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1 PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (this “ Agreement”) is made as of , 2026 (the “Effective Date”), between the SAN BERNARDINO CITY UNIFIED SCHOOL DISTRICT, a public school district validly existing under the Constitution and Laws of the State of California (“ Seller”), and the CITY OF SAN BERNARDINO, a charter city and municipal corporation (“Buyer”).
ARTICLE 1. AGREEMENT OF SALE.
Subject to and on the terms and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller all of the following:
1.1 Land. The real property which is more particularly described in Exhibit A, together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including without limitation all minerals, oil, gas and other hydrocarbon substances on and under the real property, (b) all development rights, air rights, water, water rights and water stock relating to the real property, and (c) all right, title and interest of Seller in and to any streets, alleys, passages, other easements and o ther rights-of-way or appurtenances included in, adjacent to or used in connection with such real property, before or after the vacation thereof (collectively, the “Land”);
1.2 Improvements. Any and all structures, systems, facilities, fixtures, fences and parking areas located on the Land and other improvements located upon the Land, including, but not limited to, the building and parking lot improvements and property known as the “Smart Technology Building” located at 793 N “E” Street, San Bernardino, California (collectively, the “Improvements”).
The Land and the Improvements are sometimes collectively referred to in this Agreement as the “Property.”
1.3 Personal Property. All of Seller’s right, title and interest in and to any personal property described in the Personal Property Inventory attached hereto in Schedule 1 to Exhibit C (collectively, the “Personal Property”).
1.4 Other Assets. To the extent owned by Seller, all tangible and intangible assets of any nature relating to the Property or the Personal Property, including without limitation (a) all warranties upon the Improvements or Personal Property, to the full extent such warran ties are assignable, (b) copies of all plans, specifications, engineering drawings and prints relating to the construction of the Improvements in Seller’s possession. 55600.00206\44237576.3
2 ARTICLE 2. PURCHASE PRICE.
2.1 Background. The amount of Three Million Six Hundred Sixty Eight Thousand Seven Hundred and Forty Dollars and Thirteen Cents ($3,6 67,740.13) shall be paid to Seller on the Closing Date, subject to any credits or apportionments as provided for under this Agreement, simultaneously with delivery of the Grant Deed, by certified or official bank checks or by one or more wire transfers of immediately available federal funds to an account, or accounts, designated in writing by Seller (the “ Purchase Price”). The P urchase Price paid by Buyer to Seller is all - inclusive of Seller’s interest in the Property, any rights or obligations which exist or may arise out of the acquisition of the Property, the Personal Property, and all interests set forth in Article 1.
2.2 Deposit/Purchase Price. Within 10 business days after the Effective Date, Buyer shall deposit $ 100,000 into Escrow (as defined below) into an interest-bearing account on behalf of Buyer (the “ Deposit”). The Escrow shall be deemed opened when the Parties have given Escrow Holder an executed copy of this Agreement. The deposit shall be refundable to Buyer in the event the Buyer Conditions set forth in Section 4.1 are not satisfied or waived by the dat es provided for in this Agreement. If the Closing of the transaction contemplated by this transaction occurs, the Deposit shall be disbursed to Seller and applied to the Purchase Price at Closing. The failure of Buyer to make the Deposit within the time frame specified in this Section shall be a material breach of this Agreement and Seller may terminate the Agreement. Buyer shall pay the Purchase Price to Seller through escrow at the Closing described in Section 9.1. On or before the Closing Date (as defined below), Buyer shall deposit into Escrow the Purch ase Price, subject to adjustment by reason of any applicable prorations and the allocation of closing costs described below. The Deposit and Purchase Price shall be made by wire transfer of federal funds, cashier’s check or in another immediately available form. Notwithstanding anything herein to the contrary, One Hundred Dollars ($100.00) of the Initial Deposit (the “ Independent Consideration”) shall not be refundable to Buyer, but shall represent consideration for this Agreement and shall be paid to Sel ler within 3 days of the Effective Date. The Independent Consideration shall serve as consideration for the granting of the time periods herein contained for Buyer to exercise Buyer’s right to satisfy and approve all of Buyer’s conditions herein contained.
ARTICLE 3. DUE DILIGENCE.
3.1 Due Diligence Period; Inspection and Access.
3.1.1 Due Diligence Period . The “ Due Diligence Period ” means the period beginning the later of (a) the Effective Date or (b) the date on which Buyer has received all of the Preliminary Documents (defined in Section 3.3) from Seller and ending at 5:00 p.m. PST on the date that is 90 days later.
3.1.2 Access to Information and the Property . Buyer shall conduct its investigation of the Property during the Due Diligence Period at no cost to Seller. This investigation (“ Due Diligence Investigation ”) may include, at Buyer’s option: a physical inspection of the Land and all Improvements thereon, including soil, geological and other tests, engineering evaluations of the mechanical, electrical, HVAC and other systems in the Improvements and review of the Plans; review of all governmental matters affecting the Property, including zoning, environmental and building permit and occupancy matters; review and 55600.00206\44237576.3
3 verification of all financial and other information previously provided by Seller relating to the operation of the Property; review of the condition of title to the Property, including the building, structural system and roof inspection; and review of such other matters pertaining to an investment in the Property as Buyer deems advisable. In addition to the Preliminary Documents delivered to Buyer pursuant to Section 3.3, Buyer and its representatives shall have the right to request and schedule (e-mail shall be an acceptable means for purposes of coordinating) access during reasonable business hours to all files, books and records maintained by Seller or its agents, wherever located, relating to the Property, including the right to copy the same, except with respect to any files, books and records exempt from d isclosure under the California Public Records Act. Buyer and its representatives shall also have the right of access to the Property during reasonable business hours to conduct its investigation of t he physical condition of the Property. Seller agrees that the rights granted to Buyer herein and the results of its Due Diligence Investigation shall not relieve Seller of any obligations Seller may have under any other provisions of this Agreement, or un der other documents entered into concurrently herewith, or implied by law, nor shall they constitute a waiver by Buyer of the right to enforce any of the same.
Seller shall cooperate with Buyer in its due diligence activities.
3.2 Indemnification and Hold Harmless . Buyer shall indemnify and hold Seller harmless from all damage, liability, cost, expense, liens, personal injury, property damage, loss or other claim that may arise from or in connection with entry onto the Property by Buyer, its agents, consultants, engineers and other professionals retained by Buyer during the Due Diligence Period.
Buyer shall notify Seller, in writing, at least three (3) business days before conducting any soils or other invasive testing. Buyer shall also notify Seller verbally if Buyer’s investigation and testing discovers any hazardous or toxic materials, archeological artifacts or endangered species and shall obtain Seller’s consent before including such findings in any written report or disclosing such information to any third party. Buyer shall, in a timely manner, repair any and all damage to the Property caused by Buyer, its agents, employees, consultants, engineers, and other professionals by Buyer, during such inspections or investigations.
