4907-3946-7816v3/022283-0542
PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Agreement”) is made and entered into as of March 25, 2025 (the “Effective Date”), by and between FIRST BAPTIST CHURCH OF LANCASTER, CALIFORNIA, a California nonprofit corporation (the “Seller”), and CITY OF LANCASTER, a California municipal corporation and charter city (the “Buyer”). The Seller and Buyer are individually referred to as a “Party” and collectively as the “Parties.”
RECITALS
A.Seller is the fee owner of that certain real property legally described in Exhibit A hereto, which is situated in Los Angeles County, located at 2340 W. Avenue J-8, Lancaster, CA 93534 and designated Assessor’s Parcel Number 3129‐028-001 (the “Real Property”). The Real Property is a 4.13-acre site improved with a 20,635-square-foot main building and four modular buildings for a total of 32,135 square feet.
B.Seller has offered to sell to Buyer the Real Property described herein for the price and subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from Seller the Real Property, as more specifically described below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1.Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this Agreement. The Parties have agreed that the Seller reserves and retains ownership of the following personal property items located on the property (collectively, the “Excluded Property”): bleachers, scoreboards, lockers, picnic tables, conex box, outdoor and digital signage, and the surveillance camera system. The Excluded Property shall not be included in the sale or transfer of property and is expressly excluded from this agreement.
2.Payment of Consideration. As consideration for the sale of the Real Property from Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the amount of Four Million Nine Hundred Seventeen Thousand Dollars ($4,917,000.00) (the “Purchase Price”).
3.Escrow and Independent Consideration.
(a)Opening of Escrow. For the purposes of this Agreement, the escrow (“Escrow”) shall be deemed opened (“Opening of Escrow”) on the date that First American Title Company (“Escrow Holder”) receives a copy of this Agreement fully executed by Buyer and Seller. Buyer and Seller shall use their best efforts to cause the Opening of Escrow to occur on or before five (5) business days after the Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller agree to execute, 2 4907-3946-7816v3/022283-0542
deliver and be bound by any reasonable or customary supplemental escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of such instruments and the terms of this Agreement, then the terms of this Agreement shall control. Without limiting the generality of the foregoing, no such instruments shall extinguish any obligations imposed by this Agreement or any other agreement between Seller and Buyer.
(b)Closing. For purposes of this Agreement, the “Closing” shall be the date the Deed (as defined below) is recorded pursuant to applicable law in the county in which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing shall occur on May 1, 2025 (“Closing Date”), or as soon thereafter as the conditions precedent to closing are satisfied pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason, occurred by May 1, 2026 (“Outside Closing Date”), then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the Outside Closing Date; provided, however, that if either party is in default under this Agreement at the time of such termination, then such termination shall not affect the rights and remedies of the non-defaulting party against the defaulting party.
4.Seller’s Delivery of Real Property and Formation Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the “Property Documents”):
(a)Such proof of Seller’s authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer, Escrow Holder and/or Title Company (as defined in Section 6) consistent with the terms of this Agreement.
In addition, Seller shall cause Escrow Holder to obtain and deliver to Buyer a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) on or before April 18, 2025 (“Soil and Title Contingency Date”).
5.Buyer’s Right of Entry. From and after the Opening of Escrow through the earlier to occur of the termination of this Agreement or the Soil and Title Contingency Date, or as otherwise agreed in writing by Seller prior to entry is effected, Buyer and Buyer’s employees, agents, consultants and contractors shall have the right to enter upon the Real Property during normal business hours, provided reasonable prior notice has been given to Seller. (a)Investigation of Real Property. In addition to the foregoing, Buyer shall have the right, at Buyer’s sole cost and expense, prior to the Soil and Title Contingency Date, to engage Buyer’s own environmental consultant (the “Environmental Consultant”) to make such investigations as Buyer deems necessary or appropriate, including any “Phase 1” or “Phase 2” investigations of the Real Property. If, based upon such evaluation, inspections, tests or investigation, Buyer does not wish to proceed with purchase of the Real Property based upon the condition of the Real Property, Buyer may cancel this Agreement by giving written notice of termination to Seller on or before the Soil and Title Contingency Date. If Buyer does not cancel this Agreement on or before the Soil and Title Contingency Date, Buyer shall be deemed to have 3 4907-3946-7816v3/022283-0542
approved the evaluation, inspections and tests as provided herein and to have elected to proceed with this transaction on the terms and conditions of this Agreement. Buyer shall provide a copy to Seller of all reports and test results provided by Buyer’s Environmental Consultant promptly after receipt by the Buyer of any such reports and test results without any representation or warranty as to their accuracy or completeness.
