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HomeMy WebLinkAbout2017-1571 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2017-157 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY AND GRANT GORMAN WITH RESPECT TO THE REAL PROPERTY LOCATED AT 882 SOUTH WASHINGTON AVENUE, SAN BERNARDINO, CALIFORNIA (APN 0136-461-09), AND APPROVING CERTAIN RELATED ACTIONS WHEREAS, pursuant to Health and Safety Code (the "HSC") § 34172 (a) (1), the Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012; and WHEREAS, consistent with the provisions of the HSC, on January 9, 2012 the Mayor and Common Council of the City of San Bernardino elected to serve in the capacity of the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the "Successor Agency"); and WHEREAS, the Oversight Board for the Successor Agency ("Oversight Board") has been established pursuant to HSC § 34179 to assist in the wind -down of the dissolved redevelopment agency; and WHEREAS, on September 15, 2015, the Successor Agency submitted its Oversight Board -approved Long -Range Property Management Plan (the "LRPMP") to the California Department of Finance (the "DOF"); and WHEREAS, on December 31, 2015, the DOF approved the Successor Agency's LRPMP and notified the Successor Agency that pursuant to HSC § 34191.3, the approved LRPMP shall govern, and supersede all other provisions relating to the disposition and use of all the real property assets of the former redevelopment agency; and WHEREAS, the approved LRPMP, which addresses the disposition and use of the real property assets held by the Successor Agency, includes 230 parcels of land grouped into forty- six (46) separate sites, eighteen (18) of which were designated as government use sites, seven (7) of which are designated as future development sites and twenty-one (21) of which were designated to be sold; and 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21' 22' 23 24 25 26 27 28 WHEREAS, the Successor Agency is the owner of that certain real property consisting of approximately 0.92 acres of vacant land located at 882 South Washington Avenue, San Bernardino, California (APN 0136-461-09) (the "Property"); and WHEREAS, within the LRPMP, the Property is: (i) identified as Site No. 41; (ii) described as a vacant industrial site; (iii) designated for sale; and (iv) is more fully described in Exhibit "A" attached hereto, which is an excerpt from the LRPMP; and WHEREAS, pursuant to his letter dated March 9, 2017, Mr. Grant Gorman has offered to purchase the Property for $80,000 (the "Gorman Offer Letter"), subject to certain conditions, as more fully described within the Gorman Offer Letter, a copy of which is included within Exhibit "B", attached hereto; and WHEREAS, pursuant to his letter dated May 1, 2017, Mr. Gorman provided the Successor Agency with certain supplemental information (the "Gorman Supplemental Information Letter") concerning plans to develop the Property together with the parcels surrounding it as an approximate 27 -acre state-of-the-art industrial business park (the "Project"), the specifics of which are more fully described within the Gorman Supplemental Information Letter, a copy of which is included within Exhibit `B" attached hereto; and WHEREAS, to determine whether the purchase price offered by Mr. Gorman is fair and reasonable, the Successor Agency commissioned Newmark Grubb Frank Knight ("NGFK") of Ontario California, a real estate brokerage firm familiar with the industrial/commercial real estate market within the Inland Empire Region in general and the City of San Bernardino in particular, to prepare a Broker's Opinion of Value (the `BOV") to confirm if the purchase price offered by Mr. Gorman for the Property is fair and reasonable; and WHEREAS, based on past practice, the DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of real property being sold by a successor agency is fair and reasonable; and WHEREAS, on August 1, 2017, the Successor Agency received the BOV from NGFK I indicating its opinion that the market value of the Property is currently $72,000.00 (the "BOV Market Value"); and 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, in consideration that the $80,000.00 purchase price offered by Mr. Gorman for the Property exceeds the BOV Market Value by $8,000 or 11.1%, it may be concluded that the purchase price offered by Mr. Gorman for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to this Resolution as Exhibit "C"; and WHEREAS, this Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (the "Purchase and Sale Agreement") between the Successor Agency and Mr. Gorman with respect to the Property, a copy of which is attached to this Resolution as Exhibit "D," and authorize certain related actions; and WHEREAS, consistent with the provisions of the HSC and the LRPMP, the effectiveness of the Agreement is subject to the approval of the Oversight Board and the DOF; and WHEREAS, this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the "CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the "CEQA Guidelines"), and the City's environmental guidelines; and WHEREAS, this Resolution does not constitute a "project" for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, AS FOLLOWS: Section 1. The foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Agreement for the purchase and sale of the Property, attached hereto as Exhibit "D," is approved. 93 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21i 22 23 24 25 26 27 28 1/% I/% Section 3. On behalf of the Successor Agency, the City Manager, in the capacity as Executive Director of the Successor Agency, or her designee, is authorized to execute the Agreement and to take such other actions and execute such other documents as are necessary to effectuate and close the purchase and sale of the Property and as may otherwise be required to fulfill the intent of this Resolution. Section 4. This Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the Guidelines. Section 5. This resolution shall take effect only after its adoption and execution in the manner as required by the City Charter and the approval of the Agreement by the Oversight Board and the DOF. L1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY AND GRANT GORMAN WITH RESPECT TO THE REAL PROPERTY LOCATED AT 882 SOUTH WASHINGTON AVENUE, SAN BERNARDINO, CALIFORNIA (APN 0136-461-09), AND APPROVING CERTAIN RELATED ACTIONS I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on the 16"` day of August 2017, by the following vote, to wit: Council Members: AYES NAYS MARQUEZ X BARRIOS VALDIVIA X(M) SHORETT X NICKEL X RICHARD X MULVIHILL X(S) ABSTAIN ABSENT George Hanna, C ity Clerk The foregoing Resolution is hereby approved this 16th day of August 2017. 'A� 04tvf 6 R. Carey Davi/I Mayor City of San rnardino Approved as to form: Gary D. Saenz, City Attorney By: 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Narrative for Site No. 41 882 South Washington Avenue, San Bernardino (APN 0136-461-09) Excerpted from the Long -Range Property Management Plan (Pages 192-195) (See Attachment) EXHIBIT "A" Successor Agency to the Redevelopment Agency of the City of San Bernardino Long -Range Property Management Plan September 2015 Site No. 41: Vacant S. Washington Avenue Industrial Property Address: 882 S. Washington Avenue APN.• 0136-461-09 192 V. Property to be Sold Site No. 41 - Vacant S. Washington Avenue Industrial Property Successor Agency to the Redevelopment Agency ofthe City of San Bernardino Long -Range Property Management Plan September 2015 amended December 2015 Site No. 41: Vacant S. Washington Avenue Industrial Property A. Permissible Use (HSC ,$ 34191.5 (c) (2)): Site No. 41 is the Vacant S. Washington Avenue Industrial Property (the "Vacant Industrial Property") and is proposed to be sold by the Successor Agency. B. Acquisition ofPronerty (HSC .$ 34191.5 (c) (1) (A) and .