3.3 Delivery of Preliminary Documents . Within 5 business days after the Effective Date, Seller shall deliver to Buyer, at Seller’s expense, all of the documents described in the remaining subsections of this Section 3.3 (collectively, the “Preliminary Documents”) in Seller’s possession or control.
3.3.1 Title Report and Survey. A preliminary title report or commitment for title insurance (the “Preliminary Title Report ”). Buyer, at Buyer’s sole cost, may obtain an as-built survey of the Property (the “ Survey”) prepared by a certified land surveyor in accordance with the most recent American Land Title Association standards, certified by such surveyor to Buyer and the Title Company in a form acceptable to the Title Company for the purpose of deleting any survey exception from the Title Policy described in Section 4.1.3.
3.3.2 Plans. If available, copies of all as -built plans and specifications for the Improvements including, without limitation, the plans and specifications for and a complete description of all existing renovations and Improvements to the Property and all rentable s pace therein, and as-built drawings for all underground utilities (collectively, the “Plans”); 55600.00206\44237576.3
4 3.3.3 Soils Report. Any soils report on the Land prepared at Seller’s request or in the possession or control of Seller, including (if available) a report on compliance with any soils work recommended to be done prior to construction of the Improvements;
3.3.4 Engineers’ Reports . Any structural, mechanical, environmental or geological reports concerning the Property which have been prepared at Seller’s request or which are within Seller’s possession or control;
3.3.5 Licenses, Etc. Copies of any licenses, permits or certificates required by governmental authorities in connection with construction or occupancy of the Improvements, including, without limitation, building permits, certificates of completion, certificates of occupancy and environmental permits and licenses;
3.3.6 Inspection Reports. Copies of all written reports received by Seller within three (3) years prior to the Effective Date from Seller’s insurance companies, any governmental agency or any other person or entity, which requires or demands correction of any condition, or requests modification in or termination of any uses of the Property, accompanied by Seller’s summary of (a) any oral reports from such insurance companies or governmental agencies, and (b) the present status of any matter noted in any oral or written report;
3.3.7 Agreements. Copies of written easements, covenants, restrictions, agreements, contracts and other documents, whether existing or, to the knowledge of Seller, proposed as of the Effective Date, including without limitation any agreements relating to the insurance, service, operation, repair, supply, advertising, promotion, sale, leasing or management of the Property, which (a) affect the Property and (b) are not disclosed by the Preliminary Title Report;
3.3.8 Warranties/Roof Inspections/HVAC Inspections . Copies of any and all guarantees or warranties and other rights given to Seller in connection with the construction, maintenance, repair or remodeling of the Improvements, periodic inspections, or the purchase of any of the Personal Property;
3.3.9 Insurance Policies. Copies of certificates evidencing the insurance carried by Seller of the Property;
3.3.10 Other Documents . All data, correspondence, documents, agreements, waivers, notices, applications and other records with respect to the Property relating to transactions with taxing authorities, governmental agencies, utilities, vendors and others with whom Buyer may be dealing from and after the Closing Date; and
3.3.11 Requested Information . Such other documents and information concerning the Property as Buyer may reasonably request.
3.4 Approval/Disapproval of Due Diligence Investigations . Buyer shall approve or disapprove the results of Buyer’s Due Diligence Investigation, in the exercise of Buyer’s sole discretion, by written notice delivered to Seller no later than the expiration of the Due Diligence Period. Buyer’s disapproval shall terminate this Agreement unless, at the time Buyer gives notice of its disapproval, Buyer also notifies Seller of Buyer’s desire to enter into negotiations with Seller 55600.00206\44237576.3
5 for the purpose of reaching an accommodation concerning the disapproval. If Buyer so notifies Seller and the parties have not reached a written agreement satisfactory to both of them regarding the disapproval within 10 days after the date of the disapprov al notice, Buyer, at its option, may either (a) elect to terminate this Agreement by so notifying Seller and recover the Deposit, or (b) elect to proceed with the transactions contemplated by this Agreement notwithstanding its earlier disapproval in which case the condition precedent to Buyer’s obligations set forth Section 4.1.1 shall be deemed waived. If Buyer fails to deliver to Seller notice of its approval or disapproval of the results of its Due Diligence Investigation, Buyer shall be deemed to have approved such results.
If Buyer elects to terminate the Agreement, Buyer shall return to Seller all of the Preliminary Documents previously delivered by Seller to Buyer within 5 business days of such termination.
3.5 Title Review.
3.5.1 Monetary Liens . At its expense, Seller shall remove all liens on the Property at or prior to the Closing (collectively, “ Monetary Liens”): (i) all delinquent taxes, bonds and assessments and interest and penalties thereon (it being agreed that Seller shall not be required to remove any non -delinquent taxes and assessments imposed by any governmental agency that are paid with the property taxes for the Property), if any; and (ii) all other monetary liens, including without limitation all those shown on the Preliminary Title Report (including judgment and mechanics’ liens, whether or not liquidated, and mortgages and deeds of trust, with Seller being fully responsible for any fees or penalties incurred in connection therewith).
3.5.2 Approval/Disapproval of Title Review. Buyer shall approve or disapprove of the Preliminary Title Report, the Survey and any exceptions to title shown thereon (other than the Monetary Liens) in the exercise of Buyer’s sole discretion, by the expiration of the Due Diligence Period. If Buyer disapproves, Buyer may either (a) terminate this Agreement by giving Seller written notice of termination or (b) give Seller a written notice (“ Disapproval Notice”) identifying the disapproved title matters (“ Disapproved Title Matters”). With respect to any Disapproved Title Matters, other than the Monetary Liens, Seller shall notify Buyer in writing within 5 days after Seller’s receipt of the Disapproval Notice whether Seller will cause the Disapproved Title Matters to be removed or cured at or prior to Closing. If Seller elects not to remove or cure all Disapproved Title Matters, Buyer may, at its option: (i) subject to satisfaction of the other conditions to Closing, close the purchase of the Property and take title subject to the Disapproved Title Matters which Seller elects not to remove or cure; or (ii) terminate this Agreement in accordance with Section 9.6.1 within 5 days. In the event Buyer elects to close the purchase of the Property and take title subject to the Disapproved Title Matters, the condition precedent to Buyer’s obligations set forth Section 4.1.2 shall be deemed waived . If any Disapproved Title Matters (including the Monetary Liens) have not been removed at least 5 days prior to Closing or provision for their re moval at the Closing has not been made to Buyer’s satisfaction, Buyer may demand reimbursement of the costs of such cure or removal as a condition of Closing, but only to the extent such costs are expended to remove (A) Monetary Liens referred to in Section 3.5.1 or (B) Disapproved Title Matters which Seller agreed to remove.