Buyer shall bear all costs, if any, associated with restoring the Real Property to substantially the same condition prior to its testing by or on behalf of Buyer if requested to so do by Seller but excluding any latent defects or Hazardous Materials (as defined below) discovered by Buyer during investigation of the Real Property. Buyer agrees to indemnify, protect, defend (with counsel satisfactory to Seller) and hold Seller and the Real Property free and harmless from and against all costs, claims, losses, liabilities, damages, judgments, actions, demands, attorneys’ fees or mechanic’s liens arising out of or resulting from any entry or activities on the Real Property by Buyer, Buyer’s agents, contractors or subcontractors and the contractors and subcontractors of such agents, but in no event shall the indemnity of this Section include the discovery of pre-existing conditions by Buyer or any such liabilities, costs, etc. arising from the negligence or willful misconduct of Seller and/or its consultants. The indemnity obligations of Buyer set forth in this Section 5(a) shall survive any termination of this Agreement or the Close of Escrow. “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local governmental authority, the County, the State of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (x) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §6901 et seq.
6.Buyer’s Conditions Precedent and Termination Right.
(a)Conditions Precedent. The Closing and Buyer’s obligation to consummate the purchase of the Real Property under this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, “Buyer’s Contingencies”), which are for Buyer’s benefit only.
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(i)Title Review. Within fifteen (15) calendar days after the Opening of Escrow, Seller shall cause First American Title Company (“Title Company”) to deliver to Buyer a preliminary title report (the “Report”) describing the title to the Real Property, together with copies of the plotted easements and the exceptions (the “Exceptions”) set forth in the Report; provided that the cost of the Report shall be borne by Seller. Seller acknowledges that the Buyer’s Title Policy (as defined below) shall include an endorsement against the effect of any mechanics’ liens; Seller will provide such indemnity or other assurances as necessary to induce the Title Company to provide such endorsement. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s sole discretion, any matters of title disclosed by the following (collectively, the “Title Documents”): (i) the Report; (ii) the Exceptions; (iii) the legal description of the Real Property and (iv) any survey Buyer desires to obtain at Buyer’s sole cost and expense. Buyer shall have the same rights to approve or disapprove any exceptions to title that are not created by Buyer and that come into existence after issuance of the Report but prior to Closing. Seller shall, on or before the Closing, remove all deeds of trust, mortgages and delinquent taxes (but not the lien for any real property taxes or assessments not yet delinquent). (ii)Buyer’s Title Policy. On or before the Closing, Title Company shall, upon payment (by Buyer) of Title Company’s premium, have agreed to issue to Buyer, a standard ALTA owner’s policy of title insurance insuring only as to matters of record title (“Buyer’s Title Policy”) in the amount of the Purchase Price showing fee title to the Real Property vested solely in Buyer and subject only to the (i) the standard, preprinted exceptions to Buyer’s Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a Standard Buyer’s Title Policy (such as an owner’s extended coverage ALTA policy); provided, however, that Buyer’s ability to obtain such extended coverage shall not be a Buyer’s Contingency and Buyer’s obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage.
