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Stock Purchase Agreement <br />This Stock Purchase Agreement ("Agreement") is made ,and entered into as of <br />January 17, 2023 ("Effective Date"), by and between the City of Redlands ("City") and Erin <br />Barnum, an individual ("Seller"). City and Seller are sometimes collectively referred to in this <br />Agreement as the "Parties" and individually as a "Party." <br />Recitals <br />WHEREAS, Seller is currently the registered owner of fifteen (15) shares of common <br />stock of the Bear Valley Mutual Water Company ("BVMWC"); and <br />WHEREAS, Seller has. agreed to offer City the opportunity to purchase fifteen (15) <br />shares of BVMWC common stock (the "Shares"); and <br />WHEREAS, City desires to exercise such opportunity to purchase the Shares from Seller, <br />upon the terms and conditions and for the consideration set forth in this Agreement; <br />NOW, THEREFORE, in consideration of the mutual covenants herein contained, the <br />Parties agree as follows: <br />Operative Provisions <br />1. Incorporation of Recitals. The Recitals set forth above are material and by this reference <br />are incorporated herein and made a part of this Agreement. <br />2. Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, City <br />agrees to purchase at the Closing, defined below, and Seller agrees to sell to City fifteen (15) <br />shares of common stock of BVMWC for the purchase price of Two Thousand Six Hundred <br />Twenty -Five Dollars ($2,625.00) ("Purchase Price"), payable in immediately available funds at <br />Closing. <br />3. Closing; Delivery. <br />(a) The purchase and sale of the Shares shall take place at <br />Laguna Niguel, California, five (5) days after City approves this Agreement, or at such other <br />time and place as City and Seller mutually agree upon, orally or in writing (which time and place <br />are designated as the "Closing"). <br />(b) At the Closing, City shall deliver to Seller the full Purchase Price by <br />check. <br />(c) At the Closing, Seller shall deliver to City an originally executed Stock <br />Assignment in the form attached hereto as Exhibit "A," and by this reference incorporated <br />herein, relinquishing all right, title and interest in the Shares. <br />1 <br />I:\cmo\Agreements\B VMWC_Stock_Purchase_B arnum-FY22-O l Ol .doc <br />