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06-28-2018 - Special Meeting CITY OF GRAND TERRACE } ' r OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY OF THE GRAND ^ ; ; ,�• TERRACE COMMUNITY REDEVELOPMENT AGENCY AGENDA • JUNE 28, 2018 Council Chambers Special Meeting 4:00 PM Grand Terrace Civic Center• 22795 Barton Road CALL TO ORDER Pledge of Allegiance Roll Call Attendee Name Present ? Absent } Late.. Arrived_ Chair Darcy McNaboe 0 0 0 ~� Vice Chair Chuck Morga 0 ❑ ❑ Board Member Cindy Saks 0 0 0 1 Board Member Bobbie Forbes 0 I 0 ❑ Board Member Adreane Freeman ❑ 0 0 1. PUBLIC COMMENT This is the opportunity for members of the public to comment on items on the agenda only. At a special meeting of the Oversight Board, pursuant to California law, the Oversight Board will only be taking public comment on items listed on the agenda. 2. APPROVAL OF MINUTES 1. Approval of Minutes—Special Meeting —04/11/2018 DEPARTMENT: CITY CLERK 3. NEW BUSINESS A. Approve the Sale of Successor Agency Property Located on the North Side of Barton Road and East of Vivienda Avenue Identified as Assessor Parcel Numbers 0275-242-10 & 0275-242-11. ' RECOMMENDATION: City of Grand Terrace - -Page 1 •Molina, Planning & Development Services Director ,' , Cynthia A. Fortune,'Assistant'City Manager_ The Oversight Board for the Successor Agency meets on the First and Third Wednesday'of each month:at 4:O6,p:m.,. , s 1 Agenda Oversight Board June 28, 2018 1. Adopt 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, and as follows: a. The sale price of the property shall be the higher of $400,000 or the prepared Broker's Price Opinion; 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 and is consistent with the City's General Plan. 2. Authorize the Executive Director to Execute a Purchase and Sale Agreement Consistent with the Terms outlined above, and such additional Terms as may be required. DEPARTMENT: PLANNING & DEVELOPMENT SERVICES ADJOURN The Next Regular Oversight Board Meeting will be held on Wednesday, July 11, 2018 at 4:00 pm. Agenda item requests must be submitted in writing to the City Clerk's office no -- later than 14 calendar days preceding the meeting. City of Grand Terrace Page 2 nning & Development Services Director ,' , Cynthia A. Fortune,'Assistant'City Manager_ The Oversight Board for the Successor Agency meets on the First and Third Wednesday'of each month:at 4:O6,p:m.,. , CITY OF GRAND TERRACE Hot 4, sw--f OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY OF THE GRAND ki? ` TERRACE COMMUNITY REDEVELOPMENT AGENCY MINUTES • APRIL 11, 2018 Council Chambers Special Meeting 4:00 PM Grand Terrace Civic Center• 22795 Barton Road CALL TO ORDER Chair McNaboe called the Oversight Board for the Successor Agency of the Grand d Terrace Community Redevelopment Agency to order. PLEDGE OF ALLEGIANCE 0 Chair McNaboe led the Pledge of Allegiance - o Attendee Name',_ Title - . ° ` .Status ; Arrived a Darcy McNaboe I Chair 1 Present Chuck Morga Vice Chair Absent Cindy Saks Board Member Present o Bobbie Forbes Board Member Present co Adreane Freeman Board Member Present Lawrence P. Strong Board Member Absent Baron J. Bettenhausen Legal Counsel Present Debra Thomas City Clerk Present Sandra Molina Planning & Development Services Present Director Alan French Public Works Present i = Cynthia A. Fortune Assistant City Manager Present j v 1. SPECIAL PRESENTATIONS - NONE In d rr 2. PUBLIC COMMENT None. City of Grand Terrace Page 1 ,, Packet Pg..3 ird Wednesday'of each month:at 4:O6,p:m.,. , . 2.1 Minutes Oversight Board April 11, 2018 3. APPROVAL OF MINUTES 1. Approval of Minutes — Regular Meeting — 01/18/2017 RESULT: ACCEPTED [UNANIMOUS] MOVER: - Cindy Saks, Board Member SECONDER: Bobbie Forbes, Board Member AYES: Darcy McNaboe, Cindy Saks, Bobbie Forbes,Adreane Freeman ABSENT: Chuck Morga, Lawrence P. Strong 2. Approval of Minutes — Regular Meeting — 01/17/2018 N a) RESULT: ACCEPTED [UNANIMOUS] MOVER: Cindy Saks, Board Member SECONDER: Bobbie Forbes, Board Member AYES: Darcy McNaboe, Cindy Saks, Bobbie Forbes,Adreane Freeman ABSENT: Chuck Morga, Lawrence P. Strong 2 a n. 4. UNFINISHED BUSINESS - NONE o 03 5. NEW BUSINESS A. Approval of Successor Agency's Last & Final Recognized Obligation Payment Schedule a (ROPS)for July 1, 2018 to June 30, 2034 6 Cynthia Fortune, Assistant City Manager gave the presentation for this item. Board Member Cindy Saks asked if much has changed in the ROPS from the previous ROPS approved by the Oversight Board at its last scheduled meeting. 0. Assistant City Manager Fortune stated the only change was the administrative allowance. 1. ADOPT RESOLUTION NO. 2018-XX- OB, A RESOLUTION OF THE OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE APPROVING A LAST AND FINAL RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS) COVERING THE PERIOD JULY 1, 2018 TO JUNE 30, 2034 AS REQUIRED BY HEALTH AND SAFETY CODE SECTION 34177, 2. ADOPT THE SUCCESSOR AGENCY'S LAST AND FINAL RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS) FOR THE PERIOD JULY 1, 2018 THROUGH JUNE 30, 2034 IN THE AMOUNT OF $30,942,683 WITH THE FUNDING SOURCES SHOWN IN EXHIBIT A; AND City of Grand Terrace Page 2 Packet Pg..4 2.1 Minutes Oversight Board April 11, 2018 3. SHOULD THE DEPARTMENT OF FINANCE (DOF) NOT APPROVE THE FUNDING SOURCES PROPOSED BY THE SUCCESSOR AGENCY, AUTHORIZE THE EXECUTIVE DIRECTOR/CITY MANAGER TO ADJUST THE FUNDING SOURCES AS AGREED UPON WITH THE DOF AND AUTHORIZE,SUBMITTAL OF THE LAST AND FINAL ROPS WITH ADJUSTED FUNDING SOURCES. RESULT: APPROVED [UNANIMOUS] " ' MOVER:, , Cindy Saks, Board Member • SECONDER: - Adreane Freeman, Board Member, AYES: Darcy McNaboe„Cindy Saks, Bobbie Forbes,Adreane Freeman. , ABSENT: Chuck Morga, Lawrence P. Strong - d B. 2011 Bond Proceeds Expenditure Agreement in the Amount of$2,026,585 Cynthia Fortune, Assistant City Manager gave the presentation for this item. THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY APPROVE THE BOND PROCEEDS EXPENDITURE AGREEMENT FOR THE EXPENDITURE OF EXCESS 2011 TAX ALLOCATION BONDS IN THE AMOUNT OF $2,026,585 BETWEEN THE a CITY OF GRAND TERRACE AND THE GRAND TERRACE SUCCESSOR AGENCY; 5 o_ ADOPT, OB RESOLUTION 2018-XX OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE APPROVING A BOND PROCEEDS O EXPENDITURE AGREEMENT BETWEEN THE CITY OF GRAND TERRACE AND N THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY APPROVING THE EXPENDITURE OF EXCESS 2011 TAX ALLOCATION BONDS IN THE AMOUNT OF $2,026,585 c RESULT: APPROVED,[UNANIMOUS] _ MOVER: Cindy Saks, Board Member 5 SECONDER: Adreane Freeman, Board Member , AYES: Darcy McNaboe, Cindy Saks, Bobbie Forbes,Adreane Freeman ABSENT: Chuck Morga, Lawrence P. Strong 6. PUBLIC HEARINGS - NONE S 7. BOARD MEMBER REPORTS None. 8. CLOSED SESSION - NONE City of Grand Terrace Page 3 Packet;Pg:5 errace Page 2 Packet Pg..4 • 2:1 Minutes Oversight Board April 11, 2018 ADJOURN A. The Next Regular Oversight Board Meeting will be held on Wednesday, April 18, 2018 at 4:00 PM. d Darcy McNaboe, Chair Debra Thomas, Secretary 0 2 L Q. w 0 r a • City of Grand Terrace Page 4 PacketPg.6 3.A hot _} AGENDA REPORT MEETING DATE: June 28, 2018 TITLE: Approve the Sale of Successor Agency Property Located on the North Side of Barton Road and East of Vivienda Avenue Identified as Assessor Parcel Numbers 0275-242-10 & 0275- 242-11. PRESENTED BY: Sandra Molina, Planning & Development Services Director RECOMMENDATION: 1. Adopt 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, and as follows: a. The sale price of the property shall be the higher of $400,000 or the prepared Broker's Price Opinion; 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 and is consistent with the City's General Plan. 2. Authorize the Executive Director to Execute a Purchase and Sale Agreement Consistent with the Terms outlined above, and such additional Terms as may be required.. 2030 VISION STATEMENT: This staff report supports Goal #3: Promote Economic Development: Develop Proactive Economic Development Plan to Attract New Businesses and Retain Existing Businesses. BACKGROUND: The subject property is made up of two separate parcels totaling approximately 38,000 square feet. The property is identified in the adopted Long-Range Property Management Plan (PMP) as Property 1. The'PMP, as approved by the Department of Finance, lists Property 1 for liquidation. Packet.Pg.7 The proposed buyer is D&MJFH 1, LLC, represented by Douglas Jacobsen. Mr. Jacobsen also represents the property at the northeast corner of Barton Road and Vivienda Avenue. Attachment 1 is a Letter of Intent (Agreement) to purchase Property 1. On June 26, 2018, the Successor Agency adopted a Resolution approving a Purchase and Sale Agreement with D&MJFH 1, LLC, and authorized the Executive Director to execute the Agreement. The Agency's action is subject to the Oversight Board's review and approval. However, pursuant to Health and Safety Code Section 34191.5(f) actions to implement the approved PMP do not require review by the Department of Finance. DISCUSSION: The Agency Executive Director received the attached Letter of Intent to purchase Property 1 at a purchase price of $400,000. This is the best offer received. The PMP prepared in 2013 and revised in 2014 estimated the value of Property 1 at $350,000. Refer to Attachment 2 for the analysis of Property 1 from the PMP. Market values have increased since 2014 and it is reasonable to expect the value of Property 1 to have increased as well. To ensure that the Agency receives fair market value of the property, one of the terms of the Purchase and Sale Agreement ("PSA") (Attachment 4) will be that the Buyer will purchase the property at the higher of$400,000 or the value set by a Broker's Price Opinion of Value. The PSA that was negotiated by the City with D&MJFH 1, LLC contains some of the provisions found in the Letter of Intent. The PSA provides for a 90 day escrow that may be extended by mutual written agreement or in the discretion of the Executive Director. The purchase is subject to a contingency (Section 4.8(f) of the PSA) that the Buyer execute a purchase agreement and opens escrow on the property located at 22182 Barton Road (owned by Dr. Luke). The properties sits between two dynamic corners in Grand Terrace. Over 28,000 cars per day circulate through the intersection at Barton Road and Mount Vernon Avenue and over 27,000 cars per day pass through the intersection at Barton Road and Michigan Street. Assembling of the properties will allow for a cohesive design and maximizes the opportunity to capture these vehicle trips. FISCAL IMPACT: Proceeds from the sale of the property must be distributed to the appropriate taxing entities. The City's General Fund will realize a positive financial impact of approximately $80,000. This is because there are many taxing entities that receive a percentage of the proceeds from the sale of former redevelopment agency property. The City's General Fund receives 19.97% of-the sale proceeds after deduction of qualified expenses. The largest disbursements are to the Colton Joint Unified School District (26.53%), ERAF (19.26%) and County of San Bernardino General Fund (12.72%). Packet Pg.8 ATTACHMENTS: • Updated 6.22.2018 LOI Barton Road - DCJ executed (PDF) • Property 1_from LRPMP (PDF) • 4825 (DOCX) • Attachment to Resolution -Purchase and Sale Agreement_DMJFH 1 LLC_Rev3 (DOCX) APPROVALS: - Sandra Molina Completed 06/26/2018 7:55 PM Finance Completed 06/26/2018 7:58 PM ti City Attorney Completed 06/27/2018 11:31 AM City Manager Completed 06/27/2018 1:19 PM Oversight Board Pending 06/28/2018.4:00 PM ` 1 ,Packet-Pg.9 '''. 