In the event Buyer enters into a loan agreement to generate moneys to purchase the Real Property from Seller under this Agreement, Buyer and not Seller shall be responsible for the title insurance, closing costs and any other costs, fees or expenses in relation to Buyer obtaining such loaned moneys. The sale shall be all cash to Seller. (iii)Physical and Legal Inspections and Studies. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s sole and absolute discretion, the results of any physical and legal (but not feasibility or economic) inspections, investigations, tests and studies Buyer elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations as Buyer may elect to make or obtain. (iv)Natural Hazard Report. Seller shall cause the Escrow Holder to provide to Buyer prior to the Soil and Title Contingency Date the Natural Hazard Report described 5 4907-3946-7816v3/022283-0542
at Section 8(a)(iii) of this Agreement; provided that Seller shall bear the cost to prepare such Natural Hazard Report.
(v)Property and Formation Documents. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s reasonable discretion, the terms, conditions and status of all of the Property Documents. (vi)Delivery of Documents. Seller’s delivery of all documents described in Section 8, below.
(vii)Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the date made and as of the Closing.
(viii)Title Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer’s Title Policy consistent with the provisions of this Agreement.
(ix)No Default. As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement.
(b)Termination Right. Should any of Buyer’s Contingencies not be met by the respective times set forth for the satisfaction for such contingency (and without regard to whether all such contingencies have been removed or satisfied), Buyer may, by written notice to Seller, terminate this Agreement; such termination rights shall be in addition to those termination rights of Buyer as set forth in this Agreement. If this Agreement is so terminated, and provided such termination is not the result of Seller’s breach of or default under this Agreement, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer.
(c)Seller’s Cure Right. Buyer shall notify Seller in writing of Buyer’s disapproval or conditional approval of any Title Documents. Seller shall then have the right, but not the obligation, to (i) remove from title any disapproved or conditionally approved Exception(s) (or cure such other title matters that are the basis of Buyer’s disapproval or conditional approval of the Title Documents) within five (5) business days after Seller’s receipt of Buyer’s Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicable period, to remove such Exception at or before the Closing. Seller’s failure to remove such Exception after committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue the Buyer’s Title Policy, as defined herein, at the Closing deleting such Exception or providing an endorsement (at Seller’s expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such five (5) business day period, Buyer shall have three (3) business days after the expiration of such five (5) business day period to give Seller written notice that Buyer elects to proceed with the 6 4907-3946-7816v3/022283-0542
purchase of the Real Property subject to the disapproved Title Document(s), it being understood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s).
7.Seller’s Conditions Precedent and Termination Right. The Closing and Seller’s obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following condition precedent (“Seller’s Contingencies”), which are for Seller’s benefit only:
(a)Completion of Title Review. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has completed its review of title and that the condition of title satisfactory. (b)Confirmation Concerning Site. Seller shall have received written confirmation from Buyer on or before the Soil Contingency Date that Buyer has reviewed the condition of the Real Property, including without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition of the Real Property. (c)Confirmation Regarding Buyer’s Title Policy. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has approved a Title policy.
(d)Liens. Seller shall have obtained the consent of any lien holder to the release of such liens prior to or concurrent with closing. (e)Delivery of Documents. Buyer’s delivery of all documents described in Section 9(a), below.
Should any of Seller’s Contingencies not be met by the respective times set forth for the satisfaction for such contingency (and without regard to whether all such contingencies have been removed or satisfied) and Seller has so informed Buyer, Seller may, by written notice to Buyer, terminate this Agreement; such termination rights shall be in addition to any other termination rights of Seller as set forth in this Agreement. If this Agreement is so terminated, and provided such termination is not the result of Buyer’s breach of or default under this Agreement, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Seller.
8.Seller’s Deliveries to Escrow Holder.
(a)Seller’s Delivered Documents. At least one (1) business day prior to the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged (“Seller’s Delivered Items”):
(i)Deed. The original executed and acknowledged grant deed, the form of which is attached hereto as Exhibit B (“Deed”). (ii)FIRPTA/Tax Exemption Forms. The Transferor’s Certification of Non-Foreign Status in the form attached hereto as Exhibit C (the “FIRPTA Certificate”), together 7 4907-3946-7816v3/022283-0542
with any necessary tax withholding forms, and a duly executed California Form 593-C, as applicable (the “California Exemption Certificate”).
