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HomeMy WebLinkAbout2018-0772 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 281 RESOLUTION NO. 2018-77 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE CITY ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND HIP SOCAL PROPERTIES, LLC WITH RESPECT TO THE REAL PROPERTY LOCATED ON THE NORTH SIDE OF EAST COOLEY AVENUE, APPROXIMATELY 1,500 FEET WEST OF SOUTH TIPPECANOE AVENUE, SAN BERNARDINO, CALIFORNIA (APNS 0281-031-51 AND 0281-041-41), 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 I City 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 I 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 (the "Successor Agency Properties"); 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 located on the I north side of East Cooley Avenue, approximately 1,500 feet west of South Tippecanoe, San Bernardino, California (APN 0281-031-51 and 0281-041-41) (the "Property"); and WHEREAS, within the LRPMP, the Property is: i) identified as Site No. 44; (ii) described as a 4.35 -acre parking lot consisting of two (2) parcels zoned Heavy Industrial (2.78 acres of which is constrained by two high-tension power distribution line easements, 0.60 acres of which consists of a 20 -foot strip of land and 0.97 acres of which is developable with structures [the "Property's Limitations"]); iii) designated for sale; and iv) more fully described in Exhibit "A" attached hereto, which is an excerpt from the LRPMP; and WHEREAS, on March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorized a competitive process that would result in listing for sale of 18 real property sites with a real estate broker (two of which are owned by the City of San Bernardino); and WHEREAS, on August 16, 2017, the Successor Agency Board approved the amended Property Disposition Strategy, which reduced the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is owned by the City of San Bernardino); ii) provided for an alternate method of real property disposition for the two real property sites removed from the group to be listed with a real estate broker; iii) where applicable, provided a current status update on completed and pending real property transfers; and iv) established an Escrow and Title Administrative Management Fee to allow the City to recover a portion of the cost of its services with respect to the management of the sale of real property assets; and WHEREAS, consistent with the amended Property Disposition Strategy, on October 18, 12017, the Successor Agency approved an Agreement with Keller Williams (the "KW Agreement") to list and sell 15 real property sites of the Successor Agency (the City entered into a separate agreement with Keller Williams for its single real property site); and WHEREAS, as a part of the KW Agreement, KW is required to prepare of a Broker's I Opinion of Value (the `BOV") for each Successor Agency property that is to be sold; and pi 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, 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 is fair and reasonable; and WHEREAS, in response to the listing, KW received, thoroughly reviewed and vetted several offers to purchase the Property; and WHEREAS, on December 22, 2017, HIP SoCal Properties, LLC (the "HIP") offered to purchase the Property for $625,000 (the "Purchase Price") (a copy of the offer is attached to this Resolution as Exhibit `B"); and WHEREAS, KW has confirmed that HIP's purchase offer was the highest received, that HIP j is a credible buyer capable of purchasing the Property and has recommended that the Successor Agency consider HIP's purchase offer; and WHEREAS, on December 26, 2017, KW submitted its BOV, indicating its opinion that the J market value of the Property, inclusive of the Property's Limitations, is currently $351,200 (the "BOV Market Value"); and WHEREAS, in consideration that the Purchase Price exceeds the BOV Market Value by $273,800, or 77.96%, it may be concluded that the purchase price offered by HIP 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 HIP 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 Purchase and Sale 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 1 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 3 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, 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 I 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 Purchase and Sale Agreement between the Successor Agency and HIP for the purchase and sale of the Property, attached hereto as Exhibit "D," is approved. SECTION 3. On behalf of the Successor Agency, the City Manager, in the capacity as Executive Director of the Successor Agency, or designee, is authorized and directed to execute the Purchase and Sale Agreement and the grand deed, the form of which is attached to the Purchase and Sale 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 Purchase and Sale Agreement by the Oversight Board and the DOF. rd 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 CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE CITY ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND HIP SOCAL PROPERTIES, LLC WITH RESPECT TO THE REAL PROPERTY LOCATED ON THE NORTH SIDE OF EAST COOLEY AVENUE, APPROXIMATELY 1,500 FEET WEST OF SOUTH TIPPECANOE AVENUE, SAN BERNARDINO, CALIFORNIA (APNS 0281-031-51 AND 0281-041-41), 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 21" of March 2018, by the following vote, to wit: Council Members: AYES NAYS MARQUEZ V BARRIOS VALDIVIA Y 5 SHORETT XCnI NICKEL y RICHARD V MULVIHILL X ABSTAIN ABSENT Georgeann anna, CM &, City Clerk The foregoing Resolution is hereby approved this 21" day of March 2018. l r R. Carey DavZardino, Mayor City of San B 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. 44 East Cooley Avenue, San Bernardino (APN 0281-031-51 and 0281-041-41) Excerpted from the Long -Range Property Management Plan (Pages 205-209) (See Attachment) 0 EXHIBIT "A" 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 HIP SoCal Properties, LLC Offer December 22, 2017 (See Attachment) 7 EXHIBIT "B" 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 Keller Williams (See Attachment) EXHIBIT "C" 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 26.1 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 HIP SoCal Properties, LLC (See Attachment) 0 Successor Agency to flu Redevelopment Agency ofthe City of San Bernardino Long -Range Property Management Plan September 2015 Site No. 44: E. Cooley Avenue Parking Lot Address: E. Cooley Avenue APNS: 0281-031-51 0281-041-41 205 V. Property to be Sold Site No. 44 — E. Cooley Parking Lot Successor Agency to the Redevelopment Agency ofthe City of San Bernardino Long -Range Property Management Plm, September 2015 Site No. 44: I" Cooley Avenue Parking Lot A. Permissible Use MCS 34191.5 e F) f ;) y Site No. 44 is the E. Cooley Avenue Parking Lot (the "Parking Lot") and is proposed to be sold by the Successor Agency. B. Acquisition ofPronerty BSC 6 34191.5 (c) (1) (A) and 6 34191.5 (c) (1) M Property records indicate that the Parking Lot was acquired by the Agency in several separate transactions and carnes a total Book Value of $437,337. The following table details the property records: Acquisition Book Original APNs as APN Date Value Acquired by Agency Historical Background 0281-031-01 - 0281-031-51 0281-031-19 September 1978 $437,337 1 - Eminentdomain action 0281-031-30 0281-041-41 0281-041-17 The Parking Lot 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 Parking Lot is $310,000. C. Site Information BSC 6 34191.5 (c) (1) (C)): The Parking Lot consists of two (2) parcels (APNs 0281-031-51; 0281-04141) totaling 4.35 acres located on E. Cooley Avenue. The Parking Lot is zoned Industrial Heavy (IIS, The IH designation is intended for a variety of intense industrial activities that could potentially generate significant impacts, such as excessive noise, dust, and other nuisances, such as rail yards and multi -modal transportation centers. This zone is also intended to provide for the continuation and development of heavy manufacturing industries in locations where they will be compatible with and not adversely impact adjacent land uses. On April 3, 2013, DOF approved Oversight Board adopted Resolution No. SBOB/2012-20, which authorized the Successor Agency to, among other things, recover the Property from the San Bernardino Economic Development Corporation (the "SBEDC") and to grant a real property easement with respect to a portion of the Property to the SBEDC (see Exhibit "J" — DOF Correspondence). The Successor Agency intends to grant the easement prior to the disposition of the Property. D. Estimated Current Value, HSC ; 34191.5 (c) (1) (D)): To determine an ECV for the Parking Lot, in January 2015, the Agency conducted a comparable sales analysis through the National Data Collective. The ECV was determined to be approximately $310,000. 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 206 V. Properly to be Sold Site No. 44 —E. Cooley Parking Lot Successor Agency to the Redevelopment Agency of the City of Sam Bernardino Long Range Properly Management Plan September 2015 Site No. 44: R Cooley Avenue Parking Lot 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. 1" Site Revenues (HSC.6 34191.5 (c) (1) (E)): There are no site revenues generated from the Parking Lot. F. Histon, ol Environmental Contamination WSC s 34191.5 c 1 (F)): There is no known history of environmental contamination su G. PotendaliorTransit Oriented Development (TOD) and the Advancementot'Plannin, Objectives of the Successor Asencv (SSC 6 34191.5 (c) (1) (G)): There is no potential for a TOD in conjunction with Parking Lot. Selling the Parking Lot 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. Histoma of Previous DeveloomentPr000sals and Acdvity (HSC kY 3419L5 (ci (1) (H)): In September of 1989, a Disposition and Development Agreement and Lease and Option to Purchase (the "Agreement") was approved between the Agency and Rockwell International ("Rockwell") for their operation on Cooley Avenue. The Agreement called for the Agency -owned parcels (APNs 0281-031-51; 0281-041-41) to be improved as a parking lot and made available to Rockwell for parking. Operations at Rockwell ceased in 1997 and since then, the Parking Lot has had two (2) development proposals from two different developers to combine APN 02812-041-41 with other property for development; neither came to fruition. Disnoskion ofPropertl: The Successor Agency proposes to sell the Parking Lot 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 Parking Lot is approximately $310,000. Date of estimated current value — January 2015 60 :Rmeotracker.waterboards.ca,iov/mail!CMD=ruarevort&iii,do6ie6s=�:ouit,+Hue+arid+Goole;+Ct+San+Bemardino 207 V. Property to be Sold Site No. 44 — E. Cooley Parking Lot Successor Agency to the Redevelopment Agency of the City of San Bernardino Long -Range Property Management Plan September 1015 Site No. 44: E. Cooley Avenue Parking Lot Value Basis — The ECV was determined by a comparable sales analysis using the National Data Collective subscription service. The ECV is approximately $310,000. 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 .T. Implementation o1 the Long; Ranve Properri, Management Plan: Following the approval of the LRPMP by the DOF, the Successor Agency will implement the LRPMP. For properties to be sold, implementation will include distribution of any land sales proceeds for enforceable obligations and/or distributed as property tax to the taxing entities. Due to the vagaries associated with the sale of land, such as uncertainties concerning the timing of sale and the price that would be realized, it is not feasible to precisely state in the LRPMP how the funds will be used. In that regard, once an agreement is reached with respect to the purchase and sale of a property, the agreement will be presented to the Oversight Board for concurrence. The Oversight Board's approval will be evidenced by a resolution that will be submitted to DOF and, per the HSC, is subject to DOF's review. That resolution will include or refer to a staff report which describes with greater particularity, once more facts are known, how the proceeds of sale will be distributed. As noted in Section I — Introduction of the LRPMP, the LRPMP provides that proceeds of the sale may be used for enforceable obligations and/or distributed as property tax to the taking entities through the County Auditor -Controller. The need to retain some or all of the proceeds of sale for enforceable obligations will depend on whether there is a short -fall in RPTTF in the ROPS cycle during which the escrow is anticipated to close. If a short -fall were to occur in the RPTTF at that time, then all or a portion of the sale proceeds should be used to fulfill an enforceable obligation with any remaining sale proceeds then distributed as property tax to the taxing entities through the County Auditor -Controller. If there is not a short -fall in RPTTF at the time of close of escrow, then land sale proceeds would be distributed as property tax to the taxing entities through the County Auditor -Controller in a manner described at the time of Oversight Board approval as to a - — 208 T - V. Property to be Sold Site No. 44 - E. Cooley Parking Lot Succemor Agency to the Redevelopment Agency ofthe City of Son Bernardino Long Range Property Management Plan September 201S Site No. 44. E. Cooley Avenue Parking Lot particular property sale. Since it is impossible to foresee when and if a short -fall in the RPTTF may occur, or when the property will be sold, the use of the sale proceeds cannot be specifically determined at this time and, therefore, cannot be stated with greater particularity in the LRPW. However, it is clear that at the time a sale takes place, the sale will be brought back to the Oversight Board and will be subject to review. 209 V. Property to be Sold Site No. 44 — E. Cooley Pau king Lot STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Vacant Land) AIR Commercial Real Estate Association December_ 22, 2017 (Date far Reference Purposes) 1. Hwy". " t hewa:-d SndLst__3J =cur;n.: anc, rr Assi_:nee ( 'Buyer) hereby offers to purchase the real properly, hereinafter described, from 011e owner thereof ('Seller') (collectively. the'Partias' or Individually, a "Party), through an escrow ('Escrow") expectad to close -20 er 10 days after the waiver or expiratlon of the Buyer's contingencies, (ExpecWd Closing Date") to be heto by Law-,•ers Title; Attn_ Kristi Sims -Munoz _ CEscrow Holder") whose address is 3480 Vine Street, Riverside, CA_ 92507 _ T PhoneNo._ 90.9-8_41-7645 ,Facsimile No, upon the leans end carld6o-ns set forth in this agreement ('Agreement"). Buyer shall have the right to assign Buyers rights hereunder, but any such assignment shah not relieve Buyer of Buyer's obligations herein unless Satter expressly releases Buyer. 1.2 The term "Date of Agreemenr as used herein shall be the date when by execution and delivery (as defined in paragraph 20.2) of this document or a stdhsequent counteroffer thereto, Buyer and Seller have reached agreement in wrIUM whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties. 2. Property. 2.1 The real property ("Property) that is the subject of this offer consists of (msert a brief physical description) A1,1 roxima tel , 4.35 ncaes of Land - - is located In the city of San Bernardino County of San _Bernardino slaw W Cal s for n; a is commonly known by the street address of E Cool e Ave arrd is khgW 6asctibid sa: ?'t b2 _ :or-ided r. esa o.. (APN:0281-031-51 F 0281-041-41 t 22 if the legal description of the Property Is not complete or Is inaccurate, this Aprermenr Basta nM tit invalid and f)1e legal description shall be completed or corrected to meet the requirements of LL; ens Title ('Title Company"), which shall Issue the title policy hereinafter described. 2.3 The Property includes, at no additional cost to Buyer, the permanent Improvements thereon, including those hems which Pursuant to applicable law are a part of the property, as well as the following Items, if any, owned by Seller and at present located on the Property. N/A All inarrovements must be vacant and no third .art. ma, have a cossessor interestin an:. imisovement as of Closing. T - (ce>lecivehy, the 9mprovernenfg"). 2.4 Except as provided in Paragraph 23, the Purchase Price does not include Sellers personal property, furniture and fumishings, and N/A _ all of which shall be removed by Seller prior to Closing. 3. Purchase Price. 3.1 The purchase price ("Purchase Price•) to be paid by Buyer to Serer for the Property shall be: H $625, 000.00 or per unit. The unit used to determine the Purchase Price shah be: O tat Cl acre Q square toot ❑ other proroting areas of less then a full unit. The nurhber of units small be based on a calculation of total area of the Property as certified to the Parties by a licensed surveyor in accordance with paragraph 9.1(g). However, the following rights of way and other areas w li be excluded from such calculation: The Purchase Price hnaG be wyabir as rdWws (a) Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash transaction, the Purchase Price): sfi25.onID. 00 (Swilaii0fie -- appa! -+in PaFSPIRaph 6.4. 98111y; (a) Buyeii shall take 011o to the PpapeFly subject ie eAdApPassum #m fall" emsli Said AFG! 01111COic Payable all P" FROAth, (Swke anal AsIlildiRif IRISFaill at the fate Of 08F 8AR apwq+=Wa.- - -aaa;B Mrare-fsasarsr.sah.nm _ T nslutftr>e'+tfereEt at ate We of a Is due PFi- (Sh" goal (0) guysFeball lilwagelIsFa dead ellAfel (! base Money 1200d G4 TOU69; on" - RAPUPOW %+* PAGE i OF 9 INITIALS INITIALS ®2008 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFAL4-"12E d.2-u-�Nrjneitie- x-:]'ii�ir-¢`�"E-�'wiirt-'tT"Gu*-in--Or-awes' inq; 4. Oeposho. 44-$-0 within 2 sr 5 business days after -both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder. Buyer shall deliver to Escrow Holder a check In the sum of $20, 000. 00 If sold check Is net received by Escrow Halder vdthln said time period then Sellar may elect to unilaterally terminate this transaction by gluing widen notice of such election to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter Into an agreement for purchase and sale. Buyer's check or funds shalt upon request by Buyer, be promptly returned to Buyer. koAtm r) business days afteF ...;OF shall depeall kvM Ap WOW,; she AddO-GAR' A-M ,j hea:� �.. ,tie o,,,�., .., as..e ....:... FF 7. -Real Estate Brokers. 7.1 She fogowing real estate broker(s) ("Brokers") and brokerage relationships exist in lhis transaction and are consented to by the Parties (check the applicable boxes): Keller Williams represents Seger exctusiwely(BelWsBroker')! Cd Lee & Associates - Ontario represents Buyer exclusively ('Buyer's Broker"); or i — represents both Seller and Borer ("Dual Agency"). The Parties acknowledge that Brokers are the Prxuruhg cause of this Agreement. See paragraph 24 regarding the nature or a real estate agency relationship. Buyer shag use the services of Buyers Braker exclusively In connection witty any and all negotiations grid offers with respect to the Property for a period of 1 year from the date inseAed for reference purposes at the top of Pegs 1. 7.2 Buyer and Seger each represent and warrant to the other that helsheftt has had no dealings with any person, firm, broker or finder in connection with the negotiation of this Agreement anctfor the consummation of the purchase and sale contemplated herein, other than the Brokers named In paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers Ware entioad to arry commission or finders fee in connection with this transaction as the result of any dealings or acts of such Party. Buyer and Seger do each hereby agree to indemnify, defend, protect and hold the other harmless iron and against arty cosre, expenses or liability for compensation, commission or charges which may be claimed by any broker, finder or other similar party. other then said named Brokers by reason of arty dealings or art of the indemnifying Party. 8. Escrow and Closing. &1 Upon acceptance hereon by Seger, this Agreement. Inetudbhg any counteroffers incorporated hereln by the Parties, shag Consfitute not only the agreement of purchase and sale between Buyer and Seger, but also Instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shalt not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by PAGE 2 OF 9 INITIALS INff1ALS 02008. AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFAL"4112E the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Halder may, however, include Its standard general escrow provisions. 8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as defined In paragraphs 12 and 20.2 and advise the Parties and Brokers, In writing, of the date ascertained. &3 Escrowr Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the Community in which Escrow Halder is located• including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the stale where the Property Is located shall prevail. 8.4 Subject to satisfactlon of the contingencies herein described, Escrow Holder shag Gose this escrow (Ore "Closing") by recording a general warranty deed (a grant deed in California) and the ogler documents required to be recorded, and by disbursing the funds and documents In accordance with this Agreement �ry &8 Escrow Holder shall verify that all of Buy0s contingencies have been satisfied or weived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs (b), (c), (d), (a), (g)• (t), (n), and (o), 9A, 8.6, 12, 13, 14. 16. 18, 20, 21,22, and 24 are, however• matters of agreement between the Parties only and are not instructions to Escrow Holder_ 8.7 If this transaction is terminated for non salstacton and rwn-waiver of a Buyer's Contingency, as defined in paragraph 92, then neftlWof the Parties shall thereafter have any liability to time other oder this Agreement, except to the extent of a breach of arry of rtmative covenant or warranty in We Agreement. in the event of such termination. Buyer shall be promptly reftmded all funds deposited by Buyer with Escrow Holder, less only the 8101) provided for In paragraph 4.4 and the Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyers obligation. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellation fees and costs. 8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holders fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, eareementa, covenants or warranties contained therein. 9. Contingencies to Closing. The Conti"m&y srmr. Dau shall be dagnod se the der that the fully ehmceted escrow agreement to mmhdvad ry the eeerar hawar. 9.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVEDSUCH ITEM, MATTER OR DOCUMENT. Buyers conditional approval shag con" ule disapproval, unless provision is made by tis Seller within the time specified therefore by the, Buyer in such conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shag promptly provide an Parties with copies of any written disapproval or conditional approval which it receives. With regard to subparagraphs (a) through (m) the pre-printed time periods shall control unless a different ruanberof days is inserted In the spaces provided. (a) Disclosure. Seller shag make to Buyer, through Escrow, all of the applicable disclosures required by law (See AIR Commercial Real Estate Association (^AIR") standard farm anthied "Seller's Mandatory Disclosure Statement) and protide Buyer with a completed Pmpartir Information Sheet ('Property Information Sheet) concerning the Property, duty executed by or on behalf of Seger In Rha current farm or equivalent to that published by the AIR within 10 er.