HomeMy WebLinkAbout _ 4.1(a)--Approve Purchase Agreement to acquire a parcel of land for Fire Station 9 GI �" Y � F
� � � ° � � � " � � CITY OF REDDING
REPORT TO THE CITY COUNCIL
MEETING DATE: April 18, 2023 FROM: Janelle Galbraith, Economic
ITEM NO. 4.1(a) Development, Innovation &
Eauitv Mana�er
***APPROVED BY***
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jgalbraith@cityofredding.org btippin@cityofredding.org
SUBJECT: 4.1(a)--Approve Purchase Agreement to acquire a parcel of land for Fire Station 9
Recommendation
Approve and authorize the following actions regarding the purchase of real property located at
2525 Tarmac Road (Property) (Assessor's Parcel Number 109-280-056)
(1) Approve the Purchase and Sale Agreement with State Compensation Insurance Fund
authorizing the purchase of 1.33 acres of property located at 2525 Tarmac Road for the
construction of Fire Station 9 in east Redding with a purchase price based on an updated
appraisal not to exceed$575,000;
(2) Authorize the Mayor to sign the purchase agreement and any additional documentation as
necessary that does not affect the sales price to facilitate the purchase; and
(3) Direct staff to obtain a valuation appraisal of the property from a MAI-designated
Appraiser to support the sales price.
Fiscal Impact
The funding for the acguisition of 2525 Tarmac Road (Assessor's Parcel N�umber 109-280-056)
was allocated by the City Council (Council) in Spring 2022. Funding comes from the allocation
the City of Redding (City) received as a result of the American Rescue Plan Act. Although there
will be no additional General Fund impact for the acquisition of the property, the anticipated cost
of the construction of the new fire station is a multi-million dollar project. The listed price of the
property is $5'75,000.
Alternative Action
The Council may decline to authorize th� purchase. This would require staff to find a ]ess
suitable alternative location to construct a new fire station.
Background/Analysis
In antieipation of future construction of Fire Station 9, staff identified potential properties to best
Report to Redding City Council Apri112, 2023
Re: 4.1(a)--Approve Purchase Agreement to acRuire a parcel of land for Fire Station 9 Page 2
meet the needs to provide equitable and efficient service to residents within this City service
area. Of the potential properties, vacant land located at 2525 Tarmac Road (APN 109280056)
was identified as the best option to provide service to residents in the central Redding corridor.
The property is owned by State Compensation Insurance Fund (SCIF) and is currently listed for
sale with a sales price of$575,000.
The property under consideration is located adjacent to a gas station and already has curb, gutter,
and sidewalks installed, thereby reducing infrastructure costs for development. The location is
desirable as it already has access control with a traffic light that can be adjusted as necessary to
meet the needs o�emergency vehicle traffic.
An updated appraisal is a required condition of the sale. If the valuation of the land does not
meet or exceed SCIF's asking price of$575,000, the City has the option to cancel the transaction
with no liability. A deposit of $20,000 will be submitted by the City upon execution of the
purchase agreement that will be applied to the purchase price, but could be refunded in the event
escrow does not close. A due diligence period of 180 days has been requested to consider
surveys and property reports provided by the seller, with the option for two 30-day extensions
with an additional refundable deposit of$5,000 for each extension.
The agreement has been reviewed and approved as to form by the City Attorney.
Environmental Review
This action is not a project as defined under the California Environmental Quality Act, and no
further action is required. Environmental surveys will be completed as necessary as a condition
of development and construction of the fire station.
Council Prior^ity/City Manager Goals
• Public Safety — "Work to improve all aspects of public safety to help people feel secure
and safe where they live, work, and play in the City of Redding."
� Government of the 21st Century — `Be relevant and proactive to the opportunities and
challenges of today's residents and workforce. Anticipate the future to make better
decisions today."
� Economic Development — "Facilitate and become a catalyst for economic development
in Redding to create jobs, retain current businesses and attract new ones, and encourage
investment in the community."
Attachments
Purchase and Sale Agreement
PURCHASE A D SALE AG EE E T
By and Between
STATE CO PE SATIO I SURA CE FUND
("Seller")
and
CITY OF REDDING
("Buyer")
T LE F C TE TS
a e
1. PURCHASE A D SALE................................................................................................................................. 1
1.1 Pronertv....................................................................................................................................... 1
2. PURCHASE RRICE........................................................................................................................................1
2.1 De osit......................................................................................................................................... Z
2.2 In erest on De osit........................................................................................................................1
2.3 Qi i i n f Qe osit...................................................................................................................1
2.4 Cash Balance..................................................................................................................................2
3. TITLE............................................................................................................................................................2
3.1 �� ���_.............................................................................................................................2
3.2 Bu�„er's Title Insllrance................................................................................................................2
3.3 Permitted Exce�tions.....................................................................................................................2
4. ESCROW......................................................................................................................................................3
4.1 O enin� af Escrow........................................................................................................................3
4.2 I i n Title Com an .......................................................................................................3
5. CLOSING......................................................................................................................................................3
5.1 Closwn ...........................................................................................................................................3
5.2 Failure to Close..............................................................................................................................4
6. DUE QILIGENCE...........................................................................................................................................4
6.1 Due Dili ence Period.....................................................................................................................4
6.2 Available Information.....................................................................................................................4
6.3 Title Review...................................................................................................................................4
6.4 In i n: Ri ,ht of Ent .............................................................................................................6
6.5 Bu�er's Re�orts. ......... ...............................................................................................................7
6.6 Indemnitu ......................................................................................
............................................... 7
6.7 Aooroval b Buyer.........................................................................................................................7
7. C NDITIONS TO CLOSI G..........................................................................................................................8
7.1 Seller's Condltions..........................................................................................................................8
7.2 Bugrer'c Conc�itions ........................................................................................................................8
7.3 F il r f nditions.....................................................................................................................9
T L F C TE TS
(Continue )
ae
7.4 Satisfaction of Condit�ons..............................................................................................................9
8. DELIVERIES INTO ESCROW........................................................................................................................9
8.1 Deliveries b�r Seller.......................................................................................................................9
8.2 Deliveries b�'Burter..................................................................................................................... 10
9. PRORATIONS: CLOSING COSTS: CREDITS................................................................................................ 1Q
9.1 Prorations................................................................................................................................... 10
9.2 Closin�Cc�sts...............................................................................................................................11
9.3 Other Ex enses............................................................................................................................11
10. QPERATION OF PROPERIY PENDING THE CLOSING................................................................................11
10.1 aintenance...............................................................................................................................12
1Q.2 Further Encumbrances.................................................................................................................Z2
11. REPRESENTATIONS ANQ ARRA TIES....................................................................................................12
11.1 Bu er's Re resentations and arranties...................................................................................12
11.2 Sell r's R resentations and Warranties...................................................................................12
11.3 Limitatians on Seller's Re�resentations and W�rranties..........................................................13
12. INDEMNIFICATION....................................................................................................................................14
12.1 Indemnification ...........................................................................................................................14
12.2 Defense of laim A ains Seller................................................................................................14
13. CASUALTY OR CONDEMNATION..............................................................................................................14
13.1 Casualtv.......................................................................................................................................14
13.2 Condemnation.............................................................................................................................15
14. CO ISSIONS..........................................................................................................................................15
14.1 Pa ment of the Sales Commrssion .............................................................................................15
15. OPTION RIGHT......................................................................................................................................................15
15.1 Seller's Ri�ht of First Refusal to Purchase ..........................................................................................15
16. NQTICES....................................................................................................................................................15
17. AS-IS SALE; QISC I ERS.........................................................................................................................16
17.1 o Reliance on Documents........................................................................................................17
17.2 As-Is Sale: Disclaimers................................................................................................................. 17
17.3 rviv I f limitations................................................................................................................ 18
18. DEVELOP ENT ATTERS........................................................................................................................ 18
1$.1 Bu�er's Ri�hts a�d Oblw��tw�ns .................................................................................................18
18.2 Indem nification. ........................................................................................................................... 18
T LE F C TE T5
(Cantinued)
ae
19. ISCEL NEOUS.......................................................................................................................................18
19.1 Time............................................................................................................................................18
19.2 Attorne�s' Fees...........................................................................................................................18
19.3 No Waiver...................................................................................................................................18
�
19.4 Entire A�reement........................................................................................................................19
19.5 Survival........................................................................................................................................19
19.6 Successors and Assi ns...............................................................................................................19
19.7 Severabilit�..................................................................................................................................19
19.8 Captions......................................................................................................................................14
19.9 Exhibits........................................................................................................................................19
19.10 Relationshi�s of t�„� Parit���..........................................................................................................19
19.11 Governin� Law............................................................................................................................19
19.12 Review b Coun 1...................................................................................................................... 19
19.13 Counter�arts...............................................................................................................................19
19.14 Fil�n,�of Re�orts.......................................................................................................................... 19
19.15 Third Part� Beneficiaries.............................................................................................................19
19.16 Facsimile Si�natures....................................................................................................................20
19.17 Instructions from$u�er..............................................................................................................20
20. DEFAULT...................................................................................................................................................20
20.1 Li�-uidated Dama�es.............................................................................................. ...... .....2Q
20.2 Default b�:Seller.........................................................................................................................21
C SE S LE EE E T
THIS PURCHASE AND SALE AGREE ENT (" ree ent") is dated for reference
purposes only("the Reference Date"), and is made by and between STATE C MPENSATION INSURANCE FUN ,
a non-profit, public enterprise fund ("Seller"), and CITY OF REDDING ('" uyer").