(iii)Hazard Disclosure Report. Unless earlier delivered to Buyer, Seller shall cause Escrow Holder to obtain and deliver to Buyer, at Seller’s cost, a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) before the Closing.
(iv)Temporary Occupancy Agreement. The original executed and acknowledged temporary occupancy agreement, the form of which is attached hereto as Exhibit E (“Occupancy Agreement”).
(v)Authority. Such evidence of Seller’s authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company which are consistent with the terms of this Agreement. (vi)Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company which are consistent with the terms of this Agreement. (b)Failure to Deliver. Should any of Seller’s Delivered Items not be timely delivered to Escrow, Buyer may, by written notice to Seller, terminate this Agreement; provided, however, that Buyer may (but shall not be obligated to) in such notice provide Seller with five (5) business days to deliver all of Seller’s Delivered Items. If Buyer’s notice provides Seller such five (5) business days to deliver Seller’s Delivered Items, and if Seller’s Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer. Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller.
9.Buyer’s Deliveries to Escrow. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate (“Buyer’s Delivered Items”):
(a)Purchase Price. The Purchase Price, together with additional funds as are necessary to pay Buyer’s closing costs set forth in Section 10(b) herein. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section 11(b) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Buyer shall execute and deliver three (3) originals of California Form 593 to Title Company at or immediately after Closing.
(b)Change of Ownership Report. One (1) original Preliminary Change of Ownership Report.
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(c)Final Escrow Instructions. Buyer’s final written escrow instructions to close escrow in accordance with the terms of this Agreement. (d)Authority. Such proof of Buyer’s authority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company.
(e)Temporary Occupancy Agreement. The original executed and acknowledged Occupancy Agreement.
(f)Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company.
10.Costs and Expenses.
(a)Seller’s Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the removal of encumbrances; (ii) Seller’s share of prorations; (iii) the premium for Buyer’s Title Policy with coverage in the amount of the Purchase Price; (iv) one half of the Escrow Holder’s fee; (v) documentary recording fees, if any; (vi) documentary transfer tax, if any; and (vii) payment of the Commission Amount to Seller’s Agent (as defined and described in Section 15(c)); and (viii) costs, if any, allocable to Seller under this Agreement and costs for such services as Seller may additionally request that Escrow perform on its behalf (which foregoing items collectively constitute “Seller’s Costs and Debited Amounts”). (b)Buyer’s Costs. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) one half of the Escrow Holder’s fee; (ii) Buyer’s share of prorations,; (iii) the premium for title insurance other than or in excess of Buyer’s Title Policy based on the Purchase Price, and, if applicable, the cost for any survey required in connection with the delivery of an ALTA owner’s extended coverage policy of title insurance; (iv) one half of escrow charges; (v) one half of recording and other costs of closing; (vi) costs, if any, for such services as Buyer may additionally request that Escrow perform on its behalf; and (vii) any costs associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively, “Buyer’s Costs and Debited Amounts”). (c)Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate brokers in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. Escrow Holder shall disburse those amounts for matters referenced in Section 2 as directed in writing by Seller. Buyer represents to Seller that Buyer has not engaged the services of any consultants, finders or real estate brokers in connection with the purchase of the Real Property from the Seller. Seller represents to Buyer that Seller shall be solely responsible for the payment of any fees and/or costs associated with Seller’s engagement of any, finders or real estate brokers in connection with the sale of the Real Property to the Buyer.
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11.Prorations; Withholding.
(a)All revenues (if any) and expenses relating to the Real Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer’s approval (the “Proration and Expense Schedule”). If any prorations made under this Section shall require final adjustment after the Closing, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled thereto.
(b)In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code (the “Tax Code”) as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of California Form 593 to Title Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be delivered by Title Company to Seller, and (iv) on or before the 20 th day of the month following the month title to the Real Property is transferred to Buyer (as evidenced by the recording of the Grant Deed), Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 593), to the California Franchise Tax Board.
