HomeMy WebLinkAboutMC-1435 Adopted December 21, 2016
Effective: January 21, 2017
1 ORDINANCE NO. MC-1435
2 ORDINANCE OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA ADOPTING A CATEGORICAL EXEMPTION TO
3 THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND
4 APPROVING GENERAL PLAN AMENDMENT 16-02 AND DEVELOPMENT CODE
AMENDMENT (ZONING MAP AMENDMENT) 14-17 TO ALLOW THE CHANGE
5 OF THE GENERAL PLAN LAND USE DESIGNATION AND ZONING DISTRICT
FROM RESIDENTIAL SUBURBAN (RS) TO RESIDENTIAL MEDIUM HIGH-20
6 (RMH-20) FOR THE DEVELOPMENT OF A FIFTY-ONE (51) RESIDENTIAL UNIT
PLANNED UNIT DEVELOPMENT ON A SITE CONTAINING APPROXIMATELY
7 3.57 ACRES LOCATED AT 4630 N. "F" STREET (APN: 0265-191-17, 18 AND 34)
8 WITHIN THE SPHERE OF INFLUENCE OF THE UNINCORPORATED AREA OF
THE CITY OF SAN BERNARDINO.
9
10 WHEREAS, the current City of San Bernardino Development Code was initially
11 implemented in 1991; and
12 WHEREAS, the current City of San Bernardino General Plan was initially
implemented in 2005; and
13
WHEREAS, on October 9, 2014, pursuant to the requirements of Chapter 19.50
14
15 (General Plan Amendments), Chapter 19.42 (Development Code Amendments) and Chapter
16 19.74 (Zoning Map Amendments) of the City of San Bernardino Development Code, an
17 application for General Plan Amendment 16-02 and Development Code Amendment (Zoning
18 Map Amendment) 14-17 was duly submitted by:
19 Property Owner: Chili Hung Wang
20 4630 N. "F" Street
San Bernardino, CA 92408
21
22 Project Applicant: Joseph E. Bonadiman& Associates, Inc.
234 N. Arrowhead Avenue
23 San Bernardino, CA 92408
24 WHEREAS, General Plan Amendment 16-02 and Development Code Amendment
25 (Zoning Map Amendment) 14-17 is a request to allow the change of the General Plan Land
26
Use Designation from Residential Suburban to Residential Medium High-20 and the Zoning
27
28 District from Residential Suburban (RS) to Residential Medium High-20 (RMH-20) for three
1
1 (3) parcels containing a total of approximately 3.57 acres in order to construct a Planned Unit
2 Development comprised of fifty-one (51) attached residential units within the sphere of
3 influence of the unincorporated area of the City of San Bernardino; and
4 WHEREAS, on April 9, 2008, the applicant submitted an application for Conditional
5
Use Permit P2008-00253 and Tentative Tract Map 17501 to the County of San Bernardino to
6
7 allow the construction of a Planned Unit Development (PUD) comprised of fifty-one (5 1)
8 attached residential units. The subject 3.57-acre site is located within the sphere of influence
9 of the unincorporated area of the City of San Bernardino and is currently "pre-zoned" by the
10 City's General Plan with a General Plan Land Use Designation of Residential Suburban and
11 Zoning District classification of Residential Suburban (RS). In order for the County of San
12
13 Bernardino to proceed with the processing of their Conditional Use Permit P2008-00253 and
14 Tentative Tract Map 17501 applications, the applicant is required to obtain the approval from
15 the City of San Bernardino for a General Plan Amendment and Development Code
16 Amendment (Zoning Map Amendment) allowing the change of the General Plan Land Use
17 Designation and Zoning District for the subject parcels from Residential Suburban (RS) to
18
Residential Medium High-20 (RMH-20) so that the proposed fifty-one (5 1) residential unit
19
20 PUD will comply with the allowable density; and
21 WHEREAS, according to §82.04.060 (Residential Land Use District Site Planning
22 and Building Standards) of the County of San Bernardino Development Code, the allowable
23 density within the Medium Residential (RM) zone is twenty (20) units per acre, which allows
24
up to seventy-one (71) units for the subject site. The density on the subject site for the
25
26 proposed fifty-one (5 1) residential unit PUD is fifteen(15) units per acre; and
27 WHEREAS, according to §19.04.030 (Development Standards) of the City of San
28 Bernardino Development Code, the allowable density within the Residential Suburban (RS)
2
I zone is 4.5 units per acre, which would allow up to a maximum of sixteen (16) residential
2 units on the subject site. The requested Residential Medium High-20 (RMH-20) zone has an
3 allowable density of twenty (20) units per acre, which is consistent with the residential density
4 allowed by the Medium Residential (RM) zone of the County of San Bernardino; and
5
WHEREAS, pursuant to Resolution No. 97-275, adopted by the Mayor and Common
6
7 Council on September 4, 1997, properties located outside of the incorporated territory of the
8 City of San Bernardino may receive sewer services, subject to the execution of a standard
9 form agreement. California Government Code §56133 also requires the approval by the Local
10 Agency Formation Commission for connection of properties within the County to a City's
11 sewer system; and
12
13 WHEREAS, on January 15, 2014, the applicant submitted an Application for Sewer
14 Services Outside of City Boundaries with the City's Public Works Department—Real Property
15 Division to initiate the proceedings for the connection to the City's sewer system for the
16 subject property which is located outside the boundaries of the City of San Bernardino,
17 pursuant to California Government Code §56133. Under the terms of this application, the
18
applicant has agreed that he will be required to execute an "Irrevocable Agreement to Annex"
19
20 in the event that the subject property is annexed into the City of San Bernardino at some
21 future time. Subsequently, in February 2014, the applicant submitted a Sewer Line Capacity
22 Evaluation/Analysis to determine if the existing sewer line located on N. 1 st Avenue to N. "F"
23 Street from 48th Street to the main line at 40th Street has adequate capacity to allow the
24
connection of the proposed fifty-one (51) residential unit PUD for proposed Tentative Tract
25
26 Map 17501 to the existing sewer line. On April 21, 2014, the City Engineer of the City of San
27 Bernardino approved the Sewer Line Capacity Evaluation/Analysis and its recommendations;
28 and
3
1 WHEREAS, General Plan Amendment 16-02 and Development Code Amendment
2 (Zoning Map Amendment) 14-17 is a request to only change of the General Plan Land Use
3 Designation from Residential Suburban to Residential Medium High-20 and the Zoning
4 District from Residential Suburban (RS) to Residential Medium High-20 (RMH-20) for the
5
subject site, and does not involve the actual approval of the proposed fifty-one (5 1) residential
6
7 unit PUD; and
8 WHEREAS, the Planning Division of the Community Development Department has
9 reviewed General Plan Amendment 16-02 and Development Code Amendment (Zoning Map
10 Amendment) 14-17 for consistency with the City of San Bernardino General Plan and
11 compliance with the City of San Bernardino Development Code; and
12
13 WHEREAS, pursuant to the requirements of §15060(c) of the California
14 Environmental Quality Act, the Planning Division of the Community Development
15 Department evaluated General Plan Amendment 16-02 and Development Code Amendment
16 (Zoning Map Amendment) 14-17; and
17 WHEREAS, in accordance with §15060 (Preliminary Review) of the California
18
Environmental Quality Act (CEQA), the Planning Division of the Community Development
19
20 Department conducted an environmental evaluation in connection with proposed General Plan
21 Amendment 16-02 and Development Code Amendment (Zoning Map Amendment) 14-17 and
22 concluded that General Plan Amendment 16-02 and Development Code Amendment (Zoning
23 Map Amendment) 14-17 is found to be exempt under §15061(b)(2) (Review for Exemption)
24
of CEQA; and
25
26 WHEREAS, pursuant to §15332 (In-Fill Development Projects) of CEQA, a Class 32
27 Categorical Exemption consists of projects characterized as in-fill development projects
28 meeting the conditions contained within §15332 of CEQA. The Planning Division of the
4
1 Community Development Department analyzed proposed General Plan Amendment 16-02
2 and Development Code Amendment (Zoning Map Amendment) 14-17 and determined that it
3 is Categorically Exempt from CEQA pursuant to §15332 of the CEQA Guidelines due to the
4 fact that: 1) with the approval of General Plan Amendment 16-02 and Development Code
5
Amendment (Zoning Map Amendment) 14-17, the project would consistent the applicable
6
7 General Plan land use designation and all applicable General Plan policies as well as with the
8 applicable Zoning District, development standards and regulations, subject to the approval by
9 the Mayor and Common Council; 2) the proposed development is located on a site within the
10 City's sphere of influence on less than five (5) acres; 3) there are no additional potential
11
significant environmental impacts that may result from the proposed development of the
12
13 Planned Unit Development comprised of fifty-one (51) attached residential units; 4) an
14 Administrative Draft Initial Study/Mitigated Negative Declaration has been prepared under
15 the direction of the County of San Bernardino for their respective Conditional Use Permit
16 P2008-00253 and Tentative Tract Map 17501 application that will be completed and
17 circulated during the CEQA-mandated public review period; and, 5) the Planning Division of
18
the Community Development Department will have the opportunity to review and submit
19
20 comments during the CEQA-mandated public review period in order to minimize potential
21 impacts to the surrounding area; and
22 WHEREAS, on March 10, 2016, pursuant to the requirements of §19.42.020,
23 §19.50.030 and §19.74.030 of the City of San Bernardino Development Code, the
24
Development and Environmental Review Committee reviewed the application and moved the
25
26 Categorical Exemption, General Plan Amendment 16-02 and Development Code Amendment
27 (Zoning Map Amendment) 14-17 to the Planning Commission for consideration; and
28
5
1 WHEREAS, on April 20, 2016, pursuant to the requirements of §19.52.040 of the
2 City of San Bernardino Development Code, the Planning Commission held the duly noticed
3 public hearing at which interested persons had an opportunity to testify in support of, or
4 opposition to the Categorical Exemption, General Plan Amendment 16-02 and Development
5
Code Amendment (Zoning Map Amendment) 14-17, and at which meeting the Planning
6
7 Commission considered the Categorical Exemption, General Plan Amendment 16-02 and
8 Development Code Amendment(Zoning Map Amendment) 14-17; and
9 WHEREAS, on April 20, 2016, during the duly noticed public hearing, residents from
10 the neighboring Arrowhead Farms community located within the subject sphere of influence
11
of the unincorporated area of the City of San Bernardino raised concerns relating to the
12
13 proposed increased density and its potential impacts to the surrounding neighborhood and
14 expressed their opposition to General Plan Amendment 16-02 and Development Code
15 Amendment(Zoning Map Amendment) 14-17; and
16 WHEREAS, on April 20, 2016, upon the conclusion of the public testimony during
17 the public hearing and after its deliberation, the Planning Commission concurred that the
18
increased density is not appropriate for this specific neighborhood; and
19
20 WHEREAS, on April 20, 2016, upon the conclusion of the public hearing, the
21 Planning Commission continued Categorical Exemption, General Plan Amendment 16-02 and
22 Development Code Amendment (Zoning Map Amendment) 14-17 to their regularly scheduled
23 meeting on May 18, 2016, and directed the Planning Division of the Community
24
Development Department to return with a Resolution from the Planning Commission
25
26 forwarding a recommendation of denial to the Mayor and Common Council; and
27 WHEREAS, on May 18, 2016, pursuant to the requirements of§19.52.040 of the City
28 of San Bernardino Development Code, the Planning Commission held the duly continued
6
1 public hearing for the Categorical Exemption, General Plan Amendment 16-02 and
2 Development Code Amendment (Zoning Map Amendment) 14-17, and at which meeting the
3 Planning Commission adopted Resolution No. 2016-022 recommending that the Mayor and
4 Common Council not adopt the Categorical Exemption and deny General Plan Amendment
5
16-02 and Development Code Amendment(Zoning Map Amendment) 14-17; and
6
7 WHEREAS, pursuant to the requirements of Chapters 19.36 and 19.42 of the City of
8 San Bernardino Development Code, the Mayor and Common Council has the authority to take
9 action on the Categorical Exemption, General Plan Amendment 16-02 and Development Code
10 Amendment(Zoning Map Amendment) 14-17;
11 WHEREAS, notice of the November 7, 2016 public hearing for the Mayor and
12 Common Council's consideration of the proposed Resolution was published in The Sun
13 newspaper on October 28, 2016, and was mailed to property owners within a 500 foot radius
14 of the project site in accordance with Development Code Chapter 19.52.; and
15 WHEREAS, on November 7, 2016 a public hearing was held and the Mayor and
16 Common Council approved the adoption of the Categorical Exemption and the General Plan
17 Amendment 16-02 and Development Code Amendment (Zoning Map Amendment) 14-17.
18
NOW THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE
19 CITY OF SAN BERNARDINO DO ORDAIN AS FOLLOWS:
20
21 SECTION 1. The Mayor and Common Council find that the above-stated Recitals
22 are true and hereby adopt and incorporate them herein.
23
SECTION 2. Findings of Fact — General Plan Amendment 16-02 and Development
24
25 Code Amendment(Zoning Map Amendment) 14-17.
26 Finding No. 1: The proposed amendment is internally consistent with the General Plan.
27
28
7
1 Finding of Fact: The proposed amendment will result in the change of the General Plan
2 Land Use Designation from Residential Suburban to Residential
3 Medium High-20 and the Zoning District from Residential Suburban
4 (RS) to Residential Medium High-20 (RMH-20) for three (3) parcels
5
containing a total of approximately 3.57 acres within the sphere of
6
7 influence of the unincorporated area of the City of San Bernardino. The
8 proposed Residential Medium High-20 General Plan Land Use
9 Designation and Zoning District will be consistent with the County of
10 San Bernardino's General Plan Land Use Designation and Zoning
11
District of Medium Residential for the subject three (3) parcels. The
12
13 proposed Residential Medium High-20 General Plan Land Use
14 Designation and Zoning District will provide for the construction of a
15 Planned Unit Development comprised of fifty-one (5 1) attached
16 residential units with the on-site and off-site improvements consistent
17 with the City's General Plan and Development Code. Additionally,
18
19 General Plan Housing Goal 3.1 states: "Facilitate the development of a
20 variety of types of housing to meet the needs of all income levels in the
21 City of San Bernardino." The proposed development of a fifty-one (5 1)
22 unit detached single family residential Planned Unit Development will
23 provide additional housing opportunities within the City, consistent
24
with the General Plan goal and policy cited above.
25
26 Finding No. 2: The proposed amendment would not be detrimental to the public
27 interest, health, safety, convenience, or welfare of the City.
28
8
1 Finding of Fact: The proposed amendment will not be detrimental to the public interest,
2 health, safety, convenience, or welfare of the City in that the
3 amendment of the General Plan Land Use Designation from Residential
4 Suburban to Residential Medium High-20 and the Zoning District from
5
Residential Suburban (RS) to Residential Medium High-20 (RMH-20)
6
7 for three (3) parcels containing a total of approximately 3.57 acres
8 within the sphere of influence of the unincorporated area of the City of
9 San Bernardino will facilitate the construction of a Planned Unit
10 Development comprised of fifty-one (5 1) attached residential units with
11
the on-site and off-site improvements consistent with the City's General
12
13 Plan and Development Code. The project site has direct access from N.
14 "F" Street, will be fully served by utility providers, will be construction
15 in accordance with all applicable codes and regulations, and will not
16 result in the need for the excessive provision of services.
17 Finding No. 3 The proposed amendment would maintain the appropriate balance of
18
land uses within the City.
19
20 Finding of Fact: The proposed amendment of the General Plan Land Use Designation
21 from Residential Suburban to Residential Medium High-20 and the
22 Zoning District from Residential Suburban (RS) to Residential Medium
23 High-20 (RMH-20) for three (3) parcels containing a total of
24
approximately 3.57 acres within the sphere of influence of the
25
26 unincorporated area of the City of San Bernardino that is currently
27 under-utilized. The proposed amendment maintains an appropriate
28 balance of land uses by providing for the re-use of an existing property.
9
1 Thus, the proposed amendment will not change the balance of land uses
2 in the City.
3 Finding No. 4 The subject parcels are physically suitable (including but not limited to,
4 access, provision of utilities, compatibility with adjoining land uses,
5
and adjoining land uses, and absence of physical constraints) for the
6
7 requested land use designation and the anticipated land use
8 development
9 Finding of Fact: The subject site is currently under-utilized which is only developed
10 with a single-family residence. The proposed amendment will facilitate
11
the construction of a Planned Unit Development comprised of fifty-one
12
13 (51) attached residential units with the on-site and off-site
14 improvements consistent with the City's General Plan and
15 Development Code, and there are no physical constraints on the site,
16 such as steep slopes or watercourses.
17 SECTION 3. Compliance with the California Environmental Quality Act.
18
19 The Mayor and Common Council has independently reviewed, analyzed and exercised
20 judgment in finding that General Plan Amendment 16-02 and Development Code Amendment
21 (Zoning Map Amendment) 14-17 is exempt under §15332 (In-Fill Development Projects) of the
22 California Environmental Quality Act due to the fact that: 1) the proposed Ordinance will not
23 create significant effects on the environment; 2) with the approval of General Plan Amendment
24
16-02 and Development Code Amendment (Zoning Map Amendmem) 14-17, the project is
25
26 consistent the applicable General Plan designation and all applicable General Plan policies as
27 well as with applicable zoning district and regulations; 3)the proposed development is located on
28 a site within the City's sphere of influence on less than five (5) acres; and, 4) there are no
10
1 additional potential significant environmental impacts that may result from the proposed
2 development of the Planned Unit Development comprised of fifty-one (51) attached residential
3 units. Additionally, an Administrative Draft Initial Study/Mitigated Negative Declaration has
4 been prepared under the direction of the County of San Bernardino for their respective
5
Conditional Use Permit P2008-00253 and Tentative Tract Map 17501 application that will be
6
7 completed and circulated during the CEQA-mandated public review period, and the Planning
8 Division will have the opportunity to review and submit comments period in order to minimize
9 potential impacts to the surrounding area.
10 SECTION 4. —General Plan Amendment 16-02, changing the General Plan Land Use
11
Designation from Residential Suburban to Residential Medium High-20 for the properties
12
13 known as Assessor Parcel Numbers 0265-191-17, 18 and 34 is hereby approved.
14 SECTION 5. — Development Code Amendment (Zoning Map Amendment) 14-17,
15 changing the Zoning District from Residential Suburban (RS) to Residential Medium High-20
16 (RMH-20) for the properties known as Assessor Parcel Numbers 0265-191-17, 18 and 34 is
hereby approved.
17 SECTION 6. - Notice of Determination: The Planning Division of the Community
18 Development Department is hereby directed to file a Notice of Determination with the County
19 Clerk of the County of San Bernardino certifying the City's compliance with California
20 Environmental Quality Act in adopting the Mitigated Negative Declaration.
21 SECTION 7. Severability: If any section, subsection, subdivision, sentence, or
22 clause or phrase in this Ordinance or any part thereof is for any reason held to be
23 unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision
24 shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any
part thereof. The Mayor and Common Council hereby declares that it would have adopted
25 each section irrespective of the fact that any one or more subsections, subdivisions, sentences,
26 clauses, or phrases be declared unconstitutional, invalid, or ineffective.
27
28
11
I ORDINANCE OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA ADOPTING A CATEGORICAL EXEMPTION TO
2 THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND
APPROVING GENERAL PLAN AMENDMENT 16-02 AND DEVELOPMENT CODE
3 AMENDMENT (ZONING MAP AMENDMENT) 14-17 TO ALLOW THE CHANGE
4 OF THE GENERAL PLAN LAND USE DESIGNATION AND ZONING DISTRICT
FROM RESIDENTIAL SUBURBAN (RS) TO RESIDENTIAL MEDIUM HIGH-20
5 (RMH-20) FOR THE DEVELOPMENT OF A FIFTY-ONE (51) RESIDENTIAL UNIT
PLANNED UNIT DEVELOPMENT ON A SITE CONTAINING APPROXIMATELY
6 3.57 ACRES LOCATED AT 4630 N. "F" STREET (APN: 0265-191-17, 18 AND 34)
7 WITHIN THE SPHERE OF INFLUENCE OF THE UNINCORPORATED AREA OF
THE CITY OF SAN BERNARDINO.
8
9 I HEREBY CERTIFY that the foregoing ordinance was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a joint regular meeting thereof, held on
10 the 19th day of December, 2016, by the following vote to wit:
11
12 Council Members: AYES NAYS ABSTAIN ABSENT
13 MARQUEZ
BARRIOS
14 VALDIVIA x
15 SHORETT x
16
NICKEL x
17 RICHARD x —
MULVIHILL x
18 (NOTE: Mayor Davis broke the tie with a "yes"vote
19 L___ -C'
20 George anna, CM ity Clerk
21 '��
The foregoing Ordinance is hereby adopted this day of Dec ber, 2016.
22
23
24 R. Carey Davi , Mayor
City of San B rnardino
25 Approved as to form:
Gary D. Saenz, City Attorney
26
27 By'
28
12
Successor Agency to the Redevelopment EXHIBIT "A"
Agency of the City of San Bernardino
Long-Range Property Management Plan
September 2015
Amended December 201.5
Site No. 40: Vacant S. Foisy Street Industrial Property
Address: 904 S. Foisy Street
APN: 0280-131-23
188
V.Property to be Sold
Site No.40- Vacant S.Foisy Street Industrial 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. 40: Vacant S. Foisy Street Industrial Property
A. Permissible Use(HSC.$34191.5(c) (2)):
Site No.40 is the Vacant S.Foisy Street Industrial Property(the"Vacant Industrial Property")and
is proposed to be sold by the Successor Agency.
B. Acquisition of Property(HSC 6 34191.5(c) (1)(A)and.$34191.5(c) (1) B)):
Property records indicate that the Vacant Industrial Property was acquired by the Agency in January
2010, and carries a Book Value of$9,845. The Vacant Industrial Property was acquired by the
Agency in order to meet the revitalization goals of City and the Agency to alleviate the existence
and spread of physical and economic blight. The estimated current value(the"ECV")of the Vacant
Industrial Property is approximately$82,000.
C. Site Information (HSC.$34191.5(c) (1) (C)):
The Vacant Industrial Property consists of one(1)0.66-acre parcel(APN 0280-131-23)located at
904 S. Foisy Street. The Vacant Industrial Property is zoned Industrial Light (IL). The IL
designation is intended to retain,enhance and intensify existing industrial property,and provide for
the new development of lighter industrial uses along major vehicular, rail, and air transportation
routes serving the City.
D. Estimated Current Value(HSC 634191.5(c) (1) (D)):
To determine an ECV for the Vacant Industrial Property, in January 2015,the Agency conducted
a comparable sales analysis through the National Data Collective. The ECV was determined to be
approximately$82,000.
Local factors were not taken into consideration in determining the ECV of this site. The ECV is
only a rough estimate that was obtained from an on-line source where only comparable sales data
are available.It is not possible to include environmental issues or any other special or unique factors
into simple ECV calculations,as such data are not available from the source. Therefore,the actual
value of the property may vary significantly from the ECV. The Successor Agency notes that in
the environment of AB 1484, it may not be possible to achieve appraised values. The Successor
Agency will be in charge of the process seeking to achieve successful marketing of properties,and
will act with reasonable diligence. However,the constraints and environment of AB 1484 militate
against maximizing prices. The actual sales prices to be realized will be a function of what a willing
buyer is willing to pay under circumstances where there will be no seller financing and dispositions
will be subject to Oversight Board approval. There is no reason to think that book values will be
realized.
E. Site Revenues(HSC.$34191.5(c) (1) (E)):
There are no site revenues generated from the Vacant Industrial Property.
F. History ofEnvironmental Contamination (HSC 634191.5(c) (1) (F)):
There is no known history of environmental contamination.ab
41 hb://Qeotracker waterboards ca aov/maonCMD=runrei)ort&mvaddress=904+s+foisy+san+bernardino
189
V.Property to be Sold
Site No. 40- Vacant S.Foisy Street Industrial 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. 40: Vacant S. Foisy Street Industrial Property
G. Potential for Transit Oriented Development(TOD)and the Advancement ofPlanninQ Obiectives
ofthe SuccessorAQencv(HSC$34191.5(c) (1) (G)):
There is no potential for a TOD in conjunction with Vacant Industrial Property.
Selling the Vacant Industrial Property advances the planning objectives of the Successor Agency
and the City to develop and revitalize this area of the community through the creation of
opportunities for private investment in the City.
H. History of Previous Development Proposals and Activity(HSC$34191.5(c) (1) (H)):
There is no history of previous development proposals or activities in conjunction with the Vacant
Industrial Property.
L Disposition ofProperty:
The Successor Agency proposes to sell the Vacant Industrial Property in accordance with the
Successor Agency's policies and procedures for property disposition as shown in Exhibit "A"
Section 1. Purchase and Sale Procedures.
The ECV of the Vacant Industrial Property is approximately$82,000.
Date of estimated current value—January 2015
Value Basis— The ECV was determined by a comparable sales analysis using the National
Data Collective subscription service. The ECV is approximately$82,000.
Local factors that may affect land value were not taken into consideration. Therefore,the actual
value of the property may vary greatly from the ECV. The ECV is only a planning number
and should not be relied upon as a basis for actual value.
Proposed sale date—TBD and subject to the Successor Agency's implementation of its policies
and procedures for property disposition as shown in Exhibit"A."
Proposed sale value — TBD and subject to a fair market appraisal conducted by a licensed
appraiser.
The Successor Agency notes that in the environment of AB 1484,it may not be possible to achieve
appraised values. The Successor Agency will be in charge of the process seeking to achieve
successful marketing of properties, and will act with reasonable diligence. However, the
constraints and environment of AB 1484 militate against maximizing prices. The actual sales prices
to be realized will be a function of what a willing buyer is willing to pay under circumstances where
there will be no seller financing and dispositions will be subject to Oversight Board approval. There
is no reason to think that book values will be realized.
190
V.Property to be Sold
Site No.40- Vacant S.Foisy Street Industrial Property
Successor Agency to the Redevelopment
Agency of the City ojSan Bernardino
Long-Range Property Management Plan
September 2015
Amended December 2015
Site No. 40: Vacant S. Foisy Street Industrial Property
J. Implementation ofthe Long-Range Property Management Plan:
Following the approval of the LRPMP by the DOF, the Successor Agency will implement the
LRPMP.
For properties to be sold, implementation will include distribution of any land sales proceeds for
enforceable obligations and/or distributed as property tax to the taxing entities. Due to the vagaries
associated with the sale of land, such as uncertainties concerning the timing of sale and the price
that would be realized,it is not feasible to precisely state in the LRPMP how the funds will be used.
In that regard,once an agreement is reached with respect to the purchase and sale of a property,the
agreement will be presented to the Oversight Board for concurrence. The Oversight Board's
approval will be evidenced by a resolution that will be submitted to DOF and, per the HSC, is
subject to DOF's review. That resolution will include or refer to a staff report which describes with
greater particularity, once more facts are known, how the proceeds of sale will be distributed. As
noted in Section I—Introduction of the LRPMP,the LRPMP provides that proceeds of the sale may
be used for enforceable obligations and/or distributed as property tax to the taxing entities through
the County Auditor-Controller. The need to retain some or all of the proceeds of sale for
enforceable obligations will depend on whether there is a short-fall in RPTTF in the ROPS cycle
during which the escrow is anticipated to close. If a short-fall were to occur in the RPTTF at that
time, then all or a portion of the sale proceeds should be used to fulfill an enforceable obligation
with any remaining sale proceeds then distributed as property tax to the taxing entities through the
County Auditor-Controller. If there is not a short-fall in RPTTF at the time of close of escrow,
then land sale proceeds would be distributed as property tax to the taxing entities through the
County Auditor-Controller in a manner described at the time of Oversight Board approval as to a
particular property sale. Since it is impossible to foresee when and if a short-fall in the RPTTF
may occur, or when the property will be sold, the use of the sale proceeds cannot be specifically
determined at this time and, therefore, cannot be stated with greater particularity in the LRPMP.
However,it is clear that at the time a sale takes place,the sale will be brought back to the Oversight
Board and will be subject to review.
191
V.Property to be Sold
Site No.40- Vacant S.Foisy Street Industrial Property
3
EXHIBIT "B"
Howard Industrial Partners
155 North Riverview Drive
Anaheim, California 92808
(714) 769-9155
www.hii)re.net
November 18, 2016
Mr. Mark Scott
City Manager
City Hall
City of San Bernardino
300 North "D" Street, 6th Floor
San Bernardino, California 92418
Re: Offer to purchase 904 South Foisy Street(APN 0280-131-23)
Dear Mr. Scott:
This is a follow-up to our August 24, 2016 letter to you expressing interest in acquiring the
approximately .66-acre vacant lot located at 904 South Foisy Street (APN 0280-131-23)(the
"Property"). The Property is currently owned by the Successor Agency to the Redevelopment
Agency of the City of San Bernardino (the "Successor Agency"). The Successor Agency has
designated the Property for sale within its approved Long-Range Property Management Plan (the
"LRPMP"). The Property is further described within the LRPMP as Site No. 40, "Vacant S. Foisy
Street Industrial Property" (see pages 188-191).
Since August 24, 2016, we have met with your staff and consultants related to the opportunity to
purchase the Property for the purpose of completing a site assembly program we have initiated
to acquire as much of the property as possible located between East Central Avenue on the North,
East Norman Road on the south, South Waterman Avenue on the west and Foisy Street on the
east (the "Project Site"). An aerial map of the Project Site is attached as Exhibit A. For your
information, we are also acquiring other land in the general vicinity of the Project Site. It is our
intent to develop all or a portion of the Project Site with attractive and modern industrial type
buildings. We currently have parcels 7 through 12 and 14 through 17 within the Project Site under
contract for acquisition —All of these Sellers are providing us a minimum of 12 months to obtain
project entitlements. With the Property (#13 on Exhibit A) we will be able to pursue entitlements
for the development of a 9.13 acre project, which upon completion will be a state-of-the-art
±200,000 SF industrial facility valued at approximately $20,000,000. We anticipate leasing or
selling the facility to a local or regional company, which will provide good paying jobs to the
community, increase the city's tax basis, and hopefully generate sales tax.
In our discussions with your staff and consultants it was confirmed that our firm may be able to
purchase the Property subject to the following conditions:
1. The sale of the Property cannot wait for entitlements and must be sold for a fair market value.
Asking prices for vacant land in the immediate area currently range from $1.98 to $4.26 per
land square foot—Please see Exhibit B attached. It's important to note these properties have
been sitting on the market an average of 33 months. We anticipate these properties to sell
below their asking prices; however, we propose to acquire the Property at the high end of this
Page 2
spectrum for$122,473.30 (or$4.26 per square foot), which is also higher than the 2016 sale
comps for vacant land purchased without time to obtain entitlements prior to closing—Please
see Exhibit C attached. We understand that the Successor Agency intends to obtain at its
cost a stand-alone "Broker's Opinion of Value" from a third-party broker to satisfy itself with
respect to our fair market offer to purchase the Property and to conform with documentation
requirements of State law.
2. The Property is to be sold and acquired in an "AS IS" and "WHERE IS" condition.
3. The purchase price will be paid with cash and there will not be any financing, entitlement or
other contingencies, except as noted in this letter.
4. The sale will only be contingent upon the approval of the Successor Agency, its Oversight
Board and the California Department of Finance (the "DOF"). Based on this, we understand
that it may take 60 to 90 days to process a purchase and sale agreement.
5. The Successor Agency will not pay any broker commissions; however, our firm may pay its
own broker and/or consultants in or outside of escrow.
6. The Parties will cooperate in the selection of a title company and escrow holder.
7. The Successor Agency will pay prior to or at closing the currently outstanding real property
taxes applicable to the Property.
8. The Successor Agency will pay for a CLTA title policy. If our firm requires an ALTA policy,we
will pay for the difference in cost.
9. The Parties will share all normal escrow costs.
10. The purchase and sale of the Property will be confirmed within a Purchase and Sale
Agreement that will be prepared by the Successor Agency.
We understand that the above summarizes the property purchase and sale arrangement and that
a purchase and sale agreement will more fully confirm the arrangement between the Parties. We
will diligently cooperate with the Successor Agency and its representatives in the preparation and
finalization of the purchase and sale agreement. In addition, it is very important to our planning
for the Project Site that we receive a confirmation from the Successor Agency that it will be able
to proceed with the purchase and sale of the Property by November 28, 2016.
We wish to thank you, your staff and consultants for their time and consideration in this matter.
We look forward to receiving your response and especially beginning this very important new
addition to San Bernardino's economic development landscape.
If you have any questions, please contact me at (714) 769-9155.
Sincerely,
TIMOTHY J. D
Founding Partner
Page 3
TJH:cd
Enclosure
cc: Mr. Michael J. Tyre, Partner
Mr. Cody Wolf, Lee &Associates
Mr. Chris G. Morrell, Lee &Associates
Exhibit A
t
` — E Central Ave _'
s rj i U f 1p
N
-- � In Escrow
12 17 �
,� 20
This information was obtametl from sources deemed reliable;however,Lee and Associates-Ontario makes no representation or warranty regartlmg Its accuracy. Interested
parties should consult with their legal and accounting advisors and contluCt their own dUe tliligence investigation prior to any purchase.
Exhibit B
LEE Ht
Available Land-San Bernardino ASSOCIATES
COMMERCIAL REAL ESTATE SERVICES
=,Pr. erty LAN �,...,,s; ,:.:x ....,. , , w. _... :.Avail SF/AC Rate/SF Fncd ` Status Utilities Listing Notes
Bldg SF.Description
- _
1 SE of 3rd Stand Waterman Ave 199,534/4.58 -- -- Availaule. bas ❑Q 4.58 Acres Available
San Bernardino,CA 92410 199,505/4.58 $1.98 Mixed Use Water Located on Busy 3rd St with Large Street Frontage
TG:606 J1 APN:0135-351-22 Environmental Rpts:VERIFY; Sewer Lot is Zoned for Office and Industrial Park Uses
❑Medical,Industrial R&D,Retail Commercial,Educational
Electric❑✓Services
Tele ❑Acceptable With an Administrative or Developmental
Permit
FibrOpt❑ Bldg SF Desc: VERIFY
Zoning:OIP
Property/Listing#:1128515/1037191 Mos on Mkt:29
2 740 W Congress St 81,892/1.88 In Escrow Gas ❑Lot 46
San Bernardino,CA 92410 81,892/1.88 $2.26 Ret-General Water ❑✓ 1.88 Acres of Retail Land Available
9115 Sewer Highly Visible From 215 Free
TG:-- APN:01360 wy
W Congress 013 0 St ❑Property Belnq Remediated For Environmental Purposes
Electric❑✓ Bldg SF Desc: -
Tele ❑
FibrOpt❑
Zoning:Commercial
Property/Listing#:1840681/967075 Mos on Mkt:33
3 NW of E Mill St and S Waterman Ave 100,188/2.3 Available Gas ❑2.3 Acres Available
San Bernardino,CA 92408 100,188/2.3 $3.49 Mixed Use Water ❑Verify All Details
TG:606-J5 APN:0136-271-24 Sewer ❑ Bldg SF Desc: VERIFY
Electric[]
Tale ❑
FibrOpt❑
Zoning:IND
Property/Listing#:869264/408908 Mos on Mkt:106
4 NW of E Orange Show Rd and S 78,408/1.8 No Available Gas ❑1.8 Acres Available
Waterman Ave 78,408/1.8 $3.75 No Mixed Use Water ❑Curb Cut on Waterman Ave
San Bernardino,CA 92408 Light Industrial(IL)and Office Industrial(OIP)Zoning
Sewer
TG:-- APN:0136 422-14 ❑Ideal for a Contractor's or Storage Yard
Electric❑Direct Access to 1-215 and 1-10
Tele ❑ Bldg SF Desc: --
FibrOpt❑
Zoning:IL OIP
Property/Listing#:2050683/1628150 Mos on Mkt:7
5 SW of Mill Stand Waterman Ave 175,982/4.04 Yes Available Gas ❑✓d:4.04 Acres Available
San Bernardino,CA 92408 175,982/4.04 $3.76 No Ind-Mfg Water ❑✓Access To Waterman Ave&Mill St
TG:606-J2 APN:0136-401-72 Environmental Rpts:VERIFY; Sewer Excellent Development/Owner-User Property
❑Zoned Light Industrial/Office-Industrial Park
Electric❑Utilities To Site IL&OIP
Tele ❑ o
Bldg SF Desc: VERIFY
FibrOpt❑
Zoning:IL/OIP
Property/Listing#:1143573/516270 Mos on Mkt:77
6 SW of E Santa Fe St and S Tippecanoe 39,204/.9 Yes Available Gas ❑0.9 Acres
Ave 39,204/.9 $4.00 No Ind-Other Water ❑Light Industrial Zoning(IL)
San Bernardino,CA 92408 Fully Fenced
Sewer
TG--- APN:0280-082-09 ❑Direct Access to 1-215&1-10 Fwys
Electric[]Ideal for Contractor's or Storage Yard
Tele ❑Great Land Spec Opportunity In Path of Development
FibrOpt❑ Bldg SF Desc: -
Zoning:IL
Property/Listing#:2479962/1578856 Mos on Mkt:9
This information has been obtained from sources believed reliable.While we do not doubt its accuracy,we have not verified it
and make no guarantee,warranty or representation about it.It is your responsibility to independently confirm its accuracy.
AIR Key Data Page 1 of 2 Date: 11/20/2016
Exhibit B
EE Ht
L
Available Land-San Bernardino ASSOCIATES-
COMMERCIAL REAL ESTATE SERVICES
Avail SFiAC RafeISF Fncd Status Utilities Listing Notes
# Property Location,, Mir)SF/AC Price/SF Pvd Use
7 NE ofAmos Ave and Dumas St 39,204/.9 Nc Available Gas ❑Flat Topography
San Bernardino,CA 92408 39,204/.9 $4.25 No Ind-Whse/Dist Water ❑Light Industrial Zoninq(Verify)
TG:-- APN:0136-442-27 Sewer ❑ Bldg SF Desc: --
f Electric❑✓
Tele ❑
FibrOpt❑
Zoning:LI
Property/Listing#:2867513/1723068 Mos on Mkt:2
8 9458 S Washington Ave 30,928/.71 No Available Gas ❑Flat Topography
San Bernardino,CA 92408 30,928/.71 $4.26 No Ind-Mfg Water ❑✓Light Industrial Zoninq(Verify)
TG:-- APN:0136-451-09 Sewer ❑ Bldg SF Desc: --
W Orange Show Rd/S Washington, Electric0
Tele ❑
FibrOpt❑
Zoning:IL
Property/Listing#:2867531/1723078 Mos on Mkt:2
This information has been obtained from sources believed reliable.While we do not doubt its accuracy,we have not verified it
and make no guarantee,warranty or representation about it.It is your responsibility to independently confirm its accuracy.
AIR Key Data Page 2 of 2 Date: 11/20/2016
Exhibit C
S 2016 Land Comps-San Bernardino (as is,where is)
.33t�G I.ATEK3'
COMMERCL41.REAL ESTATE SERVICES
Property 7YPp vN /wdretts Y Gity a StaRR �ostalCode :- #,r.a, 'tf#—
4.
Land 0136-422-07,14 S Waterman Ave San Bernardino CA 92408 78,408 SF 1.8 ACRES $3.70 PSF Closing 1129/2016
Land 0136-212-21,23 111 Cluster St San Bernardino CA 92408 42,689 SF .98 ACRES $4.10 PSF Closed 11/182016
Land 0136-451-08 Washington Ave San Bernardino CA 92408 9,148 SF 0.21 ACRES $3.39 PSF Closed 05/042016
November 20,2016
All information contained herein is Rom sources deemed reliable and is submitted subject to errors,omissions and to change of price or terms without notice. Page 1 of 1
EXHIBIT "C"
Howard Industrial Partners
155 North Riverview Drive
Anaheim, California 92808
(714) 769-9155
www.hipre.net
November 28, 2016
Mr. Mark Scott
City Manager
City Hall
City of San Bernardino
300 North "D"Street, 6th Floor
San Bernardino, California 92418
Re: Supplemental Information Related to the Offer to purchase 904 South Foisy Street
(APN 0280-131-23)
Dear Mr. Scott:
This is a follow-up to our November 18,2016 offer to purchase the approximately.66-acre vacant
lot located at 904 South Foisy Street(APN 0280-131-23) (the"Property"). It is our understanding
that due to agenda deadline issues it was not possible to share our November 18th letter with the
Mayor and Common Council (the "M/CC") during their November 21, 2016 meeting. We also
understand that you will be able to share our purchase offer with the M/CC during their meeting
of December 5, 2016.
In addition,we have been advised that additional information will be needed to enable a thorough
review of our proposal. Therefore, the purpose of this letter is to provide you with supplemental
information regarding our plan to assemble and develop the approximately 9.13-acre site located
between East Central Avenue on the North, East Norman Road on the south, South Waterman
Avenue on the west and Foisy Street on the east(the"Project Site"). As we previously mentioned,
the Property is located within the Project Site.
In our November 18th letter, we mentioned our intent to obtain entitlements for and subsequently
develop a±200,000 SF industrial facility valued at approximately$20,000,000 at the Project Site.
We anticipate leasing or selling the facility to a local or regional company,which will provide good
paying jobs to the community, increase the city's tax basis, and hopefully generate sales tax. We
are aware of the City's desire for high-quality industrial developments in general and especially
along the City's South Waterman Avenue corridor.
Our firm is fully committed to ensuring the development of state-of-the-art industrial facilities
including, but not limited to, architectural design endeavoring to break out of the"box", site layout
and internal functionality. To further illuminate our development plans, we have enclosed the
following documentation showing similar projects we have developed that will exemplify the
quality of our work:
1. 2600 S Stanford Ave., Ontario, CA is a 207,718 square foot building with a 32' minimum clear
height, ESFR sprinkler system,29 dock high doors and 2,241 square feet of office space.This
building is lined with a mixture of grass berm and eco-friendly landscaping and is designed
Page 2
with dark blue reflective glass frontage and slate wall tile entry way. Toyota leased this space
on a 5 year deal.
2. 4070 E Greystone Dr., Ontario, CA is a 106,514 square foot building with 4,525 square feet
of two-story office, ESFR sprinkler system, 32' minimum clear height and 28 dock high doors.
As example 1, this building is beautifully designed with dark blue reflective glass frontage,
slate tile lined entry ways and a mixture of lush grass and eco-friendly landscaping. Nanshan
America, an advanced aluminum technology manufacturer, purchased this building in 2010;
3. 1060-1140 Citrus Ave., Riverside, CA (Hunter Business Park) is a high image park with
buildings ranging from 25,000—150,000 square feet.These buildings feature staggered walls,
mature palm tree landscaping and dark blue reflective glass frontage. All of these buildings
sold to local and regional small businesses who employ hundreds of workers; and
4. 415 Nicholas Rd. and 920 Fourth St., Beaumont, CA is a two building park totaling 572,143
square feet. The 127,688 square foot building has 14 dock high doors, ESFR sprinklers, 128
parking stalls,32'minimum clearance and 2,406 square feet of office.This park is landscaped
with mature palm trees and manicured bushes. These buildings have staggered office pop
outs and dark blue reflective glass frontage. Rudolph Foods Company purchased the 127,688
square foot building in 2015.
In addition, we are fully committed to work with your planning staff to ensure that the standards
set within the City's entitlements for our planned±200,000 SF industrial facility are consistent with
the City's design expectations. Frankly, we believe our project will set a "high bar" for other
developments in the vicinity and will help the City in its efforts to change the character of
developments along the City's South Waterman Avenue corridor.
In addition, due to the need to continue the review of our proposal to the December 5"' M/CC
meeting, we can extend our need for written confirmation from the Successor Agency regarding
its willingness to sell the Property to our firm from November 28, 2016 to December 12, 2016.
Thank you for their time and consideration in this matter. We look forward to receiving your
response.
If you have any questions, please contact me at(714)769-9155.
Sincerely,
TIMOTHY J.= D
Founding Partner
TJH:cw
Enclosures
cc: Mr. Michael J. Tyre, Partner
Mr. Cody Wolf, Lee&Associates
Mr. Chris G. Morrell, Lee&Associates
Page 3
Example 1
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Page 4
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Page 6
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DAUM CONSULTING SERVICES BROKER PRICE OPINION
. � •
ALM
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Prepared by:
JOSEPH PAREDES RICK JOHN, SIOR
Associate Executive Vice President
Direct: 909.652.9054 1 Cell: 949.566.5186 Direct: 909.912.0001 1 Cell: 949.378.4661
jparedes @daumcre.com rj @daumcommercial.com
CA License#0 1895260 CA License#00800783
WA
i
DAUM ONCOR INTERNATIONAL
COMMERCIAL REAL ESTATE SERVICES
DAUM CAPABILITIES BROKER'S OPINION OF VALUE
I .
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SITE
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904 Foisey Street San Bernardino, CA
V,OA DAU M 35 DAUM Commercial Real Estate Services
95 E.Inland Empire Blvd. Bldg.5 Ontario,CA 91764
COMMERCIAL REAL ESTATE SERVICES www.daumcommercial.com
D/AQ Corp.#01129558 ONCOR INTERNATIONAL
DAUM TABLE OF •
REVIEW OF PROPERTY
• Aerial Photo
• Area Map
• Property Profile
• Assessor's Parcel Map
SUMMARY
■ Executive Summary
PROPERTY ANALYSIS
• Comparables Spreadsheet
• Available Properties
COMMERCIAL REAL ESTATE SERVICES ONCOR INTERNATIONAL
Section 1 REVIEW OF PROPERTY
*A DAV M
COMMERCIAL REAL ESTATE SERVICES O N C O R INTERNATIONAL
DAUM PROPERTY REVIEW
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COMMERCIAL REAL ESTATE SERVICES O N C O R INTERNATIONAL
DAUM PROPERTY REVIEW
AREA MAP
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li W Ora.ye Show to .. C Norman.Rd E Norman Rd
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COMMERCIAL REAL ESTATE SERVICES ONCOR INTERNATIONAL
DAUM PROPERTY REVIEW
PROPERTY •
c '
SITE _�
-F
sp +�i3r
• .. 4
a�
PROPERTY ADDRESS
County:904 Foisy Street San Bernardino, CA 92408
• Bernardino
Parcel :0
Lot Size: 0.66 Acres (28,750 SF)
COMMERCIAL REAL ESTATE SERVICES O N C O R I N T E R N A T I O N A L
DAUM PROPERTY
PROPERTY PROFILE
Property Detail Report for: �DIOOUCTS MAP Bnan,Kaoaro
904 S FOISY ST, SAN BERNARDINO, CA,92408-2342
Owner Information:
Omer Name: REDEVELOPMENT AGENCY OF THE CITY OF SAN
Mailing Address: 201 H E ST STE 301,SAN BERNARDINO,CA,92401 4520
Vesting Code: GOVERNMENT Phone Number:
Location Information:
Legal Description: TR NO 2194 VALLEY TRUCK FARMS NO 2 N 75 FT LOT 22
County: BERNARDINO FIPS Code: 06071 Census TrcUBlk: 007200/2
APN: 0280-131-23 Alternative APN: 0280-131-23- Map Ret J4-606
0000
Tmshp-Rnge-Sect: -- Legal Book Page: Tract No: 2194
Legal Lot: 22 Legal Block:
Subdivison: VALLEY TRUCK FARM Q
Last Market Sale Information:
Sale Date: 12/312014 Sale Price: III Mtg Amount:
Sale Doc No: 20140463111 Price Per SgFt: 151 Mtg Int Type:
Transfer Doc No: 2014-0463111 Price Per Acre: 2"d Mtg Amount:
1st Mtg Doc No: 2nd Mtg Ind Type:
Sale Type:
Deed Type:
Title Company:
Lender:
Seiler Name:
Property Characteristics:
Building Area: Total Rooms: Construction:
Living Area: Bedrooms: Heat Type:
Garage Area: Baths: 0 Air Cond:
Basement Area: Fireplace: Roof Type:
Parking Type: No of Stories: Roof Material:
Yr BuittlEffective: / Quality: Style:
Pool Code:
Tax and Value Information:
Assessed\+blue: Assessed Year 2015 Est Market\,'aI: $120,500
Land 14ue: Property Tax: Assessor Appd\-bl:
Improvement Value: Improvement%:
Total Taxable\,blue: Tax Exemption:
Site Information:
Assessor Acres: 0.66 Zoning: Land Use Code: 420
Assessor Lot SgFt: 28,750 No of Buildings: Land Use Desc: COMMERCIAL
LOT
Lot WAD: 750 13820 ResAComm Units: County Use Code: 0000
Calculated Acres: 0.659 Se%Aer Type:
Calculated Lot SgFt: 28,706 Water Type:
COMMERCIAL REAL ESTATE SERVICES ONCOR INTERNATIONAL
DAUM PROPERTY REVIEW
PROPERTY PARCEL MAP 0280-131-23
i e
50 so 75 I9+I+ 74 » 60.97 25 U.! 07.15
6-1 4a too r 1
i
387.15 O O
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COMMERCIAL REAL ESTATE SERVICES I a
ONCOR INTERNATIONAL
Section 2 SUMMARY
''//� D A U M
COMMERCIAL REAL ESTATE SERVICES O N C O R INTERNATIONAL
DAUM SUMMARY
EXECUTIVE SUMMARY
December 8,2016
Ms.Lisa Connor,Project Manager
Successor Agency to the
Redevelopment Agency of
City of San Bernardino
201 North E Street,Suite 301
San Bernardino,CA 92401
RE: Opinion of Value
904 South Foisy Street,San Bernardino,CA(APN:0280-131-23)
Ms.Connor:
Pursuant to your request,we have prepared the following report regarding our opinion of value for the above
referenced property. We have utilized the market approach to value for this analysis.
The subject property is approximately 0.66 acres of unimproved flat land that is currently zoned Industrial
Light(IL)and located within the city of San Bernardino. Based upon comparable land sales in the local area
combined with asking prices of comparable industrial land currently available for sale,we believe the market
value of the subject property is as follows:
Market Approach to Value $107,811.00($3.75/SF)
Also enclosed you will find the following:
1. Property profile.
2. An aerial of the subject property.
3. Parcel map
4. Available industrial land for sale in San Bernardino,CA.
5. Industrial land sale comparables in San Bernardino,CA.
We appreciate the opportunity to provide you with this report. Please do not hesitate to call with any ques-
tions.
Sincerely,
DAUM Commercial Real Estate Services
Joseph Paredes Rick John
Associate Executive Vice President
CA License#01895260 CA License#00800783
COMMERCIAL REAL ESTATE SERVICES ONCOR INTERNATIONAL
Section S PROPERTY ANALYSIS
M
COMMERCIAL REAL ESTATE SERVICES O N C O R INTERNATIONAL
MARKET ANALYSIS COMPARABLE PROPERTY DATA
RECENTLY SOLD COMPARABLE PROPERTIES Avg. Sale Price: $123.00 PSF
We have examined and included industrial buildings that Sale Price Range: $80.00 - $221.00 PSF
have the most similar characteristics and location to the sub-
ject property. The properties listed below represent the most Avg. Size: 3,588 Sq. Ft.
comparable and directly competitive properties that have Size Range: 1,300 - 8,000 Sq. Ft.
been recently sold.
2016 Land Comparables-San Bernardino ("As-Is" - "Where-Is")
Property Type Address City State Postal Code Sold Land Size Sale Actual Price Off Market Date
SF Acres PSF
Land S Waterman Ave San Bernardino CA 92408 78,408 SF 1.8 ACRES $3.70 PSF Closed 11/29/2016
Land 111 Cluster St San Bernardino CA 92408 42,689 SF .98 ACRES $4.10 PSF Closed 11/18/2016
Land Washington Ave San Bernardino CA 92408 9,148 SF 0.21 ACRES $3.39 PSF Closed 05/04/2016
& DAUM
I COMMERCIAL REAL ESTATE SERVICES ONCOR INTERNATIONAL
Available Land-San Bernardino
& DAUM
COMMERCIAL REAL ESTATE SERVICES
LAND Avail SF/AC Rate/SF Fncd Status Utilities Listing Notes
# Property Location= Min SF/AC Price/SF Pvd Use Bldg SF Description
1 SE of 3rd St and Waterman Ave 199,534/4.58 Available Gas ❑Q 4.58 Acres Available
San Bernardino,CA 92410 199,505/4.58 $1.98 Mixed Use Water ❑✓ Located on Busy 3rd St with Large Street Frontage
TG:606-J1 APN:0135-351-22 Environmental Rpts:VERIFY; ewer Lot is Zoned for Office and Industrial Park Uses
S
❑Medical,Industrial R&D,Retail Commercial,Educational
Electric❑✓ Services
Tele Acceptable With an Administrative or Developmental
❑Permit
FibrOpt 11 Bldg SF Desc: VERIFY
Zoning:OIP
Property/Listing#:1128515/1037191 Mos on Mkt:30
2 NW of E Mill Stand S Waterman Ave 100,188/2.3 Available Gas ❑2.3 Acres Available
San Bernardino,CA 92408 100,188/2.3 $3.49 Mixed Use Water []Verify All Details
TG:606-J5 APN:0136-271-24 Sewer ❑ Bldg SF Desc: VERIFY
+ 1i
Electric[]
Tele ❑
FibrOpt❑
Zoning:IND
Property/Listing#:869264/408908 Mos on Mkt:107
3 SW of Mill Stand Waterman Ave 175,982/4.04 Yes Available Gas ❑✓t4.04 Acres Available
San Bernardino,CA 92408 175,982/4.04 $3.76 No Ind-Mfg Water ❑✓Access To Waterman Ave&Mill St
TG:606-J2 APN:0136 401-72 Environmental Rpts:VERIFY; Sewer Excellent Development/Owner-User Property
❑Zoned Li ht Industrial/Office-Industrial Park
Electric❑Utilities To Site
Tele []Zoned IL&DIP
FibrOpt C1 Bldg SF Desc: VERIFY
Zoning:IUOIP
Property/Listing#:1143573/516270 Mos on Mkt:78
4 NE of W Highland Ave and N Western Ave 46,609/1.07 No Available Gas ❑✓+/-1.07 Acres Available
San Bernardino,CA 92411 46,609/1.07 $3.84 No Ind-Other Water ❑✓Zoned IL for Light Industrial Use
TG:-- APN:0148-181-03 ewer Industrial land site near two major freeways(210&215) S i Easy Access to the 215&210 Freeways
Curb&Gutter on Wester ❑Utilities Available
Electric[a Bldg SF Desc: --
1 Tele ❑✓
FibrOpt Q
Zoning:IL
Property/Listing#:1823075/1693699 Mos on Mkt:4
5 SW of E Santa Fe Stand S Tippecanoe 39,2049 Yes Available Gas ❑0.9 Acres
Ave 39,204/.9 $4.00 No Ind-Other Water C]Light Industrial Zoning(IL)
San Bernardino,CA 92408 Fully Fenced
TG:-- APN:0280-082-09 Sewer ❑Direct Access to 1-215&I-10 Fwys
Electric❑Ideal for Contractor's or Storage Yard
Tele ❑Great Land Spec Opportunity in Path of Development
Fibr Opt❑ Bldg SF Desc: --
Fibr
Zoning:IL
Property/Listing#:2479962/1578856 Mos on Mkt:10
6 NE ofAmos Ave and Dumas St 39,2049 No Available Gas ❑Flat Topography
San Bernardino,CA 92408 39,204/.9 $4.25 No Ind-Whse/Dist Water ❑✓ Light Industrial Zoninq(Verify)
TG:-- APN:0136-442-27 Sewer ❑ Bldg SF Desc: --
Electric❑✓
+il a Tele ❑
1, Ia
FibrOpt❑
Zoning:LI
Property/Listing#:2867513/1723068 Mos on Mkt:3
This information has been obtained from sources believed reliable.While we do not doubt its accuracy,we have not verified it
and make no guarantee,warranty or representation about it.It is your responsibility to independently confirm its accuracy.
AIR Key Data Page 1 of 2 Date: 12/06/2016
Available Land-San Bernardino
F,jrA DAU M
COMMERCIAL REAL ESTATE SERVICES
LAND Avail SF/AC Rate/SF Fncd Status Utilities Listing Notes
# ;Property Location Migl Price/SF Pvd Use Bldg SF Description
7 9458 S Washington Ave 30,928/.71 No Available Gas ❑Flat Topography
San Bernardino,CA 92408 30,928/.71 $4.26 No Ind-Mfg Water Q Liqht Industrial Zoninq(Verify)
TG:-- APN:0136451-09 Sewer ❑ Bldg SF Desc: --
W Orange Show Rd/S Washington, Electric❑✓
Tele ❑
FibrOpt❑
Zoning:IL
I
Property/Listing#:2867531/1723078 Mos on Mkt:3
8 1069 Lincoln Ave 39,000/.9 Available Gas ❑t0.90 Acres Vacant Land Available
San Bernardino,CA 92408 39,204/.9 $5.13 Ind-Mfg Water ❑Zoned IL
TG:606-J4 APN:0136-422-03 Sewer Development Oppportunity
e Show Rd/Waterman Ave ❑Manufacturing/Distribution/Repair
Orange Electric[]Facility/Mini Storage
Tele []Close Proximity to 10&210 Freeways
FibrOpt❑
Bldg SF Desc: VERIFY
Zoning:IL
Property/Listing#:972827/1576005 Mos on Mkt:11
This information has been obtained from sources believed reliable.While we do not doubt its accuracy,we have not verified it
and make no guarantee,warranty or representation about it.It is your responsibility to independently confirm its accuracy.
AIR Key Data Page 2 of 2 Date: 12/06/2016
DAUM INDUSTRIAL SPECIALIST
JOSEPH F. L. PAREDES
ASSOCIATE
PROFESSIONAL SUMMARY
Joseph has an extensive background in business development and sales & market-
ing. He has worked for mid-sized manufacturers, multi-national distributors, and na-
tional marketers in sales and sales management. His business development experi-
ence combined with his academic background allows for a comprehensive under-
standing of the needs and economic constraints that businesses and property own-
ers encounter in today's volatile economy.
Specializing in landlord and tenant representation in the industrial discipline, Joseph
focuses his efforts within the Inland Empire Market. By understanding the multiple Contact Information:
platforms of internet marketing combined with traditional marketing mediums, Jo- 3595 E. Inland Empire Blvd., Bldg. 5
seph is able to design and implement marketing plans that generate optimal expo- Ontario, CA 91764
sure for his clients' property. Early-on in his industrial real estate career, Joseph de-
veloped a reputation as a tenacious cold caller, seeking buyers and tenants for phone: 909.652.9054
fax: 909.652.9060
DAUM's listings. His mission is to be his clients' most reliable partner in all of their
commercial real estate interests.
joe.paredes @daumcommercial.com
EDUCATION AND PROFESSIONAL AFFILIATIONS
BRE# D/Aq Corp.#01129558
Chapman University- B.A.Cum Laude, Political Science Broker ID# 01895260
American Industrial Real Estate Association (AIR)
National Association of Realtors (NAR)
California Association of Realtors (CAR)
wo DAU M
COMMERCIAL REAL ESTATE SERVICES ONCOR INTERNATIONAL
DAUM INDUSTRIAL
RICK JOHN, SIOR
Executive Vice President Branch Manager
Career Summary
Rick John has over 36 years of commercial real estate experience. With top salesman ac-
colades the last eleven of thirteen years, Rick's thirty year plus career has been focused in
the San Bernardino/Riverside County markets. He is a member of the Society of Industrial
and Office Realtors (SIOR), and served as the 1998 and 2014 President of the SIOR. During
his career, Rick has been responsible for the marketing of 38,000,000 square feet of build-
ings over 5,000 acres of industrial land with a transaction volume of well over one billion
dollars
Contact
Education and Affiliations
University of Southern California B.S. Real Estate
Finance 3595 E.Inland Empire Blvd.
Society of Industrial and Office Realtors SIOR Building 5
National Association of Industrial and Office Properties NAIOP
American Industrial Real Estate Association AIR Ontario,CA 91764
National Association of Realtors NAR rj @daumcommercial.com
California Association of Realtors CAR
California Real Estate Broker License Since 1984
P 909.912.0001
Assignments and Designations F 909.912.0011
Top Salesperson for DAUM Commercial 2010,2011 &2015 C 949.378.4661
DAUM President's Club 2010 thru 2015
Top Salesperson for Collins Commercial 1999 to 2004 and 2006 to 2008
Costar Inland Empire Power Broker Sales Transactions 2003 to 2014 Selected Client List:
Costar Inland Empire Power Broker Leasing Transactions 2003 to 2014
SIOR Largest Cooperative Transaction 1992, 1993&2009 Ashley Furniture
SIOR Largest Investment Transaction 2002 ProLogis
SIOR Largest Land Transaction 1998,2002,2004,2007&2015 Hillwood
SIOR Largest Industrial Transaction 1999,2000,2001,2003 and 2010 California Portland Cement
SIOR Largest Office Lease Transaction 2009,2010,2013&2014 Southern California Edison
SIOR Largest Office Sale Transaction 2011,2014 City of Ontario
City of Rialto
Interests and Involvements City of Colton
American Cancer Society Relay for Life—Team Captain West Coast University
Environmental Nature Center, Newport Beach-Board Member 1999 to Date Bixby Land Company
Paul Harris Fellow LaSalle Investment
Oasis Senior Center—Building Committee Management
Susan G.Komen Foundation—Team Captain
Strategic Planning Advisory Committee—City of Colton
San Bernardino County Sheriff's Department CA License#:00800783
S.S.B. Deputy Volunteer D/AQ Corp#:001 129558
www.daumcommercial.com
& DAUM
COMMERCIAL REAL ESTATE SERVICES ONCOR
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DAUM INDUSTRIAL SOLUTIONS
Industrial real estate is continually evolving in response to market forces. The current shift to lower-cost
overseas markets is creating a surplus of manufacturing facilities in North America and Western Europe.
At the same time, the design of new distribution facilities worldwide is targeting the heightened demand
for operating efficiencies to improve the bottom line.
DAUM stays ahead of the trends, constantly tracking changes and forecasting their effect
on local, regional, national and international property markets around the world. A leader in industrial
real estate, DAUM delivers solutions through comprehensive advisory and transactional services to clients
operating throughout the world
DAUM ADVANTAGE
This is the area of expertise in which DAUM earned its initial reputation and has maintained a
leadership role throughout the ensuing decades. DAUM's competitive advantage is its entrepreneurial
spirit,depth of market coverage, superior service and state of the art technology which allows us to solve
more of our clients' problems faster. This high level of service helps clients acquire more productive and
cost effective industrial properties,or dispose of problematic facilities,enhancing shareholder value.
SINGLE FOCUS
DAUM has a dedicated team of service providers with an exclusive focus on industrial property and
associated tenants, owners, landlords and developers. Our seasoned experts have a thorough under-
standing of industrial clients and the issues related to their properties, from site constraints to
environmental contamination.
INDUSTRY INSIGHT
Industrial property site selection has its own criteria: Proximity to major distribution highways, technical
building specifications, labor issues, economic incentives and geographic location all come into play.
We understand the implications of these factors and guide clients through the decision making process.
& DAUM
COMMERCIAL REAL ESTATE SERVICES O N C O R INTERNATIONAL
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SPECIALIZED EXPERTISE
DAUM fields specialized service teams in areas including logistics, automotive, natural resources, man-
ufacturing, food and environmental. Our additional niche expertise — from aerospace and defense to
paper and packaging,utilities, engineering, construction and building materials,chemicals, minerals and
metals—provides invaluable support for DAUM clients.
GLOBAL CAPABILITIES
DAUM offers local market expertise and start-to-finish industrial real estate services worldwide. Whether
handling one-off assignments or developing global strategies, our offices help clients the world over
analyze and respond to market conditions through its ONCOR International affiliation.
SERVICES
DAUM provides a full line of real estate services to ensure clients of the necessary support and exception-
al performance needed to manage their industrial portfolios.
ACQUISITIONS AND DISPOSITIONS
Our technological expertise, coupled with extensive market knowledge, facilitates acquisitions and
dispositions of industrial buildings and land. We explore all facets of any proposed
transaction — including lease versus own, financial ramifications, practical applications,
intended life of the project, expansion/retrofit opportunities and exit strategy—to maximize productivity,
minimize risk and provide value to the client.
BUILT-TO-SUIT
Our relationships with bankers, lenders and investors — combined with our demonstrated
expertise in structuring complex transactions — enable DAUM investment specialists to place long-term
and mezzanine debt financing for operating properties, construction development projects, owner-
occupied facilities and tax-exempt organizations..
MIGRATION STRATEGIES AND SITE SELECTION
DAUM is on the forefront of helping clients throughout the life cycle of their industrial real estate needs,
from the disposition of surplus properties to the acquisition of new facilities in other markets. We also
provide site selection advice to identify critical location criteria, negotiate grants and incentives, and
manage projects both at client headquarters and from the ground up.
& DAUM
COMMERCIAL REAL ESTATE SERVICES O N C O R INTERNATIONAL
DRUM INDUSTRIAL SOLUTIONS
To be our clients' Provide valued services that
mast valued relationship achieve desired results and
in commercial real estate. earn the trust of our clients.
VISION VALUES MISSION
Place our client`s interests
as our highest priority.
Demonstrate professional
integrity every day.
Understand client's needs.
Communicate frequently.
Thank our clients.
OUR GUIDING PRINCIPLES
RESULTS
COMMERCIAL REAL ESTATE SERVICES O N C O R I N T E R N A T I O N A L
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DAUM COMPANY PROFILE SUMMARY
EXPERIENCED PROFESSIONALS
EXPERIENCE MATTERS
DAUM has more than 135 agents in nine (9) branch offices throughout Southern California
and Phoenix, Arizona. Each agent at DAUM is equipped with state-of-the art technology and market
research to assist their clients make more informed decisions concerning their real estate assets.
Coupled with a wealth of experience, specialized disciplines, and a strong client service background,
DAUM agents are willing and prepared to assist you with all your real estate needs.
STRONG REGIONAL COMPANY SINCE 1904
REPUTATION MATTERS
For more than a century, DAUM has the unmatched reputation as an ethical, energetic and creative
problem solver. DAUM has helped thousands of local and national clients maximize their real estate
values through site selections, acquisitions, dispositions, leasing, property management and consulting.
DAUM understands its markets better than the competition and will take action more quickly than many
larger national companies.
NATIONAL & INTERNATIONAL REACH THROUGH AFFILIATIONS
REACH MATTERS
DAUM uses its affiliation with ONCOR International, SIOR, ICSC, CCIM, CIREI, AIR and other professional
organizations to provide seamless professional services to clients wherever needed.
&22 DAU M
O N C O R INTERNATIONAL
COMMERCIAL REAL ESTATE SERVICES
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DAUM A PIONEERING GROWTH
■ 100+Year Heritage
■ Early Vision
IN Leadership Position
■ Full Range of Services
"Just as in the days of its
IN Cuffing Edge Technology visionary founder, DAUM
continues to provide its
■ Personal Service clients with the highest level
IN Commitment to Client Needs of professional service-
today and tomorrow."
Early on, the leadership of DAUM recognized the critical importance of communication and personal
service in satisfying clients' needs. This expressed itself in the excellence of the full range of contempo-
rary real estate services-from industrial and office brokerage to property management and investments
-provided by DAUM in market areas within which the company achieved unrivaled expertise.
While others failed to envision the future with similar clarity, this foresight enabled DAUM in its formative
years,to attract such household names as Goodyear Tire & Rubber Company to build major plants in the
area. A series of similar DAUM-driven transactions followed with equally impressive names like Firestone
Tire. Many companies saw the promise of the West, after countless cross-country marketing missions by
DAUM officials.
The priority DAUM placed on communication and personal service also revealed itself in corporate
growth in market coverage as DAUM opened new offices in a timely manner in emerging markets,while
thoughtfully expanding services to meet the changing needs of its clients.
With the new Century underway, DAUM continues to be committed to maintaining its sensitivity to
personal service and communication. Yet, DAUM is not resting on its laurels. The company is dedicated
to offering the benefits of cutting edge technology regarding how market data is gathered and dissemi-
nated, in the interest of making certain DAUM's clients receive the best information at the earliest mo-
ment in order to assure sound decision-making.
Accordingly, DAUM employs the latest in communications technology, both for generating current
market data for clients, while achieving state-of-the-art internal communication via a modern computer
network unifying its offices throughout Southern California and Arizona.
Just as in the days of its visionary founder, DAUM continues to provide its clients with the highest level of
professional service-today and tomorrow.
FIAT DAV M
O N C O R INTERNATIONAL
COMMERCIAL REAL ESTATE SERVICES
DAUM AND LOS ANGELES A PARTNERSHIP FOR SUCCESS
In the early 1900's, the City of Los Angeles was an Los Angeles is also one of the world's most interna-
emerging metropolis, teeming with entrepreneuri- tional cities, encompassing a vibrant potpourri of
al spirit. It was here where William H. Daum first cultures from all over the world. The international
came to the city as an agent for the Santa Fe reach of the city coincides with DAUM's global
Railway. Recognizing that the best way to build real estate capabilities, with its affiliations and
commerce was to attract new businesses, Daum worldwide partners. While DAUM remains a local
founded Los Angeles' first commercial real estate leader, it has expanded its services to encompass
brokerage firm in 1904, a venture that was instru- key markets throughout the world.
mental in bringing more than 6,500 companies
into the fledgling Los Angeles market and helping
the city grow into one of the most commercially
and culturally relevant market places in the world.
More than a century later, as Los Angeles' strate-
gic position in the global economy continues to
place greater demands on its real estate, DAUM's a
vision is more alive than ever. Remaining true to .
its core values, DAUM continues to serve as a + R!l
visionary partner for its real estate clients, helping
them to better position their businesses and take Founder W.H.Daum,Sr.,son Richard H. DAUMs Corporate
full advantage of developing local, regional and Daum,and son W.H.Daum,Jr.;circa 1965 HQ Today
global opportunities. DAUM continues its legacy Perhaps the most important catalyst to Los Ange-
of providing best-of-class services in office, indus- les' commercial success has been its ability to
trial,corporate,retail and investment properties. reinvent itself. The city's first wave of industrial
erjri, development occurred within a five-mile radius of
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Irk i ' downtown, and was limited to basic industries,
:'•:�: such as chemicals, tires, oil and steel. Today, the
4lraaral!.alia.
LA industrial landscape spans virtually every indus-
try and has moved to new markets, far from
downtown. DAUM has responded by working to
understand the individual needs of each client
Pico House,downtown Pico House,downtown
Los Angeles in the early 1880s Los Angeles(2005) and providing customized solutions to maximize
the utility and value of their real estate
One hallmark of the Los Angeles marketplace is its wherever it might be.
ability to grow on a regional scale. Beginning as
From its days as a small outpost in the far western
a concentrated, downtown center, Los Angeles corner of the United States to its current status as
County now spans more than 4,061 square miles
a thriving metropolis that sets the tone for global
and 88 incorporated cities. With eight offices
commerce, a constant remains in Los Angeles;
throughout southern California and one in Phoe- DAUM. From the first freight company that William
nix, Arizona, DAUM is ideally positioned to address H. Daum convinced to move west to the many
the commercial real estate needs of the greater
thousands of corporations represented by DAUM
Los Angeles basin and beyond.
since, Los Angeles and DAUM have an unparal-
leled partnership based upon vision, growth, and
ultimately success.
& DAUM
COMMERCIAL REAL ESTATE SERVICES O N C O R INTERNATIONAL
CLIENT SATISFACTION, REPEAT BUSINESS DAUM HALLMARK
Such strong support for DAUM has its roots in the early part of the 20th-century when DAUM established
itself as a pacesetter in the dynamic growth of the West. During this time the unrivaled vision of DAUM
attracted such familiar names as Goodyear Tire &Rubber Company to build major plants in the region.
Since that time, numerous leading corporations, representing a broad range of business
activities, have followed that lead in engaging DAUM's talents. Rubbermaid, Northrop, Sanyo, Medtron-
ic, Chevron, Michelin, AmerisourceBergen, Adidas America, Master Halco, Honeywell Aerospace, Nikota
USA, Tatung, Reitek and the Automobile Club of Southern California are just a few of these outstanding
names. Clearly, DAUM has rightly earned this enviable standing within the corporate and real estate
communities. We have listed a few of the numerous accolades afforded DAUM by its satisfied clients.
DAUM views such expressions as its most important qualification for establishing a similar association with
your company.
DAUM continues to attract clients not only because of its full range of real estate service, but enhances
this appeal on the strength of its global outreach through strategic affiliations, complemented by its unri-
valed local and regional market expertise.
• Providing Clients with Profitable Solutions ■ Client Peace of Mind
• Ongoing Concern for Client ■ Full Range of Services
• Unrivaled Local and Regional Market Expertise ■ Client Satisfaction
• Advanced Technical Support ■ Understanding Client Needs
• Prompt Response to Special Needs
"I'd like to express my appreciation for your (DAUM) invaluable contribution to the Technicolor
transaction. As you know, this 300,000 square foot lease represents the largest industrial warehouse lease
in Ventura County in over five years. However, as significant as that fact is, it does not begin to convey
the complexity that characterized negotiations... and your professional conduct."
Raymond W. Love
Vice President and Investment Manager Wells Fargo Real Estate Equity Fund
.. I would like to bring the services of DAUM's office division to your attention. Your knowledge of the
Orange County office market, ability to negotiate to the specific needs of my company and coordinate
a smooth conclusion to our lease was key to this assignment's success and assisted my department
significantly.
Patrick J. Branin
Director, Wyeth-Ayerst Laboratories,a Division of American Home Products
"It has been a pleasure to have had both the working relationship and the technical real estate support
of your DAUM real estate office as I pursued the possibilities for expansion and relocation for Rockwell
Network Systems. I am most appreciative of your prompt response to our special needs."
Thomas W. Vestal
Manager,Facilities, Rockwell Telecommunications
& DAUM
COMMERCIAL REAL ESTATE SERVICES O N C O R INTERNATIONAL
DAUM
REPEAT RESPECTED CLIENTS, BUSINESS, • C • OUTREACH
A hallmark of a leading commercial real estate company is, in fact, the company it keeps. Repeat
business with a diversity of satisfied corporate clients over a broad geographic landscape enhances this
reputation with the values of respect and trust.
DAUM has earned such a reputation, one time-tested and growing. Since 1904, DAUM has assisted a
"who's who" of household names and leaders of Corporate America in satisfying their real estate needs.
A partial list of DAUM's valued clients follow:
Ace Hardware Corporation Conair Corporation Host International Orange National Bank Sumitomo Marine Management(USA)
Adidas USA Conoco Oil Company Hubbell Industries,Inc. Orgill Sunstrand Data Control
AEGON USA Realty Consolidated Foods Corporation Hughes Aircraft Owens Corning Surf Management,Inc.
Allied Chemical Corporation Consolidated Freightways,Inc. Hughes Electronics P.D.A. Taco Bell
Allis-Chalmers Corporation Container Corporation of America Hughes Tool Company Pacific Gulf Properties,Inc. Tandy Corporation
Allstate Imaging Supply Cart Furniture Hunt-Wesson Foods,Inc. Pacific Mutual Life Insurance Tatung
AMB County of Riverside IBM Corporation Pacific Telephone&Telegraph Teledyne
American Cyanamid Company County of San Bernardino Improv Comedy Clubs&Restaurants Packard-Bell Electronics Telex
American Electronics Association Crown Zellerbach Corporation Intec Corporation Paramount Pictures Texaco
American Honda Motor Company C.S.America,Inc. Intel Corporation Parker-Hannifin Corporation Textron,Inc.
American Hospital Supply Corporation Digital Equipment International Harvester Corporation Payless Shoes The Boys Market,Inc.
American Isuzu Motor Company Dole Food Corporation International Paper Payless/Thrifty Drug The Carlson Company
American Savings Bank Dominos Pizza International Tel&Tel Corporation Penske Corporation The Clorox Company
AmerisourceBergen Dow Chemical ITT Financial Pep Boys Stores The Greyhound Corporation
Amoco Chemicals Corporation Dresser Industries ITT Industries Pepperdine University The Hewson Corporation
Anheuser-Busch,Inc. Duckett Wilson J.P.Stevens,Inc. Phelps Dodge Corporation The Koll Company
Armco Steel E.F.Data/California Microwave JC Penney Company,Inc. Pier 1 Imports The Limited
Armor All E.I.Dupont DeNemours&Company K.F.C.Corporation Pllkington Aerospace The RREEF Funds
Ashland Oil E.R.Squibb&Sons K-Mart Corporation Playtex International The Sony Corporation of America
Atlas Van Lines Eastman Kodak,Inc. Kaiser Permanente Potlatch Corporation The Vollrath Company,Inc.
Automobile Club of So.California ELS Brake Parts Kelly Services PPG Industries 3M Company
Avon Products Emerson Electric Company Kern Foods,Inc. Prentiss Properties Tillotson Corporation
Baker Hughes,Inc. Equitable Life Insurance Kidde Presson Advisory L.L.C. Times Mirror
Bank of America,N.T.&S.A. Equitable Real Estate Services Kilroy Realty Corporation Price/Costco Tinsley Laboratories
Bank of California Evergreen International Kiva Container Price Investments Topdanmork Bank,N.A.
Bank of the West Fairchild Lo Jolla Bank&Trust Company Price REIT Toys'R'Us
Beal Bank Falcon Products,Inc. Leach Corporation Principal Financial Group Trammell Crow Company
Beatrice Foods Farmer Brothers Coffee Little Caesar's Pizza Prudential Insurance Company Trus Joint MacMillan
Betchel Corporation Fedco,Inc. Little Tykes/Rubbermaid,Inc. Purex Corporation,Ltd. TRW,Inc.
Bekins F.D.I.C. Lockheed RGR Development Corporation Tutor/Saliba
Bell&Howell Company Federal Express Lusk Radio Corporation of America U.S.Bank Corporation
Birtcher Pacific Federal Mogul Malbert Mitchell Grinding Ralphs Grocery Company Union Bank
BMW of North America Firestone Master Halco Raytheon Corporation Union Carbide
Boeing Flying Tigers Mc Donald's Reitek Unisys Corporation
Brinker International Frito-Lay,Inc. Medtronic Revlon/MocAndrews&Forbes United Artists Theatre Circuit
Brinks Armored Car Services Fujita Property Management Meyer Properties Rockwell International United Companies
Brinks,Inc. Gates Rubber Company Michelin Roger Dunn Golf United Parcel Service
Burger King General American Life Insurance Co. Micropolis Corporation Rubbermaid Corporation United States Gypsum Company
Burroughs Corporation General Dynamics Minolta Business Equipment Ryder Trucks United States Steel Corporation
C&R Clothiers General Electric Company Mitsui Fudosan S.S.Kresge Company United Technologies Packard
Cabot,Cabot&Forbes General Foods Corporation Montgomery Ward&Company Safeway Stores,Inc. Uno-Cal of California
Cabot Partners General Motors Corporation Motorola,Inc. Sammis Company Valley National Bank of Arizona
Carls Jr. Georgia-Pacific,Inc. Nalco Chemical,Inc. Santa Fe Pacific Realty Corporation Value Property Trust
Catalina Furniture Global Van Lines National Bank of So.California Sanwa Bank of California W.J.Schaefer,Inc.
Catellus Development Corporation Goodwill Industries National Car Rental Sanyon Fisher(USA)Corporation Walker Manufacturing-
Certified Grocers Company Goodyear Tire&Rubber Company National Pacific Mortgage Company Scoff Paper Company A Division of Tenneco Automotive Inc.
Chesapeake Consumer Products Great Western Bank Nexxus,Inc. Scotts Lawn Company Watt Industries
Chevron Petroleum GTE of California Nissan Carbide Sears,Roebuck&Company Weingard Foundation
Chief Auto Parts H&R Block Norelco Industries,Inc. Smart&Final Wells Fargo Bank
Chrysler Credit Corporation Hallmark Cards,Inc. Norris Industries,Inc. Southern Pacific Trans.Company Westco Products
Citibank of Arizona Harman International Northrop Corporation Southwest Forest Industries Western Digital
City of Los Angeles Harte-Hanks Communications Northrop Grumman Sport Chalet Western Electric Company
City of Moreno Valley Hertz Norwest Mortgage Corporation Standard Brand Paint Company Westinghouse Electric Corporation
City National Bank Hewson Development Corporation Ogden Entertainment Services Stater Brothers Markets Weyerhauser,Inc.
Classic Properties Hirsch International Corporation Oltmans Construction Company Stroud's Linens Xerox Corporation
Combustion Engineering Honeywell Aerospace Omni Bank Subway Sandwiches YKK(U.S.A.)Inc.
*Or" DAUM
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COMMERCIAL REAL ESTATE SERVICES ONCOR INTERNATIONAL
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ONCOR INTERNATIONAL
The ONCOR International"organization is a membership-based premier commercial real estate network.
Headquartered in Parsippany, NJ, ONCOR International LLC oversees The ONCOR International- Net-
work of members that are highly motivated, entrepreneurial-minded commercial real estate profession-
als who are leaders in their respective markets. As a subsidiary of Realogy Holdings Corp., ONCOR Inter-
national LLC has access to the resources of one of the most respected names in global real estate.
WORLDWIDE HEADQUARTERS
1 Campus Drive LEVERAGE
Parsippany, NJ 07054 THE
USA
POWER
Phone: +1 973.407.6363 'x'
Fax: +1 973.407.4666
SERVICES AND OPERATIONS
ONCOR International"' Network professionals have expertise in the sale, purchase and brokerage of all
types of commercial property: Industrial, Office, Retail, and others.
ONCOR International members can provide a broad spectrum of real estate services,tools,resources,
and industry research. Each member firm is independent and specific services and capabilities may vary;
however,they generally include:
• Corporate Real Estate Services
• Tenant representation
• Office,industrial and retail leasing
• Facilities management
• Asset and property management
• Investment sales for institutional and private investors
• Real Estate-related Financial Services
• Real Estate Development Planning Services
SELECTED CLIENTS
ABN AMRO Bank I American Hotel Register I American Express I AT&T Broadband I Bank of America I
Baxter I Bell Microproducts I Blue Cross &Blue Shield I Borders Books &Music I British Airways I
Burlington Resources I Camp Dresser& McKee, Inc. I Citibank I Coca-Cola I Computer Associates
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EXHIBIT "E"
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
SELLER: Successor Agency to the Redevelopment Agency
of the City of San Bernardino
BUYER: HIP So Cal Properties LLC, a California
limited liability company
DATED: December 19, 2016
(904 South Poisy Street, APN 0280-131-23)
BASIC TERMS
Buyer: HIP So Cal Properties LLC, a California limited liability company
Buyer's Address: HIP So Cal Properties LLC, a California limited liability company
Attention: Timothy J. Howard
155 North Riverview Drive
Anaheim, CA 92808
Tel. (714) 769-9155
Fax: (714) 685-1500
Email: Thowardghipre.net
City: The City of San Bernardino
Closing Contingency Date: April 10, 2017
Closing Date (or Closing) Estimated to occur by April 19, 2017,but not later than the Outside
Date
Deed: A grant deed in the form of Exhibit B hereto
Effective Date: December 19, 2016
Escrow Holder: First American Title Insurance Company
1855 West Redlands Blvd., Suite 100
Redlands, CA 92373
Tel: (909) 380-8776
Fax: (866)232-4615
Attention: Cheryl Zanini, Escrow Branch Manager/Escrow Officer
(direct: (909) 380-8776; email: czanini @firstam.com
(or another escrow holder mutually acceptable to Buyer and Seller)
Independent
Consideration Amount: Two Hundred Dollars ($200.00)
Outside Date: May 10, 2017; provided that such date may be extended by mutual
writing agreement by Seller and Buyer
Purchase Price: One Hundred Twenty Two Thousand Four Hundred Seventy Three
Dollars and Thirty Cents ($122,473.30.00)
Real Property: That property described in Exhibit A hereto;the subject property is
sometimes referred to as APN 0280-131-23
Seller: Successor Agency to the Redevelopment Agency of the City of San
Bernardino
Seller's Address: 300 N. "D" Street
San Bernardino, California 92418-0001
Attention: Mark Scott, City Manager
Tel. (909) 384-5122
Fax: (909) 384-5138
Email: Scott_Ma @sbcity.org
Soil and Title Contingency
Date: March 9, 2017
Title Company: First American Title Insurance Company
1855 West Redlands Blvd., Suite 100
Redlands, CA 92373
Tel: (909) 380-8726
Attention: Tammy Kerr, Senior California Title Officer
(direct: (909) 380-8726; email: tkerr @firstam.com)
(or another title insurer mutually acceptable to Buyer and Seller)
2
PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS ("Agreement") is made and entered into as of December 19, 2016 (the "Effective
Date")by and between Seller and Buyer.
RECITALS
A. Seller is the fee owner of the Real Property. The Real Property is unimproved.
B. Seller has offered to sell to Buyer the Real Property described herein for the price
and subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy
from Seller the Real Property, as more specifically described below.
C. In addition to the Purchase Price, material considerations to Seller in agreeing to
enter into this Agreement, Buyer has:
(i) Agreed to pay to Seller the Independent Consideration Amount;
(ii) Informed Seller of its intent to acquire adjacent real property from third-
parties for the purpose of obtaining development entitlements and subsequently developing the
assembled site with an approximately 200,000 square foot industrial facility valued at approximately
$20,000,000; and
(iii) Further informed Seller that it is committed to cooperatively working with
the City's planning staff to ensure that the standards set-forth within the City's entitlements for the
intended industrial facility are consistent with the City's design expectations.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Buyer agree as follows:
2. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and
Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth
in this Agreement. The term Real Property is defined collectively as the following:
(a) The fee interest in the Real Property to be conveyed by a grant deed in the
form of the Deed; and
(b) All personal property, equipment, supplies, and fixtures owned by Seller and
located at the Real Property.
3. Payment of Consideration. As consideration for the sale of the Real Property from
Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price for
the Real Property. Upon payment of the Purchase Price (less any adjustments made to clear liens
and to defray Seller's costs of sale including, but not limited to, the preparation of legal documents
3
and validation of the purchase price incurred by the City of San Bernardino and the Seller's share of
closing costs),the use of sales proceeds by Seller is a matter with which Buyer is not concerned.
4. Escrow and Independent Consideration.
(a) Opening of Escrow. For the purposes of this Agreement, the escrow
("Escrow") shall be deemed opened ("Opening of Escrow") on the date that Escrow Holder receives
a copy of this Agreement fully executed by Buyer and Seller. Buyer and Seller shall use their best
efforts to cause the Opening of Escrow to occur on or before five (5) business days after the
Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the
Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or
customary supplemental escrow instructions or other instruments reasonably required by Escrow
Holder to consummate the transaction contemplated by this Agreement; provided, however, that no
such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this
Agreement. If there is any conflict or inconsistency between the terms of such instruments and the
terms of this Agreement, then the terms of this Agreement shall control. Without limiting the
generality of the foregoing, no such instruments shall extinguish any obligations imposed by this
Agreement or any other agreement between Seller and Buyer.
(b) Independent Consideration. Within two (2) days after the Effective Date,
Buyer shall pay to Seller the Independent Consideration Amount to be retained by Seller as non-
refundable independent consideration. The Independent Consideration Amount has been bargained
for and agreed to as consideration for Seller's execution and delivery of this Agreement and Buyer
holding the Real Property off the market for a period commencing as of the Effective Date and
continuing until the Outside Date and for the rights and privileges granted to Buyer herein,
including any and all rights granted to Buyer to terminate this Agreement under the circumstances
provided for herein. Notwithstanding anything to the contrary contained in this Agreement, the
Independent Consideration Amount shall be non-refundable in all events, except for (i) Seller's
default hereunder, (ii) the failure of the Oversight Board to approve the sale of the Real Property as
provided under this Agreement, and (iii) actions by the California Department of Finance ("DOF")
which prevent the disposition of the Real Property to Buyer as provided under this Agreement. If
the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the
Independent Consideration Amount.
(c) Closine. For purposes of this Agreement, the "Closing" or "Closing Date"
shall be the date the Deed (as defined below) is recorded pursuant to applicable law in the county in
which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing
shall occur on the Closing Date, or as soon thereafter as the conditions precedent to closing are
satisfied pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason,
occurred by the Closing Date, then either Buyer or Seller may terminate this Agreement by
delivering written notice to the other at any time after the outside Closing Date; provided, however,
that if either party is in default under this Agreement at the time of such termination, then such
termination shall not affect the rights and remedies of the non-defaulting party against the defaulting
party.
5. Seller's Delivery of Real Property and Formation Documents. Within ten (10)
days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the
Property Documents"):
4
(a) Such proof of Sellers' authority and authorization to enter into this
Agreement and to consummate this transaction as may be reasonably requested by Buyer and the
Title Company consistent with the terms of this Agreement, including without limitation approval of
the Oversight Board of the sale of the Real Property by Seller to Buyer.
In addition, Seller shall cause Escrow Holder to obtain and deliver to Buyer a Natural
Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the
"Natural Hazard Report")on or before the Soil and Title Contingency Date.
6. Buyer's Right of Entry. From and after the Opening of Escrow through the earlier
to occur of the termination of this Agreement or the Soil and Title Contingency Date, or as
otherwise agreed in writing by Seller prior to entry is effected, Buyer and Buyer's employees,
agents, consultants and contractors shall have the right to enter upon the Real Property during
normal business hours, provided reasonable prior notice has been given to Seller.
(a) Investigation of the Real Propert y. In addition to the foregoing, the Buyer
shall have the right, at its sole cost and expense, prior to the Soil and Title Contingency Date, to
engage its own environmental consultant (the "Environmental Consultant") to make such
investigations as Buyer deems necessary or appropriate, including any "Phase 1" or "Phase 2"
investigations of the Real Property. If, based upon such evaluation, inspections, tests or
investigation, Buyer determines that it, in its discretion, does not wish to proceed with purchase of
the Real Property based upon the condition of the Real Property, Buyer may cancel this Agreement
by giving written notice of termination to Seller on or before the Soil and Title Contingency Date
which specifically references this Section 5. If Buyer does not cancel this Agreement by the time
allowed under this Section 5, Buyer shall be deemed to have approved the evaluation, inspections
and tests as provided herein and to have elected to proceed with this transaction on the terms and
conditions of this Agreement. Seller shall be provided a copy of all reports and test results provided
by Buyer's Environmental Consultant promptly after receipt by the Buyer of any such reports and
test results without any representation or warranty as to their accuracy or completeness.
Buyer shall bear all costs, if any, associated with restoring the Real Property to
substantially the same condition prior to its testing by or on behalf of Buyer if requested to so do by
Seller but excluding any latent defects or Hazardous Materials (as defined below) discovered by
Buyer during its investigation of the Real Property. Buyer agrees to indemnify, protect, defend (with
counsel satisfactory to Seller) and hold Seller and the Real Property free and harmless from and
against all costs, claims, losses, liabilities, damages,judgments, actions, demands, attorneys' fees or
mechanic's liens arising out of or resulting from any entry or activities on the Real Property by
Buyer, Buyer's agents, contractors or subcontractors and the contractors and subcontractors of such
agents, but in no event shall the indemnity of this Section include the discovery of pre-existing
conditions by Buyer or any such liabilities, costs, etc. arising from the negligence or willful
misconduct of Seller and/or its consultants. The indemnity obligations of Buyer set forth in this
Section 5(a) shall survive any termination of this Agreement or the Close of Escrow.
"Hazardous Materials" means any substance, material, or waste which is or becomes
regulated by any local governmental authority, the County, the State of California, regional
governmental authority, or the United States Government, including, but not limited to, any material
or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or
"restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section
25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste
5
Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health
and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance
Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste"
under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95
(Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous
substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7
(Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii)
polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely
hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4,
Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water
Act(33 U.S.C. §1317), (x) defined as a"hazardous waste"pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as
"hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation,and Liability Act, 42 U.S.C. §6901 et seq.
(b) No Warranties as To the Real Property. The physical condition and
possession of the Real Property, is and shall be delivered from Seller to Buyer in an "as is"
condition, with no warranty expressed or implied by Seller, including without limitation, the
presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or
unknown seismic faults, or the suitability of the Real Property for development purposes. In
addition, Seller makes no representations, warranties or assurances concerning the Real Property, its
suitability for any particular use or with regard to the approval process for entitlements as to the
Real Property.
(c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall
comply with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the
United States, the state, the County, the City, or any other political subdivision in which the Real
Property is located, and of any other political subdivision, agency, or instrumentality exercising
jurisdiction over the Real Property ("Governmental Requirements") with respect to Hazardous
Materials.
7. Buyer's Conditions Precedent and Termination Right.
(a) Conditions Precedent. The Closing and Buyer's obligation to consummate
the purchase of the Real Property under this Agreement are subject to the timely satisfaction or
written waiver of the following conditions precedent (collectively, "Buyer's Contingencies"), which
are for Buyer's benefit only.
(i) Title Review. Within twenty (20) calendar days after the Opening of
Escrow, but in no event later than the thirtieth (30th) day after the Effective Date, Seller shall cause
the Title Company to deliver to Buyer a preliminary title report (the "Report") describing the title to
the Real Property, together with copies of the plotted easements and the exceptions (the
"Exceptions") set forth in the Report; provided that the cost of the Report shall be borne by Seller.
Seller acknowledges that the Buyer's Title Policy shall include an endorsement against the effect of
any mechanics' liens; Seller will provide such indemnity or other assurances as necessary to induce
the Title Company to provide such endorsement. On or before the Soil and Title Contingency Date,
Buyer shall have approved in writing, in Buyer's sole discretion, any matters of title disclosed by
the following(collectively,the "Title Documents"): (i)the Report; (ii) the Exceptions; (iii)the legal
description of the Real Property and (iv) any survey Buyer desires to obtain at Buyer's sole cost and
6
expense. Buyer shall have the same rights to approve or disapprove any exceptions to title that are
not created by Buyer and that come into existence after issuance of the Report but prior to Closing.
Seller shall, on or before the Closing, remove all deeds of trust, mortgages, and delinquent taxes
(but not the lien for any real property taxes or assessments not yet delinquent).
(ii) Buyer's Title Policy. On or before the Closing, the Title Company
shall, upon payment (by Buyer) of the Title Company's premium, have agreed to issue to Buyer, a
standard ALTA owner's policy of title insurance insuring only as to matters of record title
("Standard Buyer's Title Policy") in the amount of the Purchase Price showing fee title to the Real
Property vested solely in Buyer and subject only to the (i)the standard, preprinted exceptions to
Buyer's Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet
delinquent; (iii)matters affecting the Real Property created by or with the written consent of Buyer;
and (iv) those matters specifically approved in writing by Buyer. Buyer shall have the right, at its
sole cost and expense, to obtain coverage beyond that offered by a standard ALTA policy (such as
an owner's extended coverage ALTA policy); provided, however,that Buyer's ability to obtain such
extended coverage shall not be a Buyer's Contingency and Buyer's obligations hereunder shall in no
way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole
responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other
matters required by the Title Company for such extended coverage.
In the event Buyer enters into a loan agreement to generate moneys to
purchase the Real Property from Seller under this Agreement, Buyer and not Seller shall be
responsible for the title. insurance, closing costs and any other costs, fees or expenses in relation to
Buyer obtaining such loaned moneys. The sale shall be all cash to Seller.
(iii) Physical and Legal Inspections and Studies. On or before Soil and
Title the Contingency Date, Buyer shall have approved in writing, in Buyer's sole and absolute
discretion, the results of any physical and legal (but not feasibility or economic) inspections,
investigations, tests and studies Buyer elects to make or obtain, including, but not limited to,
investigations with regard to zoning, building codes and other governmental regulations;
engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies;
environmental investigation or other invasive or subsurface testing; and any other physical or legal
inspections and/or investigations as Buyer may elect to make or obtain.
(iv) Natural Hazard Report. Seller shall cause the Escrow Holder to
provide to Buyer prior to the Soil and Title Contingency Date the Natural Hazard Report described
at Section 8(a)(iii) of this Agreement; provided that Buyer shall bear the cost to prepare such
Natural Hazard Report.
(v) Property and Formation Documents. On or before the Soil and Title
Contingency Date, Buyer shall have approved in writing, in Buyer's reasonable discretion, the
terms, conditions and status of all of the Property Documents.
(vi) Delivery of Documents. Seller's delivery of all documents described
in Section 8, below.
(vii) Representations and Warranties. All representations and warranties
of Seller contained in this Agreement shall be materially true and correct as of the date made and as
of the Closing.
7
(viii) Title Company Confirmation. The Title Company shall have
confirmed that it is prepared to issue the Buyer's Title Policy consistent with the provisions of this
Agreement.
(ix) Oversight Board and DOF Approval. The Oversight Board and, if
required as a condition of the issuance of title insurance or by either party hereto, approval by DOF,
shall have been given as to the disposition of the Real Property by Seller to Buyer under this
Agreement.
(x) No Default. As of the Closing, Seller shall not be in default in the
performance of any material covenant or agreement to be performed by Seller under this
Agreement.
(b) Termination Right. Each of(i), (ii) and (iii) shall operate independently and
each shall entitle Seller to terminate this Agreement, as follows:
(i) If the Independent Consideration Amount is not paid by Buyer to
Seller by the Initial by the time set forth therefor in Section 3(b)(i) of this Agreement, then this
Agreement shall terminate upon Seller giving notice thereof to Buyer;
(ii) If any of Buyer's Contingencies not be met by the Closing
Contingency Date, and Seller so informs Seller, Buyer may, by written notice to Seller, terminate
this Agreement.
If this Agreement so terminated, then (except to the extent expressly allocated to one party
hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless
Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not
been terminated pursuant to (i) or (ii) of this Section 6(b) and Buyer has neither terminated this
Agreement in writing ("Termination Notice") on or before 5:00 p.m. on the Monday preceding the
scheduled Closing ("Termination Notice Deadline"), then all such Buyer's Contingencies shall be
deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has
not delivered a Termination Notice as the items set forth in Sections 6(a)(i)-(xi) inclusive, prior to
the Termination Notice Deadline, such Buyer's Contingencies shall be deemed to have been
satisfied.
If this Agreement is terminated, then (except to the extent expressly allocated to one party
hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless
Seller is in default hereunder, in which case Seller shall pay all such fees.
(c) Seller's Cure Right. Buyer shall notify Seller, in Buyer's Termination
Notice, of Buyer's disapproval or conditional approval of any Title Documents. Seller shall then
have the right, but not the obligation, to (i)remove from title any disapproved or conditionally
approved Exception(s) (or cure such other title matters that are the basis of Buyer's disapproval or
conditional approval of the Title Documents) within five (5) business days after Seller's receipt of
Buyer's Termination Notice, or (ii)provide assurances reasonably satisfactory to Buyer that such
Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any
such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the
applicable period, to remove such Exception at or before the Closing. Seller's failure to remove
such Exception after committing to do so shall be a default hereunder. An Exception shall be
8
deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue
the Buyer's Title Policy, as defined herein, at the Closing deleting such Exception or providing an
endorsement (at Seller's expense) reasonably satisfactory to Buyer concerning such Exception. If
Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure
other matters) within such five (5) business day period, Buyer shall have three (3) business days
after the expiration of such five (5) business day period to give Seller written notice that Buyer
elects to proceed with the purchase of the Real Property subject to the disapproved Title
Document(s), it being understood that Buyer shall have no further recourse against Seller for such
disapproved Title Exception(s).
8. Seller's Conditions Precedent and Termination Right. The Closing and Seller's
obligations with respect to the transaction contemplated by this Agreement are subject to the timely
satisfaction or written waiver of the following condition precedent("Seller's Contingencies"), which
are for Seller's benefit only:
(a) Completion of Title Review. Seller shall have received written confirmation
from Buyer on or before the Soil and Title Contingency Date that Buyer has completed its review of
title and that the condition of title satisfactory.
(b) Confirmation Concerning Site. Seller shall have received written
confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has reviewed
the condition of the Real Property, including without limitation concerning Hazardous Materials,
zoning and suitability, and approves the condition of the Real Property.
(c) Confirmation Regarding Buyer's Title Policy. Seller shall have received
written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has
approved a pro forma title policy.
(d) Liens. Seller shall have obtained the consent of any lien holder to the release
of such liens prior to or concurrent with closing.
(e) Oversight Board and DOF Approval. The approval by the Oversight Board
and DOF shall have been given as to the disposition of the Real Property by Seller to Buyer under
this Agreement.
(f) Delivery of Documents. Buyer's delivery of all documents described in
Section 9(a), below.
Should any of Buyer's Contingencies not be met by the respective times set forth for
the satisfaction for such contingency (and without regard to whether all such contingencies have
been removed or satisfied)and Buyer has so informed Seller, Seller may,by written notice to Buyer,
terminate this Agreement; such termination rights shall be in addition to those termination rights of
Seller as set forth in Section 6. If this Agreement is so terminated, then (except to the extent
expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation
fees shall be paid by Buyer.
9
9. Seller's Deliveries to Escrow Holder.
(a) Seller's Delivered Documents. At least one (1) business day prior to the
Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items,
duly executed and, where appropriate, acknowledged("Seller's Delivered Items"):
(i) Deed. The Deed.
(ii) FIRPTA/Tax Exemption Forms. The Transferor's Certification of
Non-Foreign Status in the form attached hereto as Exhibit C (the "FIRPTA Certificate"), together
with any necessary tax withholding forms, and a duly executed California Form 593-C, as
applicable (the "California Exemption Certificate").
(iii) Hazard Disclosure Report. Unless earlier delivered to Buyer, Seller
shall cause Escrow Holder to obtain and deliver to Buyer, at Seller's cost, a Natural Hazard Report
as provided for under Sections 1102 and 1103 of the California Civil Code (the "Natural Hazard
Report")before the Closing.
(iv) Possession of Real Property. Possession of the Real Property free of
any tenancies or occupancy.
(v) Authority. Such evidence of Seller's authority and authorization to
enter into this Agreement and to consummate this transaction as may be reasonably requested by
Buyer and the Title Company which are consistent with the terms of this Agreement.
(vi) Further Documents or Items. Any other documents or items
reasonably required to close the transaction contemplated by this Agreement as determined by the
Title Company which are consistent with the terms of this Agreement.
(b) Failure to Deliver. Should any of Seller's Delivered Items not be timely
delivered to Escrow, Buyer may, by written notice to Seller, terminate this Agreement; provided,
however, that Buyer may (but shall not be obligated to) in such notice provide Seller with five (5)
business days to deliver all of Seller's Delivered Items. If Buyer's notice provides Seller such five
(5) business days to deliver Seller's Delivered Items, and if Seller's Delivered Items are not
delivered within such period, then this Agreement shall automatically terminate without further
action or notice. In the event of any such termination, any cash deposited by Buyer shall
immediately be returned to Buyer. Under no circumstances shall Buyer have any responsibility to
or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in
connection with any such contractual arrangements of Seller.
10. Buyer's Deliveries to Escrow. At least one (1) business day prior to the Closing
Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly
executed and acknowledged, by Buyer as appropriate ("Buyer's Delivered Items"):
(a) Purchase Price. The Purchase Price, less amounts which Seller confirms in
writing to Escrow Holder were theretofore paid to Seller as the Independent Consideration Amount,
together with additional funds as are necessary to pay Buyer's closing costs set forth in
Section 10(b) herein. In the event Seller does not qualify for an exemption from California
withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by
10
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 I I(b) hereof.
In the event Seller is not exempt from such withholding or does not otherwise deliver the California
Exemption Certificate at Closing, Buyer shall execute and deliver three (3) originals of California
Form 593 to Title Company at or immediately after Closing.
(b) Change of Ownership Report. One (1) original Preliminary Change of
Ownership Report.
(c) Final Escrow Instructions. Buyer's final written escrow instructions to close
escrow in accordance with the terms of this Agreement.
(d) Authority. Such proof of Buyer's authority and authorization to enter into
this Agreement and to consummate the transaction contemplated hereby as may be reasonably
requested by Seller or the Title Company.
(e) Moneys for Buyer's Real Estate Broker. Buyer shall deposit any moneys
due and payable to Buyer's Real Estate Broker in connection with the sale of the Real Property.
(f) Further Documents or Items. Any other documents or items reasonably
required to close the transaction contemplated by this Agreement as determined by the Title
Company.
11. Costs and Expenses.
(a) Seller's Costs. If the transaction contemplated by this Agreement is
consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges
associated with the removal of encumbrances; (ii) Seller's share of prorations; (iii) the premium for
a Standard Buyer's Title Policy with coverage in the amount of the Purchase Price; (iv)
documentary recording fees, if any; (v) documentary transfer tax, if any; (vi) one half of the escrow
charges; and (vii) costs, if any, allocable to Seller under this Agreement and costs for such services
as Seller may additionally request that Escrow perform on its behalf (which foregoing items
collectively constitute "Seller's Costs and Debited Amounts").
(b) Buyer's Costs. If the transaction contemplated by this Agreement is
consummated, then Buyer shall bear the following costs and expenses: (i)the Escrow Holder's fee;
(ii)Buyer's share of prorations, (iii) the premium for title insurance other than or in excess of a
Standard Buyer's Title Policy based on the Purchase Price, and, if applicable, the cost for any
survey required in connection with the delivery of an ALTA owner's extended coverage policy of
title insurance; (iv) one half of escrow charges; (v) recording and other costs of closing; (vi)costs, if
any, for such services as Buyer may additionally request that Escrow perform on its behalf; and
(vii) any costs associated with Buyer borrowing money in order to pay to Seller the Purchase Price
(collectively, "Buyer's Costs and Debited Amounts").
(c) Generally. Each party shall bear the costs of its own attorneys, consultants,
and real estate brokers in connection with the negotiation and preparation of this Agreement and the
consummation of the transaction contemplated hereby. Buyer represents to Seller that Buyer and
not Seller shall be solely responsible for payment in connection with the services of any consultants,
11
finders or real estate brokers engaged by Buyer in connection with the purchase of the Real Property
from the Seller. Seller represents to Buyer that Seller has not engaged the services of any
consultants, finders or real estate brokers in connection with the sale of the Real Property to the
Buyer.
12. Prorations; Withholding.
(a) All revenues (if any) and expenses relating to the Real Property (including,
but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and
refuse collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes
shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing,
Seller shall deliver to Buyer a tentative schedule of prorations for Buyer's approval (the "Proration
and Expense Schedule"). If any prorations made under this Section shall require final adjustment
after the Closing, then the parties shall make the appropriate adjustments promptly when accurate
information becomes available and either party hereto shall be entitled to an adjustment to correct
the same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled
thereto.
(b) In the event Seller does not qualify for an exemption from California
withholding tax under Section 18662 of the California Revenue and Taxation Code (the "Tax
Code") as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate
duly executed by Seller, (i)Title Company shall withhold three and one-third percent (3-1/3%) of
the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board
in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of
California Form 593 to Title Company at or immediately after Closing, (iii)two (2) copies of
California Form 593 shall be delivered by Title Company to Seller, and (iv) on or before the 20`h
day of the month following the month title to the Real Property is transferred to Buyer(as evidenced
by the recording of the Grant Deed), Title Company shall remit such funds withheld from the
Purchase Price, together with one (1) copy of California Form 593 to the California Franchise Tax
Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity
under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the
Tax Code, together with such other documents required by the Tax Code (including, without
limitation, California Form 593),to the California Franchise Tax Board.
13. Closine Procedure. When the Title Company is unconditionally prepared (subject
to payment of the premium therefor) to issue the Buyer's Title Policy and all required documents
and funds have been deposited with Escrow Holder, Escrow Holder shall immediately close Escrow
in the manner and order provided below.
(a) Recordins. Escrow Holder shall cause the Deed to be recorded pursuant to
applicable law in the county in which the Real Property is located and obtain conformed copies
thereof for distribution to Buyer and Seller.
(b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all
Buyer's Costs and Debited Amounts, Seller's Costs and Debited Amounts and General Expenses,
prorate matters and withhold funds as provided herein. The Purchase Price, less any applicable
debits or credits (including any liens as to which such liens and the amount to satisfy such liens shall
have been confirmed in writing by Seller to Escrow Holder) shall be distributed by check payable to
Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event,
12
in accordance with such instructions). Seller authorizes Escrow Holder to request demands for
payment and to make such payments from the Purchase Price (or such other funds, if any, as are
advanced by Seller)to defray the cost of removing deeds of trust, liens and other encumbrances (but
not for obligations of Buyer). Escrow Holder shall disburse on behalf of Buyer such moneys as are
deposited by Buyer (in addition to the Purchase Price and Buyer's share of closing costs) as the
commission for Buyer's Real Estate Broker (unless Buyer's Real Estate Broker shall deliver a
written statement to Escrow Holder which indicates that Buyer has arranged to pay Buyer's Real
Estate Broker outside escrow and that payment of such remuneration is a matter with respect to
which Escrow Holder and Seller need not be concerned).
(c) Documents to Seller. Escrow Holder shall deliver to Seller a conformed
copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among
the official land records of the County of San Bernardino, and a copy of each other document (or
copies thereof) deposited into Escrow by Buyer pursuant hereto.
(d) Documents to Buy. Escrow Holder shall deliver to Buyer the original
FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed
copy of each of the Deed as duly recorded among the official land records of the County of San
Bernardino, the Natural Hazard Report, and each other document (or copies thereof) deposited into
Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in
Section 8.
(e) Title Company. Escrow Holder shall cause the Title Company to issue the
Buyer's Title Policy to Buyer.
(f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a
separate accounting of all funds received and disbursed for each party.
(g) Informational Reports. Escrow Holder shall file any information reports
required by Internal Revenue Code Section 6045(e), as amended.
(h) Possession. Possession of the Real Property shall be delivered to Buyer at
the Closing.
14. Representations and Warranties.
(a) Seller's Representations and Warranties. In consideration of Buyer entering
into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the
following representations and warranties as of the Effective Date and as of the Closing, each of
which is material and is being relied upon by Buyer (and the truth and accuracy of which shall
constitute a condition precedent to Buyer's obligations hereunder), and all of which are material
inducements to Buyer to enter into this Agreement(and but for which Buyer would not have entered
into this Agreement) and shall survive Closing; provided that each of the representations and
warranties of Seller is based upon the information and belief of the Executive Director of the
Successor Agency:
(i) Seller believes that it has the legal power, right and authority to enter
into this Agreement and the instruments referenced herein, and to consummate the transaction
contemplated subject to the approval of the Oversight Board and, as may be applicable, DOF.
13
(ii) Subject to the approval of the Oversight Board and, as may be
applicable, DOF, Seller believes that all requisite action (corporate, trust, partnership or otherwise)
has been taken by Seller in connection with entering into this Agreement and the instruments
referenced herein; and, by the Closing, all such necessary action will have been taken to authorize
the consummation of the transaction contemplated hereby.
(iii) Subject to the approval of the Oversight Board and, as may be
applicable, DOF, the individual executing this Agreement and the instruments referenced herein on
behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and
conditions hereof and thereof.
(iv) Neither the execution or delivery of this Agreement or the
documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the
consummation of the transaction contemplated herein, nor compliance with the terms of this
Agreement or the documents or instruments referenced herein or therein conflict with or result in the
material breach of any terms, conditions or provisions of, or constitute a default under, any bond,
note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan,
lease or other agreement or instrument to which Seller is a party or that affect the Real Property,
including, but not limited to, any of the Title Documents or the Property Documents.
(v) There is no pending litigation nor, to the best of Seller's knowledge,
threatened litigation, which does or will adversely affect the right of Seller to convey the Real
Property. There are no claims which have been received by Seller that have not been disclosed to
Buyer.
(vi) Seller has made no written or oral commitments to or agreements
with any governmental authority or agency materially and adversely affecting the Real Property, or
any part hereof, or any interest therein, which will survive the Closing.
(vii) There are no leases or rental agreements in effect as to the Real
Property.
(viii) Seller is not in default of its obligations under any contract,
agreement or instrument to which Seller is a party pertaining to the Real Property.
(ix) There are no mechanics', materialmen's or similar claims or liens
presently claimed or which will be claimed against the Real Property for work performed or
commenced for Seller or on Seller's behalf prior to the date of this Agreement.
(x) There are no undisclosed contracts, licenses, commitments,
undertakings or other written or oral agreements for services, supplies or materials concerning the
use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or
the Real Property after the Closing. There are no oral contracts or other oral agreements for
services, supplies or materials, affecting the use, operation, maintenance or management of the Real
Property.
(xi) There are not as of the Effective Date, nor will there be as of the
Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise
enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, and
14
no person other than Buyer shall have any right of possession to the Real Property or any part
thereof as of the Closing.
(xii) No person, excepting Seller, has possession or any rights to
possession of the Real Property or portion thereof.
(b) Subsequent Changes to Seller's Representations and Warranties. If, prior to
the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item,
fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect
or untrue in any respect (collectively, the "Seller Representation Matter"), then the party who has
learned, discovered or become aware of such Representation Matter shall promptly give written
notice thereof to the other party and Seller's representations and warranties shall be automatically
limited to account for the Representation Matter. Buyer shall have the right to approve or
disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer
reasonably disapproves any such change. If Buyer does not elect to terminate this Agreement,
Seller's representation shall be qualified by such Seller Representation Matter and Seller shall have
no obligation to Buyer for such Seller Representation Matter.
(c) Buyer's Representations and Warranties. In consideration of Seller entering
into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the
following representations and warranties as of the date hereof and at and as of the Closing, each of
which is material and is being relied upon by Seller (and the truth and accuracy of which shall
constitute a condition precedent to Seller's obligations hereunder), and all of which shall survive
Closing:
(i) Buyer has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein, and to consummate the transaction contemplated
hereby.
(ii) All requisite action has been taken by Buyer in connection with
entering into this Agreement and the instruments referenced herein; and, by the Closing, all such
necessary action will have been taken to authorize the consummation of the transaction
contemplated hereby.
(iii) The individuals executing this Agreement and the instruments
referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer
to the terms and conditions hereof and thereof.
(iv) Neither the execution and delivery of this Agreement and the
documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the
consummation of the transaction contemplated herein, nor compliance with the terms of this
Agreement and the documents and instruments referenced herein conflict with or result in the
material breach of any terms, conditions or provisions of, or constitute a default under, any bond,
note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan,
partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which
any of Buyer's properties are bound.
(d) Subsequent Changes to Buyer's Representations and Warranties. If, prior to
the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item,
15
fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect
or untrue in any respect (collectively, the "Buyer's Representation Matter"), then the party who has
learned, discovered or become aware of such Buyer's Representation Matter shall promptly give
written notice thereof to the other party and Buyer's representations and warranties shall be
automatically limited to account for the Buyer's Representation Matter. Seller shall have the right
to approve or disapprove any such change and to terminate this Agreement by written notice to
Buyer if Seller reasonably disapproves any such change. If Seller does not elect to terminate this
Agreement, Buyer's representation shall be qualified by such Buyer's Representation Matter and
Buyer shall have no obligation to Seller for such Buyer's Representation Matter.
15. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price
represents a fair value price for the Real Property. This Agreement does not require that Buyer
undertaken any improvements to the Real Property. At such time, if any, 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,
regarding the payment of prevailing wages (the "State Prevailing Wage Law"), if applicable, and, if
applicable, federal prevailing wage law ("Federal Prevailing Wage Law" and, together with State
Prevailing Wage Law, "Prevailing Wage Laws") with regard to the construction of improvements to
the Real Property, but only if and to the extent such sections are applicable to the development of
the Real Property. Insofar as the parties understand that Buyer is paying a fair market price for the
Real Property, the parties believe that the payment of prevailing wages will not be required. In any
event, Buyer shall be solely responsible for determining and effectuating compliance with the
Prevailing Wage Laws, neither the Seller nor the City makes any final representation as to the
applicability or non-applicability of the Prevailing Wage Laws to improvements to the Real
Property, or any part thereof. This Section 15 shall survive Closing.
16. General Provisions.
(a) Condemnation. If any material portion of the Real Property shall be taken or
appropriated by a public or quasi-public authority exercising the power of eminent domain, Buyer
shall have the right, at its option, to (i)terminate this Agreement or(ii)proceed with the purchase of
the Real Property and receive all of the award or payment made in connection with such taking.
(b) Notices. All notices, demands, requests or other communications required or
permitted hereunder (collectively, "Notices") shall be in writing, shall be addressed to the receiving
party as provided in the Basic Terms section above, and shall be personally delivered, sent by
overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by
certified mail, postage prepaid, return receipt requested, or sent by facsimile transmission (provided
that a successful transmission report is received). All Notices shall be effective upon receipt at the
appropriate address. Notice of change of address shall be given by written notice in the manner
detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of
changed address of which no Notice in accordance with this Section was given shall be deemed to
constitute receipt of such Notice. The providing of copies of Notices to the parties' respective
16
counsels is for information only, is not required for valid Notice and does not alone constitute
Notice hereunder.
(c) Brokers. Seller assumes sole responsibility for any consultants or brokers
("Seller's Agents") it may have retained in connection with the sale of the Real Property (and Buyer
shall have no responsibility in connection with such matters). Seller represents to Buyer that Seller
has engaged no consultants, finders or real estate brokers in connection with the sale of the Real
Property to the Buyer, and there are no brokerage commission, finder's fee or other compensation of
any kind is due or owing to any person or entity in connection with this Agreement. Seller agrees to
and does hereby indemnify and hold the Buyer free and harmless from and against any and all costs,
liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder,
licensed or otherwise, claiming through, under or by reason of the conduct of the Seller in
connection with this Agreement. Buyer assumes sole responsibility for any consultants or brokers
("Buyer's Agents") it may have retained in connection with the purchase of the Real Property (and
Seller shall have no responsibility in connection with such matters). Buyer represents that it has
engaged Lee and Associates commercial Real Estate Services as "Buyer's Real Estate Broker" and
that Buyer shall be solely responsible for any commission, cost, fee or compensation of any kind
due to Buyer's Real Estate Broker. Buyer represents to Seller that Buyer has not engaged any
consultants, finders or real estate brokers other than Buyer's Real Estate Broker in connection with
the sale of the Real Property to the Buyer, and there are no brokerage commission, finder's fee or
other compensation of any kind is due or owing to any person or entity in connection with this
Agreement other than Buyer's costs with respect to the Buyer's Real Estate Broker. Buyer agrees to
and does hereby indemnify and hold the Seller free and harmless from and against any and all costs,
liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder,
licensed or otherwise, claiming through, under or by reason of the conduct of the Buyer in
connection with this Agreement.
(d) Waiver, Consent and Remedies. Each provision of this Agreement to be
performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a
material consideration for Seller's and Buyer's performance hereunder, as appropriate, and any
breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may
specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but
no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of
the same or any other provision. A waiving party may at any time thereafter require further
compliance by the other party with any breach or provision so waived. The consent by one party to
any act by the other for which such consent was required shall not be deemed to imply consent or
waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No
waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise
specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants,
conditions and agreements contained in this Agreement shall be cumulative and no one of them
shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue
any one or more of its rights, options or remedies hereunder or may seek damages or specific
performance in the event of the other party's breach hereunder, or may pursue any other remedy at
law or equity,whether or not stated in this Agreement.
(e) Cooperation. Buyer and Seller agree to execute such instruments and
documents and to diligently undertake such actions as may be required in order to consummate the
purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing
in accordance with the provisions hereof and, following Closing.
17
(f) Remedies. Without limitation as to the availability of other remedies, this
Agreement may be enforced by an action for specific enforcement.
(g) Time. Time is of the essence of every provision herein contained. In the
computation of any period of time provided for in this Agreement or by law, the day of the act or
event from which said period of time runs shall be excluded, and the last day of such period shall be
included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed
to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as
otherwise expressly provided herein, all time periods expiring on a specified date or period herein
shall be deemed to expire at 5:00 p.m. on such specified date or period.
(h) Counterparts: Facsimile Signatures. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of which, together, shall
constitute but one and the same instrument. A facsimile signature shall be deemed an original
signature.
(i) Captions. Any captions to, or headings of,the sections or subsections of this
Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and
shall not be used for the interpretation or determination of the validity of this Agreement or any
provision hereof.
0) Obligations to Third Parties. City shall be deemed to be a third party
beneficiary of this Agreement. Excepting only for the City, the execution and delivery of this
Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this
Agreement to, any person or entity other than the parties hereto.
(k) Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
(1) Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
(m) Applicable Law. This Agreement shall be governed by and construed in
accordance with the local law of the State of California.
(n) Exhibits and Schedules. The exhibits and schedules attached hereto are
incorporated herein by this reference for all purposes.
(o) Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between, and
the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties
hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or
written statements, representations or promises of any kind which are not expressly contained in this
Agreement. No subsequent agreement, representation or promise made by either party hereto, or by
or to an employee, officer, agent or representative of either party hereto shall be of any effect unless
it is in writing and executed by the party to be bound thereby.
18
(p) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and assigns of the parties hereto.
(q) Assignment. Neither party may assign its rights under this Agreement
without the prior consent of the other party.
[signatures begin on the following page]
19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
"SELLER"
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO, a public entity, corporate
and politic
By:
Name:
Its:
"BUYER"
HIP SO CAL PROPERTIES LLC, a California
limited liability company
By:
Name:
Its: Managing Member
20
Acceptance by Escrow Holder:
First American Title Company hereby acknowledges that it has received a fully executed
copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between
the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity,
corporate and politic ("Seller"), and HIP So Cal Properties LLC, a California limited liability
company ("Buyer") and agrees to act as Escrow Holder thereunder and to be bound by and strictly
perform the terms thereof as such terms apply to Escrow Holder.
Dated: , 201_
FIRST AMERICAN TITLE COMPANY
By:
Name:
Its:
EXHIBIT A
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of San Bernardino, described
as follows:
The North 75 feet of Lot 22, Tract No. 2194, Valley Truck Farms No. 2, as per plat recorded in Book
31,Page 73 of Maps in the City of San Bernardino, County of San Bernardino, State of California.
APN: 0280-131-23
Commonly known as: 904 South Foisy Street, San Bernardino, California
A-1
EXHIBIT B
DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
HIP So Cal Properties LLC, a California
limited liability company
155 North Riverview Drive
Anaheim, CA 92808
Attn:
APN: 0280-131-23 [Space above for recorder.]
DOCUMENTARY TRANSFER TAX
computed on the consideration or value of
property conveyed;OR
computed on the consideration or value less
liens or encumbrances remaining at time of sale.
Signature of Declarant or Agent determining tax-Firm
Name
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity,
corporate and politic ("Grantor"), hereby grants to HIP So Cal Properties LLC, a California limited
liability company ("Grantee"), that certain real property located in the County of San Bernardino,
State of California, more particularly described on Attachment No. 1 attached hereto and
incorporated herein by this reference (the "Property"), subject to existing easements, restrictions and
covenants of record.
B-2
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of , 201
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Name:
Its:
B-3
ATTACHMENT NO. 1 TO GRANT DEED
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of San Bernardino,
described as follows:
The North 75 feet of Lot 22, Tract No. 2194, Valley Truck Farms No. 2, as per plat recorded
in Book 31, Page 73 of Maps in the City of San Bernardino, County of San Bernardino, State
of California.
APN: 0280-131-23
ATTACHMENT NO. 1 TO GRANT DEED
TO EXHIBIT B
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me, ,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)
El Guardian/Conservator Number Of Pages
❑ Other:
Signer is representing:
Name Of Person(s)Or Entity(ies) Date Of Documents
Signer(s)Other Than Named Above
EXHIBIT C
FIRPTA CERTIFICATE
TRANSFEROR'S CERTIFICATE OF NON-FOREIGN STATUS
To inform HIP So Cal Properties LLC, a California limited liability company ("Transferee"),
that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended
("Code") will not be required upon the transfer of certain real property to the Transferee by the
Successor Agency to the Redevelopment Agency of the City of San Bernardino (the, "Transferor"),
the undersigned hereby certifies the following:
1. The Transferor is not a foreign person or citizen, foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income
Tax Regulations promulgated thereunder);
2. The Transferor's social security number or U.S. employer identification number is as
follows:
3. The Transferor's home or office address is:
The Transferor understands that this certification may be disclosed to the Internal Revenue
Service by the Transferee and that any false statement contained herein could be punished by fine,
imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and
to the best of my knowledge and belief it is true, correct and complete, and I further declare that I
have authority to sign this document.
Successor Agency to the Redevelopment
Agency of the City of San Bernardino
C-1