-- days following the Date of Agreement. Buyer has 10 clays from the receipt of said disclosures to approve or disapprove the maters disclosed. (b) Phystoef Inspection. Buyer has 10 OF 20 days from the Contingency Start Dace F843610 Of 1119 PmPB#Y 'FAFFA-91911 Sheet-GF414- Data to satisfy itselfwith regard to the physical aspects and size of the Property. (c) Hazardous Substemxe Cwdlibons Report. Buyer has 30at 20 days from the receipt of the Property Information Sheet or the Date of Agreement, whichever Is later, to satisfy Itself with regard to the environmental aspects of the Property. Seller recommend& that Buyer obtain a Hazardous Substance Conditions Report concerning lira Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A "Hazardous Substance" for purposes of this Agreement Is defined as any substance whose nature andtor quardity of existence, use, manufacture, disposal or effect, render it subject to Federal, state or local regulation, investgafion, remediation or removal as potentially injurious to public health or welfare. A 'Hazardous Substance Condition" for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remediation andfor removal under applicable Federal, state or local law. (d) Soil inspection, Buyer has 29 or 20 days from the Conungency start. Dau Agreemeril. wl;j0h0V9F 19 War to satisfy Itself with regard to lire condition of the soils on the Property. Seller recommends that Buyer obtain a sag test report. Any such report shag t)e paid for by Buyer. Seller shall provide Buyer copies of any soils repos that Seller may have within 10 days of the Date of Agreement. (e) Govemmardal Approvals. Buyer has 39 a 20 days from the Cmaingerwy Start Date Dalat-OfAliFsemerit to satisfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or desirable In connection with its Intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, fire, polim handicapped and Americans with Disabilities Act requirements, transponatan and environmental matters. NOTE: Past uses of the Property may no longer be allowed. In the event that the Property must be rezoned, it is Buyers reponsibildy to obtain the rezoning from the appropriate government agencies. Seiler shall sign all documents Buyer is required to file In connection with rezoning, conditional use permits and(ar other development approvals. (f) Condraons of Tice. Escrow Hakim shag cause a current commitment for title insurance ('Title Commitment' concerning the Property Issued by the Title Company, as well as legible copies of all documents referred to In the Tide Commitment P'Undarlying Documents'), and a scaled and dimensioned plat showing the location of any easements to be delivered to Buyer within 1D or-- days following the Data of Agreement. Buyer has 10 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to satisfy itself with regard to the condition of tile. The disapproval by Buyer of any monetary encumbrance, which by the terns of this Agreement is not to remain against the Properly after the Closing, shag not be considered a failure of this contingency, as Seller shall have the obligation, at Seller's expense, to satisfy and remove such disapproved monetary encumbrance at or before the Closing. (g) Sunray. Buyer has 39 r 20 days from the ContSn3ency Start Dare to satisfy itself with regard to any ALTA title supplement based upon a survey prepared to American Land Title Association ("ALTA') standards for an owner's policy by a licensed surveyor, showing the legal description and boundary times of the Property, any easements of record, and arry improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Arty such survey shall be prepared at Bu Ws direction and expense. If Buyer has obtained a survey and approved the ALTA title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage owner's fort of tige policy, in which evert Buyer shah pay awry additional premium atr(butable thereto. (h) Exisft Leases and Tenancy Statements. Seller shag within 10 sf�- mays of the Date of Agreement provide both Boyar and Escrow Holder with legible copies of all leases, suilleases or rental arrangements (cosectvey, "Existng Leases") affecting time Property. Ag Bdasing Leasee shay be unninatrd at or Prior W Qoeing, WOW" cost u &W. -Woq a_lepapW...- - Al _--_F'fttGppgl () Owners Association. Seller shall within 10 n.- days of the Date of Agreement provide Buyer with a statement and transfer ^ PAGE 3 OF 9 INITIALS 02008 - AIR COMMERCIAL REAL. ESTATE ASSOCIATION INITIALS FORM OFAL44W12E package from any owners association servicing the Property. Such transfer package shall at a minimum include: copies of the association's bylaws, anldes of incorporation, current budget and financial statement. Buyer has 10 days from the CGnVngcay Start Dau F860IIA Of SUGh 906YFRBFA& to satisfy itself with regard to the association. p) Other Agreements. Seder shag within 10 w +'lays of the Date of Agreement provide Buyer with legible copies of all other agreements ("Other Agreements') known to Seller that will affect the Property after Closing. Buyer has 10 days from the Contingency Start Dare raureipt Of Gold GIh8FAW@oMGAIS to satisfy itself with regard to such Agreements. eaaf+GY. Q) EurfsGng Notes. If paragraph 3.1(c) has not been stricken, Seller shad within 10 ar---.'ays of the Date of Agreement provide Buyer with legible copies of the Existing Notes, Existing Deeds of Tnrst and related agreements (collectively, "Lom Documents') to which the Property is Y& ieri181R subject. Seller shall cause as financing evidenced by the Loan Documents to be paid off. In full, at or prior to Clotho, and ad liens aecuring any loan Documents shall be relaard xinieut cost to Buyer. whish 1pmFesl I. paid, @Ad R the FlaWFO and ametrA of opy impausids; held by the bilgiollsiWiq GonFlestIon YAM isurb Wap. QWAF Wr 40 RU possod to the form and-santop"haFeG4 (m) Personal Property- The Property shall be delivered to Buyer free and Goer of all parscnel property v _ (n) Destruction, Damage or Lass. There Shah mol have occurred prior to the Closing, a destruction of, or damage or loss to, the Property or any portion thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or awe is $lu,000.00 or less, Seller shag repair or cure the loss prier to the Closing if DwArso requests. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithslanding such toss, but without deduction or offset against the Purchase Price. If the cost to repair or ciwe is more than $10.000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be entitled to any insurance proceeds applicable to such loss Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has occurred prior to Closing. (o) Materiel Charge. Buyer shag hove 10 days following receipt of wriden notice of a Material Charge wMM which to softly Itself with regard to such change. `Material Change' shall mean a substantial adverse change in the use, occupancy, tenants, thle, or condition of the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing, Escrow Holder shell assure that no Material Change has Occurred prior to the Closing. (p) SagerPedormance. The delivery of all documents and the due performance by Seder of each and every undertaking and agreement to be performed by Seller under ft Agreement. (q) Brokerage Fee. Payment at the Closing of such brokerage fee as is specified In this Agreement or later written instructions to Escrow Holler executed by Seller and Brokers ("brokerage Fee'). It Is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this Agreement Insofar as the Brokerage Fee is concerned, and that no change Shall be made with respect to the payment of the Brokerage Fee specified in this Agreement, without the vvrtden consent of Brokers. 9.2 All of the contingencies specified in subparagraphs (a) through (m) of paragraph 9.1 are for the benefit of, and may be waived by. Buyer, and may be elsewhere herein referred to as "Buyers Contingencies." 9.3 If any of Buyer's Contingencies or any other matter subject to Buyers approval is disapproved as provided for herein in a timely manner ("Disapproved Item'), Seder shad have the right within 10 days following the receipt of notice of Buyers disapproval to elect to cure such Disapproved hem prior to the Expected Closing Dale ('Sellers Election"). Seals failure to give to Buyer within such period, written notice of Sellees commitment to are such Disapproved Item on or before the Expected Closing Date shall be condustvely presumed to be Seder's Flection not to cure such Disapproved Item. If Seller elects, either by written notice or failure to give written notice, not to cure a Disapproved Item, Buyer shall have the right, within 10 days after Seller's Election to ehher accept title to the Property subject to such Disapproved Item, or to ternnnate this Agreement. Buyar's falure to notify Seller in writing of Buyer's election to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyers election to terminate this Agreement. Unless expressly provided otherwise herein. Sellers right to cure shah not appy 10 the remediation of Hazardous Substance Conditions of to the Financing contingency. Unless the Parties mutually instruct otherwise, If the time periods for the satisfaction of ecnfingenies or for Settees and Buyers elections would expire on a date after the Expected Closing Dale, the Expected Closing Date shall be deemed extended for 3 business days following the expiration of (a) the applicable contingency perlod(s), (b) the period within which the Seller may elect to age the Disapproved Item. or (c) If Seller clads not to cure, the period within which Buyer may clad to proceed with this transaction, whichever is later. 9.4 Buyer understands and agrees that unlit such time as all Buyers Contingencies have been satisfied or waived. Seller and/or Its agents may Soiled. entertain andlor accept back-up offers to purchase the Properly, but Seller may not enter into any other contract -1 serwinars to sell the. Property cr any part thereof. 9.5 The Panes acknowledge that expensive local, state and Federal legislation establish broad liability upon owners andfor users of real property for Ute Investlgation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of the impact of such a condition are highly technical ON beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers to consul[ their own technical and Legal experts with respect to the possible presence of Hazardous Substances an the Property or adjoining properties. and Buyer end Seiler are not relying upon arty investigation by or statement of Brokers with respect therelo. The Parties hereby assume all responsibllity for the impact of such Hazardous Substances upon their respective Interests herein. 1o. Aownlents Required at or Before Ctoshlg: 10.1 Five days print to the Closing date Escrow Halder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the Parties. 10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing: (a) Grant or general warranty deed, duly executed and in recordable form, conveying fee title to the Property to Buyer. (e) An affidavit executed by Seller t0 Ura effect that Seller is not a'foreign person" wilhin the meaning of Internal Revenue Code Section 1445 or successor stalUtes. If Seller does not Provide such sifidavk in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seders proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with, respect to purchases from foreign sellers. (f) If the Property is located in California, an affidavit executed by Seller to the effect that Seller is not a "nonresident' within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller does riot provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior 10 the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds end remit to the Franchise Tax Board such sum as is required by such statute. (h) If the Seiler is a corporation, a duty executed corporate resolution authorizing the execution Of this Agreement and the sale of the Property. 10.3 Buyer shall deriver to seller through Escrow! (a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under IMs Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any colter method acceptable to Escrow Holder in immediately collectable funds, no later Than 2:00 P.M. on the business day pdor is of the Expected Closing Date provided, however, that Buyer shall not be required to deposit such monies into Escrow ifti at the me set for the deposit of such monies Seder is in default or has indicated that it will not perform any of its obligations hereunder. Instead, in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required j� PAGE 4 OF 9 INITIALS INITIALS =008 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFAL4 W12E monies were available. (1) If the Buyer is a corporation, a duty executed corporate resolution authorizing Me exemrl om of this Agreement and the purchase of the Prop". .4 At Closing, Escrow Holder shall cause to be issued to Buyer a standar coverage (or ALTA extended, if elected pursuant to 9.1(g)) owners form policy of this insurance effective as of the Closing. issued by the. Me Company In the fun amount of the Purchase Price, insuring Ube to the Property vested lin Buyer, subject only to this exceptions approved by Buyer and togeMar with any andorsemenss nxawrlaby rcqufrtid by buyer (at Buyers upmes). In the event there is a Purchase Money Deed of Trost in this transedion, the policy of title insurance shall be a Joint protection policy Insuring both Buyer and Seller. IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, iT MAY BE ADVISABLE TO OBTAIN TiTLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECOR13ED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 11. Proradons and Adjustments. 11.1 Texas. Applicable real property tames and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events Occurring prior to the Closing. Payment of fine prorated amount shall be made promptly in cash upon receipt of a copy of any, supplemental bill. 11.2 Insurance. WARNING: Any insurance which Seller may have maintained well terminate on the Closing. Buyer is advised to Obtain 11.6 Owner's Assedation Fees, Escrow Holder shall: (1) bring Sellers aacourd with the association current and pay arty delinrluendas or transfer fees from Seller's proceeds, and (fl) pay any up front fees required by the association from Buyers funds. 12. Represerttadmrs and Warranties of Seller and Disclaimers. 12.1 Setters warranties and represerdatkirrs shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuit or action based upon them must be commenced within such time period. Sellers warranties and representations are true, matedel and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers: (a) Atdhonty of Sef/er. Seller is the owner of the Property end/or has the full right, power and authority, to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seftes Obligations hereunder. (b) Maintenance During Escrow and Equipment Corxdron At Closing. Except as otherwise provided In paragraph S.I(n) hereof, Seller shall maintain the Properly until the Closing in its present condition, ordinary wear acrd tear excepted. (c) Hazardous SubstanceWSYorage Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer In wining, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of arty above or below ground storage tank. (d) C Wawe. Seller has no knowledge of arty aspect or condition of the Property which violates applicable laws, rules. regWatimns, Codes of covenants, condnlons or restrictions, or or improvements or alterations made to the Property without a permit where one was required or of arty unfulfilled order or directive of arty applicable gowemm"I agency or casualty insurance company requiring entry investigation, relT edlalion, repair, maintenance or improvement be performed on the Prop" (a) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Existing Mase or Other Agreement, or create any new leases or other agreemorrts affecting the Property, without Buyers written approval, which approval mux be g well or whhhaW, in 8uyses sole discretfoa—wIll (f) Possessory R19fds. Seiler has no knowledge that anyone writ, at the Closing, have any right to possession of the Property a 10 BUYRF (g) Msohank:s' Liens. There are no unsatisfied mechanics' or materialmens' lien rights concerning the Property - (h) Actions, Suits or Proceedfrtgs. Seller has no knowledge of any actions, suits or proceedings pending or th eatened before Ory commission, boar, bureau, agency, arbitrator. court or tribunal that would affect the Property or the right to occupy or ulT¢e same. (1) Akwce of Changes. Seller will promptly notity Buyer and Brokers in writing of arty Material Change (see paragraph 9.1(o)) affecting the Property that becomes known to Seder prior to the Closing. (U No Tenant BankrWIcy pmwedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding. (k) No Salver Bankruptcy Proceedaxgs. Seller is not the subject of a bankruptcy, insolvency or probate proceeding. .8998 that issioR of any pers61181 'Ask, d.R#;SP as Wise Aar -knowledge 122 Buyer hereby adtrwwdedges that, except as otherwise stated in this Agreement, Buyer Is purchasing the Property in its existing condition and will, by the time called for herein, make or have waived an inspections of the Property Buyer believes arenecessary to protect its own interest b4 and its contemplated use of, the Property. The Parties acknowledge that, except as Otherwise stated in this Agreement, no representations, Inducements. promises, agreements, assurances, oral or written. concerning the Property, or any aspect of the occupational safety and health laws. Hazardous Substance fawn, or any other ad, ordinance or law, have been made by either Party or Brokers, or rolled upon by either Party herelo. 12.3 In the event that Buyer learn that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway than, and In that event, Buyer waives any Fight that it may have to Icing an action or proceeding against Setter or Brokers regarding said representation or warranty. 12.4 Any environmental reports, soils reports, surveys, feasibility studies, and other similar documents which were prepared by third party oonsultards and provided to Buyer by Seller or Sellers representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency, accuracy, completeness, andior validity of said documents, all of which Buyer relies on at Its own risk. Saler believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and Investgate, the Property- % Possesslon. Possession of the Property shall be given to Buyer at the Closing fro and dear of arty poasesaory rlghtrs granud to third parpes and free and Clear of all personalpropervy 14. Buyers Entry. At any time prior to the Glootng, dudRS Me Er Gmw peAnd, Buyer, and its agents and representatives. shag have the right at reasonable times and subject to rights of tenants, to enter upon the Property for the purpose of making inspections and tests specified in this Agreement including The unrastr tract right to wrduct a Phase it EmArormantal gap=. No destructive testing shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in writing by Seger, Buyer shall return the Property to the condition it was in prior to such entry or work. including the recompadfon or removal of any disrupted soli or material as Seller may reasonably direct. All such Inspections and tests and any other work conducted or materials kunished with respect 10 the Property by or for Buyer shall be paid for by Buyer as and �Ze PAGE 5 OF 9 INITIALS INITIALS ®2008 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFAL4-04112E when due and Buyer shall indemingy, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses, expenses (Including reasonable allomeys' fees), damages, including those for injury to person or properly, arising out of or relating to arry such work or materials or the acts or omissions of Buyer, its agents or employees In connection therewith. 16. Fuller Documents end Assurances. The Parties shad each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow In condldon for Closing as and when required by this Agreement. The Parties agree to provide all further information, and to execute and delver all further documents, reasonably required by Escrow Holder or the Title Company. 16. Aflomeys' Fees. If any Patty or Broker brings an action or proceeding (nclucng arbitration) invoiving the Property whether founded In tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) In any such proceeding, action, or appeal thereon. shag be entitled to reasonable attorneys' fees. Such ices may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term "Prevalling Party shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the one may be, whether by compromise, settlement, judgment, or the abandonment by the ottw Party or Broker of its claim or defense. The attomeys' fees award shall not be computed in accordance with arty court fee schedule, but shag be such as to full/ reimburse all attorneys' fees reasonably Incurred. 17. Prior AgreamentalAmendmems. 17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property. 17.2 Amendments to this Agreement are effective only If made in writing and executed by Buyer and Seller. 40. BFokoF!a Rights, 48.4 114hill 608 18 FIBI 81811SUMM61811 11118 18 the dDISHN ggeilhff the Buys; 9; Seller, the defaulting Party shall be liable to and shall pay to 8Fe4eF8 is !A addition to any etillilatep vAh mGpM to liquidwed OF 008F 11MR3985. 19. Notices. 18.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or other communication, each such communication shall be In venting and shall be delivered personally, by messenger or by mall, postage prepaid, to the address set forth in this Agreement or by facsimile transmission or by emall. 192 Service of any such communication shall be deemed made on the date of actual receipt If personally delivered. Any such communication sem by regular mag shall be deemed given 48 hours ager the same Is mailed. Communications sent by United States Express Mail or overnight courier that guarantee nerd day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or Courter. Communications transmitted by facsimile transmission or by aural shag be deemed delivered upon tronemlaalon If such communication Is received on a Saturday, Sunday or legal holiday, it Shall be deemed received on the mend business day. Nocwichsunefing arythine herein to the ransrery, rwrdees daltmeed by Buyer to Escrow Halder shall be deemed as vFWUve naGkc tv 561cr 1br all purpose9. 19,3 Any Party or Broker hereto may from time to time, by notice In writing, designate a different address to which, of a different person or additional persons to whom, all communications are thereafter to be made. 20. Duration of Offer. 20.1 If tins offer is not accepted by Seller on or before 5:00 P -M. according to the time standard applicable to the dry of on the date of 0 shall be deemed automatically revoked. 20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in paragraph 1.2, stall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing uneondilionaly accepting the last outstanding offer or counteroffer. 