3:A:a r June 22,2018 Letter of Intent(Agreement) to Purchase the Property as Defined Herein Barton Rd. Grand Terrace, CA 92313 APN#0275-242-10 & 11 _ i k T g Y i t i S This Agreement shall serve to set forth the terms and conditions under which D&MJFH 1, LLC o t and/or assigns(Buyer) is prepared to purchase the Property as defined herein: I 1. Property: Two (2) vacant lots, located on Barton Rd., Grand Terrace, c CA 92313, San Bernardino County, owned by Successor a) 1 Agency to the Grand Terrace Community Redevelopment in 1 Agency and identified as APN #0275-242-10 and APN #0275-242-11 °' I 2. Purchase Price: Four Hundred Thousand Dollars ($400,000.00) payable in d cash at Close of Escrow. o 3. Buyer Deposit: Upon opening of Escrow, Buyer to deposit Ten-Thousand if Dollars ($10,000) with Escrow Holder in an interest e' bearing account. All Deposits to be credited toward the c purchase price at Close of Escrow. Buyer to deposit co 4 balance of purchase price by cashier's check or wire 0° � transfer at least one (1)day prior to Closing Date. o co 1 4. Agreement: This Agreement, shall serve to open Escrow upon full N execution by both Buyer and Seller, along with any (-4 1 additional escrow instructions required by Escrow Holder. -g C, 5. Opening of Escrow: , Opening of Escrow is defined herein as the date by which a 1 the Escrow Holder possesses a fully executed copy of this r i Agreement. d 6. Close of Escrow: Close of Escrow to be thirty (30) days after Opening of r Escrow, unless Seller requires additional time, but no later a than ninety(90)days from Opening of Escrow. g s 7. Due Diligence Period: Buyer to have ten (10) days to perform all necessary Due Diligence. Due Diligence period to begin upon mutual 1 execution of this Agreement. i i Page 1 :Racket Pg 10_ are many taxing entities that receive a percentage of the proceeds from the sale of former redevelopment agency property. The City's General Fund receives 19.97% of-the sale proceeds after deduction of qualified expenses. The largest disbursements are to the Colton Joint Unified School District (26.53%), ERAF (19.26%) and County of San Bernardino General Fund (12.72%). Packet Pg.8 , , F - 3.Aa I I I 8. Contingency: Subject to Buyer having a fully executed Agreement and an I open escrow for the property at 22182 Barton Rd, Grand Terrace, CA(APN#0275-242-12). a 9. Title&Escrow: Title & Escrow to be Fidelity National Title Company. Buyer and Seller to each pay 50% of the Escrow fees. All other costs shall be paid per County custom. 9.1 Title Approval: Promptly after Opening of Escrow, Seller shall, at Seller's expense, provide Buyer with a current preliminary Title cD 1 Report issued by Fidelity National Title Company showing o the status of title of the Property together with copies of all a i documents and plotted easements relating to title 0 referenced in the Title Report. Within five (5) days of a, Buyer's receipt of the Title Report, Title Documents and a plotted easements, Buyer shall notify Seller and Escrow ° Holder, in writing, of any unacceptable exceptions on the To • Title Report. If Buyer fails, during such five (5) day period ,a to approve or disapprove any unacceptable exceptions shown on the Title Report, Buyer shall be deemed to have a 1 approved the Title Report. Should Buyer disapprove of any CD 4 title matter, Seller shall use its best efforts to provide for n the removal of such title matter. Seller shall convey fee simple title to the Property and ce° provide Buyer with a standard Title Policy, subject only to o the non delinquent real property taxes and exceptions R 1 shown on the Title Report approved by Buyer. Seller shall 0° 1 eliminate all other exceptions to title prior'to Close of o Escrow. , 1 0 N # 10. Property Documents: Within five (5) days following the mutual execution of this N # Agreement, Seller shall deliver to Buyer all available site -0 information to include, but not be limited to, surveys, C e environmental studies, scaled site plans, improvement $ plans, easements, soils reports, agreements or conditions pertaining to the site or any other pertinent information in c Seller's possession relating to the Property. E If this transaction is terminated for any reason, Buyer shall Q return all documents to Seller within three (3) business days of termination. # 11.Right to Enter: Buyer and its agents, employees or consultants, shall have the right to enter upon the Property and conduct, at its sole expense, such surveys, environmental audits, studies and i investigations as Buyer deems necessary to satisfy itself in 1 its complete and sole discretion of all matters affecting the 1 Page 2 1 Packet,Pg.11 i i '3.A.a Property. If Buyer excavates or otherwise disturbs the condition of the Property, Buyer shall restore the Property to the condition it would have been absent such excavations or disturbances by Buyer. Buyer shall indemnify, defend and hold Seller harmless from all damage, loss or liability, including without limitation, attorey's fees and costs of court, mechanics liens, claims or assertions thereof arising from or in connection with such investigations. _ 12. Conditions: Subject to Dr Harold Luke securing buildable pad on property with APN# 0275-242-10 owned by Successor o Agency to the Grand Terrace Community Redevelopment a Agency or its Assignee. 13. Commission: Subject to Successor Agency to the Grand Terrace Community Redevelopment Agency signing separate a°, agreement to pay a six per cent (6%) commission to N Candyce Bozner (Broker) Grand Terrace Real Estate -a through Escrow, at Close of Escrow. Seller & Buyer agree that Candyce Bozner is the only broker of record. m 15. Expiration: This Agreement shall remain in full force until 5:00 P.M., June 29,2018. By execution below, both Parties are in agreement with the terms contained herein. _ Submit -e by: Accepted by: 0° ` ArAp:Aelm, co Successor Agency to the Grand Terrace N t Community Redevelopment Agency N CC Its Its 61; V Date Date E U f0 r.