RECITALS
This Agreement is made with respect to the following facts and circumstances:
A. Seller owns certain real property consisting of approximately 1.33 acres of land, co only
known as 2525 Tarmac Road, Redding, California, which real property is referred to in #his Agreement as the
" ro erty" and is more particularly described in Exhibit A attached hereto.
B. Subject to the terms and conditions herein, Seller desires to sell and Buyer desires to purchase
the Property.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, Seller and Buyer agree
as follows:
1. P C SE S LE.
1.1 Proaertv. Subject to the terms and conditions hereof, Seller hereby agrees to sell,
convey and assign to Buyer,and Buyer hereby agrees to purchase and accept from Seller on the Closing Date(as
defined below) all of Seller's right, title, and interest in that certafn parcel of land situated in the City of
Redding,County of Shasta,State of California which ts described in Exhibit A together with all of Seller's rlght,
title and interest in and to all rights, privileges and easements appurtenant thereto(collectively,the"Lan ").
2. P C SE P ICE. Buyer shall pay Five-Hundred, Seventy-Five Thousand Dollars($575,000) as
the total purchase price for the Property("Purchase Price"),which shall be paid as follows:
2.1 De osit. ithin ten(10)days following the execution of the Agreement by both parties,
Buyer shall depositTwenty-thousand and 00/100 Dollars($20,000)(the"Initial e osit'")into Escrow(as defined
below).
2.2 In r n D i . Until any portion of the Deposit is released to Seller pursuant to
Section 2.1 above,the Deposit shall be held in Escrow in accordance with the provisions of this Agreement in a
federally insured interest-bearing account or other investment suitable for daily investment reasonably
acceptable to Seller and Buyer.The term "Deposit" shall include any and all interest then accrued.
2.3 Dis„„�osition of De osit. At the Closing (as deflned below), the Deposit shall be applied
and credited toward the payment of the Purchase Price. If Escrow does not clase, and this Agreement is
terminated in a manner governed by Sections 7.3(Failure of Condition),13.1(Casualty),or 13.2(Condemnation),
Escrow Agent shall return the Deposit to Seller or Buyer as provided in such Sections. If the Escrow does not
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close, and neither Section 7.3, Section 13.1, nor Section 13.2 applies, the provisions of Section 19.1 becames
applwcable, in which case the disposition af the Deposit shall be governed by the provisions of Section 19.1
(Liquidated Damages).
2.4 Cash Balance. On or before the Closing, Buyer shall deliver into Escrow�n im ediately
available funds the balance of the Purchase Price. The Purchase Price, net of any prorations and closing costs to
be paid by Seller as provided in thls Agreement, shall be paid by the Title Company to Seller on the Closin Date
by federal wire transfer of immediately available funds to a bank account(sj designated by 5eller in a written
notice to the Title Company given prior to the Closing.
3. TITLE.
3.1 Vestin of Title. At Closing, Seller shall convey fee slmple title to the Property to
Buyer by execution and delivery of the Deed (as defined below). Issuance by the Title Company (or an
unconditional commitment to issue) as of the Closing of the Buyer's Title Policy (as defined below) shal(
constitute evidence of delivery of title by Seller.
3.2 Bu er's Title Insurance., At Closing, the Title Company shall issue to Buyer a CLTA
standard coverage owner's form of title insurance palicy(or, if Buyer so elects pursuant to the next succeeding
sentence, an ALTA owner's form of title insurance policy) in the amount of the Purchase Price insuring that fee
simple title to the Property is vested in Buyer subject only to the Permitted Exceptions (as defined below)
(" uyer's Title Poli "). Buyer shall be entitled to request that the Title Company provide an ALTA title insurance
policy and/or such endorsements to the Buyer's Title Policy as Buyer may reasonably require, provided
that such ALTA policy and/or endorsements shall be at no cost or additional liability to Seller and the Closing
shall not be delayed as a result of Buyer's request. In the event that Buyer elects to obtain an ALTA policy,
notwithstanding any provision to the contrary of this Section 3.2, the issuance of such policy may not be a
Buyer condition pursuant to Section 7.2.4 unless Buyer has timely abtained, provided to the Title Company and
reviewed an ALTA survey (and obJected to any matters disclosed by the survey which Buyer desires to
disapprove) prior to the expiration of the Due Diligence Period (as defined below).
3.3 Permitted Exce�tions. As a condition precedent of Buyer's obligations as provided in
Section 7.2.4 (Satisfaction of Conditions) but not as a covenant of Seller, Seller shall convey the Property and
Buyer shall accept the Property subject to the following matters, which are collectively referred to as the
"Per i e Exceptions":
3.3.1 all exceptions to title shown in the Title Report(as defined below) as it may be
amended and on the Survey (as defined below)that are approved or deemed approved by Buyer as provided
in Section 6.3 hereof;
3.3.2 the Ifen of non-delinquent real and personal property taxes and
d55e5S11f12f1tS;
3.3.3 local, state, and federal laws, ordinances, or governmental regulatians,
wncluding but not limited to, building and zoning laws, ordinances, and regulations, now exlsting or hereafter in
effect with respect to the Real Property;
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3.3.4 matters affecting the condition of title created by or with the written
consent of Buyer; public records;
3.3.5 water rights, and claims of title to water, whether or not shown by the
discrepancies, conflicts in boundary lines, shortages in area, encroachments, and any state of facts which
inspection of the Property would disclose and which are not shown by the public records; and
3.3.6 unless Buyer elects to obtain an ALTA po(icy of title insurance,standard
printed exclusions generally included in a CLTA owner's policy(or ALTA owner's policy,as the case may be}.
4. ESC .
4.1 O enin of Escrow. Each party shall deliver three (3) executed counterparts of this
Agreement into escrow("Escrow'")to be established at PlacerTitle Company, Norma Chicoine.("Title Company"
ar "Escro
ent',')on or before three (3j days following the Reference Date. The date that the Title Company receives at
least one(1) fully executed counterpart ofthis Agreement shall be referred to herein as the"E ective ate".
4.2 In r i n t Titl m n . Seller and Buyer shall each be entitled to submit escrow
instructions to the Title Company in connection with the Closing. Seller and Buyer shal! in addition execute
such further escrow instructions as the Title Company may reasonably require in connectlon with the Closing
so long as such instructions are consistent with the provisians of this Agreement and the escrow instructions
of Seller and Buyer. In the event of any conflict between the terms and conditians of this Agreement and the
provisions af any escrow instructions prepared by Seller, Buyer,or the Title Company,the terms and conditions
of this Agreement shall control.
5. CL S! .
5.1 Closin�• The purchase and sale of the Property as contemplated by this Agreement,
including but not limited to the recordation af the Deed and the completion of the other matters required by
this Agreement to be done contemporaneously (the "Closin ") shall occur not later than one hundred eighty
(180) days following ail Governmental Approvals necessary to purchase the land parcel but in no event beyond
360 days following contract execution, whichever is the sooner to occur(the "Closing date"), unless extended
by necessity as specified herein. In the event that due to no fault of Buyer incfuding jurisdictional delays, or
CEQA challenges, Buyer requires additional time to secure approvals to close,Buyer shall have the right to extend
the Closing Date for up to two (2) thirty (30) day extensions to close (the "Extension Period"), for whlch uyer
shall deposit an additional Five thousand and 00/100 Dollars ($5,000) (the "Extension Deposit") with the Title
Company ar Escrow, applicable to the purchase price,for each respective necessary extension. Buyer shall gfve
at least three (3) business days' prior written notice of such Extension Period to Seller and the Title Co pany
and deposit with the Title Company along with the notice, the Extension Deposit. If Buyer fails to timely give
notice as aforesaid or pay any Extension Deposit as required herein,the r�ght to extend the Closing Date for any
and all unexercised Extension Periods shal! immediately lapse and terminate.
5.2 Failure to Close. If the Closing does not occur on or before the date set farth in Section
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5.1 above (as such date may be extended pursuant to the express provisions of this Agreement), then in the
absence of a wrwtten agreement between the parties to extend the Closing Date, either party hereto (so long as
such party is not then in default pursuant to this Agreement), without waiving any rights it may otherwise have
pursuant to the Agreement, may elect to terminate this Agreement by gwving written notice of such termination
to the other and to the Title Company.
. E ILI E CE.
6.1 Due Dili�ence Per'�ar�. The period commencing as of the E ective Date and continuing
through the date that is one hundred and eighty(180)calendar days following the Effective Date("Due Diligence
Date")shall be referred to as the" ue ili ence eria ". It is understood and agreed between the parties that
the Buyer's obligations to purchase the Property shall be subject to Buyer's satlsfaction of all matters affecting
the property and Buyer's development thereof, which must be satisf�ed or waived within the Due Diligence
Period.
6.2 Available Information. Within fifteen (15}days following the Effective Date, Seller will
deliver or cause to be delivered to Buyer f o r i n s p e c t i o n copies of all of documents, records, reports,
surveys, governmental approvals, and other documentary information in Seller's possession or control, which
relates to the use,occupancy,or condition of the property listed on xhi i attached hereto provided that the
same are not confidential or proprietary in nature (collectively, the "Due Diligence Materials"). Seller has not
undertaken any independent investigation as to the tru#h or accuracy of the documents and materials to be
delivered and is providing same solely as an accommodation to Buyer.
6.2.1 Restricted Information. Notwithstanding any provision to the contrary, "Due
Dlligence aterials" shall not include, and Seller shall have no obligation to furnish or otherwise ake
avallable to Buyer, any of the following documents: (i} any information received from or concerning any
other potential purchaser of the Property,
(ii) any federal or state income tax returns� (iii) any correspondence ar analyses regarding past, pending ar
proposed real property tax appeals; or (iv) any information or documentation that is privileged or otherwise
legally.protected from disclosure underapplicable law.
6.3 Title Review.
6.3.1 Title aterial. ithin five(5) business days following the E ective ate, Seller
will obtain and deliver to Buyer a current preliminary title report (the "Title Report") for the Property
prepared by the Title Company, together with a copy of the documents listed as exceptions therein. Buyer, at
its election, and at its cost, may obtain a survey ("Survey") of the Property prepared by a licensed engineer
which Survey shall be sufficient to provide the basis for an ALTA owner's polfcy of title insurance, The Survey
shall,be obtained by Buyer, if at all, prior to the expiration of the Due Diligence Period and, if obtained, Buyer
shall promptly deliver a copy of the Survey to Seller and the Title Company.
6.3.2 Review ofTitle. Buyer shall noti Seller in writing (the "Title otice") prior
to the expiration of the Due Diligence Period which exceptions to title as shown on the Title Report and
Sunrey, if any, will not be accepted by Buyer. If Buyer fails to natify Seller in writing of its disapproval of any
exceptions to title by the expiration of the Que Diligence Period, Buyer shall be dee ed to have approved
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the condition of title to the Property. If Buyer notifies Seller in writing that Buyer objects to any exceptions
to title, Seller shall have two (2) business days after receipt of the Title otice (but, in no event, later than two
(2)business days priorto the Due Diligence Date) to notify Buyer (a) that Seller will re ove such abjectionable
exceptions from title on or before the Closing, provided that Seller may extend the Cfosing for such periad as
shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such
exceptions to be removed. If Seller fails to timely give such notice to Buyer, then Seller shall be deemed to
have given notice to Buyer under clause (b) of the preceding sentence. Seller shall have no obligation to
remove any title exceptions ta which Buyer objects; provided, however, that Seller shal! remove, as of the
Closing, a!I liens evidencing any deed of trust (and related documents) ar mortgages securing financing, as well
as all judgment liens, mechanics' liens and liens evid.encing delinquent taxes. The procurement by Seller of a
commitment for the issuance of the Buyer's Title Policy (as defined in Section 3.2 hereof)or, subject to Buyer's
reasanable approval, an endorsement thereto insuring Buyer against any title exception which was
disapproved pursuant to this Section 6.3.2 shall be deemed a cure by Seller of such disapproval. If Seller
gives or is deemed to have g�ven Buyer notice under clause (b) above, Buyer shali have two (2) business
days from the date on which such notice to Buyer is given (but in no event later than the Due Diligence Date)
in which to notif�r Seller that Buyer w�ll nevertheless proceed with the purchase and take title to the Property
subject to such exceptions,or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice,
Buyer will be deemed to have elected to proceed with the purchase and take title to the Property su ject to such
exceptions. If this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.2, then
neither party shall have any further rights or obligations hereunder(except with respect to those matters
expressly stated to survive such termination), the Deposit shall be returned to Buyer and each party shall bear
its own costs incurred hereunder.
6.3.3 Subse ue Ti I Q f cts., Buyer may, at or prior to Closing, notify Seller in
writing (the "Subsequent Title Defects Notice") of any objection(s) to title exceptions
(a) raised by the Title Company between the expiration of the Due Diligence Period and the Closing and (b) not
disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Due
Diligence Period and which materially and adversely a ect title to the Real Property, provided that Buyer must
notify Seller af such objection(s) to title within two (2) business days of being made aware of the existence of
such exception. If Buyer gives a Subsequent Title Defects Notice to Seller,Seller shall have two(2) business days
after receipt of the Subsequent T1tle Defects Not�ce to notify Buyer (a) that Seller will remove such
objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for
such period as shall be required to effect such cure, but not beyond ten (1Q)days; or(b)that Seller elects not to
cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Selier shall have been
deemed to have given notice to Buyer under clause (b) of the preceding sentence. Seller shall have no
obligation to remove any title exceptions to which Buyer objects, provided however, that Seller shaff remove,
as of the Clasing,all liens evidencing any deed of trust or mortgage(and related documents) securing financing,
all mechanics liens and a!I judgment liens. The procurement by Seller of a commitment of the Title Company
for Buyer's Title Policy, subject to Buyer's reasonable approval, or an endorsement thereto insuring uyer
against any title exception which was disapproved pursuant to this Section 6.3.3 shall be deemed a cure by
Seller of such disapproval. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall
have two (2) business days from the date on which such notice to Buyer is given in which to notifij Seller
that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions
or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to
have elected to proceed with the purchase and take t�tle to the Property subject to such exceptions. If this
Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 then neither party shall
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have any further rights or obligations hereunder (except with respect to those matters expressly set forth to
suruive such termination),the�eposit shall be returned to Buyer and each party shall bear its own costs incurred
hereunder.
6.4 Ins�ection: Ri�ht of Entr�'. Buyer and Buyer's agents, contractors, engineers,
consultants, employees and other representatives (callectively, "Buyer's Representatives") shall have the
right, prior to the Closing or termination of this Agreement and subject to the terms and conditions of Section
6.6 below,to enter the Real Property to inspect the same upon reasonable notice to Seller. Buyer shall keep the
Property free and clear of any mechanics' liens, materialmen's I�ens or claims arising out of any of
Buyer's activities or those of Buyer's Representatives on or with respect to the Property. All entries onto
the Real Property by Buyer and all inspections and examinations thereof shall be at Buyer's sole cost and
expense, shall be done in a workmanlike manner in accordance with all applicable codes, statutes, ordinances,
rules, regulations and laws. Buyer shafl not perform any test or inspection or carry out any activity at the Real
Property which damages the Property in any way or which is physically intrusive into the soil of the Real Property
without the prior written consent of Seller,which Seller may not unreasonably withhold. After each entry onto
any portion of the Real Property,Buyer,at its sole cost and expense shall repair(which shall include replacement
where necessary) any damage to the Real Property arising from such entry. In connectRon with any inspections
of the Real Property, Buyer and Buyer's Representatives will carry liability insurance adequate in Seller's
reasonable judgment and, upon the request of Seller,will pravide Seller with written evidence of same. uyer
will give Seller reasonable prior notice of its intention to conduct any inspections or tests with respect to the
Real Property and Seller reserves the right to have a representative present.
6.4.1 Phase I Environmental Audit. During the Due DEligence Period, Buyer may
conduct (or have conducted on its behalf by an environmental auditor) a Phase I environmental audit of the
Real Property, subject to the terms and conditions of Sections 6.4.2 and
6.6 below.
6.4.2 Environmental Conditions. In the event that Buyer shall enterthe Real Property
for purposes of conducting a Phase I envlronmental audit of the Real Property, Buyer shall provide Seller with
at least forty-eight (48) hours' prior written notice of its intent thereof. Buyer shall not conduct a Phase II
environmental audit of the Real Property without the prior written consent of Seller which consent may be
wRthheld or granted in the discretion of Seller, not ta be unreasonably withheld, conditioned or delayed. In the
event Seller elects to withhold such approval prior to the expiration of the Due Diligence Period,Buyer shall have
the right to terminate the Agreement, in whwch event the entire Deposit shall be returned to uyer. uyer shall
not disclose to any third party, other than Buyer's consultants, agents and attorneys associated with any
environmental invest�gation of the Real Property and other than as may be required by appllcable law,the
results of any of Buyer's inspections or testing of the Property. Buyer shall ln addition be entitled to discfose
the results of Buyer's inspections or testing to investors, and potential lenders with respect to the Rea!
Property and shall further be entitled to disclose such information as required by applicable law including,
without limitation as required by service of process or subpoena,and in connection with any litiga#ion between
Seller and Buyer. Following the Closing, Buyer shall further be entitled to use and disclose such information as
reasonably required in connection wlth its ownership, development and operation af the Property. Prior to
performing any environmental inspections or testing of the Property, Buyer shall obtain any required per its
and authorizations and shall pay all applicable fees required by any public body or agency in connection
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therewith.
6.5 Bu er's Re orts. If the Escrow fails to close for any reason other than Seller's material
breach of this Agreement and provided that Buyer's entire Deposit shall have been returned to Buyer, then
all studies, surveys (including, without limitatron the Survey), if any, reports, test results and analyses
concerning the Real Property prepared by, for or on behalf of uyer in connection with the Property
(collectively, " uyer's e orts") shall at the option of Seller, immediately be delivered and assigned, to the
extent assignable, to Seller free and clear of all claims and at no cost, expense or liabilwty to Seller. Buyer shall
not be required to deliver to Seller internally prepared reports or analyses concerning the valuation or potential
performance of the Real Property, nar shall uyer be required to deliver to Seller any document which is
privileged or is otherwise legally protected from disclosure. Any Buyer's Reports delivered to Seller at
Seller's request pursuant to this Section 6.5 shall be delivered without representatian or warranty, nor shall
Seller assert any warranty or rights against the consultants of Buyer who have prepared such Buyer's Reports.
