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2018-04 RESOLUTION NO. OB 2018-04 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE GRAND TERRACE COMMUNITY REDEVELOPMENT AGENCY APPROVING THE SALE OF REAL PROPERTY LOCATED ON THE NORTH SIDE OF BARTON ROAD, EAST OF VIVIENDA AVENUE IDENTIFIED AS ASSESSOR'S PARCEL NUMBERS 0275- 242-10 AND 0275-242-11, SUBJECT TO CERTAIN TERMS AS CONTAINED IN THIS RESOLUTION WHEREAS, the former Redevelopment Agency of the City of Grand Terrace (Former RDA) administered the implementation of various redevelopment projects, programs, and activities within designated redevelopment project areas throughout the City of Grand Terrace (City); and WHEREAS, in accordance with Assembly Bill x 126(AB 26), the Former RDA dissolved as of February 1, 2012, at which time the City of Grand Terrace, solely in its capacity as the designated successor agency to the Former RDA (Successor Agency), assumed the Former RDA's assets and obligations; and WHEREAS, the SuccessorAgency is required to administer the winding down of the Former RDA's operations and to ensure compliance with the Former RDA's obligations in accordance with AB 26, as subsequently amended (collectively, the Dissolution Laws); and WHEREAS, the San Bernardino County Auditor (County Auditor), the State Controller, and the State Department of Finance (DOF) also possess certain rights and obligations under the Dissolution Laws with respect to the Successor Agency's administration of winding down the Former RDA's operations; and WHEREAS, in 2014, the Successor Agency, Oversight Board and the DOF approved the Amended and Restated Long-Range Property Management Plan (LRPMP), which governs the Successor Agency's disposition of its non-housing real property assets, in accordance with California Health and Safety Code (Code) section 34191.S(c); and WHEREAS, among other things, the LRPMP requires the Successor Agency to liquidate several real property assets (Liquidation Sites), which will result in the local taxing entities, such as the City, the County of San Bernardino, local school districts, and local special districts, receiving a pro rata distribution of the net sale proceeds in the same proportion as their share of general property tax revenues; and OB Reso No. 2018-04 Page 1 of 3 June 26, 2018 WHEREAS, the Successor Agency's sale of Liquidation Sites is subject to the LRPMP and the Dissolution Laws; and WHEREAS, one of the Liquidation Sites currently owned by the Successor Agency is that certain real property commonly referred to as Property 1 in the LRPMP, generally located on the north side of Barton Road, east of ViiviendaAvenue, Grand Terrace, California (Property 1); and WHEREAS, D&MJFH 1 , LLC, has submitted to the Successor Agency a signed Letter of Intent to purchase Property 1 for the purchase price of the higherof $400,000 or the Broker's Price Opinion; and WHEREAS, D&MJFH 1, LLC and Successor Agency have negotiated a proposed real property Purchase and Sale Agreement, which is included as Exhibit 1 of this Resolution; and WHEREAS, consistent Code section 34191.5(c)(2)(B), the Successor Agency will cause the net purchase price proceeds to be distributed, pro rata, to the local taxing entities;and WHEREAS, the Successor Agency must approve the Agreement before it becomes effective, and under Code section 34191 .5(f), the Successor Agency's decision will become effective immediately, without any need for review by the DOF. WHEREAS, on June 26, 2018, the Successor Agency conducted a special meeting and adopted a Resolution approving the Agreement. NOW THEREFORE, BE IT RESOLVED THAT THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY FOR THE GRAND TERACE COMMUNITY REDEVELOPMENT AGENCY DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: Section 1. The Oversight Board finds that all of the above recitals are true and correct and are incorporated herein by reference. Section 2. The Oversight Board approves the Purchase and Sale Agreement, attached hereto, between the Agency and D7MJFH 1, LLC subject to the following terms: a. The sale price of the property shall be the higher of $400,000 or the prepared Broker's Price Opinion of Value; b. Escrow shall close 90 days from the date of opening, unless extended by the Executive Director; C. The sale is subject to the Planning Commission determining the sale of the Property is consistent with the City's OB Reso No. 2018-04 Page 2 of 3 June 26, 2018 General Plan; and d. Buyer shall reimburse the Agency for Agency Counsel Costs of Preparing the Purchase and Sale Agreement. Section 3. The Oversight Board further directs and authorizes the Executive Director to take all necessary and required actions to carry out this Resolution, including but not limited to meeting the requirements of the relevant sections of the Health & Safety Code, or any other applicable law. This includes, but is not limited to, submission of this Resolution to the Department of Finance and any other relevant agencies pursuant to the Health & Safety Code. Section 4. The Oversight Board Secretary shall maintain on file as a public record this Resolution as approved hereby. PASSED, APPROVED AND ADOPTED by the Oversight Board of the Successor Agency for the Grand Terrace Community Redevelopment Agency at a special meeting held on the 28t' day of June 2018. cy McNab Ch a versight Board of the Successor Agency for the Grand Terrace Community Redevelopment Agency ATTEST: ., )'Ve0 ra L. o m a s Board Secretary OB Reso No, 2018-04 Page 3 of 3 June 26, 2018 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Escrow Instructions ("Agreement"), dated this 261h day of June, 2018, is entered into by and between the City of Grand Terrace, a municipal corporation, acting as the Successor Agency to the Grand Terrace Community Redevelopment Agency as defined by Health and Safety Code Section 341716), ("Seller"), and D&MJFH 1, LLC, a California limited liability company("Buyer"). RECITALS A. Seller is the owner of that certain real property("Property")Assessor's Parcel Numbers 0275-242-10 and 0275-242-11, more particularly described in the attached Exhibit "A" incorporated herein by this reference. B. Seller is a public entity with the power to sell real property in accordance with California Health and Safety Code section 34177(e) and as authorized by the Long Range Property Management Plan approved by the Department of Finance. C. Buyer has agreed to purchase the Property and Seller has agreed to convey it to Buyer pursuant to the following terms and conditions. AGREEMENT ARTICLE I 1.1 Sale and Purchase. Subject to the terns and conditions set forth in this Agreement, Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property from Seller "As Is". 1.2 Purchase Price. In consideration of the Buyer's purchase of the Property, Buyer shall pay to Seller a total purchase price totaling the higher of(1) Four Hundred Thousand Dollars ($400,000.00)or(2) the fair market value of the Property as established by a Broker's Opinion of Value commissioned by Seller(the"Purchase Price"). The Parties agree that the higher of the foregoing amounts shall be the Purchase Price for the Property. 1.3 Deposit. Buyer shall deposit$10,000.00 ("Deposit") into escrow no later than ten (10)business days after the opening of escrow. The remaining Purchase Price shall be paid at the close of escrow. Escrow Agent shall hold and invest the Deposit in an interest bearing account as designated by the Developer and for the benefit of the Developer until close of escrow or earlier termination of this Agreement. The Deposit shall be applied and credited to the Purchase Price upon the close of escrow. In the event Buyer terminates this Agreement prior to expiration of the Inspection Period,the Deposit shall be returned to Buyer. In the event Buyer defaults hereunder or otherwise terminates this Agreement after expiration of the Inspection Period, the Deposit shall constitute liquidated damages as set forth hereinafter. 1.4 Balance of Purchase Price. Buyer shall deposit the Purchase Price,minus the Deposit already made, no later than one day prior to closing of escrow. Pa -, � 11 1.5 Condition of Title. At Closing, Seller shall convey to Buyer fee simple title to the Property subject only to the following matters (the"Permitted Exceptions"): (1) all easements, restrictions, and covenants of record; (2) current, non-delinquent real property taxes; (3) all matters of title respecting the Property set forth in a Preliminary Title Report to which Buyer has not submitted a written objection as set forth in Section 3.4(a). ARTICLE 11 REPRESENTATIONS AND WARRANTIES 2.1 Representations and Warranties of Seller True and Correct. Seller hereby represents and warrants to Buyer that the following facts are true and correct as of the date hereof. The truth and accuracy of the following representations and warranties shall constitute a condition precedent to the Close of Escrow for the benefit of Buyer. These representations and warranties shall survive the Close of Escrow and the recording of the Grant Deed and shall not be deemed merged into the Grant Deed upon its recordation. (a) Power and Authority. Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby, subject to approvals of other legal agencies as set forth below. The individuals executing this Agreement and the instruments referenced herein on behalf of the Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. Furthermore, Seller warrants that it has good and marketable title to the Property. (b) Requisite Action. All requisite action has been taken by Seller in connection with entering into this Agreement, to execute the instruments referenced herein, and the consummation of the transactions contemplated hereby. (c) Validity. This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally, and subject to the Procedural Requirements. Neither the execution and delivery of this Agreement and documents referenced herein, nor the consummation of the transactions contemplated herein conflict with or result in the material breach of any terms or provisions of any contract, loan, or other agreement or instrument to which Seller is a party or affecting the Property. All consents, approvals and authorizations necessary for the execution of this Agreement and the consummation of the transactions contemplated herein by Seller, and within the control of Seller, have been or will be obtained. Seller has not sold, conveyed or entered into any contract for the sale of all or any portion of the Property or any rights incident thereto, nor do there exist any rights of first refusal or options to purchase the Property or any rights incident thereto. (d) Recitals. The information contained in the Recitals is true and correct i} :x * 12 (e) Lawsuits and Claims. To Seller's actual knowledge, without any duty of inquiry or investigation, there are no pending actions, lawsuits, claims or judicial, municipal or administrative proceedings affecting all or any portion of the Property or in which Seller is a party by reason of Seller's ownership of the Property. To Seller's knowledge, there are no threatened or contemplated actions, lawsuits, claims or proceedings, nor the existence of any facts which might give rise to such actions, lawsuits, claims or proceedings. During the Escrow period, Seller will not commence or defend any action with respect to the Property except upon such terms as are mutually acceptable to Seller and Buyer. (f) Condition of Property. Seller will deliver the property at Close of Escrow in an "As Is" condition. (g) Taxes and Assessments. Seller has provided to Buyer all relevant information in its possession concerning real property taxes and any special assessments or bonds which may be levied against the Property as a result of any existing public improvements or work, activities or improvements done to the Property by Seller. (h) Hazardous Materials. To the best of Seller's knowledge, without any duty of inquiry or investigation, all operations or activities upon, or use or occupancy of the Property by Seller or any current occupant or user thereof are in compliance with all state, federal and local laws and regulations governing, or in any way relating to the generation, handling, manufacturing, treatment, storage, use, transportation, spillage, leakage, dumping, discharge or disposal (whether accidental or intentional) of any toxic or hazardous substances, materials or wastes, including, without limitation, any hazardous material (as such terms are commonly defined or employed in accordance with applicable federal, state or local laws, codes, ordinances, rules and regulations) except as to the recognized environmental concerns identified in the City of Grand Terrace Long Range Property Management Plan provided by Seller to Buyer. To the best of Seller's knowledge, without any duty of inquiry or investigation, there is not present upon the Property, or on any portion thereof, underground storage tanks, any hazardous material or any structures, fixtures, equipment or other objects or materials containing any hazardous material in violation of any applicable environmental law, except as to the recognized environmental concerns identified in the Grand Terrace Long Range Property Management Plan provided by Seller to Buyer. (i) Leases and Contracts. To the best of Seller's knowledge, there are no oral or written leases, subleases, licenses, occupancies, or tenancies in effect pertaining to the Property, and no persons or entities occupy or have the right to occupy or use all or my portion of the Property. To the best of Seller's knowledge, except as disclosed by Seller to Buyer, there are no service or maintenance contracts, warranties, guarantees, bonds, insurance policies or other agreements (whether oral or written) which will affect or be obligations of Buyer or the Property after the CIose of Escrow. At the Close of Escrow, Seller shall deliver possession of the Property to Buyer free of actual occupancy and any right of occupancy by any party. 0) Changes. Seller shall promptly notify Buyer of any material, adverse change in any condition with respect to the Property or of any event or circumstance which Vagc 13 makes any representation or warranty of Seller under this Agreement untrue or any covenant of Buyer under this Agreement incapable or less likely of being performed, it being understood that Seller's obligation to provide notice to Buyer shall in no way relieve Seller of any liability for a breach by Seller of any of its representations, warranties or covenants under this Agreement. (k) General-Representation. No representation, warranty or statement of Seller in this Agreement or in any document, certificate of schedule prepared by Seller and to be famished to Buyer pursuant to the terms of this Agreement contains any untrue statement of material fact. 2.2. Representations of Buyer. Buyer has the full authority and power to comply with all of its obligations set forth in this Agreement and hereby represents and warrants to Seller that all the following is true and correct: (a) Procedural Requirements to Close. Buyer acknowledges and agrees that the original acquisition of the Property was pursuant to Health and Safety Code Section 33000, et. seq., otherwise known as the California Redevelopment Law. Buyer further acknowledges and agrees that the Seller is selling the Redevelopment Property as a result of and pursuant to the requirements of ABX126, upheld by the California Supreme Court's decision in California Redevelopment Association v Matosantos, 53 Cal. 4th 231 (2011), which dissolved all redevelopment agencies operating within the State of California and pursuant to Health and Safety Code 34191.3. Buyer acknowledges and agrees that the Seller's sale of the Property may be subject to a number of legal requirements including, but not limited to, notices to and/or public hearings ("Procedural Requirements"). Buyer hereby acknowledges and agrees that it will hold the City and Successor Agency harmless and not bring any claims, demands, suits, actions or proceedings of any kind or nature against the City, Successor Agency, their agents, employees, consultants or volunteers related to the Procedural Requirements. Validity. This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. Neither the execution and delivery of this Agreement and documents referenced herein, nor the consummation of the transactions contemplated herein conflict with or result in the material breach of any terms or provisions of any contract, loan, or other agreement or instrument to which Seller is a party or affecting the Property. All consents, approvals and authorizations necessary for the execution of this Agreement and the consummation of the transactions contemplated herein by Seller, and within the control of Seller, have been or will be obtained. Seller has not sold, conveyed or entered into any contract for the sale of all or any portion of the Property or any rights incident thereto, nor do there exist any rights of first refusal or options to purchase the Property or any rights incident thereto except as may be set forth herein. 11 ,ige 14 (c) Long Range Management Plan. Buyer acknowledges Seller's disclosure and Buyer's receipt of the Grand Terrace Long Range Property Management Plan and Buyer has had opportunity to review and is aware of all recognized environmental concerns set forth therein. (d) Release. Except for the representations and warrantees explicitly set forth above by Seller, Buyer hereby releases Seller, Seller's affiliates, officers, directors, partners, employees, and agents, and their respective heirs, successors, personal representatives and assigns, from and against any and all claims which Buyer may have and which arise out of or are in any way connected with this Agreement and the Property, including, without limitation, every physical and environmental condition of the Property. BUYER EXPRESSLY WAIVES ITS RIGHTS GRANTED UNDER CALIFORNIA CIVIL CODE SECTION 1542 AND UNDER ANY PROVISION OF LAW THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT BUYER DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS AGREEMENT TO RELEASE SELLER. BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO BUYER MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CLAIMS WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND BUYER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION, AND THAT BUYER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER FROM ANY SUCH UNKNOWN CLAIMS, AND THAT SUCH WAIVERS AND RELEASES FORM A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY BUYER IN EXCHANGE FOR SEI I ER'S PERFORMANCE UNDER THIS AGREEMENT. BUYER HAS CONSULTED WITH LEGAL COUNSEL CONCERNING THE EFFECTS OF THIS WAIVER AND RELEASE ON BUYER'S RIGHTS AND REMEDIES RELATED TO THE PROPERTY. Initials: Buyer: Seller: ARTICLE III COVENANTS OF SELLER AND BUYER AND INSPECTION PERIOD 3.1 License to Enter. Seller hereby agrees that Buyer and/or its agents, representatives, contractors and subcontractors, at Buyer's sole cost, may, following the Opening of Escrow conduct its own reasonable engineering studies, environmental assessment, soil and compaction tests and other tests and studies on the Property provided that (i) such activities do not impair the condition of the Property, including but not limited to drainage; and (ii) Buyer shall be responsible for any damage caused thereby to the Property. Buyer shall be responsible for any liability, cost, claim, damage or injury caused by such entry and shall keep the Property free of any and all liens arising therefrom. Buyer shall indemnify and hold Seller harmless and defend Seller from and against such liability, loss,judgment, cost, claim, damage or injury, Pag 15 including but not limited to attorneys' fees and costs, arising out of or in connection with entry or testing on the Property by Buyer or its agents, representatives, contractors or subcontractors. 3.2 Inspection Review Period. Seller shall deliver to Buyer, at Seller's expense, within five (5) days of the execution of this Agreement a Preliminary Title Report. Except as otherwise set forth herein, Buyer shall have a period of forty five (45) days following Buyer's receipt of a Preliminary Title Report("Inspection Review Period"), to approve at its sole discretion, the following, which shall be prepared at Buyer's sole expense: (1) Preliminary Title Report and related underlying documents. (2) Plat Map, if any existing (3) Physical condition of the Property, including any Hazardous Substance Condition Report Buyer may prepare (4) Size and description of the property. Any or all items requested above that are in the Seller's possession shall be submitted to Buyer for its review. 3.3 Property Condition. Buyer shall inspect the Property during the Inspection Review Period. Should Buyer provide written notice to Seller, prior to the expiration of the Inspection Review Period, of any defects or objections to any of the above, Seller may, at its sole option, provide a credit to the purchase price in an amount sufficient to repair the defects. Otherwise, the Property will be sold "As is" with Seller making no additional representations or warranties concerning the Property. Buyer's failure to provide written notice of defect or objection within the Inspection Review Period shall be deemed Buyer's acceptance of all of the foregoing. 3.4 Buyer's Conditions and Inspection Period. All of Buyer's duties and obligations under this Contract shall be conditioned upon and subject to the complete satisfaction of the following conditions precedent, each of which is for the sole benefit of Buyer, and any of which may be waived by Buyer at Buyer's sole discretion. If each and every one of the conditions precedent are not completely satisfied or waived by Buyer on and as of the respective time frames set forth for each condition, Buyer may terminate this Contract as set forth below, prior to the expiration of the Inspection Period. If Buyer fails to notify Seller of its waiver or satisfaction of each of the conditions listed below within the designated Inspection Period, or such period of time as otherwise set forth herein, such conditions shall be deemed waived. During the Inspection Period, Buyer shall complete the following to its satisfaction: (a) Title. Buyer shall complete its examination of the title to the Property during the Inspection Period. As part of this examination, Seller shall provide to Buyer, a preliminary title report("Title Report") issued by Fidelity National Title Company, showing Seller's title to the Property. Buyer shall notify Seller in writing of any objections or defects to the Title Report ("Title Notice"). Buyer's failure to deliver Title Notice within five days following Buyer's receipt of Title Report shall be deemed approval thereof. If Buyer delivers Title Notice containing any such objections or defects, then Seller, within ten (10)business days after receipt of such notice, shall either elect: (i) to cure any such defects or(ii) to promptly attempt to cure any such defects before Closing, or(iii) not cure any such defect. Seller's failure to send written notice to Buyer within such ten (10)business day period electing to either not cure or attempt to cure such defects shall be deemed an election by Seller not to cure such defects. If Seller refuses to cure such defects Buyer shall elect as its sole remedy to either: (i) terminate this Contract by giving written notice thereof to Seller, in which event: (a) this Contract shall thereupon be of no further force and effect; (b) no party hereto shall have any further rights, duties or obligations hereunder; and ( c) Seller shall instruct the Title Company to return the Earnest Deposit to Buyer; or(ii) accept the Title to the Property subject to the defects without adjustment to the Purchase Price and proceed to Closing as set forth herein. (b) Survev. Buyer may at its sole option and expense obtain an ALTA/ACM Survey according to Buyer's specifications. Buyer shall notify Seller in writing of any objections or defects to the Property revealed by the Survey. If Buyer delivers notice of any such objections or defects, then Seller, within ten (10)business days after receipt of such notice, shall either elect: (i) not to cure any such defects or(ii) to promptly attempt to cure any such defects before Closing. Seller's failure to send written notice to Buyer within such ten (10) business day period electing to either not cure or attempt to cure such defects shall be deemed an election by Seller not to cure such defects. If Seller refuses to cure such defects Buyer shall elect as its sole remedy to either: (i) terminate this Contract by giving written notice thereof to Seller, in which event: (a) this Contract shall thereupon be of no further force and effect; (b) no party hereto shall have any further rights, duties or obligations hereunder; and ( c) Seller shall instruct the Title Company to return the Earnest Deposit to Buyer; or(ii) accept the survey to the Property subject to the defects without adjustment to the Purchase Price and proceed to Closing as set forth herein. (c) Environmental Investigation. Buyer may at its sole option and expense, perform such environmental audits, testing and sampling of the Property(limited to Phase 1) as it, in its sole discretion, deems necessary to determine the environmental condition of the Property. Buyer shall defend and indemnify Seller for any damage, injury, release, loss, expense, claim, or suit which arises from any environmental audits, testing and/or sampling of the Property conducted by or at the request of Buyer pursuant to this provision. (d) No Guarantee, Warranty, or Promise of Approval. Notwithstanding the foregoing nothing herein is a guarantee, warranty, or promise in regards to any governmental or land use approval by City. ARTICLE IV ESCROW 4.1 Agreement to Constitute Escrow Instructions. This Agreement together with any General Provisions of Escrow Holder(the "General Provisions") collectively shall constitute escrow instructions and a copy hereof shall be deposited, with Escrow Holder for this purpose. In the event of any inconsistency between the terms of the General Provisions and this Agreement, the provisions of this Agreement shall prevail to the extent of any such inconsistency. 1' a in, e 17 4.2 Title and Escrow Holder. Title and Escrow shall be with Fidelity National Title Company("Escrow Holder"). 4.3 Opening of Escrow. Escrow shall open on the date on which a copy of this Agreement, properly executed by the parties hereto, has been deposited with Escrow Holder(the "'Opening of Escrow"), which copy the parties hereto agree shall be delivered to Escrow Holder immediately following execution. Escrow Holder shall notify the parties immediately upon receipt of a copy of this Agreement as so executed as to the date of the Opening of Escrow 4.4 Close of Escrow. The Closing shall occur not later than Ninety(90) days following Open of Escrow(the "Scheduled Closing Date"), subject to Section 4.7 (a) of this Agreement, unless extended by mutual written agreement of the parties or pursuant to the City Manager's discretion set forth herein. For purposes of this Agreement, the terms "Closing Date" and the "Close of Escrow" mean the date on which the Closing occurs and the term "Closing" means the recordation of the Grant Deed. 4.5 Certain Obligations. (a) In addition to any other obligations contained in this Agreement, Buyer shall have deposited the Deposit into Escrow as required pursuant to Section 1.3 or before the time set forth in such section. (b) Not later than one(1)business day prior to the Schedule Closing Date, Buyer shall deposit into Escrow: (i) The total Purchase Price, less the Deposit, as provided in Section 1.3 and 1.4, in cash or by wire transfer. (ii) The total cost to Seller for preparation, review, and revision of this Agreement. (iii) All other sums and documents required by Escrow Holder to be deposited by Buyer to carry out this Escrow. 4.6 Certain Obligations of Seller. In addition to any obligations contained in this Agreement, not later than one(1) business day prior to the Scheduled Closing Date, Seller shall deposit with Escrow Holder: (a) A Grant Deed in the Title Company's usual form, duly executed, acknowledged and in recordable form conveying Seller's interests in the Property to Buyer(the "Grant Deed"), (b) documentation of Seller's costs of preparation, review, and revision of this Agreement, (c) all other sums and documents required by Escrow Holder to be deposited by Seller to carry out this Escrow. 4.7 Conditions to Seller's Obligation to Sell. Seller's obligation to sell the Property is expressly conditioned upon each of the following: (a) The sale of the property is contingent upon the Procedural Requirements having been followed, in Seller's sole discretion. Page Is (b) Buyer shall have deposited with Escrow Holder all sums and documents required pursuant to Section 4.5. (c) Buyer shall have timely performed each obligation and covenant of Buyer required pursuant to this Agreement. (d) All representations and warranties of Buyer hereunder are materially true and correct. (e) Buyer has paid to Seller all Seller's costs of preparation, review, and revision of this Agreement. 4.8 Conditions to Buyer's Obligation to Buy. Buyer's obligation to buy the Property is expressly conditioned upon each of the following: (a) Seller shall have deposited with Escrow Holder all sums and documents required pursuant to Section 4.6. (b) Seller shall have timely performed each obligation and covenant of Seller required pursuant to this Agreement. (c) Issuance of the Title Policy, at Seller's sole expense (as hereinafter defined). (d) All representations and warranties of Seller hereunder are materially true and correct. (e) No material adverse change shall have occurred to the condition of the Property or the improvements thereon. (f) Buyer shall have received a fully executed Agreement and an open escrow for the property located at 22182 Barton Road, Grand Terrace, CA (APN 0275-242-12). 4.9 Title Policy. Escrow Holder is hereby instructed to deliver to Buyer through Escrow a Standard ALTA owner's policy of title insurance from First American Title Insurance Company with regional exceptions dated the date and time of Closing with liability in the amount of the Purchase Price (the "Title Policy"). The Title Policy shall insure Buyer(or its nominee) as owner of good, marketable and indefeasible fee title to the Property subject only to (i) the standard printed title company exceptions and (ii) the Permitted Exceptions and any other exceptions approved, by or created by Buyer. Buyer shall have the right to obtain extended coverage at its own cost. 4.10 Recordation of the Grant Deed and Delivery of Funds. Upon receipt of the documents and sums described in this Article IV, Escrow Holder shall cause the Grant Deed to be recorded (with documentary transfer tax information to be affixed after recordation) in the office of the County Recorder of San Bernardino County, California, and shall deliver the proceeds of the Escrow less appropriate charges plus all additional amounts required hereunder to Seller. A conformed copy of the recorded Grant Deed shall be delivered to Buyer immediately L' 9 following the Closing. All sums to be disbursed to Seller by Escrow Holder shall be by certified or cashier's check of Escrow Holder or by wire transfer if Escrow Holder is so advised by Seller. (a) Proration. Real property taxes and any other assessment payment shall be prorated as of Close of Escrow. (b) Costs of Escrow. Buyer and Seller to each pay one-half of the Escrow fee, and Seller to provide, at Seller's cost, an ALTA standard coverage title policy, together with all documentary transfer tax. 4.11 Broker's Commission. Seller agrees to pay a six percent (6%) commission to be split equally between Candyce Bozner(Broker) Grand Terrace Real Estate through Escrow, at close of escrow. Buyer and Seller agree that Candyce Bozner is the only broker of record. 4.12 Default. Time is of the essence in this Agreement and if Buyer or Seller(the "Defaulting Party") fails to deposit any of the amounts due pursuant to this Agreement, or to perform any other act when due, then the other party(the "Non-Defaulting Party") may initiate any of its rights under this Agreement, in law or in equity by notice in writing to the Defaulting Party and Escrow Holder. Should Buyer default, Seller shall be entitled to retain Buyer's deposit as liquidated damages. If the Defaulting Party has not fully cured the default within seven (7) calendar days after receipt of said notice by the Defaulting Party, Escrow Holder may be instructed by the Non-Defaulting Party to cancel this Escrow and the Non-Defaulting Party shall thereupon be released from its obligations under this Agreement. BY PLACING THEIR INITIALS HERE, BUYER AGREES THAT IN THE EVENT OF BUYER'S FAILURE TO PURCHASE THE PROPERTY ON ACCOUNT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER,THE DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN,AND THAT THEREFORE, IN THE EVENT OF BUYER'S FAILURE TO PURCHASE THE PROPERTY ON ACCOUNT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER, WHICH DEFAULT OR BREACH IS NOT CURED WITHIN SEVEN (7) BUSINESS DAYS AFTER WRITTEN NOTICE IS GIVEN BY SELLER TO BUYER, THE LIQUIDATED DAMAGES AMOUNT SHALL SERVE AS DAMAGES FOR SUCH BREACH OR DEFAULT BY BUYER,AS A REASONABLE ESTIMATE OF THE DAMAGES TO CITY, INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER, OPPORTUNITY COSTS IN KEEPING THE PROPERTY OUT OF THE MARKETPLACE,AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. THE PAYMENT AND RETENTION OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369,BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. UPON BUYER'S FAILURE TO PURCHASE THE PROPERTY ON ACCOUNT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY DEVELOPER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO RETAIN SUCH LIQUIDATED DAMAGES. i' ' 110 4.13 Buyer's Remedies. Buyer and Seller agree that if the sale contemplated by this Agreement is not completed as herein provided solely by reason of any material default of Seller, Buyer's deposit shall be returned to Buyer, and Buyer shall have the right to pursue any remedy available at law or in equity for such default of Seller, including, without limitation, the specific performance of this Agreement. 4.14 Statement of Buyer and Seller Concerning Executory Terms. Buyer and Seller acknowledge that the consummation of the Escrow is contingent upon compliance with some or all of the executory terms and provisions of this Agreement and that the parties hereto are the sole persons or entities entitled and authorized to determine whether all executory terms and provisions required to be performed prior to the Close of Escrow have been satisfied or deemed satisfied prior to the close of Escrow. Accordingly, prior to the Scheduled Closing Date, Buyer and Seller, shall each deposit with Escrow Holder a written statement acknowledging that all executory terms and provisions of this Agreement, insofar as the same relate to each party respectively and any obligation of Escrow Holder relating thereto, have been satisfied, deemed satisfied or waived. Deposit of such statement with Escrow Holder shall constitute each party's authorization to close Escrow. 4.15 Termination of Agreement. In the case of termination of this Agreement in accordance with its terms and cancellation of the Escrow (except for a Buyer's Default under which Seller would be entitled to retain Buyer's deposit as liquidated damages), all documents and funds (together with any interest accrued thereon) previously deposited into the Escrow shall be promptly returned to the depositing party by the person or entity then holding such documents and funds, and all rights and obligations of the parties existing hereunder shall thereafter terminate and be of no further force and effect except for the indemnification of Buyer in Sections 3.1 which shall survive the termination of this Agreement. 4.16 Escrow Cancellation Charges. In the event the event that this Escrow shall fail to close by reason of the default of either party hereunder, the defaulting party shall be liable for all Escrow cancellation charges. In the event that the Escrow shall fail to close for any other reason, each party shall be liable for one-half(1 2) of all Escrow cancellation charges. 4.17 Delay in Closing; Seller to Close. If Escrow Holder cannot close the Escrow on or before the scheduled Closing Date, it will, nevertheless, close the same when all conditions have been satisfied or waived, notwithstanding that one or more of such conditions has not been timely performed, unless after the Scheduled Closing Date and prior to the close of the Escrow, Escrow Holder receives a written notice to terminate the Escrow and this Agreement from a party who, at the time such notice is delivered, is not in default hereunder. The exercise of such right, and the return of moneys and documents, shall not affect the rights of the party not in default Permitted in this Agreement for the other party's breach of this Agreement. In addition, the giving of such notice, the failure to object to termination of the Escrow or the return of moneys and documents shall not affect the right of the other party to pursue other remedies permitted hereunder for the breach of the party who gives such notice. I' aLc 111 ARTICLE V MISCELLANEOUS PROVISIONS 6.1 Incorporation of Exhibits. All exhibits attached hereto and referred herein are incorporated in this Agreement as though fully set forth herein. 6.2 Attorneys' Fees. In any legal proceeding between Buyer and Seller seeking enforcement of or attempting to construe any of the terms and provisions of this Agreement, or in connection with any of the property described herein, including, without limitation, insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including, without limitation, service of process, filing fees, court and court reporter costs, investigation costs, expert witness fees and the cost of any bonds, and reasonable attorneys' fees. 6.3 Notices. All Notices required or permitted by this Agreement shall be in writing and may be delivered in person (by hand delivery or professional messenger service) to either party or may be sent by registered or certified mail, with postage prepaid, return receipt requested or delivered by Express Mail of the U.S. Postal Service or Federal Express or any other courier services guaranteeing overnight delivery, charges prepaid, addressed as follows: If to Seller at: Grand Terrace Successor Agency 22795 Barton Road Grand Terrance, CA 92313 Attention: Agency Secretary If to Buyer: D&MJFH 1, LLC 21800 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Attention: Douglas Jacobsen, CEO Any such notice sent by registered or certified mail, return receipt requested, shall be deemed to have been duly given and received seventy-two (72) hours after the same is so addressed and mailed in Los Angeles, Orange, San Bernardino or Riverside Counties with postage prepaid. Notices delivered by overnight service shall be deemed to have been given twenty-four(24) hours after delivery of the same, charges prepaid, to the U.S. Postal Service or private courier. Any notice or other document sent by any other manner shall be effective only upon actual receipt thereof. Any party may change its address for purposes of this Section by giving notice to the other party and to Escrow Holder as herein provided. 6.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. f' a - c 112 6.5 Assignment. This Agreement may not be assigned by either party without the express written consent of the other party first had and obtained. Except as provided in the preceding sentence, any assignment of delegation of rights, duties, or obligations hereunder made without the prior written consent of the other party or parties hereto shall be void and of no effect. No such assignment shall be deemed to relieve the assigning party from any liability or responsibility hereunder. Notwithstanding the foregoing, it is understood that Buyer intends to form a Limited Partnership and to assign its interest in this Agreement to such Limited Partnership which assignment shall not be subject to prior written approval. 6.6 Relationship of the Parties. The relationship of the parties to this Agreement shall be solely that of Buyer and Seller, and nothing herein contained shall be construed otherwise. 6.7 Governing Law. This Agreement shall be governed by, interpreted under and construed and enforced in accordance with the internal laws of the State of California. 6.8 Entire Agreement: Amendment. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein and no prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters, shall be effective for any purpose. No provision of this Agreement may be modified, waived, amended or added to except if in writing and signed, by the party against which the enforcement of such modification, waiver, amendment or addition is or may be sought. 6.9 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties may require. 6.10 Headings. The headings of this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions of this Agreement. 6.11 Sever ability. Any paragraph, section, sentence, clause or phrase contained in this Agreement shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby. 6.12 Waiver. The waiver of any breach of any provision hereunder by Buyer or Seller shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof. 6.13 Further Assurances. Seller and Buyer each agree to do such further acts and things and to execute and deliver such additional agreements and instruments as the other may reasonably require to consummate, evidence or confirm the sale or any other agreement contained herein in the manner contemplated hereby 6.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. Page 113 6.15 Time of Essence. Time is of the essence in this Agreement as to all dates and time periods set forth herein. 6.16 Eminent Domain Proceedings. Seller shall promptly notify Buyer of any condemnation proceeding commenced prior to the Close of Escrow. If any such proceeding relates to or may result in the loss of any material portion of the Property, Seller or Buyer may, at its option, elect either to (i) terminate this Agreement, in which event all funds deposited into Escrow by Buyer or released to Seller shall be returned to Buyer, all instruments shall be returned to the respective parties who deposited the same, and neither party shall have any further rights or obligations hereunder except as provided in Section 4.15, or(ii) continue the Agreement in effect, in which event upon the Close of Escrow. Buyer shall be entitled to any compensation, awards, or other payments or relief resulting from such casualty or condemnation proceeding. 6.17 Recitals. The provisions of the recitals of this Agreement shall constitute operative and enforceable provisions of this Agreement. IN WITNESS WHEREOF, this Agreement has been executed by the parties on the dates set forth under their respective signature below, notwithstanding that this Agreement is dated for convenience and reference as of the date and year first written above. SELLER: BUYER: City of Grand Terrace, a municipal D&MJFH 1, LLC corporation, acting as the Successor Agency to the Grand Terrace Community Redevelopment Agency as defined by Health By: and Safety Code Section 341710) Its: By: G. Harold Duffey, Executive Director Dated: June , 2018 Dated: June , 2018 Approved as to Form: Richard L. Adams, II Agency Attorney 1' a e 114 EXHIBIT "A" LEGAL DESCRIPTION City Property Legal Description The land referred to in this report is situated in the County of SAN BERNARDINO, State of California, and is described as follows: APN: 0275-242-10-0-000 LOT 16 OF TRACT NO. 2966, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 40, PAGE 46 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM THAT PORTION GRANTED TO THE CITY OF GRAND TERRANCE BY DEED RECORDED ON OCTOBER 10, 1986 AS INSTRUMENT NO. 298491 OF OFFICIAL RECORDS. APN: 0275-242-11-0-000 LOT 17 OF TRACT NO. 2966, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 40 PAGE 46 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF GRAND TERRACE BY DEED RECORDED JANUARY 14, 1987, AS INSTRUMENT NO. 87-011598, OFFICIAL RECORDS. STATE OF CALIFORNIA } COUNTY OF SAN BERNARDINO } CITY OF GRAND TERRACE } I Debra L. Thomas, Board Secretary of the CITY OF GRAND TERRACE, CALIFORNIA, DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. OB 2018-04 was duly passed, approved and adopted by the Oversight Board of the Successor Agency, approved and signed by the Chair, and attested by the Board Secretary, at the special meeting of said Oversight board of the Successor Agency held on the 28th day of June 2018, and that the same was passed and adopted by the following vote: AYES: Board Members Forbes, Freeman, Saks; Chair McNaBoe NOES: None. ABSENT: Board Member Strong; Vice Chair Morga ABSTAIN: None. Executed this 29th day of June 2018, at Grand Terrace, California. 101 jjbL(� ebra L. Thomas Board Secretary [SEAL]