21. LIQUIDATED DAMAGES. This Li uidated Dema _es : are _,ra In Is a - libable onl._if initiated br both Partles1. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF _ _ $20-000.00 UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER. Sayerinidats Soiferinidels PAGE 6 OF 9 INITIALS @NOtl - AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM OFAL4-MIZE 23. Miscellaneous. 23.1 Binding EBea Buyer and Seller both acknowledge that they have carefully read and reviewed this Agreement and each term and Provision contained herein. In addition, this Agreement shall be binding on the Parties wittroul regard to whether or not paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated Into this Agreement only if initialed by both Parties at to time that the Agreement is executed. 23.2 Applicable Law. This Agreement shall be governed by, and paragraph 22.3 is emended to refer to, the laws of the state in which the Property is located. Any ritigation or arbitration between the Parties hereto concerning this Agreement shall be initiated In the county in which Ove Property is located. 23.3 Time of Essence. Time is of lire essence of fids Agreemern. 23.4 Counterparts. This Agreement maybe executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Escrow Holder, after verffyitlg that the counterparts are Identical except for the signatures, Is auftrized and Instructed to combbre the signed slgnsture pages on ons of the munterpads, which shaft then constitute the Agreement. 23.5 Wafvar of Jury Trial. THE PARTIES HEREBY WANE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 23.6 Conflict Any conflict between the printed Provisions of this Agreement and lite typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 23.71031 Exchange. Both Seller and Buyer agree to cooperate with each other In the event that either or both wish to participate in a 1031 exchange. Arty party inifisttng an exchange shall bear all costs of such exchange. 23.8 Days. Unless otherwise specs icany Indicated to One contrary, the word "days" as used In this Agreement shag mean and refer to calendar days. if arty date fila on a weekend or holiday (federal or sista) than the date In queerbn Shia be deemed to Instead ba tha next buslnees day. 24. Disclosures Regarding The Nature cf a Real Estate Agency Relatlonshlp. 24.1 The Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth In the applicable sections of the California Clod Code, as summarized in paragraph 241. 24.2 When entering irdo a discussion with a neat estate agent regarding a feel estate transaction, a Buyer or Satter should from the outset understand what type of agency relationship or representation it has with the agent or agents In the transaction. Buyer and Seller acknowledge being advised by the Brokers In this transaction, as follows: (a) Sellev's Agent. A Seller's agent under a listing agreement with the Seiler ads as the agent for ft Seller only. A Setter's agent or subagent has the following affirmative obligations: (1) To fire Seller. A fiduciary duty of utmost care, integrity, honesty, and royalty in dealings with the Seller. (2) To the Buyer and the Seller. a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duly to disclose all fads known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent Is not obligated to reveal to either Party any confidential Information obtained from the other Percy which does not involve the affirmative duties set forth above. (b) Buyer's Agent. A selling agent can, with a Buyers consent, agree to ad as agent for the Buyer only. In these situations, the agent Is not the Sellers agent, even if by agreement the agent may receive compensagon for services rendered, either in full or in par( from the Sailer. An agent acting ordy for a Buyer has the following affirmative obligations. (1) To the Buyer A fiduciary duty of utmost rare, Intagrity, honesty, and loyalty In dealings with the Buyer. (2) To the Buyer and the Seder. a. D119enl exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to. or within to di igard attention and observation of, the Parlim An agent Is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the aflirmalive duties set forth above. (c) Agent RepresarIft Both Sealer and Buyer. A real estate agent, either acting directly or through one or more assorlate licenses, can legally be the agent of both tie Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Salter and the Buyer. (1) In a dual agency situation, the agent has the following effrmative obligations to both the Seller and the Buyer: a. A fiduciary duly of utmost care, Integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated above In their respective sections (a) or (b) of Inks paragraph 24.2. (2) In representing both Seller and Buyer, the agent may not without the express permission of the respective Party, disclose to the other Party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. (3) The above duties of Ore agent in a real date transection do not relieve a Seller or Buyer from the responsbirdy to protect their own Interests. Buyer and Seiler should carefully read all agreements to assure that they adequately express their understandng of the bansection. A real estate agent is a person qualified to advise aboul real estate. It legal or tax advice Is desired, corsuh a competent professional. (d) Fur0wrDisclosures. Throughout this transaction Buyer and Seller may receive more then ore disclosure, depending upon the number of agents assisting In the transaction. Buyer and Seiler should each read its contents each time it is presented, o o sidedng the relationship between [hem and the real estate agent in this transaction and that disclosure. Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding Involving any breach of duty, am or omission relating to this transaction may be brought against Broker more than one year after the Date of Agreement and that the liability (including court costs and afiomeys' tees), of any Broker with respect to any breach of duty, am or omission relath g to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Brokers liability, shall not he applicable to arry gross negligence or Willful misconduct of such Broker. 24.3 Cont idenllal lhromralon: Buyer and Seller agree to Identify to Brokers as "Confidential" arty rommunicaflon or irdomation given Brokers that Is oonsldered by such Party to be confidental. 25. Construction of Agreement In corshft this Agreement. all headings and titres are for the convenience of the Parries only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise Specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days. This Agreement shall not be construed as ti prepared by one of the Partes, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 25 Additional Provisions: Additional provlslons of this offer, if any, are as follows or are attached hereto by an addendum consisting of paragraphs through . (If there are no additional provisions write "NONE".) PAGE 7OF9 INITIALS INITIALS 020011 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFAL4-W12E TTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY AN, ROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO HICH IT RELATES. THE PARTIES ARE URGED TO: SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. NVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE"HOF HE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF TH':, ROPERTY FOR BUYER'S INTENDED USE ARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT ggA+ EED 70 BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. NOTE: I . THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY. 2. IF EITHER PARTY IS A CORPORATION, IT 15 RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS. The undersigned Buyer offers and agrees to buy the Property on do terms and conditions stated and acknowledges receipt of a copy hereof. BROKER: BUYER: Lee & Associates® -Ontario Howard Industrial Partners and/or Assignee I' Attn: Chris Morrell / Cod . Wolf By. �r �— — Title: Dale: Address:3535 Inland Emuire Blvd. Name Printed: Tim Howard Ontario, CA 91764 TIS: telephorie:(909) 373-2721 Teleptwne:(714) 769-9155 Facsimile:( 909 944-8250 Email: howa ---� --- Emali:thoward@hi re.net Email:cwolf@lee-assoc.com Federal ID No. Broker/AgentDRELicense* d -M0974 / 01997598 BY: Date: Name Printed: Title: _ Address:1944 North Tustin_ Street, Suite 122 Oran -e, CA 92865 Telephone:(_) Facsimlle:(__j Email: FedaraltD No. 27. Acceptance. 27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions (herein specified. 27.2 Seiler acknowledges that Brokers have been retained to locate a Buyer and are the procuring cause of the purchase and sale of the Property set forth In this Agreemem, in consideration or real estate brokerage service rendered by Brokers. Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to % of the Purchase Price to be divided between the Brokers as follows: Seller's Bmker % and Buyer's Broker %. This Agreement shag serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing. BroYcrs to be paid by Sellar pumuans to a separate agreanens. 27.3 Seller acknoMedges receipt of a Copy hereof and authorizes Brokers to deliver a signed copy to Buyer. NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT. BROKER: Keller Williams Attn:Lara Fernandez Title: Address:1473 Ford St., Suite 200 Redlands, CA 92373 _~ Teiephone:(928) 846-8585 Facsimlle:�_) Email:larafernandez5@kw.com Federal ID No.G BrokedAgent DRE License tt: 02015587 R SELLER: Successor A^enc°: to the Redevelopment t......--.... - _.... A:�encv of the Cites of San Bernardino Date: Name Printed: Andrea killer Tide: Cit -q Manacer — Telephone:(L9) 364-5122 Facsimile:(909) 384-5138 Finail: - --- .. ..... ... MIIIerJln�abcltyarg BY..... _... . Date: Name Printed: Idle: Address: 300 N. "D" Street ^270 INITIALS PAGE 6 OF 9 022808 • AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FOAM 0FAL44W12E San Bernardino, CA 92418 Telephone:(_) Facsimile:(_) Email: Federal ID No.: NOTICE: Them forms am alien mod"died to meet changing requirements of law and Industry needs. •Ahvays write of call to make Sure you are uSlWrrg the most current form: AIR Commercial Real Estate AssochWon, 500 N Brand Blvd, Suite 999, Glendale, CA 91203. Telephone No. (213) 667-8777. Fax No.: (213) 687.8916. 0 Copyright 200313y AIR Commercial Real Estate Association. All rights reserved. No pert of these works may he reproduced in any form without permission in writing. PAGE 9 OF 6 INITIALS INITIALS 02006 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFAL4 W12E BROKER OPINION OF VALUE 0 Cooley Ave., San Bernardino, CA 92408 PREPARED FOR: Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N. "D" Street - 3rd Floor San Bernardino, CA 92401 FOR THE PROPERTY LOCATED AT: E. COOLEY AVE. SAN BERNARDINO, CA A P N : 0281-031-51,0281-041-41 DECEMBER 26 , 2017 DOUGLJ NOLDSON :NNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlends, CA 92373 909.478.4517 909.793.2100 dreynoldson@kwcommerciW.com kenpcommercialfgmail.com BRE #01456022 r COMMERCIAL We obWrwd the hfomstlon above tram acuross we believe to be ret]eble. Horiere . We have not Mililed ¢s accuiacy end make no Viarentea, warm* or ren aboul b It is subrNtted aubjed to the passibility of snore, wrbC.ors, dunge d price, nnW or other ow dlbns. Pilot eels. Ism orrmencYrO. or wfthdrmval wbW notice. We hc5tle innoctions. opinions, tes eaerunptlons or esttmefor example only, and toy may rot represent amend or futurerce uWoffr of the property. You end your tad and legef advisors mould OwAlot your own hVeallgatlrn of the property end transection. NuvW. kN 0 Cooley Ave., San Bernardino, CA 92408 TABLE OF CONTE ;TS Broker's Opinion of Value • Property Profile • Location Aerial • Assessor's Parcel Maps • Location Map Comparable Sates Comparison Summary Table Comparable #1 • Property Profile • Assessor's Parcel Map • Aerial Comparable #2 • Property Profile • Assessor's Parcel Map • Aerial Comparable #3 • Property Profile • Assessor's Parcel Map • Aerial COMMERCIAL Leading Broker's Resume KW COMMERCIAL DOUGLAS REYNOLDSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynokison®kwcommercial.com kenpcommercial@gmail.com BRE #01456022 We obbMW the hlormadon above from own= we believe to be ralmble, However, we have rwt verffWd Ba amm6y aW make no Wwrw% wwmrdy or represerdd< m about R n b aftMed abjaet to thepaealbgly of snore. omisslono, change of pdw. rerdd a cther condwi% prior sale, mese or Manehg, or w hdraMaf w6how nonce, we hckme proJaftm ophlom aamnpnorm or asmrwdes for emmpm only, and they may not represent wnenl ar MUMpertorrtanerty ce aTthe prop. You andywr tax end 1899Jadvlsas et�radoondudyasovmhvmmamepopartyendtrareaaldL mw kwcommercial.cam BROKER'S OPINION OF VALUE 0 Cooley Ave., San Bernardino, CA 92408 December 26- , 2017 Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N "D" Street — 3rd Floor San Bernardino, California 92401 Re: Broker Opinion of Value for Site No. 44 — APN #0281-031-51 and 0281-041-41 Dear Ms. Connor: r COMMERCIAL We have prepared the following report regarding our opinion of value for the above referenced property ("Site"). Our opinion of value is based on an analysis of comparable sales. Site Description The Site consists of two contiguous parcels that together equal approximately 4.35 acres (or 189,486 st). The Site is improved with a parking lot. The Site is zoned Heavy Industrial ("IH") which is a very broad zoning category, which allows multiple types of industrial uses, some of which require a Minor Use Permit ("MUP") or Conditional Use Permit ("CUP") with City Council approval. Two high-tension power line easements (100 -foot -wide and 70 -foot -wide, respectively) affect approximately 64% (or 121,100 si) of the Site. As a result, only approximately 1.57 acres (or 63,386 sf) could be developed subject to certain practical limitations. For example, approximately 0.60 acres (or 26,137 sf), of the 1.57 acres that is unaffected by the powerline easements consists of a 20 -foot wide strip of land, which may not have any practical value for the development of structures. Therefore, in our opinion only approximately 0.97 acres (or 42,254 sf) of the Site is suitable for development of structures (`Buildable Area"). In addition, the Buildable Area is adjacent to the San Bernardino County Flood Control Gage Canal. Consequently, any building proposed on the Buildable Area will require a set -back distance from the County property. Notwithstanding the easements and building restrictions, the Site could be developed with a modest size building and be used for a variety heavy industrial storage, construction yard, or parking purposes. KW CONMEF DOUGLAS REYNOLDS( TH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldson@kwcommercial.com kenpcommercial@gmail.com BRE #01456022 We oblsked dre Won olion above fan sources we bd ma to he ra9eble. Mmvmw, we Moue not verieed b e=ons/ and mem r o guarantee, warranty or rePreeenkafon about n. it is submitted s &*4 to the poselbaly or errors. en I em, dWW of prb% rertlel or Wtef cond1bNe, Prbr aale, lease or rmftrg, or aandnwW wthoul nod e. We boldo prood"s, opWorL% essun Wns or e0nates for woTOe c*. ad 2W may riot represent curmm or kdure performance of the Property You end you tax and kW amass should cmluot your omiIrn"00on ofthe pmperty and trmuectlan. rww.kw_ 3rcial.com BROKER'S OPINION OF VALUE 0 Cooley Ave., San Bernardino, CA 92408 COMMERCIAL Comparable Sales Overall, there have been few recent sales of IH -zoned undeveloped land near the Site. As a result, it was necessary for the purposes of the report to consider comparable sales that have occurred over the last four years to get at least three comparable purchase and sale transactions. Therefore, and as further described below, within the last four years there were three property sales of IH -zoned undeveloped land which we believe are appropriate to use as comparable sales for the Site. The comparable sales are either currently vacant or were vacant at the time of the sale. We have adjusted each comparable sale based on site developability, easement restrictions and changes in the marketplace over time. Comparable No. 1 is approximately 6.31 acres (or 274,864 sf) of vacant land being used as storage, sold in October 2017, is located on Cooley Drive (abutting the Site on the west), and is zoned IH. This property is also affected by a power line easement. In addition, a significant portion of each of its parcels (approximately 4.4 acres in total) is within the embankment area and river bed of the Santa Ana River and is included within a perpetual easement controlled by the San Bernardino County Flood Control District that restricts the easement area for only flood control and recreation purposes (which is tantamount to fee). Therefore, the net developable portion of this property is approximately 1.91 acres (approximately 83,200 sf). The sale price was $373,000 or $4.48/sf of the net developable area. Because the net developable area of Comparable No. 1 is more than twice the size of the Site's net developable area, we believe that the Site would not command the same price per square foot. Based on this we would adjust Comparable No. 1 downward by at least 10% to $4.03/ sf. Comparable No. 2 is approximately 7. 10 acres (or 309,195 sf) of vacant land, sold in August 2015, is located on Orange Show Road, and is zoned IH. This property is affected by a 70 -foot wide power line easement, impacting approximately 0.91 acres (or 39,550 sf) of the property, resulting in a net developable portion of approximately 6.19 acres (or 269,645 sf). The property sold for $1,575,000, or approximately $5.84/sf of the net developable area. Because the net developable area of Comparable No. 2 is more than six times the size of the Site's net developable area, we believe that the Site would not command the same price per square foot. Based on this we would adjust Comparable No. 2 downward by at least 30% to $4.08/ sf. KW COMMERCIAL DOUGLAS REYNOLOSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldsonCkwcommercial.com kenpcommercial®gmail.com BRE #01456022 We obtahed the htwmallon above from sources we bdeve to be rellabW However, we have, rqt VNEed ib ao=acy ed maim no guarantee, warranty or representation about It. b Is submItted subject to tm po&Q" or errors, orrissiow, dienge of price, rental or oUw ccet8bns, prior ale. Ilse or %mckv, or vmdmnw Y&mn nMlm we Irrtlude projections, ophlora. assumptions or estimates for emmpla any, erd they may rut represart cunei orbl<se perforrrW= of the property. You ed your tax end MW adAwm should conduct your own hveatlgatlon of the property, and iranswMan. rww,kwcomr. BROKER'S OPINION OF VALUE 0 Cooley Ave., San Bernardino, CA 92408 �Ml COMMERCIAL Comparable No. 3 is approximately 1.92 acres (or 82,820 sf) of vacant land, sold in July 2013, is located on North "I" Street, and is zoned 1H. There are no easements that affect the developable portion of this property. The property sold for $266,000, or approximately $3:17/sf of the net developable area. There are at least three factors that should be considered with respect to adjusting Comparable No. 3 to the Site. First, Comparable No. 3 is over four years old. Consequently, we believe the changes in market values for IH -zoned property would result in at least a 60% increase in value for the Site. Secondly, the net developable area of Comparable No. 3 is about twice the size of the Site's net developable area. In our opinion, we believe the size differential would result in at least a 10% offset to the value of the Site. Lastly, this comparable is unaffected by any easement crossing the property that would limit its utility. In our opinion, we believe that the lack of an easement affecting development utility would result in at least a 10% offset to the value of the Site. Based on the foregoing, we value Comparable No. 3, as adjusted, at $4.06/sf (i.e., $3.17/sf x 1.6 = $5.072/sf x.80 = $4.0576/sf, rounded to $4.06/sf). Valuation Analysis To determine an opinion of value, we considered the value of the net developable area and the powerline easement affected portions of the Site (and the 20 -foot wide narrow strip of land) separately and then added the two resulting numbers together to get an overall value. Value of the Developable Area To arrive at our opinion of value for the Site, we averaged the adjusted values of each of the above described comparable sales to arrive at a per square foot value of the Site. The result of this computation is $4.06/sf (i.e., $4.03 + $4.08 + $4.06 = $12.17 _ 3 = $4.056, rounded to $4.06). Based on this, we multiplied $4.06 by the 42,254 sf portion of the Site that is developable and arrived at $171,551.24 (i.e., $4.06 x 42,254 = $171,551.24). Value of Powerline Easement Affected Area Although the portion of the Site that is affected by the powerline may not be developed with structures, it may be put to certain valuable practical uses (e.g., heavy industrial storage, construction yards, parking lots, etc.). Based on our experience, we believe that IH -zoned property with these types of permanent restrictions would command a lower sales price as compared to properties without such restrictions. Therefore, it is our opinion that the existence of a powerline easement on the Site that permanently restricts the development utility of the portion of the Site affected by the easement together with the 20 -foot wide narrow strip of land described above would result in at least a 70% offset to the value of the portion of the Site that is unaffected by the easement. In this case, we believe that the value of the Site affected by the powerline easement (and the 20 -foot wide narrow strip of land) is $179,623.04 (i.e., 189,486/sf — 42,254/sf=147,232/sf x $1.22 = $179,623.04). KW COMMERCIAL DOUGLAS REYNOLDSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.7932100 dreynoldson@kwcommercial.com kenpcommerclalfgmall.com BRE #01456022 We obwed the tdobna w above f m caurcm we beleva to be fable. Fimmw, we leve not mMed fts eoourecy mW make m gwamddm mffwny or mpesmuien about it. R is sbrS&W a tjW to On pamMi ty of snore. arftsh , d" of pdoa, nodal or 0HW ocndl ars% prior eels, Jesse or ft woig, or wlatdr®vd mdhmi rAlks. We trdude pmpMore, o *km as—VH— a eohiatea for amVb oft end VW may not mpreteM CUMM or Mune perfortnwce of the property. You andyar tax and lege[ adui m shWlamd,ayew om kwaft0m of the pmpaywidbumdin. WWW.kwcommercial.com BROKER'S OPINION OF VALUE 0 Cooley Ave., San Bernardino, CA 92408 COMMERCIAL Broker Opinion of Value Based on the foregoing, it is our opinion that the Site is worth the sum of the value of the net developable portion of the Site (i.e., $171,551.24) together with the value of the Site affected by the powerline easement (and the 20 -foot wide narrow strip of land) (Le., $179,623.04). Therefore, it is our opinion that the overall value of the Site is $351,200 (Le., $171,551.24 + $179,623.04 = $351,174.28, rounded to $351,200). Our Broker Opinion of Value is: $351,200. Also, enclosed you will find the following: 1. Property Profile 2. Comparable Sales Information with Summary Table 3. Broker's Resume We appreciate the opportunity to prepare this report. Please do not hesitate to call with any questions. nciwvw ru«vt.Dvu BRE# 00774852 1473 Ford St. #200 Redlands, CA 92373 951-318-8516 kenpcommercial@gmail.com KW COMMERCIAL DOI16LA 'NOLDSON KENNEW PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldson@kwcommerclal.com kenpcommercialfgmail.com BRE #01456022 We obtained the hformetion above from sourow we beieve to be refile. However. we have not veded Is aomracy end meke no guarantee, werrargr or reproentetfon abort a. it is auumed eub)act io tre poulbRy of more. onisalom, dtra w of mb-- rentw or other condirms, prior sale, bum oriinanoin or wlhdawal wt hoot notice. we hd1de prod o w>s. opinlorm. aswry ptlone or eatknates for amwe arty. mrd they maamara or not rgxeserd amor future parionnence of the property. You end your rex errd legal edvlsore .hood o011dL t your own taealgellon of the property end tmreedlm. uww.ku rcial.com PROPERTY DETAILS » 0 Cooley Ave., San Bernardino, CA 92408 Owner Information COMMERCIAL Owner Name: Successor Agency/Rda City Of Tax Billing City & State: San Bernardino, CA ..................................................................................................................................11............................................. Sale Date Sn Bndo 03/17/2011 Mail Owner Name: Successor Agency/Rda City Of Tax Billing Zip: 92401 Buyer Name Sn Bndo San Bernardino Economic Dev Co Tax Billing Address: 201 N E St #301 Tax Billing Zip+4: 1520 Location Information San Bernardino Economic Dev Cc Redevelopment Agcy Of San School District: Redlands Census Tract: 72.00 Comm College District Code: San Bernardino Vly 3 Topography: Flat/Level Location Influence: River Neighborhood Code: 092-092 Tax Information APN : 0261-041-41-0000 Lot: 11 Tax Area: 7045 Block: 72 Tax Appraisal Area: 12 Water Tax Dist: San Bernardino Vly 3 Legal Description: PARCEL MAP 4781 THAT PTN PARCEL NO 6 LYING EAST OF THE EAST LINE LOT 11 BLK 72 R S B AS RECORDED IN MAP BOOK 7 PAGE 2 OFFICIAL RECORDS Assessment & Tax Tax Year Total Tax 2014 .................................................................................................................................... $1,886 Characteristics County Land Use: Vacant Land Lot Area: 95,396 Universal Land Use: Vacant Land (NEC) Water: Public Lot Acres: 2.19 Sewer: Public Service Last Market Sale & Sales History Owner Name: Successor Agency/Rda City Of Sn Bndo Recording Date 12/03/2014 03/18/2011 ..................................................................................................................................11............................................. Sale Date 11/24/2014 03/17/2011 Nominal Y Y Buyer Name Redevelopment Agcy Of San San Bernardino Economic Dev Co Bernard ...................................................................................................................................................................................................... Seller Name San Bernardino Economic Dev Cc Redevelopment Agcy Of San Bernard ....................................................................................................................................................................................................... Document Number 463109 112899 ......................................................... Document Type .............. ................................................................................................ Quit Claim Deed Qult Claim Deed KW COMMER' DOUGLAS REYNOLOSC KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldsort@kwcommercial.com kenpcommerdal@gmaii.com BRE #01456022 We obtekred the hfommatim above from emsmes we believe to be relebla However. we halve not vedlbd rs eoaaeey and make no ®tmm . warranty or representation abotR IL It is subM+etl mood to the possldlty of errors, ornhslons, dww of pfbe. rertel or other ardtlon% prbr set% lease orfYwing, or withdrawal wehout notbo. We hoWs pmjacbom, . a3nanpttone or esthates for example only. and they may not represent curfent or trete pwkffnacs of the property. You and your tax end Ie W aftsore should cordmt you own MreslWian of the property and trannotlon. �mmercial.com E Cooley Ave, San Bernardino, CA 92408, San Bernardino County i IA - r � I ;° Owner Information Owner Name: Mail Owner Name Tax Billing Address Location Information Zip Code: School District: Comm College District Code: Location Influence: Tax Information APN : Tax Area: Tax Appraisal Area: Legal Description: Assessment & Tax N/A N/A 94,090 $189,486 Beds Bldg Sq Ft Lot Sq Ft MLS List Price N/A N/A {VCNT LND-Nq N/A Baths Yr Built Nominal Sale Date Successor Agency/Rda City Of Tax Billing City & State Sri Bndo Successor Agency/Rda City Of Tax Billing Zip: Sri Bndo 201 N E St #301 Tax Billing Zip+4: 92408 Redlands San Bernardino Vly 7 River Census Tract: Topography: Neighborhood Code: Active Listing y San Bernardino, CA 92401 1520 72.00 Flat/ Level 092-092 0281-031-51-0000 Lot: 11 7077 Block: 72 12 Water Tax Dist: San Bernardino Vly PARCEL MAP 4781 THAT PTN PARCEL NO 6 LYING WEST OF EAST LINE LOT 11 BLK 72 R S B RECORDED MAP BOOK 7 PAGE 2 OFFICIAL RECORDS Tax Year Total Tax 2014 ............................................................................................................................. $621 Characteristics County Land Use: Vacant Land Universal Land Use: Vacant Land (NEC) Lot Acres: 2.16 Lot Area: 94,090 Listing Information MLS Listing Number: MLS Status: MLS Area: MLS Status Change Date: EV17251226 Active 274 - SAN BERNARDINO 11/04/2017 Gross Area: Water: Sewer: MLS Current List Price: MLS Original List Price: MLS Listing Agent: MLS Listing Broker: Last Market Sale & Sales History Owner Name: Successor Agency/Rda City Of Sn Bndo Recording Date 12/03/2014 03/18/2011 ....................................................................................................................................................................................................... Sale Date 11/24/2014 03/17/2011 Nominal Y Y ......................................................... Buyer Name ....................................................... Redevelopment Agcy Of San Bernard ............................................................. San Bernardino Economic Dev Co MLS: 189,486 Public Public Service $189,486 $189,486 Evfernlar-Lara Fernandez KELLER WILLIAMS REALTY Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS 1 he data within this report:s compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. the property Detail accuracy of the data contained herein can be independently verified by the recipient of this repot with the applicable county or municipality. Generated on 12/28/2017 Page 1 of 2 LOCATION AERIAL 0 Cooley Ave., San Bernardino, CA 92408 COMMERCIAL KW COMMEF DOUGIJ YNOLDSI TH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Age Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldson@kwcommercial.com kenpcommercial@gmail.com BRE #01456022 We obtained the WoffrMon above from sources we bateve to be rekVA However. we have not veered is accurscy end male no guerentse, warranty or represwddon about N. g Is NAWMed su*d to fthe possfinsy of amore, omtsslons, obarhge of prim rentd or other =nditl ns. pft sale, leew oriharchg, or wsheimwal wshme notba. we tntide protedkxn, optfkns, easunpllore or esttrtates for example orsy, and t1w ffmy not ngrewt arum or tubae perfamerrca of the property. You and your to end leges advisors should conduct your own thvestgalbn of the property end Uarm flora. uww.kwcom LAND FOR SALE 0 Cooley Ave., San Bernardino, CA 92408 'M9 COMMERCIAL rant RAP Is rag IKr PYlposr Ph. Rancho San Bernardino City of San Bertiardino0281 - 04 OF AO VALaarY wArlan uLT. w ti Tax Rate Area — _ _ o M.B. 7 / 2 a 7007 7045 7047 7077 7186 0 2 , r $ C _ `i �• y6 gni 1 TIMI !11 r 5 rr S n T _ SIINN iHE- •n—AMfYOt _ 1 rr c _---______ i __. i I se 41.31i N As r.i.l. iiia / i1r// In _ r Assessor's Wap , a Book 0281 Page 04 d San Bernardino County o w a ra xr® 4, Sec. 23 -, , .``�' 4 ©" •�/ —i*91-(+R6 A4+Si Rf �• gl,,. ,-y , T.1S., R,4 �p , 66�-P ��+ Mar ,e ,`, •nLN M p 1I'll,at 11 PIN. Yiclorio forms, Unit No. 7, floc -1 -go. 2018. N.B. 29151-52 Pin, Parcel Yop No. 4781, P.M. 48/87-89 Parcel Yap No. 18207, P.Y. 321/91-99, Coed* Plan 07-0563081 arum, LN Palter Yap 2927, P.Y. 26139 Pin. Parcel Yap No. 5481, P.Y. 58193-94 Pin. Parcel Yap No. 17132, P.Y. 221161.86 January 2005 Pin. Parcel Moo No. 4201• P.Y. 401100-101 PIR. Force] gas No. 5968. P.Y. 6611.2 Parcel Yap No. 6859, P.M. 72171-72 KW COMMERCIAL DOUGLAS REYNOLDSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldson®kwcommercial.com kenpoommercial@gmail.com BRE #01456022 Wye obtahed are hictinebarl above from souroes we boll" to be reaeble. Hoverer. We lege not veAned 45 a " rrRlke no puarerdee, wnrwity or represarlt4on abw L it Is egad allbpce to the passibility of Baal-. a riewwa, d tinge d prim, renal or order =dMons, p11or sale, 6m or rRrendrg• o1 wandevel w411txJt noboa. we hcardo W*&M aphlals, eaeumptlans or aothatea for example oW and they may not represent current or future Wommnos of the Mo", Yau endvw tax erld lapel e&wm dlould wArt your own lrnestlpatbn dale proWty and on..c4lan. 1Yyw wcommercial.Com 0 Cooley Ave., San Bernardino, CA 92408 in Iaf Is ret THE fY polot OF V WALOUN TarATa1 0110. Ptn. Rancho San BernardingrllvirE SIREET) T. M.B. 7/2 l e _ Pln. Plrt2l Yar 10, 5988, PA. 8811-2 JWWgfy 2005 P1n. Parcel YFP No. 011, P.t.'. 18187-81 Pin. Cke■ Tratt. least No. 2404. 8.8. 71168 r7aar I] A Parcel Yoy Na. 10513. P.Y. 120111-13 Parcel Yae Ma. 9484. P.Y. 111117-08 COMMERCIAL City of San Bernardino Tax Rale Area 7005 7045 7051 .7063 7077 7079 02Br , 0 3 a Assessor's Nap Ph. S.E.1/47 Seo. 14 Book 0281 Page 03 7.15., R.4rrtt. Sari Bernardino Counlp AP8 08 20 7mu — e7rtua FI KW COMMER DOUGLAS REYNOLOSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909,793.2100 dreynoidson@kwcommercial.lmm kenpcommercial@gmail.com BRE 901456022 we obtehed the Wormetan above from souroas we betleve to be reli". Howaer, we have not verified Its socurwy and make no guarantee, warns* or rapraaergetbn about Y. It e suhithed vA*at to the possUlty of errors, omta9iom. d -w d Price, rental or other condakm prbr sole, isaw or tr awri or wohdreow without ne ice, we ixLde pr000llone. opinlons, esaunWt ore or e9WAtes forwoorrgae a*. and they rrray not represernt aslenl or future perfomrarwe of Bre property, You KW your tax and legd advisors should oondL ct yaw om kwmelbstbn of the property end trtum ctlom rww.kw LOCATION MAP 0 Cooley Ave., San Bernardino, CA 92408 E Norman Rd R M E Orange Show Rd n VALLEY V►I � Park�,c, nte'0/1, rn CD rt N m Sa a C over .. op foodway qP Muscoy SIERRA LAKES 259 210 210 l� ra -4099 I orange Show Rd < +rn o � tP y w I / comb CIAL I a 3 I RIVERVIE E Victoria Ave Hardt St h+ardt St E Brier Dr E Gould St Map data 02017 Google CD DEL ROSA 210 Highland Rialto e9 San Bernardino Fontana VALLEY COLLEGE Bloomington Colton lton ® Mentone Redlands Loma Linda Plymouth Village bo Belltown Highgrove cal'imes 0 0 •� RUBIDOUX DOWNTOWN RIVERSIDE ^� Map data 02017 Google KW COMMERCIAL. DOUGLA, rNOLDSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldson@kweommercial,eom kenpoommercial@gmail.com BRE #01456022 We obkkied the Wormatlon above from sourm we bdave to be mbWe. However, we teas riot vwftd ft noauecy and make no guarwdee, warardy or reprewdeflon about It. h is submgted KA>)ecf to the pombfty of errors, o7desions, uiiauge d pts, nenlel or other conddiorm, prior erste, lease or finsMng, or wBhdrmwW wdhout notice. We mWde projecflons, opnbrm murr ptlons or eMhotoe for axwMb orny, and play may not rezeead oereM or future perform w of bw pmparty. You end your tax and legal advlsom should owcW your own brad getlon oftra Property and tmneedW m w.kwcommerclal.Com COMPARABLE SALES SUMMARY 0 Cooley Ave., San Bernardino, CA 92408 Comparable Sales Summary (Without Adjustments) r JAMjL- -- -A COMMERCIAL KW COMMERCIAL DOUGLA!'-VNOLDSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreyaoldson@kwcommercial.com kenpcommercial@gmaii.com BRE #01456022 We oWehed the k*ffr tbn above Yom rwurafe we believe to be reliable. Nowavar, we have riot vedw Is amxecy and make m vAmntee, warady or represmitalbn about R. K Is euhrdlted aobjad to the posxilMity of arrora, rends! or o0w cmd om. prbr sei% bees or ft n ft. or wwttlreww YAUM notim We hdude projed&rrs, qA doi . asar,mpnonv or estkrates For not lepmerd cement or future pedomreme of the propeny, You and yaw tax end Iead %"= ahauld cmdxt yar own tNesuaetlan of foe properly aria transadlar. NmAwcommercial.com A B C D E F G I Use Net Net Net Land Developabl Grose Lend "N Location Lot Size Restricted SF, Developabl a Land $/ $/SF Sale Value Sale Date (SF) (A-111) e Lad SF SF (G / A) sEasementt i (G / D) - property 0281-04141 E. Cooley 189AS6 121.100 68386 42 254 2, Site 0281-031-51 Avenue Y sale Comparable 0281-031.52 Cooley Drive 274M 191,663 83.200 93,200 $4A8 $136 $373.100 ! 1011012017 `+ tll 0261-021.30 i Sale Comparable 0281-041-67 309.195 39.550 269,645 269645 $5.841 $5.09 $1}75000 8/19/2015 02 Sh�u Road I 0138-731.02 Sale 0138-231-04 Comparable 0138-231-05 N "I" Street 83,820 0 83,820 83,920 $3.17 $3.17 $266,000 7/26/2013 d3 0138-231-09 I 0138-231-10 • 4ZM 3F d' bui1&b1e spade due to coo6guN.ion.af emteerac _ $430 _ KW COMMERCIAL DOUGLA!'-VNOLDSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreyaoldson@kwcommercial.com kenpcommercial@gmaii.com BRE #01456022 We oWehed the k*ffr tbn above Yom rwurafe we believe to be reliable. Nowavar, we have riot vedw Is amxecy and make m vAmntee, warady or represmitalbn about R. K Is euhrdlted aobjad to the posxilMity of arrora, rends! or o0w cmd om. prbr sei% bees or ft n ft. or wwttlreww YAUM notim We hdude projed&rrs, qA doi . asar,mpnonv or estkrates For not lepmerd cement or future pedomreme of the propeny, You and yaw tax end Iead %"= ahauld cmdxt yar own tNesuaetlan of foe properly aria transadlar. NmAwcommercial.com 0 Cooley Ave., San Bernardino, CA 92408 Comparable Sales #1 i • KW COMMEF 1473 Ford Street Redlands, CA 92373 Property Information Sheet Assessor's Parcel Map Aerial DOUGLAS REYNOLDSON Commercial Real Estate Investment Advisor 909.478.4517 dreynoldsonCkwcommercial.com BRE 001456022 KENNETH PATTERSON Agent 909.793.2100 kenpcommercial@gmail.com r COMMERCIAL We obtalr d the ftm-Mon above from sources we believe to be refeble. However, we have not verified Ile accuracy and make no guermdes, wsarrmty or repressr*b. about It otrgsstmv. do of puke, ra dal or cher omdtliam, prior cele, tease or kmnctq, or Wilhr>rawal vMhout notbe, We hold. proWiom, ophom, enumptiom ore9hates for exmnpla a*. mrd they may not represent comm or Uum pedomwce of the properly. You end your tax and legal advlsors should conduol your own tneakgatlon of the propedyarrd burmactim. kwcom 0281-021-30-0000, CA, San Bernardino County Owner Information N/A N/A 132,858 Beds Bldg Sq Ft Lot Sq Ft $373,000 Sale Price N/A N/A VCNT LND-NE, 05/10/2017 Baths Yr Built Sale Date Owner Name: Cooley Properties Lp Tax Billing City & State: Carlsbad, CA Mail Owner Name: Cooley Properties Lp Tax Billing Zip: 92011 Tax Billing Address: 7040 Avenida Encinas Tax Billing Zlp+4• 4652 #104-519 Location Information School District: Comm College District Code: Location Influence: Tax Information APN : Tax Area: Tax Appraisal Area Legal Description: Assessment & Tax Tax Year 2014 Characteristics Colton Census Tract: 72.00 San Bernardino Vly 3 Topography: Flat/Level River Neighborhood Code: 092-092 0281-021-30-0000 Lot: 11 7080 Block: 72 12 Water Tax Dist: San Bernardino Vly 3 PARCEL MAP 4781 THAT PTN PARCEL NO 5 LYING WEST OF EAST LINE LOT 11 BLK 72 R S B RECORDED IN MAP BOOK 7 PAGE 2 OFFICIAL RECORDS Total Tax $2,092 ................................... County Land Use: Vacant Land Lot Area: 132,858 Universal Land Use: Vacant Land (NEC) Water: Public Lot Acres: 3.05 Sewer: Public Service Last Market Sale & Sales History Recording Date: 10/10/2017 Sale Type: Full Sale Date: 05/10/2017 Deed Type: Grant Deed Sale Price: $373,000 Owner Name: Cooley Properties Lp Multi/Split Sale: Multi Seller: Successor Agcy To Of Redev Agcy/C Document Number: 416650 Recording Date 10/10/2017 12/03/2014 03/18/2011 08/05/1992 11/30/1988 ........................................... Sale Date 05/10/2017 11/24/2014 03/17/2011 10/1988 .............................................................................................................................................................................................................................................................. Sale Price $373,000 .......................................................................... Nominal .......................................................................................................................................................................................... Y Y Y Buyer Name Cooley Properties Lp Redevelopment Agcy San Bernard Of San Bernardino Economic Dev Co Redevelopment Agency Wade Carolyn Of The City Of San .......................................................................................................................................................................................................................................................... Seller Name Successor Agcy To Of San Bernardino Redevelopment Agcy Of Thomason Carolyn G Wade John Tansley Redev Agcy/C Economic Dev Co San Bernard ....................................... ............ ................................... Documerrt Number ............................ ............. 416650 ............................... 463109 ........ ............ ........................................ 112899 .I........... ......................... 324917 402270 Document Type .......................................................... Grant Deed ,................................. Quit Claim Deed ... ... ...................................... Quit Claim Deed ... .................................................................................. Miscellaneous Quit Claim Deed Document Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report Is compiled by CoreL.og;c from public and private sources. The data is deemed reliable, but is not guaranteed. The PropertyDetail accuracy of the data contained herein can be independently verified by the recipient of this report w:th the applicable county or municipality. Generated on 12/28/2017 Page 1 of 2 Cooley Dr, San Bernardino, CA 92408, San Bernardino County Owner Information N/A N/A 142,005 $373,000 Beds Bldg Sq Ft Lot Sq Ft N/A N/A iVCNT LND-NE Baths Yr Built Type Sale Price 05/10/2017 Sale Date Owner Name: Cooley Properties Lp Tax Billing City & State. Carlsbad, CA Mail Owner Name: Cooley Properties Lp Tax Billing Zip: 92011 Tax Billing Address: 7040 Avenida Encinas Tax Billing Zip+4: 4652 #104-519 Location Information Zip Code: 92408 Census Tract: 72.00 School District: Redlands Topography: Flat/Level Comm College District Code: San Bernardino Vly 3 Neighborhood Code: 092-092 Location Influence: River Tax Information APN : 0281-031-52-0000 Lot: 10 Tax Area: 7077 Block: 72 Tax Appraisal Area: 12 Water Tax Dist: San Bernardino Vly 3 Legal Description: PARCEL MAP 4781 THAT PTN PARCEL NO 5 LYING EAST OF EAST LINE LOT 10 ELK 72 R 5 8 RECORDED MAP BOOK 7 PAGE 2 OFFICIAL RECORDS Assessment & Tax Tax Year Total Tax 2014$3,231 ..................................................................................................................................... r. Characteristics County Land Use: Vacant Land Lot Area: 142,005 Universal Land Use: Vacant Land (NEC) Water: Public Lot Acres: 3.26 Sewer: Public Service Last Market Sale & Sales History Recording Date: 10/10/2017 Sale Type: Full Sale Date: 05/10/2017 Deed Type: Grant Deed Sale Price: $373,000 Owner Name: Cooley Properties Lp Multi/Split Sale: Multiple Seller: Successor Agcy To Of Redev Agcy/C Document Number: 416650 Recording Date 10/10/2017 12/03/2014 ............... 03/18/2011 11/30/1988 12/29/1986 ................................................................. Sale Date 05/10/2017 11/24/2014 i......................................./i.................................._............................................ 03/17/2011 10/1988 .......................... -12/9986 ................................................................................................................................... Sale Price$373,000 ........................................ ..................................................................................... $407,500 ............. .......................................... Nominal ........................................................................................................Y Y Y Buyer Name Cooley Properties Lp Redevelopment Agcy San Bernard Of San Bernardino Wade Carolyn Thomason Ryland M Economic Dev Co ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Successor Agcy To Of San Bernardino Redevelopment Agcy Of Wade John Tansle San Bernardino y Seller Name Redev Agcy/C Economic Dev Co San Bernard Industrial ..................................................................................................................................................................................................................................................... Document Number 416650 .......402270 ..............................396821....._......................... . ..... Document Type Grant Deed Quit Claim Deed .................................... ...................................................................................................................................................................................................... ....112888 Quit Claim Deed Quit Claim Deed Corporation Grant Deed Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS 1 he data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The or municipality. property Detail accuracy of the date contained herein can be independently verified by the recipient of this report with the applicable county Generated on 1 2/26/2017 Page 1 of 2 r i'A O i9 >e 0 .,0 0280• OtBO >1=w :g -_ �IFA"f_ Siff —t rt n n 1 1 1 ; 1 1 1 1 x e 1] 14 ',1.52 AC.) '(1.56 AC.) i (L52 AC.) GOD m (2:. AC.) � '.i .1 1 w f4 t5 16 43 ------------- (5' C 13 .) (5 AC.) 1 1111 , 1 (5 AC.) 15 AC.) (5 AC.) o ,�10 1. A. _�-- --� (3.5 AC.j� f �( 16.5 At.. (1.41 A AC.) (3.46 AC.). (3.14 AC.) � S i 1 e 1 fS i V. w'Dal c �1►; �� I ►s ccs 1 Pfc. Per. ¢ 51 m h�• [[L 1.1. A (4.35 AC.) Y.16 At. � �i11'''� • � ., 4v:ze .` B�^,ky.E{4lFE r �1 1 •max r , _' � ►% t r - —COW ! [L•L[t _ � P 16 � a 65 Ph. Per. 5 1 7 area Pat. 1 e , , Par. 2: s4 :a.0 5Y ; 2.04 At. Ti 1 n6 y (6.31 AC.) Par. 1' '`s / v (:::o„ �.9t AC. ,4s., E - Par. 15 —1-0 3.26 AC. = ( PRIVATE ai z „! g'' STREET 1 r ,:a y Par. 14 Poi. 2 ;S 130 .9943.61 43.63 2.e1 At. Pa B7 6 e _ t� Par. 3 Par. 12 Per. 3 u - _ • �~ 71s ar 2 6 AC. 6D ” 61 t s • ;r1�D4 e4 • P 1.17 Ac.' r Par. 43 4 Por. S �'s +t r4 r Par. 11 2.37 At. Par. 4'ts _ 1 s.1 yT J Doo ,—may e1 Par. 10 rCDCDDN. Q O w ` t ar.s4 a 1.1 At. 6 59 w V V Aa �. �.pr� r1II4�,jf. •� _ 'lsses ar.7s tsa.aal ..�'IDs.lt ppm CA m �p rr! e8 pit. r1. `Y1 SEE PACE 04 — VCP .s YD n 2.75 Ac, Pts. Lot 11 jc = o .12 12 ` 30 �30 r=tie' N ofi o � c C.04 A o C'V _4v� J --___-___ - ISIL •1'1'1 _ _ m W ea s '+Y`i O . ' �� o•tI t sr � ve N .00Z•.I l •jDd ♦: o � •aY w•I C O yo ZS �'`� ♦ � � � G m �� ♦ / I a000 4.y p rP ♦ ---------- SIG d ♦ N ONS �! SS •/ pN �xoo iQ nop ' amen ���t: Irl �� � •r�•i•�•e•t i •lod I _ aY 'IZ ------------ fit --------- .+. IM Ai LF oc �� •aY i1•r N / Z� ig C 1 ,!�/j •'' .+ t psi � ` lie L'N1d ' 1 d � .� aY SO'[ d �•�� : 1[ \ Irf�/pr ,, of C 5 •lod -old 0 f it Jtr . Ap fXI N �� i ' / 'aY tot's \ En V C v i r ti � F ids 1+ N • N d b ap of V 4 • � Z • O V a r a u • u ! e t — a v s o O 7 � O 0 Cooley Ave., San Bernardino, CA 92408 mr, LAITIF COMMERCIAL KW COMMERCIAL DOUGLAS REYNOLDSO KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.476.4517 909.793.2100 dreynoldson@kwcommercial.com kenpwrnmercialOgmail.com BRE#01456022 We obWkwd Ore hfonnWm Above from saaoss we believe to be rubble. However, we hale not vWW Its accuracy end make no guarantee, warranty or,epreswvUbm about It. 4 Y eubmAted subject to the poesbW of enure, omkal". dungy of prlce, renes oroUrercondORom, Mor sale, lanae orffnarkft, orw1hdrmvel wWait notioa. We Yw#rde projections, owons, asstanp — or owhides for example any, and Ow may not represent arrrem or 5rdrre pedomumce of the property. You and your to and WW advLaom amid condow your own Ya"44atl n of the properly and tumeedion. uww,kw, _ 0 Cooley Ave., San Bernardino, CA 92408 COMMERCIAL OERCIAI DOUGU VNOLDSON :TH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.476.4517 909.793.2100 drepotdsonCkwoommerclal.com kenpcommercial@gmail.com BRE #01456022 We obtained the MmieAlon above from souraw we bekw to be rakWe. However, we have roar t YwAW is eomay and make no gjwwdw, waranty or repm eotaum about L s is subrrdttad abled to the powWrty of errors. onimions, Zhanae of prbe, mer I or Ww oand®om prior ode, imw ar h mk,,g or wbadawel wkhout ratio. We eclWe pw cdo s, apWcna. eamrqpf m or astknedee Tor mremple only, and they may not mprewd cmant or Mum pedan a of the pmpedy. You and yaw tax and load afvloom ahculd ovuhct your own tnveetlaatton of the property aid tramactlon. 0 Cooley Ave., San Bernardino, CA 92408 Comparable Sales #2 • Property Information Sheet • Assessor's Parcel Map • Aerial COMMERCIAL KW COMMERCIAL DOUGLAS REYNOLDSON ETH PATiERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldson®kwcommercial.com kenpcommercial@gmall.com BRE#01456022 We obtained" htfmatlon above f m ac urm %w ballave to be reliable. However, ae nava net versed ns accuracy and Make no g.mrerdee, w ranty m repmentmw about IL M Is aubmtted aubjeot to the possM of errors, orntealon. chenpe of price. rental or other cendltkM, prior seta, ISM or A, or wfthdrwNel without notloe. We hciude proogbre. whions, asaumptiom or ast males for example ow am tat' hmay no represem anrent w fuhxe perlonrance of the property. You and your lax and le6g adAsona should conduct Your own lrieatlpatlonof the property and tnwmc fors i Orange Show Rd, San Bernardino, CA 92408, San Bernardino County N/A Beds N/A r r� Baths Owner Information Owner Name: Mail Owner Name Tax Billing Address: Location Information Zip Code: School District: Comm College District Code: Tax Information APN : Tax Area: Legal Description: Assessment & Tax N/A 309,195 $1,575,000 Bldg Sq Ft Lot Sq Ft Sale Pricr tI N/A iVCNT LND-NE 08/12/2015 Yr Built Sale Date Swift Transportation Co Of Arizona L Swift Transportation Co Of Arizona L 2200 S 75th Ave 92408 Redlands San Bernardino Vly 3 Tax Billing City & State Tax Billing Zip: Tax Billing Zip+4• Census Tract: Topography: Neighborhood Code: 0281-041-67-0000 Tax Appraisal Area: 7077 Water Tax Dist: PARCEL MAP 17132 PARCEL 4 BOOK 221 PAGE 84 Expired Listing qO Phoenix, AZ 85043 7410 72.00 Flat/ Level 092-092 12 San Bernardino Vly 3 Assessment Year 2017 2016 2015 Assessed Value- Total ........................................I..................., $1,938,000 ....................................................................................................................... $1,900,000 $958,000 ......................................................................................................................................................................................................................................................................... Assessed Value- Land $1,938,000 $1,900,000 $958,000 ......................................................................................................................................................................................................................................................................... YOY Assessed Change ($) $38,000 $942,000 YOY Assessed Change (%) ......................................................................................................................................................................................................................................................................... 2% 98.33% Tax Year Total Tax Change ($) Change (9re) 2014 $13,174 _ ......................................................................................................................................................................................................................................................................... 2015 $13,097 -$77 -0.58% ......................................................................................................................................................................................................................................................................... 2016 ......................................................................................................................................................................................................................................................................... $24.928 $11,831 90.33% Special Assessment Tax Amount Sb Valley Muni Wtr Dbt Svc $3,087.50 T ..................................................................................................................................... S 8 City Lmad 1059 $1,029.62 ........................................................................................................... Redlands Unified Bond $995.60 ..................................................................................................................................... San Bdno Comm College Bond $665.OD Ca Ventor Control $1.30 ............................................................... Total Of Special Assessments ............................................................................................. ............................................................ $5,927.55 Characteristics County Land Use: Universal Land Use: Lot Acres: Listing Information MLS Listing Number: MLS Status: MLS Area: Vacant Land Vacant Land (NEC) 7.098 CV15146552 Expired 274 - SAN BERNARDINO Lot Area: Water: Sewer: MLS Current List Price MLS Original List Price MLS Listing Agent: 309,195 Public Public Service $2,164,323 $2,164,323 Cv35496-Ryan Athens Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is net guaranteed.Proerty Detail accuracy of the data contained herein can be independently verified by the recipient of this report vdth the applicable county or municipality. Property Generated on 12/26/2017 Page 1 of 2 r � M O G m I Com � ee rQ OO DO Or p N ^ CN 0 O q0 m _C to Z n 'O ^ /rte in ID O G 4 e { tf st m2n 12- _ m m� �� - / ? 1 7 1 5 •at rD's tt f'ar rD•laf 1 1°l °Id a IJ1 a m� --O—O-].•��Y t-- ---- oro .� c^ l- �/_ LUMI fit '0/,'IH 911 -Ir -101 4411 •Ill oil = m Ot7C� I &C SYOI S, W. - OIL '1'1'1 rrccl - - - trill X. IES LS9 cc U E— 1`- w S= 9S3v Sol r•r fit. e-+ i 'Jr IC9 - ('OY+ I•!f) S 61Z •JDd y •JOd? 4.� .n s Z 'JDd ty - rr b d D ' - �g ciw / y� •� •t[+ w a ^ f9 � m s Jai = o LO'f' ! r 1 'JDd e ^ el tt 'Joe e = a q, 1 -JDd 3 ! ct a a 0 1 r+cs trws�- :/•Ecr i JDd � Ii7tc anti Yii'1 Erre a sct +s t aE E r0 arr1 EEE m a ['N '7Y fZ'i .n .c L I 3r VEgyp/ I'OY selli I'7Y or. 1) �Y 6S'1I m N I 1► S• 9• fl qi tt pN tY' �� Slp ��Y f'01 �lE1 sEl O d£ 'JDd ^i Z IJDd I •JDd oar / '9v 6111 - e 9 •JDd u}d ~• 0 0 m ,s ssi- 9- +']Y 9f'1 3 : Ill YJ'19-119 441 I z = z �' � I � 9t SL ►tji YI ems` i / ,. •`• � a e a q1'+tc U9 it 91 LL .r 9 Y j t JDd q i Ga 1 E \1 re z to 31a.�1—t +++ X%, = I Es o. `6� �4C:9� Ili' Lo ►ct 4 � r' 6' �x�• . � e•su slit ° ' �k; \ �e� = Of ( , �qL \ \ ON '7Y St'9 a a a 11010LisC -\ t9 a a a f Y" tti lt'1t'tti r \\ s\f d t 114 zs as - / Yt -P� rt• \ �+ e £1 101 }d ar` rat b I tl•te ,• r. - � � e y Z I S9 '9Y 01 a N OSZO I 99 �� 99'5 Z 'JDd ` '7Y c � t� ' @ £JDd u}d Z La 'HIB 'Nld M q Iot 1_1 'JDd u 1d Lill ^� '1'i•1 `} - x n '— sill �e f;�s� f 1, OBZO OBZO o Cc a - e s J 0 Cooley Ave., San Bernardino, CA 92408 'im COMMERCIAL KW COMMERCIAL DOUGLAS REYNOLDSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldson@kwcommercial.com kenpcommercial@gmall.com BRE #01456022 We obtefned the trttorrnatlon above Gan sources we believe to he reliable. However, we have not verMatl its eocurery and male no guereMee, warrenry or repnauntation abort It It is sutrWhed subJed to the posvibMty of errors, anlsslons, dwngo of price, rental or other conmtlons, prior sale, loess or thancirig, or wtlhdrewat without notice. We Include proisdlorrs, ophlorm assurnptiors or esdT atw for emmpls only, end they may not represent ourrerrt or Uwe perfonnerrce of the property. You and your tex and legel awsors wMMwMMMMw should oond ne your own hiestigetion of the properly and Inumeatlon. wvw.kW,_ 0 Cooley Ave., San Bernardino, CA 92408 Comparable Sales #3 a a a KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 Property Information Sheet Assessor's Parcel Map Aerial DOUCLA Commercial Real Estate Investment Advisor 909.478.4517 dmyrroldson@kwcommercial.com BRE #01456022 KENNETH PATTERSON Agent 909.793.2100 kenpcommercia0gmail.com COMMERCIAL We obtakwd the M ffnd cn above from sources wa believe to be raiable. Flowwmr, we lmve riot vevded Its accuracy and nwJw no guaranies, wranty or repreeattatian about It. It to submitted subject to the poaeiblllty of errors, ornbalons, change of pdoa, ramal or other oorxlnlorm, prior eele, lease orfrradng, or withdrawal without halba. We holude pmj CWM ophlam, aseumptlom or asthne ft for example only, end OW may not Mt:raaad canard or hLEe pafonrerrce of fie properly. You and your tarn end lapel edviam should conduct your own kmwtlpatbrt of the property and trarmWom .kwcommercial.com 936 W 3rd St, San Bernardino, CA 92410, San Bernardino County Owner Information Owner Name: Mail Owner Name: Tax Billing Address: Tax Billing City & State: Location Information N/A N/A 16,570 $266,000 Beds Bldg Sq Ft Lot Sq Ft Sale Price N/A N/A jVCNT ISTD -NE 06/05/2013 Baths Yr Built Sale Date Pensco Trust Company Tax Billing Zip: 92867 Pensco Trust Company Tax Billing Zip+4: 5848 1012 E Adams Ave Owner Occupied: No Orange, CA Zip Code: 92410 Census Tract: 49.00 School District: San Bernardino Topography: Flat/Level Comm College District Code: San Bernardino Vly3 Neighborhood Code: 091-091 Tax Information APN : 0138-231-05-0000 Lot: 1 Tax Area: 7160 Block: 16 Tax Appraisal Area: 12 Water Tax Dist: San Bernardino Vly 3 Legal Description: R S B S 130 FT LOT 1 BLK 16 AND PTN VAC ALLEY ON N EX E 225 FT EX ST Assessment & Tax Assessment Year 2017 2016 2015 ._...................................................................................................................................................................................................................................... Assessed Value Total $55,453 $54,386 $53,549 ........................................................................................................................................................................................................................................ Assessed Value -Land $55,453 $54,366 $53,549 ......................................................................................................................................................................................................................................................................... YOY Assessed Change ($) $1,087 $817.................................... ................ -.................................................................. ....................................................................................................................................... YOY Assessed Change (%) ............................................................................................................... 2% 1 :53% ........................................................-.................................................................. Tax Year Total Tax Change ($) Change (°/a) 2014 $689 ................... ......................................................................... 2015 ........... $709 ....................................................................... $20 .................................................................. 2.86% 2016 ......................................................................................................................................................................................................................................................................... $844 $135 19.11 % Special Assessment Tax Amount Sb Valley Muni Wtr Dbt Svc $88.34 ..................................................................................................................................... School Bonds $43.22 San Bdno Comm College Bond $19.02 .................................................................... Co Ventor Control $1f............................................................. .........................................................................30 Total Of Special Assessments ..................................................................................................................................... ............................................................. $300.41 Characteristics County Land Use: Universal Land Use Lot Acres: Lot Area: Listing Information MLS Listing Number: MLS Status: MLS Area: Vacant Land Vacant Land (NEC) 0.38 16,570 CC193187 Canceled 274 - SAN BERNARDINO Gross Area: Water: Sewer: Year Built: MLS Current List Price MLS Listing Agent: MLS Listing Broker: MLS: 12,500 Public Public Service MLS: 1983 $1,199,000 Scolllau-Laurie Kim Leggio MMDC INC Courtesy of LARA FERNANDEZ, KELLER wILLIAMS REALTY, California Regional MLS within this report is compiled by Ccrel-ogic from public and private sources. The data is deemed reliable, but is not guaranteed. The property Detail accuracy of the data contained herein can be independently verified 'ey the recipient of this report with the applicable county or municipality. Generated on 12/26/2017 Page 4 or 12 MLS Status Change Date: 06/22/2013 Last Market Sale & Sales Histo Recording Date: 07/26/2013 Sale Date: 06/05/2013 Sale Price: $266,000 Multi/Split Sale: Multi Document Number: 329566 Sale Type: Full Deed Type: Grant Deed Owner Name: Pensco Trust Company Seller: Harralka R & 3 Family Trust Date 07/26/2013 Mortgage Amount 10/05/2009 ....................... 10/01/2008 __......__...._..__11/13/2007 ....................... !ording ..... .......................; .......................0.1/03/201.1 5�i�12/20/20106 .iiie ...................... 66i2672 09/22/2008 11/06/2007 ..R..e...c............................................................................................................................................................................................................................................................... Sale Pnce$266,000 $300,000 6R�Ri ............................................. 2007 $941,700 $43,404 ................................................ . Nominal .............. ................................ y ..................................................................................... ............................................ ............................................. .......................................... Buyer Name I ............................................................................................................................................................................... Steckler Terry Harrake Robert & J A I Street LLC Rpg Ents Inc Dannis Dan & Kathleen /00 U0R& .............................................. 5i6i Trust i6666.......................................................gi656....................................................... ...........­................... ............................................ Seller Name I .............................................................................................................................................................................._............................I............... Harraka R & J Family I Street LLC Steckler Kevin L Fcl Natl Lender Svcs Inc Foreclosure Consultants TrustInc .. ....................... I ..................................................................................................................................................................................... ment Number 329566 1181 437460 439754 . ............................................ 526446 ........... ....... DocuWik'ij�i­ .................................I...... &��i..... ... ........ I .......... DeedDeed ...........................— �;W.b;;;� .... I .................... ........... .......... I ............................................................................................................................................................. ...................................................................................................................... Trustee's Deed Trustee's Dead Recording Date 08/23/2006 / 1 4 /2004 .. ..0 7/07/2003 ..................... . ................ Sale Date ................. ......07 5iii366 ...... .. ........... 07/12/2004 ................................................. 07/06/2003 ....................... ......................... Sale Price J...........................i �996566 i 556 ...................................................................I.......................................................................................... y .. ... .. ... ... .i........I............ 4iiiiRame ..................................... Algroup Inc .1.... .......... Classic Home Loans Developers Mayco pe rs ................................................................................................................................................................................ Seller Name Classic Home Loans Landamerice Default Svcs Co C Mayco Developers Document Number . .......................I............................ ...................................................... 6iHi� �iOg .............................. �4�4f� ...................... Document Type ............................................................................................................................................................................... Grant Deed Trustee Deed ........................ Grant Deed Mortgage History Mortgage Date 01/26/2007 08/23/2006 ................. ...i6E666 ......................... ......................... Mortgage Amount ........ ii'66 ........... .... ......... "" ......... Mortgage Lender 1�4�JWi*n' aWfjz;W -- ** *--' ...... ....... --**' '--t'y---",', .........-.-.-*..-.-.**----.----Private --*...--'-,L-e-............._....................... Mortgage Code Private larLender-OaryLender ------------------------------------------------------------------- Foreclosure History Document Type Notice Of Trustee's Sale Notice Of Trustee's Sale ..................... ........................................................................................................ Notice Of Default ............. I ........... I ........ I ......................................... Default Date05/17/2007 ......................... ..................... Foreclosure Filing Date doi.0 6 .............................................. dgli:906i ............................................. .................................... 66AT ............................................. .................................... Recording Date 6:9T4i;969­­': ........................................ W967iM� 6R�Ri ............................................. 2007 Document Number 68132 . ........ . 503048 3 04111 ............................................................................................................................................................................................ Default Amount .................................................................. $...3...0..,..1..4.1 --o.................... Final Sud wa ','g6................................................. i b ............................ ',6'................................................................ �060 .............................................7i ................................. I. ........................................ 1..1 ........................ ............................................. f�............................ &iiiWGc G16 ...............................I.. 11 /09/2006 /00 U0R& .............................................. 5i6i Original........-...............................................­........................................ i6666.......................................................gi656....................................................... ...........­................... Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogicfrom public and private sources. The data is deemed reliable, but not guaranteed. accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality, Property Data Generated on 12/28/2017 Page 5 of 12 340 N I St, San Bernardino, CA 92410-1814, San Bernardino County Owner Information Owner Name: Mail Owner Name: Tax Billing Address: Tax Billing City & State: Location Information Zip Code: Carrier Route: School District: Comm College District Code: Tax Information APN : Tax Area: Tax Appraisal Area Legal Description: Assessment & Tax N/A N/A 8,060 $266,000 Beds N/A Baths Bldg Sq Ft Lot Sq Ft ale Price N/A Yr Built Pensco Trust Company Pensco Trust Company 1012 E Adams Ave Orange, CA 92410 C015 San Bernardino San Bernardino Vly 3 RES -NEC 06/05/2013 Type Sale Date Tax Billing Zip: Tax Billing Zip+4. Owner Occupied: Census Tract: Topography: Neighborhood Code 92867 5848 No 49.00 Flat/Level 091-091 0138-231-09-0000 Lot: 1 7160 Block: 16 12 Water Tax Dist: San Bernardino Vly 3 R S B W 62 FT E 175 FT S 130 FT LOT 1 BLK 16 AND PTN OF VAC ALLEY ON N Assessment Year 2017 2016 2015 ...................................................................................................................................................................................................................................... Assessed Value Total $26,934 $26,406 $26.009 ......................................................................................................................................................................................................................................................................... Assessed Value - Land $26,934 $26,406 $26,009 ............................................................................................................................................................................................................................................................... YOYAssessed Change ($) $528 $397........................................................................................................................... YOY Assessed Change (%) ......................................................................................................................................................................................................................................................................... 