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AGREEMENT FOR PURCHASE AND SALEOF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONSTHIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS (Agreement) is made this ___ day of ________, 2026Agreement Dateby and between TERRI GILLETTE, as Successor Trustee of the Sturzenegger Family Trust and KENT H. CHENG, as Successor Trustee of the Langdon and Jo Ann Tannehill 1992 Trust (jointly and severally Seller), and CITY OF CHINO, a California municipal corporation (Buyer).R E C I T A L S:A.Seller owns that certain improved real property (approximately 2.38 acres) located at 13272 6th Street, in the City of Chino, County of San Bernardino, State of California (APN1020-282-12) more particularly described in Exhibit A (Property) which is improved with a commercial building containing approximately 68,524Building. B.The Property is currently leased to Oak Design CorporationCurrent Tenantwhich operates a commercial cabinet manufacturing business on the Property which lease terminates on July 2, 2026 Current Lease.C.Seller desires to sell and Buyer desires to buy, the Property together upon the terms and conditions more particularly set forth herein.NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows:TERMS AND CONDITIONS:1. PURCHASE AND SALE OF PROPERTY.1.1 Purchase and Sale. Pursuant to the terms and conditions of this Agreement,Buyer hereby agrees to purchase from Seller and Seller agrees to sell to Buyer, the Property AS-IS but free and clear of the Current Lease pursuant to Section 1.3. Seller hereby agrees to continue to maintain the Property in its current operating condition until the Closing (as defined in Section 5.1) and not to extend the Current Lease during the term of this Agreement.1.2 Waiver and Release. The Purchase Price (as defined in Section 3.1) is all-inclusive of Sellerand Seller knowingly and voluntarily waives, releasesand discharges Buyer from liability and responsibility for or related to any right Seller has, has had or in the future may have to any claim for compensation or damages or liability of any kind, acquisition of the Property including, without limitation, severance damages, relocation expenses attributable to any lease; damage to or loss of improvements pertaining to realty, costs, interest, im whatsoever._________________ Seller 1.3 Termination of Current Lease. Seller agrees to not amend or extend the Current
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Lease. Seller shall promptly notify Buyer when the Current Tenant has vacated the Property. If Tenant does not vacate the Property as required by the Current Lease, Seller shall promptly and diligently pursue all applicable remedies to acquire possession of the Property free from the Current Tenant and terminating the Current Lease. Seller shall promptly notify Buyer in writing Tenant Vacation Noticediligently pursuing all applicable remedies to acquire possession of the Property from the Current Tenant and terminating the Current Lease, Seller shall have the right to extend the Closing Date (as defined in Section 5.1) for a period of up to ninety (90) days upon written notice to Buyer and Escrow. 2. OPENING OF ESCROW. Within three (3) days after the execution of this Agreement by both Buyer and Seller, the parties shall open an escrow (Escrow) with by causing an executed copy of this Agreement to be deposited with Kim Hernandez, Senior Escrow Officer, at Commonwealth Land Title Insurance Company, 4400 MacArthur Blvd., Ste. 800, Newport Beach, CA 92660 (702) 219-4846 [email protected] Escrow Officer(as defined in Section 2.2(aOpening of Escrow 3. PURCHASE PRICE; DEPOSIT; PAYMENT OF PURCHASE PRICE. 3.1 Purchase Price. The purchase price for the Property is Two Million Five Hundred Thousand Dollars ($2,500,000) Purchase Price 3.2 Payment of Purchase Price. a. Deposit. Concurrently with Opening of Escrow, Buyer shall deposit with Escrow Holder the sum of Sixty Thousand Dollars ($60,000DepositEscrow Holder for the benefit of the parties and applied against the Purchase Price at Closing (as defined in Section 5) or released, refunded or forfeited in accordance with the terms of this Agreement. b. Payment of Purchase Price. On or before 12:00 p.m. on the business day preceding the Closing Date or such earlier time as required by Escrow Holder in order to close Escrow on the Closing Date, Buyer shall deposit in Good Funds the Purchase Price less the Deposit plus any additional amounts to be paid by Buyer.3.3 Good Funds. Prior to Closing, aGood Funds shall mean a wire transfer of funds from a financial institution located in the State of California. All funds provided for herein shall be in U.S. Dollars. 4. CLOSING FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND SELLER.4.1 Seller. Seller agrees that on or before 12:00 noon on the day preceding the Closing Date, Seller will deposit or cause to be deposited with Escrow Holder all of the following: a. The grant deed in the form attached as Exhibit B executed and acknowledged by Seller Grant Deed. b. Any documents reasonably required by the Title Company to issue the Title Policy. c. Seller has provided the Tenant Vacation Notice to Buyer. 01225.0020 2071915.6 3
d. A Non-Foreign Affidavit as required by federal law. e. Such funds and other items and instruments as may be necessary in order for Escrow Holder or the Title Company to comply with this Agreement. 4.2 Buyer. Buyer agrees that on or before 12:00 noon on the day preceding the Closing Date, Buyer will deposit with Escrow Holder all additional funds and all of the following:a. The cash balance of the Purchase Price, together with Buyer's share of any Escrow closing costs and prorations in the amount determined by Escrow Holder, shall be delivered to Escrow Holder by Buyer in Good Funds. b. A Certificate of Acceptance in the form attached to the Grant Deed executed by Buyer Certificate of Acceptance c. A Preliminary Change of Ownership Statement completed in the manner required by San Bernardino PCOR d. Such other items and instruments as may be necessary in order for Escrow Holder to comply with this Agreement. 4.3 Recordation, Completion and Distribution of Documents. Escrow Holder shall confirm that any documents signed in counterpart are matching documents and shall combine the signature pages thereof so as to create fully executed documents. Escrow Holder will date all the documents with the date of Close of Escrow. Escrow Holder will cause the Grant Deed (with the Certificate of Acceptance attached) to be recorded when it can issue the Title Policy in accordance with Section 6.2, and hold for the account of Buyer and Seller, respectively, the funds and items described above to be delivered to Buyer and Seller, respectively, through Escrow, less costs, expenses and disbursements chargeable to the parties pursuant to this Agreement. 5. CLOSING DATE; EXTENSION OF CLOSING; TIME IS OF ESSENCE. 5.1 Closing Date. Close of Escrowbusiness days after Buyer has issued the Due Diligence Approval Notice. Seller has the right to extend the Close of Escrow pursuant to Section 1.3. 5.2 Definition of Closing. The terms Close of Escrow and/or Closing mean the time Grant Deed is recorded in the Official Records of the County Recorder of San BernardinoCounty, California. 5.3 Time is of Essence. The parties specifically agree that time is of the essence of this Agreement. 5.4 Possession. Upon the Close of Escrow, possession of the Property shall be delivered to Buyer free and clear of any persons or claimants including, but not limited to, the Current Tenant which must have vacated the Property leaving it in good condition and repair. 5.5 Authority of City Manager. By its execution of this Agreement, Buyer authorizes its City Manager or his/her designee (who has been designated by City Managerdelivered to Seller and Escrow Holder) shall have the authority to execute documents on behalf 01225.0020 2071915.6 4
of Buyer including, but not limited to, issuing approvals, disapprovals, extensions and amendments as approved by the City Attorney. Any such approval, disapproval, extension or amendment executed by the City Manager or his/her designee shall be binding on Seller. 6. TITLE POLICY. 6.1 Approval of Title. (a) Preliminary Title Report; Disapproved Exceptions. Promptly following execution of this Agreement but in no event later than five (5) days following Opening of Escrow,a preliminary title report shall be issued by Commonwealth Land Title Insurance Company (Title Company), describing the state of title of the Property, together with legible copies of all exceptions and a map plotting all easements (Preliminary Title Report). Within ten (10) days after Buyer's receipt of the Preliminary Title Report, Buyer shall notify Seller in writing (Buyer's Title Notice) of Buyer's disapproval of any matters contained in the Preliminary Title ReportDisapproved Exceptions). (b) In the event Buyer delivers Buyer's Title Notice within said period, Seller shall have a period of seven (7) days after receipt of Buyer's Title Notice in which to notify Buyer of Seller's election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any such Disapproved Exceptions (Seller's Notice). If Seller notifies Buyer of its election to decline to remove the Disapproved Exceptions (or fails to notify Buyer), or if Seller is unable to remove the Disapproved Exceptions (other than any obligations of Buyer under Section 7), Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). Buyer shall exercise such election by delivery of written notice to Seller and Escrow Holder within five (5) days following the earlier of (i) the date of written advice from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines to remove such Disapproved Exception(s). (c) Amendments/Supplement. Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to seven (7) days following receipt of notice of such additional exceptions and limited only to such additional exceptions. (d) Monetary Liens are Disapproved Exceptions. Nothing to the contrary herein withstanding, Buyer shall be deemed to have automatically objected to all deeds of trust, mortgages, judgment liens, federal and state income tax liens, delinquent general and special real property taxes and assessments and similar monetary encumbrances affecting the Property(excluding any such items caused by Buyer) Monetary Liens, and Seller shall discharge any such Monetary Liens prior to or concurrently with the Close of Escrow except as otherwise specifically provided in this Agreement. (e) Current Lease is Disapproved Exception. Buyer has disapproved the Current Lease and Seller shall provide such documents as required by the Title Company so the Current Lease will not be shown as an exception and the Current Lease is a Disapproved Exception. 01225.0020 2071915.6 5
6.2 . At the Close of Escrow, Escrow Holder shall furnish Buyer with an ALTA (non-extended) owner's policy of title i Title Policytitle to the Property vested in Buyer, containing only (i) non-delinquent real property taxes and assessments; (ii) exceptions approved by Buyer in accordance with Section 6.1; and (iii) exceptions caused solely by the acts of Buyer (collectively Permitted Exceptions. The Policy shall be paid by Seller. If Buyer elects to obtain an extended ALTA ownerBuyer shall be responsible to secure a survey at its own cost and expense which shall be delivered to the Title Company not less than ten (10) days prior to Closing and Buyer shall be responsible to pay for any additional premium. The Title Policy shall include extended coverage or endorsements that Buyer may request not be a condition to or otherwise delay the Closing unless the additional coverage is agreed to by Seller in writing with respect to a Disapproved Exception. 7. DUE DILIGENCE AND DUE DILIGENCE PERIOD. For a period of ninety (90) days following subject to extension as provided below Due Diligence PeriodBuyer shall have the right to perform anyinvestigations or inspections (including, but not limited to, review of title) as Buyer may reasonably determine in order to assess its willingness to purchase the Property pursuant to the terms of this Agreement. Notwithstanding the foregoing, if the Phase I report recommends that a Phase II report be obtained, the Due Diligence Period shall be extended until fifteen (15receipt of the Phase II report. Buyer shall have the right to exercise this extension by providing written notice of the exercise of the extension together with a copy of the Phase I report. Upon receipt of the Phase II report, Buyer shall promptly provide a copy of same to Seller. 7.1 Review and Approval of Documents and Materials. a. Materials. Within three (3) days of the Opening of Escrow, Seller shall deliver to Buyer any and all reports, surveys, environmental assessments, engineering reports and other documents which are material to the or of its agents, respecting the Property, including, but not limited to, the following (collectively Materials: All plans & specifications, construction documents, surveys, geological, soils, engineering, environmental, structural, mechanical, and safety inspections and reports and any other similar documents; NHD Report (pursuant to Section 7.4); A list of all capital improvements made to the Property by Seller; Copies of any governmental correspondence regarding zoning, use or code compliance issues affecting the Property; Copies of the Current Lease; and Copies of Contracts Seller is makes no representation to Buyer that it has any of the Materials above except the (i) Current Lease; and (ii) Contracts. 7.2 Buyer and Right of Entry. During the Due Diligence Period, Buyer and its agents may, at Buyerof the Property, including building inspections, environmental site assessments including a Phase 01225.0020 2071915.6 6
I and an asbestos and lead paint investigation as desired by Buyer. If the Phase I report recommends a Phase II report, Buyer shall have the right to obtain same. Buyer may also conduct such investigations with regard to the Materials, zoning, building codes, and availability of permits and approvals for its intended construction and use of the Property, as it deems prudent in its sole discretion provided same do not unreasonably interfere with the Current Tenant or its operations. Prior to entry upon the Property, Buyer, and/or any of its consultants entering upon the Property,shall provide evidence to Seller that Buyer has procured and paid premiums for an all-risk public liability insurance policy written on a per occurrence and not claims made basis in a combined single limit of not less than ONE MILLION DOLLARS ($1,000,000) which insurance names Seller as additional insured. Buyer shall keep the Property free and clear of all mechanic liens, lis pendens and other liens arising out of the entry and work performed under this paragraph and shall maintain or assure maintenance of workers' compensation insurance (or state approved self-insurance) on all persons entering the Property in the amounts required by the State of California. Buyer shall promptly repair and restore the Property to the condition that it was in prior to those tests and inspections and shall indemnify, defend and hold Seller harmless from all damages, costs, loss, expense (including attorney fees) and liability resulting from Buyeractivities, acts, and omissions on the Property, including, but not limited to, mechanic liens. Agreement. At Closing, Buyer shall take the Property subject to any title exceptions caused by Buyer exercising this license to enter the Property and such shall be deemed a Permitted Exception. Prior to entry, Buyer shall submit written requests in writing to Seller for date, time, contact information and purpose for such entry and Buyer shall not unreasonably withhold access for Buyer to enter the Property. 