+ Page 3 Packet 4 oved by Buyer. Seller shall 0° 1 eliminate all other exceptions to title prior'to Close of o Escrow. , 1 0 N # 10. Property Documents: Within five (5) days following the mutual execution of this N # Agreement, Seller shall deliver to Buyer all available site -0 information to include, but not be limited to, surveys, C e environmental studies, scaled site plans, improvement $ plans, easements, soils reports, agreements or conditions pertaining to the site or any other pertinent information in c Seller's possession relating to the Property. E If this transaction is terminated for any reason, Buyer shall Q return all documents to Seller within three (3) business days of termination. # 11.Right to Enter: Buyer and its agents, employees or consultants, shall have the right to enter upon the Property and conduct, at its sole expense, such surveys, environmental audits, studies and i investigations as Buyer deems necessary to satisfy itself in 1 its complete and sole discretion of all matters affecting the 1 Page 2 1 Packet,Pg.11 i i • 3.A:b Amended Long-Range Property Management Plan City of Grand Terrace Successor Agency November 13,2014 Page 8 of 21 2.0 Long-Range Property Management Plan Property#1: 22100 Block of Barton Road aq +7� + ,a.R n.. fin" 1w..". .. , Halarrenn -:. iri9 ' r . , , ., r t, r'' : .., A...I; ,,,r Iiii,„„ -,...,::,., 4:,,q, A. ', , „.' , ---,.- — c`grf,, . ',--'- ,F. , .f., 4:4,,,,,,*N.' AI 4;1-,--:::.:,4 . u ,y$ 1'. :11 , .„) ,,-'''''',.`,.:,,;1..,1::: ,, irjlq o. tm 1 . x �y s yC C +, 3#r `` s ty *A ' ,. d 73 E iF,` . i ? 4p Y S 9^ J r . ' fJam i �' W� -i ' dr4 t'' rtat a Ce V ., t.:,,,i. '";Nit.*:. .,-' • 1 ';'1 '` i -,....fr-',... 'it-.'. -*" ,,.;ttt'Stk''~-"v -„„,.4 ,i, ... E Barton.G'3 1 , 4 °j � .. . x - a 0 . L ,Parcel Data-Property �- Ad'cJress 22100 Block-of9Barton.Road' APN 0275-242-10&0275-242-11 E Lot'Size 0 88 acres.'(38;333 square feet) Use Vacant land Q Zoning r BRSP`-,General,Commercial Current Title City of Grand Terrace Successor Agency The analyses,projections,assumptions,rates of return,and any examples presented herein ere for i:tuslretive purposes and are not a guarantee of actual end/or future results.Project pro forma end tax analyses are projections - only.Actual results may differ materially from those expressed in this analysis ko s m o, , 885 South Figueroa Sweet,35th Floor Los Angeles Ca ldornie 80017 ph 213 417 3300 fax 213 417 3311 RESOLUTION NO.2014-0b PAGE 8 OF 21 DECEMBER 17, '^ Packet Pg.13 1 ation to include, but not be limited to, surveys, C e environmental studies, scaled site plans, improvement $ plans, easements, soils reports, agreements or conditions pertaining to the site or any other pertinent information in c Seller's possession relating to the Property. E If this transaction is terminated for any reason, Buyer shall Q return all documents to Seller within three (3) business days of termination. # 11.Right to Enter: Buyer and its agents, employees or consultants, shall have the right to enter upon the Property and conduct, at its sole expense, such surveys, environmental audits, studies and i investigations as Buyer deems necessary to satisfy itself in 1 its complete and sole discretion of all matters affecting the 1 Page 2 1 Packet,Pg.11 i i :3.A.:b - . . Long-Range Property Management Plan - City of Grand Terrace Successor Agency , November 13,2014 Page 9 of 21 Acquisition&Valuation Information—Property#1 _... ' ' ' •P 11272009:(APW#92754242;144 ate UrchaSe D ; 0112909(APINIt#92-75-242-46), _ z, Purchase Price $399,231 Funding faxiiicrement,, • . Future commercial development in advancement of Purpose RDA planning objectives Estimate of Current Value , 050,090 Professional appraisal obtained by City dated August — Method of Valuation , 23, 2011 >, 4) O. Revenues Generated by Property&Contractual Requirements—Property.#1.- ......—. .., :NO Relieriuk5 or There are norevenues•generated,by this',property and there noContractual a a) :OOntradtilaytequirernatitS relatedtp thiskproparty. ' ca ReciPirOrileMP, . • , „ :. ,,, , , . .,..:. . .. ',. , . .., , - . .,.. - , 13 History of Environmental Contariiination or,Remediation Efforts—Property.#1 . as co Phase TiEtiviroirrier.101!!$itii,ASSeSsfrientar01..irrijte'd Phase II , Environmental Site Screening dated March 1.8-26.99;April 15, 4199.ah0.,:pp,Fitember 11;2009. NO knoWn historytry of - ,. . i -- enVironmentaiContaMinatiOn, deSignatiori•at'BroWrifie1dAe, Or , . , rernediatiOh4as ideritified, : 2 pqhhg the,aforemeritigneOesctaw„a sobsequent Phase.1 >. Assessment Was conducted,by•O'Reilly, which identified'a 19, .0 „ o_ SOW Removal ,cubic yard soil pile, asa ko6ognized'EnvircinthentalCOnCern 2 Required '(14E0). Additional soil sampling of the soil 010,4et.phijihedAhe, o. stockpile contains non-hazardous levelsof diesel and oil, . range!hydrocarbons!.As ,condition tcs the close of escrow, E ,O'keilly was,requiring the Agency to remove the soil from the property:To properly dispose of the g011!pile to the appropriate as , treatment storage disposal facility, additional.analysis for VOC's . . arid rheteliisirequirec(- . . . ., , . . . . ; , The Agehcyhasihciticleit the anticipated:,Coet of Soil:rernOval on the:Recogh4eifObligatiOn Paynleht chadula(7,140,P$")._ The analyses,projections,assumptions,rates of return.and any examples presented herein are for illustrative A. rp...7glmaguarioftctuIaorftturearesuI .7 ectproforma and fax analyses 28 pojecllons4umaydizztortailyr:mroseexprdrdsnnalynin Pill kosmo . 885 South Figueroa Street,3,5iti Floor Los Angeles California 90017 ph 213,417 3300 fax 213 417 3311 ' l RESOLUTION N .,„.2014-06 PAGE 9 OF 21 DECEMBER 17,21,_A 13 aOkelt INf.„14: =: , 3.A.b Long-Range Property Management Plan City of Grand Terrace Successor Agency November 13,2014 Page 10 of 21 Transit-Oriented Development&Agency Planning Objectives-Property#1 Potential`for TOD' - �:Not applicable , Agency Planning Future development of retail commercial uses will advance Objectives Agency objectives of elimination of blight and strengthening of commercial uses and the economic base of the community Br(of 1History of Previous Development Proposals and Activities -Property#1 This property was in escrow for safe to=O'Reilly.Automotive ' History Stores, Inc: ("O'Reilly") in May;.however, escrow.was: _ terminated in August of 2013 due to.:redevelopment dissolution Recommendaton'for Disposition Property .- '—*- Q- - :As:the Purchase.ands:Sale:Agreerrient,withO±Reilly is;no longer.,; a in,:place at�this'timer;it is=recommended;that the:property,be: c sold;to a developer or end-user for:development.consistent. C Liquidation : with Agency planning'objectives for a sale price consistent with ' a estimate of current value: Revenue generated"from'the;sale:of c - this :ro e. `is ro,osedk�to be;distributed to�localtaxin as P-,P nY.�� P P 9 � � .„ agencies;;pursuant tO AB`1'484,, - a 2 a cc J E O L 1 ty a O L a t c d E is z a The analyses,projections,assumptions,rates of return,and any examples presented herein ere for Illustrative purposes end am not a guarantee of actual ardor futuraresutts.Project pro fomw and tax analyses are projections A. only.Actual results may differ materially from those expressed in th s analys s. ko s m 885 South Figueroa Street,35th Floor Los Angeles California 90017 ph 213.417 3300 fax 213 417,3311 F. 1 RESOLUTION NO.2014-06 PAGE 10 OF 21 DECEMBER 17,r,d Packet Pg15 torage disposal facility, additional.analysis for VOC's . . arid rheteliisirequirec(- . . . ., , . . . . ; , The Agehcyhasihciticleit the anticipated:,Coet of Soil:rernOval on the:Recogh4eifObligatiOn Paynleht chadula(7,140,P$")._ The analyses,projections,assumptions,rates of return.and any examples presented herein are for illustrative A. rp...7glmaguarioftctuIaorftturearesuI .7 ectproforma and fax analyses 28 pojecllons4umaydizztortailyr:mroseexprdrdsnnalynin Pill kosmo . 885 South Figueroa Street,3,5iti Floor Los Angeles California 90017 ph 213,417 3300 fax 213 417 3311 ' l RESOLUTION N .,„.2014-06 PAGE 9 OF 21 DECEMBER 17,21,_A 13 aOkelt INf.„14: =: , , 3.A.c RESOLUTION NO. OB 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, c programs, and activities within designated redevelopment project areas throughout o. the City of Grand Terrace (City);and d 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 Successor Agency is required to administer the winding down of the Former RDA's operations and to ensure compliance with the Former RDA's co obligations in accordance with AB 26, as subsequently amended (collectively, the cc Dissolution Laws);and co Tr 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 a 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 1 Packet Pg 16 - lysis for VOC's . . arid rheteliisirequirec(- . . . ., , . . . . ; , The Agehcyhasihciticleit the anticipated:,Coet of Soil:rernOval on the:Recogh4eifObligatiOn Paynleht chadula(7,140,P$")._ The analyses,projections,assumptions,rates of return.and any examples presented herein are for illustrative A. rp...7glmaguarioftctuIaorftturearesuI .7 ectproforma and fax analyses 28 pojecllons4umaydizztortailyr:mroseexprdrdsnnalynin Pill kosmo . 885 South Figueroa Street,3,5iti Floor Los Angeles California 90017 ph 213,417 3300 fax 213 417 3311 ' l RESOLUTION N .,„.2014-06 PAGE 9 OF 21 DECEMBER 17,21,_A 13 aOkelt INf.„14: =: , 3:A.c 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 ViviendaAvenue, 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 higher of $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 t WHEREAS, consistent Code section 34191.5(c)(2)(B), the Successor Agency c will cause the net purchase price proceeds to be distributed, pro rata, to the local a taxing entities;and CD 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 re SUCCESSOR AGENCY FOR THE GRAND TERACE COMMUNITY REDEVELOPMENT AGENCY DOES RESOLVE, DETERMINE, FIND AND ORDER AS co FOLLOWS: 0) E Section 1. The Oversight Board finds that all of the above recitals are true and correct w and are incorporated herein by reference. - a 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 $400,000 or the prepared Broker's Price Opinion of Value; b. Escrow shall close 90 days from the date of opening, unless extended by the Executive Director; c. The sale is subject to the Planning Commission determining the sale of the Property is consistent with the City's General Plan; and 2 ;Packet Pg.17 et sale proceeds in the same proportion as their share of general property tax revenues; and 1 Packet Pg 16 - lysis for VOC's . . arid rheteliisirequirec(- . . . ., , . . . . ; , The Agehcyhasihciticleit the anticipated:,Coet of Soil:rernOval on the:Recogh4eifObligatiOn Paynleht chadula(7,140,P$")._ The analyses,projections,assumptions,rates of return.and any examples presented herein are for illustrative A. rp...7glmaguarioftctuIaorftturearesuI .7 ectproforma and fax analyses 28 pojecllons4umaydizztortailyr:mroseexprdrdsnnalynin Pill kosmo . 885 South Figueroa Street,3,5iti Floor Los Angeles California 90017 ph 213,417 3300 fax 213 417 3311 ' l RESOLUTION N .,„.2014-06 PAGE 9 OF 21 DECEMBER 17,21,_A 13 aOkelt INf.„14: =: , 3.A.c 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 0. for the Grand Terrace Community Redevelopment Agency at a special meeting held on 2 the 28th day of June 2018. a a) C) 0 m CO U) Darcy McNaboe Chair of the Oversight Board of the Successor Agency for the Grand Terrace Community Redevelopment Agency cc N CO ATTEST: c)Debra L. Thomas a Board Secretary 3 Packet P.g:-18 OARD OF THE re SUCCESSOR AGENCY FOR THE GRAND TERACE COMMUNITY REDEVELOPMENT AGENCY DOES RESOLVE, DETERMINE, FIND AND ORDER AS co FOLLOWS: 0) E Section 1. The Oversight Board finds that all of the above recitals are true and correct w and are incorporated herein by reference. - a 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 $400,000 or the prepared Broker's Price Opinion of Value; b. Escrow shall close 90 days from the date of opening, unless extended by the Executive Director; c. The sale is subject to the Planning Commission determining the sale of the Property is consistent with the City's General Plan; and 2 ;Packet Pg.17 et sale proceeds in the same proportion as their share of general property tax revenues; and 1 Packet Pg 16 - lysis for VOC's . . arid rheteliisirequirec(- . . . ., , . . . . ; , The Agehcyhasihciticleit the anticipated:,Coet of Soil:rernOval on the:Recogh4eifObligatiOn Paynleht chadula(7,140,P$")._ The analyses,projections,assumptions,rates of return.and any examples presented herein are for illustrative A. rp...7glmaguarioftctuIaorftturearesuI .7 ectproforma and fax analyses 28 pojecllons4umaydizztortailyr:mroseexprdrdsnnalynin Pill kosmo . 885 South Figueroa Street,3,5iti Floor Los Angeles California 90017 ph 213,417 3300 fax 213 417 3311 ' l RESOLUTION N .,„.2014-06 PAGE 9 OF 21 DECEMBER 17,21,_A 13 aOkelt INf.„14: =: , `3.A.d PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Escrow Instructions ("Agreement"), dated this 26th 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 34171(j), ("Seller"), and D&MJFH 1, a` LLC, a California limited liability company("Buyer"). as RECITALS Q 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 cci California Health and Safety Code section 34177(e) and as authorized by the Long Range J Property Management Plan approved by the Department of Finance. u. C. Buyer has agreed to purchase the Property and Seller has agreed to convey it to Buyer pursuant to the following terms and conditions. of AGREEMENT E ARTICLE I 1.1 Sale and Purchase. Subject to the terms and conditions set forth in this Agreement, a) Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property from Seller in "As Is". a R CD 1.2 Purchase Price. In consideration of the Buyer's purchase of the Property, Buyer co 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 o 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 CD 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. Page 11 Packet Fig. 19 ons4umaydizztortailyr:mroseexprdrdsnnalynin Pill kosmo . 885 South Figueroa Street,3,5iti Floor Los Angeles California 90017 ph 213,417 3300 fax 213 417 3311 ' l RESOLUTION N .,„.2014-06 PAGE 9 OF 21 DECEMBER 17,21,_A 13 aOkelt INf.„14: =: , 3.A.d 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) allZ. matters of title respecting the Property set forth in a Preliminary Title Report to which Buyer has 2 not submitted a written objection as set forth in Section 3.4(a). a ARTICLE 11 a) REPRESENTATIONS AND WARRANTIES 2.1 Representations and Warranties of Seller True and Correct. Seller hereby Tti represents and warrants to Buyer that the following facts are true and correct as of the date M 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 cc 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 o� 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. R U, (b) Requisite Action. All requisite action has been taken by Seller in ca connection with entering into this Agreement, to execute the instruments referenced herein, and the consummation of the transactions contemplated hereby. t (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 ce 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 notCD 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 Page 12 Packet P.g 20, 3.A.d (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 a facts which might give rise to such actions, lawsuits, c 1 aims or proceedings. During the Escrow 2 period, Seller will not commence or defend any action with respect to the Property except upon ra., 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. a� co (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 Wi 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 o local laws and regulations governing, or in any way relating to the generation,handling, manufacturing, treatment, storage, use, transportation, spillage, leakage, dumping, discharge or E 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, co 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 cts 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 a 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. d (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 a) of the Property. To the best of Seller's knowledge, except as disclosed by Seller to Buyer, there 5 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 c Property after the Close 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. (j) 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 Page 13 Packet Pg.21 3.A.d 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 o Seller in this Agreement or in any document, certificate of schedule prepared by Seller and to be a` furnished to Buyer pursuant to the terms of this Agreement contains any untrue statement of material fact. _ a 2.2. Representations of Buyer. Buyer has the full authority and power to comply with c 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 i original acquisition of the Property was pursuant to Health and Safety Code Section 33000, et. J 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 ABXI 26,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 c� a) Code 34191.3. Buyer acknowledges and agrees that the Seller's sale of the Property may be aEi 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, co consultants or volunteers related to the Procedural Requirements. m (b)Validity. This Agreement and all documents required hereby to be executed s 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 o 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 c or options to purchase the Property or any rights incident thereto except as may be set forth d herein. c w Page 14 Packet Pg.22 eller shall promptly notify Buyer of any material, adverse change in any condition with respect to the Property or of any event or circumstance which Page 13 Packet Pg.21 3.A.d (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, C' 0 employees, and agents, and their respective heirs, successors,personal representatives and o_ 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 c, physical and environmental condition of the Property. BUYER EXPRESSLY WAIVES ITS 0 RIGHTS GRANTED UNDER CALIFORNIA CIVIL CODE SECTION 1542 AND UNDER a� ANY PROVISION OF LAW THAT PROVIDES THAT A GENERAL RELEASE DOES NOT in 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 a) CLAIMS,AND THAT SUCH WAIVERS AND RELEASES FORM A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY BUYER IN EXCHANGE FOR SEI I U' ER'S PERFORMANCE UNDER THIS AGREEMENT. BUYER HAS CONSULTED WITH a LEGAL COUNSEL CONCERNING THE EFFECTS OF THIS WAIVER AND RELEASE ON y BUYER'S RIGHTS AND REMEDIES RELATED TO THE PROPERTY. Initials: Buyer: Seller: 0 0 ARTICLE III a cc 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 co 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, Page I5 Packet Pg.23. t 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 c or options to purchase the Property or any rights incident thereto except as may be set forth d herein. c w Page 14 Packet Pg.22 eller shall promptly notify Buyer of any material, adverse change in any condition with respect to the Property or of any event or circumstance which Page 13 Packet Pg.21 3.A.d 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 L otherwise set forth herein, Buyer shall have a period of forty five(45) days following Buyer's o receipt of a Preliminary Title Report("Inspection Review Period"), to approve at its sole a. discretion, the following, which shall be prepared at Buyer's sole expense: as (1) Preliminary Title Report and related underlying documents. 0 (2) Plat Map, if any existing a� R (3) Physical condition of the Property, including any Hazardous Substance Condition Report Buyer may prepare a', (4) Size and description of the property. 0' Any or all items requested above that are in the Seller's possession shall be submitted to Buyer for its review. u=,. 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 R objection within the Inspection Review Period shall be deemed Buyer's acceptance of all of the -a foregoing. d 3.4 Buyer's Conditions and Inspection Period. All of Buyer's duties and obligations 2 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 cc the expiration of the Inspection Period. If Buyer fails to notify Seller of its waiver or satisfaction r 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 Page 16 Packet Pg.24 w Page 14 Packet Pg.22 eller shall promptly notify Buyer of any material, adverse change in any condition with respect to the Property or of any event or circumstance which Page 13 Packet Pg.21 • 3.A.d 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 a to cure such defects Buyer shall.elect as its sole remedy to either: (i) terminate this Contract by 2 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 a) hereunder; and(c) Seller shall instruct the Title Company to return the Earnest Deposit to Q Buyer; or(ii) accept the Title to the Property subject to the defects without adjustment to the o Purchase Price and proceed to Closing as set forth herein. co (b) Survey. 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 u_ electing to either not cure or attempt to cure such defects shall be deemed an election by Seller o not to cure such defects. If Seller refuses to cure such defects Buyer shall elect as its sole remedy 4.) to either: (i) terminate this Contract by giving written notice thereof to Seller, in which event: (a) E 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 a 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. co (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. z 0 (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. E ARTICLE IV 4- 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. Page 17 Packet N.25 • '.3.A.d 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 a 0 a`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 Q following Open of Escrow(the "Scheduled Closing Date"), subject to Section 4.7 (a) of this c Agreement,unless extended by mutual written agreement of the parties or pursuant to the City Ts 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. cci U J 4.5 Certain Obligations. (a) In addition to any other obligations contained in this Agreement, Buyer LL 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. u� (ii) The total cost to Seller for preparation,review, and revision of this R a) Agreement. co t (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 3 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 E 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 c 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 18 Packet Pg.26 z 0 (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. E ARTICLE IV 4- 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. Page 17 Packet N.25 3.A.d (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. a� a (d) All representations and warranties of Buyer hereunder are materially true a and correct. >, (e) Buyer has paid to Seller all Seller's costs of preparation, review, and a) revision of this Agreement. 4.8 Conditions to Buyer's Obligation to Buy. Buyer's obligation to buy the Property n is expressly conditioned upon each of the following: M (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. u=. (c) Issuance of the Title Policy, at Seller's sole expense(as hereinafter ❑i defined). E (d) All representations and warranties of Seller hereunder are materially trueCD and correct. c' (e) No material adverse change shall have occurred to the condition of the To co Property or the improvements thereon. co (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). c 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 standardprinted title company exceptions and(ii) the Permitted Exceptions and anyother p Y p p 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 a) 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 Page 19 Packet Pg.27 Page 18 Packet Pg.26 z 0 (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. E ARTICLE IV 4- 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. Page 17 Packet N.25 1 ' 3 A.d' 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. 