C19-8701- el
PURCHASE, ANIS SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
To: First American Title Insurance Company ("Escrow Agent")
18500 Von Karman Ave, Ste 600 Escrow No. 7&'/8("Escrow")
Irvine, California 92612 Title Order No.: NCS -978118 -SAI
Attn: Nathan Thompson Title Officer: Trenton Cornell
Telephone: (949) 885-2473 Telephone: (949)885-2401
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4,41' THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
4�t
INSTRUCTIONS ("Agreement") is made and entered into and is effective as of the 3 day of
0 fir, 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.
A- reement
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 NEC of Beaumont Ave and E 4th St, Beaumont, CA 92223
with an Assessor's Parcel Numbers of 418-140-028, 029. (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.
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CI9 e7
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
To: First American Title Insurance Company ("Escrow Agent")
18500 Von Kansan Ave, Ste 600 Escrow No. ("Escrow")
Irvine, California 92612 Title Order No.: NCS-978118-SA1
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 NEC of Beaumont Ave and E 4th St, Beaumont, CA 92223
with an Assessor's Parcel Numbers of 418-140-028, 029. (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.
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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) Opening 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 Six
Thousand Dollars ($6,000.00) (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.
3. Purchase Price. The "Purchase Price" for the Property shall be Three Hundred Thirteen
Thousand Six Hundred and Twenty Dollars ($313,620.00) payable in immediately available funds
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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 located 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
cancellation of Escrow hereunder. Purchaser may also cancel the Escrow at any time in
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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 3rd 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 Surve\ . 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: ration 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
directly to Seller in immediately available funds by wire transfer at least three (3) business days
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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 Agreement. Seller shall have substantially performed and
complied with all of its covenants and conditions contained in this Agreement;
(iii) Accuracy 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) Comnliance 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) Accuracy 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;
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(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) Closing: 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 Leduer. 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 Polis, . 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.
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(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
re_presentations 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%)
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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
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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 IN - i TIS AGREEMENT.
jzzil
SELL ''S ALS PURCHASER'S INITIALS
15. Brokerage Commissis. 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.
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(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. Sixt St.
Beaumont, CA 92223
TO PURCHASER: MJC Investment Property I, LLC
23421 South Pointe Dr., Suite 270
Laguna Hills, CA 92653
Attn: Casey McKeon
(f) Successors and Assigns; 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) Governin2 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) Attorne\ s' 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
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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 Investmen P operty I, LLC., a California limited liability company
By:
Matthew J. Heslin, Manager
SELLER:
City of Beaumon
By:
, Mana: g 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
By:
Its:
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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.
0) 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 Investoren aperty I, LLC., a California limited liability company
By: �
Matthew J. Heslin, Manager
SELLER:
City of Beaumon
By:
"ESCROW AGENT:" The undersigned acknowledges receipt of this Agreement and agrees to act
in accordance with all applicable provisions contained herein.
."g Member
First American Title Insurance
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EXHIBIT "A"
Property Description From First American Title Insurance Company
File No: NCS-978118-SA1
File No.: NCS -978118 -SA 1
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:
LOTS 22 AND 24 IN BLOCK 116 OF THE 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. TOGETHER
WITH THAT PORTION OF THE ALLEY IN SAID BLOCK 116 VACATED BY RESOLUTION OF THE
CITY COUNCIL OF THE CITY OF BEAUMONT, A CERTIFIED COPY OF SAID RESOLUTION
BEING RECORDED JUNE 22, 1972 AS INSTRUMENT NO. 81846 OF OFFICIAL RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA. ALSO TOGETHER WITH THAT PORTION OF MAGNOLIA
AVENUE IN SAID BLOCK 116 LYING EAST OF THE CENTER LINE OF SAID MAGNOLIA
AVENUE VACATED BY RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BEAUMONT, A
CERTIFIED COPY OF SAID RESOLUTION BEING RECORDED APRIL 14, 2011 AS INSTRUMENT
NO. 2011-0166359 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. EXCEPT
THAT PORTION OF SAID BLOCK 116 CONVEYED TO THE STATE OF CALIFORNIA BY DEED
RECORDED MAY 26, 1958 AS INSTRUMENT NO. 37609 IN BOOK 2276, PAGE 372 OF OFFICIAL
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL 2:
LOTS 23 AND 25 IN BLOCK 116 OF THE 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. TOGETHER
WITH THAT PORTION OF ORANGE AVENUE AND THE ALLEY IN SAID BLOCK 116 VACATED
BY RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BEAUMONT, A CERTIFIED COPY OF
SAID RESOLUTION BEING RECORDED JUNE 22, 2972 AS INSTRUMENT NO. 81846 OF OFFICIAL
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. EXCEPT THAT PORTION OF SAID BLOCK
116 CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED MAY 26, 1958 AS
INSTRUMENT NO. 37605 IN BOOK 2276, PAGE 364 OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA.
For conveyancing purposes only: APN
418-140-028-2 as to Parcel 1
418-140-029-3 as to Parcel 2
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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
13
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.
14
EXHIBIT f4C"
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: 1\401 k7 { 11 , 2019
GRANTOR:
THE CITY OF BEAU
By:
Date: t.
rA1 trt ' ! °I , Za 11
15
Nathan Thompson
From:
Sent:
To:
Cc:
Subject
Attachments:
Casey McKeon <casey@heslinholdings.com>
Tuesday, December 3, 2019 11:08 AM
Nathan Thompson
Summer Hale
[External] New Escrow - Beaumont - City owned land
Fully Executed PSA for Northern City Piece 12.02.19.pdf
Nathan, we are doing a parcel assemblage with the Beaumont land we put into escrow last week. There will be three
escrow's total, two with the City of Beaumont.
Please find attached a fully executed PSA for the Northern piece owned by the City. Use today's date as the effective
date please.
Please confirm receipt.
Casey McKeon
VP of Acquisitions
0
H HESL.UN
*-1 $.70 r a.s
23421 South Pointe Dr, Suite 270
Laguna Hills, CA 92653
949-297-4460.x302 phone
949-233-4758.cerl
case•, heslinholdinqs.com
www.hesiin holding s.corrt
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