod as provided in Article X of
this Agreement, shall constitute the Agency'. representation to
Mason that the Agency is satisfied in all respects as to the
location and physical condition of the Property, including without
limitation the physical condition and structural integrity of any
and all Improve.ents. The parties hereto acknowledge that, .s of
the date of this Agreement, the Improvement. have been damaged by
fire and that Mason intends to correct that damage to the extent
necessary to maintain the Improvements in a habitable condition.
The Agency agrees that the existence of such fire damage shall not
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be grounds for a determination by the Agency that it shall not
proceed with the transactions contemplated in this Agreement, as
provided in Section 10.00 of this Agreement. However, Mason agrees
to return the Improvements to a habitable condition by the date
that Mason'. tenant, InlaneS B.verag. (IInlaneS"), vacates the
Property, irr.spectiv. of wh.th.r JnlaneS vacates the Property at
the Closing, eSurinq the Initial'OCcupancy PeriocS (as her.inafter
defined) or eSurinq the SeconeS Occupancy PeriocS (as hereinafter
defineeS). Th. part i.. hereto furth.r acknowleeSg. that, pursuant to
section 7.00 her.of,' Ma.on i. agreeing to remeeSiat. certain
environmental contamination at the Property, aneS the parties hereto
aqree that any environmental contaaination at the Property which
Mason i. aqreeinq to remediate pursuant to S.ction 7.00 hereof,
shall not be qrouneSs for a det.l'1IIination by the Agency that it
shall not proceed with the transactions contemplated in this
Agreement.
Section 3.01. A. I. Statu. of Purcha.e. WITHOUT
LIMITING THE EFFECT OF THE PROVISIONS OF SECTION 3.00 HEREOF,
INSOFAR AS THEY RELATE TO MASON'S OBLIGATION TO RETURN THE
IMPROVEMENTS TO A HABITABLE CONDITION AS OF THE DATE THAT INLAND
VACATES THE PROPERTY, AND WITHOUT LIMITING THB EFFECT OF THE
PROVISIONS OF SECTION 7.00 HEREOF, INSOFAR AS THEY RELATE TO
MASON'S OBLIGATION TO REMEDIATE CERTAIN ENVIRONMENTAL CONTAMINATION
AT THE PROPERTY, THE AGENCY ACKNOWLEDGES THAT FOLLOWING SUCH
EXAMINATIONS AS THE AGENCY MAY ELECT TO MAKE DtJRING THE INSPECTION
PERIOD, THE AGENCY WILL HAVE EXAMINED AND APPROVED ALL THINGS WITH
RESPECT TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, CONDITION,
TOPOGRAPHY, SOIL, COMPLIANCE WITH LAWS, SUITABILITY FOR PROPOSED
USE, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS,
LOCATION, COST , AVAILABILITY AND CAPACITY OF, AND ALL OTHER MATTERS
PERTAINING TO, UTILITIES AND SANITARY FACILITIES, AS THB AGENCY
SHALL HAVE ELECTED TO MAKE. BASED UPON THE FOREGOING, THE AGENCY
ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR ANY REPRESENTATIONS,
WARRANTIES OR COVENANTS OF OR IN THIS AGREEMENT, IT WILL BE
PURCHASING THB PROPERTY "AS-IS" AND "WITH ALL FAULTS" AS OF THE
CLOSE OF ESCROW.
ARTICLE IV
TITL! INSURANCE
Section 4.00. Mason's Obliaation to Provide Title
Insurance. Mason shall deliver to the Aqency, within ten (10) eSay.
after the Eff.ctiv. Date, as hereinafter d.fined, a preliminary
title report for an owner's title policy issued by First American
Title Insuranc. Company, togeth.r with leqibl. copi.s of all
restrictive covenants, .a.em.nt....arid other items li.ted as title
exception. ther.in (.ach a "Titl. Defect"). Th. title policy to be
issued to the Agency pur.uant to this .ection shall en.ure fee
simple title to the Agency in the amount of the Purcha.. pric.,
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subject only to the exceptions shown therein to which the Aqency
has aqreed in writing. The Agency shall have ten (10) days atter
its receipt ot the preliminary title report within which to
disapprove any' Title Detects shown therein, such approval or
disapproval to be within the Aqency'. reasonable discretion. It
the Aqency hils to disapprove any particular Title Detect by
written notice delivered to and received by Mason within such time
period, then the Aqency shall be deemed to have approved such Title
Defect. If the Aqency disapproves any such Title Defect by written
notice delivered to and received by Mason within such ti.e period,
then the Aqency may tenainate this Aqreement unless Mason (without
any obliqation to do so) cures the Aqency's objection to such Title
Defect. Title Defects which the Aqency approves or has been deemed
to have approved pursuant to this Section shall be hereinafter
referred to as the -Permitted Exceptions.- If Mason is unwillinq
or unabla to satisfy any title requirement or to cure any Title
Detect by the Closinq, then Mason shall have the option to either
(a) extend the Closinq by that period of time which is reasonably
required by Mason to satisfy the title requirement or to cure the
Title Defect, or (b) terminate this Aqreement by written notice to
the Aqency in accordance with the notice provisions of this
Aqreement, in which case the Deposit and any other funds placed in
the escrow by the Aqency shall be returned to the Aqency. The
parties hereto acknowledqe that the Property is presently
encumbered by a deed of trust which secures a loan funded throuqh
the use of industrial development bonds and that Mason may elect to
extend the Closinq, on a day to day basis, as may be necessary to
effect the reconveyance of such deed of trust.
ARTICLE V
CLOSING
Section 5.00. Closina Throuah Eserow. Subject to the
provisions of this Agoreement, the Aqency and Mason shall consWlllllate
and close the purchase and sale of the Property contemplated by
this Aqre..ent when all of the conditions of closinq for the
benefit of the partie. hereto have been satisfied or waiVed, but in
no event later than November 29, 1991, or such later date as is
neoessary to enable Mason to obtain a reconveyance of the deed ot
tru.t securinq the industrial development bonds, or ~~ ~~~ f!r~t
business day thereafter if such date does not occur on a business
day, or at such other ti.e as the parties hereto may aqree upon in
writinq (the -Closinq-). Subject to the provisions of this
Aqreement relating to the extension of the Closinq, if the Closinq
doe. not occur as a result of the failure of a condition, then the
party hereto for whose benefit the condition exists may terminate
this Aqreement, in which event the parties hereto shall have no
further riqhts or obliqations pursuant to this Aqreement and the
Escrow Aqent shall return to the Aqency the Deposit and any other
funds placed in the escrow by the Agency. The purchase and sale
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contemplated by this Agreement shall be consummated through an
escrow which the Agency and Mason shall cause to be established
with the Escrow Agent within three (3) days of the full execution
of this Agreement by the parties and approval of this Agreement by
the commission. The date on which said escrow is established shall
be the "Effective Date." The parties hereto agree to be bound by
the Escrow Agent's supplemental instructions which are attached to
this Agreement as Exhibit "8" and also agree to be bound by any
other escrow instructions or escrow agreement required by the
Escrow Agent to perfona escrow and title services customarily
performed within San Bernardino County, California. The Agency and
Mason agree to provide the Escrow Agent with executed copies of any
such escrow instructions or escrow agreement within five (5) days
after receipt thereof from the Escrow Agent. Any escrow
instructions or escrow agreement executed by the parties hereto
shall be in accordance with the terms and provbions of this
Agree.ent, and any conflict between such escrow instructions or
escrow agreement and thb Agreement shall be resolved in favor of
this Agreement.