12.Closing Procedure. When the Title Company is unconditionally prepared (subject to the payment of the premium therefor) to issue the Buyer’s Title Policy and all required documents and funds have been deposited with Escrow Holder, Escrow Holder shall immediately close Escrow in the manner and order provided below.
(a)Recording. Escrow Holder shall cause the Deed to be recorded pursuant to applicable law in the county in which the Real Property is located and obtain conformed copies thereof for distribution to Buyer and Seller.
(b)Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all Buyer’s Costs and Debited Amounts, Seller’s Costs and Debited Amounts and general expenses, prorate matters and withhold funds as provided herein. The Occupancy Deposit (as defined in the Occupancy Agreement), shall be distributed by check payable to Buyer unless Escrow Holder is instructed otherwise in writing signed by Buyer (and, in such event, in accordance with such instructions). The Purchase Price, less the Occupancy Deposit and less any applicable debits or credits (which have been confirmed in writing by Seller to Escrow Holder and which may include any liens as to which such liens and the amount to satisfy such liens) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing 10 4907-3946-7816v3/022283-0542
signed by Seller (and, in such event, in accordance with such instructions). Seller authorizes Escrow Holder to request demands for payment and to make such payments from the Purchase Price (or such other funds, if any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other encumbrances (but not for obligations of Buyer). (c)Documents to Seller. Escrow Holder shall deliver to Seller a conformed copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among the official land records of the County of Los Angeles, and a copy of each other document (or copies thereof) deposited into Escrow by Buyer pursuant hereto. (d)Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded among the official land records of the County of Los Angeles, the Natural Hazard Report, one of the instruments described in subsection (f) of Section 7 hereof, and each other document (or copies thereof) deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e)Title Company. Escrow Holder shall cause the Title Company to issue the Buyer’s Title Policy to Buyer.
(f)Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party. (g)Informational Reports. Escrow Holder shall file any information reports required by Internal Revenue Code Section 6045(e), as amended.
13.Representations and Warranties.
(a)Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing:
(i)Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated.
(ii)All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii)The individual executing this Agreement and the instruments referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof.
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(iv)Neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affect the Real Property, including, but not limited to, any of the Title Documents or the Property Documents. (v)There is no pending litigation nor threatened litigation, which does or will adversely affect the right of Seller to convey the Real Property. There are no claims which have been received by Seller that have not been disclosed to Buyer. (vi)Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Real Property, or any part hereof, or any interest therein, which will survive the Closing. (vii)There are no leases or rental agreements in effect as to the Real Property.
(viii)Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Real Property. (ix)There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Real Property for work performed or commenced for Seller or on Seller’s behalf prior to the date of this Agreement. (x)There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or the Real Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Real Property.
(xi)There are not as of the Effective Date, nor will there be as of the Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, and no person other than Buyer shall have any right of possession to the Real Property or any part thereof as of the Closing.
(xii)No person, excepting Seller, has possession or any rights to possession of the Real Property or portion thereof.
(b)Subsequent Changes to Seller’s Representations and Warranties. If, prior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the “Seller Representation Matter”), then the party who has learned, discovered or become aware of such Representation Matter shall promptly give 12 4907-3946-7816v3/022283-0542
written notice thereof to the other party and Seller’s representations and warranties shall be automatically limited to account for the Representation Matter. Buyer shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer reasonably disapproves any such change. If Buyer does not elect to terminate this Agreement, Seller’s representation shall be qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such Seller Representation Matter. (c)Buyer’s Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing:
(i)Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby.
(ii)All requisite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby.
(iii)The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof.
(iv)Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer’s properties are bound.
(d)Subsequent Changes to Buyer’s Representations and Warranties. If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the “Buyer’s Representation Matter”), then the party who has learned, discovered or become aware of such Buyer’s Representation Matter shall promptly give written notice thereof to the other party and Buyer’s representations and warranties shall be automatically limited to account for the Buyer’s Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change. If Seller does not elect to terminate this Agreement, Buyer’s representation shall be qualified by such Buyer’s 13 4907-3946-7816v3/022283-0542
Representation Matter and Buyer shall have no obligation to Seller for such Buyer’s Representation Matter.
