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HomeMy WebLinkAboutItem No. 09 - PSA with Edward C. Adams and Jeanne M. Adams - 552 and 578 Mt. Vernon and 1316 W. Spruce Street Staff Report City of San Bernardino Request for Council Action Date: June 3, 2020 To: Honorable Mayor and City Council Members From: Teri Ledoux, City Manager By:Michael Huntley, Community & Economic Development Director Subject: Resolution to Approve PSA with Edward C. Adams and Jeanne M. Adams with Respect to Real Property Recommendation Adopt Resolution No. 2020-109 of the Mayor and City Council of the City of San Bernardino, California, approving the Purchase and Sale Agreement and Joint Escrow Instructions between the City of San Bernardino and Edward C. Adams and Jeanne M. Adams with respect to the real property located at 552 and 578 N. Mt. Vernon Avenue and 1316 W. Spruce Street, San Bernardino, California (APNs 0138-114-09 to -11 and 0138-114-18), and authorizing the City Manager to execute the Agreement. Background Pursuant to Health and Safety Code Section Redevelopment Agency of the City of San Bernardino was dissolved and City Council of the City of San Bernardino elected to serve in the capacity of the Successor Agency to Long- the Successor Agency that pursuant to HSC § 34191.3, the approved LRPMP shall govern, and supersede all other provisions of the HSC relating to the disposition and use of all the real property assets of the former redevelopment agency. The approved LRPMP, which addresses the disposition and use of the real property assets then held by the Successor Agency, includes 230 parcels of land grouped into forty-six (46) separate sites, nineteen (19) of which are designated as government use sites, seven (7) of which are designated as future development sites and twenty (20) of which are designated to be sold. , the Successor Agency adopted Resolution Nos. 2016-164, authorizing the transfer of the Future Development Sites from the Successor Agency to the City and on August 1, 2016, the City adopted Resolution 2016-165, accepting the Future Development Sites from the Successor Agency, including the S provisions of the HSC, including entering into HSC § 34180 (f) (l) compensation agreements with the Taxing Entities, as defined by HSC § 34171(k). On August 16, Page 1 6748 2016, the Successor Agency transferred the Future Development Sites to the City via quitclaim. On March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which authorizes a competitive process that would result in listing 18 real property sites for sale with a real estate broker (two of which are owned by the City and designated for future development). On August 16, 2017, the Successor the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is City-owned); (ii) provides 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, provides a current status update on completed and pending real property transfers; and (iv) establishes 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. Consistent with the Amended Property Disposition Strategy, on October 18, 2017, the Successor Agency approved an agreement with Keller Williams Realty - and sell the City Strategy as LRPMP Site No. 24. The City is the owner of record as to that certain real property located at 552 and 578 N. Mt. Vernon Avenue and 1316 W. Spruce Street, San Bernardino, California (APNs 0138-114-09 to -11 and 0138-114- (i) identified as Site No. 24; (ii) described as four (4) vacant parcels of land approximately 0.56-acre in size; (iii) zoned Commercial General in the 1992-Paseo Las Placitas Specific Plan; (iv) designated for future development; and (v) more fully described in Exhibit "A" attached to the Resolution, which is an excerpt from the LRPMP. As a part of the KW Agreement, Keller Williams is required to prepare o practice, DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of the real property being sold is fair and reasonable. Discussion In response to the listing, Keller Williams received, thoroughly reviewed, and vetted one (1) offer to purchase the Property. On March 3, 2020, Mr. Edward C. Adams offered to the offer is attached credible buyer capable of purchasing the Property and has recommended that the City Williams submitted its Value, it may be concluded that the purchase price offered by Mr. Adams for the Property is fair and reasonable, as more fully described within the BOV, a copy of which Page 2 6748 y and Edward C. Adams and Jeanne M. Adams with Consistent with the provisions of the HSC and the LRPMP with respect to real property designated for future development, staff will prepare and circulate a Notice of Compensation confirming that the net land sale proceeds (i.e., the Purchase Price less the costs of sale attributable to the City that are described within the Purchase and Sale Agreement) shall be distributed to the affected taxing entities by the San Bernardino County Auditor-Controller in proportion to their respective shares of the general tax levy, a copy of which is attached to this Staff Report as Attach The Purchase and Sale Agreement is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. 2020-2025 Key Strategic Targets and Goals Approval of the Purchase and Sale Agreement Property aligns with Key Target No. 1: Financial Stability. The sale of this 0.56-acre commercial property will lead to the future development of a commercial establishment that will generate new sales tax revenue to the City. Fiscal Impact No General Fund revenue was used in the processing of this action since the property was a former Redevelopment Agency property asset and the costs were covered by the Recognized Obligation Payment Schedule. Conclusion It is recommended that the Mayor and City Council adopt Resolution No. 2020-109 approving the Purchase and Sale Agreement and Joint Escrow Instructions between the City of San Bernardino and Edward C. Adams and Jeanne M. Adams with respect to the real property located at 552 and 578 N. Mt. Vernon Avenue and 1316 W. Spruce Street, San Bernardino, California (APNs 0138-114-09 to -11 and 0138-114-18), and approving certain related actions. Attachments Attachment 1 Resolution 2020-109 Attachment 2 Excerpt from LRPMP Attachment 3 March 3, 2020 Offer from Edward C. Adams Attachment 4 Attachment 5 Purchase and Sale Agreement Attachment 6 Original Purchase and Sale Agreement Attachment 7 Notice of Compensation Page 3 6748 Ward: 1 Synopsis of Previous Council Actions: May 6, 2020 Mayor and the City Council considered an offer to purchase the property in closed session and directed staff to proceed with negotiations and sale. Page 4 RESOLUTION NO. 2020-109 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA AUTHORIZING THE CITY MANAGER TO EXECUTE THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE CITY OF SAN BERNARDINO AND EDWARD C. ADAMS AND JEANNE M. ADAMS WITH RESPECT TO THE REAL PROPERTY LOCATED AT 552 AND 578 N. MT VERNON AVENUE AND 1316 W. SPRUCE STREET, SAN BERNARDINO, CALIFORNIA (APNS 0138-114-09 TO -11, 0138-114-18), AND APPROVING CERTAIN RELATED ACTIONS WHEREAS, pursuant to Health and Safety Code (section 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 City Council of the City of San Bernardino elected to serve in the capacity of the Successor WHEREAS, the Oversight Board for the Successor Agency (the has been established pursuant to HSC section 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 California DOF WHEREAS, on December 31, 2015, LRPMP and notified the Successor Agency that pursuant to HSC section 34191.3, the approved LRPMP shall govern, and supersede all other provisions relating to the disposition and use of all the real property assets of the former redevelopment agency; and WHEREAS, the approved LRPMP, which addresses the disposition and use of the real property assets held by the Successor Agency, includes 230 parcels of land grouped into forty- six (46) separate sites, nineteen (19) of which are designated as government use