Section 5.01. Mason's Oblierations at Closiner. At
.'. Closing, Mason shall deliver to the Escrow Agent the following
documents Call duly executed and acknowledged by Mason, where
required):
,
Ca)~. A grant deed in SUbstantiallY the form
attached to this Agreement as Exhibit "C", executed by Mason and
conveying the Land and all Improvements thereon to the Agency,
subject to no exceptions other than the "Permitted Exceptions."
Cb) Title PoliCY. An owner's title policy in CLTA
standard fona, naming the Agency as the insured in the amount of
the Purchase Price, insuring that the Agency owns fee simple title
to the Property, subject only to the Penaittecl Exceptions. The
Agency, at its option, may elect to cause the title company to
endorse the owner's title policy in any manner the Agency dee_
appropriate, at the Agency's sole expense. Further, the Agency, at:
its sole election, may require that the title policy be in an ALTA
standard fona, in which case the Agency shall be responsible for
the amount by which the cost for such ALTA policy exceeels the cost:
for a CLTA policy.
Cc) Forefern Person. An affidavit of Mason in the fona
described by Treasury Regulation Section 1.1445-2 certifying that
Mason is not a "foreign person" as defined in the federal Foreign
Investment in Real Property Tax Act of 1980, and the 1984 Tax
Reform Act, as amended.
Section 5.02. The Aaencv's Oblieration at Closiner. At
Closing, the Agency shall deliver to the Escrow Agent the following
Call duly executed and acknowledged by the Agency, where required):
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(a) Purchase Price. The Purchase Price, in immediately
available tund., due credit being given tor the Deposit, including
interest earned thereon.
(b) Evidence of Authoritv. A copy ot the duly adopted
Resolution ot the Commission, authorizing the execution, delivery
and pertormance by the Agency ot this Agreem.nt and the documents
required h.reby, and designating on. or more persons to .xecute
such documents in the Agency's name in connection with this
Agreement.
Section 5.03. Closina Costs. Mason shall pay the
tollowing closin9 costs: Mason's attorn.ys fees and costs, one
half of the fees and costs du. to the Escrow Ag.nt for services
rend.red as .scrow ag.nt; all pr_iwu and charg.s related to the'
issuanc. of the own.rs title policy, .xc.pt as provid.d in
Section 5.01(b) abov., and all abstract and title examination and
oth.r costs r.lated to the issuanc. of the title policy. The
Agency shall pay the following closing co.ts: the Ag.ncy' s
attornays tees and costs, one half of the f.es and costs due to the
E.crow Ag.nt tor s.rvice. rend.r.d as .scrow agent, and any change.
relating to the is.uanc. of an ALTA title policy, if any, pur.uant
to Section S.Ol(b) abov.. Any additional fees and charqes shall be
divided betwe.n the Ag.ncy and Ma.on in accordance with the
customary practic. in the County of San B.rnardino, California.
<<
Section 5.04. Proration. All real .stat. and personal
property tax.s and assessm.nts with respect to the Property (oth.r
than with r.sp.ct to the transfer ther.of) for the y.ar in which
the Closing occurs shall be prorat.d to the Closing.
Section 5.05. D.liv.rv of Po.....ion. Subj.ct to the
provisions ot this Aqr._ent r.lating to the Closing occurring no
later than November 2', 1111, as that date aay be .xtend.d as
provid.d her.in, upon the satisfaction by Mason of all of Mason'.
Obligations as s.t forth h.r.inabove, and upon the satisfaction by
the Agency of all of it. Obligations a. s.t forth h.r.inabove, and
upon the satisfaction of any end all other conditions pr.cedent to
this Aqr....nt, if any, the Escrow Agent shall di.tribute to the
Ag.ncy and Mason the items and documents d.scribed in this
Article V, resp.ctively, and the purchas. and sale transaction
contemplat8!l in this Aqr._ent .hall be finally consummat.d.
Delivery of possession of the proparty to the Agency shall be made
at Closing, except a. s.t forth in Articl. VI.
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ARTICLE VI
POSSESSION OF PROPERTY BY MASON
AND/OR INLAND AFTER CLOSING
Section 6.00. Interim OccuDancv. The Parties to this
Aqreement aqre. that Ma.on and Inland .hall have the riqht to
retain po..es.ion of the Prop.rty, includinq the u.e of all
existinq Iaprovement., for a period of six (6) month. commencinq on
the date of the Clo.. of E.crow (the "Initial Occupancy Period").
Said po..e.sion and occupancy .hall be at no cost to Ma.on or
Inland for rent. Ma.on aqr.es that h. or Inland shall be solely
respon.ibl. for all .xpen... of operation and maintenance of the
Property durinq the t.rm of .aid occupancy. Ma.on aqree. that he
or Inland .hall provide the Aq.ncy with evidence of liability
insuranc. in a form, in amount., and by an in.urer acceptable to
th. Aqency in it. reasonable di.cr.tion. Said in.uranc. .hall be
maintained by Ma.on or Inland durinq the term of it. occupancy of
th. Property at Ma.on'. or Inland'. .01. expen... It i. the
intention of th. Partie. to thi. Aqr.ement that thi. Section .hall
permit continued occupancy by Inland and/or Ma.on and the operation
of Inland'. .xi.tinq busine.. from th. Property without payment by
Inland or Ma.on to th. Aqency for .uch po.....ion, but without cost
to the Aqency of any kind relatinq to Ma.on'. or Inland'. continued
use and po..ession of the Property.
l
S.ction 6.01. Extension of Possession. The Parties
further aqr.. that Mason or Inland may requ.st an additional six
(6) month occupancy period, to Commence upon the completion of the
Initial Occupancy Period by servinq written notice of such reque.t
on the Aqency in accordance with the notic. provision. of this
Aqreem.nt not 1... than thirty (30) day. prior to the termination
of the Initial Occupancy Period. Upon such requ..t, the Aqency, in
its sole diacr.tion, may qrant an .xtension of the occupancy period
for a period not to .xcaed an additional six (6) months (the
"Second Occupancy Period"). Durinq th. Second Occupency Period,
all teras and conditions relating to the continued occupancy of the
Property by Ma.on or Inland set forth in S.ction 6.00 shall apply,
except that Mason or Inland shall pay a rental of $5,000.00 per
month for each month or portion thereof durinq Which Ma.on and/or
Inland occupies th. Property during the Second Occupancy Period,
with .aid rent to be paid in advanc. on the first day ",- each
month.