14.Fair Market Value Price. Each of Buyer and Seller believe that the Purchase Price represents the fair market value of the Real Property.
15.General Provisions.
(a)Condemnation. If any material portion of the Real Property shall be taken or appropriated by a public or quasi-public authority exercising the power of eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Real Property and receive all of the award or payment made in connection with such taking.
(b)Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, “Notices”) shall be in writing, shall be addressed to the receiving party as provided in this paragraph, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the appropriate address. For the purposes hereof, the addresses of the parties (until notice of a change thereof given in writing to the other party) shall be as follows:
If to Seller: Desert Christian Schools
44684 15th Street West
Lancaster, California 93534
Attention: Chris Johnson, Board Chairman
If to Buyer: City of Lancaster
44933 Fern Avenue
Lancaster, California 93534
Attention: Trolis Niebla, City Manager
(c)Brokers. Seller assumes sole responsibility for any consultants or brokers it may have retained in connection with the sale of the Real Property (and Buyer shall have no responsibility in connection with such matters). Seller agrees to and does hereby indemnify and hold the Buyer free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Seller in connection with this Agreement. Buyer assumes sole responsibility for any consultants or brokers it may have retained in connection with the purchase of the Real Property (and Seller shall have no responsibility in connection with such matters). Buyer represents to Seller that Buyer has engaged no consultants, finders or real estate brokers in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, finder’s fee or other compensation of any kind is due or owing to any person or entity in connection with this Agreement. Buyer agrees to and does hereby indemnify and hold the Seller free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed 14 4907-3946-7816v3/022283-0542
or otherwise, claiming through, under or by reason of the conduct of the Buyer in connection with this Agreement.
(d)Waiver, Consent and Remedies. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller’s and Buyer’s performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement. (e)Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof and, following Closing. (f)Remedies. Without limitation as to the availability of other remedies, this Agreement may be enforced by an action for specific enforcement. (g)Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday.
Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. (h)Extensions at Sole Discretion of Seller. In the event Buyer requests that Seller extend the time for sale of the Real Property, such request may be granted, conditionally granted or denied at the sole and absolute discretion of Seller. (i)Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A facsimile signature shall be deemed an original signature.
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(j)Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.
(k)Third Party Rights. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto.
(l)Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (m)Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.
(n)Applicable Law. This Agreement shall be governed by and construed in accordance with the local law of the State of California. (o)Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. (p)Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or written statements, representations or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (q)Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. (r)Survival. The provisions of subsection (f) of Section 7 hereof, as well as those portions of Sections 13 and 14 so indicated, shall be deemed to constitute provisions that survive Closing.
(s)Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party.
[signatures begin on the following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
SELLER:
FIRST BAPTIST CHURCH OF LANCASTER,
CALIFORNIA, a California nonprofit corporation
By:
Jonathan Boyett
Elder Board Chairman
BUYER:
CITY OF LANCASTER,
a municipal corporation and charter city
By:
Trolis Niebla
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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Acceptance by Escrow Holder:
First American Title Company hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between FIRST BAPTIST CHURCH OF LANCASTER, CALIFORNIA, a California nonprofit corporation (“Seller”), and CITY OF LANCASTER, a municipal corporation and charter city (“Buyer”) and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder.
Dated: _____________, 2025
FIRST AMERICAN TITLE COMPANY
By:
Name:
Its:
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EXHIBIT A
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Los Angeles, described as follows:
THE WEST HALF OF THE NORTH HALF OF THE NORTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 7 NORTH, RANGE 12 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND APPROVED BY THE SURVEYOR GENERAL ON JUNE 19, 1856. A PORTION OF THE ABOVE DESCRIPTION IS SHOWN IN BOOK 26, PAGE 46 OF RECORD OF SURVEYS IN THE OFFICE 9 F THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM AN UNDIVIDED 50% OF ALL OIL, MINERALS, GAS,
HYDROCARBON AND ALLIED SUBSTANCES IN AND UNDER SAID LANO, BUT
WITHOUT RIGHT OF SURFACE ENTRY, AS RESERVED BY GORDON SMITH BAILEY
AND BETTY MAY BAILEY, HUSBAND AND WIFE, IN THE DEED RECORDED APRIL 1, 1969 AS INSTRUMENT NO. 2491, OF OFFICIAL RECORDS.