7.3 Buyer. If Buyer approves the Property, Buyer shall deliver a Due Diligence Approval Noticeon or before the expiration of the Due Diligence Period. Buyer shall have the right at any time on or before the expiration of the Due Diligence Period (as may be extended) to terminate this determines in its sole and absolute discretion that the Property is not acceptable to Buyer. Buyer may exercise its right to terminate by delivering written notice of termination to Seller and Escrow Termination Noticed. Upon the timely delivery of such Termination Notice, (i) Escrow Holder shall promptly return the Deposit to Buyer; and (ii) this Agreement shall automatically terminate and be of no further force or effect and neither party shall have any further rights or obligations hereunder except for those obligations which expressly survive termination. 7.4 NHD Report. Within five (5) days of Opening of Escrow, Escrow shall order and deliver to Buyer and Seller a Natural Hazards Disclosure report from Disclosure Source for the Property NHD Report . The cost of the NHD Report shall be paid by Seller.8. CONDITIONS PRECEDENT TO CLOSE OF ESCROW. 8.1 Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent : (a) Title Company will issue the Title Policy as specified in Section 6.2. (b) Buyer has issued the Due Diligence Approval Notice in accordance with Section 7.3. 01225.0020 2071915.6 7
(c) Seller has issued the Tenant Vacation Notice and provided written confirmation of termination of the Current Lease and that Current Tenant has vacated the Property to the Title Company and Buyer in a form satisfactory to the Title Company and Buyer. (d) Seller has terminated all the Contracts and provided written confirmation of same to Buyer. (e) Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement. (f) Seller is not in default of its obligations under this Agreement. 8.2 Conditions to Seller's Obligations. The obligations of Seller under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Seller of the following conditions precedent : (a) Buyer has delivered the balance of the Purchase Price to Escrow Holder. (b) Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller pursuant to this Agreement. (c) Buyer is not in default of its obligations under this Agreement. 9. REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to Buyer that, to knowledge, as of the Agreement Date and as of the Closing Date, that: a. This Agreement has been duly authorized and executed on behalf of Seller. As of the Opening of Escrow, this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms. b. Seller is not a party to any contract, agreement or commitment to sell, convey, assign, transfer, or otherwise dispose of any portion or portions of the Property. c. Seller represents that, except as provided in the Materials possession or control): (i) the Property is not in breach of any environmental laws; and (ii) the Property is free of any Hazardous Materials that would trigger response or remedial action under any environmental laws or any existing common law theory based on nuisance or strict liability. This warranty is limited to matters of which Seller has current actual knowledge, and Buyer acknowledges that Seller has not made (nor will make) any affirmative investigation or inquiry as to environmental issues affecting the Property in connection with this Agreement. As used in this Agreement, the term hazardous or toxic substances, material or waste or related materials, including any any applicable federal, state or local laws or regulations, including without limitation petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, PCBs and similar compounds, and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety 01225.0020 2071915.6 8