$ 34191.5 (c) (1) (B)): Property records indicate that the Vacant Industrial Property was acquired by the Agency in May 2011, and carries a Book Value of $21,030. The Vacant Industrial Property was acquired by the Agency in order to meet the revitalization goals of City and the Agency to alleviate the existence and spread of physical and economic blight. The estimated current value (the "ECV") of the Vacant Industrial Property is approximately $72,000. C. Site Information BSC 6 34191.5 (c) (1) (C)): The Vacant Industrial Property consists of one (1) 0.58 -acre parcel (APN 0136-461-09) located at 882 S. Washington Avenue. The Vacant Industrial Property is zoned Industrial Light (IL). The IL designation is intended to retain, enhance and intensify existing industrial property, and provide for the new development of lighter industrial uses along major vehicular, rail, and air transportation routes serving the City. D. Estimated Current Value (HSC q 34191.5 (c) (1) (D)): To determine an ECV for the Vacant Industrial Property, in January 2015, the Agency conducted a comparable sales analysis through the National Data Collective. The ECV was determined to be approximately $72,000. Local factors were not taken into consideration in determining the ECV of this site. The ECV is only a rough estimate that was obtained from an on-line source where only comparable sales data are available. It is not possible to include environmental issues or any other special or unique factors into simple ECV calculations, as such data are not available from the source. Therefore, the actual value of the property may vary significantly from the ECV. The Successor Agency notes that in the environment of AB 1484, it may not be possible to achieve appraised values. The Successor Agency will be in charge of the process seeking to achieve successful marketing of properties, and will act with reasonable diligence. However, the constraints and environment of AB 1484 militate against maximizing prices. The actual sales prices to be realized will be a function of what a willing buyer is willing to pay under circumstances where there will be no seller financing and dispositions will be subject to Oversight Board approval. There is no reason to think that book values will be realized. E. Site Revenues (HSC .$ 34191.5 (c) (1) (ED: There are no site revenues generated from the Vacant Industrial Property. F. Historr o(Environmental Contamination (HSC �F 34191.5 fJ _(1) (ER: There is no known history of environmental contamination. 41 47 h :// eotradcer.waterboards.ca. ov/m /?CMD=runr ort&m address=882+s+washin:iton+av+san+bemardino 193 V. Property to be Sold Site No. 41 - Vacant S. Washington Avenue Industrial Property Successor Agency to the Redevelopment Agency oflhe City of San Bernardino Long -Range Property Management Plan September 2015 '^cember 2015 Site No. 41: Vacant S. Washington Avenue Industrial Property G. Potential for Transit Oriented Development (TOD) and theAdvancemento Plannim, Ob'ectives of the SuccessorAzencr (HSC! 34191.5 (c) (1) (G1}: There is no potential for a TOD in conjunction with Vacant Industrial Property. Selling the Vacant Industrial Property advances the planning objectives of the Successor Agency and the City to develop and revitalize this area of the community through the creation of opportunities for private investment in the City. H. History of Previous Development Pro ,osals and Activ' f LI[SU 34191.5 c 1 MA: There is no history of previous development proposals or activities in conjunction with the Vacant Industrial Property. L Disposition of Pro e The Successor Agency. proposes to sell the Vacant Industrial Property in accordance with the Successor Agency's policies and procedures for property disposition as shown in Exhibit "A" Section I. Purchase and Sale Procedures. The ECV of the Vacant Industrial Property is approximately $72,000. Date of estimated current value — January 2015 Value Basis — The ECV was determined by a comparable sales analysis using the National Data Collective subscription service. The ECV is approximately $72,000. Local factors that may affect land value were not taken into consideration. Therefore, the actual value of the property may vary greatly from the ECV. The ECV is only a planning number and should not be relied upon as a basis for actual value. Proposed sale date — TBD and subject to the Successor Agency's implementation of its policies and procedures for property disposition as shown in Exhibit "A." Proposed sale value — TBD and subject to a fair market appraisal conducted by a licensed appraiser. The Successor Agency notes that in the environment of AB 1484, it may not be possible to achieve appraised values. The Successor Agency will be in charge of the process seeking to achieve successful marketing of properties, and will act with reasonable diligence. However, the constraints and environment of AB 1484 militate against maximizing prices. The actual sales prices to be realized will be a function of what a willing buyer is willing to pay under circumstances where there will be no seller financing and dispositions will be subject to Oversight Board approval. There is no reason to think that book values will be realized. 194 V. Property to be Sold Site No. 41 - Vacant S. Washington Avenue Industrial Property 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Grant Gorman Offer Letter March 19, 2017 and Grant Gorman Supplemental Information Letter May 1, 2017 (See Attachments) 1 EXHIBIT "B" March 9, 2017 Mr. Mark Scott City Manager City Hall City of San Bernardino 300 North "D" Street, 6th Floor San Bernardino, California 92418 Re: Offer to purchase 882 South Washington Avenue (APN 0136-461-09) Dear Mr. Scott: This letter is to express interest in acquiring the ±0.92 -acre vacant lot located at 882 South Washington Avenue (APN 0136-461-09)(the "Property"). The Property is currently owned by the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the "Successor Agency"). The Successor Agency has designated the Property for sale within its approved Long - Range Property Management Plan (the "LRPMP"). The Property is further described within the LRPMP as Site No. 44, "Vacant S. Washington Avenue Industrial Property" (see pages 192-195). In our discussions with your staff and consultants it was confirmed that our firm may be able to purchase the Property subject to the following conditions: The sale of the Property cannot wait for entitlements and must be sold for a fair market value. Recent sales comparables for vacant land in the immediate area range from $0.63 to $1.83 per square foot (Please see Exhibit A attached). The Property lacks infrastructure including curb, gutter, storm drain and other necessary utilities. The Property is also located on an auxiliary street with surrounding properties that are mostly undeveloped or full of blight. The average sale comp, as shown on Exhibit A, is $1.43 per square foot. We propose to acquire the Property for $80,000 (or $2.00 per square foot), which is 39.9% higher than the sale comp average of $1.43 per square foot and 9.3% higherthan the sale comp high of $1.83 per square foot. Asking prices for vacant land in the immediate area currently range from $1.98 to $4.00 per land square foot (Please see Exhibit B attached); however, we believe these properties will sell for significantly less than asking price given they have been sitting on the market for an average of 33 months. When comparing the comps with available vacant land in the immediate area, we feel our proposed purchase price for the property exceeds market value. We understand that the Successor Agency intends to obtain at its cost a stand-alone "Broker's Opinion of Value" from a third -party broker to satisfy itself with respect to our fair market offer to purchase the Property and to conform with documentation requirements of State law. 2. The Property is to be sold and acquired in an "AS IS" and "WHERE IS" condition. 3. The purchase price will be paid with cash and there will not be any financing, entitlement or other contingencies, except as noted in this letter. 4. The sale will only be contingent upon the approval of the Successor Agency, its Oversight Board and the California Department of Finance (the "DOF"). Based on this, we understand that it may take 60 to 90 days to process a purchase and sale agreement. Page 2 5. The Successor Agency will not pay any broker commissions; however, our firm may pay its own broker and/or consultants in or outside of escrow. 6. The Parties will cooperate in the selection of a title company and escrow holder. 7. The Successor Agency will pay prior to or at closing the currently outstanding real property taxes applicable to the Property. 8. The Successor Agency will pay for a CLTA title policy. If our firm requires an ALTA policy, we will pay for the difference in cost. 9. The Parties will share all normal escrow costs. 10. The purchase and sale of the Property will be confirmed within a Purchase and Sale Agreement that will be prepared by the Successor Agency. We understand that the above summarizes the property purchase and sale arrangement and that a purchase and sale agreement will more fully confirm the arrangement between the Parties. We will diligently cooperate with the Successor Agency and its representatives in the preparation and finalization of the purchase and sale agreement. In addition, it is very important that we receive a confirmation from the Successor Agency that it will be able to proceed with the purchase and sale of the Property by April 4, 2017. We wish to thank you, your staff and consultants for their time and consideration in this matter. We look forward to receiving your response and especially beginning this very important new addition to San Bernardino's economic development landscape. If you have any questions, please contact me at (949) 293-2979. Sincerely, Grant Gorman GG:cd Enclosure cc: Mr. Chris G. Morrell, Lee & Associates Mr. Cody Wolf, Lee & Associates d cp O O M V M W O NNNNNN O N N N N o W W O w W a1 O O O O O O d LL. LL LL LL LL LL LL LL CO Cl) ma ma aa O a a as O O M Cl A clp � Lq M V � o 0 Q d LL LL LL LL m LL m LL U) y y y y N Or Cl)ItO O f- O V O d ai O co In m pp V N m a' LLI m C7 7 Q Q N O Q co o W W W w W J N it a' a' it a' a' C co N N 0) � m ai J O O O O O O LL v m 0 9 0 W LL LL LL LL b LL m LL U) y y y y y N Or Cl)ItO O f- O V O a> J ai O co In m pp V N O O O O O O Z9 42 49 49 Y O O O O O O N adi N N N N N d 0 O U m co m ro oo Op OD 0 V V V V V V a° rn m m rn m m d fA U U U U U U 0 0 0 0 0 0 C C C C C C V U P U ED m m d m N m �+ c c c E c c c E c c c c an d d m M a`d ) M N a`) N a`) v mm cnm cnm cnm com mm d d Q' Ld 4 co d � U 6 �5 C C CD C y N E (Vf!? N m Li r Z ilei u' v co C to o rn W u 7 r Q O Cl)W m LL op W< J d Q T H _ d Q v aa v v a m m m m m m IL J J J J J J m al a LAND _# Pror�a ry Location 1 SE of 3rd St and Waterman Ave San Bernardino, CA 92410 TG:606-J1 APN:0135-351-22 • - - '� =-+M ��i14 - s Exhibit B - Available Land: San Bernardino Avail SF/AC Rate/SF Min SF/AC Price/SF 199,534/4.58 -- 199,505/4.58 $1.98 Environmental Rpts: VERIFY; 2 740 W Congress St 81,892/1.88 San Bernardino, CA 92410 81,892/1.88 TG:-- APN: 013609115 -- W Congress Sf/S G St $2.26 Fncd Status Available Mixed Use In Escrow Ret -General LLEE & ASSOCIATES Utilities Listing Notes Bldg SF Description Gas 04.58 Acres Available Water 0 Located on Busy 3rd St with Large Street Frontage Lot is Zoned for Office and Industrial Park Uses Sewer © Medical, Industrial R&D, Retail Commercial, Educational Electric© Services Acceptable With an Administrative or Developmental Tele []Acceptable Permit FibrOpt❑ Bldg SF Desc: VERIFY Zoning: OIP Property/Listing #:1128515/1037191 Mos on Mkt: 29 Gas ❑ Lot 46 Water 01:88 Acres of Retail Land Available Highly Visible From 215 Freeway Sewer 0 Propertv Beinq Remediated For Environmental Purposes Electric® Bldg SF Desc: - - Tele ❑ FibrOpt ❑ Zoning: Commercial Property/Listing #:1840681/967075 Mos on Mkt: 33 3 NW of E Mill St and S Waterman Ave 100,188/2.3- - - - Available Gas L]2.3 A Available San Bernardino, CA 92408 100,188/2.3 $3.49 -- Mixed Use Water ❑ All a TG: 606-J5 APN: 0136-271-24 -- Sewer ❑ Bldg SF Desc: VERIFY Electric[] Tele ❑ FibrOpt [3' J / Zoning: IND Property/Listing #: 869264/408908 Mos Mkt: 106 on 4 NW of E Orange Show Rd and S 78,40811.8 - - No Available Gas ❑ 1.8 Acres Available Waterman Ave 78,408/1.8 $3.75 No Mixed Use Water ❑ Curb Cut on Waterman Ave San Bernardino, CA 92408 -- Sewer Light Industrial (IL) and Office Industrial (OIP) Zoning ❑ Ideal for a Contractor's or Storage Yard TG: - - APN: 0136-422-14 Electric❑ Direct Access to 1-215 and 1-10 ;. Tele ❑ Bldg SF Desc: -- - i FibrOpt ❑ -. Zoning: IL OIP Property/Listing #: 2050683/1628150 Mos on Mkt 7 5 SW of Mill St and Watemtan Ave 175,982/4.04 - - Yes Available Gas © t4.04 Acres Available San Bernardino, CA 92408 175,982/4.04 $3.76 No Ind -Mfg Water©Access To Waterman Ave & Mill St TG: 606-J2 APN: 0136-401-72 Environmental Rpts: VERIFY Excellent Development/Owner-User Property Sewer ©Zoned Light Industrial/Office4ndustrial Park Electric© Utilities To Site Zoned IL & OIP d FIb�rOpt❑❑ Bldg SF Desc: VERIFY °•r"� - i- r, Zoning:lUOIP Property/Listing #:1143573/516270 Mos on Mkt: 77 Ala ..�e 6 SW of E Santa Fe Stand S Tippecanoe 39,204/.9 - - Yes Available Gas ❑ 0.9 Acres Ave 39,2041.9 $4.00 No Ind -Other Water ❑ Ful y Industrial Zoning (IL) San Bernardino, CA 92408 Sewer ❑ Direct Access to 1-215 & 1-10 Fwys TG: - - APN: 0280-082-09 Electric❑ Ideal for Contractor's or Storage Yard Tele ❑ Great Land Spec Opportunity In Path of Development FibrOpt❑ Bldg SF Desc: -- Zoning: IL r '' Property/Listing #:2479962/1578856 Mos on Mkt: 9 This information has been obtained from sources believed reliable. While we do not doubt its accuracy, we have not verified it and make no guarantee, warranty or representation about it. It is your responsibility to independently confirm its accuracy. AIR Key Data Page 1 of 1 From: Cody Wolf To: Steven Dukett Cc: Chris Morrell Subject: Grant Gorman Bio Date: Friday, March 10, 2017 2:36:20 PM Steve, Please see below for your review. We look forward to the successful completion of this transaction. Respectfully, Cody Wolf Lee & Associates I Ontario Dain: 909.989.7771 F 1)1,c! [-.i ?1 1. i cwolf(a) lee-assoc. com i • Blvd. 91764 LEE c ASS©C IATES' CV •r.:.. nCA, CSTA-i Srr+V'1,C5 A member of the Lee & Associates Group of Companies Company ID# 00976995 1 License ID# 01997598 From: Grant Gorman[mailto:gorman(@alternativeretail.com] Sent: Friday, March 10, 2017 2:28 PM To: Chris Morrell <CMorrell(@Iee-assoc.com> Subject: Grant Gorman Bio Grant Gorman, President of Alternative Retail Inc & 50% shareholder. (www.AlternativeRetail.com) Alternative Retail Inc. specializes in off-price strategy, warehousing and retail sales of men's and women's lifestyle apparel and accessories. This Southern California based company takes it's warehouse sales on the road and brings one -of -a -kind promotional offerings to customers around the US. Our mission is to provide brands with alternative off-price solutions while maintaining focus on their brand integrity. 2015 Gross Sales: $7 million 2016 Gross Sales: $18.9 million Land Use: Initially I will be purchasing the land as purely an investment. I have a lot of confidence in the area improving in the next few years and will be actively looking to purchase neighboring lots. Someday I would love to find a use for the property for Alternative Retail Inc. I can provide additional information if necessary. Best, Grant Grant Gorman Cell: 949.293.2979 �• 111 • 1: X11 3/1QW17 Business Search - Business Entities - Business Programs I California Secretary of State Alex Padilla California Secretary of State 01�' Business Search - Entity Detail The California Business Search Is updated dally and reflects work processed through Thursday, March 9, 2017. Please refer to documentProcassing Times rthe received dales of filings currently being processed. The data provided is not a complete or certified record of an entity. Not all images are available online. C3752174 ALTERNATIVE RETAIL INC. Registration Date: Jurisdiction: Entity lyps. Stalus: Agent for Service of Process: Entity Address: Entity Melling Address: 02/04/2015 CALIFORNl4 DOMESTIC STOCK ACTIVE INCORP SERVICES, INC. 5716 CORSA AVE STE 110 WESTLAKE VILLAGE CA 91362-7354 1812 MONROVIA AVE COSTA MESA CA 92827 1812 MONROVIA AVE COSTA MESA CA 92827 A Statement of Information Is due EVERY year beginning five months before and through the and of February. Document Type 4t File Date u PDF SI -COMPLETE 101072016 SI -COMPLETE 01262016 hdlcates the IMormation is not contained in the California Secretary of State's database. • tithe status of the corporation is "Surrender,'the agent for service of process is automatically revoked. Please refer to California Corporations Code section 2114 for information relating to service upon corporations that have surrendered. For Information on checking or reserving a name, referto Name Availability. • If the image of a Statement of Information is not available online, for information on ordering a copy of that statement refer to krforrn"" Reouasts. • For Information on ordering certificates, status reports, certified copies ofdocuments and copies of documents not currently available in the Business Search such as a filing that is nal a Statement of Information or filings for other types of business entities, or to request a more extensive search for records, refer ID hmformafion Reaueste. • For help with searching an entity name, referto Search Tics. For descriptions ofthe various fields and status types, refer to Freouently Asked Questions. Modify Search New Search Back to Search Results I httpsJlbusinesssearch.sos.ca.gov/CBS/Detail 1/i 1,6-11511r0 State of California s� Secretary of State 19 Statement of Information (Domestic Stock and Agricuftural Cooperative Corporations) FEES (Filing and Disclosure): $25.00. FILED If this is an amendment, see instructions. Secretary of State IMPORTANT— READ INSTRUCTIONS BEFORE COMPLETING THIS FORM State of California 1. CORPORATE NAME ALTERNATIVE RETAIL INC. OCT 0 7 2016 2. CALIFORNIA CORPORATE NUMBER This Space for Flung Use Ordy No Change Statement (Not applicable if agent address of record is a P.O. Box address. See instructions.) 3 If there have been any Changes to the information contained in the last Statement of Information filed with the Califomila Secreta—ry of State, or no statement of Infonnation has been previously filed, this form must be completed in its entirety. If there has been no change in any of the Information contained In the last Statement of Information filed with the California Secretary of State, check the box and proceed to Item 17. Complete Addresses for the Following (Do not abbreviate the name of the city. Items 4 and 5 cannot be P.O. Boxes.) 4, STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE l CITY STATE ZIP CODE 1812 MONROVIA AVE Costa Mesa CA 92627 6. STREET. ADDRESS OF PRINCIPAL BUSINESS OFFICE IN CALIFORNIA, IF ANY CITY STATE ZIP CODE CA 6. MAILING ADDRESS OF CORPORATION. IF DIFFERENT THAN ITEM 4 CITY STATE 21P CODE Names and Complete Addresses of the Following Officers (The corporation must list these three officers. A comparable title for the specific officer may be added, however, the preprinted titles on this form must not be altered.) ZIP CODE GRANT GORMAN 894 W 18TH STREET COSTA MESA 7. CHIEF EXECUTIVE OFFICER/ ADDRESS CITY STATE ZIP CODE SCOTT PERKINS 894 W 18TH STREET COSTA MESA CA 92627 S. SECRETARY ADDRESS CITY STATE ZIP CODE SCOTT PERKINS 894 W 18TH STREET COSTA MESA CA 92627 9. CHIEF FINANCIAL OFFICER/ ADDRESS CITY STATE ZIP CODE GRANT GORMAN 894 W 18TH STREET COSTA MESA CA 92627 Names and Complete Addresses of All Directors, Including Directors Who are Also Officers (The corporation must have at least one director. Attach additional pages. B necessary.) �~ 16. NAME ADDRESS _ CITY STATE ZIP CODE SCOTT PERKINS 894 W 18TH STREET COSTA MESA CA 92627 11. NAME ADDRESS CITY STATE ZIP CODE — GRANT_GO_RNIAN _ 894 W 18TH STREET COSTA MESA CA 92627 12. NAME ADDRESS CITY STATE ZIP CODE 13. NUMBER OF VACANCIES ON THE BOARD OF IF ANY: —. ._-..... Agent for Service of Process If the agent is an individual, the agent must reside in Caiifomta and Item 15 must be completed with a Califomia street address, a P.D. Box address is not acceptable. If the agent Is another corporation, the agent must have on file with the California Secretary of State a certificate pursuant to California Corporations Code section 1_505 and Item 15 must be left blank. 14. NAME OF AGENT FOR SERVICE OF PROCESS InCDrp Services, Inc. 16. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL CITY STATE ZIP CODE CA of Business 1S. DESCRIBE THE TYPE OF BUSINESS OF THE CORPORATION Operator of large events throun hout the USA 17. BY SUBMITTING THIS STATEMENT OF INFORMATION TO THE CALIFORNIA SECRETARY OF STATE, THE CORPORATION ERTIFIES THE INFORMATION CONTAINED HEREIN, INCLUDING ANY ATTACHMENTS. IS TRUE AND CORRECT. 09/26/2016 SCOTT PERKINS__ CEO PRI _ DATE TYPE/NTAME NOF PERSON COMPLETING FORM TITLE sIGNAnJRE SI_= APPROVED BY SECRETARY OF STATE May 1, 2017 Ms. Andrea Miller Assistant City Manager City Hall City of San Bernardino 300 North "D" Street, 61h Floor San Bernardino, California 92418 Re: Supplemental Letter Regarding Intended Use of 882 South Washington Avenue (APN 0136-461-09) and Surrounding Parcels Dear Ms. Miller: This is a follow-up to recent discussions with Mr. Steve Dukett wherein he requested that we provide you with information that is supplemental to our letter of March 9, 2017, which offers to purchase from the Successor Agency 882 South Washington Avenue (APN 0136-461-09) (the "Property") for $80,000. In particular, it is our understanding that you have requested a more refined description of the intended use of the Property. Therefore, the purpose of this letter is to supplement the March 9, 2017 letter with the additional information you have requested. In addition to wishing to acquire the Property, I have engaged Lee & Associates -Ontario to assemble the adjacent parcels fronting both the east and west sides of Washington Avenue between Central Avenue on the north and Orange Show Road on the south (the "Target Block"). Lee & Associates has successfully executed Purchase & Sale Agreements with nineteen (19) property owners on the Target Block totaling twenty-one (21) acres. We are in the process of executing agreements with five (5) more property owners on the Target Block totaling an additional six (6) acres. With the Property (0.92 acres), we will have approximately twenty-seven (27) acres total. On this 27 acres, which we intend to expand further, our goal is to replace blight and vacant unused land with an aesthetically appealing, attractively landscaped, state-of-the-art industrial business park, which conforms to the Target Block's current Light Industrial (IL) zoning. The project will bring much needed improvements to the area, while helping to promote the economic rejuvenation of the City of San Bernardino, specifically in the South Waterman Corridor area. Regarding our objective to improve the area and bolster economic growth and fiscal impact, our project will significantly improve the Washington Avenue infrastructure to include sewer, storm drain, curb, gutter and sidewalks; it will attract more business to the city; and it will increase property tax revenue significantly. Smaller local and regional businesses are yearning to own new "Class A" industrial space close to home with convenient access to Southern California's freeway system. Our industrial business park on Washington Avenue will provide an opportunity for business owners to invest in the City of San Bernardino. The project will be a catalyst for further development in the city, job creation and consumer investment back into the community. We are hopeful that the above will give you a better idea of what we intend to accomplish within the Target Block and look forward to your positive recommendation for the sale of the Property to our company Page 2 We wish to thank you, your staff and consultants for their time and consideration in this matter. We look forward to receiving your response to our purchase offer and especially beginning this very important new addition to San Bernardino's economic development landscape. If you have any questions, please contact me at (949) 293-2979. Sincerely, Avj Grant Gorman Alternative Retail Inc. GG:cd Enclosure cc: Mr Cody Wolf, Lee & Associates } Orange Sh6 V Rd LEE & ASSOCIATES COMMERCIAL REAL ESTATE SERVICES t Central . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Broker's Opinion of Value Prepared by Newmark Grubb Frank Knight August 1, 2017 (See Attachment) 2 EXHIBIT "C" to co E N .r+ O O cr (D O H m V N y C CJ O m >% co E W a U 0 z D O z cc L MW W z C Q U) U) — O LLJ z c� W U) O O Qaz O N V 1i H O (7 O N t Z A J ti �Im co Q E "" N Y .O tin N C6 N 00 i? coo Q o. Q Z Newmark Grubb Knight Frank August 1, 2017 Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency City of San Bernardino 201 North E Street, Suite 301 San Bernardino, California 92401 Re: Broker Opinion of Value 882 South Washington Avenue, San Bernardino, CA (APN 0136-461-09) Ms. Connor: Ryan Turnquist Associate CA License #01971265 909.974.4038 Direct 909.390.8645 Fax www.o&kf.com •nquist@nskf.com Pursuant to your request, we have prepared the following report regarding our opinion of value for the above referenced property. We have utilized the market approach to value for this analysis. The subject property is approximately 0.92 acres of unimproved flat land that is currently zoned Industrial Light (IL) and is located within the city of San Bernardino. The subject property is lacking improvements such as curb, gutter and storm drain and is located in a neighborhood that has a mixture of dilapidated housing and outside storage yards. Based upon comparable land sales in the local area combined with comparable industrial land asking rates for sale, we believe the market value of the subject property is as follows. Market Approach to Value: $72,000.00 ($1.80/SF) Also, the following BOV package includes includes: 1. Property profile. 2. An aerial and tax map of the Subject Property 3. Available industrial land for sale in San Bernardino 4. Industrial land sale comparables in San Bernardino Certification: We certify that we do not have a present or prospective interest in the Site described in this Broker Opinion of Value ("BOV"), the project or the parties involved in the proposed real estate transaction. Our engagement to prepare this BOV report was not contingent upon developing or reporting predetermined results. The statements of fact contained herein and the substance of this report are based on public records, data provided by the City, reports provided by its consultants and/or as otherwise noted herein. This BOV report reflects our personal, unbiased professional analyses, opinions and conclusions as of the date of this BOV report. We Appreciate the opportunity the provide you with this report. Please do not hesitate to call with any questions. Sincerely, Newmark Grubb Knight Frank R"a Ryan Turnquist Dean P. Washle Associate Managing Director 909-974-4038 Direct 909-974-4027 Direct CA RE License #01971265 CA #01396224 3281 East Guasti Road, Suite 600 1 Ontario, California 91761 1 T 909.605.1100 1 F 909.390.8645 1 www.ngkf.com 0 4-0c O U 0 W FZ M Co f` w V- V- FIN C li s .cn L E 2 N N .� CU L 1 M Q E O Q ' N ^O P► > ^O I..L E VJ U N < L c p -seC L (a c o / c O .N 42 O FIN C li s .cn L E 2 rrr CDS a O ! r ? J O 7 m s C C a C V ZC w W a C T W d N .� z w w. 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IIA �:-:'./ _ LO cn Y Y L E a� z c ♦♦ W cu CDLE O U cn a� c� U) cu J r N O r r r r r N 69 69 6% EF- 60. 69 69 Eg 6R O � CD CD CD CD CD m O O (q Cri O o0 O M O M It M M C* co 0 (l7 N O N r N m 00 r cq N O O O OD O O O O O O O O O r r C C C to co�rl_ C C m co m r r r r r r r r r "2 'd 'L _2 '10- "a (0 (6 (o (a N N N N N N N N N ti c C c N N N co � N co O O N O O N N r r m CD f M 1- O w O O O O O O O O O r r N O r r r r r N 69 69 6% EF- 60. 69 69 Eg 6R O � CD CD CD CD CD m O O (q Cri O o0 O M O M It M M C* co 0 (l7 N O N r N m 00 r cq N O O O OD O O O O O O O O O r r C C C C C C C C C Q > "R '2 '2 "2 'd 'L _2 '10- "a (0 (6 (o (a m m (v (a N P c c c c c c C c N N N N N N N a) N GO m m m m m m m m O It 1- O (9 (6 m m (6 (6 m (E (a (n (n (n (n (n (I) (n (n (n Q > m LU c O Z W D �+ c (Ln c N � Q O C t f0 (n (1) Q �5 LL c (n N Cl LL c U) L p U (41 n c (O O Ln O O O It 1- O LAND # Property Location 1 SE of 3rd St and Waterman Ave San Bernardino, CA 92410 TG:606-J1 APN:0135-351-22 Available Land: San Bemardino Newmark Knight Frank Avail SF/AC Rate/SF Fred Status Utilities 199,53414.58 -- -- Available 199,50514.58 $1.98 -- Mixed Use Environmental Rpts: VERIFY; 2 740 W Congress St 81,89211.88 -- San Bernardino, CA 92410 81,892/1.88 $2.26 TG:-- APN:013609115 -- W Congress St/S G St �•• ,. - ICF 3 NW of E Mill Stand S Waterman Ave 100,188/2.3 San Bernardino, CA 92408 100,188/2.3 TG: 60645 APN:0136-271-24 4 NW of E Orange Show Rd and S 78,408/1.8 Waterman Ave 78,408/1.8 San Bernardino, CA 92408 TG:-- APN:0136-422-14 5 SW of Mill Stand Waterman Ave San Bernardino, CA 92408 TG:606-J2 APN:0136-401-72 Gas Water Sewer Electric Tele FibrOpt Listing Notes Blda SF DescriDtiion 4.58 Acres Available ( Located on Busy 3rd St with Large Street Frontage Lot is Zoned for Office and Industrial Park Uses Medical, Industrial R&D, Retail Commercial, Educational Services Acceptable With an Administrative or Developmental Permit Bldg SF Desc: VERIFY Zoning: OIP Property/Listing #:1128515/1037191 Mos on Mid.: 29 -- In Escrow Gas ❑ Lot 46 -- Ret -General Water ®1.88 Acres of Retail Land Available Highly Visible From 215 Freewa Sewer y 0 Property Being Remediated For Environmental Purposes Electric® Bldg SF Desc: -- Tele ❑ FibrOpt ❑ Zoning: Commercial Property/Listing #:18406811967075 Mos on Mkt: 33 - - - - Available Gas ❑ 2.3 Acres Available $3.49 - - Mixed Use Water ❑ Verify All Details Sewer ❑ Bldg SF Desc: VERIFY Electric❑ Tele ❑ FibrOpt ❑ Zoning: IND Property/Listing #: 869264/408908 Mos on Mkt: 106 No Available Gas ❑ 1.8 Acres Available $3.75 No Mixed Use Water ❑ Cut on Waterman Ave Light Industrial (IL) and Office Industrial (OIP) Zoning Sewer ❑ Ideal for a Contractor's or Storage Yard Electric❑ Direct Access to 1-215 and 1-10 Tele ❑ Bldg SF Desc: - - 175,982/4.04 - 175,982/4.04 $3.76 Environmental Rpts: VERIFY - 6 SW of E Santa Fe Stand S Tippecanoe 39,204/.9 Ave 39,204/.9 San Bernardino, CA 92408 TG: -- APN:0280-082-09 AIR Key Data Zoning: IL DIP Property/Listing #: 205068311628150 Mos on Mkt, 7 Yes Available Gas © t4.04 Acres Available No Ind4ft Water©Access To Waterman Ave & Mill St Excellent Development/Owner-User Property Sewer ©Zoned Li ht Industrial/Office-Industrial Park Electric@ Utilities To Site Tele []Zoned I L & OR Tele ❑ Bldg SF Desc: VERIFY FibrOp Zoning: IUOIP Property/Listing #:1143573/516270 Mos on Mkt: 77 Yes Available Gas ❑ 0.9 Acres $4.00 No Ind -Other Water ❑ Light Industrial Zoning (IL) Sewer Fully Fenced ❑ Direct Access to 1-215 & 1-10 Fwys Electric[] Ideal for Contractor's or Storage Yard Tele ❑ Great Land Spec Opportunity in Path of Development FibrOpt ❑ Bldg SF Desc: - - Zoning: IL Property/Listing #: 2479962/1578856 Mos on Mid: 9 This information has been obtained from sources believed reliable. 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D U 0 CL~ Oa o U m E L a U y= N c0 Z co d N N E *- (Np •C N O E O 'O d L > m i m N O Co L Q U U � m m C o 0 m N r> o z< 0 z Q C U U 0 ao� o z'v� m N �' X` m w�=z o U ` w� a. 0 d N N Y (� OOj O N O W OV w LL m E O C N O C O C 7 •� J U O L Q' ti O 0 ti of .i C O •� Q RS c f5 cO QY cn 04 a'FM Q U N ma�c`` V: C6 X c " c • C7 V ti N N M J O y' m Y m Z O Q O lY E} H (n m w 2 0 J0 o� zco0-0 0 �N a L6 tri. i E lw z 1 2 3 4 5 6 7 8 9 10 14 15 16 17 18 19 20 21 22 23 24 25''. 26 27 28 EXHIBIT "D" Purchase and Sale Agreement and Joint Escrow Instructions Between the Successor Agency to the Redevelopment Agency of the City of San Bernardino And Grant Gorman (See Attachment) 3 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Successor Agency to the Redevelopment Agency of the City of San Bernardino BUYER: Grant Gorman DATED: August 16, 2017 (882 South Washington Avenue, APN 0136-461-09) BASIC TERMS Buyer: Grant Gorman Buyer's Address: 894 W. 18th Street Costa Mesa, CA 92627 Tel: (949) 293-2979 Fax: (323) 693-0828 Email: gorman@altemativeretail.com City: The City of San Bernardino Closing Contingency Date: December 18, 2017 Closing Date (or Closing) Estimated to occur by December 29, 2017, but not later than the Outside Date Deed: A grant deed in the form of Exhibit B hereto Effective Date: August 16, 2017 Escrow Holder: Commonwealth Land Title 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Direct: (213) 330-3059 Cell: (909) 921-2622 Attention: Chrystal Leyvas, VP, National Accounts email: cleyvas(&cltic.com (or another escrow holder mutually acceptable to Buyer and Seller) Independent Consideration Amount: Two Hundred Dollars ($200.00) Outside Date: January 22, 2018; provided that such date may be extended by mutual writing agreement by Seller and Buyer Purchase Price: Eighty Thousand Dollars and no Cents ($80,000.00) Real Property: That property described in Exhibit A hereto; the subject property is sometimes referred to as APN 0136-461-09 Seller: Successor Agency to the Redevelopment Agency of the City of San Bernardino Seller's Address: 300 N. "D" Street San Bernardino, California 92418-0001 Attention: Andrea M. Miller, City Manager Tel. (909) 384-5122 Fax: (909) 384-5138 Email: Miller_An@sbcity.org Soil and Title Contingency Date: August 29, 2017 Title Company: Commonwealth Land Title 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Direct: (213) 330-3059 Cell: (909) 921-2622 Attention: Chrystal Leyvas, VP, National Accounts email: cleyvas(d�cltic.com (or another title insurer mutually acceptable to Buyer and Seller) 2 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of August 16, 2017 (the "Effective Date") by and between Seller and Buyer. RECITALS A. Seller is the fee owner of the Real Property. The Real Property is unimproved. 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. C. In addition to the Purchase Price, material considerations to Seller in agreeing to enter into this Agreement, Buyer has: (i) Agreed to pay to Seller the Independent Consideration Amount; (ii) Informed Seller of its intent to acquire adjacent real property from third - parties for the purpose of obtaining development entitlements and subsequently developing the assembled site with an approximately 27 -acre light industrial business park facility; and; (iii) Further informed Seller that it is committed to cooperatively working with the City's planning staff to ensure that the standards set -forth within the City's entitlements for the intended industrial business park facility are consistent with the City's design expectations. 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: 2. 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 term Real Property is defined collectively as the following: (a) The fee interest in the Real Property to be conveyed by a grant deed in the form of the Deed; and (b) All personal property, equipment, supplies, and fixtures owned by Seller and located at the Real Property. 3. 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 Purchase Price for the Real Property. Upon payment of the Purchase Price (less any adjustments made to clear liens and to defray Seller's costs of sale including, but not limited to, the preparation of legal documents and validation of the purchase price incurred by the City of San Bernardino and the Seller's share of closing costs), the use of sales proceeds by Seller is a matter with which Buyer is not concerned. 4. 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 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, 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) Independent Consideration. Within two (2) days after the Effective Date, Buyer shall pay to Seller the Independent Consideration Amount to be retained by Seller as non- refundable independent consideration. The Independent Consideration Amount has been bargained for and agreed to as consideration for Seller's execution and delivery of this Agreement and Buyer holding the Real Property off the market for a period commencing as of the Effective Date and continuing until the Outside Date and for the rights and privileges granted to Buyer herein, including any and all rights granted to Buyer to terminate this Agreement under the circumstances provided for herein. Notwithstanding anything to the contrary contained in this Agreement, the Independent Consideration Amount shall be non-refundable in all events, except for (i) Seller's default hereunder, (ii) the failure of the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the "Oversight Board") to approve the sale of the Real Property as provided under this Agreement, and (iii) actions by the California Department of Finance ("DOF") which prevent the disposition of the Real Property to Buyer as provided under this Agreement. If the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the Independent Consideration Amount. (c) Closing. For purposes of this Agreement, the "Closing" or "Closing Date" 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 the 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 the 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. 5. 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 Sellers' authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company 19 consistent with the terms of this Agreement, including without limitation approval of the Oversight Board of the sale of the Real Property by Seller to Buyer. 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 the Soil and Title Contingency Date. 6. Buyer's Right of Entr► . 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 the Real Property. In addition to the foregoing, the Buyer shall have the right, at its sole cost and expense, prior to the Soil and Title Contingency Date, to engage its 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 determines that it, in its discretion, 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 which specifically references this Section 5. If Buyer does not cancel this Agreement by the time allowed under this Section 5, Buyer shall be deemed to have 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 be provided a copy 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 the condition prior to its testing by or on behalf of Buyer if requested to so do by Seller. Buyer is a sophisticated party and is familiar with the acquisition and use of property, including for commercial uses. 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 its 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 5 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. (b) No Warranties as To the Real Pro�aerkY. The physical condition and possession of the Real Property, is and shall be delivered from Seller to Buyer in an "as is" condition, with no warranty expressed or implied by Seller, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Real Property for development purposes. In addition, Seller makes no representations, warranties or assurances concerning the Real Property, its suitability for any particular use or with regard to the approval process for entitlements as to the Real Property. (c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under the Real Property. Such precautions shall include compliance with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the state, the County, the City, or any other political subdivision in which the Real Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Real Property ("Governmental Requirements") with respect to Hazardous Materials. 