Section 6.0Z. Notice of Intention to Vacate. Ma.on
and/or Inland .hall qive the Aqency not less than thirty (30) days
notice of his or its intention to vacate the Property.
Section 6.03. Removal of Refriaeration EauiDment. Ma.on
shall have the riqht to remove the pre.ently exi.tinq refriqeration
equipment located on the Property at any time prior to the closinq,
durinq Ma.on'. and/or Inland'. occupancy of the Property during the
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Initial Occupancy Period, or, if applicable, at any time durinq the
Second Occupancy Period. A failure by Mason to remove said
refrigeration equipment within thirty (30) days of the date of last
occupancy of the Property by Mason and/or Inland shall be deemed a
waiver of Mason's right to remove such equipment.
ARTICLE VII
ENVIRONMENTAL REMEDIATION
Section 7.00. Environmental Remediation of ProDertv.
The parties hereto acknowledge that Bright and Associates, of
Placentia, California, have previously conducted a Phase I
Subsurface Investigation of the Property, dated November, 1986, and
a Phase II Subsurface Investigation of the Property, dated
September, 1987 (COllectively, "Studies"). The parties hereto
agree that Mason shall retain the responsibility of remediating any
environmental contamination which is identified in the Studies, in
a diliqent and timely manner and to the satisfaction of the
government aqencies exercisinq jurisdiction over environmental
contamination at the Property, notwithstanding the conveyance of
the Property to the Agency as provided in this Agreement. SUbject
to the provisions of Section 7.01, the cost of all such
remediation, whether occurring prior to the Closinq or subsequent
thereto, shall be the sole responsibility 6f Mason. The parties
hereto acknowledge that such remediation shall not be completed
before the Closing.
Section 7.01. Aaencv Contribution to Environmental
Remediation. In consideration of the covenants contained in this
Agreement, the Agency agrees to pay to Mason, as and for a
contribution towards the environmental remediation of the Property,
the .~~ of Two Hundred Thousand Dollars ($200,000.00) (the "Agency
Contribution"). Said SUII shall be paid through the Escrow Agent at
the Closing. The Aqency Contribution shall be retained by Mason
reqardless of the actual ultillate cost of remediation.
NotWithstanding the total ultimate cost of such remediation, the
Agency shall not be required to contribute any further _ounts
towards such remediation which shall remain the sole responsibility
"t Maeon.
ARTICLE VIII
,
RISK OF LOSS
Section 8.00. Casualty. Without limiting the ettect ot
the provisions of Section 3.00 and Section 7.00 hereot, Mason
assumes all risks and liability tor damage to or injury occurring
to the Property by tire, stOrll, accident, or any other casualty or
cause until the Closing has been consummated. Except for the tire
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damaqll and environmental contamination which is provided in Section
3.00 and Section 7.00 hereof, if the Property, or any substantial
portion thereof, suffers any damaqe prior to the Closinq from fire
or other casualty, Mason shall serve written notice thereof on the
Aqency within three (3) days of the occurrence of the event causinq
such damaqe, upon which the Aqency may .ither (a) terminate this
Aqreement by deliverinq writt.n notice to Mason of .uch termination
within five (5) day. aft.r Mason notifies the Aqency of the
casualty, or (b) consummate the Closinq, in which later event Mason
shall deliver to the Aqency, at closinq, any insurance proceeds
actually received by Mason in r.spect to such casualty or assiqn to
the Aqency, at Closinq, all of Mason's riqht, title and interest in
any claim to proceeds of any insuranc. coverinq such damaqe,
provided that in no event shall the Aqency be entitled to receive
payment or a..iqnment of insurance proceeds in an amount qreater
than the Purchase pric.. If the Aqency fails to timely deliver to
Mason writt.n notic. of t.rmination of this Aqr.em.nt as de.cribed
in Ca) above, then the Aqency shall be d....d to have .l.cted to
proceed in accordanc. with Cb) abov.. Thes. provisions shall not
apply to the fire damaqe and .nviroftllental contamination which are
referred to in Section 3.00 and Section 7.00 hereof.
Section 8.01. Determination of Substantial Portion. For
purpos.s of Section 6.00, a "substantial portion" of the Property
shall be deemed to includ. any casualty loss equal to or qreater
than twenty-five percent (25t) of the Purchas. price, and shall not
include any casualty loss of less than .uch amount. If any
casualty loss i. les. than a "substantial portion" of the Property,
then Mason may elect to (a) terminate this Aqreement or (b) proceed
with Closinq, in which event Mason shall deliver to the Aqency at
the Closinq any proceeds actually rec.ived by Mason attributable to
the Property from casualty loss, or shall assiqn to the Aqency at
Closinq all of Mason's riqht, title and interest in and to any
clab to such proceeds.
Section 8.02. DisDosition of DeDosit. If the Aqency
elects to terminate this Agreement pursuant to Section 8.00(a)
above, then cont.mporaneously with such termination the Escrow
Aqent shall iaaediately return the Deposit, toqether with all
inter.st accrued thereon, to the Aqency, and upon the Aqency's
receipt thereof, except as may be expressly otherwise provid4d
herein, neither party hereto shall have any furth.r riqhts aqainst
or obliqations to tne other under this Aqreement.
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ARTICLE IX
DEFAULT AND REMEDIES
Section 9.00. Default and Remedies.
Ca) Aaencv Default. If the Agency refuses or fails
to consUllllDate the purchase of the Property pursuant to this
Agreement for any reason other than termination hereof pursuant to
a right qranted hereunder to do so, or breach by Mason of his
agreements hereunder, then Mason as his sole and exclusive remedy
shall have the right to terminate this Aqreement by giving the
Agency written notice thereof, in which event neither party hereto
shall have any further rights, duties or obligations hereunder
except as may be otherwise provided herein, and Mason shall retain,
as liquidated damages, the Deposit toqether with all interest
earned thereon.
THE AGENCY AND MASON AGREE THAT IF THE AGENCY BREACHES IT
DUTIES UNDER THIS AGREEMENT:
CA) MASON'S DAMAGES WOULD BE DIFFICULT TO DETERMINE; AND
(8) THE AMOUNT OF THE DEPOSIT REPRESENTS THEIR BEST AND
MOST REASONABLE ESTIMATE OF MASON'S DAMAGES AT THE TIME OF THE
EXECUTION OF THIS AGREEMENT. './
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Agency's Initials Mason's Initials
Cb) Mason Default. If Mason fails to perform any of his
obligations hereunder, either prior to or at Closing, the Agency
may terminate this Aqreement by notifying Mason thereof, at which
time the Deposit, toqether with all interest earned thereon, shall
be returned to the Agency. The Agency shall have such other
remedies as may be available to it under law or equity, includinq
specific performance of. this Aqreellent. In the event that Mason
breaches his obliqations under this Aqre_ent subsequent to
Closinq, Mason shall be responsible to the Agency for any actual
monetary damages suffered by the Agency as a result of said breach,
and the Agency shall have such l1dditional remedies as may be
available to the Agency in law or at equit.y.