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EXHIBIT B
DEED
RECORDING REQUESTED BY
AND
WHEN RECORDED MAIL TO:
City of Lancaster
44933 Fern Avenue
Lancaster, CA 93535
Attn: Economic Development
APN: 3129-028-001
[Space above for recorder.]
DOCUMENTARY TRANSFER TAX $(exempt;
no consideration; exempt from recording charges,
Government Code Section 27383)
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, FIRST BAPTIST CHURCH OF LANCASTER, CALIFORNIA, a California nonprofit corporation (“Grantor”), hereby grants to CITY OF LANCASTER, a municipal corporation and charter city, that certain real property located in the County of Los Angeles, State of California, more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference (the “Property”), subject to existing easements, restrictions and covenants of record.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of _____________, 2025.
FIRST BAPTIST CHURCH OF LANCASTER,
CALIFORNIA, a California nonprofit corporation
By:
Name: Jonathan Boyett
Title: Elder Board Chairman
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ATTACHMENT NO. 1 TO GRANT DEED
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Los Angeles, described as follows:
THE WEST HALF OF THE NORTH HALF OF THE NORTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 7 NORTH, RANGE 12 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND APPROVED BY THE SURVEYOR GENERAL ON JUNE 19, 1856. A PORTION OF THE ABOVE DESCRIPTION IS SHOWN IN BOOK 26, PAGE 46 OF RECORD OF SURVEYS IN THE OFFICE 9 F THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM AN UNDIVIDED 50% OF ALL OIL, MINERALS, GAS,
HYDROCARBON AND ALLIED SUBSTANCES IN AND UNDER SAID LANO, BUT
WITHOUT RIGHT OF SURFACE ENTRY, AS RESERVED BY GORDON SMITH BAILEY
AND BETTY MAY BAILEY, HUSBAND AND WIFE, IN THE DEED RECORDED APRIL 1, 1969 AS INSTRUMENT NO. 2491, OF OFFICIAL RECORDS.
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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.
STATE OF CALIFORNIA )
) ss.
COUNTY OF ____________ )
On ___________________________, before me, ______________________________, Notary Public, (Print Name of 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.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
________________________________________
Title(s)
________________________________________
Title Or Type Of Document
Partner(s) Limited General
Attorney-In-Fact
Trustee(s) ________________________________________
Number Of Pages
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________________________________________
Date Of Documents
Guardian/Conservator
Other: ______________________________
Signer is representing:
Name Of Person(s) Or Entity(ies)
________________________________________
________________________________________
________________________________________
Signer(s) Other Than Named Above
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EXHIBIT C
FIRPTA CERTIFICATE
TRANSFEROR’S CERTIFICATE OF NON-FOREIGN STATUS
To inform City of Lancaster (“Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”) will not be required upon the transfer of certain real property to the Transferee by the City of Lancaster (the, “Transferor”), the undersigned hereby certifies the following:
1. The Transferor is not a foreign person or citizen, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);
2. The Transferor’s social security number or U.S. employer identification number is as follows:
3. The Transferor’s home or office address is:
44622 15th Street West
Lancaster, California 93535
The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document.
FIRST BAPTIST CHURCH OF LANCASTER,
CALIFORNIA, a California nonprofit corporation
By:
Name: Jonathan Boyett
Title: Elder Board Chairman
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EXHIBIT D
SITE MAP
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EXHIBIT E
TEMPORARY OCCUPANCY AGREEMENT
This TEMPORARY OCCUPANCY AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2025 (the “Effective Date”), by and between FIRST BAPTIST CHURCH OF LANCASTER, CALIFORNIA, a California nonprofit corporation (the “Seller”), and CITY OF LANCASTER, a California municipal corporation and charter city (the “Buyer”).