3.5.3 Failure to Disapprove . If Buyer fails to notify Seller of its approval or disapproval of the Preliminary Title Report, the Survey or the exceptions shown thereon by the end of the Due Diligence Period, then Buyer shall be deemed to have approved the same. 55600.00206\44237576.3
6 ARTICLE 4. CONDITIONS PRECEDENT.
4.1 Buyer’s Conditions . Buyer’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.1 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or in part by Buyer by written notice to Seller.
4.1.1 Due Diligence. Buyer having approved of the results of its Due Diligence Investigation pursuant to Section 3.4. Subject to the provisions of Section 3.4, this condition shall be deemed waived at the end of the Due Diligence Period.
4.1.2 Title Review. Buyer having approved of the results of its review of title pursuant to Section 3.5. Subject to the provisions of Section 3.5, this condition shall be deemed waived at the end of the Due Diligence Period.
4.1.3 Title Policy. Title Company’s irrevocable commitment to issue an ALTA standard policy of title insurance, (“Buyer’s Title Policy”), insuring Buyer in the amount of the Purchase Price that title to the Real Property is vested of record in Buyer on the Closing Date, subject only to the printed conditions and exceptions of such policy, together with such endorsements to the policy as Buyer deems advisable in its reasonable discretion. Prior to the Closing, Seller shall execute and deliver to the Title Company an Owner’s Affidavit or other documents, in form and substance acceptable to the Title Company, as may be necessary to cause it to issue the title insurance policy and endorsements provided for above.
4.1.4 Performance of Covenants . Seller performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at the Closing.
4.1.5 Representations and Warranties . The representations and warranties of Seller set forth in Article 5 being true and accurate on the Closing Date, as if made on such date.
4.1.6 Non-Foreign Certification. Seller having executed and delivered to Buyer on or prior to the Closing Date a certification (the “ Non-Foreign Certification”), substantially in the form of Exhibit B.
4.1.7 Council Approval. Buyer having obtained approval of this Agreement in writing from both the Mayor and City Council of the City of San Bernardino.
4.1.8 Compliance with Government Code Section 65402 . In accordance with Government Code section 65402, the Planning Commission for the City of San Bernardino shall have provided its finding of compliance with the San Bernardino General Plan.
4.2 Seller’s Conditions . Seller’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.2 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or part by Seller by written notice to Buyer.
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7 4.2.1 Covenants. Buyer performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Buyer prior to or at the Closing.
4.2.2 Board of Education Approval. Seller’s Board of Education has approved this Agreement and authorized the Seller’s Superintendent or designee to execute and carry out the terms of the Agreement.
4.2.3 Surplus Land Act Exemption . The Department of Housing and Community Development has notified Seller in writing that the disposition of the Property pursuant to the terms of the Agreement qualifies as a disposition of “exempt surplus land” as defined in California Government Code s ection 54221(f), in accordance with the California Surplus Land Act (Cal. Gov. Code section 54220 et seq.).
4.2.4 Legal challenges. No legal challenge seeking to invalidate or halt the sale of the Property shall have been filed.
4.2.5 Representations and Warranties. The representations of Buyer set forth in Article 6 being true and accurate on the Closing Date, as if made on such date.
4.3 Further Assurances. Where satisfaction of any of the foregoing conditions requires action by Buyer or Seller, each Party shall use its diligent best efforts, in good faith, and at its own cost, to satisfy such condition. Where satisfaction of any of the foregoing conditions is within the discretion of a party, satisfaction of the condition shall be in such Party’s sole and absolute discretion.
ARTICLE 5. SELLER’S REPRESENTATIONS AND WARRANTIES.
Seller hereby makes the following representations and warranties to Buyer, each of which (i) is material and relied upon by Buyer in making its determination to enter into this Agreement, (ii) is to the actual knowledge of Seller true in all respects as of the Effective Date and shall be true in all respects on the Closing Date, and (iii) shall survive the Closing Date for a period of nine (9) months. “Actual knowledge” means the actual knowledge, without independent investigation or any duty to investigate, of Thomas Pace, Jennifer Dubon and Sean MacDowell:
5.1 Seller has full right, power, and authority to enter into this Agreement and to perform Seller’s obligations hereunder. This Agreement and all other documents delivered by Seller to Escrow Holder under Section 9.3 at, or prior to, the Closing Date, have be en or will be duly executed and delivered by Seller and are legal, valid, and binding obligations of Seller, sufficient to convey to Buyer good and marketable title to the Property, are enforceable in accordance with their respective terms, and do not violate any provision of any agreement to which Seller is a Party.
5.2 To Seller’s actual knowledge, there are no pending or threatened, actions, suits, writs, injunctions, decrees, legal proceedings or governmental investigations against or affecting the Property or relating to the ownership, maintenance, use or operation of the Property. 55600.00206\44237576.3
8 5.3 To Seller’s actual knowledge, and except as may otherwise be stated in the Preliminary Documents, Seller has not received any notices nor has any actual knowledge of any violation of any laws, ordinances, rules, regulations or requirements of any governmental agency, body or subdivision affecting or relating to the Buyer’s intended use of the Property for a police facility.
5.4 To Seller’s actual knowledge, there are no leases, rights of first refusal, or other agreements relating to the right of possession and/or occupancy of the Property by any person or entity that will survive the Closing, except for those matters of record a pproved or waived by Buyer pursuant to Section 3.4 above.
5.5 To Seller’s actual knowledge, Seller is not aware that the Property, or Seller, are in violation of any applicable Federal, State or local statute, ordinance, order, requirement, law, or regulation materially adversely affecting the Property or construction of any improvement thereon in connection with Buyer’s intended use of the Property for a police facility. Seller has received no notice of any such violation of applicable law.
5.6 To Seller’s actual knowledge, Seller has not caused or knowingly permitted any contamination by Hazardous Materials to occur on, at, about, or within the Property, or any portion thereof, and otherwise does not have actual knowledge of any such contaminati on of Hazardous Materials existing on, at, about, or within the Property, or any portion thereof.