sites, seven (7) of which are designated as future development sites and twenty (20) of which are designated to be sold; and WHEREAS, Successor Agency adopted Resolution Nos. 2016-164, authorizing the transfer of the Future Development Sites from the Successor Agency to the City; and WHEREAS, on August 1, 2016, the City adopted Resolution 2016-165, accepting the Future Development Sites from the Successor Agency, including the Successor Agency obligations to comply with the applicable provisions of the HSC, including entering into HSC Resolution No. 2020-109 section 34180 (f) (l) compensation agreements with the Taxing Entities, as defined by HSC Section 34171(k); and WHEREAS, on August 16, 2016, the Successor Agency transferred the Future Development Sites to the City via quitclaim; and WHEREAS, on March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorizes 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 and designated for future development); and WHEREAS, on August 16, 2017, the Successor Agency Board approved an mended Property Disposition Strategy, which: (i) reduces the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is City-owned); (ii) provides 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, provides a current status update on completed and pending real property transfers; and (iv) establishes 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, 2017, the Successor Agency approved an agreement with Keller Williams Realty Redlands (KW remaining site as identified in the Amended Property Disposition Strategy as LRPMP Site No. 24; and WHEREAS, the City is the owner of record as to that certain real property located at 552 and 578 N. Mt. Vernon Avenue and 1316 W. Spruce Street, San Bernardino, California (APNs 0138-114-09 to -11 and 0138-114-nd WHEREAS, within the LRPMP, the Property is: (i) identified as Site No. 24; (ii) described as four (4) vacant parcels of land approximately 0.56-acre in size; (iii) zoned Commercial General in the 1992-Paseo Las Placitas Specific Plan; (iv) designated for future development; and (v) more fully described in Exhibit "A" attached hereto, which is an excerpt from the LRPMP; and WHEREAS, as a part of the KW Agreement, Keller Williams is required to prepare of a (the property that is listed to be sold; and WHEREAS, based on past practice, DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of the real property being sold is fair and reasonable; and WHEREAS, in response to the listing, Keller Williams received, thoroughly reviewed and vetted one (1) offer to purchase the Property; and WHEREAS, on March 3, 2020, Mr. Edward C. Adams offered to purchase the Property for $103,500 ( (a copy of the offer is attached ); and 2 Resolution No. 2020-109 WHEREAS, Keller Williams has confirmed that Mr. Adams is a credible buyer capable of purchasing the Property and has recommended that the City consider M purchase offer; and WHEREAS, on March 13, 2020, Keller Williams submitted its BOV, indicating its opinion that the market value of the Property is $103,500 ( WHEREAS, in consideration that the Purchase Price equals the BOV Market Value, it may be concluded that the purchase price offered by Mr. Adams for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to this Resolution WHEREAS, this Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (Purchase and Sale between the City and Edward C. Adams and Jeanne M. Adams with respect to the Property, a copy of which is attached to this D, and authorize certain related actions; and WHEREAS, consistent with the provisions of the HSC and the LRPMP with respect to real property designated for future development, staff will prepare and circulate a notice of compensation confirming that the net land sale proceeds (i.e., the Purchase Price less the costs of sale attributable to the City that are described within the Purchase and Sale Agreement) shall be distributed to the affected taxing entities by the San Bernardino County Auditor-Controller in proportion to their respective shares of the general tax levy; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The above recitals are true and correct and are incorporated herein by this reference. SECTION 2. The Purchase Price for the Property is determined to be fair and reasonable. SECTION 3. The City Manager is hereby authorized to execute the Purchase and Sale Agreement between the City and Edward C. Adams and Jeanne M. Adams, for the purchase and sale of the Property in substantially the form D. SECTION 4. The City Manager, or designee, is authorized to take such other actions and to prepare or execute any other documents necessary to effectuate the sale and the intent of this Resolution, including the grant deed and a notice of compensation. SECTION 5. The City Council determines this Resolution is not subject to environmental review under the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines (Cal. Code Regs., § 15000 et seq.) section 15060 (c) (3). Pursuant to State CEQA Guidelines section 15060 (c) (3), approval of this Resolution does not constitute a 3 Resolution No. 2020-109 project under CEQA as it has no potential to result in a direct or reasonably foreseeable indirect physical change in the environment. SECTION 6. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable. SECTION 7. Effective Date. This Resolution shall become effective immediately. APPROVED and ADOPTED by the City Council and signed by the Mayor and attested rd by the Acting City Clerk this 3 day of June 2020. John Valdivia, Mayor City of San Bernardino Attest: Genoveva Rocha, CMC, Acting City Clerk Approved as to form: Sonia Carvalho, City Attorney 4 Resolution No. 2020-109 CERTIFICATION STATE OF CALIFORNIA) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO) I, Genoveva Rocha, CMC, Acting City Clerk, hereby certify that the attached is a true rd copy of Resolution No. 2020- , adopted at a regular meeting held on the 3 day of June 2020 by the following vote: Council Members: AYES NAYS ABSTAIN ABSENT SANCHEZ _____ _____ _______ _______ IBARRA _____ _____ _______ _______ FIGUEROA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ NICKEL _____ _____ _______ _______ RICHARD _____ _____ _______ _______ MULVIHILL _____ _____ _______ _______ rd WITNESS my hand and official seal of the City of San Bernardino this 3 day of June 2020. Genoveva Rocha, CMC, Acting City Clerk 5 Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 24: Vacant N. Mt. Vernon Avenue & Vacant W. Spruce Street Commercial Property Address:552 N. Mt. Vernon Avenue 1316 W. Spruce Street 578 N. Mt. Vernon Avenue APNs:0138-114-09 0138-114-11 0138-114-18 0138-114-10 th W.6Street N. Mt. Vernon Avenue Avenue Herrington N. W.SpruceStreet 117 IV. Property to be Transferred for Future Development Site 24 – Vacant N. Mt. Vernon Avenue & Vacant W. Spruce Street Commercial Property Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 24: Vacant N. Mt. Vernon Avenue & Vacant W. Spruce Street Commercial Property A.Permissible Use (HSC § 34191.5 (c) (2)): Site No. 24 is the Vacant N. Mt. Vernon Avenue & W. Spruce Street Commercial Property (the “Vacant Commercial Property”) and is proposed to be transferred to the City of San Bernardino for future development pursuant to HSC § 34191.5 (c) (2). B.Acquisition of Property (HSC § 34191.5 (c) (1) (A) and § 34191.5 (c) (1) (B)): Property records indicate that the Vacant Commercial Property was acquired by the Agency in several separate transactions and carries a partial Book Value of $214,722. Agency staff continues to research the Acquisition Price for APN 0138-114-11. The following table details the property records: Acquisition Details of the Vacant Commercial Property APNAcquisition Date Book Value 0138-114-09 August 2004 $60,822 0138-114-10 June 2005 $47,000 0138-114-11 October 2005 $0.00 0138-114-18 March 1993 $106,900 The Vacant Commercial Property was acquired by the Agency in order to meet the revitalization goals of the City and