2004 AGN MAR 02 Closed Session #2 Roger M Aguinaga Agua Mansa Property

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AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE AND ESCROW INSTRUCTIONS (this "Agreement"), is entered into as of May 5, 2004, by and between CITY OF COLTON, a California municipal corporation (together with its successors and permitted assigns "Seller") and ROGER MICHAEL AGUINAGA or assignee (together with his successors and permitted assigns, "Purchaser"). WITNESSETH: WHEREAS, Seller owns Assessor's Parcel Number 02600-091-40, commonly known as 2040 Agua Mansa Road, Colton, California 92324 (the "Agua Mansa Road Property"), in the City of Colton, County of San Bernardino, State of California described on Exhibit "A" and depicted on Exhibit "B" attached hereto and made a part hereof Seller is in the process of splitting (the "Lot Split") the Agua Mansa Road Property for the purpose of conveying the west approximately 26 acres thereof (the "Land") to Purchaser. The Legal Description for the Land is described on Exhibit "C" attached hereto and made a part hereof and depicted on Exhibit "B" attached hereto and made a part hereof. As used herein, the term "Property" shall include the Land, together with all improvements including all entitlements, plans and governmental approvals, surveys, contracts, agreements and other rights and appurtenances related to the Land, as owned by Seller (collectively the "Improvements") and together with the personal property owned by Seller, if any, located on the Property and used exclusively in the operation or maintenance of the Property ("Personal Property"); and WHEREAS, Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser all of Seller's right, title and interest in and to the Property on the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE 1 DEFINITIONS When used herein the following terms shall have the respective meanings set forth opposite each such term: 1.1 Affiliate: either (a) a corporation, partnership, trust or other legal entity at least 5 1 % of the interest in which is directly or indirectly owned by Purchaser, or (b) an individual, corporation, partnership, trust or other legal entity which owns at least a 51% interest in Purchaser. RVBUS\LOU\664795.4