5.6.1 “Hazardous Materials” when used in this Agreement shall mean any hazardous waste, hazardous substance, hazardous materials or toxic substances as defined, as of the Closing Date, in any federal, state, or local statute, ordinance, rule, or regulation applicable to the Property, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (Title 42 United States Code sections 9601- 9675), the Resource Conservation and Recovery Act (Title 42 United States Code sections 6901- 6992k), the Carpenter -Presley-Tanner Hazardous Substance Account Act (Health and Safety Code sections 78000 -81050), Hazardous Waste Control Law (Health and Safety Code section 25100-25259); the Hazardous Materials Transportation Act, as amended (Title 49 United States Code sections 5101-5128); and any substance defined as “hazardous waste” in Health and Safety Code section 25117 or as a “hazardous substance” in Health and Safety Code section 78075, and in the regulations adopted and publications promulgated under these laws. “Hazardous Materials” shall also include asbestos or asbestos -containing materials, radon gas, and petroleum or petroleum fractions, whether or not defined as a hazardous waste or hazardous substance in any such statute, ordinance, rule, or regulation.
5.7 Disclaimer of Warranties; “AS IS” Purchase . Except as it relates to Seller’s Representations and Warranties set forth in Article 5, Buyer acknowledges that it will have had an opportunity to conduct its Due Diligence Investigation of the Property and will acquire the Property in its current condition based thereon. Buyer acknowledges and agrees that the Property is to be conveyed by Seller to Buyer “as is, with all faults,” and substantially in its current condition. Buyer further acknowledges and ag rees that, except for the representations and warranties by Seller set forth in this Article 5, the sale of the Property to Buyer is made without any warranty or representation of any kind by Seller, either express or implied or arising by operation of law , and Seller shall have no liability with respect to the nature, value, uses, 55600.00206\44237576.3
9 habitability, merchantability, suitability, condition, design, operation, rents, financial condition or prospects, fitness for purpose or use, or the manner, construction, condition or state of repair or lack of repair of the Improvements of the Property (or any part thereof), or any other aspect, portion or component of the Property whatsoever, it being specifically understood and agreed that Buyer shall have full opportunity, during the Due Diligence Investigation, to determine for itself the condition of the Property.
Buyer’s Initials:_________
ARTICLE 6. BUYER’S REPRESENTATIONS AND WARRANTIES.
Buyer makes the following representations and warranties to Seller with the understanding that each such representation and warranty is material and is being relied upon by Seller:
6.1 Buyer’s Authority. The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is necessary on the part of Buyer in order to consummate the transactions contemplated herein.
6.2 No Conflict. Neither the execution nor delivery of this Agreement by Buyer, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Buyer was organized, or any agreement to which Buyer is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Buyer.
ARTICLE 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
7.1 Survival of Warranties . Buyer and Seller agree that each representation and warranty by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall be deemed made as of the date of this Agreement or such writing and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing, for a period of nine (9) months.
7.2 Notice of Changed Circumstances . If either party becomes aware of any fact or circumstances which would render false or misleading a representation or warranty made by such party, then it shall immediately give notice of such fact or circumstance to the other party, but such notice shall not relieve any party of any liabilities or obligations with respect to any representation or warranty.
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10 ARTICLE 8. SELLER’S PRE-CLOSING COVENANTS.
Seller shall comply with the covenants contained in this Article 8 from the Effective Date through the Closing Date unless Buyer consents otherwise in writing. Buyer may grant or withhold any such consent requested by Seller in Buyer’s sole discretion.
8.1 Contracts and Documents. Seller shall not, without Buyer’s approval, not to be unreasonably withheld or delayed, (a) amend or waive any right under any Preliminary Document or Additional Document, or (b) enter into any material agreement of any type affecting the Property that would survive the Closing Date.
8.2 Insurance. Seller shall maintain or cause to be maintained in full force and effect its present insurance policies for the Property.
8.3 Compliance with Obligations . Seller shall fully and timely comply with all obligations to be performed by it under the Preliminary Documents, all permits, licenses, approvals and laws, regulations and orders applicable to the Property.
8.4 No Transfers. Seller shall not sell, encumber or otherwise transfer any interest in all or any portion of the Property, or agree to do so.
8.5 Maintenance. At its sole cost and expense, Seller shall operate and maintain the Property such that on the Closing Date the Property (including the building and all Improvements) shall be in substantially the same condition and repair as on the Effective Date, reaso nable wear and tear excepted. Without limiting the generality of the foregoing, Seller shall, at a minimum, spend such amounts for repair and maintenance as are consistent with its prior practice. Seller shall promptly advise Buyer of any significant repair or improvement required to keep the Property in such condition. Seller shall not make any material alterations to the Property, or remove any of the Personal Property therefrom, without Buyer’s prior consent.
ARTICLE 9. CLOSING.
Provided all conditions set forth in Article 4 have been either satisfied or waived, the parties shall close this transaction (the “Closing”), on the date which is 15 days after the expiration of the Due Diligence Period (the “Closing Date”), as such date may be extended by the provisions of Article
10. 9.1 Escrow. This Article 9, together with such additional instructions as Commonwealth Land Title Insurance Company, Attention: Kathleen Religioso, Title Officer, 601 S. Figueroa Street, Suite 4000, Los Angeles, California 90017 (“ Escrow Holder ”), shall reasonably request and the parties shall agree to, shall constitute the escrow instructions to Escrow Holder. If there is any inconsistency between this Agreement and the Escrow Holder’s additional escrow instructions, this Agreement shall contr ol unless the intent to amend this Agreement is clearly stated in said additional instructions. Buyer and Seller shall cause Escrow Holder to execute and deliver a counterpart of this Agreement to each of them. If the Title Company does not serve as the Escrow Holder, the Title Company shall provide a letter to Buyer, in form and content acceptable to Buyer, pursuant to which the Title Company accepts responsibility and liability for the acts and omissions of Escrow Holder in discharging Escrow Holder’s obligations 55600.00206\44237576.3
11 hereunder, including, without limitation, any acts or omissions of Escrow Holder relating to the Title Company’s commitment to issue the Title Policy, the receipt, recordation or delivery of any documents placed into escrow, and the receipt and disbursement of any funds placed into escrow.
9.2 Seller’s Deposit of Documents and Funds Into Escrow . Seller shall deposit into escrow on or before Closing the following documents:
9.2.1 A duly executed and acknowledged grant deed, in the form acceptable to Buyer, conveying the Property to Buyer (“Grant Deed”) in the form attached as Exhibit E;
9.2.2 A duly executed bill of sale, in the form of Exhibit C , conveying the Personal Property to Buyer free and clear of liens, encumbrances and restrictions (“Bill of Sale”);
9.2.3 A duly executed assignment, in the form of Exhibit D, assigning to Buyer all of Seller’s interest (a) in the Plans, (b) in all warranties of which Seller is the beneficiary with respect to the Property, and (c) in all intangible assets of the Property (the “ General Assignment”);
9.2.4 A one-half share of the costs of Closing, including, but not limited to, the ALTA standard increment of the premium for the Title Policy, recording fees (if any), the escrow fees, and any other costs of Closing, plus or minus prorations as provided in Section 9.8; provided that, subject to Section 9.6, Buyer and Seller shall bear their own attorneys’ fees and costs in connection with the negotiation and preparation of this Agreement and the transactions completed by this Agreement;
9.2.5 Seller’s Non-foreign Certification;
9.2.6 All records and files relating to the management or operation of the Property, including, but not limited to, insurance;; and
9.2.7 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement; and
9.2.8 Form 593.
9.3 Deliveries Outside of Escrow. Notwithstanding Section 9.3, Seller and Buyer may elect to deliver the documents described in Section 9.3 outside of escrow (other than documents which are to be recorded) by giving Escrow Holder a joint written notice of such election, specifying the d ocuments which will be so delivered outside of escrow. Upon receipt of such notice, Escrow Holder shall have no further obligation concerning such specified documents.
9.4 Buyer’s Deposit of Documents and Funds. Buyer shall deposit into escrow:
9.4.1 The Purchase Price in accordance with the provisions of Article 2 and a one-half share of the costs of Closing as provided in Section 9.3.4, plus or minus prorations as provided in Section 9.8, by electronic transfer of federal funds to Escrow Holder, on or before the Closing Date; and
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12 9.4.2 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.
9.5 Default, Termination and Remedies.
9.5.1 Buyer’s Termination . This Agreement shall automatically terminate without further notice or action by Buyer upon the occurrence of any of the following events, provided that Buyer is not then in material breach of this Agreement: (a) any condition to Closing contained in S ection 4.1 has not been satisfied or waived by Buyer in accordance with this Agreement; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.3 (disapproval of Due Diligence Investigation), Section 3.4 (disapproval of title) or Article 10 (damage or condemnation). In such event, the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. If this Agreement terminates as a result of Seller’s material breach of this Agreement, Buyer shall have all remedies it may have hereunder or at law as a result of such occurrence, including the remedy of specific performance.
9.5.2 Seller’s Termination. Provided that Seller is not then in material breach of this Agreement, this Agreement shall automatically terminate without further notice or action by Seller if any condition to Closing contained in Section 4.2 has not been satisfied or waived by Seller by the Closing Date.
9.5.3 Release from Escrow . Upon termination of this Agreement pursuant to Section 9.6.1 or 9.6.2, Escrow Holder shall promptly return to Buyer and Seller, respectively, all documents and monies deposited by them into escrow without prejudice to their rights and remedies hereunder.
9.5.4 Remedies.
(a) Buyer’s Remedies. If Seller breaches this Agreement, Buyer shall be entitled to pursue all remedies permitted herein and by law, including the remedy of specific performance. No termination of the escrow by Buyer following a breach by Seller shall be deemed to waive such breach or any remedy otherwise available to Buyer. (b) Seller’s Remedies/Liquidated Damages. IF BEFORE THE CLOSE OF ESCROW BUYER FAILS TO COMPLY WITH OR PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.6) DOES NOT CURE SUCH FAILURE WITHIN TEN BUSINESS DAYS AFTER SELLER’S WRITTEN NOTICE OF SUCH FAIL URE, THEN SELLER MAY THEREAFTER: (I) TERMINATE THIS AGREEMENT; (II) RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IF SUCH DEFAULT OCCURS AFTER BUYER’S DUE DILIGENCE PERIOD; AND (III) EXERCISE THE OTHER RIGHTS AND REMEDIES RESERVED BY SELLER AS PROVIDED IN THIS PARAGRAPH. IN THE EVENT SELLER TERMINATES THIS AGREEMENT BY REASON OF BUYER’S DEFAULT, BUYER AND
SELLER SHALL BE RELIEVED OF ANY FURTHER OBLIGATION TO EACH OTHER
WITH RESPECT TO THIS AGREEMENT AND THE PROPE RTY EXCEPT FOR ANY 55600.00206\44237576.3
13 OBLIGATIONS WHICH EXPRESSLY SURVIVE. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY BUYER AND SELLER: THAT SELLER WILL INCUR SUBSTANTIAL
DAMAGES AS A RESULT OF ANY FAILURE BY BUYER TO COMPLY WITH OR PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT; THAT IT IS
EXTREMELY DIFFICULT AND IMPRACTICAL TO CALCULATE AND ASCERTAIN AS
OF THE EFFECTIVE DATE OF THIS AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IN SUCH EVENT BY SELLER; AND THAT THE DEPOSIT IS A
REASONABLE ESTIMATE OF THE EXTENT TO WHICH SELLER MAY BE DAMAGED BY BUYER’S DEFAULT IN LIGHT OF THE DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER’S ACTUAL DAMAGES AS A RESULT OF SUCH DEFAULT BY BUYER.
_________________ _________________
SELLER’S INITIALS BUYER’S INITIALS
(c) Waiver of Specific Performance. SELLER HEREBY WAIVES THE RIGHT TO MAINTAIN AN ACTION FOR SPECIFIC PERFORMANCE OF BUYER’S
OBLIGATION TO PURCHASE THE PROPERTY AND SELLER AGREES THAT SELLER
CAN BE ADEQUATELY COMPENSATED IN MONEY DAMAGES IF BUYER FAILS TO PURCHASE THE PROPERTY IN BREACH OF THIS AGREEMENT. SELLER
ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL
PART OF THE CONSIDERATION BEING GIVEN TO BUYER FOR ENTERING INTO THIS
AGREEMENT AND THAT BUYER WOULD BE UNWILLING TO ENTER INTO THIS AGREEMENT IN THE ABSENCE OF THE PROVISIONS OF THIS PARAGRAPH. _________________ _________________
SELLER’S INITIALS BUYER’S INITIALS
9.6 Closing. When Escrow Holder has received all documents and funds identified in Sections 9.3 and 9.5, has received notification from Buyer and Seller that all conditions to Closing to be satisfied outside of escrow have been satisfied or waived and Title Company is irrevocably committed to issue the Title Policy, then, and only then, Escrow Holder shall:
9.6.1 Record the Grant Deed;
9.6.2 Cause the Title Company to issue the Title Policy to Buyer;
9.6.3 To the extent not otherwise delivered to Buyer outside of escrow, deliver to Buyer: (a) a conformed copy (showing all recording information thereon) of the Grant Deed; (b) fully executed original counterparts of the Bill of Sale, the General Assignment; an d (c) the Seller’s Certificate and the Non-foreign Certification; and
9.6.4 Deliver the Purchase Price (as adjusted pursuant to Section 9.8) to Seller.
Escrow Holder shall prepare and sign closing statements showing all receipts and disbursements and deliver copies to Buyer and Seller and, if applicable, shall file with the Internal Revenue Service (with copies to Buyer and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code.
