HomeMy WebLinkAbout _ 4.1(a)--Purchase and Sale agreement with Fall River Development Inc. GI �" Y C� F
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REPORT TO THE CITY COUNCIL
MEETING DATE: April'7, 2026 FROM: Jason Gibilisco, Management
ITEM NO. 4.1(a) Assistant to the City Manager
***APPROVED BY***
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jgibilisco@cityofredding.org wtarbox@cityofredding.gov
SUBJECT: 4.1(a)--Purchase and Sale Agreement with Fall River Development Inc.
Recommendation
Authorize and approve the following:
(1) Approve the Real Estate Purchase and Sale Agreement (PSA) with Fall River
Development Inc., for 10 acres of City of Redding-owned property located at 5750
Venture Parkway, Stillwater Business Park Parcel 9 (Assessor's Parcel Number 054-220-
017), for the appraised value; and
(2) Autharize the Mayor to sign the PSA and other documents needed to complete the sale
and transfer of the property.
Fiscal Impact
The sale of the property is for the appraised value, subject to adjustments for appraisal costs,
closing costs, and escrow fees. The net proceeds will be deposited into the City of Redding's
(City) Capital Projects General Fund.
AZteNnative Action
The City Council (Council) could alter the terms of the Purchase and Sa1e Agreement or choose
not to sell the property at this time.
Background/Analysis
Fall River Development Inc., has submitted an offer to purchase a City-owned property located
at 5750 Venture Parkway (Assessor's Parcel Number 054-220-017), also known as Stillwat�r
Business Park Parcel 9 (10 acres) as depicted in the attached location map. Fall River
Development is planning to build a manufacturing warehouse.
The listed property is part of the Stillwater Business Park planned development. The basic terms
and conditions of the agreement include:
Report to Redding City Council March 31,2026
Re: 4.1(a)--Purchase and Sale agreement with Fa11 River Development Inc. Page 2
• Refundable deposit of$10,000;
• Price to be determined and agreed upon based on current appraisal;
• Due diligence period of 90 days;
• Closing shall occur on or before 30 days following the due diligence period; and
• Split closing costs equally.
The Property was declared exempt surplus property on October 6, 2020, by Resolution No.
2020-119.
EnviNonmental Review
The sale of City-owned property presents no significant impact on the environment and is
therefore categorically exempt from review under the California Environmental Quality Act
G�uidelines Section 15312 (Surpl�us Government Property Sales).
Council Priority/City Manager Goals
• 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
Location Map
Purchase and Sale Agreement
Sti Ilwater Parce I 9
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REAL ESTATE FURCHASE AND SALE AGRGEMEN'T
This Real Estate Furchase and Sale Agreement("Agreemer�t"), dated for reference purposes
only as of ,2026, i�tnade by and between the City of Redding;a rnunicipal corporation
("Seller"), and Fall River Development, Inc., a California Corporatian ("Buyer"), (collectively the
"T'arties"or individually a"Party").Th� latest date far which this Agreement is�nutually executed and
deliVered by bath parties is hereinafter referred to as the"Effective Date."
RECITALS
A. Seller is the owner of that certain real property located in tl�e City of I�edding, County
of Shasta, State of California, in the development af Stillwater Business Park, commonly known as
5750 Uenture Parkway;Redding, California 96002, and Shasta Cc�u�ty Assessor's l'arcel No. 054-220-
O1'7, and legally descrrbed as fc�llows;
Parcel 9, as shown on the Map af Stillwater Business Fark Parcel Map 5-07&PD 4-
07, MDM Recorded May 8, 2008; in Book 37 of Parcel Maps at Page 93', and rnore
particularly described in Exhibit"A" hereto (the"Property").
B. Buyer desires to purchase the Property from Seller; and Seller desires to sell the
Praperty ta Buyer, on the terms and conditions set forth herein.
C. The Stillwater Business Park was designed and developed by the Seller to encourage
large-scale development parcels and attract bu�iness developm�nt in the area.
NOW,THERE�'QRE; Seiler and Buyer agree as follows:
1. Froperiy Purchased amcl Sold. Seller agrees to sell and convey al1 caf Seller's rights,
title and interest in the Property to Buyer, and Buyer agrees ta purchase and accept the conveyanc� on
al1 af Seller's rights,title,and interest in the Pmperty frorn Se11er, on the terms and conditians set forth
herein. The Property shall include all of Seiler's ri;hts, title, and interest, if any, in and to (a) all
buildings and improvements located an the F'roperty,{b)all water,mineral and c�ther rights appurtenant
to the property, to the extent owned by Seller, and (d) the Seller's interest in all transferable perrnits
and licenses, if any, relating to the Property.
2. Purchase Price.
The purchase price for the Praperty shall be the fair market value of the fee simple
estate in the Property, at its hlghest and best use. Such value shall 6e determined by appraisal as of a
date that is no ea�lier than sixty(6Q) days prior to the Effective Fair market value shall be determined
by an independent, qualified real estate appraiser selected by the Seller, and in accordance with the
generally accept�d appraisal standards, including the Unifor�� Standards af Prafessional Appraisal
Practice. For purposes of this Agreernent, "f�ir rnarket value" ineans the highest price, expressed in
terms of rnaney;that the Property wauld bring if expased for sale an the open market for a reasonable
periad of time,with both buyer arid seller acting prudently, knowledgeably, and without compulsion,
REAL ESTATE PURCHASE AND SALE AGREEMENT Page l
GITY C)F REDDINGJ FALL RIVER DEVEL�PMENT,INC.
and with full knowledge of all uses and purpases for which tlle Property is adapted and capable. The
Seller shall ensure that the selectian and engagement of the appraiser is conducted in a manner intended
to ensure independ�nce and to avoid any appearance of waste,favaritism,or noncompetitive practices.
2:1. The Seller sh�il retain an appraiser to appraise the fair market value of tihe
Prc�perty as provided for herein{the"Appraiser").Such Appraiser shalI be an MAI Designated member
of th� Appraisal Institute ("MAI") who has a minimum of ten (10) years c�f experience appraising
similar prope�ies within the State of California.
2.2. The analyses, apinions, and conclusians of the Appraiser shall be based upan,
and the Appraisal Report shall be prepared in conformance with,the guidelines and recommendatians
set forth in fihe Unifarin Standards of Professronal Appra`rsal Practice,and the requirements aftihe Code
of Frofessional Ethics and Standards of Professional Appraisal 1'ractice c�f the Appraisal Institute.
Buyer and Seller shali be intended users of th�appraisal and Appraisal Report.
2.3. The appraisal and Appraisal Repo��t shall be completed no later than forty-five
(45)days following the Effective Date. Seller shall provide Buyer witih a copy of the Appraisal R�port
pr�inptly follawing receipt thereaf from the Appraiser. The-fair market value �f tl�e Property as set
forth in the Appraisal R.eport shall be the purchase price far the Property (the "Purchase Price"). If
Buyer daes not apprave af the Purchase Price as deterrnined by the Appraisal Repork,Bt�yer shall have
the right to terminate this Contract within �ve (5) business days of Buyer's receipt of the Appraisal
Report. If Buyer terrninates this Contract under this Paragraph by providing notice to Seller, a1l
refundabie Earnest MQney, shall be returned to Buyer and the parties shall be relieved of any further
obligations hereunder.
2.4. Seller to pay for appraisal costs.
3. Pavment; Deposit.Buyer shall pay the Purchase Price to Seller through the Escrow as
followsz
3.1. Within five{5) business days following the Effective T1ate,Buyer shall deiiver
to the Escrow Agent the sum of Ten Thousand I�ollars ($10,000.00) by wire tran�fer or other
itnmediately available funds(the"Deposit''). The Deposit shall be applicable(i)to the Purchase Price
upc�n the Close of Escrow, shc�uld that occur, ar (b) refunded to the Buyer if this Agreement is
terrninated by any Party without cause priar to the ex�iratron of the I}ue d►ligence Period 5 or(c)paid
to the Seller as liquidated damages, in each case as otherwise pravided herein.
3.2. At least two {2) business day prior to the Close of Escrow,Buyer shall deliver
to the Escrow Agent cash or other irnmediately available funds in an amaunt equal to the Purchase
Price, �ess the Deposit(the "Balance of the Purchase Price"}..
3.3. The Purchase Price, less al! charges to Seller's account provided for herein,
will be distributed to Selier from the Escrow upon the Close of Escraw:
4. �I�ntea�t�onall�C��nittedl. This section has been intentionally left blank.
5. Escraw. Within five (5) business days following the Effective Dat�, Buyer and Seller
shall open an escrow ("Escrow") account with Placer Title Company, 2145 Larkspur Lane, Suite A,
Redding, Californra 9b002, Attention: Narma Chicoine (the ``Escrow Agent"}. This agreement shall
constitute escrow ii�structians to and for the benefit of the Escrow Agent to facilitate the Closing {as
de�ined below). Prior to the Closing Date, Seller antl Buyer may each ;ive any additianal written
REAL ESTATE PURCHASE AND SALE AGREEMEAtT Pag�2
CITY QF REDi7ING1 FALL RIVER DEVELOPMENT,INC,
escrow instructions to the Escrow Agent which are reasonably necessary to accomplish the Clasing in
accardance with this Agreernent; provided that; in the event of any conflict between any such
supplemental escrow instructzons and the pravisions of this Agreement; the provisians c�f this
Agreernent sha11 contral.
6, Cit�se of Escrow. Deliveries
b.l. The purchase and sale of the Property will be accomplished through the
Escrow. Seller shall canvey title to the Praperty to Buyer by Quitclaim Deed in the form attached hereto
as Exhibit "B" (the "Quitclaim I�eed"). "Close of Escrow" or "Closing'° is defined to be the date the
Quitelaim Deed, is recorded in the Uff'icial Records of 5hasta County, California (the "Qfficial
Records").The Quitclaim Deed shall be recorded and the Escrow shall cit�se thirty(30)days following
the expiration ofthe I�ue Uiligence period�as defined belaw)(the"Closin�Date");provided,however,
that Buyer shall have the right to elect an earlier Closing Date if the canditions ta the Close of Eseraw
and �3uyer's and Seller's obligations set forth in,Sectians 1� and 13 below, c�r elsewhere herein, are
satisfed or wai�ed by such earlier Closing Date.
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 Escrc�w:
6.2.1. The Quitclaim 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 Bu�er, subject only ta the Approved
Exceptians (as defined below}; and
6.2.2. Such other certificates, assurances, cc�nsents and documents as are
usual and custornary in Shasta County, Ca�ifornia and/or as may reasonably be required by the Buyer,
Escrow Agent, or Title Company in ct�nnection with the cansummation af the transactions
cantemplated hereby,including, but not limited to, any affidavits or other instruments required b�the
Title Cotnpany to enable it to issue the Title Policy {as defined below) tc� Buyer {provided, howe�er,
that Seller sha11 not be obligated to provide the Escrow Agent or Title Campany with any indemnity
agreelnent, ar any owner's af�'idavit, information staternent, or other representation or warranty, in
arder to induce the Title Company to issue the Title Policy to Buyer hereund�r).
b,3. Buyer shail depc�sit 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 prt�vided it�r in subsection
6.3.3; cause such items to be delivered to Seller at the Clase of Escrnw:
6.3.1 The�alance of the Purchase Price in immediatety available funds;
6.3.2 Immediately available funds in an amount sufficient to pay the fees and
cost�payable by Buyer under this Agreement; and
6.3.3 Such other and further certi�cates,assurances,consents and documents
as are usual and customary in Shasta County, California and may reasonably be required by Seller,the
REAL ESTATE PURGHASE ANI�SALE AGREEMENT Page 3
CITY OF REDDING/FALL RIVER D�VELOPMENT,INC
Escrow Agent,or Title Company in cannection with the consummation af the transaction contemplated
hereby.
6.4 Imrnediately follawing the recording of fihe Quitclaim Deed,the Escrt�w Agent
shall (a} disburse the Purchase Price, less a11 charges to Seller's account provided for herein, to
Seller;(b)distribute any and alI cnnveyances,assi�nments-and all other instruments and documents
as may be reasanably necessary in order to complete the transaction herein pravided and to car�~y
aut the intent and purposes of this Agreement.
7. Title.
?:1 Seller shall convey title to the Property to Buyer by the Quitclaim Deed,subject
to all covenants, cflnditions, restrictions, reservation, encurnbrances, and other matters
affecting title to the Propert�,the improvements thereon,any interest tiherein,or any portion
thereof, whether or nt�t of record. Buyer shall obtain the`Title Policy described in Section
8.7 below for the purposes of insuring the�3uyer's title to the Property:
8. Prelirninarv Tit1e Report; Title Insurance.
8.1, Title Re�ort. Seller shall be responsible, at its own expense, for obtaining a
preliminary repc�rt issued by the Title Campany covering the Property and best aVailable copres of any
and alI instruments referred to therein as canstituting exceptions, conditions or restrictians upan title
to the Property and best available eopies af any and all instruments referred tn therein as constituting
exceptions, candititrns ar restrictic�ns upon title to the Praperty ("Title Report"). Within ten (14)
business days following the Effective Date, Seller shall order a Title Report and ensure it is delivered
to Buyer imrnediately after it is issued by the Title Compa�7y.
8.2.Surve . Within ten (10) business days after the Effective Date, Seller
shall pravide Buyer with a copy of the existing survey of th� Prc�perty currently in the
possession of Seller, if any {"Existing Survey"). If Buyer sa elects, Buyer m�y ord�r an
update of the Existing Survey (`°Updated Survey")'at Buyer's sole cost�
8.3.Tit1e Objections. No later than ten (10) business days prior t� the
expiration of the Due Diligence Period; Buyer shall provide written natice ta Seller
dis�pproving any title rnatters set forth in the Title Report and the Existing Survey (or the
Updated Sur�vey if obtained by Buyer prior to the Due Diligence Period) {"Buyer's Title
Notice"}. If Buyer fails to provide written noti�e,Buyer shall be deemed to have accepted
and approved the matters set forth in the Title Report and the Existing Survey or Updated
Survey. Seller shall have fi�e (5) business days ("Seller's Res�onse Peric�d")after teceipt
of Buyer`s Title Notice to notify Buyer of Seller's intent to cause any items disap�roved by
Buyer ta be rernoved or cured by the Close of Escrow. If Seller fails to natify Buyer within
Seller's Response Pei•iod that Seller does not intend to cause the disapproved items to be
removed c�r cured, then Seller shall be deerned to'have not agreed to remave or cure such
disapproved items. If, within Seller's Response I'eriod, Seller �otifies Buyer that Seller
does not intend to cause the disappro�ved items to be so removed or cured(or is deemed to
have agreed not to remove or cure the same}, then Buyer shall, by the later c�f�ive (5)
business days after the expiration of Seller's 1Zesponse Period or the expiration of the Due
REAL ESTATE PURCHASC AIVD SALE AGREEMENT Page 4
CITY OF REDLIING/FALL RIVER DEVELOPMENT,INC.
I�iligence Period,whichever is earlier,either waive Buyer's objections to those title matters
that Seller has nat agreed to remove or cure, or terminafe this Agreement upan written
natice ta Seller and Escrow Agent, If this termination is effective prior to the expiration Qf
the ninety(90)day Due Diligence Period,Buyer shall iminediately receive a full refund of
the Deposit, neither Party shall have further liability or obligation hereunder, except as
otherwise expressly provided hereunder.
$.4.Approved Exceptions. Any title matters ap�roved by Buyer (or for
which Buyer has waived an objectionj pursuant to Section 8.3 above; all matters caused,
created, approved or expressly permitted by Buyer in writing, and all non-delinquent
general and special real property taxes and assessrnents far the current fscal year are
referred to herein as the"Approved Exceptions,"Notwithstanding the preceding sentence,
Section 8.3 above; or any other pravision of this Agreetnent to the contrary; in no event
shall Approved Exceptions include, nor shall Buyer be required to provide any objectian
to, any of the following(collectively, "Monetary Liens"):{a) any mortgage, deed of trust,
ar crther instrument securing any financial obligation of any Party c�ther than Buyer,(b)any
tax liens,abstracts of judgments, rnechanics' liens or similar liens or encumbrances which
require any m�netary payment tc�remave or release, (c}the lien of any delinquent taxes or
assessrnents,and(d)any notices ofdefault,�oreclosure natices,or si�nilar notices reflecting
any actian being taken to assert or foreclosure upan any lien or encumbrance.
8.5.Seller's Obli�;atian to lz.emove. Seller,at its sol�Cost and expense; shall
be obligated to remove and rele�se, on or before the C1ase of Escrow (and without any
independent right to extend the Closing Date), (a) any matter where, pursuant to Section
8.3 above, Seller has agreed, or is deerned to have agreecl, to remo�e, (b) any Monetary
Liens, and (c) any additional title encuinbrances or exceptic�ns (whether ar not such
canstitute a Monetary Lien) which become knawn, arise, or are created fc�llowing the
expiration of the Due Diligence Period, other than those placed on the Property by Buyer
or otherwise accepted by Buyer in yvriting natifying Seller that need not r�move or release
the matter.
8.6.Tit1e Update or Supplement.In the event any update af the Title Repc�rt
or the Existing Survey {or Updated 5urveyj; if any shaws any new matters or canditions
affecting tltle ta the Property not set farth on the original Title Rep�rt or Existing Survey
(each, a "New Title Matter"}, then, na later than the later thrae (3} busir�ess days after
Buyer's receipt of such updated Title Report, Buyer sllall have the right to abject to any
such matter, in which event the same procedures ft�r response,termination and waiver set
forth above in Sectinn 8.3 and Seller's obligations with respect to Monetary Liens shall
apply to each New Title Matter.
8.7.Title Insurance: Seller shall cause Title Company#o cammit to issue to
Buyer�t the Close of Escrow an ALTA standard coverage owner's palicy of title insurance
{2406) insuring fee title to the Property vested in Buyer, subject onl� ta the Appraved
Exception�,with coverage in an amount equal to the Purchase Price and such endorsements
requested by Buyer(collectively,the "Title Policy").
9. Seller's Fropertv Documents. Within ten (10} d�ys following the Effective I)ate,
Seller shall deliver the following to Buyer. (a)a Title Report if'any;and(b)true, cQrrect and complete
copies of any permits, approvals and other iterns relating to governmental entitlements; any
engineering, gealagical, archealogical, biological studies, sails; ar other studies,tests, or report�; any
REAL ESTATE PUR�HASE t1ND SALE AGREEMENT PageS
CITY OF REDDINGI FALL RIVER DEV�LOPMENT,INC:
environmental and hazardous material reports and notices, copies of al1 leases and contracts, if any,
affecting the Property and any amendrnents or side letters thereto; tax and asse�srnent statements;
public notices pertaining to the Property; all "Phase I", `°Phase II" and ather studies, assessments, or
reports relating to the enviranmental conditian of the Property, and a11 architectural, engineering,
giading and other plans and similar data relating to the Froperty; any dacuments regardir�g any filed or
threatened litigation affecting ar relating to the Property; and any other material data and information
about the Property in SeIler's possession or are reasonably available to Seller (collectively, "Seller's
Property Documents"). In the event Seller prepares or acquires any of the faregoing or sirnilar items
af`ter the Effective Date, Seller sha11 protnptly deliver copies thereof to Buyer.
10. Entrv,Inspectit►n and Apnroval R'r�hts; Due Dili�ence Periad.
lt�.l. For purposes af this Agreement, the term "Due Diligei�ce Period" mean� the
periad beginning on the Effective Date and ending at S;OQ p.m., 1Qcal time,on the ninetieth(90th) day
following the Effective Date. Prior to the expiration of the I�ue I)iligence Feriad, Buyer and Buyer's
employees,agents,consultants, independent contractors and lenders shall have the nc�n-exclusive right
to enter upan the Property to cc�nduct all inspections ar�d investigations of the Property as Buyer deems
necessary or advisable in its sole discretion. Any such inspection or investigation may or�ly be
conducted after providing reasonable notice to Seller. Such inspections and investigatiol�s rnay include;
but shall not be lirnited to; Phase l, Phase 2 and other environmental sit� assessinents. All costs
assaciated with such inspections and investigations shall be borne by Buyer.
10.2. Buyer's obligation ta purchase the Property is expressly conditioned upon
Buyer's approval,in its sole discretion,af an�and all matters disclosed by Seller's Froperty Documents
and/ar any inspecti�ns and investigatians of or relating to the Property �uyer elects to undertake. Iia
the eventBuyer disapproves of any such items,B uyer shall deliver written notice ther�c�f to Seller and
the Escrow Agent on or before the expiration of the Due Diligence perrod. If Buyer farls ta deliver a
written notice of disapproval to Se11er and the Escraw Agent within such time period, Buyer shall be
deemed to have approved of all of the Seller's Property Docczments 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 Documents and Bu�e�'s inspectians and investigatians of the
Property shall relieve Seller fe�m any liability or abligations far breach or default of any representation,
warranty, covenant or agreement of Seller herezn. If Buyer delivers a written notice of disapproval to
Seller prior to the expiration of the ninety (90) day Due Dilfgence Period, then this Agreement shall
Cerminate; the Deposit shall be returned tc�Buyer, and neith�r parky shall have any further liability or
obligation under this Agreernent except as otherwise provided herein.
10.3. Buyer shall provide tc� Se11er, at no charge, copies of any site specific
exploratory reports including soils and environmental assessments, if any, of the �rc�perty or the
irnprovements thereon within five {5) da,ys fallowing any termination of tihis Agreement. Buyer is
under no obligation to; prc�vide reports and analysis that is specific to future building(s� and ar is
proprietary in nature to the design and operations of the future buildings and business.
10.�. Buyer shall, at Buyer's sole cost and expense, pramptly repair any and all
darnage to the Property or any improve�ner�ts thereon resulting frorn any tests, studies, inspections and
investigations perforrned by or on behalf of Buyer pursuant to this Sectian 10. Buyer shall also
indemnify, defend, pratect and hold Seller, and its elected officials, agents, ernployees, independenti
contractc�rs, trustars, trustees, beneficiaries, successors and assigns, and the F'roperty and
improvements therean,harmless frorn and against any and all clairns,dernands,damages, liability,lass;
R�AL ESTATE PURCHASE AND SALE AGREEMENT Page 6
CITY QP REDDING/FALL RIVER DEVELOPMENT,IMC.
cost or expense (including attorneys' fees, court costs and other reasonable casts of defense) arising
aut af or relating to any inspections or investigations Qf the Property or the improvements thereon
hereunder, any act, ornission, or negligence of Buyer or any of its agents, emplayees, consultants, or
independent contractors in connection therewith, and/or any breach of Buyer's obligations under this
Section 10. Buyer's indemnity and defense obllgations hereunder shall apply even if Buyer itself is
not negligent. Without li�niting the generality of the foregoing, Buyer shall pay or otherwise remove
any l�nechanic's,materialman's t�r other lien recorded ag�inst the Property and/or any improvements by
any Party providing labar, materials or serviees at the request of Buyer, or any agent; consultant, �r
independent contractor of Buyer. The Buyer's obiigations under this Subsection 1{�.4 shall survive th�
�lase of Escrow and any expiration, cancellation ar earlier termination of this Agreement, however
caused.
11. 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
perinitted elsewhere herein,shall be true and correct as of the Clase of Escrow:
11.1. Seller has the legal power,right and authority to enter inta this Agreement and
the instruments referenced herein, and to �onsumm�te the transactions cantemplated hereby, and all
requisite action(municipal or otherwise)has been taken by Seller in connection with the entering int�
of this Agreernent, the instruments referenced herein, and the consummation of the transactions
contemplated hereby. Seller's executian and deliVery of this Agreement, and the performance of its
abligations 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) viotate or result in the breach ar the
termination of, or otherwise give any contracting party the right tc�terminate or declare a default under
the terms of, any written agreement relating to the Property to which Seller is a party ar by which the
Property rnay be baund. This Agreernent and al1 documents required hereby to be executed by Se11er
are and shall b�valid,legally binding obligations of and enforceable against Seller in accordance with
their terms, subje�t only to applicable bankruptcy, insolvancy, reorganization, moratt>rium flr sirnilar
Iaws or equitable principles affecting or lirniting the rights of contracting parties generaliy.
11,2. Tc� the best af Seller's knowledge and belief there are no recorded or
unrecorded contracts or agreernents relating to the awnership, accupancy, use, operation,maintenance
or performance of services �n ar with respect to the Property, exeept as disclosed in the Title Report.
11.3. To the best of Seller's knowledge and belief there are na unrecorded leas�s;
optians ta purchase,rights of first refusal, or other contracts granting the right to purchase or lease the
Property rn any way that will be bindin�on Property at Closing.
11.4. To the best of Seller's knowledge and belief there are no Monetary Liens,
against, relating to, or otherwise affecting all or any portion ofthe 1'rogerty or any interest ther�in.
l 1.5; Seller's Properiy LDocurnents are and shall be true, corr�ct, and complet�in all
material respects, and are all the material documents and inforination in Seller's possession or control
relating to the Property.,
11.6. To the best of Seller's knowledge and belief: (a} there has been no storage,
treatment, use, disposal or release on or under the PrQperty�f any Hazardous Substances by Seller or
any tenant or previaus owner or tenant of the Prc�perty; (�)there are no Hazardous Substances present
[2EAL ESTATE PURCHASE AND SALE AGREEM�NT Page 7
GITY OF it�i3DINGl FALL RIVER DEVELOPMENT,iNC.
in the soil and/or graundwatier on or under the Property; {e)there are no pend�ng or threatened lawsuits,
gouerninental investigations or other praceedings relating in any way ta the pres�nce, storage,
treatment; dispasal or release of any Hazardous Substances on or under the Property ar any adjc�ining
real property;and(d)there have been no communications or agreements with any federal,state or local
governmental agency or any private persc�n or entity{including,without limitation,any prior flwner of
the Pro�erty c�r any adjc�ining real praperty and any present or forrner occupant of the Property or any
adjoining real property) relating in any way to the presence,storage,treatment, disposal or release of
any Hazardous Substances on or under the Pr�perty or any adjoining real property. For purposes of
this Agreement:
(i) the terrn "Hazardous Materials''rneans any material, substance or waste designated as hazardous,
toxic, radioactive, injurious dr potentially injurious to hurnan health or the environment, or as a
pollut�nt or contaminant,or words of similar import,under any Enviranrnental Law; including, but nat
limited to, petroleum and �etroleum products, soleents, asbestos, m�ld, palychlorinated biphenyls,
urea for�naldehyde, radon gas, radioactive matter, medical waste, and chemicals which may cause
cancer or reproductive toxicity, and (iij the terin "Environmental L�ws" ineans any federal, state or
local law, statute, regulation or ordinance now ar hereafter in force, as arnended from time to time,
pertaining to materials, substances or wastes which are injurious ar potentially injurious to hurnan
health or the environrnent 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
material,substance or waste removed therefrom,or in any way pertain�ng to pollution or contamination
af the air, soila surface water or groundwater, including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act af 19�0, as amended (42 U.S.C. Section
9601 et seq.),the Resource Conservation and Recr�very Act(42 U.S.C. Sectian 6901 et seq:),the Clean
Water Act {33 U.S.G. Section 1251 et seq.), the Safe Drinking Water Act {42 U.S.C. Section 30flf et
seq.�, the Hazardous Materials Transportation Safety and Security Reauthorization Act (49 U.S.C.
Section 5101 et seq.),the Cl�an Air Act(42 U,S.C. Sections 7401 et seq.),the Toxic Substance Control
Act(15 U.S.C.Section 2601 et seq.);the Federal Insecticide,Fungicide,and Rodenticide Act(7U.S.C.
Sections 13b et seq.), the Atomic Energy Act of 1954 (42 U.S.C. Sectians 2011 et seq.), the Nuclear
Waste Policy Act of 1982 {42 U.S,C. Sections 101�1 et seq,); the Hazardous Substance Account Act
(California Health and Safety Code Sectian 25300, et seq:), the Hazardous Waste Control Law
(Caiifornia Health and Safety Code Sectian 25100, et seq.), the Medica( Waste Management Act
(California Health and Safety Code Section 11'7600, et seq.), the Safe Drinking Water and Tc�xic
Enforcement Act of 19`$f(California Health and Safety Cc�de Section 25249,5,et seq.},and the F'arter-
Cologne Water Quality Control Act{California Water Code Sectic�n 13000, et seq.).
11:7'. To the best of Seller's knowledge and belief Seller and the Froperty are in full
and complete compliance with all federal, state and local laws, �rdinances, rules and regulationa
applicable to the Property, including, withc�ut lirnitation, the Califarnia Subdivisior� Map Act (Ca1.
Gavt. Coda §§6641{�, et seq)and all Environmental Laws.
11.8, There are no known actions, suits,proceedings or investigations pending or,to
the best of Seller's knc�wledge and belief, threatened against �r affecting the Property in any court or
before �r by any governrnental department,board, agency, c�r instrumentatity, or any arbitrator.
11.9. There are no knawn pr�hibitions of or impediments to the transfer ar
assignment ofthe Property, or any partian thereof, and the Property is atherwise fully trar�sferable and
assignable.
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 8
CITY OF REDDING!FALL RIVER DEVE[:OPMENT,INC.
11.10. Seller has complied,or shall comply prior to the Closing,with all statutes, laws,
ordinances,rules,and xegulati�ns applicable ta Seller and/or the sale af 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.
11.11. To the best of Seller's I�nc�wledge and belief there are no buildings and
impravernents lacated on the Property, the Property can be overgrow� by vegetation and dry in the
sumrner months.
11.1'2. The Se11er hereby discloses to the buyer that,to the best of Seller's knowledge
and belief,the only access to the Property is by a gated dirt raad ta the West of the Property.
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,
indepenc�ent contractors (including prime contractors and subcontractc,rs on any construction project
relating to the Property), suecessors and assigns harmless fram and against any and aIl claims,
cl�i�nar�ds, darnages, liability; fines; p�nalti�s, loss, �c�st or e�pens� (including attarn�ys'' fees; caurt
costs and other casts of defense)arising out of ar relating to any inaccuracy in,or breach or default by
Seller of, an�of 5eller's repre�entations or warranties contained in this 5ections 11, above.
Seller hereby acknowledges and agrees that the foregoing representatians and warranties are
material and being relied upon by Buyer in connection with the execution of this Agreement, and the
acquisitiort ofthe Froperty.
All representations, warranties and covenants of Seller contained in this Section 11 shall
survive the Close of Escrow and the recording of tihe Quitclairn Deed in the Official Records.
12. Additia�nal Covenants of Seller Pendin� the Closin�. Beginning on the Effective
Date and unti[the earlier of the Close of Escrow or the termination of this Agreement, Se�1er shall:
12.1. IYlaintain the Propertv. Maintarn (or cause ta be rnaintained) the Property in the same
canditian existzng as of the Effective Date except for the canstruction or installatian of
additional structural impravements necessary for the Property.
12.2a Payment of Obli�ations and Taxes. Pay, as and when the same are due, a11 payments an
any encumbrances, or assessments presently affecting the Property (excluding liens or
encumbrances caused t�y Buyer) and any and all taxes, assessments and levies in respect
of the Property through the Closing Date.
12.3. Comply with Laws. Comply in all material respects with all laws, statutes,, rules,
regulations; ordinances that are applicable to the Property, including, but not limited ta,
Environmental Laws.
12.4. No Encumbrances. Unless required by a Governmental Authority as a condition to the
entitlements, Seller shall not grant or canvey or enter into any easernent, le�se, license,
perrnit, agr�ement or any oth�r legal or beneficial interest in or to the Properiy,without the
prior written coxZsent of Buyer, which consent shall not be unreasonably withheld;
conditioned or delayed.Unles�required by a Governmental Autharity as a condition to the
entitlements, Seller shall not undertake any actions which irnpair any and all rights of way,
easements, grants, appurtenances, eflcumbrances, liens, covenants, condifiions, or
pri�ileges and licenses in favc�r or consisting any portion ofthe Property,
REAL ESTATE PiJRCIIASE AND SALE AGREEMENT Page 9
CITY OF REDDING/FALL R[VER DEVELOPMENT,INC.
12.5, Natifv Buyer of Certain Matters. At al1 times pric�r to the C1�se of Escrow, Seller shall
prarnptly advise Buyer in writing of any material adverse change in the condition of the
Property, the occurrence af any event or discovery of any faet which wauld render any
representation or warranty of Seller to Buyer in this Agreerrrent untrue t�r misleading, and
any wriYten notice or other communication fram aily third person or entity alleging that the
consent af'such third person or entity may be required in cannection with the transaction
contemplated by this Agreement:
12.6, Marketin�. Seller shall not rnarket the Praperty for sale, nor enter into any agreements, or
accept any offers with respect to the sale of the Property.
13: Conditions to Buyer's Obli�a#ions. The fc�llowing are conditions to the Close of
Escrow("Closing Conditiai�s") and the obligation c�f Buyer to purchase the Property:
13.I. Buyer shall not have delivered a Buyer's Tit1e Notice to Seller and the Escrow
Agent pursu�nt to and within the tirne limits provided for in Subsection 8.3, above; Buyer �hall not
have delivered a written notice of disapproval to Seller and the Escrow Agent pursuant to ant� within
the time 1irr�it�provided for in Subsecti�� �4.2.
13.2: The Title Company shall have issued oi caminitted to issue to Buyer the Title
Policy,to the Buyer as of the Close af Escrow in a manne��and substance as defined in Subsection $.7,
above,
13.3. There shall have been no material adverse change in the condition of or title to
the Property prior to the Close of Escrow; and
13.4. On c�r before the Closing, Seller shall have perforrned all af its obligations
under this Agreeine��t required to be perft�rmed on or before the C1ose of Escrow, and, except as
otherwise provided herein,th� Seller's representations and warranties hereunder shall be true at and as
of the Close Qf Escrow as if made as-of such time.
The foregoing conditions are created for Che benefit of the Buyer only. Such conditians may be
waived by the Buyer in writing to 5eller and the Escrow Agent.
14. Conditians to Seller's Obli�ations. The fc�llawing are candititins to the Close of
Escrow and the obligation of Seller to sell the Property:
14.1 Buyer shall have delivered the Purchase price, and all other funds, documents and
instruments Buyer is required to deliver pursuant to Subsectifln 6.3,above,to the Escrow Agent within
the time limits provided for herein,
14.2 C1n or before the Closrng, Buyer sha11 have perforined all of its obligations under this
Agreement required ta be perforrned on or before the Close af Escrow and the Buyer's represelltations
and warranties hereunder shall be true at and as of the Close of Escrow as if made-as of such time.
The foregoing condition is created for the benefit c�f tihe �eller only. Such condition�nay be
waived by the Seller in writing to BLiyer and the Escrow Agent.
15. Failure of+Conditians. If any condition specified in Section 13 ar 14, above; is not
satisfied or waived within the applicable time limit pravided,then Buyer,if Buyer is not then in default
af any of its obligations under this Agreement; or Seller, if Seller is nc�t then in default of any of its
representations, warranties, covenants or agreeinents under this Agreement; may tl��reafter terminate
REAL ESTATE PIJItCHASE AND SALE AGREEM�NT Page I0
�ITY OF REDDING!FALL RIVER DEVELOl'MENT,ING.
the Escrow and this Agre�ment by giving written natice to the Escrow Agent and the other Party. Upon
any such termination, the I7eposit shall be returned to Buyer; and neither Party shall have any further
liability or obligatian hereunder except as atherwise provided herein.Notwithstanding tl�e foregoing;
if any condition set fc�rth 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 rernedies set forth in Section 18 c�r 19;below,
as the case may be.
16. Darna�e or Destructian. In the event of any material dainage to ar destruction of the
Property ar improvements thereon prior to the Closing, Buyer shall, by written natice to Seller
delivered withinten(10)days ofreceiving written notice frotn Seller of such event(a"Seller's Damage
Notice'"); elect to either. (a)terminate this Agreement and the Escrow,in which e�ent the Deposit shall
be returned to the Buyer, and neither party shaTl have any further liability or obligation under this
Agreement, except as atherwise provided herein, or (b) consumrnate its purchase af the Prc�perly
pursuant to this Agreement. For purposes af the foregoing, darnage to or destruction of the Property
or irnpravernents thereon shall be deerned to be material if, but anly if, the cost to repair sucl�damage
or destruction is reasonably estimated to exceed the sum of AIv1OIJNT($l Ofl,000.00). If Buyer fail�to
deliver written notice to Seller within such ter�(10)day period, Buyer shall be conclusively deemed to
have elected to consummate its purchase of the Praperty. If the damage to or destructian c�f the Property
ar improvernents is nc�t material, or Buyer eleets or is deerned to have elected ta consummate its
purchase of the Property: (i)there shall be no reduction in the amount of the Purchase Price as a result
of the damage to ar destruction of the Froperty or improvernents; and (ii) Seller shall at the Closing
(A) pay to Buyer all insur�nce proceeds, if any, previousl� received by Seller with respect to such
damage ar destruction (less any partion tl�ereof expended by Seller to repair, mitigate; or avaid such
damage or destruction, and/or to secure the Property), and{B) assign tc� Buyer all af Seller's rights, if
any,to a11 additional insurance proceeds, if any, payable by reason of such damage or destruction.The
Closing Date shall be extended if and to the extent necessary to provide Buyer with the full ten {lOj
day period to make its election hereunder.Any extension of the Closing Date pursuant to the preceding
sentence shall be in addition tc� all other extension �ights provided for herein. Buyer understands that
Seller does not rnaintain fire or ather insurance covering darnage to the lmprovements on the Property.
The parties agree that this Section shall apply xn the event of any damage to or destruction of the
Property�r improvernents thereon in lieu of the Uniform Vendar and Purchaser Risk Act;and hereby
waive the pravisions af Califttrnia Civil Code '16b2 with respect to any darnage to or destruction of
the Property ar improvement$thereon prior to the Closing.
1'7. Fropertv'Taxes.Current real property taxes not yet delinquent relating to the Property;
if any, sha11 be prorated between Setler and Buye� as of the Closing Date on the �asis af a thirty-day
inonth, and, to the extent of information then available, such prorations shall be made at the Clasing.
Such prorations shall be adjusted, if necessary, and completed after the Closing as soon as final
information beco�nes available.
��. Closi�►� and �Dthea- Co��s. Buyer and Seller shall equally pay fifty percent (50%) af
the fallowing costs incurred in connection with this transaction: (a)the cost of recot�ding the Quitclaim
Deed; and (b) the documentary transfer tax, if any, imposed in connection with the recording of the
Quitclalm I)eed: Seller shall pay for customary ALTA standard coverage title costs. Buyer shal'I pay
for any additional title casts including,without lirnitatian,costs for any ALTA Extended Coverage,any
survey required by th�titl�company and/or desired by Buyer and any endorsements. Buyer and Seller
REAL ESTATE PURCHASE AND SALE AGREEIviENT Page l t
CITY OF REDDING/FAC,L RiVER DEVELQPMEIVT,IN�.
shaIl equally share the cost of escro�v and all other closing expenses in the normal and cust�mary
fashion for transactions in Shasta County,California.
1'9. AS IS SALE; Release
19.1 Buyer acknowledges and agrees that,prior to the Close of Escrow, Buyer shall have had
a full and cornplete opportunity to inspect and investigate each and every aspect of the Property
and the improvements thereon, either independently ar through agents of Buyer's choosing.
Buyer further acknowledges and agrees that,except as expressly set forth in Se�tion 11,above,
Seller rnakes no representations ar warranties, express ar implied; regarding the Seller, the
Property, or the irnprovements thereon, including, withc�ut lirnitation: (a) any warranty of
merchantability or fitness for a particular purpose, (b}th� compliance of the Property and/or
any improvements thereon, if any; with any applicable codes, laws, regulatians, statutes or
ordinances, including any Environmental Laws, or with any covenants, conditions and
restrictions of any governmental or quasi-gc�vernmental entity or af any other person or entity;
(c) the existence of soil instability, past soil repairs, soil additions or conditions of soil fill or
susceptibility to landslides; (d) the quality and nature of any,graundwater; (e) the ownership,
existence, status, quality,or na#ur�of any water rights that may be appurtenant to the property;
(f�the awnership, existence, status; �iability, quality or nature of any mineral rights that may
be appurten�nt to the Property; (g)the agricultural productiviCy of the Property; (gj the nature,
types or quality of the soils on the Property; (h) the sufficiency of any u��dershoring; (i) the
sufficiency of any drainage; (j}the existence or non-existence of underground storage tanks ar
pipelines; {k) the presence of any Hazardc�us Materials (as defined below) on, under or about
the Property,or any other adjoining ar neighboring property, ar any irnprovements thereon; (1)
the availabilit�,quality,nature,adequacy and physical condition of public utilities and services
for the Property; (m)any other matter affect�ng the stability or integrity of the Property; (n)the
potential for further development of the Praperty, {a)the existence af vested land use,zaning
or building entitlements affecting the Froperty; (p) the zoning or ot�ier legal status of the
property or any other public or private restrictions on use of the Froperty or the ability to
subdivide the Property; (q) the physical con�lition of the Property, any irnprovements c�n the
Property, (r) the condition of title to the F'roperty, any improvements on the Property; (s)the
existence ax status of any tenancies affecting the Property; (t) the existence or status af any
perinits or approvals required to use or occupy the Froperty, ar any portian thereof; and/ar(u)
the economics ofthe operation afthe Property. Buyer aeknowledges and agrees that subject to
the representations and warranties of Seller contained in Sectiail 11, above, the Property is
being sold and accepted by�uyer on an"AS-IS;WHERE IS,WITH ALL FAULTS''basis,and
that, effective as of the Close of Escrow, T�uyer assutnes a�l responsibility for all faults and
cc�nditions then existing relating to the Froperty, or the improvements thereon, specifically
including, but not limited to, all fault� and conditions relating to the matters described in this
Section 19.1, and/or as disclosed or described in this Agreement, and/or in any of the
documents or instrumer�ts described,pravided for, referred to in, or delivered to Buyee.
1'9.2 Effective from and after the Closir�g; Buyer hereby waiVes, releases; exonerates,
covenants not to sue, and forever discharges Seller, Seller's eleeted officials, anti their employees,
agents, representatives, successors and assigns, ta the m�ximum extent permitted by law, of and from
any �nd al] �laims, demands, actians, causes of actior�, rights, liabilities, da�nages, penaities, fines,
losses, costs, expenses, ar compensatron whatsoever, direct or indirect, known or unknown, foreseen
ar unfareseen (collectively, "Claims"), that it now has or that may arise in the future because of or in
any way growing out of, relating to, or connected with this Agreernent, any d�cument or instrurnent
delivered pursuant tc� this Agreement, the Property, any impravernents on the Property, including but
REAL ESTATE Pt7RCHASE AND SALE AGREEMENT Page i2
CITY OF REDDING/FALL RdVER DEVELOPMENT;INC.
specifically including, but not linnited to, a11 faults and conditions rel�ting t4 the matt�rs
describ�d in this Secti€�n 19.1, and/or as disclosed r,r d�scribed in this Agreement, and/or in
any of the d�cuments or instnaments described, provided for, referred to in, or delivered to
�uyer:
19.2 Effective fr�rn ar�d after the �lc�sing, Buyer hereby waives, releases, exonerates,
covenants no�to sue; and forever dascharges ��ller, Seller's elected ofFic�als, and their en�ployees,
a�ents,representatives,succes�ors and assigns,to the maximurn extent permitted by law,of and farnm
any and all claims, demands; aetioxas, causes af actiaxi, rights, liabilities; damages,,penalties, fi��es,
losses,cc�sts, expenses,ar coanpensation whatsaever;direct or indirect,knawn or unknown, foreseen
or unforeseen(coilectively, "'Claims°°),that it now has or that may arise in th�future because of or in
any way growing out of; relating tc�, or conne�ted with this Agreernent, any c�ocument or instrurnent
delivered pursuant to this Agreemenk,the Property,any impravements on the Praperty,including but
not limitied to, any Claims arisin� out af ar relating to any Environmental Laws, the presence of
Hazardous I�aterials in, on,under or about the Property, or any improve�nents thereon, or any other
physical ar environmental conditian vf the Prop�rty, or any irnprove�nents tl�ereon, but excluding
Sel]er's indemnity and defense obligations under Se�tr"on 29,below,and matters arising fronr Seller's
fraud or intentional misrepresentati�n. BUYER EXPRESSLY WAIVES THE BENBFITS UF
SECTi(7N 1542 OF THE CALIF(�RNIA CIVIL �O.DE, WHI�H PRC}VIDES AS Ft�LL�WS: "A
GENERAL RELEASE D(7ES NOT EXTENI� 'TC7 CLAIMS THAT THE CREI�ITfJR t7R
RELEA�ING�'ARTY D4ES N(�T KNdW C�32 SLJSPECT TO EXI�T IN HIS C3R HER FAVOR A'T'
THE T'IME (7F EXECUTING THE RELEASE AND THAT, IF I�NOWN TO HIM �R HER,
Wt�UI:,L) HAVE MA'I'ERIALLY AFE`ECT�I� HIS !�R HER SETTLEMENT W1TH THE DEBTUR
�R REL,EASED PARTY."'
Buyer l�as initialed this Subsection 19.2 to further indicate Buyer's awareness of an�i
acceptance af the genera] release of all known and unknown Claims as provided for above. The
prnvisians of this Subsection 9.2 sha13 be effective up�n and shall survive the C(ose nf Escrow.
r�
Buyer:
Z0. LIQIJIDATED L?AMAGE� QN BUYER'S I?EFAULT. BUYER. ANL3 SELLER
HEREBY ACKNC)WLEAGE ANI) AGREE THAT, IF BUYER FAILS 'Tt� C(�MPI;ETE T�-IE
PLTRCHASE C7F THE FR4PERT�AS A 1tESULT OF" A I7EFALJLT BY B[JYER UNT�ER TH3S
AGREEt"i�1EN7' ANI� BUYER FAILS TO CUR� SUCH I3EFAULT WTTHIN F'IVE {5) DAYS
�(}LLaWING RECEIF"T OF WRITTEN N(7T10E t7F Sl.1CH DEFAULT FRC)M SELLER T(7
BUYER("Bt1YER DEFAUL,T"), SELI.ER WILL SUF�ER DAMAGES 1N A.N AMOUNT WH1CH
WILL,DUE 7'O THE SPE�IAL NATURE OF THE TRANSACTIC3N CONTEMPLA'TED BY THIS
AGREEMENT ANI� THE SPECIAL NATURE OF THE NEGOT3ATIONS WHIGH PRECEUEI)
THIS AGREEMEl`*tT; BE IMF'RACTTCAL OR EXTREMELY L�IFFICULT Tfl ASCER"t'AIN. 3N
ADDITiC�N, BUYER WISHES T� HAVE A LIMITATIt7N PLAGEI) UPC7N THE Pt7TENTIAL
LIABIL,ITY(��BUYER Tb SELLER IN THE EVENT OF A BUYER DEFAULT,AND WISHES
TO INDTJCE SELLER TO WANE (JTHER REMEDIES WHICH SELLER NiAY HAVE IN THE
EVENT(7F SLTCH A BLIYER bEFAUI.T. BUYER ANI? SELLER, AFTER DUE NEGOTIA.TI�N
ANI� GTVING L7LTE CONSIDERATION Tf) THE ACTUAL DAMAGES SEL,LER COULD
SUFFE,R 1N THE EVENT QF A BtJYER I7EFAULT,HEREBY ACKNC}WLEUGE AI�ID AGREE
'THAT THE AMt�UN'T OF THE dEPt?SIT REPRESENTS A REASONABLB ESTIMATE OF THE
DAMAGES SELL�R WILL 5U5TAIN IN THE EVEN"T OF A BUYER 17EFAULT.
REAL ESTk7E PURCHASE AND SALE AGREEMENT pa�,��3
CITY OF REDDINGJ FALL RlVER DEVELQE'MENT,ING
BUYER AND SELLER HER�BY AGR.EE TNAT �F BUYER FAtLS TC7 FUR�HASE THE
�RfJPERTX AS A RESULT O� A I�EFAUL'T' BY BUYER, :HEREUNI�ER:, SELLER SHALL BE
EN"TITLEI� 'TC}TERAiYINATE THE AGREEMENT UPON WRITT'EN Nt7TiCE�`C7 BUYEl2 AND
'THE ESCROW AGENT,ANTS T'HE ESCR.OW AGENT SHA:LL Pr�;Y Tt�S�I.,LER.xHE I?EPC�SIT
ANI3 ANY ADI?ITIt�NAL I}EPG15I'l'S {AND AT.:I., ACCItUED INTEREST THEREtJN) AS
�.I{{�UIDATED ]DA11�iAG'rES. THE PAYMEN'I C7F SLTCH FUNDS 'Tt� SELLER�S INTENDED T4
CONS'1'ITUT'E LIQCJII�AT�D DAMAGBS T"O SEL,LER PtJRSUANT TQ SECTIONS 1671, 1676
ANI? 1677 OF THE CALIFORNIA CIVIL CUDE, ANI� SHALL Nt�T BE DEEMED TO
C{�NSTiTtJT;� A FQRFE3TURE OR PENAI,TY WiTHIN T'HE MEANING (aF SECTIC}N 3�75
C7R �ECTTON 3369 aF TNE CAL[F'C7RNiA GiVit, C4DE, {}R ANY SIMILAR PRUVISiQNS.
1"HE LIQUIDATEI) DAMAGES PRO'VIDEL? FQR HERELJIVI�ER SHALL BE SELLER'S St�L�
ANI7 EXCLUSIVE R.EM�DY{WHETHER AT LAW C7R!N EQUiTY) IN THE EVENT BUYER
�'AILS TC?PURCHASE THE PROPERTY AS P�.RESULT OF A BUYER DEFAULT,ALL OTHER
CLAIMS TQ DAMAGES OR C�THER REMEDIES, INCL�TDING BUT NQT LIMITEI) "I'Q
SPECIFIC P�RFOFtMANCE; BE1NG HEREIN EXPRESSI:Y" WAiVED BY SELL�R.
FC?�LOWINCir "i'ERMINA't'ION OF 'TNIS ACrREEMENT, CANCELLATIQN C�F" 'C'HE ESCRt7W
ANC� PAYlVIENT OF THE I?EPOSI'I' AND ADDI'TIQNAL DEPCISITS (AND ALL ACCRUEI�
INTEREST THER.EaN) TC? SELL,ER AS LIQLTI�ATEI� DAMAGES PURSUANI" 'TU �'HIS
S�CTION, ALI:. OF 'TH� RIGHTS AND OBLIGATIONS flF �UYER ANL? SELLER UNDER
'I'HIS AGR�EMENT SHALL BE "�ERMINATEI7, EXCEPT AS OTHERWISE EXPRESSLY
PR{7VIL7EI3 ELSEWHERE HEFLE[N.
THE PARTIES ACKNfJWL.EDGE AND AGREE THAT THIS LIQUIDATE�) I3AMAGES
CL.AUSE SHALL N{7'T APPLY TQ BUYER'S INDEMNITY OBLIGATIC7NS AND I7EFENSE
C1BlLIGA'Tit�NS LTNi}ER SUBSECTTON 10:4 ANL?SECTiQN 23
�F THIS AGRE�MENT C}R APPL,Y'TU OR LIMIT SELLER'S RIGHT TC!
RECUVER ATTCIRNEY'S FEES FR:(}M BUYER PURSUAt�1T TO SUBS�CTION 1Q;4, SECTIQN
28,C}F THIS AGREEMENT.
BUYER AND SELLER ACKNt�Wi.,EI]GE THAT THEY HAVE REAI7 ANL? UNL7ERSTANI)
THE PROVISIUNS C}F THIS SECTION AND BY T'HEI� INITIALS IMMEDIA'TELY BELOW;
AGREE Tt�BE B�UND BY ITS TERMS.
$.
� �
"Seller" "Buyer"
DEFAUL'I'BY SELLER, i�' SELLER I7EFAULTS IN SELLER'S UBLIGATION TO SELL
AND TRAN�FE.R THE PR{�P`�RTY T'O BL7YER AT THE CLflSE OF ESGRt�W, AND SELLEi2
FAILS T(� CURE 5LTCH DEF'AULT WITHIN FIVE (5} DAYS FC?LLOWINC; RECEIPT OF
WRITTEN NOTICE QF SUCH L7EFAUT.T FRUM ]BUYER TO SELLER, BU�ER SNALL HAVE
THE RIGHT, AT BUYER'S OPTIt?N, TO EITHER. (A) p[JRSUE SPECIFiC PERFaRMANCE
OF THIS AGREEMENZ' AND fiH� REGQVER'Y OF BUYE,R°S REASONABLE ATTOI�NE1'S'
FEES PLTRSUANT T4 SECTION 28,BELOW, iN THE EVENT �UYER IS THE PREVAILIN(:i
PARTY (BUT EXCLUDINC; ANY DAMAGES t3R CITHER Mt7NETAR� Ct�MPENSATI�N
WHATSC7EVER, INCLT..JIDING BU1" NCaT LIMIT'ED TO, ANY INCIDENTAL,
CONSEQUENTIAL, l7ELAY (7R OTHER I?AMAGES OR CC?MPENSATI(JN); i�R (B)
TERMINAT�THiS AGREEMENT AND THE BSCROW AND RECEI'VE A RET[JRN OF THE
I?EPCISIT (AT�TI7 �iLL ACCRUEI) INTEREST 'THEREON�. BUYER SHALL BE I�EEMED 'TU
ttEAL E3TATE PLIRCHASE AND SALE AGREEMENT Pa�e 14
C1TY QF REDDtNG/EALL RNER 17EVE�di'MEM1lT;ING.
HAVE ELECTED TO TERMINATE TNIS AGREEMENT AND RECEiVE A RETURI�T OF TN�
DEPOSIT PURSUAI�T T(3 CLAUSE(B)ABUVE UNLESS BUYER MAKES AN AFFIRMATIVE
ELE�TItJN BY WRIT"I"EN NOTICE TC) �EI.,LER AND 1�SCRt�W ACENT WITHIN FIFTEEN
{15} 17AYS A�TER EXPIRAT'ION C7F THE FZVE (S} DAY PER:IC?I� FOR SELLER'S CURE
PR(�VII)El� ABOV� TO SEEK SI�ECIFTC PERFORMANCE AS PERMITTE� IN CLAUSE (A)
ABOVE; PROVII?ED; H(�WEVER, THAT IF BUYER ELECTS TC} SEEK SPECTFIC
PERPC?RMANCE, BUYER MUST FILE ANU SERVE A COMPL,AIN7' SEEI�ING THE SAME
WITHIN SiXTY (60) D�YS AFTER THE CLC}SING DATE. BUYER`S FAILURE 'TO ELEGT"
WITHIN FIF'TEEN (15) I�AYS AFTER EXPIRATION OF' THE FIVE {5� L1AY 1'ER1{7D FOR
SELLER'S CURE PROVIDEI)AB�VE TU S�EK�PBCIFIC PER�'ORMANCE AS PERMITTEL)
IN CLAUSE �A) ABQ�E ANI)l�R TtJ FTLE ANI3 SERUE A SPECIFtC PERFtJR1VtANCE
ACTIC?N WITHIN TNE SIXTY�(�t�) IIAY PERIG�I� PRQVIDED HER.�TN SHALL BE DEEMBD
AN 1RR`EVOCABLE WAIVER (3F THE RICiHT Tfl FiLE SUCH AN ACTiC}N AND t�F SUCH
REMEI�Y. IT IS UNDERSTOOI� ANT� AGREED 'THA7' {I) THE REMEI7IES fl�" BUYER SET
FC?RTH TN THIS SECTI�lti1 SHAL.L �E BUYER'S SOLE AND EXCLtTSIVE REMEDIES IN
THE EVENT OF A SELLER DEFAIJLT, {It)]BUYER SHALL,IVOT BE BN'TITLED Ti� SEEK Ol2
RECUVER Mt�NETARY DAMAGES C?R C77"HE12 CUMPENSATtON FRC7M SELLER UNDER
ANY CIRCUMSTANCES, AND (III) ALL CLAiMS TO aAMAGES ANI7 ALL t�THER
REMEL`�IES NC1T SE'I' FURTH IN THIS SECTION ARE HEREBY �XPRESSLY WAIVED BY
BUYER:
BUYER AND SELLER ACKNUWLEDGE THAT THEY HAVE R6AQ AND
UNDERSTA�ID THE PRC}VISIONS C3F '�HIS SECT"lON AN� BY THEIR 1NITiALS
IMMEbTATELY BEL{)W,AGREE Tfl BE BQT.JI�1D BY ITS'I'ERMS.
„SELLER". "�BUYER":
21. Possessian. Passession of the Property shall be delivered to Buyer �t the Clasing,
unless otherwise agreed upon in writing between Bt�yer and Seller.
22. No obla�ation ta� ret�air. Correct D►eficiencies, Imnrove nr Clean up P'roperty.
Seller shall have no obligation ta repair,correct any deficiencies in,c�r make any improv�ments to the
Pxoperty or�ny improvements thereon, or to remove any trash o�debris from the Property, prior to
the C1ose of Escyaw:
23, �roker's Fees. Selter alid Buyer represent and warrant tc� each other tllat they have
dealt with no braker or finder in connection with any transaction contemplated by this Agreement.
Seller and Buyer e�ch agree tc� indemnify, defend,and hold harmless one another against any loss;
liability, damage; cost; claim; or expense incurred by reasan af any brokerage, cvrnmission, or
finder's fee alleged to be payable because of any act, omissinn, or state�nent of the indemnifying
party. The parties' csbligatio��s hereunder shall survive the C1os� of Escraw and recording af the
Quitclaim Deed in the Officiai Records,or any earlier cancellation or terrninatian ofthis Agreement:
24. No Part�y Deemed T)r�fter, In the event af a dispute between any of the parties
hereto aver the meaning of this Agreernent,no party shall be deerned to have been the drafter hereof,
and the principle of law that cc�t1#racts are canstrued against the drafter shall nat apply.
REA[.ESTAT�PURCHASE ANb SALE AGREEiLtENT pag�]3
GTY OF R5L1DiNG/FALL RIVER IJEVELOPMENT,tNC.
consent, appraval ar other comrnunicatic�n will be deemed to have been given as of the date sa
personally delivered, or two (2) days after it is deposited in the mail.
2'7, Ass��nment. Buyer rnay not assign its rights and abligations under this Agreerrzent
withaut the priar written consent of the Seller which may be granted or withheld by Seller in its sole
and absalute discretion.Any assignee of the Buyer consenCed to by Seller shall be required to execute
and deliver to Seller, prior to the date any such assignment becomes effective, a separate writtet�
agreement, approved by Seller and its legal counsel, pursuant to which the assignee (i) expressly
assumes all of the Buyer's abligations as Buyer under this Agreement, and (ii) agrees to the release,
limitations on remedies,and other provisions herein for the benefit of Se11er. No perinitted assignment
by the Buyer shall relieve Buyer of any of its obligations under this Agreernent
2�: Attorney's Fees. In the event of any legal action, arbitration or ather pro�eeding
arising out of this Agreement,the prevailing party shall be entitled ta its reasonable attorney's fees and
costs in addition to any other relief to which it may be entitled.
29. Survival. All of Seller's and Suyer's covenants, agreements, representations and
warranties cantained in this Agreemenfi shall survive the Close of Escrow and recordat�an of tlae
Quitclaim Deed in the Qfficial Records af Shasta County, Califc�rnia.
30. Entire A�reement. Thrs Agreement, and all documents and instruments referred to
herein, cantain the entire agreen�ent of the parties hereto with respect to the matters covered hereby
and supersede aI1 priar arrangements artd understandings between the parties, and no other agreement,
state�nent or prornise made by either Party hereta with respect to such rnatters 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, alteratian or modification is expressed in a written
instrument duly executed by the parties.
31. Sucees�ors and Assi�ns. The terms and conditions of this Agreement shall be binding
upon and inure to the bene�t of the parties hereto and their personal and legal representatives,
beneficraries, heirs, successars in interest and assigns:
32» Fart�al Invaliditv.If any term or provisian of this Agreement�r the application thereof
to any person or circumstance shall, to any exCent, be invalid or unenforceable, the rema�nder of this
Agreement, or the application of such terin or provision to persons or circumstances other than thc�se
as to which it is held invalid or unenforceable, shall not be affected thereby, and each such t�rm and
provisi�n of this Agreelnent shall be valid and be enforced to the fullest extent permitted by law.
33. Waivers.No waiver of any breach of this Agreernent Shall be valid unless in writing,
nor sha11 any such waiver be deelned a waiver of any preceding or succeeding breach thereof, or of
any ather coVenant or provision herein cantained.
34. Relafio�nsha�of P�r#ie�. This Agre�ment is a purchase and sale agreement only. The
parties hereto,each of whom is represented by separate legal counsel, da not intendby this Agreement
to create any partnership,joir�t venture, or principal and agent relatianship(and nothing herein shall be
construed to create any such xelationship).
REAL ESTATE PURCIIASE AND SALE AGREEMENT Page 16
GITY OF REDDINGI PALL RIVER DEVELt7PMENT,INC.
35. Connterparts.This Agreement must be manually signed and initialed by Seller and Buyer
(and may not be electronicalty ar digitally signed and initialed by the parties). 'This
Agreernent may be executed in one or more counterparts, each of which shall be deetned
an original, but a11 of which together shall collstitute �ne and the sarne instrurnent. The
execution pages of counterparts rnay be attached to any one copy of the Agreement to fornl
a single, cornplete document. The parties agree that the transmission of a signed copy of
this Agreelnent via e-mail shall constitute execution and delivery hereof, and the parties
agree to deliver+�r�ginal'ink signed counterparts as saon as reasanably passible thereafter.
36. Incorpor�tion bv Reference. All recitals, exhibits and schedules to this Agreement
are incorporated herein by this reference:
37: Gavernin� Law. Jurisdietian and �enue. This Agreement shall be governed by and
construed in accordance with the laws of the State of California (without giving effect to
th� conflict af I�w provisions of such State). Any proceed�ng brought by either Party
against the other c�r any dispute arising out of this Agreement or;any matter related thereto
rnust be brc�ught in the courts of the State of Califarnia in Shasta County. Seller and Buyer
hereby (a) accept and consent to the exclusiWe jurisdiction of the courts referred ta in the
preceding sente�ce, (b) waive any objectian to the jurisdiction af the above-referenced
courts,and(c�w�ive any nbjections to venue in the above-referenced courts,whether based
upon forum non eonveniens or any other grounds.
38. Time. Time is ofthe essence with respect to each and every term and conditian of this
Agreement.
39. Davs and Holidavs.All references in this Agreement to the word"days," whether far
notices, schedules, performance, or t�ther miscellaneous time Iilnits, shall at all times rnean calendar
days, unless specifically referenced as "business" days. Business days are Monday through Friday,
except legal halidays. In the event any date far performance of any obligatian or the giving of any
notic�pursuant to this Agreernent occurs on a Califarnia state or federal holiday ar on a Saturday or
Sunday, then the next business da� shall be deemed the applicable date for perforinance or notice.
40. Force Ma'e� ure.Any preventian or delay in performance due to labor disputes,acts of
God,fire ar other casualty,acts of terrt�r'rsm or war,pandemic(including,but not limited to,the currenfi
CtOVID-19 pandemic), goverr�mental actions or restrictions(other than actians or restrictions imposed
ar taken by Seller), inability to obtain services, labor, or materials {including, but noC limited to, the
services of the Escraw Agent,Title Company, c�r Shasta Caunty Recorder as a result af office cicrsures
or atherwise), or ather causes (except financial} beyond the reasanable contral of th� Party obligated
to perform (each an event af"Fc�rce Majeure") shall excuse the perforrnanee by that Party for a period
equal to the prevention or delay.Any delay in Seller's delivery of the Property I�ocuments ta Buyer
caused l�y Farce Majeure shall automatically extend the Due Lliligence Periad and the Closing Date by
a like number of days.
Szgnature Page tQ Follow
REAL E5TATE Pt7RCHASE AND SALE AGRE�MENT Page 17
CITY OF fLEDDING{FALL RIVER DEV�LOPMENT;INC.
BLTYER; SELLEit:
FALL RIVER DEVELCIPMENT,INC., CITY t��`REL►DING,
A Califomia corparation a tnunicipal corpora�ion
�-�
q .�,,.
�.
By: n ��;���� By,
Its: � ,� � Its:
���� ��
Dated:- "����/ Dated:
REAL ESTATE PURGHASE AND SALE AGREEMBNT Paga 1�}
GI?Y C?F[2EDDING/FALL RIVEI2 pEVELOPMENT„1NC.
Exhibit A
LEGAL D►ESCRIFTIQN
All that real property situate within a portion of the I�ortheast one-quarter of Section 26,
Township 31 iVc�rth, Range 4 West, Nlount Diablo Meridian, City af Redding, County of Shasta,
State of California being more particularly described as follows:
Parcel9 as shown on the S�illwater Business Park Parcel Map PM 5-07&PD 4-07 filed on May 8,
2'008 in B�ok 37 of Parcel Maps at Page 93,Shasta County Records.
Cantaining 10 acres more or less.
APN 054-220-(l17
Exhibit B
RECORDING REQUESTED BY:
City of Redding
WHEN RECORDED MAIL DOCUMENT
AND TAX STATEMEl'�1T T0:
Fall River Development, Inc.
2029 Traditidn Way
Redding,CA 96001
THE t1REA ABOV�IS R�SE12'VED FOR RECORDER'S USE
A.P.N. 054-2b0-404
�IT�L;f�� �+ E
THE UNDERSIGNED GR�INTOR I)ECLARES:
Documentary Transfer Tax-
(x)City of Redding
(x)Camputed on full value af properry conveyed
FOR VALUABLE Ct)N5IDERATION; the receipt of which is herehy acknawledged, CITY OF
DDING, a Municipal Corporation
HEREBY REMISE, RELEASE AND FOREVER QUITCLAIM to Fr�LL RIVER
DE�IEL(3PMENT, IN�.
The land described herein is situated in the state of California, c�unty of Shasta, city of Redding,
described as follaws:
Parcel 9 as shown on the Stillwater Business Park Parcel Map PM 5-07 & PD 4-07 filed on May 8;
20Q8 in Boak 37 of Parcel Maps at Page 93, Shasta County Recorcis.
GRANTt�R<
+CITY ClF REDDING
DATEI?; , 2026 B�:
MIKE LITTAU, MAYOR
ATTEST. FORM APPROVED
SHARLENE TIPT()N, CITY GLERK CHRISTIAN CURTIS, CITY ATTORNEY