The Seller and Buyer are individually referred to as a “Party” and collectively as the “Parties.”
RECITALS
A.Seller is the fee owner of that certain real property legally described in Exhibit A hereto, which is situated in Los Angeles County, located at 2340 W. Avenue J-8, Lancaster, CA 93534 and designated Assessor’s Parcel Number 3129‐028-001 (the “Property”). The Property is a 4.13-acre site improved with a 20,635-square-foot main building and four modular buildings for a total of 32,135 square feet.
B.Seller and Buyer have entered into a Purchase and Sale Agreement and Joint Escrow Instructions dated March 25, 2025 (“Purchase Agreement”), pursuant to which Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller the Property. The Purchase Agreement provides that Seller must deliver possession of the Property to Buyer on or before July 1, 2025 (“Possession Date”). As the Possession Date is after the Close of Escrow (as defined in the Purchase Agreement), the Parties are entering into this Agreement pursuant to the Purchase Agreement and as a condition precedent to the Close of Escrow.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1.Incorporation of Recitals. The foregoing recitals are incorporated in and constitute a substantive part of this Agreement.
2.Possession After Closing. Seller may remain in possession after the Closing until 11:59 p.m. on June 30, 2025. Seller shall deliver possession of the Property to Buyer no later than 12:00 a.m. on July 1, 2025 (“Possession Date”).
3.Temporary Occupancy Deposit. Upon the Close of Escrow, the Escrow Agent is authorized to and shall disburse $100,000.00 (“Occupancy Deposit”) of the Purchase Price to Buyer as security against damages arising out of (1) the cost and expense of enforcing timely removal; and/or (2) repair of damage, if any, caused by Seller and occurring after Closing; and/or (3) to apply to rent at the rate of $ __________ per day, which shall be the rent due and payable by Seller as of the Possession Date. Buyer shall refund the Occupancy Deposit, less any of the items specified in the preceding sentence, to Seller within 30 days of Seller delivering possession of the Property to Buyer.
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4.Utilities, Maintenance and Insurance. Seller shall be responsible for and pay all utilities used after the date of Closing and to the date of delivery of possession. Seller shall be responsible for and pay all obligations for maintenance and repair (other than related to casualty events) of the Property after the date of Closing and to the date of delivery of possession. Seller shall deliver the Property to Buyer in a physical condition equal to that which existed at the time of Closing. Seller shall obtain, maintain, and pay for such liability and other insurance policies as Buyer may require and with the coverage terms, limits, and endorsements as Buyer may require.
5.Seller’s Indemnity. From and after the Effective Date, Seller agrees to and shall indemnify, protect, defend, reimburse and hold Buyer and its elected or appointed officials, agents, employees and attorneys, harmless from and against any and all claims, actions, proceedings, lawsuits, orders, costs, liabilities, judgments, damages, fines, encumbrances, liens, penalties, punitive damages, losses and expenses (including without limitation all costs and expenses reasonably incurred to investigate and defend claims, whether or not such claim is ultimately defeated, and costs and expenses reasonably incurred for consultants, court fees, administrative fees, expert witness fees, and attorneys’ fees) of whatever kind or nature, contingent or otherwise, matured or not matured, foreseeable or unforeseeable, any of which are suffered or incurred by said indemnified parties, or assessed, levied or asserted by any person or entity (whether governmental or private) against said indemnified parties and relating to Seller’s occupancy and/or use of the Property, or any portion thereof. The indemnification obligations set forth in this section shall run with the land and shall survive the expiration or earlier termination of this Agreement.
6.Definitions. Any term or phrase not defined in this Agreement but defined in the Purchase Agreement shall have the meaning ascribed to it in the Purchase Agreement. [Signatures begin on next page.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
SELLER:
FIRST BAPTIST CHURCH OF LANCASTER,
CALIFORNIA, a California nonprofit corporation
By:
Jonathan Boyett
Elder Board Chairman
BUYER:
CITY OF LANCASTER,
a municipal corporation and charter city
By:
Trolis Niebla
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney