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Home My WebLink About _ 4.1(a)--Third Amendment to PSA; Crosland Barnes Group; Stillwater GI �" Y � F � � � ° � � � " � � CITY OF REDDING REPORT TO THE CITY COUNCIL MEETING DATE: August l, 2023 FROM: Jason Gibilisco, Management ITEM NO. 4.1(a) Assistant to the City Manager ***APPROVED BY*** ��n � .�� .,N,.�� , � ��' c 7t�su��Ci' ifi c�;��" a��a�c�aac�t l,�i+i��e�t�to tlrW C�i¢y hSt7r�ag�x 7r'.n,n'�(�2,� � ��y ippil�,�Ci � �Ci� r� 7/��S/2423 jgibilisco@cityofredding.org btippin@cityofredding.org SUBJECT: 4.1(a)--Third Amendment to Real Estate Purchase and Sale Agreement with Crosland Barnes Group (C-9146); Stillwater Business Park Recommendation Authorize and approve the following actions regarding the sale of real property located at 5300 Venture Parkway, Stillwater Business Park Lot 6a (Formerly identified as Assessor's Parcel N�umber 054-220-028, now identified as 054-220-033) to Crosland Barnes Group: (1) Approve the Third Amendment and Reinstatement to the Real Estate Purchase and Sale Agreement (C-9146) with Crosland Barnes Group, for 3.7 aces of City of Redding-owned property, thereby completing the due diligence period and closing escrow by August 31, 2023; (2) Approve the use of Fidelity National Tit1e Insurance Company as the Escrow Company; (3) Authorize the City Manager to execute all related documents needed to complete the transaction; and (4) Find the sale of the City-owned property is categorically exempt from review under the California Environmental Quality Act Guidelines Section 15312 (surplus Government Property Sales) Fiscal Impact An appraisal of the property was performed on May 19, 2022, for $325,000 and is the agreed upon purchase price. The funds from th� purchase will be deposited into the City of Redding's (City) Capital Project Fund. The use of these funds is subject to City Council's (Council) consideration and approval. Alternative Actzon The Council could choose not to extend the escrow closing date, thereby canceling the original eontract with Crosland Barnes Group and place the property baek on the market. Report to Redding City Council July 26, 2023 Re: 4.1(a)--Third Amendment to PSA; Crosland Barnes Group;Stillwater Page 2 Background/Analysis Crosland Barnes Group, submitted an offer to purchase the northernmost portion of City of Redding (City)-owned property located at 5300 Venture Parkway (Assessor's Parcel Number 054-220-033), depicted in the attached parcel map. Crosland Barnes Group is a real estate developer with a national portfolio of retail, commercial, and industrial properties. The intended use of the parcel is an industrial distribution facility for a local commercial client interested in expanding its business and moving into a larger facility. The subject Third Amendsnent and Reinstatement to the Real Estate Purchase and Sa1e Agreement (Third Amendment) completes the due diligence period and extend the close of escrow by August 31, 2023. There was a previous third amendment approved, which was not fully executed that would have extended the due diligence period to June 30, 2023. Staff was unaware that the amendment was not fully executed and is requesting approval for a new Third Amendment. Crosland Barnes Group contacted City staff to inform them they are ready to close escrow as soon as possible. Environmental Review The sale, inclusive of this amendment, of the City-owned property presents no significant impact on the environment and is therefore categorically exempt from review under the California Environmental Quality Act Guidelines Section 15312 (Surplus Government Property Sales). Council Priority/City 1Vlanager Goals This is a routine operational item. Attachments ^PARCEL 6 A Map 1-12-22 ^Updated Parcel Map ^C-9146 - Third Amendment and Reinstatement to Rea1 Estate PSA C-9146 - Second Amendment-2023 - Crosland Barnes Group C-9146 -Amendment- 2022 - Crosland Barnes Group Crosland Purchase Agreement - C-9146 ,' �y�yPORTION SE 1�4 SEC. 23 T31 N, R4W, MDM r � ti,; , � , — - — . 1 , ��, , , ° � � , � � , � � � �°;, C'��-��.��n��_ �- � , � � � v , �� _.�1 , .�.�. , .� _�_..__._ ,' POINT OF\BEGINNWG � � � �� ` NE CORNER �.,..m_.- _,___._,_� ��...a� � PCL 6 37—PM-93 � �_.��- t�.... �� r `e„�r � m , G e c�°� ` vt � ,�D� ,� � A�y � � /li m i S 5��6�Q5 ��c� �\ �'� ra 10 ��s , G , e�- `, � t �� R� � ,'\ \ �.,�r��_ � �' 2 \ o�\ � \� � �, � \ , PARCEL 6A '� RS- ' , ; W 161173 S.F. \�� °� �.p ,r r o e�� I w � 3.�0 ACRES ��,\ �,�LL '\r, ��.��'e� ,, W� �� `S�� rY�Q�� _� � � , . �;� � �� W �`��c�� \, �...�� c� r,o, ,� ; �� `� c--- ,° �';��m�_ � r � ��l � �� PARCEL 6B �`y� �a � °t o L=267J7' ?� N � R=938.00' `'� I �, o� D=16'21'22" �� .............. O N �,,,4 '�, C,d — `,.� I �� ' m 631.26' `eo _ N 89'51'59" E �tt �t �� 1� t �� C�� -��:� �� ,k '.V 4 �6 'd ld ......... ..... . ..... ......... ..... . .... �.. i R ,,,. ........ !� �,,,,. ........... :I �,,,, ,....... il .,,, ,........ !R ,,,, ........... Ip ,,,. ........... �@ , ,........ 't ENGINEERING DIVISION EXHIBIT "B" 0 200 40o PARCEL 6—A DWG. N0: 5300 VENTURE PARKWAY, REDDING, CA Sheet t of � JANUARY, 2022 APN 054-220-028 � �../ \�/ ; �N �:./ � f�� . i ^ u, � '.r. 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I �'a s'�'\ �'ob Fb tes �e� 3.Z5.Zt, BS 0 �' �s � '` `�8 �88'SL4 �� 540°��a3:3'-V "c�s , J��Pv's'o u� ' o -: �t. ° g16°08'45� 9`flo �S'� o a� I ¢ 84 64' � � y � �� o r. < � �"� s� rn , �o�`'�P'°� u .� U1 �� I � o � uia �' ,Si�o �E^�L Z w So. "� ,�� c�b'Ss 0 W c'��v^��' I N� �i� n.^S� `a°� ��'s �'o a= �ro Kt a :u -'n . �\ Z V.��w W N 'a'� � 'n ^ �' 'qC p'SN-� t o o :_� I ty y "�p`O � o `o N �"' �'t. �N m�4 0`o c 'h 699Z �m1^,y� �i`yry �n Q z' o wt��im�.� � p� 48 °'o �_ ¢g "�^ y� e2g E�" 2�'�� n ti: w.`o�m 5�'°a 2 � ��9�5 � N��1�� .o� g2�� ,n. `F � '6 0=�� I o 932� 'l,g 387'y10 � �,r� 3\ e �v�'�- �1� 6^. `' .o �nf '., `\. n� p U��5 0= � S 2"' ' . . a,4�J, ma°'?r` �. •,``�.. m�� '� S� ;s�S�1'2 �, �� 3 m..�m" � � � ��il Q a Q ��o� ym��, w�„�+ r r�, yp°m� i.,� �D C� A b°'`a y'n q. N : � �, I o � OCJ.E C1y� �0 ::O � L!I 7 M Q��['c� t...,,0..�. N S`1 S � y.�::; tc '. m� �LS'OZEI N�.9Z�1tia68S �� ti ,L8'62£t M..9Zd4Q68S "`'� � ��'_�`�` ,� ti ��A b� 4}� N .. / O\ �� U \ !1'^� t�I _' N DocuSign Envelope ID:68E68FA6-FFA7-43AGABOF-D7B22757FEE8 THIRD AMENDMENT AND REINSTATEMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT This Third Amendment and Reinstatement to the Real Estate Purchase and Sale Agreement("Third Amendment"), is entered into this First day of August, 2023, with regard to that certain Purchase and Sa1e Agreement and Joint Escrow Instructions ("Agreement") dated January 24,2022,and amended October 21,2022,and February 27,2023,by and between THE CITY OF REDDING, a California municipal corporation("Seller"), and CROSLAND BARNES GROUP ("Purchaser"), concerning that certain real property consisting of approximately 3.7 acres, in the Stillwater Business Park, Lot 6a (Assessor's Parcel Number 054-220-033 (portion)), located at the northern portion of 5300 Venture Parkway in Redding, California ("Property"), as more particularly described in the Agreement. WHEREAS, the parties desire to modify the Agreement pursuant to the terms as herein set forth. AGREEMENT NOW THEREFORE,in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt of sufficiency of which is hereby acknowledged by the parties hereto, it is agreed as follows: 1. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. A11 references in the Agreement andlor this Third Amendment shall hereafter constitute a reference to the Agreement, as amended by this Third Amendment. 2. The parties hereby agree to amend the Agreement as more particularly set forth in paragraph 3 below. 3. The parties hereby acknowledge and agree that the Due Diligence Period(as set forth and defined in Section 9.1 of the Agreement)is hereby completed and escrow to be closed by S:OOPM Pacific Time on Au�ust 31, 2023. 4. The parties acknowledge that they have had input into the drafting of this Third Amendment, have had the opportunity to consult an attorney in connection herewith, and that any construction of this Third Amendment shall not be construed for or against any party, but rather shall be given a fair and reasonable interpretation, based on the plain language of this Third Amendment and the express intent of the parties herein. 5. This Third Amendment is intended to modify the Agreement and shall be deemed to amend any language in the Agreement which is contrary to the provisions set forth DocuSign Envelope ID:68E68FA6-FFA7-43AGABOF-D7B22757FEE8 herein. Any covenant or provision of the Agreement which is not inconsistent with this Amendment shall remain in full force and effect. 6. This Third Amendment may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.An electronic signature(such as DocuSign) or a PDF or electronically transmitted signature on this Third Amendment sha11 be binding as an original. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID:68E68FA6-FFA7-43AGABOF-D7B22757FEE8 SIGNATURE PAGE IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the day and year first above written. SELLER: THE CITY OF REDDING, a California municipal corporation By: Barry Tippin, City Manager PURCHASER: Crosland Barnes Group DocuSigned by: L(M�'�� V. ��S By' 50?4C?OAS8D846?... Ned Barnes, Managing Partner ATTEST: , City Clerk I T Y ��,�. �I1"°( F B ' '"�- �i 777 Cypress Avenue, Redding, CA 96001 , � , ;f PO BOX 496071, Redding, CA 96049-6071 C A L I F � R �( I �' �ityofre�lc(ingec�r� :,:� , � � � PAMELA MIZE,CITY CLERK SHARLENE TIPTON,ASSISTANT CITY CLERK 530.225.4447 530.225.4463 FAX March 1, 2023 Crosland Barnes Group ATTN: Mary Dameron Milliken rra�z�v.t�illikel�(r;�)cz•c�sla.nL�ba1•nes ��•o��.cc�t�7. _.�.�__. _._...�..�.,..��_...___.__m.__ RE: Second Amendment—C-9146 Dear Mary Dameron Milliken: Enclosed please find a copy of the above referenced fully executed Second Amendment to Real Estate Purchase and Sale Agreement by and between the City of Redding and Crosland Barnes Group, concerning Lot 6a, APN 054-220-028 (portion), in the Stillwater Business Park, located at the northern portion of 5300 Venture Parkway in Redding, California. If you have any questions regarding this agreement, or if we can be of assistance, please contact the Office of the City Clerk at (530) 225-4439. Sincerely, � p��"� � � , �� Kristen MeGee Management Analyst Enclosure cc: Janelle Galbraith DocuSign Envelope ID:69F61CC8-F3D8-4485-8BC0-42425E6E96DA SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT This Second Amendment to the Real Estate Purchase and Sale Agreement ("Second Amendment"), is entered into this �°'day of� ��!�, 2023, with regard to that certain Purchase and Sale Agreement and Joint Escrow Instr�ictions ("Agreement") dated January 24,2022, and amended October 21,2022,by and between THE CITY OF REDDING, a California municipal corporation ("Seller"), and CROSLAND BARNES GROUP ("Purchaser"), concerning that certain real property consisting of approximately 3.7 acres, in the Stillwater Business Park,Lot 6a(Assessor's Parcel Number 054-220-028(portion)),located at the northern portion of 5300 Venture Parkway in Redding, California("Property"), as more particularly described in the Agreement. WHEREAS,the parties desire to modify the Agreement pursuant to the terms as herein set forth. AGREEMENT NOW THEREFORE, in consideration ofthe mutual covenants set forth below and other good and valuable consideration, the receipt of suf�ciency of which is hereby acknowledged by the parties hereto, it is agreed as follows: 1. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. All references in the Agreement and/or this Second Amendment shall hereafter constitute a reference to the Agreement,as amended by this Second Amendment. 2. The parties hereby agree to amend the Agreement as more particularly set forth in paragraph 3 below. 3. The parties hereby acknowledge and agree that the Due Diligence Period(as set forth and defined in Section 9.1 of the Agreement) is hereby further extended to S:OOPM Pacific Time on March 31. 2023, for Lot 6a. All time periods in the Agreement that are calculated using the expiration of the Due Diligence Period shall mean and refer to the Due Diligence Period as extended by the terms of this Second Amendment. 4. The parties acknowledge that they have had input into the drafting of this Second Amendment, have had the opportunity to consult an attorney in connection herewith, and that any construction of this Second Amendment shall not be construed for or against any party,but rather shall be given a fair and reasonable interpretation, based on the plain language of this Second Amendment and the express intent of the parties herein. �� f� �y d ,gpqt .F� t � , `� �. F""t�s�"'.��C��C :'' y �� x .�.i� ,.. �.� DocuSign Envelope ID:69F61CC8-F3D8-4485-8BC0-42425E6E96DA 5. This Second Amendment is intended to modify the Agreement and shall be deemed to amend any language in the Agreement which is contrary to the provisions set forth herein. Any covenant or provision of the Agreement which is not inconsistent with this Amendment shall remain in full force and effect. 6. This Second Amendment may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.An electronic signature(such as DocuSign) or a PDF or electronically transmitted signature on this Second Amendment shall be binding as an original. [SignatuNe Page FollowsJ DocuSign Envelope ID:69F61CC8-F3D8-4485-8BC0-42425E6E96DA SIGNATURE PAGE IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and year first above written. SELLER: THE CITY OF REDDING, a California municipal corporation By: Michael Dacquisto, Mayor PURCHASER: Crosland Barnes Group DocuSigned by: C��.wa�'�. �• �av,a,c.s By• 5024C20A58�$462... Ned Barnes, Managing Partner ATTEST: � , �'� � ��°�� ,� i� �� . ��`��' � �, City Clerk � ��"�� .. ....� � �� _.. ? � _:�°`�� . . -- _ q DocuBign Envelope ID:85409811-68A2-4F2A-802d-543291D84F68 AMENDMENT AND REINSTATEMENT REAL ESTATE PURCHASE AND SALE AGREEMENT This Amendment and Reinstatement Rea1 Estate Purchase and Sa1e Agreement ("Amendment and Reinstatement"}, is entered into this � � �day of October, 2422, with regard to that certain Purchase and Sale Agreement and Joint Escrow Instructions {"Agreement"} dated January 24, 2022, by and between THE CITY OP REDDING, a California municipal corporation ("Selier"), and CROSLAND BAIt1VES GRQUF ("Purchaser"), concerning that certain real praperty consisting of approximately 3.7 acres, in the Stillwater Business Park,Lot�6a(Assessor's Parcel Number 054-220-028(portian)),located at the northern port�s��`�;��nture Parkway in Redding, Califarnia("Property>'}, as more particular�y des��d��t�e r�.g�'��ent. �� WH��S, the parties des�`��o modify and reinstate the Agreement pursuant to the terms as h��,��set forth. , } 1✓ t `� � AGREEMENT �; NQ�`��REFOF�� in conslde��on of the mutual cavenants set forth belc�w and other good and valua��n, t��,��drsufficiency of which is hereby acknowledged by the parties hereta;`i'�"`�s`agree��11ows ; ; ;� 1. All capitalizec� ��rrris not othe�� defined herein shall have the meanings ascribed to them in the Agre��t. A11 rePer��'s in th�,�4greement andlor this Amendment and Reinstatement shall herea��onstltu��`erenc��he Agreement, as amended by this Amendment and Reinstatement. �, s � ' ' t' `' � � , ,,, � , 2. The parties hereby agree to,��ate and am�� the Agreement as mare articu�arl set forth in ara ra h 3 be�ow r } � �� Y p � P �� , � �. � t y 3. The parties hereby aek�,��dge��`�a�ree��e Du��igence Period(as set forth and defined in Seetian 9.1 of the��reernent��iirther e��'�ded to S:OOPM Pacific Time on Deeember 31,2422,for Lot 6a.A�1 time periads in the A��nent that az��calculated using the expiration of the Due Diligence PeriQd sha11 mean anc��er to t�� iligenoe Periad as extended by the terms ofthis Amendment and Reinstat��nt� , ,,< �. ,. } 4. The parties acknowledge that they h�,�� ;��'�`into the dra$ing of this Amendment and Reinstatement, have had the apportun��t'�onsult an attorney in connection herewith, and that any constructian of this Amendment and Reinstatement shall not be construed for or against any party, but rather sha1�be given a fair and reasonable interpretation, based on the plain language af this Amendment and Reinstatement and the express intent of the parties herein. 5. This Amendment and Reinstatement is intended to modify the Agreement and shall be deemed to amend any language in the Agreement which is contrary to the provisions set forth herein. Any covenant ar provision of the Agreement which is not inconsistent with �� '` this Amendment shall remain in fu11 force and effeet. .� �� 4� . �`�, , ��k""`4.'4��"��{ �4 t � t±�, � 'rE.� J .�. � _.�� . S 4 '. � s�..�6't-��k,^ DocuSign Envelope ID:85409811-68A2-4F2A-802Q-543291D84F68 6. This Amendment and Reinstatement may be exeeuted in any number of counterparts all of which taken together shall constitute ane and the same instrument. An eiectronic signature{such as DoeuSign) or a PD�' or eleetronically transmitted signature on this Amendment and Reinstatement shall be binding as an original. [Signatu�e Page�'ollows� �' 3} „ �3 ,j � t t � , , � � , ,;, � , t s � � 3 ; , � �� ,. , � t � ,s ' � t i � � �f,,,.,, } � � � � , � � � � f ,; �,'� , /, s � � �:� � s. rr „ '�' i �:� 5, J :,} 4 S� yt 3 � �S �� 1 }} tk } t 3 t tt� � i DacuSign Enve(ope ID:B5409811-68R2-4F2A-&Q2D-543291D84F68 SIGNATURE PAGE IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. SELLER: TI�E CITI' O�'REDDING, a California municipal corparation �� , ��,��"" ��. 3��^ $y; ,��s' � l 'y Krlst��e r, Mayor�' ,. �, � , ; PURCHA�'��:2: Crosland Ba��-Qu� �� , r , �� s aoe,�si�+�. �., ' � ��' �ir�+a�`�. �,• �it�#�tn�,.S ' � ' By: � Ned Barnes, Managin��artner �� 3 � l} , ; , �` , , } �,�� .�� ,� i l � t �� / }t ; � � �.s,}�� y„' t } i } 51 1 ' t ,...4s "• y r � } „e„r d'4 B 1�.7�. � �d � � "'��.r� f � f �� .... . .. . ,. ... �� F�.a�r1EL.�4 t�l �, C`,Ifif�P�i'fC y �,, ,� 3 .._._. . _ . . REAL ESTATE PURCHASE AND SALE AGREEMENT This Real Estate Purchase and Sa1e Agreement ("Agreement"), dated for reference purposes only as of December l, 2021, is made by and between the CITY OF REDDING, a rnunicipal corporation ("Seller"), and Crosland Barnes Group (CBG), ("Buyer"). The date this Agreement is mutually executed and delivered by both parties is hereinafter sometimes referred to as the "Effective Date." RECITALS A. Seller is the owner of that certain real property located in the City of Redding, County of Shasta, State of California, commonly known as 5300 Venture Parkway, Redding, CA and Shasta County Assessor's Parcel No. 054-220-028, and legally described as follows: The Northern approximate 3.7 Acres of Parcel 6, as shown on the Map of Stillwater Business Park Parcel Map PM 5-07 BiPD 4-07 being a portion of Section 14, 23, 26 and 35, Township 31 North Range 4 West, MDM Recorded May 8, 2008, in Book 37 of Parcel Maps at Page 93, Shasta County Records (the "Property"). B. Buyer desires to purchase the Property frorn Seller, and Seller desires to sell the Property to Buyer, on the terms and conditions set forth herein. NOW, THEREFORE, Seller and Buyer agree as follows: 1. Property Purchased and Sold. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, on the terms and conditions set forth herein. Such purchase and sale shall include all rights,privileges and easements appurtenant to the Property, including but not limited to, all mineral, air and water rights. 2. Purchase Price. 2.L The purchase price for the Property shall be the fair market value of the fee simple estate in the Property, at its highest and best use. Such value shall be determined by appraisal as of a date that is no earlier than sixty(60) days prior to the Effective Date in accordance with this Section 2,below. 2.2. The Seller shall retain an appraiser to appraise the fair market value of the Property as provided for herein (the "Appraiser"). Such Appraiser shall be an MAI Designated rnember of the Appraisal Institute ("MAI") who has a minimum often (10) years of experience appraising similar properties within the State of California. The appraisal and resulting appraisal report(the"Appraisal Report"}shall be a standalone appraisal of the fair market value of the Property only (i.e., it shall not be a new ar updated appraisal of the fair market values of all of the Seller's unsold parcels within Stillwater Business Park). REAL ESTATE PURCHASE AND SAI.E AGREEMENT Page 1 < , CITY OF REDDING/Crosland Barnes Group(CBG) ` a . _....�,�k �„ ;�- �a 1� �� 2.3. The analyses, opinions, and conclusions of the Appraiser shall be based upon, and the Appraisal Report shall be prepared in conformance with, the guidelines and recorrunendations set forth in the Uniform Standards of Professional Appraisal Practice, and the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. Buyer and Seller shall be intended users of the appraisal and Appraisal Report. 2.4. The appraisal and Appraisal Report shall be ordered no later than twenty(20) days following the Effective Date. Seller shall provide Buyer with a copy of the Appraisal Report promptly following receipt thereof from the Appraiser. The fair market value of the Property as set farth in the Appraisal Report shall be the purchase price for the Property(the "Purchase Price"). If Buyer does not approve of the Purchase Price as determined by the appraisal, it shall have the right to terminate this Contract within five (S) business days of Buyer's receipt of the Appraisal Report. If Buyerer terminates this Contract under this Paragraph by providing notice to Seller,all refundable Earnest Money, except for the Independent Contract Consideration, shall be returned to Buyer and the parties shall be relieved of any further obligations hereundar. 2.5.Buyer shall reimburse Seller for one hundred percent(100%)of the cost ofthe appraisal and Appraisal Report through the Escrow upon the Close of Escrow(as defined below). 3. Pa,�ent.Buyer shall pay the Purchase Price to Seller through the Escrow as follows: 3.1. Within five (5) days following the Effective Date, Buyer shall deliver to the Escrow Agent the sum of Ten Thousand Dollars ($10,000.00) by wire transfer or check. Said amount shall represent Buyer's deposit on account of the Purchase Price (the "Deposit"). The Deposit shall be applied and credited against the Purchase Price or otherwise applied, credited or disbursed as hereinafter provided. 3.2. At least one (1) business day prior to the Close of Escrow, Buyer shall deliver to the Escrow Agent cash or other immediately available funds in an amount equal to the Purchase Price, less the Deposit(the "Balance of the Purchase Price"). 3.3. The Purchase Price will be distributed to Seller from the Escrow upon the Close of Escrow. 4. Independent Contract Consideration. Buyer shall deposit into Escrow, concurrently with and in addition to the Deposit,the amount of One Hundred Dollars($100.00)(the "Independent Contract Consideration"). The Independent Contract Consideration shall be nonrefundable to Buyer as independent consideration for the rights extended to Buyer hereunder, including, without limitation, the right to terminate this Agreement as provided herein. The Independent Contract Consideration shall be disbursed to Seller immediately following Buyer's deposit thereaf into Escrow. In all instances in which this Agreement is terminated and the Deposit is returned to Buyer, Seller shall be entitled to retain the Independent Contract Consideration. The Independent Contract Consideration shall not be applicable to the Purchase Price or treated as consideration given by Buyer for any purpose other than as provided herein. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 2 CITY OF REDDING/Gosland Barnes Group(CBG) 5. Escrow. Buyer and Seller shall promptly open an escrow ("Escrow") with Placer Title Company, 2145 Larkspur Lane, Suite A, Redding, California 96002,Attention: Norma Chicoine(the'Bscrow Agent").Buyer and Seller shall each execute and deliver to the Escrow Agent such escrow instructions as the Escrow Agent may reasonably require in order to consummate the purchase and sale of the Praperiy in accordance with the tertns of this Agreement. The escrow instructions shall not modify or amend the provisions of this Agreement, and in the event of any conflict between any escrow instructions and this Agreement, this Agreement will control. 6. Close of Escrow. 6.1. The purchase and sale of the Property will be accomplished through the Escrow. "Close of Escrow" or "Closing" is defined to be the date the grant deed from Seller to Buyer, on the Title Company's standard form (the "Grant Deed"), is recorded in the Official Records of Shasta County, California(the "Official Recards"). The Grant Deed shall be recorded and the Escrow shall close thirty (30) days following the expiration of the Due Diligence Period (including any extensions thereo� (the "Closing Date"); provided, however, that Buyer shall have the right to elect an earlier Closing Date if the conditions to the Close of Escrow and Buyer's and Seller's obligations set forth in Sections 12 and 13 below, or elsewhere herein, are satisfied or waived by such earlier Closing Date. 6.1.1 Pursuant to Government Code section 54233, the property will be sold with a deed restriction noted on the deed which shall read as follows: If ten(10)or more residential units are developed on the Property,not less than 15 percent of the total number of residential units developed on the Property shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the California Health and Safety Code, or affordable rent, as defined in Section 50053 of the California Health and Safety Code, to lower income households, as defined in Section 50079.5 of the California Health and Safety Code. Rental units shall remain affordable to and occupied by lower income households for a period of at least 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be owner income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915 af the California Governrnent Code. These requirements shall be covenants or restrictions running with the land and shall be enforceable against any owner who violates a covenant or restriction and each successor-in-interest who continues the violation by any of the entities described in subdivisions (a)to (�, inclusive, of Section 54222.5 of the California Government Code. 6.2. Seller shall deposit the following items with the Escrow Agent at least two business (2) days prior to the Close of Escrow, and shall cause such items to be recorded and/or delivered to Buyer at the Close of Escrow: 6.2.1 The Grant Deed, duly executed and acknowledged by the Mayor of the City of Redding on behalf of the Seller, approved as to form by the City Attorney, and Attested to by the City Clerk, conveying fee title to the Property to Buyer, subject only to the Perrnitted Exceptions (as defined in subsection'7.6,below); and REAI ESTATE PURCHASE AND SALE AGREEMENT Page 3 CITY OF REDDING/Crosiand Barnes Group(CBG) 6.2.2. Such other certificates, assurances, consents and documents as are usual and customary in Shasta Caunty, California and/ar as may reasonably be required by the Buyer, Escrow Agent, or Title Company in connection with the consuulmation of the transactions contemplated hereby, including, but not limited to, any affidavits or other instruments required by the Title Company to enable it to issue the Title Policy to Buyer. 6.3. Buyer shall deposit the following items with the Escrow Agent at least two business (2) days prior to the Close of Escrow, and shall, except for the funds provided for in subsection 6.3.3, cause such items to be delivered to Seller at the Close of Escrow: 6.3.1. The Balance of the Purchase Price in immediately available funds; 6.3.2.Immediately available funds in an amount sufficient to reimburse Seller for the cost of the appraisal and Appraisal Report as provided for above; 6.3.3. Immediately available funds in an arnount sufficient to pay the fees and costs payable by Buyer under this Agreement; and 6.3.4. Such other and further certificates, assurances, consents and documents as are usual and customary in Shasta County, California and may reasonably be required by Seller,the Escrow Agent, or Title Company in connection with the consummation of the transaction contemplated hereby. 7. Preliminary Report; Title Insurance. 7.1. Within ten (10) business days of the Effective Date Seller shall cause the Escrow Agent to deliver to Buyer a Preliminary Report covering the Property and contemplating the issuance of an ALTA Extended Coverage Owner's Policy of Title Insurance(6-17-2006)(the "Preliminary Report"), together with copies of all items listed an the schedule of exceptions to title insurance coverage therein. 7.2. Far purposes of this Agreement, the following terms have the following meanings: (i) "Monetary Encumbrances" means all mortgages, deeds of trust, judgment liens, mechanic's liens, tax liens, bonds, assessments, security interests, and other monetary liens or encumbrances, and all related documents and instruments, whether recorded or unrecorded, against or relating to the Property; (ii) "Purchase Options" means all options to purchase, rights of first refusal, and other rights to purchase the Property, or any portion thereof or any interest therein, whether recorded or unrecorded; (iii) "Restrictions on Alienation" means a11 restrictions on the ability of the owner of the Property to lease, sell,or otherwise convey the Property, or any portion thereof or any interest therein, whether recorded or unrecorded, and whether or not contingent upon the approval of any third party; (iv) "Lease" means any leasehold estate in, andJor any lease, license, rental agreement, or other agreement relating to the use or occupaney of, the Property, or any portion thereof or any interest therein, whether recorded or unrecorded; and(v) "Other Encumbrances"means all special exceptions to title insurance coverage disclased in the Preliminary Report, or any amendment or supplement thereto, other than Monetary Encumbrances, Purchase Options, Restrictions on Alienation, and/or Leases. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 4 CITY OF REDDING/Crosland Barnes Group(CBG) 7.3. Buyer hereby disapproves of all Monetary Encumbrances, Purchase Options, Restrictions on Alienation, and Leases. No other disapproval notice is required with respect to any Monetary Encumbrances, Purchase Options, Restrictions on Alienation, or Leases. On or before the Closing, Seller shall, at Seller's expense, cause all Monetary Encumbrances, Purchase Options, Restrictions on Alienation, and Leases, if any, to be terminated, released, reconveyed, and eliminated of record. 7.4. On or before thirty(30) days following receipt of the Title Report, Buyer shall notify Seller, in writing, of any Other Encumbrances Buyer objects to and is unwilling to accept at the Closing (each a "Disapproved Exception") ("Buyer's Title Notice"). If Buyer fails to deliver Buyer's Title Notiee within such time period, Buyer shall be conclusively deemed to have approved of the Other Encumbrances shown in the Preliminary Report. Within ten (10) days following delivery of a Buyer's Title Notice, Seller shall notify Buyer, in writing, with respect to each Disapproved Exception, of Seller's election to either(a)remove the Disapproved Exception prior to the Closing (in which event Seller shall thereafter remove such Disapproved Exception prior to the Closing); or (b) decline to remove any such Disapproved Exception ("Seller's Title Response"). If Seller fails tio deliver Seller's Title Response within said ten(10) day period, Seller shall be deemed to have declined to remove the Disapproved Exception(s). If Seller declines or is deerned to have declined to remove one or more of the Disapproved Exceptions,Buyer may elect to either terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). Buyer shall exercise such right by delivering written notice to Seller within five (5) days following the date Seller declines or is deemed to have declined to remove any Disapproved Exception(s). If Buyer fails to deliver a written notice to Seller within said five (5) day periad wherein Buyer elects to accept title to the Property subject to the Disapproved Exception(s), Buyer shall be deemed to have elected to terminate this Agreement and the Escrow. If Buyer elects or is deemed to have elected to terminate this Agreement and the Escrow pursuant to this subsection,the Deposit shall be returned to the Buyer,and neither party shall have any further liability or obligations under this Agreement, except as otherwise provided herein. 7.5. Upon the issuance of any amendment or supplement to the Preliminary Report which adds additional Other Encumbrances, the foregoing right of review and approval shall also apply to said amendment or supplement,provided however,that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall expire on the later of five (5) days following receipt of written notice of such additional exceptions together with full and complete copies thereof, or thirty(30) days following the Effective Date. 7.6. At the Closing, and as a condition thereto and Buyer's obligation to purchase the Property, Seller shall cause the Escrow Agent to deliver to Buyer an ALTA Extended Coverage Owner's Policy of Title Insurance (6-17-2006) issued by Old Republic National Title Insurance Cornpany (the "Title Company"). Such policy of title insurance shall have a liability in the amount of the Purchase Price, and show title to the Property vested in Buyer, subject only to any �ther Encumbrances which are approved or deemed approved of by Buyer as provided above, and any matters shown by any survey required as a condition to the issuance of such policy(collectively,the Permitted Exceptions ). The parties confirm and agree that the title insurance policy issued to Buyer � �� at the Closing may not include any exceptions to coverage relating to Monetary Encumbrances REAL ESTATE PURCHASE AND SALE AGREEMENT Page 5 CITY OF REDDING/Crosland Barnes Group(CBG) (except to the extent provided for in Exception Nos. l, 2 and 3 of the Preliminary Report), Purchase Options,Restrictions on Alienation,or Leases{including any exceptions relating to tenants or parties in possession,generally). Such policy of title insurance shall also include such endorsernents as Buyer deems advisable in Buyer's reasonable discretion. The policy of title insurance and endorsements provided for in this subsection shall be refened to herein collectively as the "Title Policy." 7.7. Buyer shall arrange for and pay the cost of any survey required in order to obtain the extended coverage Title Policy described in subsection 7.6, above. At any time prior to the Closing, Buyer may elect to obtain an ALTA Standard Coverage Owner's Policy of Title Insurance (6-17-2006) at the Closing in lieu of the extended coverage Title Policy provided for in subsection 7.6, above {e.g., if Buyer does nat desire to obtain any survey required for the issuance of an extended coverage policy). In such event, all other provisions of subsection 7.6, above,would apply to any standard coverage Title Policy Buyer elects to obtain, except that subsection 7.6(c) would not apply and one or all of the so-called "standard", "general", or "western regional" exceptions would be deemed to be Permitted Exceptions far purposes of any such standard coverage Title Policy. $. Seller's Property Documents. Within ten (10) days following the Effective Date, Seller shall deliver the following to Buyer: (a) a Commercial Platinum Natural Hazard Disclosure Report prepared by CoreLogic/DisclosureSave with respect to the Property; and (b) true, correct and complete copies of all environmental impact studies and reports, surveys, and geological, archeological, and biological studies and reports relating to the Property, all "Phase I", "Phase II" and other studies, assessments, or reports relating to the environmental condition of the Property, and all architectural, engineering, grading and other plans and similar data relating to the Property,which are in Seller's possession or are reasonably available to Seller(collectively, "Seller's Property Documents"). In the event Seller prepares or acquires any of the foregoing or similar items after the Effective Date, Seller shall promptly deliver copies thereof to Buyer. 9. Entry, Inspeetion and Approval Rights 9.1. For purposes of this Agreement, the term "Due Diligence Period" means the period beginning on the Effective Date and ending at 5:00 p.m., local time, on the one hundred eightieth (180th) day following the Effective Date. Prior to the expiration of the Due Diligence Period, Buyer and Buyer's employees, agents, consultants, independent contractors and lenders shall have the non-exclusive right to enter upon the Property to conduct all inspections and investigations of the Property as Buyer deems necessary or advisable in its sole discretion. Any such inspection or investigation may only be conducted after providing reasonable notice to Seller. Such inspections and investigations may include,but shall not be limited to,Phase 1,Phase 2 and other environmental site assessments. All costs associated with such inspections and investigations shall be borne by Buyer. 9.2. If Buyer has acted in good faith and with best efforts to conduct due diligence to obtain approvals for Buyer's intended use, Buyer shall have the right to extend the Due Diligence Period for up to three (3), 30-day periods (90 days total)by notifying Seller in writing of Buyer's election to extend the Due Diligence Period on ar before the date of the expiration of REAL ESTATE PURCHASE AND SA�E AGREEMENT Page 6 CITY OF REDDING/Crosland Barnes Group(CBG) the Due Diligence Period, or the extansion of the Due Diligence Period, whichever is applicable. The extension periods may be exercised by Buyer singularly or at the same time, in Buyers sole discretion. 9.3. Buyer's obligation to purchase the Property is expressly conditioned upon Buyer's approval, in its sole discretion, of any and all matters disclosed by Seller's Property Doeuments andlor any inspections and investigations of or relating to the Property Buyer elects to undertake. In the event Buyer disapproves of any such items,Buyer shall deliver written notice thereof to Seller and the Escrow Agent on or before the expiration of the Due Diligence Period. If Buyer fails to deliver a written notice of disapproval to Seller and the Escrow Agent within such time period, Buyer sha11 be deemed to have approved of all of the Seller's Property Documents delivered to Buyer and Buyer's inspections and investigations of the Property, and this transaction shall proceed. No approval or deemed approval of Seller's Property Doeuments and Buyer's inspections and investigations of the Property shall relieve Seller from any liability or obligations for breach or default of any representation, warranty, covenant or agreement of Seller herein. If Buyer delivers a written notice of disapproval to Seller prior to the expiration of the Due Diligence Period, then this Agreement shall terminate, the Deposit shall be returned to Buyer,and neither party shall have any further liability or obligation under this Agreement except as otherwise provided herein. 9.4. Buyer agrees to indemnify, defend, protect and hold Seller and the Property harmless from and against all liability, loss, damage, expense or claims, including reasonable attorneys'fees,to the extent caused by the negligent acts or willful misconduct of Buyer,its agents, employees, lenders, independent contractors or assigns in connection with any entry onto the Property pursuant to the license granted under this Section 9. Buyer's obligations under this subsection 9.3 shall survive the Close of Escrow or any earlier cancellation or termination of this Agreement. 10. Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer that the following are true and correct as of the date hereof and, except as otherwise required or permitted elsewhere herein,shall be true and correct as of the Close of Escraw: 10.1. Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby, and all requisite action (municipal or otherwise) has been taken by Seller in connection with the entering into of this Agreement, the instruments referenced herein, and the consummation of the transactions contemplated hereby. No consent of any council, board, management or other committee, beneficiary, creditor, judicial or administrative body, authority or other party is required. Seller's execution and delivery of this Agreement, and the performance of its obligations hereunder,will not(a)conflict with or violate any statute, law,municipal code,rule,regulation,or policy applicable to Seller or the Property, or(b)violate or result in the breach or the termination of, or otherwise give any contracting party the right to terminate ar declare a default under the terms of, any written agreement relating to the Property to which Seller is a party or by which the Property may be bound. This Agreement and all documents required hereby to be executed by Se11er are and shall be valid, legally binding obligations of and enforceable against Seller in REAL ESTATE PURCHASE AND SALE AGREEMENT Page 7 CITY OF REDDING/Crosiand Barnes Group(CBG) accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. 10.2. Seller has and will convey to Buyer at the Closing good and marketable fee title to the Property, free and clear of all liens, claims, encumbrance, covenants, conditions, restrictions, reservations, easements, encroachments, rights or rights-of-way of any nature whatsoever,whether recorded or unrecorded,except for real property taxes not yet delinquent and the Other Encumbrances disclosed in the Preliminary Report. 10.3. There are no recorded or unrecorded contracts or agreements relating to the ownership, occupancy,use, operation,maintenance or performance of services on or with respect to the Property, except for the Other Encumbrances disclosed in the Preliminary Report. 10.4. There are no Leases of or applicable to, and no person or entity has any right to possess and/or occupy, all or any part of the Property. 10.5. There are no Monetary Encumbrances, Purchase Options, or Restraints on Alienation, against, relating to, or otherwise affecting all ar any portion of the Property or any interest therein. 10.6. Seller's Property Documents are and shall be true,correct, and complete in all maCerial respec�s. 10.7. To the best of Seller's knowledge and belief• (a) there has been no storage, treatment,use, disposal or release on or under the Property of any Hazardous Substances by Seller or any tenant or previous owner or tenant of the Property; (b)there are no Hazardous Substances present in the soil and/or groundwater on or under the Property; (c) there are no pending or threatened lawsuits, governmental investigations or other proceedings relating in any way to the presence, storage, treatment, disposal or release of any Hazardous Substances on or under the Property or any adjoining real property;and(d)there have been no communications or agreements with any federal, state or local governmental agency or any private person or entity (including, without limitation, any prior owner of the Property or any adjoining real property and any present or former occupant of the Property or any adjoining real property) relating in anyway to the presence, storage, treatment, disposal or release of any Hazardous Substances on or under the Property or any adjoining real property. For purposes of this Agreement, (a)the term "Hazardous Substances" means any material, substance or waste designated as hazardous, toxic, radioactive, injurious or potentially injurious to human health or the environment, or as a pollutant or contaminant,or words of similar import,under any Environmental Law,including,but not limited to, petroleum and petroleum products, asbestos, mold, lead, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste, and chemicals which may cause cancer or reproductive toxicity, and (b) the term "Environmental Laws" means any federal, state or local law, statute, regulation or ordinance now or hereafter in farce pertaining to materials, substances or wastes which are injurious or potentially injurious to human health or the environment or the release, disposal or transportation of which is otherwise regulated by any agency or the federal, state or any local government with jurisdiction over the Property or any such REAL ESTATE PURCNASE AND SALE AGREEMENT Page 8 CITY OF REDDING/Crosland Barnes Group(CBG} material, substance or waste removed therefrom, or in any way pertaining to pollution or contamination of the air, soil, surface water or groundwater. 10.8. To the best of Seller's knowledge and belief, there are no wetlands or threatened or endangered species on or adjacent to the Property. 10.9. Seller and the Property are in full and complete compliance with all federal, state and local laws, ordinances, rules and regulations applicable to the Property, including, without limitation, the California Subdivision Map Act (Cal. Govt. Code §§664I0, et seq.) and all Environmental Laws. 10.10 There are no actions, suits,proceedings or investigations pending or, to the best of Seller's knowledge and belief, threatened against ar affecting the Property in any court or before or by any governmental department,board, agency, or instrumentality, or any arbitrator. 10.11. There are no prohibitions of or impediments to the transfer or assignment of the Property, or any portion thereof, and the Property is otherwise fully transferable and assignable. 10.12. Seller has complied, or shall comply prior to the Closing, with a11 statutes, laws, ordinances, rules, and regulations applicable to Seller andlor the sale of the Property by Seller to Buyer hereunder, and has satisfied, or shall satisfy prior to the Closing, all conditions precedent to such sale of the Property required by law. To the fullest extent allowed by law, Seller agrees to indemnify, defend,protect and hold Buyer and its respective officers,directors,shareholders,members,managers,agents,employees, independent contractors (including prime contractors and subcontractors on any construction project relating to the Property), successors and assigns harmless from and against any and all claims, demands, damages, Iiability, F'ines, penalties, loss, cost or expense (including attorneys' fees, court costs and other costs of defense) arising out of or relating to any inaccuracy in, or breach or default by Seller of, any of Seller's representations or warranties contained in this Section 10, above. All representations, warranties and covenants of Seller contained in this Section 10 shall survive the Close of Escrow and the recording of the Gran�Deed in the Official Records. 11. Additional Covenants of Seller Pendin�the Closin� Prior to the Close of Escrow,Seller will not,without the prior written consent of Buyer: (a)enter into any leases,licenses, or other obligations or agreements affecting or involving the Property; (b) convey any interest in the Property and/or subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters; or (c) construct or modify any improvement on the Property. 12. Conditions to Buver's Obligations. The following are conditions to the Close of Escrow and the obligation of Buyer to purchase the Property: REAI ESTATE PURCHASE AND SALE AGREEMENT Page 9 CITY OF REDDING/Crosland Barnes Group(CBG) 12.1. Buyer shall have approved or be deemed to have approved of all Qther Encumbrances (except for those Seller has agreed to remove) pursuant to subsactions 7.4 and 7.5, above; 12.2. C}n or before the expiration of the Due Diligence Period, Buyer shall have approved or be deemed to have approved of Seller's Property Documents and Buyer's inspections and investigations of the Property pursuant to subsection 9.2, above; 12.3. The Title Campany shall have issued the Title Policy to the Buyer as of the Close of Escrow; 12.4. There shall have been no material adverse change in the condition of or title to the Property prior to the Close of Escrow; and 12.5. On or before the Closing, Seller shall have performed all of its obligations under this Agreement required to be performed on ar before the Close of Escrow, and, except as otherwise provided herein, the Seller's representations and warranties hereunder shall be true at and as of the Close of Escrow as if made as of such time. The foregoing canditions are created for the benefit of the Buyer only. Such conditions may be waived by the Buyer in writing to Seller and the Escrow Agent. 13. Conditions to Seller's Obli�ations. The following are conditions to the Close of Escrow and the obligation of Seller to sell the Property: 13.1. On or before the Closing, Buyer shall have performed all of its obligations under this Agreement required to be performed on or before the Close of Escrow. The foregoing condition is created for the benefit of the Seller only. Such condition may be waived by the Seller in writing to Buyer and the Escrow Agent. 14. Failure of Conditions. If any condition specified in Section 12 or 13, above, is not satisfied or waived within the applicable time lirnit provided, then Buyer, if Buyer is not then in default of any of its obligations under this Agreement, or Seller, if Seller is not then in default of any of its representations,warranties,covenants or agreements under this Agreement,may thereafter terminate the Escrow and this Agreement by giving written notice to the Escrow Agent and the other party. Upon any such termination, the Deposit shall be returned to Buyer, and neither party shall have any further liability or abligation hereunder except as otherwise provided herein. Notwithstanding the foregoing, if any condition set forth in Section 12 or 13, above, has failed as a result of a breach or default by Seller or Buyer,the other party shall have the rights and remedies set forth in Section 1'7 or 18,below, as the case may be. 15. Propertv Taxes.Current real property taxes not yet delinquent relating to the Property, if any, shall be prorated between Seller and Buyer as of the Closing Date on the basis of a thirty-day month, and, to the extent of information then available, such prorations shall be made at the Closing. Such prorations shall be adjusted,if necessary, and completed after the Closing as soon as final information becomes available. REAL ESTATE PURCNASE AND SALE AGREEMENT Page 10 CITY OF REDDING/Crosland Barnes Group(CBG) 16. Closin� and Other Costs. Buyer shall pay one hundred percent (100%) of the following costs incurred in connection with this transaction: (a) the cast of the Commercial Platinum Natural Hazard Disclosure Report provided for in Section 8(a), above; (b) the cost of recording the Grant Deed; (c) the documentary transfer tax, if any, imposed in connection with the recarding of the Grant Deed; (d) the escraw fees charged by the Escrow Agent for its services in connection with the Escrow; and(e) the premiums for the Title Policy. 17. LI(aUIDATED DAMAGES ON BUYER'S DEFAULT. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS A RESULT OF A DEFAULT BY BUYER ('BUYER DEFAULT"), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL,DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS W�IICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, �UYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT OF A BUYER DEFAULT,AND WISHES TQ INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF SUCH A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION AND GIVING DUE CONSIDERATION TO THE ACTUAL DAMAGES SELLER COULD SUFFER IN THE EVENT OF A BUYER DEFAULT, HEREBY ACKNOVYLEDGE AND AGREE THAT THE AMQUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES 5ELLER WILL SUSTAIN IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT IF BUYER FAILS TO PURCHASE THE PROPERTY AS A RESULT OF A BUYER DEFAULT,SELLER SIIALL BE ENTITLED TO TERMINATE THE AGREEMENT UPON WRITTEN NOTICE TO BUYER AND THE ESCROW AGENT, AND THE ESCROW AGENT SHALL PAY TO SELLER THE DEPQSIT AS LIQUIDATED DAMAGES. THE PAYMENT OF SUCH FUNDS TO SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 16'71, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE QR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISIONS. THE LIQUIDATED DAMAGES PROVIDED FOR HEREUNDER SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITI� IN THE EVENT BUYER FAILS TO PURCHASE THE PROPERTY AS A RESULT OF A BUYER DEFAULT, ALL OT�IER CLAIMS TO DAMAGES OR OTHER REMEDIES, INCLUDING BUT NOT LIMITED TO SPECIFIC PERFORMANCE,BEING HEREIN EXPRESSLY WAIVED BY SELLER. FOLLOWING TERMINATION OF THIS AGREEMENT, CANCELLATION OF THE ESCROW AND PAYMENT OF THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THIS SECTION, ALL OF THE RIGHTS AND OBLIGATIQNS OF BUYER AND SELLER UNDER THIS AGREEMENT SHALL BE REAL ESTATE PURCHASE AND SALE AGREEMENT Page 11 CITY OF REDDING/Crosland Barnes Group(CBGj TERMINATED, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED ELSEWHERE HER.EIN. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIQUIDATED DAMAGES CLAUSE SHALL NOT APPLY TO BUYER'S INDEMNITY OBLIGATIONS UNDER SECTION 9.3 AND 21 OF THIS AGREEMENT), OR APPLY TO OR LIMIT SELLER'S RIGHT TO RECOVER ATTORNEY'S FEES FROM BUYER PURSUANT TO SECTION 26,BELOW. BUYER AND SELLER ACKNOWLEDGE THAT TFIEY HAVE READ AND UNDERSTAND THE PROVISIQNS OF THIS SECTION AND BY THEIR INITIALS IMMEDIATELY BELOW,AGREE TO BE BOUND BY ITS TERMS. "Seller": "Buyer": � - . r� - �..- -� f�y ,f{�,g� �, � �,. �ri" 'w`"" � F "i-,x.--fi,'x{ '�,r� '..� .£,�-._� ^....._.__.. W � 18. Default bv Seller. In the event of a breach or default by Seller of any of its representations,warranties,covenants or agreements herein,Buyer shall have,at its option,all rights and remedies available to Buyer at law or in equity, including, but not limited to: (a) the right to pursue specific performance of this Agreement; (b) the right to rescind the transaction provided for herein if the Closing has occurred; and/or(c)the right to recover damages from Seller. 19. Reserved. 20. Possession. Possession of the Property shall be delivered to Buyer at the Closing, unless otherwise agreed upon in writing between Buyer and Seller. 21. No Broker's Fees. Seller and Buyer represent and warrant to each other that they have dealt with no broker or finder in connection with any transaction contemplated by this Agreernent. Seller and Buyer each agree to indemnify,defend,and hold harmless one another against any loss,liability,damage,cost,claim,or expense incurred by reason of any brokerage,commission, or finder's fee alleged to be payable because of any act, omission, or statement of the indemnifying party. The parties' obligations hereunder shall survive the Close of Escrow and recording of the Grant Deed in the Official Records, ar any earlier cancellation or termination of this Agreement. 22. No Partv Deemed Drafter. In the event of a dispute between any of the parties hereto over the meaning of this Agreement,no party shall be deemed to have been the drafter hereof, and the principle of law that contracts are construed against the drafter shall not apply. 23. Further Assurances. Seller and Buyer agree that, from time to time, at or after the Close of Escrow, each of them will execute and deliver such further documents and instruments of conveyance and transfer, and take such other action as may be reasonably necessary to carry out the purpose and intent of this Agreement. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 12 CITY OF REDDIN6/Crosland Barnes Group(CBG) 24. Notices. Any notice, request, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given only if delivered personally or sent by registered ar certiFied mail, postage prepaid, return receipt requested, as follows; (a) if to Seller, to City of Redding,Attn: Barry Tippin, City Manager, 777 Cypress Avenue, Redding, CA 96001, with a required copy to Barry DeWalt, City Attorney, City of Redding,777 Cypress Avenue,Redding,CA 96001;(b if to Buyer,to Crosland Barnes Group Attn: Ned Barnes, 6 Calendar Court, Suite 3, Columbia, South Carolina 29206; or(c) to such other address as the addressee may have specified in a notice duly given to the sender as provided herein. Such notice,request, demand,waiver, consent, approval or other communication will be deemed to have been given as of the date so personally delivered, or two (2) days after it is deposited in the mail. 25. Assignment. Buyer may assign its rights and interest under this Agreement without the prior written consent of Seller. However, Buyer shall not be relieved of any of its obligations under this Agreement as a result of any such assignment. 26. Attornev's Fees. In the event of any legal action, arbitration or other proceeding arising out of this Agreement, the prevailing party shall be entitled to its reasonable attorney's fees and costs in addition to any other relief to which it may be entitled. 27. Survival. All of Seller's covenants, agreements, representations and warranties contained in this Agreement shall survive the Close of Escrow and recardation of the grant deed in the Official Records of Shasta County, California. 28. Risk of Loss. The parties agree that the Uniform Vendor and Buyer Risk Act, set forth in California Civil Code Section 1662, and its provisions governing the allocation of risk af loss, shall govern the transaction provided for herein. 29. Entire Agreement. This Agreement, and all documents and instruments referred to herein, contain the entire agreement of the parties hereto with respect to the matters covered hereby and supersede all prior arrangements and understandings between the parties, and no other agreement, statement or promise made by either party hereto with respect to such matters which is not contained herein shall be binding or valid. No amendment, alteration or modification of this Agreement shall be valid unless in each instance such amendment, alteration or modification is expressed in a written instrument duly executed by the parties. 30. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their personal and legal representatives,beneficiaries, heirs, successors in interest and assigns. 31. Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenfarceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenfarceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 13 CITY OF REDDING/Crosland Barnes Group(CBG) 32. Waivers. No waiver of any breach of any covenant or provision herein contained shall be valid unless in writing or shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time far performance of any obligation ar act shall be deerned an extension of the time for performance af any other obligation or act except those of the waiving party,which shall be extended by a period of time equal to the period of the delay. 33. RelationshiA af Parties. This Agreement is a purchase and sale agreement only. The parties hereto, each of whom is represented by separate legal counsel, do not intend by this Agreement to create any partnership, joint venture, or principal and agent relationship (and nothing herein shall be construed to create any such relationship). 34. Third-Party Ri�hts. Crosland Bames Group, and its respective officers, directors, shareholders, members, managers, agents, employees, independent contractors (including prime contractors and subcontractors on any future construction project relating to the Property), successors and assigns,are express third party beneficiaries of Sections 10 and 19 of this Agreement. 35. No Obli�ation to Construct or Cause Construction on Property It is understood and agreed that Buyer has and shall have no obligation to construct any improvements on, or to occupy, the Properiy and/or to cause Crosland Barnes Group to do either of the foregoing. Neither Seller's obligation to sell the Property to Buyer, nor Buyer's obligation to purchase the Property from Seller, is contingent upon the construction, use, operation or occupancy of any improvements upon the Property. 36. Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that the transmission of a signed copy of this Agreement via facsimile or e-mail shall constitute execution and delivery hereof, and the parties agree to deliver ariginal ink signed counterparts via overnight courier as soon as reasonably possible thereafter. 37. Incorporation bv Reference. All recitals, exhibits and schedules to this Agreement are incorporated herein by this reference. 38. Governing Law. This Agreement shall be governed by and construed in accordance with the Iaws of the State of Califomia. 39. Time. Time is of the essence with respect to each and every term and condition of this Agreement. 40. Days and Holidays. All references in this Agreement to the word "days," whether for notices, schedules, performance, or other miscellaneous time limits, shall at all times mean calendar days, unless specifically referenced as "business" days. Business days are Monday through Friday, except legal holidays. In the event any date for performance of any obligation or the giving of any notice pursuant to this Agreement occurs on a California state or federal holiday or on a Saturday or Sunday,then the next business day shall be deemed the applicable date for performance or notice. REAL ESTATE PURCNASE AND SALE AGREEMENT Page 14 CITY OF REDDING/Crosland Barnes Group(C�G) 41. Force Maieure. Any prevention or delay in performance due to labor disputes, acts of God, fire or other casualty, acts of terrorism or war, pandemic (ineluding, but not limited to,the current COVID-19 pandemic),governmental actions or restrictions(other than actions or restrictions impased or taken by Seller),inability to obtain services,labor,or materials(including, but not limited to, the services of the Escrow Agent, Title Company, or Shasta County Recorder as a result of office closures or otherwise), or other causes (except financial) beyond the reasonable control of the party obligated to perform (each an event of "Force Majeure") shall excuse the performance by that party for a period equal to the prevention or delay.Any delay in Seller's delivery of the Property Documents to Buyer caused by Force Majeure shall automatically extend the Due Diligence Period and the Closing Date by a like number of days. (SI�NATURE PAGE FOLLQWS) REAL ESTATE PURCHASE AND SALE AGREEMENT Page 15 CITY OF REDDINGfCrosiand Barnes Group(CBG) IN WITNESS WHEREOF,the parties hereto have executed and delivered this Real Estate Purchase and Sale Agreement effective as of the date and year it is signed by the City of Redding as indicated below. "SELLER": CITY t3F REDDING, a municipal corporation By: � ,.� �_ �-.�., �' f.�° Kristen Schreder,Mayor Dated: � °�,-�',��- � APPROVED AS TO FORM: �� Barry E. DeWaPt, �"ity Attorney � F; � � �. •, �3y: Pame�a;Vliz�, City Clerk ��F�.��,�C��: �_ �.-� ; ; ,,,,,- --�� , ^` "�,' �� By: Ned Barnes, Managing Partner, Crosland Barnes Group �. Dated: 1'.,,� r``�� ;� ,f The undersigned hereby joins in this Agreement solely for the purpose of confirming its acknowledgement of the Seller's representations, warranties and covenants in favor of the undersigned pursuant,to Section 10, above, a�dwits rejection of any Incentives as provided for in Section 19, above.�"� � �:,� ,f �__ � , � . - �� -�,e.�� '`� ,'`� �t�-� ��- ..rvp � � _____ __ By: Ned Bames, Managing Partner, Crosland Barnes Group Dated: �f� --��' f�� _,�`�;�'��,;.� REAL ESTATE PURCHASE AND SALE AGREEMENT Page 16 GTY OF REDDING/Crosiand Barnes Group(CBG)