6.6 In ni . Buyer shall indemni , defend by counsel reasonably acceptable to Seller,
and hold Seller harmless from and against any and all costs,expenses,claims,demands,losses or liens,(including,
without limitation, mechanics' liens) including reasonable attorneys'fees, arising from ar in any fashion related
to the entry by Buyer or Buyer's Representatives on the Real Property or the performance by uyer or Buyer's
Representatives of any testing or investigations ofthe Real Property except with respect to any foss or liability
incurred by Seller resulting from the mere discovery by Buyer or Buyer's Representatives of the presence of
hazardous materials at the Real Property or the existence of other defects with respect to the Real Property.
ithout limiting the scope or generality of the foregoing indemnity, Buyer shall not permit any mechanics',
materialman's,or other lien against all or any part of the Property to exist as the result of any activity by Buyer
or Buyer's Representatives undertaken in connection with the Real Property. If any such lien shall be filed
against the Real Property or any portion of the Real Property, Buyer shall cause the lien to be discharged
within flve (5) business days after the filing thereof. The provisions of this Section 6.6 shall survive the Closing
and delivery of the Deed and shall further survive any earlier termination of this Agreement.
6.7 Aoproval by Buver. Buyer shall have the right to review and approve during the ue
Diligence Period all aspects of the Property, including but not limited to, (i) the Due Diligence aterials,
(ii)the physical and environmental condition of the Real Property, including, without li itation, the condition
of the soil at the Real Property, the condition of the ground water at the Real Property, and the presence or
absence of any hazardous materials at the Property, (iii) the financial condition of the Property, including,
without limitat�on, the feasibility, convertibility, desirabillty and suitability of the Property for Buyer's intended
use and purposes, (iv) the legal conditeon of the Property, including, wwthout li itation, the Property's
compliance or non-compliance w�th all statutes, ordinances, codes, regulations, decrees, orders and laws
applicable to the Property, (v) the existence or non-existence of any governmental or quasi-governmenta!
entitlements, if any, affecting the Property or any portion of the Property, (vi) any dimensions or specifications
of the Real Property or any part thereof, (vii) the zoning, building and land use restrictrons applicable to the
Real Property or any portion thereof, and (viii) all other matters which uyer deems relevant to its
purchase and development of the Property. In the event that uyer elects to approve all of the matters
as summarized in this Section 6.7 with respect to the Property, uyer shall give written notice of such
approval to Seller with a copy to the Escrow Agent (" roval o#ice") on or befare the Due iligence
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�
Date. The Approval Notice, if glven by Buyer ust be in the form of Exhibit C attached hereto. If uyer
fails to timely glve the Approval otice to Seller, Buyer shall conclusively be deemed to have
disapproved the Property and more particularly the matters set forth in this Section 6.7 in which case this
Agreement shall terminate, all rights and obligations hereunder of each party shall be at an end (except
those matters which are specifically stated in this Agreement to survive the termination), the eposit shall
be promptly returned to Buyer and each party shall bear its own costs incurred hereunder. If uyer timely
gives the Approval Notice to Seller, then Buyer shall be considered to have elected ta proceed wath the
purchase of the Property in accordance with the provisions of this Agreement, Buyer shall have no further
rights wifih respect to this Section 6.7, the conditrons for the benefit of uyer as set forth in Section 7.2.5
shall be considered to have been satisfied and uyer shall have no further rights to assert the conditions
set forth ln such Section.
7. C ITI S T CL SI .
7.1 Seller's Conditions. The obligation of Seller to sell and canvey the Property pursuant
to this Agreement is subject to the satisfaction on or before the Closing Date (or such earlwer date as
is specificaily set forth in this Agreement)of all of the following conditions precedent,which conditions are
for the benefit of Seller only and the satisfactlon of which may be waived only in writing by Seller:
7.1.1 Bu�er's Deliveries. Delivery and execution by Buyer of all onies,items and
instruments required to be delivered by Buyer pursuant to this Agreement;
7.1.2 Bu�er's Ree�resentations, uyer's warranties and representations set forth
herein shall be true and correct in all material respects as of the Effective Date and the Closing Date;
7.1.3 Bu er's Performance., Buyer shall have performed each and every
agreement to be performed by Buyer pursuant to this Agreement;
7.1.4 A��roval otice. uyer shall have timely given the Approval Notice to
Seller in accordance with the provisions of Section 6.7; and
7.2 Bu�rer's Conditions. The obligation of uyer ta acquire the Property pursuant to
this Agreement is subject to the satisfaction on or before the Closing Date (or such earlier date as is
specifically set forth in this•Agreement) of all of the following conditions precedent which conditions
are for the benefit of Buyer only and the satisfaction of which may be waived only in writing by Buyer:
7.2.1 Seller's Deliveries. Delivery and execution by Seller af all instruments and other
items required to be delivered by Seller pursuant to this Agreement;
7.2.2 Seller's Re<resentations. Seller's warranties and representations set forth in
Section 11.2 shall be true and correct in ali material respects as of the Effective Date and the Closing Date except
to the extent any representations or warranties become untrue between the E ective Date and the Closing Date
as a result of any actwons taken by Buyer with respect to the Property, whether pursuant to Article 17 hereof or
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atherwise, or any actions taken by Seller pursuant to its oblRgations under Article 17 of this Agreement;
7.2.3 Seller's Performance. Seller shall have performed in all material respects each
and every agreement to be performed by Seller pursuant to this Agreement;
7.2,4 u er's Title Poli . As of#he Closing, the Title Company shall have issued or
shall have committed to issue, upon the sole condition of the payment of its regularly scheduled premium,the
Buyer's Title Policy,
7.2.5 A pra�sal. The Purchase Price must be supported by an independent 3"� p8t�y
appraisal prepared by an AI-designated professional;
7.2.6 Buver's Approval, On or before the Due Diligence Date, uyer shall have given
the Approval Notice to Seller ln accordance with the pravisions of Section 6.7;
7.3 Failure of Conditions. If any of the conditions set forth in Sections 7.1 or 7.2 are not
timely satisfied or waived,for any reason other than the default of Buyer or Seller under this Agreement, then
this Agreement and the rights and obligations of Buyer and Seller shall terminate and be of no further force
or effect except as to those matters as specifically stated in thls Agreement to survive termination, in which
case the Escrow Agent is hereby instructed to return promptly to the party which placed such ite s into Escrow
all funds and documents which are held by the Title Company on the date oftermination and Seller or the Escrow
Agent(as the case may be)shall return the Deposit to Buyer.
7.4 Satisfaction of Conditions. The occurrence of#he Closing shall constitute satisfaction of
conditions set forth in Sections 7,1 and 7.2 not othe ise specifically satisfied or waived by uyer or Seller.
8. DELIVERiES INTO ESCROW.
8.1 Deliveries ba� Seller. On or before the Closing, Seller shall deliver or cause to be
delivered into Escrow the#ollowing documents duly executed and acknowledged where appropriate:
$.1.1 Deed. A grant deed (the "Deed") in the form attached hereto as Exhibit D
conveying the Property to Buyer as provided in this Agreement, which Deed is to be duiy executed and
acknowledged by Seller and if Buyer shal! be comprised of more than one person or entity on the Closing ate,
such Deed shall convey the Property to each person or entity compr�sing uyer as tenants in common;
.1.2 Seller' A h ri . Such proof of Seller's authority and authorization to enter
into this Agreement and consummate the transaction contemplated hereby and such proof of the power and
authority of the individual(s) executing and/or delivering any instruments, documents or certiffcates on behalf
of Seller to act for and bind Seller as may be reasonably required by Title Co pany,
.1.3 Closin� Statement. Two (2) duplicate originais of the Closing State ent
described in Section 9.1.3,duly executed by Seller;
.1.4 Title Com�an Re�uirPments. The Title Company`s standard form "Owner's
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Affidavit" and " ap Indemnity"; provided, however, that (i) Seller shall not be required to ake any
representations or warranties ta the Title Company to the extent the scope of such representation or
warranty exceeds the scope of any representation or warranty made to the uyer herein and (iij the scope
of the "Gap Indemnfty" shall be limited to instruments or agreements executed by Seller;
$.1.5 Other pocuments. As reasonably requested by uyer, the Title Company
or the Escrow Holder, any and all conveyances, assignments and all other instruments and docu ents as may
be reasonably necessary in order ta complete the transaction herein provided and to carry out the intent
and purposes of this Agreement.
8.2 D liv ri s er. On or before the Closing, uyer shall deliver or cause to be
delivered into Escrow the following funds and documents duly executed and acknowledged where
appropriate:
.2.1 Cash. The cash portion of the Purchase Price and such additional sums
as are necessary to pay the Buyer's share af closing costs, prorations and any fees as more particularly set
forth in Section 9 below;
$.2.2 er's Affidavit. Buyer's A idavit in the form attached hereto as Exhibit E
which is to be duly executed by Buyer;
.2.3 B r' A horit , Such proof of uyer's autharity and authorization to
enter into this Agreement and consummate the transaction contemplated by this Agreement, and such
proof of the power and authority of the individual(s) executing and/or delivering any instruments,
documents or certificates on behalf of Buyer to act for and bind uyer as may be reasonably required by
Title Company or Sellerr and
8.2.4 Closin Statement. Two (2) dupficate originals of the Closin State ent
described in Section 9.1.3, duly executed by Buyer; and
.2.5 Other ocuments.As reasonably requested by Seller,the Title Co pany ar
the Escrow Holder, any and all conveyances, assignments and alf other instru ents and documents as may
be reasonably necessary in order to complete the transaction herein provided and to carry out the intent
and purposes of this Agreement.
. TI 5: CL 51 C STS: C E ITS.
9.1 Prorations.
9.1.1 Taxes and Assessments. All non-delinquent real estate taxes on the
Property shall be prorated through Escrow based on the actual current tax bill as of 12:01 a. . on the
Closing Date with Seller respansible for all such taxes attributable to the period prior to such date and
time and Buyer responsible for all such taxes attributable to the period following such date and time. If
after the Closing, supplemental real estate taxes are assessed against the Property by reason of any event
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occurring priar to the Closing Date, uyer and Seller shall adjust the proration of the real estate taxes
following the Closing. Any delinquent taxes on the Property shall be paid at the Closing firom funds accru�ng to
Seller. Any current installments with respect to assessments on the Property shall be prorated through Escrow
as af 12:01 a.m. on the Closing Date and Seller shall have no obligation to pay any amount with respect to any
such assessments other than the prarated current installment. Any refund in cannection with real estate taxes
relating to the Property attributable to the period prior ta the Closing Date shall be paid to Seller.
9.1.2 Calculation of Prorations. All prorations shall be made on the basis of the actual
number of days of the month which have elapsed as of 12:01 a.m. on the Closing Date provided that the cash
portion of the Purchase Price is received by Seller's depository bank fn time to credit to Seller's account on the
Closing Date. If the cash portion of the Purchase Prwce is not so received by Seller's depository bank on the
Closing Date, then the day of Closing shall belong to Seller and such proration shall be made as of the end of
the day that is the Closing Date.
9.1.3 Proforma Closin� Statement. Buyer and Seller shall reasonably cooperate to
produce at least one business day prior to the Closing Date, a schedule of prorations in accordance with the
provisions of this Agreement which is as complete and accurate as is then reasonably possible. All prorations
which can be reasonably estimated as of the Closing Date shall be made in Escrow on the Closing Date. All
other prorations and any adjustments to the initial estimated prorations, shall be made by Buyer and Seller
within thirty (30) days fallowing the Closing or such later time as may be reasonably required, in the exercise
of due diligence to obtain the necessary information. Any net credit due one party from the other as the result
af such past-Closing prarations and adaustments shall be paid to the other in cash immediately upon the parties'
written agreement to a final schedule of post-Closing adjustments and prorations. The provisions of Section 9.1
shall survive the Closing and the recordation of the Deed.
4.2 Closin�, Costs.
9.2.1 Selle��� Seller shall pay (i) all documentary and transfer taxes;
(ii) fifty(50) percent of escrow fees; (iii)fifty(50) per cent af the cost for the CLTA title insurance policy; (iv) real
estate broker's commission; (v) recording fees; (vi) its own attorneys' fees; and(vii)all other costs as is standard
and customary in the County of Shasta for Seller to pay.
.2.2 E3�v�r'� �C� t�. Buyer shall pay (i) fifty percent of escrow fees, (ii) all recording
costs; (iii) the premium for the ALTA portion of Buyer's Title Policy, if applicable, and the premium for any
endorsements; (iv) fihe premium for the Buyer's lender's title policy, if any, (v) the cost of the Survey, if
applicable; (vi) its own attorneys'fees;and (vii)all other costs as is standard and customary in the City of Shasta
for uyer to pay.
9.2.3 Other Ex enses. Buyer and Seller shall each pay all legal and professional
fees and fees of other cansultants incurred by Buyer and Seller, respectively.
10. P ATI F E I T E CL SI . Following the Effective Date and pending
the Closing, the Seller shall operate the Property in accordance with the following:
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10.1 �, intenar�c . Except as provided in Article 17 hereof, Seller shall use co ercially
reasonable efforts to continue to manage and maintain the Real Property in such candition so that the Real
Property shall be in substantially the same physical condition as of the Closing Date as it is as ofthe ue Diligence
Date, reasonable wear and tear, Casualty, condemnation or any other event beyond the reasonable controi
of Seller excepted, provided however,Seller shall not be required to perform any capital improvements.
10.2 Further Encumbrances. Except as provided in 5ection 17 below or as otherwise
required by law or and governmental authority, Seller shall not execute any documents or otherwise take any
action which creates any encumbrance on the Property.
11. ES T TI S TIES.
11.1 Bu er's Re resentations and arranties. Buyer represents and warrants to
Seller thafi:
11,1.1 Authorit to Execute° Or anization. This Agreement constitutes the
valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, subject#o
bankruptcy, insolvency and similar laws a ecting the enforcement of creditors' rights generally and general
equitable principles;
11.1.2 No Encumbrance. Priorto Closing, Buyershall neitherencumbernorcause any
liens to be created against the Property in any way, nor shall Buyer, at any ti e, record this Agreement or
a memorandum thereof;
11.1.3 Princi�al: Financial Resources. Buyer is acting as a principa! in connection with
the transaction as contemplated by this Agreement and presently possesses, and will possess as of the Cfosing,
fihe financial resaurces ta timely cansummate the purchase and sale transaction contemplated by this
Agreement! and
11.1.4 Survival. Buyer's representations and warranties set forth herein shall survive
the Closing for a period of one (1)year.
11.2 Seller's Re r�ser�t�tions a�d rr R �. Seller represents and warrants to
Buyer that: .
11.2.1 Authorit to Execute• Or anization. Seller has full power and lawful authority
to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents
which are contemplated by this Agreement. This Agreement, when duly executed by all parties,wili constitute
a valid and binding obligation of Seller.
11.2.2 Violatian af Statutes. To Seller's Actual Knowledge, it has not received from
any governmental authority written notwce of any currently existing material violation of any material statute,
ordinance, rule, regulation or order applicable to the Real Property, or any part thereof.
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11.2.3 Due Dili ence aterials. To Seller's Actual Knowledge, the Due Diligence
aterials delivered to Buyer are true and complete copies of such documents.
11.2.4 Liti ation. Seller has no Actual Knowledge of any Iltigation, administrative or
other proceeding, order or judgment which is pending or outstanding or, to Seller's Actual Knowledge,
threatened against or relating to any portion of the Property and which will result in a lien, charge,
encumbrance or judgment against any part of or any interest in the Real Property that Seller wou(d be required
to remove under Section 6.3.
11.25 an Ri hts. To Seller's Actual Knowledge, there are no outstanding
leases,licenses or other occupancy agreements relating to the Property and there are no adverse or other parties
in possession of all or any portion of the Real Property.
11.2.6 5ervice A�reements. To Seller's Actual Knowledge, there are no management,
leasing,services, equipment, supply,maintenance orconcession agreements with respect to the Real Property
which wil! remain in effect after the Closing Date except as may be disclosed by Seller in writing no later than
thirty(30) calendar days before the expiration of the Due Diligence periad.
11.2.7 Eminent Domain. To Seller's Actua! Knowledge,Seller has not received any
written notice of any pending or threatened eminent domain proceedings affectin the Real Property, in
whole or in part.
11.2. O�tions. To Seller's Actual Knowledge, Seller has nat granted any options,
rights of first refusal or other rights to purchase any portion of the Real Property to any other person.
11.2.9 Actual Knowled�e. Seller's "Actual Knowledge" shall mean the current
actual (not constructivey knowledge of Teresa Naverec and shall not be construed, by imputatian or
otherwise, to refer to the knowledge of any affiliate of Seller, to any property manager, or to any other
officer,•agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon
such persons any duty to investigate the matter to which such actual knowledge, or the absence thereof,
pertains. Seller shall be under no obligation to make any investigation or inquiry regarding the Property or
other matters subject to this Agreement.
11.3 Limitations on Seller's Re resentations and arranties.
11.3.1 Material Chan�:e. Seller may notify Buyer of any change in any condition
with respect to the Real Property or any event or circumstance which makes any representation or warranty
of Seller as set forth in Section 11.2 of this Agreement untrue or misleading. In no event shall Seller be
liable to uyer for, or be deemed to be in default pursuant to this Agreement by reason of, any inaccuracy
of a representation or warranty which results from any change that occurs between the E ective Date and
the Closing Date; provided, however, that the occurrence of a aterial change which causes the
representations in Sections 11.2.1, 11.2.7 and 11.2.8 to be untrue in any material
respect as of the Closing and which is not permitted hereunder shall constitute the non-fulfiflment of the
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condition set forth in Sect�on 7.2.2 hereof. If, in spite of such nonfulfillment of the conditEons set forth in
such Section 7.2.2 the Closing occurs, Seller's representatlons and warranties set forth in this Agree ent
shal! be deemed to have been mod�fted by a!I statements made in any notice or notices of odification as
gwven by Seller to Buyer pursuant to this Sectlon 11.3.1 prior to the Closing.
11.3.2 Survival of Limitations. The provisions of this Section 11.3 shall survive any
Closing or Termination.