the Agency to alleviate the existence and spread of physical and economic blight by assembling land and preparing property for future development. The estimated current value (the “ECV”) of the Vacant Commercial Property is approximately $193,000. C.Site Information (HSC § 34191.5 (c) (1) (C)): The Vacant Commercial Property consists of four (4) parcels (APNs 0138-114-09, -10, -11, -18) totaling 0.56 acres located at 552 and 578 N. Mt. Vernon and 1316 W. Spruce Street. The Vacant Commercial Property is zoned Commercial General (CG-3) in the 1992-Paseo Las Placitas Specific Plan (the “1992-SP”). The purpose of the CG-3 zone is to allow for local and regional serving retail, personal service, entertainment, office, and related commercial uses. D.Estimated Current Value (HSC § 34191.5 (c) (1) (D)): To determine an ECV for the Vacant Commercial Property, in January 2015, the Agency conducted a comparable sales analysis through the National Data Collective. The ECV was determined to be approximately $193,000 . Local factors were not taken into consideration in determining the ECV of this site. Therefore, the actual value of the property may vary significantly from the ECV. The ECV is only a rough estimate planning number and should not be relied upon as a basis for actual value. The real value of the property cannot be determined without an appraisal. E.Site Revenues (HSC § 34191.5 (c) (1) (E)): There are no site revenues generated from the Vacant Commercial Property. 118 IV. Property to be Transferred for Future Development Site 24 – Vacant N. Mt. Vernon Avenue & Vacant W. Spruce Street Commercial Property Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 24: Vacant N. Mt. Vernon Avenue & Vacant W. Spruce Street Commercial Property F.History of Environmental Contamination (HSC § 34191.5 (c) (1) (F)): 32 There is no known history of environmental contamination. G.Potential for Transit Oriented Development (TOD) and the Advancement of Planning Objectives of the Successor Agency (HSC § 34191.5 (c) (1) (G)): There is no potential for a TOD in conjunction with Vacant Commercial Property. Mount Vernon Avenue is a major north-south roadway located in the western portion of the City. Mount Vernon Avenue connects to the 30 and 215 freeways on the northern end, and Interstate 10 to the south. Historic Route 66 runs north along a portion of Mount Vernon Avenue from Foothill th Boulevard/5 Street north to Cajon Boulevard, where it continues north through the Cajon Pass. The transfer of the Commercial Property for future development to the City of San Bernardino advances the planning objectives of the Successor Agency in accordance with the City’s General Plan, Paseo Las Placitas Specific Plan and EIR, and the Agency’s Five-Year Implementation Plan 2009/2010 through 2013/2014: 1.Mt. Vernon/Spruce Street Retail Center: Enter into an agreement with a developer for the sale of four (4) Agency parcels for the development of new retail space; 2.Enter into a study agreement with a developer to study the feasibility of various types of development that would be of benefit to the surrounding neighborhood; 3.Maintain and enhance commercial uses along main thoroughfares such as Mt. Vernon Avenue; 4.Protect large parcels that front onto freeways and commercial corridors from subdivision into smaller parcels; 5.Establish and maintain an ongoing liaison with Caltrans; 6.Capture appropriate demand that meets the community’s needs and takes full advantage of emerging development and economic opportunities; 7.Provide opportunities for private investment in the City; 8.Provide opportunities for retail and other non-residential commercial and office uses; 9.Encourage pedestrian friendly uses; 10.Achieve greater private sector profit, public benefit, and sustainability; 11.Focus on creating distinct, discernible “places” of varied sizes, functions, and complexity; 32 http://geotracker.waterboards.ca.gov/map/?CMD=runreport&myaddress=578+N.+Mt.+Vernon+Ave%2C+san+bernardino 119 IV. Property to be Transferred for Future Development Site 24 – Vacant N. Mt. Vernon Avenue & Vacant W. Spruce Street Commercial Property Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 24: Vacant N. Mt. Vernon Avenue & Vacant W. Spruce Street Commercial Property 12.Enhance the quality of life and economic vitality in San Bernardino by strategic infill of new development and revitalization of existing development; 13.Promote development that integrates with and minimizes impacts on surrounding land uses; 14.Maximize opportunities that generate taxable sales in targeted growth areas; and 15.Develop combined urban street retail that will leverage and complement the existing retail uses. H.History of Previous Development Proposals and Activity (HSC § 34191.5 (c) (1) (H)): There is no history of previous development proposals or activities in conjunction with the Vacant Commercial Property. I.Disposition of Property: The City’s policies and procedures for property disposition, located in Exhibit “A” Section II, will guide the disposition of the Property. The ECV of the Vacant Commercial Property is approximately $193,000. The following process was used in determining the ECV of the Vacant Commercial Property: Date of estimated current value – January 2015 Value Basis – The ECV was determined by a comparable sales analysis using the National Data Collective subscription service. The ECV is approximately $193,000. 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. J.Implementation of the Long-Range Property Management Plan: The Vacant Commercial Property will be transferred to the City of San Bernardino for future development subsequent to securing an HSC § 34180 (f) (1) compensation agreement (the “Compensation Agreement”) with the affected taxing entities, or as may otherwise may be provided by the HSC. 120 IV. Property to be Transferred for Future Development Site 24 – Vacant N. Mt. Vernon Avenue & Vacant W. Spruce Street Commercial Property March 13, 2020 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: City of San Bernardino BUYER: Edward C. Adams and Jeanne M. Adams DATED: June 3, 2020 (552 and 578 N. Mt. Vernon Avenue and 1316 W. Spruce Street APNs 0138-114-09 to -11 and 0138-114-18) BASIC TERMS Buyer: Edward C. Adams and Jeanne M. Adams Address: 3242 Miramonte Dr. San Bernardino CA 92405 Tel: (909) 374-2547 Email: carson7252@aol.com City: The City of San Bernardino Closing Contingency Date: August 3, 2020 Closing Date (or Closing) Estimated to occur by June 19, 2020, but not later than the Outside Date Deed: A grant deed in the form of Exhibit B hereto Effective Date: June 3, 2020 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: Cleyvas@cltic.com (or another escrow holder mutually acceptable to Buyer and Seller) Independent Consideration Amount: Two Hundred Dollars ($200) Outside Date: August 28, 2020; provided that such date may be extended by mutual writing agreement by Seller and Buyer Purchase Price: One Hundred Three Thousand Five Hundred Dollars ($103,500) Real Property: That property described in Exhibit A hereto; the subject property is sometimes referred to as APNs 0138-114-09 to -11 and 0138-114-18 Seller: City of San Bernardino 290 Third Floor San Bernardino, California 92418 Attention: Teri Ledoux, City Manager Tel. (909) 384-5122 Fax: (909) 384-5138 Email: Ledoux_Te@sbcity.org Soil and Title Contingency Date:July 4, 2020 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: Cleyvas@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 of June 3, 2020 ( by and between Seller and Buyer. RECITALS A. Seller is the fee owner of the Real Property. The Real Property is approximately 0.56 acres of vacant land. 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 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 Sellshare 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 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 3 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 Opening of Escrow, 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 Seller 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-. If the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the Independent Consideration Amount. (c) Closing 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. . Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the (a) and to consummate this transaction as may be reasonably requested by Buyer and the Title Company consistent with the terms of this Agreement. In addition, Seller shall cause Escrow Holder to obtain and deliver to Buyer a Natural Hazard Soil and Title Contingency Date. 5. . From and after the Opening of Escrow through the earlier to occur of the termination of this Agreement or the Soil and Title Contingency Date, or as otherwise agreed in writing by Seller prior to entry is effected, Buyer and B 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. 4 (a) Investigation of the Real Property. In addition to the foregoing, the Buyer shall have the right, at its sole cost and expense, prior to the Soil and Title Contingency Date, to investigations as Buyer deems necessary or appropr 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 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, 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. 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 stricted California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) 5316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response 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 Administrative Code, Div to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. 5 (b) No Warranties as to the Real Property. The physical condition and possession warranty expressed or implied by Seller, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Real Property for development purposes. In addition, Seller makes no representations, warranties or assurances concerning the Real Property, its suitability for any particular use or with regard to the approval process for entitlements as to the Real Property. (c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under the Real Property. Such precautions shall include compliance with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the state, the County, the City, or any other political subdivision in which the Real Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Real 6. . (a) Conditions Precedent the purchase of the Real Property under this Agreement are subject to the timely satisfaction or written waiver of the following con (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 provided that the cost of the Report shall be borne by Seller. Seller acknowledges that the shall include an endorsement necessary to induce the Title Company to provide such endorsement. On or before the Soil and Title the Report; (ii) the Exceptions; (iii) the legal description of the Real Property and (iv) any survey Buyer desires to obtain 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) . On or before the Closing, the Title Company standard ALTA insuring only as to matters of record title Standard hase Price showing fee title to the Real Property vested solely in Buyer and subject only to the (i) Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a Stand coverage ALTA policy) 6 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 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 conditions and status of all of the Property Documents. (vi) Delivery of Documents 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 Agreement. (ix) No Default. As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement. (b) Termination Right. Each of (i), (ii) and (iii) shall operate independently and each shall entitle Seller to terminate this Agreement, as follows: (i) If the Independent Consideration Amount is not paid by Buyer to Seller by the time set forth therefor in Section 3(b)(i) of this Agreement, then this Agreement shall terminate upon Seller giving notice thereof to Buyer; 7 (ii) If 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 toone 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 p.m. on the Monday preceding the scheduled 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 DeadlineContingencies 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) right, but not the obligation, to (i) remove from title any disapproved or conditionally approved approval of the Title Documents) within five (5) business da 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, committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such five (5) business day period, Buyer shall have three (3) business days after the expiration of such five (5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of the Real Property subject to the disapproved Title Document(s), it being understood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s). 7. t and Termination Right obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or writte (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 8 the condition of the Real Property, including without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition of the Real Property. (c). 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) Delivery of Documents Section 9(a), below. 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. 8. . (a) . 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, (i) Deed. The Deed. (ii) FIRPTA/Tax Exemption Forms Non-Foreign Status in the form attached hereto as Exhibit with any necessary tax withholding forms, and a duly executed California Form 593-C, as applicable (iii) Hazard Disclosure Report. Unless earlier delivered to Buyer, Seller provided for under Sections 1102 and 1103 of the Californi before the Closing. (iv) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. (v) Authority. 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. 9 (b) Failure to Deliver 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) (5) business days 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. . 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 (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 ing 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 escrow in accordance with the terms of this Agreement. (d) Authorityauthority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company. (e) . Buyer shall deposit any moneys due and payy. (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) . 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) prorations; (iii) the premium for a 10 recording fees, if any; (v) documentary transfer tax, if any; (vi) Commission of Ten Thousand Three Hundred Fifty Dollars ($10,350) which the parties acknowledge and agree tate Brokerand 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 (b) . If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) (ii) (iii) the premium for title insurance other than or in excess of a the cost for any survey 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 (c) Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate brokers in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. The 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 the Closing, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled thereto. (b) In the event Seller does not qualify for an exemption from California withholding tax under Section 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 th delivered by Title Company to Seller, and (iv) on or before the 20 day of the month following the 11 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 Form593 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 issu 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 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 ker shall deliver a written statement to escrow and that payment of such remuneration is a matter with respect to which Escrow Holder and Seller need not be concerned). (c) Documents to Seller. Escrow Holder shall deliver to Seller a conformed copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among the official land records of the County of San Bernardino, and a copy of each other document (or copies thereof) deposited into Escrow by Buyer pursuant hereto. (d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded among the official land records of the County of San Bernardino, the Natural Hazard Report, and each other document (or copies thereof) deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e) Title Company. Escrow Holder shall cause the Title Company to issue the 12 (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 Section6045(e), as amended. (h) Possession. Possession of the Real Property shall be delivered to Buyer at the Closing. 