of persons. d. There is no litigation pending, threatened against or by Seller or the Property which relates to, or if decided adversely, could have a material adverse effect upon, the Property (including condemnation or similar proceedings). e. Except as disclosed to Buyer by Seller as part of the Materials, the Property is not subject to any other Contracts and Seller has the right to terminate the Contracts prior to Closing. f. The Current Lease will terminate by its terms prior to the Closing and to deliver the Property to Buyer at Closing free of the Current Lease and the Current Tenant will have no right to claim any rights against the Property or Buyer. No representation, statement or warranty by Seller in this Agreement contains or will contain any untrue statements or omits, or will omit, a material fact necessary to make the statement of fact therein recited not misleading. The representations and warranties of Seller and any other representations and warranties of Seller contained elsewhere in this Agreement are true and correct on and as of the date of this Agreement and at Closing and shall survive the Closing, until the date which is twenty-four (24) months after the Closing ("Survival Date") without the necessity of a separate written certificate regarding the same, whereupon such representations and warranties shall be of no further force or effect. Actual knowledge shall not be deemed to exist merely by assertion by Buyer of a claim that any of the foregoing persons should have known of such facts or circumstances, if such person did not have actual knowledge thereof. The preceding notwithstanding, Seller shall promptly advise Buyer if Seller acquires any information following the Agreement Date which would make any of the representations and warranties set forth in this Section 9 above untrue; provided that it shall not be a breach of such representation or warranty if the information which renders the representation or warranty untrue was not known by Seller as of the Agreement Date. If Seller or Buyer acquires any information following the Agreement Date which would make any of the foregoing representations or ten (10) business days written notice to Seller after learning of such information, to terminate this Agreement by delivery of written notice to Seller and, in the event of such termination, all rights and obligations under this Agreement shall cease and the Deposit shall be promptly returned to Buyer; provided, however, if Buyer fails to give written notice of termination within ten (10) business days, then Buyer shall not have the right to terminate this Agreement nor receive the return of the Deposit as provided in this paragraph above based on such representation or warranty that becomes untrue. If, prior to the Closing Date, Buyer becomes aware of any facts that make any of the representations or warranties set forth in Section 8 untrue, but Buyer nevertheless elects to close escrow hereunder, then Buyer shall be deemed to have waived any claim against Seller based on such representation or warranty that Buyer knew was untrue as of the Closing Date. The provisions of the immediately preceding sentence shall survive the Close of Escrow. 10. ESCROW PROVISIONS. 10.1 Escrow Instructions. Sections 1 through 6, inclusive; 8, 10, 14, and 15 constitute the escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. The terms and conditions in sections of this 01225.0020 2071915.6 9
Agreement not specifically referenced above are additional matters for information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller agree to execute additional instructions, documents and forms provide by Escrow Holder that are reasonably necessary to close Escrow. 10.2 General Escrow Provisions. Escrow Holder shall deliver the Title Policy to the Buyer and instruct the San Bernardino County Recorder to mail the Grant Deed to Buyer at the address set forth in Section 14 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in San Bernardino County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be according to that party's instructions. 10.3 Real Property Taxes; Utilities. a. Real Property Tax Prorations. Real property taxes shall not be delinquent and shall be prorated to Closing. b. Utilities. Buyer and Seller shall cause all utilities which are in the name of Seller to be transferred to the name of Buyer as of the Close of Escrow or as soon thereafter as practicable. Seller shall be entitled to retain (and receive a refund) for any and all utility deposits which are held by the utility company. c. No Rent Proration. As the Current Lease is to be terminated prior to Closing, there shall be no proration of any rent required under this Agreement. 10.4 Payment of Costs. a. Cost Allocation. Seller shall pay the costs for the Title Policy, the cost of NHD Report and one-half (1/2) of the escrow costs Buyer shall pay one-half (1/2) of the escrow costs . All other costs of Escrow not otherwise specifically allocated by this Agreement shall be apportioned between the parties in a manner consistent with the custom and usage of Escrow Holder for major commercial real estate transactions in San BernardinoCounty. NOTE: No documentary transfer taxes shall be paid or charged to Seller based on the exemption set forth in R&T Code Section 11922 as the Property is being transferred to a governmental agency. No recording fees for the Grant Deed shall be payable pursuant to Government Code Section 27383. b. Commission. Seller shall be charged with payment of the Commissions pursuant to Section 10.8. c. Closing Statement. At least two (2) days prior to the Closing Date, Escrow Holder shall furnish Buyer and Seller with a preliminary escrow closing statement which shall include each pstatement shall be approved in writing by the parties. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the 01225.0020 2071915.6 10
final Escrow closing statement to the parties. 10.5 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, either party may elect to cancel this Escrow upon written notice to the other party and Escrow Holder. Cancellation of Escrow, as provided herein, shall be without prejudice to whatever legal rights Buyer or Seller may have against each other arising from the Escrow or this Agreement. 10.6 Information Report. Escrow Holder shall file and Buyer and Seller agree to cooperate with Escrow Holder and with each other in completing any report (Information Report) and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e) regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099-B as such may be hereinafter modified or amended by the Internal Revenue Service, or asmay be required pursuant to any regulation now or hereinafter promulgated by the Treasury Department with respect thereto. Buyer and Seller also agree that Buyer and Seller, their respective employees and attorneys, and escrow Holder and its employees, may disclose to the Internal Revenue Service, whether pursuant to such Information Report or otherwise, any information regarding this Agreement or the transactions contemplated herein as such party reasonably deems to be required to be disclosed to the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 6045(e), and further agree that neither Buyer nor Seller shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information. 10.7 No Withholding as Foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of Internal Revenue Code Section 1445 or an out-of-state seller under California Revenue and Tax Code Section 18805 and that it will deliver to Buyer on or before the Close of Escrow a non-foreign affidavit on Escrow Holder's standard form pursuant to Internal Revenue Code Section 1445(b)(2) and the Regulations promulgated thereunder and a California Form 590-RE. 10.8 Brokerage Commission. Seller and Buyer represent to each other that they have had no dealings with any broker or finder in connection with this Agreement or the transaction contemplated hereby except (i) Huang Wang of HW & Associates (Broker Lic. #01709495)represents Seller ("Seller's Broker"), and (ii) Paul Collins of Highland Partners Corp (Broker Lic. #01904030) represents Buyer's Broker"). Seller shall be responsible (i) for any commission that may be owed to Seller's Broker; and (ii) to pay Two Percent (2%) of the Purchase or person other than the Broker listed above are entitled to receive any broker's commissions or finder's fees or similar compensation in connection with any aspect of this transaction. It is agreed that if any claims for brokerage commissions or fees are ever made against Seller or above, all such claims shall be handled and paid by the party whose actions or alleged commitments form the basis of such claim. The party against whom the claim for such fees is made shall indemnify and defend and hold the other party harmless from any and all such claims or demands with respect to any brokerage fees or agent's commissions or other compensation asserted by any person, firm, or corporation in connection with this Agreement or the transactions contemplated herein. 11. INTENTIONALLY OMITTED. 01225.0020 2071915.611
12. BREACH. A party shall only be in breach of this Agreement after written notice has been provided and such party has failed to cure such breach within ten (10) days of such notice; provided, however, if the party in breach has committed to attempt to cure and has commenced to cure and is diligently prosecuting such cure the breaching party shall have twenty (20) days to cure the issue. The parties shall execute an extension of Escrow in accordance with this provision. 13. LIQUIDATED DAMAGES. IF BUYER SHOULD DEFAULT UNDER THIS AGREEMENT, THEN BUYER AND SELLER AGREE THAT SELLER WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT BY BUYER OR FAILURE OF ESCROW TO CLOSE ON OR BEFORE THE CLOSING DATE, WHICH DAMAGES SHALL BE IMPRACTICAL AND EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN. BUYER AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH DEFAULT BY BUYER HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE DEPOSIT SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. IN THE EVENT OF AND FOR SUCH DEFAULT BY BUYER, THE DEPOSIT (AS DEFINED IN SECTION 3.2.a.iii) SHALL BE SELLER'S SOLE MONETARY REMEDY THEREFOR, ALTHOUGH THE FOREGOING LIMITATION OF DAMAGES SHALL NOT APPLY TO ANY INDEMNIFICATION OBLIGATIONS OF BUYERUNDER SECTION 7.___________________ ___________________14. NOTICES.All notices required or permitted under this Agreement shall be in writing and shall be served on the parties at the addresses set forth below. Any such notices shall, unless otherwise provided herein, be given or served (i) by depositing the same in the United States mail, postage paid, certified and addressed to the party to be notified, with return receipt requested, (ii) by overnight delivery using a nationally recognized overnight courier, (iii) by personal delivery, or (iv) by email (provided the email was acknowledged as received by the recipient). Notice deposited in the mail in the manner hereinabove described shall be effective upon receipt or rejection of such notice. Notice given in any other manner shall be effective only if and when received (or rejected) by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. California time of any business day with delivery made after such hours to be deemed received the following business day.however, no notice of a change of address shall be effective until actual receipt of such notice.Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to the Buyer shall be deemed given by Buyer and notices given by counsel to the Seller shall be deemed given by Seller.To Buyer:City of Chino 13220 Central AveChino, CA 91710Attention: Dr. Linda Reich, City ManagerEmail:[email protected] a copy to: Aleshire & Wynder, LLP1 Park Plaza, Suite 1000Irvine, CA 92614Attention: Fred Galante, City Attorney
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Email: [email protected] With a copy to: Highland Partners Corp. Attn: Paul Collins 880 Apollo Street Suite 329 El Segundo, CA 90245 [email protected] To Seller: TERRI GILLETTE, Trustee KENT H. CHENG, Trustee 1499 Huntington Drive Suite 315 South Pasadena, CA 91030 [email protected] With a copy to: Huang Wang HW & Associates 1499 Huntington Drive Suite 315 South Pasadena, CA 91030 [email protected] To Escrow Holder: Commonwealth Land Title Insurance Company 4400 MacArthur Blvd. Suite 800 Newport Beach, CA 92660 Attn: Kim Hernandez, Senior Escrow Officer Email: [email protected] 15. ADDITIONAL BUSINESS TERMS. 15.1 No Marketing of Property. While this Agreement is in effect, Seller agrees that it will not market the Property to any other party in any manner. 15.2 No Impairing of Title. Until the Closing, Seller shall not do anything which would impair Seller's title to the Property. 15.3 Current Lease. While this Agreement is in effect, Seller shall not amend or extend the Current Lease or agree to allow the tenant to holdover under the Current Lease. 16. GENERAL PROVISIONS. 16.1 Assignment. Neither party shall have the right to assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent of the other party.Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns.16.2 . In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled, to have and to recover from the other party its reasonable attorneys' fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 01225.0020 2071915.6 13
16.3 Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 16.4 No Waiver. No delay or omission by either party in exercising any right or power accruing upon the compliance or failure of performance by the other party under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 16.5 Modifications. Any amendment or modification to this Agreement, in order to become effective, shall be made by written document executed by both parties. 16.6 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 16.7 Merger. This Agreement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior to contemporaneous agreements, understandings, representations and statements (including letters of intent), oral or written, are merged herein and shall be of no further force or effect. 16.8 Execution of Documents. The parties agree to execute such instructions to Title Company and such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement. 16.9 Relationship of Parties. Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of Seller and Buyer with respect to the Property to be conveyed as contemplated hereby. 16.10 No Personal Liability. No member, official, employee, agent or contractor of Buyer shall be personally liable to Seller in the event of any default or breach by Buyer or for any amount which may become due to Seller for any Buyer obligations under the terms of the Agreement. 16.11 Force Majeure. If either party is delayed or prevented from performing any act required in this Agreement by reason of any event beyond the reasonable control of either party, including without limitation, by labor disputes, pandemic, fire, unusual delay in deliveries, weather or acts of God, terrorism, delay in the issuance of permits or approvals, acts of governmental entities, unavoidable casualties or any other such causes beyond such p 01225.0020 2071915.6 14
time herein fixed for completion of such obligation(s) shall be extended by the number of days that such party has been delayed. 16.12 Representation by Counsel. Each party hereto represents and agrees with each other that it has been represented by or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully respective counsel, that each is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.16.13 No Third-Party Beneficiaries. Except as otherwise expressly set forth herein, Seller and Buyer do not intend, and this Agreement shall not be construed, to create a third-party beneficiary status or interest in, nor give any third-party beneficiary rights or remedies to, any other person or entity not a Party to this Agreement. 16.14 Execution in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. 16.15 Electronic Execution. This Agreement may be electronically executed by the parties in accordance with the requirements of E-SIGN and UETA by such third-party providers such as DocuSign or AdobeSign. 16.16 Exhibits. Exhibits A and B are attached hereto and incorporated herein by reference. [SIGNATURES ON FOLLOWING PAGE] 01225.0020 2071915.615
IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions as of the Agreement Date.Note: Sections 1.2 and 13 must be initialed by the parties as indicated.SELLER: BUYER: __________________________TERRI GILLETTE, as Successor Trustee of the Sturzenegger Family Trust __________________________KENT H. CHENG, as Successor Trustee of the Langdon and Jo Ann Tannehill 1992 TrustAccepted and Agreed to:ESCROW HOLDER:COMMONWEALTH LAND TITLE INSURANCE COMPANYBy: _________________________ Kim Hernandez, Senior Escrow OfficerDated: ________________, 2026 CITY OF CHINO, a California municipal corporation By: ________________________ Dr. Linda Reich, City ManagerATTEST:___________________________Natalie Gonzaga, City Clerk APPROVED AS TO FORM:ALESHIRE & WYNDER, LLPBy: ________________________________ Fred Galante, City Attorney
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EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY That certain real property located in the City of Chino, County of San Bernardino, State of California legally described as follows: LOTS 1 TO 6, INCLUSIVE, AND 17 TO 24, INCLUSIVE, BLOCK 37, TOWN OF CHINO, IN THE CITY OF CHINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 4, PAGE 51 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH VACATED ALLEY LYING BETWEEN LOTS 1 TO 6, INCLUSIVE, AND 19 TO 24, INCLUSIVE, AND VACATED ALLEY LYING BETWEEN LOTS 18 AND 19. 01225.0020 2071915.61
EXHIBIT BGRANT DEEDRecording Requested By and When Recorded Return to:City of Chino 13220 Central AveChino, CA 91710Attention: City ClerkGRANT DEEDFOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged TERRI GILLETTE, as Successor Trustee of the Sturzenegger Family Trust and KENT H. CHENG, as Successor Trustee of the Langdon and Jo Ann Tannehill 1992 Trust Grantorgrants to theCITY OF CHINO, a California municipal corporation (Granteeinterest in that certain real property in the City of Chino, County of San Bernardino, State of California, as more particularly described in Exhibit A attached hereto and incorporated by PropertyIN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed on its behalf as of the date written below.GRANTOR:__________, 2026______________________DONALD STURZENEGGER as Successor Trustee of the Donald Sturzenegger 1992 Trust _________________________LANGDON H. TANNEHILL as Successor Trustee of the Langdon and Jo Ann Tannehill 1992 Trust APN. 1020-282-12Exempt from recording fees per Govt Code Section 27383THE UNDERSIGNED GRANTOR DECLARES that the documentary transfer tax (computer on full value) is not applicable pursuant to R&T Code Section 11922.
NOT TO BE EXECUTED UNTIL CLOSINGNOT TO BE EXECUTED UNTIL CLOSING 01225.0020 2071915.6 2
CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that the interest in real property conveyed by that certain Grant Deed dated as of _____________, 2026, executed by TERRI GILLETTE, as Successor Trustee of the Sturzenegger Family Trust and KENT H. CHENG, as Successor Trustee of the Langdon and Jo Ann Tannehill 1992 Trust as Grantor, in favor of the CITY OF CHINO Granteeis accepted by the undersigned officer on behalf of Grantee and the Grantee consents to the recordation thereof by its duly authorized officer. Dated as of: _____________, 2026. CITY OF CHINO By: _________________________________ Dr. Linda Reich, City Manager NOT TO BE EXECUTED UNTIL CLOSING 01225.0020 2071915.6 1
EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY That certain real property located in the City of Chino, County of San Bernardino, State of California, and is described as follows: LOTS 1 TO 6, INCLUSIVE, AND 17 TO 24, INCLUSIVE, BLOCK 37, TOWN OF CHINO, IN THE CITY OF CHINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 4, PAGE 51 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH VACATED ALLEY LYING BETWEEN LOTS 1 TO 6, INCLUSIVE, AND 19 TO 24, INCLUSIVE, AND VACATED ALLEY LYING BETWEEN LOTS 18 AND 19.
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STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN BERNARDINO ) On _________________, 2026 before me, ___________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _________________________________________ Notary Public SEAL:
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.