7. Buyer's Conditions Precedent and Termination Rip -ht. (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. (i) Title Review. Within twenty (20) calendar days after the Opening of Escrow, but in no event later than the sixtieth (60th) day after the Effective Date, Seller shall cause the 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 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 51 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, the Title Company shall, upon payment (by Buyer) of the 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 ("Standard 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 ALTA 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 Soil and Title the 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 at Section 8(a)(iii) of this Agreement; provided that Buyer 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) Oversight Board and DOF Approval. The Oversight Board and, if required as a condition of the issuance of title insurance or by either party hereto, approval by DOF, shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (x) 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. Each of (i), (ii) and (iii) shall operate independently and each shall entitle Seller to terminate this Agreement, as follows: (i) If the Independent Consideration Amount is not paid by Buyer to Seller by the Initial by the time set forth therefor in Section 3(b)(i) of this Agreement, then this Agreement shall terminate upon Seller giving notice thereof to Buyer; (ii) If any of Buyer's Contingencies not be met by the Closing Contingency Date, and Seller so informs Seller, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement so terminated, 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, unless Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not been terminated pursuant to (i) or (ii) of this Section 6(b) and Buyer has neither terminated this Agreement in writing ("Termination Notice") on or before 5:00 p.m. on the Monday preceding the scheduled Closing ("Termination Notice Deadline"), then all such Buyer's Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice as the items set forth in Sections 6(a)(i)-(xi) inclusive, prior to the Termination Notice Deadline, such Buyer's Contingencies shall be deemed to have been satisfied. If this Agreement is terminated, 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, unless Seller is in default hereunder, in which case Seller shall pay all such fees. (c) Seller's Cure Rig. Buyer shall notify Seller, in Buyer's Termination Notice, 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 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). 8. Seller's Conditions Precedent and Termination Ri2ht. 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 and Title 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 Bu er'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 pro forma 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) Oversight Board and DOF Approval. The approval by the Oversight Board and DOF shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (f) Delivery of Documents. Buyer's delivery of all documents described in Section 9(a), below. 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) and Buyer has so informed Seller, Seller may, by written notice to Buyer, terminate this Agreement; such termination rights shall be in addition to those termination rights of Seller as set forth in Section 6. If this Agreement is so terminated, 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. X 9. 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 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 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) Possession of Real Poperty. Possession of the Real Property free of any tenancies or occupancy. (v) Authorit%. 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. 10. 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, less amounts which Seller confirms in writing to Escrow Holder were theretofore paid to Seller as the Independent Consideration Amount, 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 10 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. (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) Monevs for Buyer's Real Estate Broker. Buyer shall deposit any moneys due and payable to Buyer's Real Estate Broker in connection with the sale of the Real Property. (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. 11. 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 a Standard Buyer's Title Policy with coverage in the amount of the Purchase Price; (iv) documentary recording fees, if any; (v) documentary transfer tax, if any; (vi) one half of the escrow charges; and (vii) costs and/or fees, as applicable, 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) the Escrow Holder's fee; (ii) Buyer's share of prorations, (iii) the premium for title insurance other than or in excess of a Standard 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) 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. Buyer represents to Seller that Buyer and not Seller shall be solely responsible for payment in connection with the services of any consultants, finders or real estate brokers engaged by Buyer in connection with the purchase of the Real Property 11 from the Seller. Seller represents to Buyer that Seller has not engaged the services of any consultants, finders or real estate brokers in connection with the sale of the Real Property to the Buyer. 12. 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'h 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. 13. Closing Procedure. When the Title Company is unconditionally prepared (subject to 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 Purchase Price, less any applicable debits or credits (including any liens as to which such liens and the amount to satisfy such liens shall have been confirmed in writing by Seller to Escrow Holder) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing 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 12 Seller) to defray the cost of removing deeds of trust, liens and other encumbrances (but not for obligations of Buyer). Escrow Holder shall disburse on behalf of Buyer such moneys as are deposited by Buyer (in addition to the Purchase Price and Buyer's share of closing costs) as the commission for Buyer's Real Estate Broker (unless Buyer's Real Estate Broker shall deliver a written statement to Escrow Holder which indicates that Buyer has arranged to pay Buyer's Real Estate Broker outside escrow and that payment of such remuneration is a matter with respect to which Escrow Holder and Seller need not be concerned). (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 San Bernardino, 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 San Bernardino, the Natural Hazard Report, 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) Closin! 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. (h) Possession. Possession of the Real Property shall be delivered to Buyer at the Closing. 14. 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; provided that each of the representations and warranties of Seller is based upon the information and belief of the Executive Director of the Successor Agency: (i) Seller believes that it has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated subject to the approval of the Oversight Board and, as may be applicable, DOR (ii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, Seller believes that all requisite action (corporate, trust, partnership or otherwise) 13 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) Subject to the approval of the Oversight Board and, as may be applicable, DOF, 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. (iv) Seller believes that 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, to the best of Seller's knowledge, 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. 14 (xii) No person, excepting Seller, has possession or any rights to possession of the Real Property or portion thereof. (b) Subse went 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 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 15 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 Representation Matter and Buyer shall have no obligation to Seller for such Buyer's Representation Matter. 15. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price represents a fair value price for the Real Property. At such time as Buyer makes improvements to the Real Property, the costs for planning, designing, and constructing such improvements shall be borne exclusively by the Buyer and the Buyer shall construct or cause to be constructed such improvements in compliance with all the zoning, planning and design review requirements of the San Bernardino Municipal Code, and all nondiscrimination, labor standard, and wage rate requirements to the extent such labor and wage requirements are applicable. This Agreement does not require that Buyer undertake any improvements to the Real Property. Buyer, including but not limited to its contractors and subcontractors, shall be responsible to comply with Labor Code Section 1720, et seq., if applicable, and its implementing regulations, regarding the payment of prevailing wages (the "State Prevailing Wage Law"), if applicable, and, if applicable, federal prevailing wage law ("Federal Prevailing Wage Law" and, together with State Prevailing Wage Law, "Prevailing Wage Laws") with regard to the construction of improvements to the Real Property, but only if and to the extent such sections are applicable to the development of the Real Property. Insofar as the parties understand that Buyer is paying a fair market price for the Real Property, the parties believe that the payment of prevailing wages will not be required. In any event, Buyer shall be solely responsible for determining and effectuating compliance with the Prevailing Wage Laws, neither the Seller nor the City makes any final representation as to the applicability or non -applicability of the Prevailing Wage Laws to improvements to the Real Property, or any part thereof. Buyer hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold each of the Seller and the City, and their respective officers, employees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon Buyer's acts or omissions pertaining to the compliance with the Prevailing Wage Laws as to the Real Property. This Section 15 shall survive Closing. 16. 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 the Basic Terms section above, 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. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of 16 changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the parties' respective counsels is for information only, is not required for valid Notice and does not alone constitute Notice hereunder. (c) Brokers. Seller assumes sole responsibility for any consultants or brokers ("Seller's Agents") 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 represents to Buyer that Seller 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. 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 ("Buyer's Agents") 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 that it has engaged Lee and Associates Commercial Real Estate Services as "Buyer's Real Estate Broker" and that Buyer shall be solely responsible for any commission, cost, fee or compensation of any kind due to Buyer's Real Estate Broker. Buyer represents to Seller that Buyer has not engaged any consultants, finders or real estate brokers other than Buyer's Real Estate Broker 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 other than Buyer's costs with respect to the Buyer's Real Estate Broker. 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 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 17 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) 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. (i) 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. 0) Obligations to Third Parties. City shall be deemed to be a third party beneficiary of this Agreement. Excepting only for the City, 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. (k) 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. (1) 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. (m) Applicable Law. This Agreement shall be governed by and construed in accordance with the local law of the State of California. (n) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. (o) 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. 18 (p) 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. (c) Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party. [signatures begin on the following page] IM, IN "WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. _j �..._"...... t. SUCCESSOR AGENCY TO THE REDEVELOMM AGENCY OF THE CITY OF SAN BF�NARDINO, a public entity, exnporate and politic Br. Lin Andrea M. N idler City ManagerlExecutive Direr "BUYER" GRANT 8y: _ rah ! Garman 20 Acceptance by Escrow Holder: Commonwealth Land Title hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic ("Seller"), and Grant Gorman ("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: , 201_ COMMONWEALTH LAND TITLE By: Name: Its: EXHIBIT A LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of San Bernardino, described as follows: Lot 6, Tract No. 1995, Valley Truck Farms, as per plat recorded in Book 29, Page 13 of Maps in the City of San Bernardino, County of San Bernardino, State of California. APN: 0136-461-09 Commonly known as: 882 South Washington Avenue, San Bernardino, California I_WI EXHIBIT B DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Grant Gorman 894 W. 181h Street Costa Mesa, CA 92627 APN: 0136-461-09 [Space above for recorder.] DOCUMENTARY TRANSFER TAX computed on the consideration or value of property conveyed; OR computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax - Firm Name GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic ("Grantor"), hereby grants to Grant Gorman ("Grantee"), that certain real property located in the County of San Bernardino, 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 , 201 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO Andrea M. Miller City Manager/Executive Director V:&a ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of San Bernardino, described as follows: Lot 6, Tract No. 1995, Valley Truck Farms, as per plat recorded in Book 29, Page 13 of Maps in the City of San Bernardino, County of San Bernardino, State of California. APN: 0136-461-09 Commonly known as: 882 South Washington Avenue, San Bernardino, California ATTACHMENT NO. 1 TO GRANT DEED TO EXHIBIT B 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 , personally appeared before me, ss. (Print Name of Notary Public) , Notary Public, 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 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 ❑ Individual ❑ Corporate Officer DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Title(s) ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) Number Of Pages ❑ Guardian/Conservator ❑ Other: Signer is representing: Date of Documents Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above EXHIBIT C FIRPTA CERTIFICATE TRANSFEROR'S CERTIFICATE OF NON -FOREIGN STATUS To inform Grant Gorman (the "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 Successor Agency to the Redevelopment Agency of the City of San Bernardino (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: 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. Successor Agency to the Redevelopment Agency of the City of San Bernardino C-1