Section 9.01. Fees and EXIlenses. If either party hereto
brings suit to enforce this Agreement, then the prevailing party
shall be entitled to recover from the other party reasonable
attorneys fees and costs incurred by the prevailing party and to
receive an award therefor from a court of competent juriSdiction.
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ARTICLE X
INSPECTION
Section 10.00. InsDection. The Agency shall have until
5:00 p... Pacific Standard Tim. on the tenth day aft.r execution of
this Agreement by both parties (th. "Inspection Period") to inspect
the Property for structural soundn.ss or such oth.r purpose as the
Agency .ay deem necessary and proper and to determine, in the
Agency's r.asonabl. discr.tion, whether or not to proc..d with the
transaction8 contemplat.d in this Agr....nt. In the .v.nt that the
Agency, in its r.asonable discretion, is not satisfied with any
aspect of the Property, and if the Ag.ncy and Mason have not
reach.d a written agr.ement in settlem.nt th.reof on or before the
last day of the Insp.ction Period, then the Ag.ncy shall d.liver to
Mason a termination notic., to be r.c.ived by Mason on or before
the last day of the Inspection P.riod, informing Mason of the
Agency's desire to terminate this Agreement. If such notice is
properly delivered, then the Escrow Agent shall i1llDediat.ly return
the Deposit together with all interest accrued thereon, to the
Agency without requiring any consent or notic. from Mason and, upon
the Ag.ncy's rec.ipt ther.of, neith.r party h.r.to shall have any
further rights against or obligations to the other under this
Agr.ement, except as ..y be as may be otherwise expressly provided
herein. If the Agency does not properly deliver a termination
notic. to Mason within the time period provided in this section,
then the Inspection of the Aqency shall be d.emed 8atisfactory to
the Ag.ncy and the Agency shall be deemed to have acc.pted the
Property in its existinq condition. Th.se provisions shall not
apply to the fir. damage and environm.ntal contamination which are
referred to in Section 3.00 and S.ction 7.00 hereof.
Section 10.01. Access to ProDertv. During the Insp.ction
Period, Mason and Inland shall provide the Aqancy and the Agency's
agents with access to the Property upon r.asonable notice and
duriD9 normal business hours. The Agancy's inspection of the
Property shall not unreasonably disrupt the busin.ss operations of
Mason or Inland. The Aqency shall be liable for any damaqe or
i~jury to any person or property occasioned by the acts of the
Aq.ncy, its employ.es, agents or representativ.s during any such
inspection, and the Agency shall, and does h.reby, indemnify and
hold harml.s. Mason and Inland and its ~ttic.r~, dir~o=s. agents
and e.ploya.s from any and all liens, claim., demands or liability
resulting th.refrom.
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ARTICLE XI.
MISCELLANEOUS PROVISIONS
Section 11.00. Broker's Commission. The Aqency and
Mason each represent and warrant to the other that neither has
employed, retained or consulted any broker, aqent or other finder
with respect to the Property except as provided for below, and
Mason and the Aqency shall each indemnify and hold the other
harmle.. from and aqainst any and all Claim., demands, Causes of
action, debt., liabilities, judqements and daaaqe., includinq,
without limitation, co.ts and reasonable attorneys fe.. incurred in
connection with the foreqoinq, which may be a...rt.d or recovered
aqain.t the other on account of any brokeraqe f.., commi..ion or
other compen.ation ari.inq in breach of this r.pre.entation and
warranty. Ma.on acknowledqe. that he has retained Larry Taylor of
Lee and As.ociate. and Al Steward of Schn.ider Commercial
Brokeraqe, each . licen.ed re.l e.t.t. broker in C.lifornia and
that he .hall cau.. any commi..ion owinq ther.to to be paid to .aid
broker. by the E.crow Aqent from the Purcha.. Price. Such
commis.ion i. compensation to the aforemention.d real e.tat.
broker. as Ma.on'. aqent only. The Aqency .hall have no obliqation
to pay .aid brok.r. a commi..ion or any other compen.ation for
th.ir .ervice.. Ma.on shall have no obUqation to pay any
commission or fee to any ag.nt or broker, other than the broker.
identified hereinabov..
Section 11.01. Notices. All notice., demand. or request.
required or permitted to be qiven pur.uant to this Aqre_ant shall
be in writinq. If not otherwise provided her.under, .11 notice.,
demand. or reque.t. to be .ent to any party hereto .hall be d._ed
to have been properly qivan or .erved by deUverinq the .am.
personally to each party, by .endinq the .ame throuqh a nationally
recoqniz.cl overniqht courier ..rvice, or by clepo.itinq the .ame in
the United Stat.. maU, addr....d to .uch party, po.taqe prepaid,
and r.qi.terecl or certified with r.turn r.c.ipt: request.d, at the
followinq .ddr.....:
As to the Aq.ncy:
Redev.lopm.nt Aqancy
of the City of San B.rnardino
201 North -E- Str..t, Third Floor
San Bernardino, california 92401-1507
Attn: Executive Dir.ctor
With copy to:
Sabo , Gr.en
6320 Canoqa Avenu., Suite 400
Woodland Hill., California 91367
Attn: Charle. R. Green
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As to Mason:
Thoma. C. Mason
223-227 South "G" Street
San Bernardino, California 92410
Attn: Thoma. C. Ma.on
With a copy to:
Gresham, Varner, Savaqe,
Nolan , Tilden
600 North Arrowhead Avenue
Suite 300
San Bernardino, California 92401
Attn: Mark A. Ostoich
First Am.rican Titl. Company
P.O. Box 6327
San Bernardino, California 92412-6327
Attn: Le. Ann Adams
As to Escrow Aq.nt:
All notices, demand. and r.qu..t. shall be eff.ctiv. wh.n
p.rsonally d.liver.d to the addr..... or rec.iVed by overniqht
couri.r, or by the United Stat.s mail in accordance with the
foreqoinq.
Section 11.02. Bindina Effect. Thi. Aqreement shall
bind and inure to the ben.fit of the parti.. h.r.to and their
respective h.ir., .xecutor., administrators, leqal r.presentative.,
succes.ors and assiqns. (
S.ction 11.03. Countemarts. This . Aqr.ement may be
executed in several count.rparts, .ach of which .hall be d.emed an
original, and all of such counterparts toq.ther .hall constitut.
one aqreem.nt, binding on all parties her.to.