13. Representations and Warranties. (a) . 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 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 City Manager: (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. (ii) 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) 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) Neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affect the Real Property, including, but not limited to, any of the Title Documents or the Property Documents. (v) 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. 13 (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 n presently claimed, or which will be claimed, against the Real Property for work performed or (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) . 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 learned, discovered or become aware of such Representation Matter shall promptly give written notice 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 terminat qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such Seller Representation Matter. (c) . 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 Closing: 14 (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 (d) s. 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, th automatic 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, 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 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, reg, if applicable, and, if e 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 15 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, 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 l 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. 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 shall have no responsibility in connection with such matters). Seller represents that it has engaged and that Seller shall be solely responsible for Seller represents to Buyer that Seller has not engaged any consultants, finders or real estate brokers other than Se any person or entity in connection with this Agreement other than 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 have retained in connection with the purchase of the Real Property. Buyer represents that it has engaged Charles Obichang Real Estate Agreement, Buyer shall be solely responsible for any other cost, fee or compensation of any kind due 16 , if any. Buyer represents to Seller that Buyer has not engaged any consult 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 Charles Obichang At Close 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 by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other p 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. (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 17 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. (j) Obligations to Third Parties. 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. (l) 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 March 3, 2020, 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. (q) Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party. \[signatures begin on the following page\] 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF SAN BERNARDINO, a public entity, corporate and politic By: Teri Ledoux City Manager Approved as to form: Gary D. Saenz, City Attorney By: EDWARD C. ADAMS AND JEANNE M. ADAMS By: Name: Edward C. Adams By: Name: Jeanne M. Adams 19 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 City of San Bernardino, a public entity, corporate and politicand Edward C. Adams and Jeanne M. Adams and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: _____________, 2020 COMMONWEALTH LAND AND TITLE COMPANY By: Name: Its: EXHIBIT A LEGAL DESCRIPTION Address: 552 and 578 N. Mt. Vernon and 1316 W. Spruce Street, San Bernardino, CA APN: 0138-114-09 to -11 and 0138-114-11 A-1 EXHIBIT B DEED NOT FOR SIGNATURE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: APNs: 0138-114-09 to -11 0138-114-11 \[Space above for recorder.\] 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 City of San Bernardino, a public entity, corporate and politic Edward C. Adams and Jeanne M. Adams, husband and wife, as joint tenants , that certain real property located in the City of San Bernardino, County of San Bernardino, State of California, more particularly described on Attachment No. 1 subject to existing easements, restrictions and covenants of record. IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of __________, 2020. CITY OF SAN BERNARDINO, a public entity, corporate and politic By: NOT FOR SIGNATURE Teri Ledoux City Manager B-2 ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION Address: 552 and 578 N. Mt. Vernon and 1316 W. Spruce Street, San Bernardino, CA APN: 0138-114-09 to -11 and 0138-114-11 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 SAN BERNARDINO ) On _____________________________ , before me, _______________________________ , Notary Public, (Print Name of Notary Public) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 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 DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer __________________________________________ Title Or Type Of Document __________________________________________ Title(s) Partner(s) Limited General Attorney-In-Fact __________________________________________ Trustee(s) Number Of Pages Guardian/Conservator Other: ________________________________ __________________________________________ Signer is representing: Date Of Documents Name Of Person(s) Or Entity(ies) __________________________________________ __________________________________________ __________________________________________ Signer(s) Other Than Named Above EXHIBIT C FIRPTA CERTIFICATE -FOREIGN STATUS To inform Edward C. Adams and Jeanne M. Adams (the under Section 1445 of the Internal Revenue Code of upon the transfer of certain real property to the Transferee by the City of San Bernardino (the 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. follows: _________________. 3. ome or office address is: City of San Bernardino 3rd Floor San Bernardino, CA 92401 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. City of San Bernardino C-1 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: City of San Bernardino BUYER: Edward C. Adams and Jeanne M. Adams DATED: June 3, 2020 (552 and 578 N. Mt. Vernon Avenue and 1316 W. Spruce Street APNs 0138-114-09 to -11 and 0138-114-18) BASIC TERMS Buyer: Edward C. Adams and Jeanne M. Adams Address: 3242 Miramonte Dr. San Bernardino CA 92405 Tel: (909) 374-2547 Email: carson7252@aol.com City: The City of San Bernardino Closing Contingency Date: August 3, 2020 Closing Date (or Closing) Estimated to occur by June 19, 2020, but not later than the Outside Date Deed: A grant deed in the form of Exhibit B hereto Effective Date: June 3, 2020 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: Cleyvas@cltic.com (or another escrow holder mutually acceptable to Buyer and Seller) Independent Consideration Amount: Two Hundred Dollars ($200) Outside Date: August 28, 2020; provided that such date may be extended by mutual writing agreement by Seller and Buyer Purchase Price: One Hundred Three Thousand Five Hundred Dollars ($103,500) Real Property: That property described in Exhibit A hereto; the subject property is sometimes referred to as APNs 0138-114-09 to -11 and 0138-114-18 Seller: City of San Bernardino Address: 290 Third Floor San Bernardino, California 92418 Attention: Teri Ledoux, City Manager Tel. (909) 384-5122 Fax: (909) 384-5138 Email: Ledoux_Te@sbcity.org Soil and Title Contingency Date: July 4, 2020 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: Cleyvas@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 of June 3, 2020 ( by and between Seller and Buyer. RECITALS A. Seller is the fee owner of the Real Property. The Real Property is approximately 0.56 acres of vacant land. 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 costs of sale including, but not limited to, the preparation of legal documents 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 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 3 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 Opening of Escrow, 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 and Seller 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- hereunder. If the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the Independent Consideration Amount. (c) Closing 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. . Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the (a) Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company consistent with the terms of this Agreement. 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 Soil and Title Contingency Date. 5. . From and after the Opening of Escrow through the earlier to occur of the termination of this Agreement or the Soil and Title Contingency Date, or as otherwise agreed in writing by Seller prior to entry is effected, Buyer and B 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. 4 (a) Investigation of the Real Property. In addition to the foregoing, the Buyer shall have the right, at its sole cost and expense, prior to the Soil and Title Contingency Date, to investigations as Buyer deems necessary or appropr 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 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, contractors 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. 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 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste ection 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) ode, Division 4, Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as Compensation, and Liability Act, 42 U.S.C. §9601 et seq. 5 (b) No Warranties as to the Real Property. The physical condition and condition, with no warranty expressed or implied by Seller, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Real Property for development purposes. In addition, Seller makes no representations, warranties or assurances concerning the Real Property, its suitability for any particular use or with regard to the approval process for entitlements as to the Real Property. (c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under the Real Property. Such precautions shall include compliance with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the state, the County, the City, or any other political subdivision in which the Real Property is located, and of any other political subdivision, agency, or instrumentality exercising Materials. 6. . (a) Conditions Precedent the purchase of the Real Property under this Agreement are subject to the timely satisfaction or written waiver of the following con (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 provided that the cost of the Report shall be borne by Seller. Seller acknowledges that the shall include an endorsement necessary to induce the Title Company to provide such endorsement. On or before the Soil and Title the Report; (ii) the Exceptions; (iii) the legal description of the Real Property and (iv) any survey Buyer desires 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) . On or before the Closing, the Title Company standard ALTA insuring only as to matters of record title Standard hase Price showing fee title to the Real Property vested solely in Buyer and subject only to the (i) the standard, preprinted exceptions to liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters specifically approved in writing by Buyer. Buyer shall have the right, at its 6 sole cost and expense, to obtain coverage beyond that offered by a Stand 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 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 terms, conditions and status of all of the Property Documents. (vi) Delivery of Documents 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 Agreement. (ix) No Default. As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement. (b) Termination Right. Each of (i), (ii) and (iii) shall operate independently and each shall entitle Seller to terminate this Agreement, as follows: 7 (i) If the Independent Consideration Amount is not paid by Buyer to Seller 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 s 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 p.m. on the Monday preceding the 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 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) tle Documents. Seller shall then have the right, but not the obligation, to (i) remove from title any disapproved or conditionally conditional approval of 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 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 n Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such five (5) business day period, Buyer shall have three (3) business days after the expiration of such five (5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of the Real Property subject to the disapproved Title Document(s), it being understood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s). 7. t and Termination Right obligations with respect to the transaction contemplated by this Agreement are subject to the timely 8 (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) licy. 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) Delivery of Documents Section 9(a), below. 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. 8. . (a) . 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, (i) Deed. The Deed. (ii) FIRPTA/Tax Exemption Forms Non-Foreign Status in the form attached hereto as Exhibit er with any necessary tax withholding forms, and a duly executed California Form 593-C, as (iii) Hazard Disclosure Report. Unless earlier delivered to Buyer, Seller shall cause Escrow Holder to obtain and del as provided for under Sections before the Closing. (iv) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. 9 (v) Authority. 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 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) bus 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. . 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 (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 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 escrow in accordance with the terms of this Agreement. (d) Authority this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company. (e) . Buyer shall deposit any moneys sale of the Real Property. 10 (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) . 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) (iii) the premium for le Policy with coverage in the amount of the Purchase Price; (iv) documentary recording fees, if any; (v) documentary transfer tax, if any; (vi) Ten Thousand Three Hundred Fifty Dollars ($10,350) which the parties acknowledge and agree 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 (b) . If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) (ii) (iii) the premium for title insurance other than or in excess of a the cost for any survey required in connection wi 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 (c) Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate brokers in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. The s Real Estate 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, ration after the Closing, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct 11 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 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 th California Form 593 shall be delivered by Title Company to Seller, and (iv) on or before the 20 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) 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 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 written statement to Escrow Holder which indicates that Buyer has arranged to pay Bu 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 (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) . 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 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 City Manager: (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. (ii) 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) 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) Neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, 13 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) 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) presently claimed, or which will be claimed, against the Real Property for work performed or 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) sentations 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 learned, discovered or become aware of such Representation Matter shall promptly give written hall 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, no obligation to Buyer for such Seller Representation Matter. 14 (c) . 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 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 (d) 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 warranties shall be 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 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 Municipal Code, and all nondiscrimination, labor standard, and wage rate requirements to the extent such labor and wage requirements are applicable. 15 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, , if applicable, and, if 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 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 l 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. 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 shall have no responsibility in connection with such matters). Seller represents that it has engaged and that Seller shall be solely responsible Broker. Seller represents to Buyer that Seller has not engaged any consultants, finders or real estate brokers other than Se or owing to any person or entity in connection with this Agreement other than 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 16 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. may have retained in connection with the purchase of the Real Property. Buyer represents that it has engaged Charles Obichang other than the portion of the Section 10(a) of this Agreement, Buyer shall be solely responsible for any other cost, fee or compensation of any kind due , if any. Buyer represents to Seller that Buyer has not engaged any consult Broker in connection with the sale of the Real Property to the Buyer, and there are no brokerage tity 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 Charles Obichang as 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 Sell breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the ot 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. (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 17 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. (j) Obligations to Third Parties. 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. (l) 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 March 3, 2020, 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. (q) Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party. 18 \[signatures begin on the following page\] 19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF SAN BERNARDINO, a public entity, corporate and politic By: Teri Ledoux City Manager Approved as to form: Gary D. Saenz, City Attorney By: EDWARD C. ADAMS AND JEANNE M. ADAMS By: Name: Edward C. Adams By: Name: Jeanne M. Adams 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 City of San Bernardino, a public entity, corporate and politic and Edward C. Adams and Jeanne M. Adams and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: _____________, 2020 COMMONWEALTH LAND AND TITLE COMPANY By: Name: Its: EXHIBIT A LEGAL DESCRIPTION Address: 552 and 578 N. Mt. Vernon and 1316 W. Spruce Street, San Bernardino, CA APN: 0138-114-09 to -11 and 0138-114-11 A-1 EXHIBIT B DEED NOT FOR SIGNATURE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: APNs: 0138-114-09 to -11 0138-114-11 \[Space above for recorder.\] 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 City of San Bernardino, a public entity, corporate and politic Edward C. Adams and Jeanne M. Adams, husband and wife, as joint tenants , that certain real property located in the City of San Bernardino, County of San Bernardino, State of California, more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference (the . IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of __________, 2020. CITY OF SAN BERNARDINO, a public entity, corporate and politic By: NOT FOR SIGNATURE Teri Ledoux City Manager B-2 ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION Address: 552 and 578 N. Mt. Vernon and 1316 W. Spruce Street, San Bernardino, CA APN: 0138-114-09 to -11 and 0138-114-11 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 SAN BERNARDINO ) On _____________________________, before me, _______________________________ , Notary Public, (Print Name of Notary Public) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 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 DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer __________________________________________ Title Or Type Of Document __________________________________________ Title(s) Partner(s) Limited General Attorney-In-Fact __________________________________________ Trustee(s) Number Of Pages Guardian/Conservator Other: ________________________________ __________________________________________ Signer is representing: Date Of Documents Name Of Person(s) Or Entity(ies) __________________________________________ __________________________________________ __________________________________________ Signer(s) Other Than Named Above EXHIBIT C FIRPTA CERTIFICATE -FOREIGN STATUS To inform Edward C. Adams and Jeanne M. Adams (the tax under Section 1445 of the Internal Revenue Code of required upon the transfer of certain real property to the Transferee by the City of San Bernardino (th 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. follows: _________________. 3. City of San Bernardino 3rd Floor San Bernardino, CA 92401 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. City of San Bernardino C-1 Attachment No. 3 NOTIFICATION OF COMPENSATION 552and 578 N. Mt. Vernon Avenue and 1316 W. Spruce Street, San Bernardino, California (APNs: 0138-114-09 to -11 and 0138-114-18) INTRODUCTION The purpose of this Notification of Compensation (Notification) is to inform the effected axing Entities (as defined in Health and Safety Code (HSC) Section 34171 (k) that receive pass-through payments and distributions of property taxes with respect to the redevelopment project areas of the former Redevelopment Agency of the City of San Bernardino) that the Property, as defined herein, has been sold for a and that the net proceeds of sale will be submitted to the San Bernardino County Auditor-Controller/Treasurer/Tax Collector for distribution to the Taxing Entities Pursuant to HSC Section 34180 (f) (1), If a city, county, or city and county wishes to retain any properties or other assets for future redevelopment activities, funded from its own funds and under its own auspices, it must reach a compensation agreement with the other taxing entities to provide payments to them in proportion to their shares of the base property tax, as determined pursuant to HSC Section 34188, for the value of the property retained. Pursuant to HSC Section 34188, for all distributions of property tax revenues and other moneys pursuant to this part, the distribution toeach taxing entity shall be in an amount proportionate to its share of property tax revenues in the taxrate area in that fiscal y The Successor Agency to the Redevelopment Agency (Successor Agency) approved Long-Range Property Management Plan (LRPMP), includes 230 parcels of land grouped into forty-six (46) separate sites, eighteen (18) of which are designated as government use sites, seven (7) of which are designated as future development sites, and twenty- one (21) of which are designated to be sold. With respect to Site No. 24, as designated in the LRPMP for future development, the City of San Bernardino (City) has determined not to retain Site No. 24 for future development and instead, sell SiteNo. 24 for its market value and distribute the net proceeds of the sale to the San Bernardino County Auditor-Controller/Treasurer/Tax Collector for subsequent distribution to the Taxing Entities. Further, consistent with HSC Section 34182 (c) (4), each county auditor-controller shall disburse proceeds of asset sales or reserve balances, which have been received from the successor entities pursuant to HSC Sections 34177 and 34187, to the taxing entities (i.e., in accordance with the provisions of the Revenue and Taxation Code). In making such a distribution, the county auditor-controller shall utilize the same methodology for allocation and distribution of property tax revenues provided in HSC Section 34188 (i.e., such distribution to each taxing entity shall be inan amount proportionate to its share of property tax revenues in the tax rate area in that fiscal year). In addition, it is the Citys view that from a practical perspective, the need for an HSC Section 34180 (f) (1) compensation agreement is based on an assumption that the former redevelopment need to sell Site No. 24 at less than a -1- market value and/or with payment terms. Therefore, since the City intends to sell Site No. 24 to a third-party at no less than market value on an all cash basis, a compensation agreement with the Taxing Entities is unnecessary. Moreover, and notwithstanding the authority used to make distributions to the Taxing Entities (i.e., either HSC Section 34180 (f) (1) or HSC Section 34182 (c) (4)), the payments made to the Taxing Entities comply with the HSC. Therefore, the purpose of this Notification is to inform the Taxing Entities of the sale of LRPMP- futured development designated as Site No. 24. BACKGROUND Pursuant to HSC Section 34172 (a) (1), the Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012 and the City Council elected to serve in the capacity of the Successor Agency. The Oversight Board to the Successor Agency was established pursuant to HSC Section 34179 to assist in the wind-down of the dissolved redevelopment agency. On December 31, 2015, the California Department of Finance Oversight Board-approved LRPMP and notified the Successor Agency that pursuant to HSC Section 34191.3, the approved LRPMP shall govern, and supersede all other provisions relating to the disposition and use of all the real property assets of the former redevelopment agency. 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, nineteen (19) of which are designated as government use sites, seven (7) of which are designated as future development sites, and twenty (20) of which are designated to be sold. Site No. 24 (Property) is designated within the LRPMP as: i) Designated for future development; ii) Contains four (4) vacant parcels of land approximately 0.56-acre in size; iii) Located at 552 and 578 N. Mt. Vernon Avenue and 1316 W. Spruce Street, San Bernardino, California (APNs 0138-114-09 to -11 and 0138-114-18); and iv) Zoned Commercial General in the 1992-Paseo Las Placitas Specific Plan. Consistent with the LRPMP, on August 1, 2016, the Successor Agency adopted Resolution No. 2016-164 authorizing the transfer of the Property to the City, and on August 1, 2016, the City adopted Resolution 2016-165 accepting the transfer of the Property. On March 16, 2017, the Successor Agency transferred the Property to the City via quitclaim deed and the City is now responsible for compliance with the applicable provisions of the HSC governing the Property. PROPERTY DISPOSITION PROCESS On October 18, 2017, the Successor Agency approved an agreement with Keller Williams (KW Agreement) to list and sell the Property. As a part of the KW Agreement, Keller Williams is required (the Property. Based on past practice, 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. -2- On March 3, 2020, Mr. Edward C. Adams offered to purchase the Property for $103,500 (Purchase Price); Keller Williams confirmed that Mr. Adams is a credible buyer capable of purchasing the Property. On March 13, 2020, Keller Williams submitted its BOV, indicating its opinion that the market value of the Property is $103,500 (, a copy of which is on file in Office of the City Clerk. In consideration that the Purchase Price equals the BOV Market Value, the City has determined the purchase price offered by Mr. Adams for the Property to be fair and reasonable. Further, since the Purchase Price of the Property equals the BOV Market Value, the City has determined that a formal Compensation Agreement is not warranted and would unnecessarily delay the distribution of the Purchase Price to the entitled Taxing Entities. On June 3, 2020, the City adopted Resolution No. 2020-XXX approving the Purchase and Sale Purchase and Sale and Mr. and Mrs. Edward C. Adams with respect to the Property, a copy of which is on file in the Office of the City Clerk. It is anticipated that escrow will close on the purchase and sale of the Property on or before August 28, 2020, which is the outside closing date. Therefore, it is projected that the distribution of the Purchase Price through the San Bernardino County Auditor- Controller/Treasurer/Tax Collector to the Taxing Entities, in the manner described above, is likely to occur during the third quarter of 2020. CONTACT FOR ADDITIONAL INFORMATION For any additional information regarding this Notification, including any additional background documents, please contact Ms. Kathleen Robles, at (909) 534-4434 or Robles_Ka@sbcity.org. To the extent that any additional information is needed or there are any questions, it will be appreciated if such inquiries are initiated within thirty (30) days of receipt of this Notification. LISTING OF TAXING ENTITIES The Taxing Entities, as defined in HSC Section 34171 (k) that receive pass-through payments and distributions of property taxes with respect to the redevelopment project areas of the former Redevelopment Agency of the City of San Bernardino, as reported by the San Bernardino County Auditor-Controller/Treasurer/Tax Collector, include: 1. County General Fund 13. Colton Joint Unified School Dist 2. Education Revenue Augmentation Fund 14. Redlands Unified School District 3. Flood Control Zone 2 & 3 15. Rialto Unified School District 4. Flood Control Admin 1 & 2 16. San Bernardino City Unified Sch Dis 5. Flood Control Admin 3-6 17. San Bernardino County Fire Protect 6. Superintendent of Schools District - Valley Service Area 7. Superintendent of Schools - R O P 18. San Bernardino County Fire Protect 8. Superintendent of Schools - Phys Hand District - Admin 9. Superintendent of Schools - Ment Hand 19. Riverside Corona RCD 10. Superintendent of Schools - Dev Center 20. Inland Empire JT Resource Cons Dist 11. City of San Bernardino 21. San Bernardino Valley Water Cons Dist 12. San Bernardino Community College 22. San Bernardino Valley Muni Water -3-