12. I E IFIC TI .
12.1 Indemnification. Buyer hereby agrees to indemnify Seller against,and to hold Seller
harmless from, all losses, damages, costs and expenses whatsoever including without limitation
reasonable legal fees and disbursements, incurred by Seller relating to the Property which arise, result
from or relate to (i) acts, occurrences or matters that take place subsequent to the Closing to the
extent that any such claim descrlbed in this clause (i) is covered by the commercial general liability
insurance policy maintained by Buyer or otherwise covered pursuant to applicable insurance coverage
maintained by Buyer-and in this connection uyer represents and warrants that uyer wil!during the period
of its ownership maintain commercial general liability insurance coverage;ar(iij any material breach of any
of the representations ar warranties of Buyer set forth in Section 11.1 of this Agreement.
12.2 Defense of Claims A�alnst Seller. ith respect to any cla�m for which Selier has
requested indemnification under Seetion 12.1, Buyer shall be entitled to assume the defense ofi any
related litlgation, arbitration or other proceeding, provided that Seller may at its election and expense,
participate in such defense, and provided further that if there is any difference of opinion or strategy with
respect to the defense of such action or the assertion af counterclaims to be brought with respect
thereto, uyer's counsel will, after consultatron with Seller's counsel, determine the actual strategy,
defense or counterclaim to be employed. At uyer's reasonable request, Seller will cooperate with Buyer
in the preparation of any defense for any such claim and Buyer will reimburse Seller for any reasonable
expenses incurred in connection with such request. If uyer does not elect to assume the defense of any
such matter, and such matter is defended by Seller, Buyer shall have the right, at its sole expense, to
employ separate counsel acceptable to Seller and participate in such defense, provided that if there is any
difference of opinion or strategy with respect to the defense of such actian or the assertion of
counterclaims to be brought with respect thereto, Seller's counsel will, after consultation with uyer's
counsel, determine the actual strategy, defense and/or countercla�m to be employed. The provisions of
this Article 12 shall survive the Closrng or any termination of this Agreement.
13. C S LTY C E TI .
13.1 Casualt�. If, prior to the Closing, any part of the Real Praperty is damaged or
destroyed by earthquake, flood, landslide, fire or other event typically cover,ed by "special form" property
insurance (a "Casualty"), then Seller shall immediately notify Buyer of such fact. If such damage or
destruction is "material", Buyer shall have the option to terminate this Agree ent upon notice to Seller
given not later than ten (10) business days after receipt of Seller's notice. For purposes of this Section
13.1, "material" shall be deemed to be any damage or destruction (i}where the cost of repair to the eal
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Property is estimated to be Five Hundred a nd Seventy-Five Thousand ollars ($575,000), or more, or(ii)
which Seller reasonably estimates shall take more than six(6) months to repair, If uyer does not exercise this
option to termsnate this Agreement, or the Casualty is not material, neither party shall have the right to
terminate this Agreement, but Seller shall assign and tum over to Buyer, and uyer shall be entitled ta receive
and keep all insurance proceeds payable to Seller with respect to such destruction (but not in excess of the
Purchase Price) and the parties shall proceed to the Closing pursuant to the terms hereof without odification
of the terms of thfs Agreement and without any reduction �n the Purchase Rrice and Buyer shall receive a
credit toward the Purchase Price of any unfunded deductible applicable to such insurance pol�cies. If Buyer
does terminate this Agreement pursuant ta thws Section 13.1, this Agreement shall terminate, all rights and
obligations hereunder of each party shall be at an end (except those rr�atters which are specifically stated in this
Agreement to survive the terminatlon) and the Title Company is hereby instructed to return promptly to the
party which placed such items into Escrow all funds (including the Deposit which is to be promptly returned to
Buyer) and documents which are held by the Title Company on the date of termination. The provisions of
California Civil Code Section 1662(a) are hereby waived by Buyer, and the provisions of this Section 13.1 shall
govern in case of a Casualty.
13.2 Condemnation. In the event that all or a portion of the Real Property shall be taken in
condemnatson or under the right of eminent domain after the Effective Date and befare the Closing or any such
condemnation proceeding has commenced after the E ective Date and has not been terminated before the
Closing, Buyer may, at its option either (a) terminate this Agreemenfi by written notice thereaf to Seller and
receive an immediate refund of the Deposit,together with any interes#earned thereon, or(b) proceed to close
the transaction contemplated herein pursuant to the terms hereof in which event Seller shall assign and tum
over to Buyer, and Buyer shall be entitled to rece(ve and keep all awards for the taking by eminent domain
which accrue to Seller and there shall be no reduction in the Purchase Price. In the event that Buyer elects
not to terminate this Agreement, uyer shall proceed to close the transaction contemplated herein and there
shall be no reduction in the Purchase Price and Seller shall assrgn and tum over to Buyer and Buyer shall be
entitled to receive and keep all awards for the taking by eminent domain•which accrue ta Seller. In such event,
Seller shall not be permitted to negotiate the amount of condemnation proceeds without Buyer's consent, which
shail not be unreasonable withheld, canditioned or delayed.
14. C ISS! S.
14.1 Pavment of the Sales Commission. Buyer represents and warrants to the Selferthat
no real estate broker or agent has been authorized to act on Buyer's behalf except for Northstate Commercial
Partners(" uyer's ent"). Seller represents that its real estate broker is CBRE.Seller shall be responsible upon
Closing of the pay to CBRE and Northstate Commercial Partners, a real estate commission in the amount of 6%
of the purchase price, by uvay of separate agreement.There are no other brokers in this transaction that ay be
entitled to commission wn connection with this sale, Buyer and Seller each indemnifies the other party and
agrees to defend and hold the other party harmless from any and all demands or claims which now or
hereafter may be asserted against the other party for any brokerage fees,commissions or simiiar types
of compensation which may be claimed by any broker as a result of the indemnifying party's acts in connection
with this transaction, except as otherwise provided herein.
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15. TI ! T.
15.1 Seller's Ri ht of First Refusal to Purchase. Should Buyer purchase the Property and
decide to resell, Seller shall have the Right of First Refusal to purehase the property. If Buyer receives from a
third party a bona fide offer to purchase the property, before Buyer may accept an o er, uyer ust first give
written notice to Seller of said offer. Seiler shafl have thirty (30) days from the date af receipt of said affer to
provide Buyer with written notice of acceptance of the offer. Cfosing shall take place 60 days from the date of
acceptance. If Seller fails to accept said offer within the thirty(30) days, Buyer may proceed to sell the Property
to said third party in accordance with the terms of the bona fide offer. If Buyer does not consummate a sale to a
third party withln the terms provided to Seller, Seller's option rights are restored and shall continue in full force
and e ect.
1 . TICES.
16.1 All notices, requests or demands to a party hereunder shall be in writing and sha(I be
given or served upon the other party by personal senrice, by certified return receipt requested or registered
mail,postage prepaid,or by Federal Express or ather nationally recognized commercia(courier,charges prepaid,
addressed as set forth below. Any such notice, demand, request or other communication shall be deemed to
have been given upon the earlier of personal delivery thereof, three (3) business days after having been
mailed as pravided above,or one (1) business day after delivery through a commercial courier, as the case may
be. Notices may be given by facsimile and shall be effective upon the transmission of such facsi i!e notice
provided that the facsimile notice is transmitted on a business day and a copy of the facsi ile notice together
with evidence of its successful transmission indicating the date and time of transmission is sent on the day
of transmission by recognized overnight carrier for delivery on the immediately succeeding business day.
Each party shall be entitled to modify its address by notice given in accordance with this Section 15.
If ta Seller: State Compensation Insurance Fund
Address:
Attention:
Fax:
ith a copy to: CBRE
Address:
Attention:
Fax:
If to Buyer: City of Redding,County of Shasta
Address:
Attention:
Fax:
ith a copy to: Northstate Commercial Partners
Address:
Attention:
Fax:
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17. S-IS S L ; ISC I E S.
17.1 o Reliance on Documents. Except as expressly stated herein, Seller akes no
representation or warranty as to the truth, accuracy or completeness of any materials, data or infor ation
delivered by Seller or its agents to Buyer in connection with the transaction contemplated hereby. Buyer
acknowledges and agrees that all materials,data and information delivered by Seller to uyer in connection with
the transaction contemplated hereby are pravided to Buyer as a convenience only and that any reliance on
or use of such materials, data or information by Buyer shall be at the sole risk of Buyer. Neither Sel[er, nor
any affiliate of Seller, nor the person ar entity which prepared any report or reports delivered by Seller to uyer
shall have any liability to Buyer for any inaccuracy in or omission from any such reports.
17.2 As-Is Sale: Disclaimers. IT IS UNDERSTOOD A AGREEQ THAT SELLER IS T AKI G
AND HAS OT AT ANY TI E ADE ANY ARRANTIES OR REPRESENTATIO S OF ANY KI D QR CHARACTER,
EXPRESS OR I PLIED, ITH RESPECTTQ THE PROPERTY, INCLUDING, BUT T LI ITED TO,A Y ARRANTIES
OR REPRESE TATIONS AS TO HABITABILITY, ERCHANTABILI OR FITNESS FOR A PARTICULAR PURPOSE,
� EXCEPT FOR THQSE EXPRESSLY SET FORTH IN THIS AGREE ENT.