Section 11.04. M.raer of Aare.ment. Unlessotherwi.e
specified in this Aqre.ment, all the term. and COnditions of this
Aqre...nt .hall not .urvive the Clo.ing and .hall be ..rged into
the Grant D.ed froa Ma.on to the Agency.
S.ction 11.05. S.verabilitv. If all or any portion of
any of the provi.ions of this Agr..m.nt shall be d.clar.d invalid,
illegal or un.nforc.abl. by law. applicabl. ther.to, then the
performance of said off.mding provi.ion or provision. shall be
excused by the partie. hereto, and such invalidity". illegality or
unenforceability shall not affect any other provision of this
Aqreement.
Section 11.06. CaD~ion.. The titles or captions of the
provisions of this Aqr.ement are mer.ly for conv.ni.nce of
reference and are not repres.ntation. of matt.r. included or
excluded from such provision..
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Section 11.07. Time: Entire Aareement. Time is of the
essence of this Agreement. The parties hereto expressly
acknowledge and agree that, with regard to the subject matter of
this Agreement and the transactions contemplated herein, Ca) there
are no oral agreements between the parties hereto, and Cb) this
Agreement, including the defined terms and all exhibits and
addenda, if any, attached hereto, embodies the final and complete
agreement between the parties and supersedes all prior and
contemporaneous negotiations, offers, proposals, agreements,
commitments, promises, acts, conduct, course of dealing,
representations, statements, assurances and understandings, whether
oral or written and may not be varied or contradicted by evidence
of any such prior or contemporaneous matter or bY evidence of any
subsequent oral agreement of the parties hereto.
Section 11.08. No Modifications Excent in writina. No
modification or amendment of this Agreement shall be binding unless
set forth in writing and signed by the party or parties to be bound
by such modification or amendment.
Section 11.09. Aareement Conditioned ODon ADDroval.
Mason acknowledges and agrees that, notwithstanding any provision
to the contrary contained in this Agreement, this Agreement and the
Agency's obligations hereunder are expressly subject to and
conditioned upon the acceptance and approval of this Agreement by
the Commission. In the event that the Commission has not approved
this Agreement within fifteen (15) days of the execution hereof by
Mason, then this Agreement shall be null and void and the Deposit,
if previOUSly made, shall be returned to the Agency, together with
all interest accrued thereon, and neither the Agency nor Mason
shall have any rights or liabilities hereunder.
Section 11.10. Further Assurances. In addition to the
act. and deeds recited herein and contemplated to be performed,
executed and/or deliVered bY either Mason or the Agency, Mason and
the Agency shall perfora, execute and/or deliver or cause to be
performed, executed and/or delivered at the Closing, or if
necessary, after the Closing, any and all further act., deed. and
assurance. a. aay, from time to time, be rea.onably required to
consummate the transactions contemplated in this Agree.ent.
Section 11.11. No Existina Leases. Hason herebY warrants
that, except for his Lease with Inland, upon Closing there will be
no oral or written leases affecting the Property and hereby
covenant. to and shall deliver to the Agency at Closing, but
subject to the provisions of Article VI hereof, exclusive
possession of the Property, free and clear of all tenants and/or
other occupants and rights of any such parties. Mason agrees to
provide to the Aqency, as a condition for clos. of escrow, a
written abandonment by Inland of all of its interest in the
Property. Said written abandonment shall not prevent Mason and/or
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Inland froll continuing in po....sion ot the Prop.rty under the
provision. ot Section. 6.00 or 6.01.
Section 11. 12. Ca lendar Davs. All reterences to days in
this Aqreement shall be deelled to be reference. to calendar days.
IN WITNESS WHEREOF, the parties her.to have ex.cut.d this
Purchase and Sale Agreement to beCOII. ettective a. ot the Ettective
Date.
Approved a. to torm:
SABO , GREEN
0~20--
Special Agency Coun.el
AFPRO\!EU AS TO FORM
M.D LEG."L CONTENT A
REDEVELoPMENT AGENCY
OF THE CITY OF SAN BERNARDINO,
A Body Corporate and Politic
Chairman
Secr.tary
(
^pproved a. to form:
GRESHAM, VARNER, SAVAGE, NOLAN , TILDEN
~;.(),I~.~L .J
Attorney. tor Mason .
SBllOIIlOOllDOCIS2d
11112191100
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EXHIBIT "A"
LEGAL DESCRIPTION
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PARCEL NO. 11
THE NORTH 200 PEET OF THI WEST 280 FEET or LOT 15, BLOCK 11,
RANCHO SAN BERNARDINO, IN THI CITY or SAN BERNARDINO, COUNTY OF
SAN BERNARDINO, STATI OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
7, PAGE 2 or MAPS, IN THE OFrICE OF THE COUNTY RECORDER OF SAID
COUNTY.
SAID LAND IS INCLUDID WITHIN THB LAND SHOWN ON A MAP RECORDED IN
BOOK 21, PAGB 91 OF RECORDS or SURVEY. .
EXCEPT ALL or THB MINERALS AND MINERAL ORBS OF EVERY KIND AND
CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN
OR UNDERLYING SAID LAND OR THAT MAY BI PRODUCID THIREFROM,
INCLUDING WITHOUT LIMITING THI GENERALITY OF THB FOREGOING, ALL
PETROLIUJI, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCIS AND
PRODUCTS DERIVED THEREFROM, TOGITHER WITH THI BXCLUSIVB AND
PERPBTUAL RIGHT OF SAID GRANTOR, ITS SUCCESSORS AND ASSIGNS, OF
INGRESS AND EGRESS BENEATH THI SURFACI OF SAID LAND TO EXPLORI
FOR, IXTRACT, MINI AND REMOVI THI SAMI, AND TO MAltB SUCH USI OF
THE SAID LAND BENIATH THI SURFACB AS IS NECISSARY OR USEFUL IN
CONNECTION THEREWITH, WHICH USI MAY INCLUDI LATERAL OR SLANT
DRILLING, BORING, DIGGING OR SINKING OF ,WBLLS, SHAFTS OR TUNNELS,
PROVIDED, HOWEVER, THAT SAID GRANTOR, ITS SUCCESSORS AND ASSIGNS,
SHALL NOT USI THB SURFACB OF SAID LAND IN THB lXERCISB OF ANY OF
SAID RIGHTS, AND SHALL NOT DISTURB THB SURFACB OF SAID LAND OR.
ANY IMPROVEMBNTS THEREON, AS RESERVED IN THB DBID FROM SOUTHERN
PACIFIC LAND COMPANY, FILID FOR RECORD MARCH 1', 1'64, IN BOOK
6111, PAGB 30', OFFICIAL RICORDS.
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PARt!RL NO.2.
THI SOUTH 140 FEET OF THE NORTH 340 FlIT OF THE WIST 280 FlIT OF
LOT 15, BLOCX 11, RANCHO SAN BlRNARDlHO, 111 THB CITY OF SAN
BERNARDINO, COUNTY OF SAN BIRNARDINO, STATI OF CALIFORNIA, AS PIR
MAP RECORDBD IN BOOK 7, PAG. 2 OF MAPS, III THE OFFICI OF THE
COUNTY RICORDER OP SAID COUNTY.
EXCIPTING THEREFROM THAT PORTION OF SAID PROPERTY LYING BELOW A
DBPTH OF 500 PElT MIASURJ.D VBRTICALLY FROll TO CONTOUR 0'" T~I
SURFACI THEREOF.
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EXHIBIT "B"
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SUPPLEMENTAL ESCROW INSTRUCTIONS
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1. DEPOSIT OF FUNDS' DISluasEKENTS
You .hall d.po.it .11 funda rlcllv.d In Chi. ..crow In any bank lnlurld
by an .,.ney .t .h. Unl..d 5..... Cov.rnaon.. Includln, you. .ttl11...d bonk,
Flrae ~rlc.n Trult Coapany. In on. or aor. of your Ilner_1 ..crov de..nd
accounc.. Th... funda ..y b. tr&nliflnlcl to any other 'Inarll "crow clelland
accoune or accoune.. In chi abov. ~.d bank or banka. lncludln& tho..
..lncalnld In your .ffl11acld bank. Juyar and Sal1ar acknowlld,1 thac '.crov
h.ld.. vlll b. d.p..l.lne all tunda In .....v In . non. In...... b...ln, flduc;"1
.ccount .t Th, B.nk of C.llfornl'. All dl.bu.....n.. .hall b. .odo by y.ur
chick. You ar. authorized not to c10.. ..crow or ell.bur.. uncll looel fundi have
bean conllZ'11ld In "crov.
2. PIORArIOII AIlD ADJUSTllEIITS
Th. ..pra..lon .c10.. ot I.crov. ~.d In chi. I'crow ".n. thl 4ace of
which la.cruaenc. retarrad Co heraln ar. recorded and ralle.. only to prorations
and/.. adJuo...n.. unl... .charvt.. ,p'.ltl.d.
All P.....l.no and/or adJuo_nto ... t. be _ on .h. b..lo .f .
30-day ..nth unl... o.hervl.. lnotruct.d la veltln,.
3. IECORDATIOII or IJIStI1lIIIIrTS
YOOl ... .ucho.la.. to &'O.on any ......nto doUVI&'Od throup thb
..crow, eM rleorellna .f which 1. ...e....1)' 01' proper 1ft the b,UM. of the
.......t.d 'oU.y ot Tltl. Inoueanc..
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4. AIl'IIIOIlIZATIOIl TO IXlCUTI ASSICIIIIIM or IIlSllIAIICI POLICIU
You are &VthOl'tZI' c. '.'cvel on Mllalf of the p&rel.. hereco tOC'll
...1paanc. of lDt.rlle 1a .. luu&DC' pollel.. (othlr than tlcl. lnaurancl)
call" for In chi. .,en.: fOIVlr' ...lcr-ellu and pollel'. upon clo.. of ..er.v
to the ',Int With the rlque.c, flr.t, that lft.lurlr COUI"C to .uch tr&uf.r
and/or ..tach . lo..-payabl. cl_. and/.. IIIko .ucll ocha. addlUons or
...r'.'lons .. ..y h.YO be.a .,..ltl..ll, ..qut..d bo..la. .nd ...ond. .hat .h.
.,.at cha...t... t.rv..d ouch poll. 1.. to cha p.rtl.. .ntltl.d to .b...
I.. .11 oct. In .hb ...rov &'Ol.tlne ~. lnoueanc., lneludlne .dJuo...n..,
It 'oy, you .hall b. tully pnt..t.d la .....lne chat .och poU., lo In t.r..
.nd that- cha ........ry p&'O.l.. cha..t.. boo be.a p.14.
5. AUTIIOlIZATIOIl TO nlIIltSH CO'IU
YO\I ar. to funal.b & copJ of th... luCftlCclou, "'ncllMnc. therlco.
cl..tq 'Uta..nc. and/or ., athel' docWMfttl ",o.lta. In cIIl. ..crow to the
lindeI' or 1Incler.. thl 1'..1 ..tat. brok.r or broker. aDdIOI" the attomey or
.tt.moy. lllYolV1d la tlal. tranlactln _ &,o....1t ot tIa. l.odor.. br.k... .r
attol'Dlly. .
,. 'EIlSOIlAL no'Dn TAllII
.. oxlllnoUoa or lnoueanc. II t. cha _e or p.,....t .t p...onol
p..,.", tIM. b '.qul.ad ua1... .padfl..ll, &'Oquo.tod.
7. IlCIIT or CAllelU.\n~
""y p.ny lnotructlnc ,... to .....01 thll ...row .hall tn. notl.o .t
.anc.ll.u... III ,.... otflo., la veltlne. You .hall vitlala . r.........l. tx..
cha&'Oottor ..n, by oortItlad ..n, one oopy of cha nou... .. _ ot tha och..
P..tl.. .t cha &44...... .totod la tlalo ....ov. Ual... velttn obJ..Uon to
.anc.U..lon lo fn.d la ,.... offl.. by . party vithla Clll (10) day. .!c.. do..
.t ..lllne. you ... .ucho.laad .t ,.... .ptl.n to ._ly vitia cha no.l.. .nd
<10_ p.,..nt .f Y.u, ......U.tlon .har,.. a. p.ovldod In thl. .'.....nt. It
vel.ton obJ..tlOll 10 tn.d, ,... ... .uchorh.d .t ,.... op.l... .. b.ld .11 ..nay
ancl lnacl'UlMntl In chi. .Ie!'ov aDd take no furchel' acCion unell oeh.rvt..
directed. elthlZ' by the ,arct..' IIUcual written lutl'\lCtlona. or final order of
. court of CDllplCanc Jvtlcllctloa.
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.. ACTIOll III IIITDPLEADD
Th. partl.. hareco &"1"'11, 111'" thae YOU. .. ..crow holder. have ch.
ob.olut. rlpt .t your .l...l.a to tll. an ..tlon la Int.rpl.0d0. r.qul.ln, .h.
p.rtl.. to &nov.. .Dd lltlflC& thol~ .oVlr.l .1.10. ODd rllbc. "'na th....lv..
.nd 'OU are .uth..h.d t. dopo.lt vltb cha clock ot cha .ourt .U cIo.....n.. .nd
tundo h.ld In chI. ".rav. Ia tho oyont .uch actl... 1. tl1.d, tho p.rtlo.
Jointly and I.verally air.. co pay your cancellation char... and COICI, expanse.
and r...onabla ateam.,'. f... which you II" r.quire. to expand or incur in the
In'.rpl..dar ...l.n, tho IIOUftt th..oot to b. tlx.d ODd Jud...nt .h.rol.. .. b.
rendered by the court. Upon thl flline of thl acclon. you .hall th.r.~pon b.
fully ral...., and ell.cher,l. fro. ,11 obll.atlofta to turcher perfor. any dutl..
or obUpUona Deh.wi.. lapo..ct by the tlraa of chi. "crow.
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,. TDlIIIlATIOII or ACEIICY OIUCATIOIIS
It there 1. no action cakan on chi. ..crow wichta .1a C6, .onth. afeer
the eet.. 1t.ie dat.- .. 'IC torCh 1ft the ..erow In.crucclen. or writt.n
.aC.n.loft thereot. your .,.ftCy Oblt..clon .hall t.~lftat. ae ,our opelon and .ll
dOCWHntl. Mnl.. or ochar It... held by you .hall .. ratUil'M. to the p.ru.,
depOIlUIII .....
In the ...at of cancellaclon of chi. ..erow, whIther ie b. Ie the
nquelc of any of the ,ll'tl.. 01' ochervi... tbl f... aNi Chari" due Firse
_cl.... ntll Ino..c.ne. Co...any, lnellldln. ."'."'1_.. lne.....d .nd/or
authorlz.' ahall be borne '.~11y by the parcla. berlco (unl... ocharvl.. .Ir..~
co 'P.clfl..11y).
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10. COIlFUCTIIIC IllSTallCTIOII.
Should 7ft b.fore 01' .fclr clo.. of ..cr.. nell... 01' hCO.. avar. of any
oontU'.l111 ~'.''ld. o. cl.* vl.tIl r..poce .0 tIl1l ..crow or tIl. rip.. of .ny
of rho p.rch. h.roro or any _,. or proper.,. depeoltM h.roln or .ff..r.d
h...bJ'. ,.... .h.U ho... rho ripe to dhconU.... ...,. .r .11 f...rhor .... on yo..r
p.re unell rho contUce 1. r...l.... to ,...... ..ehf....lon. ....,.... .hoU h.v. ch.
f...rhor rip. r. 'o_ne. .r daf.... ...,. ..Uon ... ......Ml.... fo.. rho
dor...lnorlon of rho coat11ce 00 ...owldo' In '.....roph 7 .... . of rho.. C.nor.l
'rovl.ol_ .
U. f'IlIID' IITAIIIID III UCIOV
It fo.. ...,. r...on fundo or. r...laM In ..crev, ,.... ..,. doducr th.rofr..
$15.00 00 . ..nrbl,. chorp 00 c...rodl_ rho..ot.
12. US1lU
You ... noe to bo cone.mod vl.tIl ...,. .......lon of ......,. III ...,. lo.n or
.ne....r_.. In...l...d In rho .roc..ollll .f till. ,.crev .... ,.... .r. h.r.b,.
ro1....d of ...,. "'_110111.,. ... 11010111.,. th....fo...
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13. IllDDlllIrY rot ATTOIIlIYS rus AllD CO.TS
In tIl. .V.lle ...le 10 br......e 10,. ...,. por.,. to tIl10 .,crow, lneludlna tho
rlrl. ...,...,. ... ...,. orho.. por.,.. 00 ...lnoe .??lo o....r. ... orhor., lnellldlna
rho Url. c......,.. c1.1al1ll ...,. rlpe tIl.,. 110" haft 00 ...Ino. ..ch otller or
_..lnee the tiel. c.,&D,. the.. 1n chae 'YII"C. the putt.. herlco .,1". Co
lndoaU,. .... hold honl... tIlo Uel. c.......,. '..laoe ...,. .eeo....,.'. f... .nd
co... lne......d 10,. Ie.
14. AIIEInlhIloll TO UCIOV IllSTallCTIOIIS
AnJ' __II.. 0" .....l_e. to rho.. ..crev lno......Uono -.ee b. In
vrlt1n.. tha.. ..crow lUClWlclou '....cicuce m. netn lacl'OV la.eve." the
.,crow holdo.. .... tIlo p....l.. hor....
15. SUPIUIIDlTAI. TAUS
S.U... .... ...,.... ..lmovhdp rhoe rho .ubJoee ...,....,. _,. bo .ubJ.ce to
.....l_n..l ...... .... 00 . roou1e .t chonp of _.....1. eMlll1 .1... rhroup
till. ...rev. AnJ' -.....,. MJ..._ .... .1rho.. ....,. OIl roe.l.e .f .
.....1_a..l .... 10111 vl.ll .. .... bJ' tIlo porel.. .....lda .t till. ..crow _
..ccow holder 10 roloooM ot ...,. 11..,111.,. 111 CO_ClOll vl.tIl ._.
16. i'IILIIIIllAlt CIlAllCI or OlIIlIISHIr roIIl
...lor to clo.. ot ..crow...,.... vi!! b. ..nt . r..llalft11'J' Chon,. of
o.n.rohl. Iopore, ""lt1l lo .......lr.d 10,. rho Coun"" Iocordec'. offlc. to o.collpon,.
docuaenc. call.d for hlrata at the tt.e of recordiftl. Ie accordance with Sactlon
410.3 of ch. ....,.'ft\Ie and Taxation Coele. IllYII' 1. avan h, -..c raC\ll'n chI fom
c..,l...d and .1ano. .rlo.. ro clo.. .f .'crow. It E.crev Heldor de.. no.
rlcllve chi, report '1'101' co c10.. of ..crow, 'ur'~ luCborll.. "crow Holder to
chor.. hlo accoune vlt1l $20.00 ""lob I. rho f.. rho ,-.,.Iocordor .h.r... for
...or.l111 tIl. do.d vlthouc tho" c...1.... f.... ...,.... 11 hor.b,. pue oa notlo.
rhoe rho A.....or 11 ..q..i... eo 11011 oue tho fo.. fo.. c...l.UOlI laror on If lr
hoe nor b..n fll.d .e clo.. .t "crow.
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17. CCOD nlllDS 1.\11
Th. parci.. under,c.nd thac all fYnda co clo.. "crow euac be d.poalc.d
a suffici.nc nU8b.r of 4&y, prior to che cl... of '.crow In order to co.ply With
SICtion 12413.1 of che C.llforfti. Insurance Code. Clnerall, 'P..kinl. vlre
cran.tlrred tund. .ay bl depolicld inca our ..crow accounc anyct.1 prior Co thl
clo.. of '.crow. C..hier', ch.ck. and clrcified chick. (drawn on & local bank)
~c be dep..iced inco our I.crov accounc no 1.clr than 12:00 noon thl bu. In...
day b.fora cha clo.. of ..crow.
For intomattoa conelmine holu 011 oth.lr e::.,.. of chaco. pha..
coneacc yo~r ..crow oftlclr.
11. uroaTIIlG TO till IIlfIIIW. UYIIlUI SavICI
th. Tax a.t... Ace .t 11.. ,c..1.. cllee 'lue Mee1c... n.h In...ranc.
COIlp.n, ..... r.por. e. clio In......1 a.""..... S.m.. ..cc.1" 1at.....1."
raaord1n. .U r.al ....e. .........e1..... th18 1at....U.. 1ncllldo. -na o.h..
.h1n... clio ..Uee'. .oc1al .0CIIC1cy ........C and/.c .. 1.ne1f1..e1." _.. Ind
to......dl.,. -... - ell. ac'" ..1.. ,r1.. of .... eC.llOocel.". thh h no. I
ro""lr_e .....roe.. by 'lroe Mec1.... Tle1. 1_..... C__, b... roch.. I
-.... .f ....1'1.,. v1e11 clio IIIV .. lov. th18 1nt....U.. ....e b. ,r_ded CO
'le.e Mec1... T1el. Inolle..... c:o.,...y ...." cIIe _1.,. .t Iocrov. "'" IIcrow
._e cl.... ...c ... .... ... "'c .cIIoc __.. bo ro..... "".n ell.
1ato....1.n 1. ,r_.. _ clio ..11.c ..re1f1.. .... OCCUC.., .t ell. 1nt.....1.n
1ft vr1Uft.. I, ......01.. .f clio.. ...row 11lOencu.no, clio poceh. I.knowl.da.
r...1,e .f eII1. no.1...
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11. TAX lUOlTIIlG AIID I/IntHD~IIlG OIUC4TIDIII 0' t1II PAXTIa
STATI 1.\11
C.Uf.mlo 10""..... .... T&&IU.. Code S..e1.... 1UOS, UI15 _ 2U31
,1... ",.1.1 ro""lroMft.. f.c .. ropocc1.,. .nd v1c1lhold1.,. .. "",.ca "".., C U
chI ..111ftl ,cl.. l. .r....c chon '100,000 C.... hIIn4r.. choIIo_ do11.r.), Ind
C 11) .ho ..Un hoe noe ro.ot"". . C.Uf.enla H__r. Propo~cy Tax 1a.IIp.loft
d..r1.,. chi ,..c .f clio ..1.. _ C11ll "" ,...... e. .h. eronol.U." lro .. b.
d1.b..r... .. .1cho~ C.) . ..11.c v1dO . 1... known o4ldr... .....ldo .f
CoUfomla, oc (b) . 11_101 l.,COnodl.., .f clio ..U.~. tho Vlchhold1n. ....
11 ell... - o",.chl~' po"'lfte .f clio ..lU.,. ,r1.. .. .11.... 1n clio .........
th. ..Uee .., r._.. . v.1""c by ......01.,.:
'r_l.. T.. ".e.
1I1c1lhold .e S_. Uft1e
P. O. lea "1
S..r...".., C4 95112.0651
(916) 169..900
FEDIlAt 1.\11
In......l ao_ Code Socel.. 1445 '1.... _101 r.....1co...... t.r ...
ropore1.,. - v1chh.1.1.,.1D clio ,.rU.. .. . no1 ...... or_..U.. ""... chI
..Uee 11 . "'".r..1."e ,UID, . _....el. coepecIC1.. .~ ...._~.h1'. .
...el. .'epeC.elOll .c poccnoroll1, _cnUod by _-c..l.... Ie _-rulde.,e
..epecIChllO .c poccnocohlp..
1l1dO c..po.e eb boell clio S.... Low _ ,.doc.l Low rof..... .. Iboyo.
the ,aret.. co chla C~"'acClOft are ..lk1na aD 4CCOfney'.. accoqncanc'. or.och.r
Ca 1,.clal1.c'. oplal.. concem", the .fflce of the.. 1.- Oft chte cran.act1on
or ar. 1'.171.. .. their 0VIl ~l'd.e ~f t'h"fa !o.i\l#. ':be pu:l.. till '.4'11.
tr~.ctloll &1'1 IIOf acel"1 on or 1'.171"1 on any .tac...nca ... or ..ictld 111
tho ...row .ffl..c, e1el. oftl..r, .r ocho~ .10.1", .ftl..e w1th r..,... t. tlX
r.,oc.lnl oc v1chhc1.1na r.....1r..ft...
SILLEI'S INITlAtS
IUYEI'S INITIALS
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EXHIBIT "e"
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GRANT DEED
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REc:cOwG REOUlSTID BY:
Redevelopllent Agency of the
City of Sen Bernerdino
201 1I0rth -I- street, Third J'loor
San Bernardino, California .2401
WHIII RECORDID MAIL TO:
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Radevelopment Agency of the
City of San Bernardino
201 1I0rth -I- Street, Third Floor
San Bernardino, California .2401
Attn: 07.... Sharp, Project: Manager
Thie Space for Recorder'a Use
GRANT DEED
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THE OIIDERSIGIIID GIWITOR(.) DECLARE(.)
DOCUMEII'l'ARY TRAIISFER TAX ia IIOT APPLlCABLE/GOI1EIlH1f1P.IrIo ENTITY
[) unincorporated area [) City of
Parcel 110:
[) ~uta4 on full valua of proparty conveyed, or
[) coaputad on full value le.. value of Uens or enCUlllbrance.
re.aining at ti.. of .al., and
FOR A VALUABLE COIISIDERATIOII, receipt of Which ia hereby acknowledged,
THOIIA8 C. MASOII, a un-ied un a. hi. .01. and separat. property
(-Grantor- )
hereby GRAIITS, ASSIGIII, TRAIISFERS AND COIIVIYI to
Th. R.d.velopment Agency of th. City of San B.rnardino, a body corporate
and poUtic,
all of th. right, titl. and inter..t of th. Grantor, .ubject: to all matters
of r.cord, in that certain r.el property located in the City of San
Bernardino, County of San Bernardino, stat. of caUfornia, a. .ore tully
de.cribed in th. legal dascription attached h.nto .. Exhibit -A-, which is
incorporated her.in by thi. r.f.renc..
III WITllESS WHEREOF, th. Grantor has cau.ed the.. pr..ents to be .xecuted
thia _ day of , un.
THOMAS C. MASOII
8'1'ATB OJ' CALIPOJlIlIA
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on thi. day of
in t:he Y8U" un, before .., th.
under.ilf\ed, . lIotary Pu))Uo in and
for ..i4 county and stat., penonally
app.ared Th_ C. ..aon, per.onally
known to .. (or prOVed to
m. on th. be.i. of aatiafactory .videnc.)
to be th. per.on Who .xecuted the within
instruaent, and acknowledged to .. that
h. ex.cuted th. .....
(S19Jlatur.)
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(II..., typ.dor pr1nted)
(lpaC. above for Official Seal)
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