2% 1.53% Tax Year Total Tax Change ($) Change (%) _ 2014$335 T .................................... .................................................................................................................................................................................................................................... 2015 $345 $10 2.85% ...................................................................................................................................... 2016 $487 i................................................................................................................................ $142 41.22% Special Assessment Tax Amount — =n Sb Valley Munl Wtr Dbt Svc $42.90 ..................................................................................................................................... SchooiBonds $20.89 San Bdno Comm College Bond $9.24 ...................................................................................................................... Co or Control $1.30 Total...................................................................... Of Special Assessments 222.......9..6................... ............. $. Characteristics County Land Use: Universal Land Use: Lot Acres: Estimated Value RealAVMiA° (1): RealAVMTm Range: Value As Of: Vacant Land Residential (NEC) 0.185 $189,818 $165,142 - $214,494 12/14/2017 Lot Area: Water: Sewer: Confidence Score (2) Forecast Standard Deviation (3) 8,060 Public Public Service 78 13 Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The property Detail accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality, Generated on 12/26/2017 Page 7 of 12 (1) ReaIAVMTM is a CoreLogic® derived value and should not be used in lieu of an appraisal. (2) The Confidence Score is a measure of the extent to which sales data, property information, and comparable sales support the property valuation analysis process. The confidence Score range is 60 - 100. Clear and consistent quality and quantity of data drive higher confidence scores while lower confidence scores Indicate diversity in data, lower quality and quantity of data, and/or limited similarity of the subject property to comparable sales. (3) The FSD denotes confidence in an AVM estimate and uses a consistent scale and meaning to generate a standardized confidence metric. The FSD is a statistic that measures the likely range or dispersion an AVM estimate will fall within, based on the consistency of the information available to the AVM at the time of estimation. The FSD can be used to create confidence that the true value has a statistical degree of certainty. ast Market Sale & Sales History Recording Date: 07/26/2013 Sale Type: Notice Of Default Full Sale Date: 06/05/2013 Deed Type: Foreclosure Filing Date 02/11 /2008 08/22/2007 Grant Deed Sale Price: $266,000 Owner Name: 05/21/2007 Penseo Trust Company Multi/Split Sale: Multi Seller: Hanraka R &3 Family Trust Document Number: 329566 Recording Date 07/26/2013 01/03/2011 10/05/2009 09/22/2009 10/01/2008 Sale Date ................................................................................................................................................................................ 06/05/2013 12/20/2010 09/29/2009 09/15/2009 09/22/2008 Sale Price $266,000 $300,000 5941,700 ..................................................................................................................................................................................................................................................................... NominalY ................................................................................................................. Y ............................................ ........ ..... ........................................................................................ Buyer Name ...... Steckler Terry Harrake Robert & J A I Street LLC Steckler Kevin L Rpg Ents Inc Trust ......................................................................................................................................................................................................................_............................................ Seller Name Harraka R & J Family I Street LLC Steckler Kevin L Rpg Ents Inc Fc) Natl Lender Svcs Inc Trust .... Document Number .......................... ............................... 329566 1181 .......................... 437450 .......................... 414426 ............................ 439754 ..................................................................................................................................................................................................................................................................... Document Tjrpe ........................................................................................................................................................................................................................................................................ Grant Deed Grant Deed Grant Deed Grant Deed Trustee's Deed Recording Date 11/13/2007 08/23/2006 07/14/2004 ............................ Sale Date ................................... 11/06/2007 01/03/2006 07/12/2004 Sale Price $43,404 $850,000 $600,000 ..................................................................................................................................................I.............................. Nominal Buyer Name Dannis Dan & Kathleen Algroup Inc Classic Home Loans Seller Name .............................................................................................................................. Foreclosure Consultants Classic Home Loans m rlca Default Inc Svcs Co C Svcs Co Document Number .......................................................................... 626445 577112 489313 Document Type ...................................................................................................................................................................... ......................................................................... Trustee's Deed Grant Deed Trustee Deed Mortgage History Mortgage Date 01/26/2007 08/23/2006 ........................................................................................I.......I.................................................................. Mortgage Amount .................$150.000 ..............................$92,000 ........................................... ............................................................................................. Mortgage Lender Private Individual Mortgage Code Private Party Lender Private Party Lender ................................................................................................................................................................1"........................... ►sure History Document Type Notice Of Trustee's Sale Notice Of Trustees Sale Notice Of Default .............................................................................I.................................................................I................... Default Date 05/17/2007 Foreclosure Filing Date 02/11 /2008 08/22/2007 .................................................................. 05/17/2007 .................................................................. Recording Date 02/14/2008 06/30/2007 05/21/2007 .............................................. Document Number ................_........................I............. 68132 ............................................................................................................................... 503045 304112 ......................................................................................................................................................................................................................................................................... Default Amount $30.141 Final judgment Amount........................................................ 300.............................................. $200,048 ..........................:....::..:.............................................................................. .............................../.09/......20....0...................................... ............... /..7 0.............................................1!26/200............................................................... Original Doc Date 116 01..28.... /..2.. 0..0.. 7 Original Document Number 76596351937 51937 ......................................................................................................................................................................................... Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The but Is not The property Detail accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Generated an 12/28/2017 Page 8 of 12 308 N I St, San Bernardino, CA 92410, San Bernardino County N/A N/A 14,690 $266,000 Lot: 1 Beds Bldg Sq Ft 1 Lot Sq Ft ':ale PricF 7160 Block N/A N/A ��VCNT LND-NE 06/05/2013 12 a . Baths Yr Built I Type Sale Dai R S B E 113 FT OF THAT PTN LOT 1 BLK 16 DESC AS BEG Owner Information N 130 FT TH E 175 FT TH S 130 FT TO POB EX ST Owner Name: Pensco Trust Company Tax Billing Zip: 92867 Mail Owner Name: Pensco Trust Company Tax Billing Zip+4: 5B48 Tax Billing Address: 1012 E Adams Ave Owner Occupied: No Tax Billing City & State: Orange, CA $49,115 $48,152 Location Information ..................................................................................................................................................................................................................................................................... YOYAssessed Change ($) $963 ........$723........................................................................................................................... Zip Code: 92410 Census Tract: 49.00 Carrier Route: C015 Topography: Flat/Level School District: San Bernardino Neighborhood Code: 091-091 Comm College District Code: San Bernardino Vly 3 Tax Information APN : 0138-231-10-0000 Lot: 1 Tax Area: 7160 Block 16 Tax Appraisal Area: 12 Water Tax Dist: San Bernardino Vly 3 Legal Description: R S B E 113 FT OF THAT PTN LOT 1 BLK 16 DESC AS BEG AT SE COR SD LOT 1 TH W 175 FT TH N 130 FT TH E 175 FT TH S 130 FT TO POB EX ST Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value -Total $49,715 $46,152 ................................................................. $47,429 ........................................................................................................................................................................................................................................................... Assessed Value - Land $49,115 $48,152 $47,429 ..................................................................................................................................................................................................................................................................... YOYAssessed Change ($) $963 ........$723........................................................................................................................... YOY Assessed Change (%) 29b 1.52% Tax Year Total Tax Change () — Change 2014 $610 W ......................................................................................................................................................................................................................................................................... 2015 $628 $17 2.8696 .........................................................................................................................................................................................................:............................................................ 2016 ......................................................................................................................................................................................................................................................................... $765 $137 21 896 Special Assessment Tax Amount Sb Valley Muni Wtr Dbt SVC $78.24 School Bonds $38.28 ........................................ San Bdno Comm College Bond ........................................................... $16.85 ............................................... I.................. ................................................................... Co Ventor Control $1; 30 ......................................... Total Of Special Assessments ..................................................................................................................................... .......................................................... $283.20 Characteristics County Land Use: Vacant Land Lot Area: Universal Land Use: Vacant Land (NEC) Water: Lot Acres: 0.3372 Sewer: Last Market Sale & Sales History Recording Date: Sale Date: 07/26/2013 06/05/2013 Sale Type: Deed Type: 14,690 Public Public Service Full Grant Deed Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data vdthin this report Is compiled by Corel-ogic from public and private sources. The but not guaranteed. Property Deal' data contained herein can be independently verified by the rec'pient of this report with the applicable county or municipality. Generated on 12/28/2017 Page 10 of 12 Sale Price: $266,000 Notice Of Trustee's Sale Owner Name: _Document ...........................................................................................................................................................................................................................I............. Default Date Pensco Trust Company Multi/Split Sale: Multi ...............................................................................................................................................................................................................................................I......... Foreclosure Filing Date Seller: OB/22/2007 .................................................................................................................................. Harraka R & 7 Family Trust Document Number: 329566 08/30/2007 ............................................................,....................................,................................, 05121/2 007 .................... Document Number ...................................................... 66132 Recording Date 07/26/2013 1/03/2011 10/05/2009 09/22/2009 10/01/2008 ............................................ ......................................................................................................................................................................................................... Sale Date 2013 12/20/2010 09/29/2009 09/15/2008 09/22/2008 Safe Pnce iM6.,. ................01/03. $266,000 $300,000$941.700 765963 51940 51940 ................. ................................... Nominal ............................................................... ............... I .......... I ................. Y .............................................................. Y ......................................................................................................................................................................................................................................................................... Buyer Name Steckler Terry Harraka Robert & J A I Street LLC Steckler Kevin L Rpg Ents Inc Trust ...................................... ........... ................................. .......................................................................................................... Seller Name Harraka R & J Family I Street LLC ................................................................. Steckler Kevin L Rpg Ents Inc .I I......... Fci Nati Lender Svcs Inc Trust ......................................................................................................................................................................................................................................................................... Document Number 329566 1161 437450 414426 439754 Document Type .................................. Grant Deed ................................. Grant Deed Grant Deed .................................. Grant Deed Trustee's Deed Recording Date 11/13/2007 08/23/2006 07/14/2004 ......................................................................................................................................... Sale Date 11/06/2007 01/03/2006 7i.:.................................. 07/12/2004 ................................................................................................................................................................................. Sale Price $43,404 $850,000 $600,000 ................................................................................................................................................................................. Nominal ............................... ...........................................................................................................................................;.Ic Buyer Name Dennis Dan &Kathleen Algroup Inc Classic Home Loens Foreclosure Consultants Landamerica Default Seller Name Inc Classic Home Loans Svcs Co C ................................................................................................................................................................................. Document Number 626447 577112 499313 ................................................................................................................................................................................. Document Type ................................................................................................................................................................................. Trustee's Deed Grant Deed Trustee Deed Mortgage History Mortgage Date 01/26/2007 08/23/2006 ....... � .. g..................................................................................................................................................................................... Mo a a Amount $150,000 $92,000 ....................................................................................................................................................................................................... Mortgage Lender Private Individual ........................................................................................................................................................................ Mortgage Code Private Perty Lender Private Perty Lender ....................................................................................................................................................................................................... Foreclosure History Type Notice Of Trustee's Sale Notice Of Trustee's Sale Notice Of Default _Document ...........................................................................................................................................................................................................................I............. Default Date 05/17/2007 ...............................................................................................................................................................................................................................................I......... Foreclosure Filing Date 02/11/2008 OB/22/2007 .................................................................................................................................. 05/17/2007 ................................................... ...... Recording Date ............... 02/14/2008 08/30/2007 ............................................................,....................................,................................, 05121/2 007 .................... Document Number ...................................................... 66132 503049 304115 ......................................................................................................................................................................................................................................................................... Default Amount $30,141 g................................................................................................................................................................................................................................................... Final 7ud ment Amount $905,300 ................................................................................................................... . Original Doc Date 11/09/2006 .......$202:029 01/26/2007 01/26/2007 ......................................................... Original Document Number 765963 51940 51940 Courtesy of LARA. FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by Core Logic from public and private sources. The but is not property Detail accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Generated on 12/28/2017 Page 11 of 12 340 N I St, San Bernardino, CA 92410-1814, San Bernardino County y- N/A N/A 38,000 $266,000 ' Beds Bldg Sq Ft Lot Sq Ft Sale Pricr N/A N/A RES -NEC 06/05/2013 Baths Yr Built Sale Dal Owner Information Owner Name: Pensco Trust Company Tax Billing Zip: 92867 Mail Owner Name: Pensco Trust Company Tax Billing Zip+4: 5848 Tax Billing Address: 1012 E Adams Ave Owner Occupied: No Tax Billing City & State: Orange, CA ......................................................................................................................................................................................................................................................................... YOY Assessed Change (Me) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Location Information 1.52% Tax Year Zip Code: 92410 Census Tract: 49.00 Carrier Route: C015 Topography: Flat/Level School District: San Bernardino Neighborhood Code: 091-091 Comm College District Code: San Bernardino Vly 3 ................................................................ Special Assessment Tax Information Sb Valley Munf Wtr Dbt Svc APN : 0138-231-02-0000 Lot: 1 Tax Area: 7160 Block: 16 Tax Appraisal Area: 12 Water Tax Dist: San Bernardino Vly 3 Legal Description: R S B PTN LOT 1 BLK 16 BEG 150 FT N OF NW COR INTERSECTION THIRD AND I ST ST TH W 345 FT TH N 5 FT TO A T S F R/W TH NELY ALG R/W TO W LI I ST TH S ALG W LI I ST TO POB 5......................................................... $495.47 AND N 10 FT VAC ALLEY ON S AS RECORDED FEB 28, 1977 SK 9123 PG 917 Assessment & Tax Assessment Year 2017 2016 2015 ......................................................................................................................................................................................................................................................................... Assessed Value -Total $127,278 $124,782 $122,908 .................................................................................... Assessed Value - Land I-- ............. ................................................................................................................. $127,278 $124,782 .................................................. $122,906 .........................................................................................................................................................................................................................................................I............... YOY Assessed Change ($) $2,496 $1,874 ......................................................................................................................................................................................................................................................................... YOY Assessed Change (Me) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 2% 1.52% Tax Year Total Tax Change ($) Change (9ire) 2014 $1,580 ................ ........ ............. .................... 2015 ......................... ....................................... $1 625 ._......_._......_.................................................................................................................. $45 2.86% ................................................................. ....................... 2016 ....................... ............................................ $1:743 .......................................................... $118 .............................7.29% ................................... ................................................................ Special Assessment Tax Amount Sb Valley Munf Wtr Dbt Svc $202.77 School Bonds $99.20 ..................................................................................................................................... San Bdno Comm College Bond $43.67 .................................................................................................... Co Ventor Control $1.30 ......................sial....... ........... nts................... Total Of Special Assessments 5......................................................... $495.47 Characteristics County Land Use: Vacant Land Gross Area: Universal Land Use: Tax: Residential (NEC) MLS: Water: Vacant Land (NEC) Lot Acres: 0.8724 Sewer: Lot Area: 38,000 Year Built: Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS 1 he data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. MLS: 12,500 Public Public Service MLS: 1970 Property Detail Generated on 12/26/2017 Page 1 of 3 Estimated Value ReaIAVMTM' (1): $215,763 Confidence Score (2): 78 ReaIAVMTM' Range: $187,714 - $243,812 Forecast Standard Deviation (3): 13 Value As Of: 12/14/2017 (1) ReaIAVIVITM' is a Core Logic® derived value and should not be used in lieu of an appraisal. (2) The Confidence Score is a measure of the extent to which sales date, property information, and comparable sales support the property valuation analysis process. The confidence score range is 60 - 100. Clear and consistent quality and quantity of data drive higher confidence scores while louver confidence scores indicate diversity in data, lower quality and quantity ofdata, and/or limited similarity of the subject property to comparable sales. (3) The FSD denotes confidence in an AVM estimate and uses a consistent scale and meaning to generate a standardized confidence metric. The FSD Is a statistic that measures the likely range or dispersion an AVM estimate will fall within, based on the consistency of the information available to the AVM at the time o` estimation. The FSD can be used to create confidence that the true value has a statistical degree of certainty. Listing Information MLS Listing Number: CC193251 MLS Current List Price: $1,095,000 MLS Status: Canceled MLS Listing Agent: Scoillau-Laurie Kim Leggio MLS Area: 274 - SAN BERNARDINO MLS Listing Broker: MMDC INC MLS Status Change Date: 06/22/2013 MLS Listing # Cc244468 CC250210 MLS Status Expired Expired ................................................................................................................................................................................ MLS Listing Date 10/04/2004 11/30/2000 ............................................. MLS Listing Price $750... :............ $7 500,000 .................................................... .................................te..............................................................................-..... MLS Listing Cancellation Date 10/04/2004 / 05/28/2001 Last Market Sale & Sales History Recording Date: 07/26/2013 Sale Type: Full Sale Date: 06/05/2013 Deed Type: Grant Deed Sale Price: $266,000 Owner Name: Pensco Trust Company Multi/Split Sale: Multiple Seller: Harraka R & 7 Family Trust Document Number: 329566 Recording Date 07/26/2013 01/03/2011 10/05/2009 09/22/2009 10/01/2008 Sale Date 06!05!2013 12/20/2010 09/29/2009 .....................I.......... 09115!2009 09!22!2008 ......................................................................................................................................................................................................................................................................... Sale Price $266,000 $300,000$941.700 ........................................... ............................................ Nominal ................. .... .......... .......................................................... ............................................ Y .................................. I ...... .... Y Buyer Name Steckler Terry Harraka Robert & J A I Street LLC Steckler Kevin L Rpg Ents Inc Trust ......................................................................................................................................................................................................................................................................... Seller Name Harrake R & J Family I Street LLC Steckler Kevin L Rpg Ents Inc I'd Natl Lender Svcs Inc Trust ......................................................................................................................................................................................................................................................................... Document Number 329566 1181 437450 414426 439754 ......................................................................................................................................................................................................................................................................... Document Type ......I.......I.....I............. Grant Deed Grant Deed .................................. ........................................................... Grant Deed ......................................................................................................................... Grant Deed Trustee's Deed Recording Date 11/13/2007 08/23/2006 07/14/2004 ................................................................................................................................................................................. Sale Date 11/08/2007 01/03/2006 07/12!2004 ................................................................................................................................................................................. Sale Price $43,404 $850,000 $600,000 ................................................................................................................................................................................. Nominal .ns......... Buyer Name ..n..I.......................................................................................................Lo Dannis Dan &Kathleen Algroup inc Classic Home Loans ............................................................................................................................................................................... Seller Name Foreclosure Consultants Classic Home Loans Landamerica Default Inc Svcs Co C .......................................................................................................................................... Document Number 626443 577... 499313 Document Type ................................................................................................................................................................................. Trustee's Deed Grant Deed Trustee Deed Mortgage History Mortgage Date 01 /26/2007 .0..8../..2.3../..2..006 09/22/1992 .i4ii................................................................................................................................................................................................................................................................. Mortgage Amount $150:000 ....$92.000...................................................$1.300.000.................................-.......... Mortgage Lender Private Individual Golden Pacific Bk ......................................................................................................................................................._................................................................... Mortgage Code Private Party Lender Private Party Lender Conventional ........................................I................................................................ Foreclosure History Document Type Notice Of Trustee's Sale Notice Of Trustee's Sale Notice Of Default Notice Of Trustee's Sale Notice Of Trustee's Sale .......................................................................... ... ........................ ...... ................................................................................................................. ........................................ I.... Default Date05!17!2007 ........................................................................................................................................................................................................................................................................ Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS I he data within this report is compiled by coreLogic from public and private sources. The data is deemed 7eliable, but is property Detail accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Generated on 12/26/2017 Page 2of3 N I St, San Bernardino, CA 92410-1814, San Bernardino County Assessment & Tax Assessment Year 2017 2016 2015 ................................................................................................... ....... Assessed Value - Total $22,182 N/A N/A 6,500 $266,000 Assessed Value -Land $22,182 ............................. $21 747 Beds Bldg Sq Ft 1 Lot Sq Ft Sale Price $435 $327 ..........................................................................................................................:................................................................................................................................ YOY Assessed Change (%) ........................................................................................................................... 2% 1.53% .............................................................................................................................. N/A N/A �VCNT LND-NE 06/05/2013 Total Tax Change ($) f • Baths Yr Built Sale Date $276�^ 2015 ........................................................ i2i4 ............................ I............................ $8............................................................................................................................... 2016 ......... Owner Information $143 .....................................................50.41% ..................:85% Special Assessment Owner Name: Pensco Trust Company Tax Billing Zip: 92867 Mail Owner Name: Pensco Trust Company Tax Billing Zip+4: 5848 Tax Billing Address: 1012 E Adams Ave Owner Occupied: No Tax Billing City & State: Orange, CA Co Venter Control Location Information ..................................................................................................................................... Total Of Special Assessments Zip Code: 91766 Census Tract: 49.00 Carrier Route: CO25 Topography: Flat/Level School District: San Bernardino Neighborhood Code: 091-091 Comm College District Code: San Bernardino Vly 7 Tax Information APN : 0138-231-04-0000 Lot: 1 Tax Area: 7160 Block: 16 Tax Appraisal Area: 12 Water Tax Dist: San Bernardino Vly 3 Legal Description: R S B W 50 FT E 225 FT S 130 FT LOT 1 BILK 16 AND PTN OF VAC ALLEY ON N Assessment & Tax Assessment Year 2017 2016 2015 ................................................................................................... ....... Assessed Value - Total $22,182 ... . . . . $21 747 ................... - ----- --- - $21A20 ............................................................. Assessed Value -Land $22,182 ............................. $21 747 $21 A20 ......................................................................................................................................................................................................................................................... YOY Assessed Change ($) $435 $327 ..........................................................................................................................:................................................................................................................................ YOY Assessed Change (%) ........................................................................................................................... 2% 1.53% .............................................................................................................................. Tax Year Total Tax Change ($) Change (%) 2014 $276�^ 2015 ........................................................ i2i4 ............................ I............................ $8............................................................................................................................... 2016 ......... $428 ....................... $143 .....................................................50.41% ..................:85% Special Assessment Tax Amount Sb Valley Muni Wtr Dbt Svc $35.33 ..................................................................................................................................... School Bonds $17.28 ..................................................................................................................................... San Bdn.. Comm College Bond $7.61 Co Venter Control $1.30 ..................................................................................................................................... Total Of Special Assessments $210.05 Characteristics County Land Use: Vacant Land Universal Land Use: Vacant Land (NEC) Lot Acres: 0.1492 Last Market Sale & Sales History Recording Date: Sale Date: Sale Price: 07/26/2013 06/05/2013 $266,000 Lot Area: Water: Sewer: Sale Type: Deed Type: Owner Name: 6,500 Public Public Service Full Grant Dead Pensco Trust Company Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The date within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not The property Deta it accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Generated on 12/28/2017 Page 1 of 12 Multi/Split Sale: Multi Seller: Harraka R & 3 Family Trust Document Number: 329566 Recording Date 07/26/201�, 01/03/2011 ....................... 10/05/2009 ......... 09/22/2009 ........ ................ ........... ..... Sale 11 ........................ 1'�/� &i6i.6 ............ 66i�61�666 ............. .......... * .............................. 09/15/2009 , ...... Sale Price ................ i:�66'. 0-0-0- ...................I...............I.........I.......I.........11..............I....................I.......I........I.... 503047 ............................... ..................... I ...,.$266,000 ........................................................................................................ Nominal I ...... ........................................................................................... $30,141 ............................................ I ....... y ........................................................................ Buyer Name Steckler Terry .................................... Harraka Robert & J A ........................... I .......... I Street LLC I .................................... Steckler Kevin L -,*,;,........................... ........................................... . ...... — ......................................................................... &IgGi�i66i��ent Number 765963 .......... I ..................... ............................................................................ I ................... I .....� 5.1.939 ......... I ...... I ................................. . . ...... Trust .................................................................................................................................................................................................................. Seller Name Harraka R & J Family I Street LLC Steckler Kevin L Rpg Ents Inc Trust . ........ . ..... ... ....... Document Number . ................ 329566 437450 414426 , ... DocuWiiiiT jil"ei ... ............................................................................................................. ....... ** ....... Grant n't, * l)"'e'e"d, ..... * ....... * .......Grant*' ................ Deed ................. I ............................................................................. Grant, Deed....... Recording Date 11/13/2007 08/23/2006 ........ ............ 07/14/2004 ...................... ................... Sale Date ....................... 11/06/2007 01/03/2006 07/12/20(}4 Sale Price '000 ....... I ................... .Wa............. ...............!............I................................!................................................... �W�I ..giiWName Dann is Dan & Kathleen I .................... A I g r ou p I n c ....... I ............ ....................................... Classic Home Loans ............. ...... .................................. I Seller Name ...................................... Foreclosure Consultants Classic Home Loans Landamerica Default Inc Svcs Co C .. .......................... Document Number ............ ... .................. 626444 I ............... ........ I ...... 577112 .... ...... I ............................... 499313 Document Type ................................ ..... . . . ..... ust e as Deed ..................... ... . . . ........ Grant Deed ................................................ .... Trustee us ................... .. .......... Mortgage History Mortgage Date 01/26/2007 08/23/2006 . . ..... .... . ..... I ..... Mortgage Amount $150,000 $92,000. I ................................................ ......I... 11iia...............................................................................I........... W�iiWi��r Private Individual Mortgage Code Private en er ........................................................................................... ...... I ...... I ............................ Private Party Lender ..................... ............. ........................ Foreclosure History 10/01/2008 ....................... 09/22/2006 ................................................... $941,700 ..................................................... .................................. I ........ Rpg Ents Inc ............................................ Fci Natl Lender Svcs Inc ............................................ 439754 .............. Trustee's Deed ............................... Document Type Notice Of Trustee's Sale ................................ Notice Of Trustee's Sale I ........ I .............. I ................................................................... Notice Of Default I ...................... ............................................ .............................................................. I Default Date05/17/2007 ........ ................ I ....................................................... I ................ I ................................................ e Filing Date 02/11/2008 Foreclosure I. ...................................................................................... 08/22/2007 05/17/2007 ....... I... ............ ................... ;ii.i...................................v.i.....................I........I..............7i........................................... kiioid1ib&� di�i666 dg�6�66� .. ......................................I.........................I... Document Number 68132 ...................I...............I.........I.......I.........11..............I....................I.......I........I.... 503047 304114 ....... .................................... I ............................................................................ Default Amount I ...... ........................................................................................... $30,141 ............................................ I ....... ................... .......................................I....... Final 7ud ! .... -............................................................... E.6�6 I............................................I.................... .................. .............I............. ............. I............I ......1.1-1........................ ............................................. Original Doc Date 11/09/2006 01/26/2007 01/26/2007 .................................... -,*,;,........................... ........................................... . ...... — ......................................................................... &IgGi�i66i��ent Number 765963 .......... I ..................... ............................................................................ I ................... I .....� 5.1.939 ......... I ...... I ................................. . . ...... ..................................... I ..... 5.1.939 ..................................................... . . ...... Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report Is compiled by Corel-ogic from public and private SOLIM9S. The data Is deemed reliable, but is guaranteed. The accuracy of the data contained herein can be Independently verified by the recipient of this report with the applicable County or municipality. Property Detail Generated on 12/28/2017 Page 2 of 12 �1111I1 O r� rrr r. 9 y 4 C -.0. -d- PID M e rr•i sa — d d O -4]}AbS�_--------1--i— = t- - VL S�'1 ( i 1 1 I Soli I I � ; i i • 4 I O de ' Y 1 1 I y� I M. 1 1 I I ••- � 1 ani { � 1 1 l esr11 •� .' I 1 1 � --+---+-------------+---+----------------- ---- i 'NI 1 1 I 1 I 1 I O�'•• 1 I 1 1 1 + � p l o - ------------- wl I 1 , I 1 1 1 1 a 11 11 roo`I 1 �- I I It �I04 i ---------------------------------- I I 11 1 1 1 11 I y I I I I I II I + L ;moi •Ir'I 11 I I � ; I I• tl I I � ' 1 1.7 --------------------------------4 I I II + + � ------------ -------------------- c mr� 0 N C.&6 O O G �0.� d[ao v yOj O m m SI► SO CmU7 y 0 Cooley Ave., San Bernardino, CA 92408 r COMMERCIAL KW COMMEi DOUGLAS REYNOLDSON KENNETH PATTERSON 1473 Ford Sleet Commercial Real Estate Investment Advisor Agent Redlands, GA 92373 909.478.4517 909.793.2100 dreynoldsonMmcommercial.com kenpcommercial@gmail.com BRE #01456022 We obtained the htom nation above from acumen we belWe to be reMA*, wa My not ve flsd ha xwrecy end make no giarmdee, warranty or mprma Lom about It tt Is mftrdted mA*�ct to the poasbW of mors, artlse ", ohwW of pfloe, rental or other oonWIons, prbr sale. lease w frwvN, or w(ftfswa! wihaA nob= We MLda PmAoflans. oo dol , aaunwitons orewmates torexam* ordy. end they may not mvewt aurarx a fuWre pwbrnance of the property. You endyaa tax &W bo eddors etawld corAct yow own kwa lar oftha pmpeny and trermedlon. vyww.kvvcommerclal,com LEADING BROKER'S RESUME 0 Cooley W,7�ap7Bernardino, CA 92408 COMMERCIAL Resume for Kenneth Patterson: 1975 to late 1979 Mess Management Specialist for USN (primary jobs: Staff Cook, Mess Manager, maintained food supplies and Buyers agent for ships food) I was E4 at time of discharge. Licensed as a California Real Estate Agent in 1979 Licensed as a California Real Estate Broker in 1989 Licensed as a Security Dealer with the National Association of Security Dealers (FINRA) in 1995. (Series 7 and 63 license, State of California Fixed and Variable life license) 1993-1995 Manager of Neighborhood Mortgage Corp. in Costa Mesa, Ca. (4 offices in Southern Ca.) We did over $80 million in Originating Residential and Commercial loans yearly. 1995 through 1997 Independent Security Dealer with American Express Financial Advisor. Since 1998 through 20111 managed Investment Retirement accounts for clients as an Independent Security Dealer and Small Group Health Benefits; through Lighthouse Capital Corporation out of Monterey, CA. From 1979 through 1999 I primarily sold and developed land to and for developers as an independent agent/broker. From 2000 to 2005 I incorporated residential sales into my sales activities because of demand by builders/developers I worked with. At which time I became an associate broker with Coldwell Banker Kivett-Teeters, I averaged 70 closed transactions per -year, until the recent down turn in the market. Mid -year 2005 to August 2012; Coldwell Banker Commercial Kivett-Teeters became the newest Commercial franchise. I deal in Commercial Sales, Building Leases, Ground Leases, land Sales and development. 2003-2007 I have been awarded the International Presidents Circle from Coldwell Banker International, which places me in the top 5% of Sales Associates Internationally. KW COMMERCIAL DOUGLAS REYNOLDSON KENNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldsonfkwcommercial.com kenpcommerclal@gmail.com BRE #01456022 We obtelned the iMon. W above from wirm we bet" to he rella61e. Howeve, we Nava not vartfied Its auxuracy and make no guarantee, warrerty or represehfetlon about n. It is submmed subjeot to the possib ty of errors, cro signs, change or prim rantat or onar conditions, pr1orwr sale, lease or financing, or withdrawal without nonce. We noude projections opinions. asswnpltons or saftates for ownple only, and they may rat represent anent or future pefonrer nce of the property. You end Your tett and lapel advisors should conZ your own in aatiggalkn or the property end tthrrsecfion. www.kwwmmercial.com LEADING BROKER'S RESUME 0 Cooley Ave., San Bernardino, CA 92408 August 2012 to Current I moved to Keller Williams Commercial as an Associate Broker in Redlands Ca. Doing the same business practices in the commercial arena, plus I now work with Asset Managers for Defaulted Notes and Real Estate, Probate and Bankruptcy Trustees. I'm also currently an Independent Financial Advisor for Colorado Financial Services. Kenneth Patterson KW Commercial 1473 Ford St Ste #200 Redlands, Ca. 92373 951-318-8516 cell 909-793-8200 Fax ken pcommerciah'4-gmail.com Ca Lic#00774852 KW COMMERCIAL DOUGLAS REYNOLDS( NNETH PATTERSON 1473 Ford Street Commercial Real Estate Investment Advisor Agent Redlands, CA 92373 909.478.4517 909.793.2100 dreynoldson@kwcommercial.com kenpcommercial@gmail.com BRE #01456022 We obtaYred the Vdam-Alon above from sources we believe to be reliable. However, m have no: vedfmd Ga emrmcy and nralm no gmrenfeee, warranty or representation about IL it Is suh mined auYed to tie Posaibl@y of errors, amisahns, charge at Prim rerdal or other eonddione, prior ade, lease or firmrmhq, or withdrawal vW hout rmtba. Ove hduye projectiore, opt io m, assumptions or estinatea for exmnpb onbG and they may not represerd award OF future Perfcrr wm of the properly. You and your Wand lapel ad*cm should conduct your awn hvastipation of the properly mrd trarieadlon. wJw.kW, PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Successor Agency to the Redevelopment Agency of the City of San Bernardino BUYER: HIP SoCal Properties LLC, a California limited liability company DATED: March 21, 2018 (E. Cooley Avenue, APNs 0281-031-51 and 0281-041-41) BASIC TERMS Buyer: HIP SoCal Properties LLC, a California limited liability company Buyer's Address: HIP SoCal Properties LLC, a California limited liability company Attention: Timothy J. Howard 1944 N. Tustin Street, Ste. 122 Orange, CA 92865 Tel. (714) 602-7345 Email: Thoward(a,,hipre.net City: The City of San Bernardino Closing Contingency Date: June 29, 2018 Closing Date (or Closing) Estimated to occur by April 15, 2018, but not later than the Outside Date Deed: A grant deed in the form of Exhibit B hereto Effective Date: March 7, 2018 Escrow Holder: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services (direct: (213) 330-3059; email: Cle yas6 ltic.com (or another escrow holder mutually acceptable to Buyer and Seller) Independent Consideration Amount: Two Hundred Dollars ($200.00) Outside Date: July 24, 2018; provided that such date maybe extended by mutual writing agreement by Seller and Buyer Purchase Price: Six Hundred Twenty -Five Thousand Dollars ($625,000.00) Real Property: That property described in Exhibit A hereto; the subject property is sometimes referred to as APNs 0281-031-51 and 0081-041-41 Seller: Successor Agency to the Redevelopment Agency of the City of San Bernardino Seller's Address: 290 N. "D" Street — Third Floor San Bernardino, California 92418 Attention: Andrea M. Miller, City Manager Tel. (909) 384-5122 Fax: (909) 384-5138 Email: Miller_An@sbcity.org Soil and Title Contingency Date: May 29, 2018 Title Company: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services (direct: (213) 330-3059; email: Cle�na,cltic.com (or another title company 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 March 7, 2018 (the "Effective Date") by and between Seller and Buyer. RECITALS A. Seller is the fee owner of the Real Property. The Real Property is improved with a parking lot, lighting, and minimal landscaping. 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 agreed to pay to Seller the Independent Consideration Amount; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this Agreement. The 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. 2. Payment of Consideration. As consideration for the sale of the Real Property from Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the 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. 3. Escrow and Independent Consideration. (a) Opening of Escrow. For the purposes of this Agreement, the escrow ("Escrow") shall be deemed opened ("Opening of Escrow") on the date that 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. 4. Seller's Delivery of Real Property and Formation Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the "Property Documents"): (a) Such proof of 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 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. 5. Buyer's Richt of Entrv. 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 4 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 Prol2erty. 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 provide a copy to the Seller of all reports and test results provided by Buyer's Environmental Consultant promptly after receipt by the Buyer of any such reports and test results without any representation or warranty as to their accuracy or completeness. Buyer shall bear all costs, if any, associated with restoring the Real Property to substantially the same condition prior to its testing by or on behalf of Buyer if requested to so do by Seller but excluding any latent defects or Hazardous Materials (as defined below) discovered by Buyer during 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 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 Property. 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 Closinag. 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. Buyer's Conditions Precedent and Termination Right. (a) Conditions Precedent. The Closing and Buyer's obligation to consummate the purchase of the Real Property under this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, "Buyer's Contingencies"), which are for Buyer's benefit only. (i) Title Review. Within twenty (20) calendar days after the Opening of Escrow, 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 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 D specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a Standard Buyer's Title Policy (such as an owner's extended coverage ALTA policy); provided, however, that Buyer's ability to obtain such extended coverage shall not be a Buyer's Contingency and Buyer's obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage. In the event Buyer enters into a loan agreement to generate moneys to purchase the Real Property from Seller under this Agreement, Buyer and not Seller shall be responsible for the title insurance, closing costs and any other costs, fees or expenses in relation to Buyer obtaining such loaned moneys. The sale shall be all cash to Seller. (iii) Physical and Legal�Inspections and Studies. On or before 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 Seller shall bear the cost to prepare such Natural Hazard Report. (v) Property and Formation Documents. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer's reasonable discretion, the terms, conditions and status of all of the Property Documents. (vi) Delivery of Documents. Seller's delivery of all documents described in Section 8, below. (vii) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the date made and as of the Closing. (viii) Title Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer's Title Policy consistent with the provisions of this Agreement. (ix) 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. VA (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 are not met by the Closing Contingency Date, and Seller so informs Buyer, Buyer may, by written notice to Seller, terminate this Agreement. 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, 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 not 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 Right. 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 finther recourse against Seller for such disapproved Title Exception(s). 7. Seller's Conditions Precedent and Termination Rip -ht. 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: 0 (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 Buyer's Title Policy. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has approved a 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. S. 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. 0 (iv) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. (v) Authority. Such evidence of Seller's authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company which are consistent with the terms of this Agreement. (vi) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company which are consistent with the terms of this Agreement. (b) Failure to Deliver. Should any of Seller's Delivered Items not be timely delivered to Escrow, Buyer may, by written notice to Seller, terminate this Agreement; provided, however, that Buyer may (but shall not be obligated to) in such notice provide Seller with five (5) business days to deliver all of Seller's Delivered Items. If Buyer's notice provides Seller such five (5) business days to deliver Seller's Delivered Items, and if Seller's Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer. Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller. 9. Buyer's Deliveries to Escrow. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate ("Buyer's Delivered Items"): (a) Purchase Price. The Purchase Price, 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 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. 10 (e) Moneys 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. 10. Costs and Expenses. (a) Seller's Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the removal of encumbrances; (ii) Seller's share of prorations; (iii) the premium for 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) The Seller's Real Estate Broker's Commission of Sixty -Two Thousand Five Hundred Dollars ($62,500.00) which the parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller's Real Estate Broker's Commission for sale of the Property in accordance with Seller's listing agreement with Seller's Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker; (vii) one half of the escrow charges; and (viii) costs, if any, allocable to Seller under this Agreement and costs for such services as Seller may additionally request that Escrow perform on its behalf (which foregoing items collectively constitute "Seller's Costs and Debited Amounts"). (b) Buyer's Costs. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) 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, other than broker's commission, in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. The parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller's Real Estate Broker's Commission for sale of the Property in accordance with Seller's listing agreement with Seller's Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. 11. Prorations:_Withholding. (a) All revenues (if any) and expenses relating to the Real Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer's approval (the "Proration and Expense Schedule"). If any prorations made under this Section shall require final adjustment after the Closing, then the parties shall make the appropriate adjustments promptly when accurate 11 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 20th day of the month following the month title to the Real Property is transferred to Buyer (as evidenced by the recording of the Grant Deed), Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 593), to the California Franchise Tax Board. 12. Closing Procedure. When the Title Company is unconditionally prepared (subject to 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 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. 12 (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) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party. (g) Informational Reports. Escrow Holder shall file any information reports required by Internal Revenue Code Section 6045(e), as amended. (h) Possession. Possession of the Real Property shall be delivered to Buyer at the Closing. 13. Representations and Warranties. (a) Seller's Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer's obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing; 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, DOF. (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) 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 13 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. (xii) No person, excepting Seller, has possession or any rights to possession of the Real Property or portion thereof. (b) Subsequent Changes to Seller's Representations and Warranties. If, prior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the "Seller Representation Matter"), then the party who has learned, discovered or become aware of such Representation Matter shall promptly give 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 14 qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such Seller Representation Matter. (c) Bu. er's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder), and all of which shall survive Closing: (i) Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer's properties are bound. (d) Subsequent Changes to Buyer's Representations and Warranties. If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the "Buyer's Representation Matter"), then the party who has learned, discovered or become aware of such Buyer's Representation Matter shall promptly give written notice thereof to the other party and Buyer's representations and warranties shall be automatically limited to account for the Buyer's Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change. If Seller does not elect to terminate this Agreement, Buyer's representation shall be qualified by such Buyer's Representation Matter and Buyer shall have no obligation to Seller for such Buyer's Representation Matter. 14. 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 15 Municipal Code, and all nondiscrimination, labor standard, and wage rate requirements to the extent such labor and wage requirements are applicable. 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 14 shall survive Closing. 15. General Provisions. (a) Condemnation. If any material portion of the Real Property shall be taken or appropriated by a public or quasi -public authority exercising the power of eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Real Property and receive all of the award or payment made in connection with such taking. (b) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, "Notices") shall be in writing, shall be addressed to the receiving party as provided in 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 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 that it has engaged Keller Williams Realty as "Seller's Real Estate Broker" and that Seller shall be solely responsible for any commission, cost, fee or compensation of any kind due to Seller's Real Estate Broker. Seller represents to Buyer that Seller has not engaged any consultants, finders or real estate brokers other than Seller'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 due or owing to any person or entity in connection with this Agreement other than Seller's costs with respect to the Seller's Real Estate Broker Commission. 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. Buyer represents that it has engaged Lee and Associates Commercial Real Estate Services as "Buyer's Real Estate Broker" and other than the portion of the Seller's Real Estate Broker's Commission that is payable to the Buyer's Real Estate Broker per Section 10(a) of this Agreement, Buyer shall be solely responsible for any other cost, fee or compensation of any kind due to Buyer's Real Estate Broker, if any. 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 due or owing to any person or entity in connection with this Agreement. Buyer agrees to and does hereby indemnify and hold the Seller free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Buyer in connection with this Agreement. The Parties acknowledge and agree that Buyer has been represented in this transaction by Lee and Associates Commercial Real Estate Services as "Buyer's Real Estate Broker." At Close of Escrow, Seller shall pay Seller's Real Estate Broker's Commission for sale of the Property in accordance with Seller's listing agreement with Seller's Real Estate Broker. The broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. (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 fixture. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party's breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement. (e) Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof and, following Closing. (f) Remedies. Without limitation as to the availability of other remedies, this Agreement may be enforced by an action for specific enforcement. 17 (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, including, without limitation, that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated December 22, 2017, 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. (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. M (q) Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party. [signatures begin on the following page] 19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. "SELLER" CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public entity, corporate and politic I By: An ea M. Miller Executive Director Approved as to form: Gary D. Saenz, City Attorney By: "BUYER" HIP SOCAL PROPERTIES LLC, a California limited liability company By: Name: _ Its: Managing Member 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. "SELLER" SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public entity, corporate and politic LM Andrea M. Miller Executive Director Approved as to form: Gary D. Saenz, City Attorney "BUYER" HIP SOCAL PROPERTIES LLC, a California limited liability company A 4�/ By: J Name: ^ n, v Its: Managing ember 20 Acceptance by Escrow Holder: Commonwealth Land and Title Company hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic ("Seller"), and HIP SoCal Properties LLC, a California limited liability company ("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: , 2018 COMMONWEALTH LAND AND TITLE COMPANY By: Nai Its: EXHIBIT A LEGAL DESCRIPTION Address: Cooley Avenue APNs: 0281-031-51 0281-041-41 That certain parcel of land in the City of San Bernardino, County of San Bernardino, State of California, described as follows: Parcel No. 6 of Parcel Map No. 4781, in the City of San Bernardino, County of San Bernardino, State of California, as per plat recorded in Book 48 of Parcel Maps, Page 87, records of said County. A-1 IWq:11:3001.1 DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: HIP SoCal Properties LLC, a California limited liability company 1944 N. Tustin Street, Ste. 122 Orange, CA 92865 Attn: Tim Howard APNs: 0281-031-51 and 0281-041-41 [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 HIP So Cal Properties LLC, a California limited liability company ("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 , 2018. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO IM Andrea M. Miller Executive Director MR) ATTACHMENT NO. 1 TO GRANT DEED 1 -ex 1Um171-TW:14 71 Il (1)`►1 Address: Cooley Avenue APNs: 0281-031-51 0281-041-41 That certain parcel of land in the City of San Bernardino, County of San Bernardino, State of California, described as follows: Parcel No. 6 of Parcel Map No. 4781, in the City of San Bernardino, County of San Bernardino, State of California, as per plat recorded in Book 48 of Parcel Maps, Page 87, records of said County. 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 ) ss. COUNTY OF ) On , before me, (Print Name of Notary Public) personally appeared , 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 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents s) Other Than Named Above FIRPTA CERTIFICATE TRANSFEROR'S CERTIFICATE OF NON -FOREIGN STATUS To inform HIP SoCal Properties LLC, a California limited liability company (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