BUYER ACKNQ LEDGES AND AGREES THAT UPQN CL SING SELLER SHALL SELL A D CO VEY TO UYER
A D BUYER SHALL ACCEPT THE PROPER "AS I5, HERE IS, ITH ALL FAULTS". BUYER HAS UT RELIE A D
ILL NOT RELY QN, AND SELLER IS NOT LIABLE FOR OR BOU D BY, ANY EXPRESS OR I PLIEQ ARRAM1lTIES,
GUARANTIES,STATE ENTS,REPRE�ENTATIONS OR INFOR ATIO PERTAI I G T THE PRQPER R RE TING
THERETO (I CLUDI G SPECIFICALLY, ITHOUT LI ITATION, OFFERING PACKAGES DISTRIBUTED ITH RESPECT
TO THE PROPER } A E OR FUR ISHED BY SELLER, QR ANY E PL YEES OR AGE TS REPRESENTI G OR
PURPQRTING TO REPRESE T SELLER,TQ HO EVER ADE OR GIVE , DIRE LY OR INDIRECTLY, RALLY OR IN
RITING. BUYER ALSO ACKNQ LEDGES THAT THE RURCHASE PRICE REFLECTS A Q TAKES !NT ACC U T
THATTHE PROPERTY IS BEI G SOLD "AS-IS."
BUYER REPRESE TS TO SELLER THAT BUYER AS CO DUCTED, OR I!L C DU PRI T
CLOSI G, SUCH I VESTIGATI S OF THE PROPER , I CLUDI G UT NOT LI ITE TO, THE PHYSICAL
A D E VIR E TAL CO DITIO S TNEREOF, AS BUYER DEE S ECESSARY R DESIRABLE TO SATISFY
ITSELF AS TO THE CO DITIO OF T E PROPER A T E EXISTE CE OR NO EXISTE CE R C RATIVE
ACTION TQ BE TAKEN ITH RESPECT TO A Y HA R QUS OR TOXIC SUBSTA CES OR ISC ARGED
FRO THE PROPER , AND ILL RELY SOLELY UPON SA E A D T UPON A Y f FOR ATI
PROVIDED BY OR �N EHALF OF SELLER OR ITS AGE TS OR E PL YEES ITH RESRE THERET . UPO
CLOSI G, UYER SHALL ASSU E THE RISK THAT ADVERSE A E S, I CLU I G UT T LI ITE T ,
ADVERSE PHYSICAL A D E VIRON ENTAL CO ITIO S, AY T HAVE BEE REVEALED BY YER'S
I VESTlGATIO S, A Q UYER, UPO CLOSING,SHALL E REE E TQ HAVE AIVE , RELI IS E AND
RELEASEQ SELLER (A D SELLERS OFFICERS, DI E ORS, SHARE OLDERS, E PLOYEES A D AGE TS) FRO
AND AGAI ST A Y A D ALL C I S, DE A DS, CAUSES QF ACTI (I CLU I G CAUSES F ACTI I
TORT), LOSSES, DA AGES, LIA ILITIES, COSTS A D EXPE SES (I CLUDI G REASQ ABLE A EYS`
FEES) OF A Y A D EVERY KI D OR CHARACTER, KNO R U K Q N HIC UYER IGHT AVE
ASSERTEQ OR ALLEGED AGAINST SELLER (AND SELLER'S QFFICERS, DIRECTORS, SHAREHOLQERS,
E PLOYEES AND AGENTS) AT A Y T! E BY REASO OF OR ARlSI G OUT OF ANY PHYSICAL C DITI S,
VlOLATIO S OF A Y APPLICABLE S A D ANY A D ALL OT ER ACTS, ISSI S, EVE TS,
CIRCU STANCES OR A ERS REGARDI G THE PROPER , SPECIFICALLY EXCLU I G, HO EVER, A Y
-17-
REACHES OF THIS AGREE E T. UYER HERE Y AIVES THE P OVISf S F CALIFOR IA CIVIL CODE
SE IQ 1542 HICH PROVIDES THAT:
"A GE ERAL RELEASE OES OT E E D T CLAI S ICH T E CRE ITOR ES OT
K OR SUSPECT T EXIST IN IS R ER FAV R AT T E TI E F EXECUTi G T E
RELEASE, HICH IF K O N Y I R HER UST HAVE ATERIALLY AFFECTED HIS R
HER SE LE E T IT THE DEBTQR."
UYER'S I ITIALS SELLER'S I ITIALS
17.3 Survivai of Limitations. The provisions of this Article 16 shall survive
Clasing or any termination of this Agreement.
18. DEVELOPMENT MATI'ERS.
18.1 Bu�er's Ri�hts and Obli ations. Promptly after the Effective Date, Buyer shail
commence the process of preparing and submitting with governmental agencies having jurisdictian over the
Real Property any necessary applications for approval of the development of the Real Property("Entitle ents")
contemplated under this agreement, and prior to Closing, Buyer shall diligently pursue final approval of such
Entitlements. Buyer shall not seek any Entitlements in connection with the development of the Property that
would result in any encumbrance of the Real Property.
18.2 Indemnlfication. Buyer shall indemnify, defend, protect and hold harmless
Seller from all losses, costs, claims, liabilities,and damages (including reasonable attorneys' fees) Seller may
incur as a result of(i) Buyer's application for or pursuit of any Entitlements for the development of the Property,
(ii) Seller's cooperation with Buyer in pursuing any such Entitlements and (iii) any breach of the provisions of
this Article 17 by Buyer or its agents, employees, contractors, successors and/or assigns, as applicable.
19. ISCEL E S.
19.1 Time. Time is ofthe essence in the performance of each party's obligations hereunder.
If the Seller's offer to sell fihe Property under the terms and conditions specified in this Agreement ss not accepted
by Buyer on or before 5:00 P. . on June 2, 2023,the offer shall be deemed automatically revoked, and neither
party shall have any obligation to the other for this Agreement. If the final date of any period which is set
out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the
United Sta#es ar the State in which the Property �s located, then, in such event, the time of such periad shall
be extended to the next day which is not a Saturday,Sunday or legal holiday.
19.2 Attorne�s' Fees. If any legal action, arbitration or other proceeding is commenced to
enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to an award of its
attorneys'fees and expenses.The phrase"prevailing party"shall include a party who receives substantially the
relief desired whether by dismissal, summary judgment,Judgment or othe ise.
19.3 No aiver. No waiver by any party of the performance or satisfaction of any covenant
or condition shall be valid unless in writing and shafl not be considered to be a waiver by such party of any other
-18-
covenant or condition hereunder.
19.4 Entire A reement. This Agreemen#contains the entire agreement between the parties
regarding the Property and supersedes all prior agreements, whether written or oral, between the parties
regarding the same subject. This Agreement may only be modified wn writing.
19.5 Survival. The provisions of this Agreement shali not merge with the dellvery of the
Deed but shall,except as otherwise provided in this Agreement, survive the Closin .
19.6 Successors and Assi ns. This Agreement shall be binding upon and inure to the benefit
of the heirs, executors, administrators and successors and assigns af Seller and Buyer; provided, however, that
Buyer shall not assign Buyer's rights and obligations pursuant to this Agreement to any party without the prior
written consent of Seller which consent may be withheld in its sole and absalute discretion.
19.7 Severabilit�r. In the case that any one or more of the provis�ons conta�ned in this
Agreement are for any reason held to be invalid,illegal ar unenforceable in any respect,such invalidity, illegality
or unenforceabilwty shall not affect any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein.
19.8 Ca�tions. Paragraph titles or captions contained in this Agreement are inserted as
a matter of convenience only and for reference,and in no way define, limit, extend or describe the scope of this
Agreement.
19.9 Exhibits. All exhibits attached hereto shall be incorporated herein by reference as
if set out herein in full.
19.10 Refationshi of the Parties. The parties acknowledge that neither party is an agent for
the other party, and that n�ither party shall or can bind or enter into agreements for the othQr party.
19.11 Governi,n� L aw,. This Agreement and the legal relations between the parties hereto
shall be governed by and be construed in accordance with the laws of the State of California.
19.12 Review b� Counsel. The parties acknowledge that each party and lts counsel have
reviewed and approved this Agreement, and the parties hereby agree #hat the norma! rule of construction to
the e ect that any ambiguities are to be resolved against the drafting party shall not be e ployed in the
interpretation of this Agreement or any amendments or exhibits here#a.
19.13 Counter��rts. •This Agreement maybe executed incaunterparts, each ofwhich shall
constitute an original. This Agreement shall only be effective if a counterpart is signed by both Seller and
Buyer.
19.14 Filin f Re orts. The Title Company shall be solely responsible for the ti ely filing
of any reports or returns required pursuant ta the provisians of Section 6045(e) of the Internal Revenue Code
of 1986 as amended (and any similar reports or returns required under any state or local laws) in connection
with the Closing.
19.15 Third Part Beneficiaries. This Agreement is for the benefit of Buyer and Seller and
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their respective agents, employees, shareholders, officers, directors, partners and successors and no third
party shall be entitled to the benefit of any of the provisions of this reement.
19.16 E-Si natures� Seller and Buyer each(a)has agreed to permit the use from time to time,
where appropriate, of electronic signatures in order to expedite the transaction contemplated by this
Agreement, (b) intends to be bound by its respective electronic signature, (c) is aware that the other will rely on
the electronic signature, and (d) acknowledges such reliance and waives any defenses to the enforcement of
this Agreement and the documents a ecting the transaction contemplated by this Agreement based on the
fact that a signature was achieved by electronic means only.
19.17 Instructions from Bu�er. Notwithstanding anything to the contrary herein, if at any
time the "Buyer" hereunder shall be comprised of more than one person or entity, Seller shall not be required
to follow any instruction or request from Buyer and no approval, consent or other action of Buyer hereunder
shall be effective unless such instruction, request, approval, consent or other action shall be �n writing signed
by each person or entity comprising Buyer.
2 . EF LT.
20.1 Lig�,uidated Dama�es. FRO AND AFTER THE EXPIRATIQ F TNE QUE DILfGENCE
PERIOD, IN THE EVENT THE SALE OF TME PROPERTY AS CONTEMPLATED HEREUNQER IS NOT CONSUMMATED
DUE TQ A DEFAULT OF BUYER, THE DEPOSIT (I CLUDING ALL lNTEREST EARNED FRO THE I VEST ENT
THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS lIQUIDATED DA AGES. THE PARTfES
ACKNO LE�GE THAT SELLER'S ACTUAL DA AGES IN THE EVE T THAT THE SALE IS OT CQ SU ATED
OULD BE EXTRE ELY DIFFICULT OR I PRACTICABLE TO DETER INE. THEREFORE, BY SEPARATELY
EXECUTING THIS.SECTION 19.1 BELO ,THE PARTIESACK O LEDGE THATTHE ONREFU DABLE DEPOSITHAS
BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASO ABLE ESTI ATE OF SELLER'S DA AGES
AND AS SELLER'S EXCLUSIVE RE EDY IN LA OR !N EQUITY AGAINST BUYER IN THE EVENT THE CLOSIfVG D ES
NOT OCCUR ANQ AS SELLER'S SOLE AND EXCLUSIVE RE EDY AGAINST UYER ARISI G F R SUCH FAILURE
OF THE SALE TO CLOSE. IN ADQITlO , BUYER SHALL PAY ALL TITLE, SURVEY A D ESCRO CANCELLATI
CHARGES. SELLER'S RETENTION OF THE DEPOSITY (AND ALL INTEREST THEREQ HILE I ESCRO ) AS
LIQUIDATED DA AGE5 IS NQT INTENDED AS A FORFEITURE OR PE ALTY U QER CALIF R IA CIVIL CODE
SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTE DED TO CQ STITUTE LIQUIDATE DA AGES TO SELLER
PURSUANT TQ SECTIONS 1671, 1676 A D 1677 OF THE CALIFQRNIA CIVIL CO E, Q ITHSTA DI G THE
FOREGOING, IN NO EVENT SHALL THIS SECTION 19.1 LIMIT THE QAMAGES RECOVERABLE BY EITHER PARTY
AGAINST THE OTHER PAR DUE TO (A) THE OTHER PAR 'S OBLIGATION TO I DE NIFY SUCH PAR IN
ACCORDANCE ITH THIS AGREE ENT, OR (B) THIRD PARTY CLAI S. BY THEIR SEPARATELY EXECUTI G THIS
SECTION 19.1 BELO , BUYER AND SELLER ACKNO LEDGE THAT THEY HAVE READ AND U DERSTOQD THE
ABOVE PRQVISION COVERING LIQUIDATED DA AGES,AND THAT EACH PAR AS REPRESE TED BY CQU SEL
HO EXPLAI ED THE CONSE UENCES OF THIS LIQUIDATEQ DA AGES PR VISIO AT TNE TI E THiS
AGREE ENT AS EXECUTED.
BUYER'S I ITIALS SELLER'S I ITIALS
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2Q.2 Default b Seller. In the event the sale of the Property as conte plated hereunder is
not consummated due to Seller's material default hereunder, uyer shall be entitled, as its sole remedy,to
receive the return of the Deposit,which return shall operate ta terminate this Agree ent and release Seller from
any and all liability hereunder uyer expressly waives its rights to seek damages in the event of Seller's default
prior to the Closing hereunder. Buyer shall be deemed to have elected to terminate this Agreement and receive
back the Deposit.
S/GNATURES APPEAR ON FQLLO !NG' PAGE
-21-
IN ITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first abave written.
SELLE : Y ;
STATE CO PENSATION INSURANCE CI OF REDDING, COUN OF SHAHSTA
FUND, a non-profit, public enterprise fund
�� ���Na� � �.
r � ��� � e� .�.
By� � � gy;
Name: � �.��� � ��,� Name:
Title: � Title:
-22-
LIST F I ITS
Exhibit A Legal escription of Property
Exhibit B Due Diligence aterials
Exhibit C Approval Notice
Exhlbit D Form of Grant Deed
Exhibit E Form of Buyer's Affidavit
�
-23-
� i
PLAT AND LEGAL DESCRIPTIUN QF PROPERTY
All that certain parcel of land, consisting of approximately 1.33 acres of land,situated at 2525 Tarmac
oad in the City of e din , Caunty of Shasta,State of California ein escri e as follows: arcel
u ber 1Q -2 -056, as shown u on Parcel a 1 9-28 elo , as filed in t e icial ecor s of Shasta
County.
PARCEL MAP
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i ir
QUE QILIGENCE MATERIAlS
Pro e�� _ocu en#s. Seller shall make available to Buyer for its inspection the following
.. --
documents relating to the Property, but only ta the extent the same are in Seller's possession or under
its custody or control:
(i) Copies of real estate tax bills for the most recent three (3) real property fiscal
tax years.
(ii) Copies of all presently effective cantracts and service contracts relating to the
Property entered into by Seller.
(iii) "Surveys.
(iv} Copies of soils reports, environmental reports,geological reports,ground
water reports, and reports regarding the presence or absence of any toxic substances ar underground
storage tanks.
(v) Copies of any governmental approvals or permits.
[�ata Classific�tion:Cc,n�identi�l
EXHIBIT C
FOR OF APPROVAL OTICE
April 4,2023
State Compensation Insurance Fund
1010 Vaquero Circfe
Vacaville,CA 95688
Attention:Teresa Navarec
Re: Purchase and Sale Agreement (" reement")
dated
by and between State Compensation Insurance
Fund ("Seller")and
("Buyers")
Gentlemen:
With reference to the above Agreement, and specifically with reference to Section
6.7 af the above Agreement, please consider this letter notice of Buyer's approval of all
of the matters described in Section 6.7 of the Agreement.
This letter constitutes the "Approval Notice" as defined in the Agreement.
Very truly yours,
By:
Name:
Its:
E�at�Classification:CcanfEdential
EXHI fT D
F R OF GRANT DEED
RECORDING REQUESTEQ BY
AND RECORDED MAILTO
MAIL TAX STATEMENTS TO
�
G A T EED
FOR VALUABLE CONSIDERATI(?N, receipt of which is hereby acknawledged, STATE
COMPENSATION INSURANCE FUND, a non-profit, public enterprise fund ("Grantor") hereby grants
to a (PBGrantee"), that certain real property(the "Property") located in the City of
Redding, County of Shasta, State of California, as more particularly described on Exhibit A attached
hereto, together with all of Grantor's right, title and interest in and to all easements, privileges and
rrghts appurtenant to the Property and pertaining or held and enJoyed in connection therewith.
The conveyance hereunder is made subject to matters of record or apparent from an inspection
or survey as of the date hereof. , 1
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of(insert date)
G RANTOR:
STATE COMPENSATION INSURANCE FUND, a
non-profit, public enterprise fund
By:
Name:
Title: .-
Cl�t��Oc355I�6Ca�IC3C&:�Otlft{�E'P1t1��
EX I IT E
F F UYER'S AFFIDAVIT
(" uyer") certifies the following to STATE
COMPENSATION INSURANCE FUND,a non-profit, public enterprise fund ("Seller"):
A. Pursuant to Section 6 of that certain Purchase and Sale
Agreement dated , byand between Seller and Buyer(the"Purchase and
Sale Agreement"), Buyer has had full access to that certain property located in County
of Shasta, State of California, as legally described on Exhibit "A" attached hereto (the
"Property") and has,to Buyer's satisfaction, exercised its right to inspect and evaluate the
Property for purchase; and to review all files of Seller relating to the Property(as defined in
the Purchase a n d Sa I e Agreement) which Buyer thinks important or material.
B. Buyer and experts of Buyer's choice have had full access to the Property and
have, to Buyer's satisfaction, had the opportunity to inspect, physically the Property, to
analyze present and past uses of the Property, to analyze Buyer's use for the Property, to
determine the fair market value of the Property in its '°AS fS" candition; and to verify
independently all material documents and information provided to Buyer by Seller and
Seller`s Agents(as hereinafker defined).
C. No promises or representations have been made by Seller or Seller's Agents
and no promises or representatians have been relied upon by Buyer in connection with the
Property or the Purchase Agreement except as specifically set forth in, the Purchase
Agreement.
D. There are no unperformed written covenants by Seller or Seller's Agents
in cannection with the Property,or the Purchase Agreement except as specifically set forth
in the Purchase Agreement and agreements executed pursuant thereto.
E. Buyer has not relwed upon and is not relying upon any document,
representation or information provided to Buyer by Seller or Selier's Agents except those
express warranties,extended by Seller to Buyer in the Purchase Agreement.
F. As of the Closing(as deflned in the Purchase Agreement) Buyer affirms the
disclaimers and waiver as set forth in Section 16.2 of the Purchase a n d S a I e Agreement.
G. For purpases ofthis affidavit,"Seller's Agents"shall refer to Seller's brokers,
contractors, property managers or similar individuals or entities engaged by Seller with
respect to or invalving the Property.
BUYER:
By:
Name:
Twtle:
Dated: