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C19-87.1Cv 51. PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS To: First American Title Insurance Company ("Escrow Agent") 18500 Von IC.arman Ave, Ste 600 Escrow No. ?n<I9 Irvine, California 92612 Title Order No.: NCS-978117-SA1 Attn: Nathan Thompson Title Officer: Trenton Cornell Telephone: (949) 885-2473 Telephone: (949)885-2401 ivTHIS PURCIIASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into and is effective as of the 3 day of Q X2019 (the "Effective Date"), by and between City of Beaumont, ("Seller"), and MJC Investment Property I, LLC, a California limited liability company or its assignee ("Purchaser"). Recitals A. Seller is the owner of the Property (as defined below). B. Upon the satisfaction of, and subject to, the terms and conditions set forth in this Agreement, Seller has agreed to sell the Property to Purchaser, and Purchaser has agreed to purchase the Property from Seller. Agreement NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree as set forth below. 1. Purchase and Sale of the Property. Subject to and in accordance with the terms and conditions contained in this Agreement, Seller agrees to sell, assign, convey, and transfer to Purchaser all of Seller's right, title and interest in and to the real property described below ( the "Property") the legal description of which is attached hereto as Exhibit "A", and Purchaser hereby agrees to purchase and accept the Property, and assume the obligations in connection therewith as farther set forth herein: — (a) . - • );and: - Subject to general and special real estate taxes and -assessments, all matters of record, and all matters that a thorough physical inspection or correct survey would reveal, Seller's interest in that certain real property located at SEC of Beaumont Ave and E 4"' St, Beaumont, CA 92223 with an Assessor's Parcel Numbers of -418-190-004, 005, 006 and 007. (the "Land"). (b) Appurtenances. All of Seller's rights, privileges and easements appurtenant to the Land, all development rights and air rights relating to the Land and any and all easements, rights-of-way and other appurtenances used in connection with the beneficial use and enjoyment of the Land. 1 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS To: First American Title Insurance Company ("Escrow Agent") 18500 Von Kalman Ave, Ste 600 Escrow No. ("Escrow") Irvine, California 92612 Title Order No.: NCS -978117 -SAI Attn: Nathan Thompson Title Officer: Trenton Cornell Telephone: (949) 885-2473 Telephone: (949)885-2401 THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into and is effective as of the day of November, 2019 (the "Effective Date"), by and between City of Beaumont, ("Seller"), and MJC Investment Property I, LLC, a California limited liability company or its assignee ("Purchaser"), Recitals A. Seller is the owner of the Property (as defined below). B. Upon the satisfaction of, and subject to, the terms and conditions set forth in this Agreement, Seller has agreed to sell the Property to Purchaser, and Purchaser has agreed to purchase the Property from Seller. Agreement NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree as set forth below. 1. Purchase and Sale of the Property. Subject to and in accordance with the terms and conditions contained in this Agreement, Seller agrees to sell, assign, convey, and transfer to Purchaser all of Seller's right, title and interest in and to the real property described below ( the "Property") the legal description of which is attached hereto as Exhibit "A", and Purchaser hereby agrees to purchase and accept the Property, and assume the obligations in connection therewith as further set forth herein: -- (a) Land. Subject to general and special real estate taxes and assessments, all matters of record, and all matters that a thorough physical inspection or correct survey would reveal, Seller's interest in that certain real property located at SEC of Beaumont Ave and E 4th St, Beaumont, CA 92223 with an Assessor's Parcel Numbers of 418-190-004, 005, 006 and 007. (the "Land"). (b) Appurtenances. All of Seller's rights, privileges and easements appurtenant to the Land, all development rights and air rights relating to the Land and any and all easements, rights-of-way and other appurtenances used in connection with the beneficial use and enjoyment of the Land. 1 2. Opening of Escrow and Deposit. (a) General Instructions. First American Title Insurance is hereby designated as escrow holder ("Escrow Agent"), to act in accordance with this Agreement. Seller and Purchaser shall agree to Escrow Agent's general conditions or provisions. In the event of any inconsistency between Escrow Agent's general conditions or provisions and any other provisions of this Agreement, the provisions of this Agreement shall control over. Escrow Agent needs to be concerned only with those provisions of this Agreement that instruct it to perform specific acts or with respect to which escrow holders generally and reasonably would be expected to act. (b) Openine of Escrow; Deposit. Within three (3) days after Purchaser's delivery of the executed Agreement to Seller, Purchaser shall deliver (the "Escrow Opening Date") (i) to "Escrow" (as defined on the first page hereof), immediately available funds in the amount of Twenty Thousand Dollars ($20,000.00) (together with interest thereon, the "Deposit"), which amount shall immediately be refundable until the expiration of the Investigation Period, as defined below in Section 5(b) or as provided in this Agreement, and (ii) deliver to Escrow Agent, at the address specified on the first page of this Agreement, a fully executed copy of this Agreement. Purchaser understands, acknowledges and agrees that, only upon expiration of the Investigation Period (as defined below) and only if prior to such expiration Purchaser has sent the Acceptance Notice as defined in section 5(b), shall the Deposit become non-refundable (except upon (i) default by Seller and termination of this Agreement as a result thereof, or (ii) failure to occur of any of the conditions set forth in subsection 7(a) below [other than as a result of the conduct or omissions of Purchaser]), and shall immediately be deemed to have been fully earned by Seller, and shall be immediately delivered by Escrow Agent to Seller if Purchaser shall fail to close hereunder on or before the Outside Closing Date (as defined below). If Purchaser provides written notice to Seller, during the Investigation Period, of Purchaser's cancellation of the Escrow or if Purchaser has not sent the Acceptance Notice, then Escrow Agent shall return the Deposit to Purchaser upon receipt of written verification from Seller that Purchaser has complied with its obligations hereunder with respect to cancellation of Escrow during the Investigation Period, and net only of Purchaser's share of the costs and expenses of Escrow. If the purchase and sale shall close pursuant to this Agreement, the Deposit shall be credited against the Purchase Price (as defined below) at the close of Escrow. The sum of one hundred dollars ($100.00) from the Deposit shall be nonrefundable and shall be paid to Seller in the event that Buyer cancels this Agreement. (c) Closing. The Escrow shall close, as evidenced by recordation of a Grant Deed (as defined below) in accordance herewith (the "Closing"), on a date mutually agreed to by the parties, but in all events no later than 5:00 p.m. Pacific Time on the day which is 21 days after the expiration of the Investigation Period as defined in section 5(b) (the "Outside Closing Date"). If Escrow fails to close on or before the expiration of the Outside Closing Date, for any reason, then (i) this Agreement shall terminate and, except for provisions which expressly survive a termination and a claim for damages liquidated or otherwise, neither party shall have any further obligation to the other hereunder; and (ii) Escrow shall be canceled and the Deposit shall be distributed to Purchaser; provided, however, that if Escrow fails to close on or before the Outside Closing Date due to a default by Purchaser, then the Deposit shall be distributed to Seller. 2 3. Purchase Price. The "Purchase Price" for the Property shall be Nine Hundred Thousand Seven Hundred and Fifty -Six Dollars ($900,756.00) payable in immediately available funds upon Closing, and otherwise in accordance with the terms and conditions contained in this Agreement. 4. Prorations. All items which are typically prorated between a purchaser and seller shall be prorated as of the date of Closing (the "Closing Date") between the Purchaser and Seller in a manner as is common to the jurisdiction in which the Property is Iocated and such prorations shall be reflected on the settlement statements prepared by Escrow Agent on the Closing Date and shall serve to adjust the Purchase Price. Such prorations shall be made on the basis of a 365 -day year, as of 12:01 a.m. on the Closing Date and are contemplated to consist only of real property assessments. 5. Due Diligence Investigation Period. (a) Due Diligence Materials. On or before ten (10) days after the Effective Date, but only to the extent within the physical possession of Seller and not previously delivered or made available to Purchaser, Seller shall deliver to Purchaser, the following items (collectively, "Due Diligence Documents"): (i) A preliminary title report or commitment issued by Fidelity National Title Insurance Company ("Title Company"), dated within the ten (10) days after the Effective Date (the "Preliminary Report"), relating to the Real Property; which when approved by Purchaser shall be the basis for the title policy (the "Title Policy"); (ii) Reports, engineering reports, surveys, and architectural plans regarding the Property, if any; (iii) Any environmental, asbestos, lead paint or geotechnical reports of the Property, if any; and (iv Declarations and Covenants, Conditions and Restrictions applicable to the Real Property, if any. (b) Investigation Period. Beginning upon ten (10) days after the Effective Date and terminating as of 5:00 p.m. Pacific Time on the date which is one hundred eighty (180) days after said ten (10) days; (the "Investigation Period"), Purchaser may investigate any and all aspects of the Property ("Purchaser's Studies"). Seller shall reasonably cooperate with Purchaser in assisting Purchaser with its investigation of the Property. Purchaser agrees to indemnify, defend and hold harmless Seller against any claim for liabilities, losses or damages arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants If, in Purchaser's sole and absolute discretion, Purchaser has not delivered written notice ("Acceptance Notice") to Seller, which must be delivered to Seller on or before 5:00 Pacific Time on the last day of the Investigation Period, that Purchaser has approved all aspects of the Property, then the Escrow shall automatically terminate and the deposit shall be returned to Purchaser by Escrow. If Purchaser does timely deliver the Acceptance Notice as set forth in the above sentence, Purchaser shall be unconditionally obligated to purchase the Property without any contingencies other than satisfaction of the conditions precedent set forth in Section 7(a) below ("Conditions Precedent") or a Seller's default, and upon termination of the Investigation Period, the Deposit shall be non-refundable in favor of Seller except upon failure of the Conditions Precedent or default by Seller hereunder resulting in 3 cancellation of Escrow hereunder. Purchaser may also cancel the Escrow at any time in Purchaser's sole and absolute discretion at any time during the Investigation Period for any or no reason whatsoever. If Escrow is canceled automatically or by Purchaser during the Investigation Period in accordance herewith, Escrow Agent shall refund the Deposit to Purchaser, net only of Purchaser's share (fifty percent (50%)) of costs and expenses of the Escrow and title. If Purchaser does not waive contingencies and close on the transaction contemplated herein, Purchaser shall deliver all 3`d party Due Diligence reports in Purchaser's possession to Seller with receipts for said 3rd party reports. (c) Title. Purchaser shall provide Notice to Seller that Purchaser disapproves of one or more matters affecting title to the Property, if at all, including any matters shown on any survey conducted by Purchaser, not later than the expiration of the Investigation Period. Purchaser's Notice shall specify the precise nature of its objection and request that Seller correct such deficiency. The Investigation Period shall be extended until the date the Seller cures such objection or three business days after Seller notifies Purchaser that Seller will not being curing same at which point Purchaser may withdraw such objection and the Agreement shall remain in effect. If Seller fails to cure such objection or notify Purchaser that Seller will not being curing same within five business days of receipt of Purchaser's Notice, it shall be deemed to have notified Purchaser that it shall not cure such objection as of such fifth business day. (d) ALTA Survey . Purchaser may cause to be prepared a current ALTA survey and Seller shall cooperate with Purchaser in preparing the same. The cost of any such survey shall be borne by Purchaser. (e) Buyer Restoration and Indemnity. Purchaser will restore any physical damage to the property caused by Purchaser's Studies, and will indemnify, defend, and hold harmless Seller and Seller's public officials, Council Members, agents and employees ("Related Parties") from, and against any Claims, damages, liens, stop notices, liabilities, losses, costs and expenses, including reasonable attorney's fees and court costs caused by Purchaser's Studies (unless resulting solely from Seller's or its Related Parties' negligent acts or omissions or willful misconduct) and this indemnity will survive the Closing or the termination of this Agreement. In addition Purchaser and/or Purchaser's representatives who enter the Property will maintain comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) per occurrence and provide a certificate of insurance showing Seller as an additional insured thereon prior to entering the Property. (f) Investi=: ation Period Extensions. Purchaser may elect to extend the Investigation Period for up to Three (3) additional periods of Thirty days each (each "Extension Period"). Purchaser shall increase the Deposit held by escrow by $7,000.00 (each "Additional Deposit") for each such thirty day Extension Period for a possible total amount of Twenty One Thousand Dollars ($21,000.00) in Additional Deposit. Such Additional Deposit shall be paid into escrow in advance of the applicable Extension Period, deemed an increase in the Deposit and shall be non-refundable but applicable to purchase price. Notwithstanding the forgoing, such Additional Deposit shall be refundable to Purchaser only in the event the Closing fails to occur as a result of a Seller's default, and Purchaser elects to recover the Deposit rather than seek the remedy of specific performance under Section 14. In the absence of such a Seller default, the Additional Deposit(s) shall be paid to Seller in the event that Purchaser fails to deliver the Acceptance Notice or otherwise terminates the Agreement during the Extension Periods. Purchaser may extend the Investigation Period by written notice to Seller received by Seller and payment of the applicable Additional Deposit 4 directly to Seller in immediately available funds by wire transfer at least three (3) business days prior to the then expiration date of the then applicable Investigation Period. Except as provided to the contrary in this Section 5, the Additional Deposit shall be credited against the Purchase Price at the Closing. 6. RESERVED 7. Conditions Precedent to Closing. (a) Purchaser's Conditions. The closing of the purchase of the Property on the Closing Date and Purchaser's obligation to acquire the Property shall, in addition to any other conditions set forth herein, be conditional and contingent upon satisfaction, or waiver by Purchaser, of all of the below listed conditions: (i) Title. Seller shall not have taken any action or recorded any items which result in exceptions to the Title Policy to be obtained by the Purchaser, other than the exceptions to which Purchaser has approved, and title shall be subject only to those exceptions approved by Purchaser pursuant to Section 5(c); (ii) Compliance with AE reement. Seller shall have substantially performed and complied with all of its covenants and conditions contained in this Agreement; (iii) Accuracv of Representations and Warranties. The representations and warranties of Seller set forth in this Agreement shall be true and correct, to the best of Seller's knowledge, information and belief, as of the Closing Date. (to the best of Seller's knowledge shall mean to the best of Economic Development Director's knowledge with no duty to investigate); (b) Seller's Conditions. The closing of the purchase of the Property on the Closing Date and Seller's obligation to sell and convey the Property shall, in addition to any other conditions set forth herein, be conditional and contingent upon satisfaction, or waiver by Seller, of each and all of the below listed conditions: (i) Compliance with Agreement. Purchaser shall have substantially performed and complied with all of its covenants and conditions contained in this Agreement, and shall have delivered all documents required to be delivered by Purchaser pursuant hereto; and (ii) Accuracv of Representations and Warranties. All representations and warranties of Purchaser contained in or made pursuant to this Agreement shall be true and correct, to the best of Purchaser's knowledge, information and belief, as of the Closing Date. 8. Closing Documents. On or before the Closing Date, Seller and Purchaser shall deliver to Escrow Agent the following fully -executed documents and/or items, acknowledged where appropriate (together referred to herein as the "Closing Documents"): (a) Deed. A Grant Deed, in the form typically used in the county in which the Real Property is located (the "Deed"), subject to the Development Covenants attached hereto as Exhibit "B" executed by and acknowledged on behalf of Seller, and conveying Seller's interest in the Land and Improvements to Purchaser, subject to general and special real estate taxes and assessments, and all matters of record or apparent from an inspection or survey; 5 (b) Non -Foreign Status Affidavit. Seller shall deliver an Affidavit of Non -Foreign Status in the form as required under law. (c) Other Documents. Purchaser and Seller shall deliver such other documents as necessary to transfer or assign the Property to Purchaser, and provide for assumption of liabilities by Purchaser as provided herein. (d) California Witholding Certificate. A dully executed California Franchise Tax Board ("FTB") Form 593-C Witholding Certificate and such other documents required by Escrow Agent in order to comply with California withholding requirements. 9. Closing. (a) Closing_Date. The Closing Date shall be on a business day as agreed to by Seller and Purchaser, but in all events shall be on a date no later than the Outside Closing Date, unless this date is mutually extended in writing by Seller and Purchaser in the exercise of their respective sole discretion. (b) Time and Place. The Closing shall take place through Escrow on the Closing Date at the offices of Escrow Agent. (c) Payment of Purchase Price. Purchaser shall deliver to Escrow on or before the Closing Date a wire transfer of immediately available funds in the amount of the Purchase Price plus any prorations, costs and expenses hereunder payable by Purchaser, and less the amount of the Deposit. The amount of the Deposit shall be paid to Seller and credited against the Purchase Price upon Closing. (d) Possession. Possession of the Property shall be delivered to Purchaser on the Closing Date. (e) Closin17 Costs. Seller shall pay at Closing the premium for the standard coverage policy of title insurance, documentary transfer fees, all transfer taxes and one-half of i) the escrow fees; and ii) the recording fees. Purchaser shall pay the premium for the extended coverage policy of title insurance, the cost of any endorsements to the Title Policy, and one-half of the escrow fees and recording fees. Seller and Purchaser shall each be responsible for paying their respective attorneys' fees and costs, if any. (f) Settlement Statement and Disbursement Ledeer. Escrow Agent shall prepare and deliver to the parties on the Closing Date a correct Settlement Statement and Cash Receipts and Disbursements Ledger. (g) Title Policy . Title Company shall deliver the Title Policy to Purchaser within fifteen (15) business days following the Closing Date. 10. Representations and Warranties of Seller. Seller represents and warrants to Purchaser, as of the Effective Date and as of the Closing Date, as follows: (a) Status of and Execution by Seller. Seller is a general law city. 6 (b) Mechanics Liens. Violation of Laws and Litigation. There are no mechanics liens outstanding with respect to the Property as a result of work performed thereon by Seller, or contractors or agents of Seller, except any of the same as shall be removed (or endorsed over by Title Company) as of the Closing Date. Seller has not received written notice from any governmental authority of any environmental condition at the Real Property that does not comply with applicable environmental laws and regulations. Seller has not received written notice from any governmental authority of any violation of any applicable law, ordinance, rule or regulation applicable to the Real Property that have not been cured. Seller has not received written notice from any governmental authority of any pending condemnation action against any of the Real Property. There are no litigation matters affecting the Real Property currently pending or threatened. (c) Accuracy of Documents and Information. All documents furnished prior to or during the Investigation Period and any other agreements, matters and things to be submitted to Purchaser by Seller pursuant to this Agreement, or otherwise, will be to the best of Seller's knowledge true, correct and complete copies thereof as of the date of submission thereof. 11. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller, as of the Effective Date and as of the Closing Date, as follows: (a) Status of and Execution by Purchaser. Purchaser is now and on the Closing Date will be: (i) duly formed and validly existing as a Florida corporation; (ii) duly authorized, qualified and licensed under the laws of the State of California to conduct business and to acquire the Property; and (iii) duly authorized, qualified and licensed to do all things required of it under or in connection with this Agreement, including to execute, deliver and perform this Agreement. All agreements, instruments, and documents herein provided to be executed by Purchaser will be duly executed by and binding upon Purchaser as of the Closing. (b) No Violations. Neither this Agreement nor any of the agreements, instruments and documents herein provided to be executed or to be caused to be executed by Purchaser violate or will violate any provision of any agreement, law, regulation or judicial order to which Purchaser is a party or by which it is bound. 12. Condition of the Property. Purchaser acknowledges that Seller is selling, and Purchaser shall accept, the Property in an "AS IS" condition without any representation or warranty whatsoever by Seller relating to the Property, with the exception of the express, limited representations and warranties set forth in Section 10 above. 13. Casualty or Condemnation. If prior to the Closing Date, if any portion of the Property shall be destroyed or substantially damaged, or any portion shall become the subject of any proceedings, judicial, administrative, or otherwise, for eminent domain or condemnation, Seller shall promptly notify Purchaser thereof, and Purchaser may then, within five (5) business days after delivery of Notice of the same by Seller, elect to terminate this Agreement by giving Seller Notice thereof, in which event the parties hereto shall be relieved and released of and from any further duties, obligations, rights, or liabilities hereunder, and the Deposit shall be returned to Purchaser (less only Purchaser's fifty percent (50%) share of Escrow fees and costs). If the Closing Date is within the aforesaid five (5) business day period, then the Closing shall be extended to the next business day following the end of said five (5) day period. If (i) less than ten percent (10%) 7 of the Property is destroyed or substantially damaged or subject to taking and the insurance proceeds to be received by Purchaser hereunder are sufficient to put the Property in the same condition it was in prior to the casualty or taking, or (ii) Purchaser elects to complete the transactions contemplated herein as provided above notwithstanding destruction or eminent domain or condemnation proceedings involving ten percent (10%) or more of the Property, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any portion of the Property taken by eminent domain or condemnation, if any, shall be consummated with no further adjustment or modification and at the Closing Seller shall assign, transfer, and set over to Purchaser all the right, title, and interest of Seller in and to any insurance proceeds (together with a credit against the Purchase Price equal to any deductible) resulting from the casualty or any awards that have been or may thereafter be made for the taking or condemnation. 14. Default and Remedies. IF (I) PURCHASER IS IN DEFAULT OF THIS AGREEMENT PRIOR TO THE CLOSING, (II) PURCHASER FAILS TO CURE SUCH DEFAULT ON OR BEFORE THE DATE WHICH IS THREE (3) DAYS AFTER NOTICE THEREOF FROM SELLER (OR, IF EARLIER, ON OR BEFORE THE OUTSIDE CLOSING DATE), AND (III) SELLER ELECTS TO TERMINATE THIS AGREEMENT DUE TO PURCHASER'S DEFAULT, THE DEPOSIT, THE ADDITIONAL DEPOSIT(S)(IF PAID) AND ALL OTHER PAYMENTS AND THINGS OF VALUE DELIVERED BY PURCHASER SHALL BE DEEMED LIQUIDATED DAMAGES BY PURCHASER AND RETAINED ON BEHALF OF SELLER, AND BOTH PARTIES SHALL THEREAFTER BE RELEASED FROM ALL FURTHER OBLIGATIONS UNDER THIS AGREEMENT OTHER THAN PURCHASER'S INDEMNITY OBLIGATIONS UNDER SUBSECTIONS 5(a) AND (b) IF (I) SELLER IS IN DEFAULT OF THIS AGREEMENT PRIOR TO THE CLOSING, (II) SELLER FAILS TO CURE SUCH DEFAULT ON OR BEFORE THE DATE WHICH IS FIVE (5) DAYS AFTER NOTICE THEREOF FROM PURCHASER (OR, IF EARLIER, ON OR BEFORE THE OUTSIDE CLOSING DATE), AND (III) PURCHASER ELECTS TO TERMINATE THIS AGREEMENT DUE TO SELLER'S DEFAULT, PURCHASER SHALL BE ENTITLED TO OBTAIN A RELEASE OF THE DEPOSIT IN THE EVENT THAT PURCHASER DOES NOT PURSUE THE REMEDY OF SPECIFIC PERFORMANCE, OR ALTERNATIVELY TO PURSUE THE REMEDY OF SPECIFIC PERFORMANCE PROVIDED THAT THE DEPOSIT REMAINS WITH ESCROW. PURCHASER AND SELLER ACKNOWLEDGE THAT PURCHASER'S AND SELLER'S DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IN THE EVENT, RESPECTIVELY, OF PURCHASER'S OR SELLER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THAT THE DEPOSIT AND THE LIQUIDATED RECOVERY SET FORTH ABOVE, FOR SELLER IN THE EVENT OF PURCHASER'S BREACH, AND FOR PURCHASER IN THE EVENT OF SELLER'S BREACH, ARE REASONABLE ESTIMATES OF SUCH DAMAGES. THE DEPOSIT AND SUCH OTHER PAYMENT SHALL, THEREFORE, BE LIQUIDATED DAMAGES TO, RESPECTIVELY, SELLER AND PURCHASER, AND RETENTION THEREOF OR RECEIPT THEREOF (EXEPT FOR PURCHASER'S ELECTION TO PURSUE SPECIFIC PERFORMANCE) SHALL BE, RESPECTIVELY, SELLER'S AND PURCHASER'S SOLE AND EXCLUSIVE REMEDY FOR THE OTHER PARTY'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT IN THE EVENT THE NON -DEFAULTING PARTY ELECTS TO TERMINATE THIS 8 AGREEMENT. SELLER EXPRESSLY WAIVES THE REMEDIES OF SPECIFIC PERFORMANCE AND ADDITIONAL DAMAGES, AND PURCHASER EXPRESSLY WAIVES ANY ADDITIONAL DAMAGES IN CONNECTION WITH AN ACTION FOR SPECIFIC PERFORMANCE OR DAMAGES IN EXCESS OF THE LIQUIDATED AMOUNTS. PURCHASER AND SELLER FURTHER ACKNOWLEDGE BY THEIR INITIALS BELOW THAT THEIR RESPECTIVE WAIVER OF THEIR RIGHTS PURSUANT TO THIS SECTION 14 IS MATERIAL CONSIDERATION FOR THE OTHER PARTY TO ENTER I1 �' IS AGREEMENT. SELL ' I fALS PURCHASER'S INITIALS 15. Brokerage Commissions. Buyer has been represented by Zach Leffers with SRS Real Estate Partners. Buyer shall pay any resulting brokerage fee per separate agreement with Buyer at close of escrow. Except for the foregoing broker, each Party represents and warrants to the other that neither has used any other broker, agent, finder or other person in connection with the transaction contemplated hereby to whom a brokerage or other commission or fee may be payable. Each party indemnifies and agrees to defend and hold the other harmless from any claims resulting from the breach by the indemnifying party of the warranties and representations in this Section 15. Except as provided above, Purchaser hereby represents and warrants to Seller that Purchaser has not incurred, and shall not have incurred as of the Closing Date, any liability for the payment of any brokerage fee or commission in connection with the transaction contemplated in this Agreement. Seller hereby represents and warrants to Purchaser that Seller has not incurred, and shall not have incurred as of the Closing Date, any liability for the payment of any brokerage fee or commission in connection with the transaction contemplated in this Agreement with respect to the Property. Seller and Purchaser hereby agree to defend, indemnify and hold harmless the other from and against any and all claims of any other person claiming a brokerage fee or commission in connection with the Property through such party. 16. Miscellaneous. (a) 1031 Exchange. At no expense to or delay of the rights of the cooperating party, each party agrees to cooperate with the other in connection with a 1031 exchange of the Real Property. (b) Entire Agreement. This Agreement supersedes all prior discussions, agreements and understandings between Seller and Purchaser, and constitutes the entire agreement between Seller and Purchaser with respect to the transaction herein contemplated. This Agreement may be amended or modified only by a written instrument executed by Seller and Purchaser. (c) Waiver. Each party hereto may waive any breach by the other party of any of the provisions contained in this Agreement or any default by such other party in the observance or performance of any covenant or condition required to be observed or performed by it contained herein; provided, however, that such waiver or waivers shall be in writing, shall not be construed as a continuing waiver, and shall not extend to or be taken in any manner whatsoever to affect any subsequent breach, act or omission or default or affect each party's rights resulting therefrom. No waiver will be implied from any delay or failure by either party to take action on account of any default by the other party. No extension of time for performance of any obligations or acts shall be deemed an extension of the time for performance of any other obligations or acts. 9 (d) Further Assurances. Each party hereto shall do such further acts and execute and deliver such further agreements and assurances as the other party may reasonably require to give full effect and meaning to this Agreement. (e) Notices. All notices and demands, given or required to be given by any party hereto to any other party ("Notices") shall be in writing and shall be deemed to have been properly given if and when delivered in person, sent by fax with electronic confirmation of receipt thereof and with concurrent mailing by U.S. Postal Service delivery, or three (3) business days after having been deposited in any post office, branch post office, or mail depository maintained by the U S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows (or sent to such other address as any party shall specify to the other party pursuant to the provisions of this Section): TO SELLER: City of Beaumont 550 E. Sixth St. Beaumont, CA 92223 TO PURCHASER: MJC Investment Property I, LLC 23421 South Pointe Dr., Suite 270 Laguna Hills, CA 92653 Attn: Casey McKeon (1) Successors and Assiins: Survival. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and assigns. Seller shall not assign its right, title or interest in or to this Agreement. Purchaser may assign all right, title or interest in or to this Agreement to any entity or person; provided that to be effective, any such assignment must be in writing, must contain an express assumption by the assignee of the assignor's duties, obligations and liabilities under this Agreement and the identity of the assignee must be provided to the other party at least one (1) business day prior to Closing, and provided further that in the event of any such assignment, the assignor shall not be released from any of its duties, obligations or liabilities under this Agreement. (g) Governinc Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Real Property is located, exclusive of its choice of law rules. (h) No Third Parties Benefitted. The parties do not intend to confer any benefit on any person, firm, or corporation other than Purchaser and Seller. (i) Attorneys' Fees. In the event of any dispute between any parties arising out of or in connection with this Agreement or any other document executed or delivered in connection herewith, including any litigation, arbitration, bankruptcy and appellate proceedings (and efforts to enforce the judgment, award or other disposition of any of the same), the party which prevails in such action (the "Prevailing Party") shall be reimbursed by the other party for attorneys' fees, costs and expenses incurred by the Prevailing Party in connection with such dispute. As used 10 herein, the "Prevailing Party" shall mean the party which obtains the net monetary recovery or, if no monetary recovery is sought, the party obtaining the greater nonmonetary relief. (j) Time of Essence. Time is of the essence of this Agreement and each and every term and provision hereof. (k) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall be deemed one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date. PURCHASER: MJC Investment By: rty I, LLC., a California limited liability company Mat ew J. Heslin, Manager SELLER: City of Beaumont , By:Alga ging Member "ESCROW AGENT:" The undersigned acknowledges receipt of this Agreement and agrees to act in accordance with all applicable provisions contained herein. First American Title Insurance Company By: Its: 11 herein, the "Prevailing Party" shall mean the party which obtains the net monetary recovery or, if no monetary recovery is sought, the,party obtaining the greater nonmonetary relief. (j) Time of Essence, Time is of the essence of this Agreement and each and every term and provision hereof. (k) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall be deemed one and the same instrument. 1141 WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date. PURCHASER: MJC Investment ' ro, rty I, LLC., a California limited liability company By: Ma ew J. Heslin, Manager SELLER: City of Beawnonf By: is anaging Member "ESCROW AGENT:" The undersigned acknowledges receipt of this Agreement and agrees to act in accordance with all applicable provisions contained herein. First American Title Insurance Company Its;. r �� EXHIBIT "A" Property Description From First American Title Insurance Company File No: NCS-978117-SA1 File No.: NCS -978117 -SAI The Land referred to herein below is situated in the City of Beaumont, County of Riverside, State of California, and is described as follows: PARCEL 1: THAT PORTION OF LOTS 1 AND 2 IN BLOCK 129 AND THAT PORTION OF LOT 6 IN BLOCK 128, AS SHOWN BY AMENDED MAP OF TOWN OF BEAUMONT, IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6, PAGES 16 AND 17 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND THAT PORTION OF MAGNOLIA AVENUE AS VACATED BY RESOLUTION DATED JUNE 10, 1963 AND JULY 28, 1964, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID BLOCK 129, SAID NORTHWEST CORNER BEING A POINT ON THE INTERSECTION OF THE EAST LINE OF BEAUMONT AVENUE AND THE SOUTH LINE OF FOURTH STREET, AS SHOWN ON SAID MAP; THENCE SOUTH 00° 01' 35" WEST ON THE EAST LINE OF SAID BEAUMONT AVENUE, 80.00 FEET TO ITS INTERSECTION WITH THE SOUTH UNE OF THE LAND DESCRIBED BY DEED TO THE STATE OF CALIFORNIA FOR HIGHWAY PURPOSES RECORDED OCTOBER 17, 1958 AS INSTRUMENT NO. 74753 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE NORTH 57° 45' 23" EAST 65.19 FEET ON THE SOUTHERLY UNE OF SAID PARCEL OF LAND DESCRIBED TO THE STATE OF CALIFORNIA; THENCE CONTINUING ON THE SOUTHERLY LINE NORTH 80° 55' 49" EAST, 224.13 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 80° 55' 49" EAST, 54.41 FEET TO THE NORTHEAST CORNER OF SAID BLOCK 129; THENCE SOUTH 89° 46' 21" EAST ON THE WESTERLY PROLONGATION OF THE SOUTH LINE OF SAID FOURTH STREET, 95.59 FEET; THENCE AT RIGHT ANGLES SOUTH 00° 13' 39" WEST, 125.00 FEET; THENCE NORTH 89° 46' 21" WEST, PARALLEL WITH THE SOUTH LINE OF SAID FOURTH STREET, 161.91 FEET TO A POINT ON THE EAST UNE OF THE LAND DESCRIBED BY DEED TO CLARK E. HIGGENS, ET AL, RECORDED NOVEMBER 4, 1964 AS INSTRUMENT NO. 132905 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE NORTH 00° 13' 35" EAST, PARALLEL WITH THE EAST UNE OF SAID BEAUMONT AVENUE, 69.56 FEET; THENCE NORTH 80° 55' 49" EAST, PARALLEL WITH THE AFORESAID SOUTHERLY LINE OF THAT PARCEL OF LAND DESCRIBED TO THE STATE OF CALIFORNIA FOR HIGHWAY PURPOSES, 20.00 FEET; THENCE AT RIGHT ANGLES NORTH 09° 04' 11" WEST, 44.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT ALL OIL, PETROLEUM, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES UNDERLYING SAID LAND AS CONVEYED TO EDRIE REAVIS BY DEED RECORD OCTOBER 22, 1921 IN BOOK 551, PAGE 598 OF DEEDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2: THAT PORTION OF THE EAST HALF OF BLOCK 129, AS SHOWN BY THE AMENDED MAP OF TOWN OF BEAUMONT, IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK PAGES 16 AND 17 OF MAPS, RECORDS OF RIVERSIDE, COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID BLOCK 129, SAID NORTHWEST CORNER BEING A POINT ON THE INTERSECTION OF THE EAST LINE OF BEAUMONT AVENUE AND THE SOUTH LINE OF FOURTH STREET, AS SHOWN ON SAID MAP; THENCE SOUTH 00° 13' 35" WEST ON THE EAST LINE OF SAID BEAUMONT AVENUE, 80.00 FEET TO ITS INTERSECTION WITH THE SOUTH LINE OF THE LAND DESCRIBED BY DEED TO THE STATE OF CALIFORNIA, FOR HIGHWAY PURPOSES RECORDED OCTOBER 17, 1958 AS INSTRUMENT NO. 74753 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE NORTH 57° 45' 23" EAST 65.19 FEET ON THE SOUTHERLY LINE OF SAID PARCEL OF LAND DESCRIBED TO THE STATE OF CALIFORNIA; 12 13 THENCE CONTINUING ON SAID SOUTHERLY LINE, NORTH 80° 55' 49" EAST, 278.54 FEET, SAID POINT BEING THE NORTHEAST CORNER OF SAID BLOCK 129; THENCE SOUTH 89° 45' 21" EAST ON THE WESTERLY PROLONGATION OF THE SOUTH RIGHT OF WAY OF SAID FOURTH STREET, 95.59 FEET; THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE, SOUTH 89° 47 21" EAST, 154.41 FEET TO THE NORTHEAST CORNER OF LOT 4 OF BLOCK 128 OF SAID AMENDED MAP OF BEAUMONT; THENCE SOUTH ON THE EAST LINE OF SAID LOT 4 AND THE SOUTHERLY PROLONGATION OF SAID EAST UNE TO AN INTERSECTION WITH THE NORTH RIGHT OF WAY LINE OF THE RIGHT OF WAY AS ORIGINALLY GRANTED TO SOUTHERN PACIFIC RAILROAD COMPANY; THENCE IN A WESTERLY DIRECTION ON THE NORTH RIGHT OF WAY LINE OF SAID SOUTHERN PACIFIC RAILROAD RIGHT OF WAY, SAID UNE HAVING A RADIUS OF 1,809.91 FEET TO THE INTERSECTION OF SAID RIGHT OF WAY UNE AND THE EAST LINE OF BEAUMONT AVENUE; THENCE NORTH 00° 13' 35" EAST ON THE EAST RIGHT OF WAY LINE OF SAID BEAUMONT AVENUE 40.62 FEET TO THE SOUTHWEST CORNER OF THE LAND DEEDED TO SHELL OIL COMPANY BY DEED RECORDED JULY 12, 1962 AS INSTRUMENT NO. 95619 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 89° 46' 25" EAST ON THE SOUTH LINE OF SAID SHELL OIL COMPANY PROPERTY AND THE EASTERLY PROLONGATION THEREOF, 170.00 FEET; THENCE NORTH 00° 13' 35" EAST, PARALLEL W1TH THE EAST LINE OF SAID BEAUMONT AVENUE, 40.46 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 83° 28' 15" EAST, 94.22 FEET; THENCE NORTH 00° 13' 35" EAST PARALLEL WITH SAID EAST LINE OF BEAUMONT AVENUE, 30.44 FEET; THENCE SOUTH 89° 46' 21" EAST PARALLEL WITH THE SOUTH LINE OF FOURTH STREET, 106.32 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF SAID BEAUMONT AVENUE TO A POINT WHICH BEARS EAST 205.00 FEET FROM THE TRUE POINT OF BEGINNING; THENCE WEST PARALLEL WITH THE SOUTH LINE OF SAID FOURTH STREET, 205.00 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. PARCEL 3: THAT PORTION OF THE EAST ONE-HALF OF BLOCK 129, AND A PORTION OF LOT 4 IN BLOCK 129, AND THAT PORTION OF MAGNOLIA AVENUE, VACATED AND THOSE PORTIONS OF ALLEYS LYING WITHIN SAID BLOCK 129, AS VACATED AS SHOWN BY THE AMENDED MAP OF THE TOWNS OF BEAUMONT, IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6, PAGES 16 AND 17 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, BEING DESCRIBE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID BLOCK 129, SAID NORTHEAST CORNER BEING A POINT ON THE INTERSECTION OF THE EAST UNE OF BEAUMONT AVENUE AND THE SOUTH LINE OF FOURTH STREET, AS SHOWN ON SAID MAP; THENCE SOUTH 00° 13' 35" WEST ON THE EAST LINE OF SAID BEAUMONT AVENUE, 247.88 FEET TO ITS INTERSECTION WITH THE NORTH RIGHT OF WAY UNE OF THE RIGHT OF WAY AS ORIGINALLY GRANTED TO SOUTHERN PACIFIC RAILROAD COMPANY; THENCE IN A EASTERLY DIRECTION OF THE NORTH RIGHT OF WAY LINE OF SAID SOUTHERLY PACIFIC RAILROAD RIGHT OF WAY, SAID UNE HAVING A RADIUS OF 1,809.91 FEET TO THE INTERSECTION OF SAID RIGHT OF WAY LINE AND THE CENTER LINE OF MAGNOLIA AVENUE; SAID INTERSECTION BEING THE TRUE POINT OF BEGINNING; THENCE NORTH 00° 13' 35" EAST, ALONG SAID CENTER LINE OF SAID MAGNOLIA AVENUE, 55 FEET, MORE OR LESS; THENCE NORTH 89° 46' 21" WEST, PARALLEL WITH THE SOUTH LINE OF FOURTH STREET, 205.00 FEET; THENCE SOUTH 00° 13' 25" WEST, PARALLEL WITH THE WEST LINE OF SAID MAGNOLIA AVENUE, 40.49 FEET; THENCE NORTH 89° 46' 21" WEST PARALLEL WITH THE SOUTH LINE OF FOURTH STREET, 5.00 FEET, MORE OR LESS; THENCE SOUTH 00° 13' 35" WEST PARALLEL WITH SAID WEST LINE OF MAGNOLIA AVENUE, 40.68 FEET TO A INTERSECTION WITH THE NORTH RIGHT OF WAY LINE OF THE RIGHT OF WAY AS ORIGINALLY GRANTED TO SOUTHERN PACIFIC RAILROAD COMPANY; THENCE IN A EASTERLY DIRECTION OF THE NORTH RIGHT OF WAY LINE OF AID SOUTHERLY PACIFIC RAILROAD OF WAY TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE PEOPLE OF THE STATE OF CALIFORNIA BY THAT CERTAIN FINAL ORDER OF CONDEMNATION RECORDED JUNE 30, 1993 AS INSTRUMENT NO. 93-252286 OF 13 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 4: THAT PORTION OF LOT 6 AND LOT 8 OF BLOCK 128 AND LOTS 4 AND 5 OF BLOCK 128 AND THAT PORTION OF MAGNOLIA AVENUE, VACATED AND THOSE PORTION OF ALLEY, LYING WITHIN SAID BLOCK 128 AS VACATED, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6, PAGES 16 AND 17 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID BLOCK 129, SAID NORTHWEST CORNER BEING A POINT ON THE INTERSECTION OF THE EAST LINE OF BEAUMONT AVENUE AND THE SOUTH LINE OF FORTH STREET, AS SHOWN ON SAID MAP; THENCE SOUTH 00° 13' 35" WEST ON THE EAST UNE OF SAID BEAUMONT AVENUE, 80.00 FEET TO ITS INTERSECTION WITH THE SOUTH LINE OF THE LAND DESCRIBED BY DEED TO THE STATE OF CALIFORNIA FOR HIGH PURPOSES RECORDED OCTOBER 17, 1958 AS INSTRUMENT NO. 74753 OF OFFICIAL RECORDS OF SAID RIVERSIDE COUNTY; THENCE NORTH 57° 45' 23" EAST, 65.19 FEET ON THE SOUTHERLY UNE OF SAID PARCEL OF LAND DESCRIBED TO THE STATE OF CALIFORNIA; THENCE CONTINUING ON SAID SOUTHERLY UNE, NORTH 80° 55' 49" EAST, 278.54 FEET, SAID POINT BEING THE NORTHEAST CORNER OF SAID BLOCK 129; THENCE SOUTH 89° 46' 21" EAST ON THE WESTERLY PROLONGATION OF THE SOUTH RIGHT OF WAY OF SAID FOURTH STREET, 95.59 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE, SOUTH 89° 47' 21" EAST 154.41 FEET TO THE NORTHEAST CORNER OF LOT 4 OF SAID BLOCK 128; THENCE SOUTH ON THE EAST LINE OF SAID LOT 4 AND THE SOUTHERLY PROLONGATION OF SAID EAST UNE TO A INTERSECTION WITH THE NORTH RIGHT OF WAY LINE OF THE RIGHT OF WAY AS ORIGINALLY GRANTED TO SOUTHERN PACIFIC RAILROAD COMPANY; THENCE IN A WESTERLY DIRECTION OF THE NORTH RIGHT OF WAY UNE OF SAID SOUTHERLY PACIFIC RAILROAD RIGHT OF WAY, SAID LINE HAVING A RADIUS OF 1,809.91 FEET TO THE INTERSECTION OF SAID RIGHT OF WAY LINE AND THE CENTER LINE OF MAGNOLIA AVENUE; THENCE NORTH 00° 13' 35" ALONG THE CENTER LINE OF SAID MAGNOLIA AVENUE, 100.00 FEET, MORE OR LESS; THENCE SOUTH 89° 46' 21" EAST PARALLEL WITH THE SOUTH UNE OF FOURTH STREET, 55.50 FEET; THENCE NORTH 00° 13' 39" WEST 125.00 FEET TO THE POINT OF BEGINNING. EXCEPT ALL OIL, PETROLEUM, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES UNDERLYING SAID LAND AS CONVEYED TO EDRIE REAVIS BY DEED RECORD OCTOBER 22, 1921 IN BOOK 551, PAGE 598 OF DEEDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE PEOPLE OF THE STATE OF CALIFORNIA BY THAT CERTAIN FINAL ORDER OF CONDEMNATION RECORDED JUNE 30, 1993 AS INSTRUMENT NO. 93-25, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. For conveyancing purposes only: APN 418-190-006-7 as to Parcel 1 418-190-005-6 as to Parcel 2 418-190-004-5 as to Parcel 3 418-190-007-8 as to Parcel 4 14 EXHIBIT "B" DEVELOPMENT AND USE COVENANTS 1.1.1 Covenants Running with the Land. Grantee/Buyer ("Grantee") and Seller/City of Beaumont ("Grantee" "City") agree that these covenants ("Covenant(s)") are a material part of the consideration for the Property and Grantor would not have agreed to sell the Property were it not for these covenants and agreements. These Covenants shall run with the Property and bind successive owners of the Property for the benefit of the City and its successors and assigns. It is the intent of the parties that the Grantee develop all of the parcels within the Property as a commercial project and the Grantee, its successors and assigns, may be referred to interchangeably as the "Developer" in this Covenant. 1.1.2 Use Covenants. The Property shall be used solely for the following uses as defined in the Beaumont Municipal Code Section 17.03. 120, table 17.03-3, or any successor ordinance: General Merchandise and Trade, Personal Services. Without limiting the forgoing, the following uses shall not be permitted on the property: industrial, manufacturing, business park, storage facility, equipment yards, parking facilities not attendant to another permitted use hereunder and utility uses. The term of the covenant in this Section 1.1.2 shall be for twenty five years. 1.1.3 Timely Development and Construction. Developer shall entitle all of parcels making up the Property for a permitted use under Section 1.1.2 within 18 months after the date of recordation of the Grant Deed or within such reasonable extensions of such time as may be granted by the City Manager in writing. Further, Developer shall obtain a Certificate of Occupancy for the Property no later than three (3) years after the recordation of the Grant Deed or within such reasonable extensions of such time as may be granted by the City Manager in writing. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that upon completion of construction, Developer shall cause to be opened on the Property an establishment or establishments permitted by Section 1.1.2. These Covenants shall run with the land and shall constitute equitable servitudes thereon, and shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City, its successors and assigns. 1.1.4 Application Process. Developer shall submit applications to the City for the entitlements within a reasonable period of time to allow them to be issued as provided in this Covenant. City will process Developer's applications for entitlements in good faith subject to applicable law in the same manner as it would process such applications for entitlements for other developers in the City. Developer shall comply with all applicable laws in applying for and developing the Property in accordance with this Covenant including but not limited to the California Environmental Quality Act ("CEQA"). City is not obligated to approve such applications if they do not meet all applicable legal requirements and City does not waive any of its governmental power or authority as a result of this Covenant. No action by the City with reference to this Covenant or related documents shall be deemed to constitute a waiver of any City legal requirements applicable to the Property or to the Developer, any successor in interest or tenants of the Developer. Notwithstanding any provision to the contrary in this Agreement, the Developer agrees to accept and comply fully with any and all reasonable conditions of approval applicable to all permits and other governmental actions affecting the Project and consistent with this Agreement. The Developer shall at its expense cause to be prepared, and shall pay any and all other fees pertaining to the review and approval thereof by the City, all required construction, planning and other documents reasonably required by governmental bodies pertinent to the development of the 15 Property hereunder including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications and design review documents, and any documents prepared pursuant to CEQA and shall cause the preparation by consultants any and all documents required pursuant to CEQA or as otherwise required by City. 1.1.5 Breach of Covenant. The City is deemed the beneficiary of the terms and provisions of this Covenant which constitutes covenants running with the land for and in its own right and for the purposes of protecting the interests of the community. The City shall have the right, if any of such covenants are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or such other proper proceedings to enforce the curing of such breaches to which it or any other beneficiary of such covenants may be entitled, including, without limitation, to specific performance, damages and injunctive relief. If either party defaults under any of the provisions of this Covenant, the non -defaulting party shall serve written notice of such default upon such defaulting party. If the defaulting party does not commence to cure the default and diligently and continuously proceed with such cure within thirty (30) calendar days after service of the notice of default, and such default is not cured within a reasonable time thereafter, the non- defaulting party, at its option, may institute any action at law or equity including an action for specific performance of the terms of this Covenant. Such remedies shall include the right and option to repurchase the Property from Developer for the consideration paid to City without interest provided that City provides notice and opportunity to cure and notice of such exercise to the then record title holder at the address shown on the County Assessor's records within two years of the breach of this Covenant. 1.1.6 Release of Development Covenant. Following the written request therefor by the Developer and the completion of construction and development of the improvements, and the issuance of a Certificate of Occupancy, the City shall furnish the Developer with a recordable Certificate of Completion for the Property or similar document that will release the Property from the development covenants contained in Section 1.1.3 only. 16 EXHIBIT "C" MAIL TAX STATEMENTS AND RECORDED DEED TO: APN: # SPACE ABOVE THIS LINE RECORDER'S USE Documentary Transfer Tax: GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF BEAUMONT ("Grantor"), hereby grants to ("Grantee"), the following described real property in the City of Beaumont, County of Riverside, State of California, together with (i) all rights, privileges and appurtenances belonging or appertaining thereto. See Exhibit "A" attached hereto and incorporated herein by reference. Subject to the development covenant contained in Exhibit "B". Dated: k j/,1,l12' 11 , 2019 GRANTOR: THE CITY OF BEAU By: Date: kLtikw Li 3 2011 17