55600.00206\44237576.3
14 9.7 Prorations. Subject to the other provisions of this Section 9.8, all receipts and disbursements of the Property will be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date. Not less than five business days prior to the Closing, Seller shall submit to Buyer for its approval a tentative prorations schedule showing the categories and amounts of all prorations proposed, including all rents and operating expenses. Security deposits (if any) shall be credited to Buyer from Seller proceeds. The parties shall agree on a final prorations schedule prior to the Closing and shall deliver the same to Escrow Holder. If following the Closing either party discovers an error in the prorations statement, it shall notify the other party and the par ties shall promptly make any adjustment required. The parties agree that any trailing bills that pertain to the Property operations before the Closing Date, which are not available as of Closing, may be presented to Buyer for proration and reimbursement up to forty five (45) days after Closing. Failure to provide any bills by such date shall be a waiver by Seller of such reimbursement and Buyer shall have no further obligation for any such bills and Property expenses. This section 9.8 shall survive closing.
9.7.1 Capital Expenditures and Accounts Payable . All capital and other improvements (including labor and material) which have been performed or contracted for, by or on behalf of Seller prior to the Closing Date, and all sums due for accounts payable which have been incurred with respect to the Property prior to the Closing Date shall be paid by Seller. Buyer shall furnish to Seller for payment any bills for such period received after the Closing Date, and Buyer shall have no further obligation with respect thereto.
9.7.2 Property Taxes. Buyer and Seller acknowledge there are no real property taxes currently assessed against the Property. If any property taxes are determined by the applicable taxing authority to exist and are payable for any period up to and including the Closing Date, Seller shall be solely responsible for the payment of such amounts.
9.7.3 Utility Charges. All utility charges shall be prorated as of the Closing Date and Seller shall obtain a final billing therefor. All utility security deposits, if any, shall be retained by Seller.
9.8 Possession. Seller shall deliver exclusive right of possession of the Property to Buyer on the Closing Date, subject only to the Conditions of Title.
ARTICLE 10. DAMAGE, DESTRUCTION AND CONDEMNATION.
This Agreement shall be governed by the Uniform Vendor and Purchaser Risk Act as set forth in Section 1662 of the California Civil Code as supplemented and modified by this Article 10. Seller shall promptly notify Buyer in writing of any material damage t o the Property and of any taking or threatened taking of all or any portion of the Property. Within a reasonable period of time after receipt of such notice, Buyer shall determine whether a material part of the Property has been damaged or whether such taking or threatened taking has affected or will affect a material part of the Property. As used herein, (a) the destruction of a “ material part” of the Property shall be deemed to mean an insured or uninsured casualty to the Property having an estimated cost of repair which in the reasonable judgment of Buyer equals or exceeds $850,000; and (b) a taking by eminent domain of a portion of the Prope rty shall be deemed to affect a “material part” of the Property if in the reasonable judgment of Buyer the estimated value of the 55600.00206\44237576.3
15 portion of the Property taken exceeds $850,000. Upon making its determination, Buyer shall notify Seller in writing of the results of such determination. Buyer may elect, by written notice delivered to Seller within 30 days after giving Seller notice of such determination, to terminate this Agreement in accordance with Section 9.6.1 if a material part of the Property has been damaged or if such taking has affected or will affect a material part of the Property. If Buyer does not so terminate, (i) in the case of damage to a material part of the Property, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage and shall pay Buyer at the Closing the amount of the deductible, if any, and (ii) in the c ase of a threatened or actual taking of a material part of the Property, Seller shall assign to Buyer at the Closing Seller’s entire right, title and interest in the proceeds thereof. If between the Effective Date and the Closing Date the Property suffers damage which is not material, Seller shall repair such damage at its expense prior to the Closing, and the Closing Date shall be extended for a reasonable period of time not to exceed 30 days to allow for completion of such repairs. The Closing Date shall be extended as necessary to permit Buyer to exercise its rights under this Article
10. ARTICLE 11. GENERAL.
11.1 Notices. All notices, demands, approvals, and other communications provided for in this Agreement shall be in writing and shall be effective (a) when personally delivered to the recipient at the recipient’s address set forth below; (b) five business days after d eposit in a sealed envelope in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed to the recipient as set forth below; or (c) one business day after deposit with a recognized overnight couri er or delivery service, addressed to the recipient as set forth below, whichever is earlier. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or legal holiday, then such date shall automatically be extended to the next bus iness day immediately following such Saturday, Sunday or legal holiday. Email notices may be used for convenience only, unless otherwise agreed by the parties in writing, and shall be deemed delivered one (1) business day after delivery if sent after 5 pm, or received the same day if sent on a business day between 8 am and 5 pm, and a duplicate shall be sent via USPS on the same day as the email.
The addresses for notice are:
SELLER: San Bernardino City Unified School District
Attn: Thomas Pace
777 North F Street
San Bernardino, CA 92410
Phone: (909) 381-1100
Email: [email protected]
With a copy to: Tao Rossini, APC .
Attn: Barry Nutovic
14603 Whittier Boulevard
Whittier, CA 90605
Phone: (714) 446-8742, Ext. 704
Email: [email protected]
55600.00206\44237576.3
16 BUYER: City of San Bernardino
Attn: Kima Russell
290 North D Street
San Bernardino, CA 92401
Phone: 909-384-5366
Email: [email protected]
With a copy to: Best Best & Krieger LLP
Attn: Jessica K. Lomakin, Esq.
2855 E. Guasti Road, Suite 400
Ontario, CA 91761
Phone: 909-483-6643
Email: [email protected]
Either party may change its address by written notice to the other given in the manner set forth above.
11.2 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement and understanding between Buyer and Seller concerning the subject matter of this Agreement and supersede all prior agreements, including any previous letter of intent or terms, understandings, conditions, representations and warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters which are the subject of this Agreement.
11.3 Amendments and Waivers. No addition to or modification of this Agreement shall be effective unless set forth in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless made in writing and signed by the waiving party, except as otherwise provided in this Agreement.
11.4 Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.
11.5 References. Unless otherwise indicated, (a) all Article, Section, Schedule and Exhibit references are to the articles, sections, schedules and exhibits of this Agreement, and (b) all references to days are to calendar days. All the Schedules and Exhibits attached hereto are incorporated herein by this reference. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls upon a Saturday, Sunday or California state holiday, such time for performance shall be extend ed to the next business day. The headings used in this Agreement are provided for convenience only and this Agreement shall be interpreted without 55600.00206\44237576.3
17 reference to any headings. The masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so indicates or requires.
11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed in California.
11.7 Confidentiality and Publicity. Buyer is a public entity and as such, this Agreement, upon its presentation for approval at Buyer’s City council at a duly called and agendized public meeting, shall be subject to the Public Records Act and the Freedom of Information Act. No press release or other public disclosure may be made by Seller or any of its agents regarding Buyer’s intent for this Property this transaction without the prior consent of Buyer.
11.8 Time. Time is of the essence in the performance of the parties’ respective obligations under this Agreement.
11.9 Attorneys’ Fees. In the event of any legal or equitable proceeding to enforce any of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or misrepresentations in connection with any provision of this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs of defense paid or incurred in good faith.
11.10 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
11.11 Further Assurances. At any time before or after Closing, Seller and Buyer shall, at their own expense, execute, acknowledge and deliver any further deeds, assignments, conveyances, and other assurances, documents and instruments of transfer reasonably requested by the other, and shall take any other action consistent with this Agreement that may be reasonably requested to transfer and confirm the Property or otherwise carry out the terms of this Agreement.
11.12 No Third Party Beneficiaries . Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party hereto or give any third person any right of subrogation or action over against any party to this Agreement.
11.13 Remedies Cumulative. The remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party except as otherwise provided in this Agreement.
11.14 Commissions, Indemnity, Disclosure. Each party represents to the other party that there is no broker representing such party in the current transaction, and that the representing party has incurred no liability for any brokerage commission or finder’s fee arising from or relating to the transactions contemplated by this Agreement. Each party hereby indemnifies and agrees to protect, defend and hold harmless the other party from and against all liability, cost, damage or expense (including without limitation attorneys’ fees and costs incurred in connection therewith) on account of any brokerage commission or finder’s fee which the indemnifying party has agreed 55600.00206\44237576.3
18 to pay or which is claimed to be due as a result of the actions of the indemnifying party. This Section 11.14 is intended to be solely for the benefit of the parties hereto and is not intended to benefit, nor may it be relied upon by, any person or entity not a party to this Agreement.
11.15 Counterparts/Facsimile/PDF Signatures . This Agreement may be executed in counterparts and when so executed by the parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the parties, notwithstanding that the parties may not be signatories to the same counterpart or counterparts. The parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counte rpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
BUYER:
CITY OF SAN BERNARDINO,
a California municipal corporation
By:
Eric Levett, City Manager
ATTEST:
By:
Telicia Lopez, Acting City Clerk
APPROVED AS TO FORM:
BEST BEST & KRIEGER LLP
By:
Jessica K. Lomakin,
Special Counsel to City of San Bernardino
SELLER:
SAN BERNARDINO CITY UNIFIED SCHOOL
DISTRICT, a public school district validly existing
55600.00206\44237576.3
19 under the Constitution and Laws of the State of
California _______________
By
Thomas Pace, Direct of Facilities Planning &
Development
APPROVED AS TO FORM:
LAW OFFICES OF Tao Rossini, APC
By:
Barry Nutovic, Attorney for Seller
Acceptance by Escrow Holder
Escrow Holder acknowledges receipt of the foregoing Agreement and accepts the instructions contained therein.
Dated: ______________, 2026 Commonwealth Land Title Insurance Company By:
Kathleen Religioso, Title Officer
55600.00206\44237576.3
Exhibit “A”
EXHIBIT A
LEGAL DESCRIPTION
55600.00206\44237576.3
Exhibit “B”
EXHIBIT B
TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the City of San Bernardino, a California municipal c orporation (the “Transferee”), that withholding of tax under Section 1445 of the Code will not be required upon the transfer of a U.S. real property interest to the Transferee by the San Bernardino City Unified School District (the “Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:
1. The Transferor is not a 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 U.S. employer identification number is 95-2285577; and
3. The Transferor’s office address is 777 North F St. San Bernardino, CA 92410______________________________________.
The Transferor understands that this Certificate 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 on behalf of the Transferor.
DATED: ________________, 2026
SAN BERNARDINO CITY UNIFIED SCHOOL
DISTRICT
By: ______________________________________
Name: Thomas Pace
Title: Director of Facilities Planning &
Development
55600.00206\44237576.3
Exhibit “B”
EXHIBIT C
BILL OF SALE
This Bill of Sale (the “Bill of Sale”) is made as of _______________, 202 6, by the San Bernardino City Unified School District, a a public school district validly existing under the Constitution and Laws of the State of California (“Transferor”).
FOR VALUABLE CONSIDERATION, as set forth in that certain Purchase and Sale Agreement dated ________, 202 6 (the “Agreement”), Transferor hereby sells, transfers, assigns and delivers to the CITY OF SAN BERNARDINO, a California municipal corporation (“Transferee”), the Personal Property identified in the Personal Property inventory attached hereto as Schedule 1 .1. Transferor hereby assigns all warranties, guarantees and indemnities, whether those warranties are express or implied, and all similar rights which Transferor may have against any other manufacturer or supplier of the Personal property or any portion thereof or against any seller, engineer, contractor or builder, in respect of the Personal Property.
Transferor at any time at or after the date of this Bill of Sale shall execute, acknowledge and deliver any further deeds, assignments, conveyances and other assurances, documents and instruments of transfer reasonably requested by Transferee, and shall ta ke any other action consistent with the terms of this Bill of Sale that may reasonably be requested by Transferee for the purpose of granting and confirming to Transferee, or reducing to Transferee’s possession, any or all of the Personal Property. This Bi ll of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.
DATED: ________________, 2026
TRANSFEROR:
San Bernardino City Unified School District, a
public school district validly existing under the
Constitution and Laws of the State of California
By: ______________________________________
Name: Thomas Pace
Title: Director of Facilities Planning &
Development
55600.00206\44237576.3
Exhibit “C”
55600.00206\44237576.3
Exhibit “D”
SCHEDULE 1
PERSONAL PROPERTY INVENTORY
Place Item Categorization Quantity
Break Room Chairs 12
Break Room Tables 6
Break Room Microwave Oven 2
Break Room Toaster Oven 1
Break Room Whirlpool Refrigerator 1
Break Room Whirlpool Refrigerator 1
Break Room Water Dispenser 1
Computer Lab
2 Trapezoidal Tables 7
Computer Lab
2 6x2 Seminar Tables 5
Computer Lab
2 SHARP TV 42-50" Class - 1080p - Early 2010s 1
Computer Lab
2 SHARP TV 42-50" Class - 1080p - Early 2010s 1
Conference
Room 1
6x2 Seminar Tables 7
Conference
Room 1
ViewSonic CDE6510 TV - 65in 4k (2019) 1
Conference
Room 1
ViewSonic CDE6510 TV - 65in 4k (2019) 1
Conference
Room 2
ViewSonic CDE6510 TV - 65in 4k (2019) 1
Conference
Room 2
ViewSonic CDE6510 TV - 65in 4k (2019) 1
Conference
Room 3
ViewSonic CDE6510 TV - 65in 4k (2019) 1
Couch Room 3 Cushion Couch 1
Custodial Custodial Supplies 1
Hallway 1 Samsung TV 42-50" Class - 1080p - Late 2010s 1 Main Room Dark Wood Cubicle Partitions & Desks 1
Main Room Tech Work Benches 7
55600.00206\44237576.3
Main Room SHARP TV 42-50" Class - 1080p - Late 2010s 1
Main Room SHARP TV 42-50" Class - 1080p - Late 2010s 1
Main Room 6x2 Seminar Tables 1
Mainframe
Room
42U Rack HP 12
Mainframe
Room
45U Rack Open Frame 5
Office 1 L-Shaped Desk 1
Office 1 Storage Cabinet w Drawers (Glass Doors) 1
Office 1 Round Meeting Table 1
Office 1 Office Chair (Black) 1
Office 1 Guest Chairs (Black/Red) 4
Office 2 & 3 ViewSonic CDE6510 TV - 65in 4k (2019) 1
Office 5 L-Shaped Desk 1
Office 5 Overhead Storage Cabinet 1
Office 5 Drawer Unit (Under Desk) 1
Office 5 Standing Fan 1
Office 6 Storage Cabinet (Glass Doors) 1
Office 6 Storage Cabinet (Wood, Shelving) 1
Office 6 L-Shaped Desk 1
Office 6 Plastic Guest Chair (Black/White) 1
Office 6 Plastic Task Chair (Blue) 1
Office 7 Storage Cabinet (Glass Doors) 1
Office 7 Storage Cabinet (Wood, Shelving) 1
Office 7 L-Shaped Desk 1
Office 7 Office Chair (Black) 1
Office 8 Wall-Mounted Display (ViewSonic CDE6510) 1
Office 8 Rolling Seat Cabinet 1
Office 8 L-Shaped Desk (Sit to Stand) 1
Office 8 Storage Cabinet (Wood, Shelving) 1
55600.00206\44237576.3
Office 8 Overhead Storage Cabinet 1
Office 8 Meeting Table (Rolling) 1
Office 8 Guest Chairs (Blue) 3
Office 9 Wall-Mounted Display (ViewSonic CDE6510) 1
Office 9 L-Shaped Desk (Sit to Stand) 1
Office 9 Storage Cabinet (Wood, Shelving) 1
Office 9 Meeting Table (Rolling) 1
Office 9 Office Chair (Blue) 1
Office 9 Guest Chairs (Blue) 3
Reception Electronic Cabinet 1
Reception Electronic Cabinet 1
Reception 3 Shelf Metal Units 4
Reception TV (Security) 1
Reception Computer (Security) 1
Reception 6x2 Seminar Tables 3
Reception Lockable Metal Cabinet 1
Storage Metal Storage Racks 1
Storage Custodial Supplies 1
Storage Room
1 Metal Storage Racks 15
Storage Room
3 Metal Storage Racks 16
55600.00206\44237576.3
EXHIBIT D
GENERAL ASSIGNMENT
This Assignment (the “Assignment”) is dated for reference purposes only as of _________________, 2026 by the SAN BERNARDINO CITY UNIFIED SCHOOL DISTRICT, a public school district validly existing under the Constitution and Laws of the State of California (“Assignor”).
FOR VALUABLE CONSIDERATION, as set forth in that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated _______, 2026 (the “Agreement”), Assignor hereby assigns and transfers to the CITY OF SAN BERNARDINO, a charter city and municipal corporation (“Assignee”), following:
A. All permits, licenses, consents, registrations and other similar approvals applicable to the Real Property (collectively, the “Approvals”); B. All as-built plans and specifications for: (1) the Real Property and (2) any and all improvements used in connection with the operation or occupancy of the Real Property or located upon the Real Property (the “Improvements”)(collectively, the “Plans”); and C. All warranties of which Assignor is the beneficiary (the “Warranties”) with respect to the Improvements or Personal Property sold pursuant to this Agreement.
This Assignment shall not supersede the Agreement and, in the event of conflict between this Assignment and the Agreement, the Agreement shall control.
This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.
This Assignment shall take effect the last to occur of the following: (i) full execution by all parties, as shown by the last date entered below the parties’ signatures and (ii) upon the Closing of the transaction between Assignee and Assignor.
IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first above written.
ASSIGNOR:
SAN BERNARDINO CITY UNIFIED SCHOOL
DISTRICT, a public school district validly existing
under the Constitution and Laws of the State of
California
By
Its Director of Facilities Planning & Development
Date: ________________, 2026
55600.00206\44237576.5
Exhibit "E"
EXHIBIT E
GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
City of San Bernardino
201 N. E St.
San Bernardino, CA 92401
ATTN: City Clerk
EXEMPT FROM RECORDING FEES PURSUANT
TO GOVERNMENT CODE SECTION 27383
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN: 0140-218-41-0-000
Grant Deed
The undersigned Grantor(s) declare(s): both Grantor and Grantee are exempt from property taxes Documentary transfer tax is $0.
Computed on full value of property conveyed, or
Computed on full value less value of liens and encumbrances remaining at time of sale.
Unincorporated area City of San Bernardino; and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SAN BERNARDINO CITY UNIFIED SCHOOL DISTRICT, a public school district validly existing under the Constitution and Laws of the State of California
hereby GRANT(S) to
CITY OF SAN BERNARDINO, a charter city and municipal corporation the following described real property in the City of San Bernardino County of San Bernardino
State of California:
SEE ATTACHED EXHIBIT A
Dated: _______________, 2026
SAN BERNARDINO CITY UNIFIED SCHOOL DISTRICT,
a_____
By: _________________________________
55600.00206\44237576.3
ACKNOWLEDGMENT
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 )
COUNTY OF ) On , 20___ before me, , 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:
(seal)
55600.00206\44237576.3
CERTIFICATE OF ACCEPTANCE
Pursuant to Section 27281 of the
California Government Code
This is to certify that the interest in real property conveyed by the Grant Deed dated __________________, 2026, from the San Bernardino City Unified School District, to the City of San Bernardino, a charter city and municipal corporation, is hereby accepted by the undersigned officer on behalf of the City of San Bernardino, pursuant to the authority conferred by Resolution No. _______, adopted by the San Bernardino City Council on ___________________, and the Grantee consents to recordation thereof by its duly authorized officer.
Dated: _________________, 2026 City of San Bernardino
By: ____________________________