0. (b) Costs of Escrow. Buyer and Seller to each pay one-half of the Escrow fee, 2 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 c 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. M 4.12 Default. Time is of the essence in this Agreement and if Buyer or Seller(the d "Defaulting Party") fails to deposit any of the amounts due pursuant to this Agreement, or to UI 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 .1) 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 W - MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER,THE DAMAGES TO SELLERco WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN,AND THAT c THEREFORE,IN THE EVENT OF BUYER'S FAILURE TO PURCHASE THE PROPERTY ON ACCOUNT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER, WHICH a) DEFAULT OR BREACH IS NOT CURED WITHIN SEVEN (7) BUSINESS DAYS AFTER 2 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. 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 ce 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 co 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 so OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF t SELLER TO RETAIN SUCH LIQUIDATED DAMAGES. co Page I10 Packet P' _28 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. Page 17 Packet N.25 3.A.d 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. Q. 4.14 Statement of Buyer and Seller Concerning Executory Terms. Buyer and Seller o_ acknowledge that the consummation of the Escrow is contingent upon compliance with some or c all of the executory terms'and provisions of this Agreement and that the parties hereto are the a, 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 co 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 01 satisfied or waived. Deposit of such statement with Escrow Holder shall constitute each party's authorization to close Escrow. LL 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 a) terminate and be of no further force and effect except for the indemnification of Buyer in w Sections 3.1 which shall survive the termination of this Agreement. a 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, c 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 a permitted hereunder for the breach of the party who gives such notice. Page 111 Packet Pg.29 s Agreement, the provisions of this Agreement shall prevail to the extent of any such inconsistency. Page 17 Packet N.25 3.A.d 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. a 2 6.2 Attorneys' Fees. In any legal proceeding between Buyer and Seller seeking a.. 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, a insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party in c 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. U 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 LL requested or delivered by Express Mail of the U.S. Postal Service or Federal Express or any o other courier services guaranteeing overnight delivery, charges prepaid, addressed as follows: .1) If to Seller at: d d Grand Terrace Successor Agency 22795 Barton Road Grand Terrance, CA 92313 co Attention: Agency Secretary a-) N If to Buyer: t D&MJFH 1, LLC a' 21800 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Attention: Douglas Jacobsen, CEO d Any such notice sent by registered or certified mail,return receipt requested, shall be o deemed to have been duly given and received seventy-two (72)hours after the same is so c addressed and mailed in Los Angeles, Orange, San Bernardino or Riverside Counties with a) 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. co 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. Page I12 Packet Pg:30 ed 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, c 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 a permitted hereunder for the breach of the party who gives such notice. Page 111 Packet Pg.29 s Agreement, the provisions of this Agreement shall prevail to the extent of any such inconsistency. Page 17 Packet N.25 3.A.d 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 a responsibility hereunder. Notwithstanding the foregoing, it is understood that Buyer intends to 2 form a Limited Partnership and to assign its interest in this Agreement to such Limited a., 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. d To co 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 o� 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 ❑i 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. -a 6.11 Severability. Any paragraph, section, sentence, clause or phrase contained in this N 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. o 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 ce 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, cau each of which shall be an original but all of which shall constitute one and the same instrument. Page I13 Packet.Pg. 31 the other party to pursue other remedies a permitted hereunder for the breach of the party who gives such notice. Page 111 Packet Pg.29 s Agreement, the provisions of this Agreement shall prevail to the extent of any such inconsistency. Page 17 Packet N.25 '3.A.d 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 0- its option, elect either to (i) terminate this Agreement, in which event all funds deposited into a` 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 a further rights or obligations hereunder except as provided in Section 4.15, or(ii) continue the c Agreement in effect, in which event upon the Close of Escrow. Buyer shall be entitled to any - d compensation, awards, or other payments or relief resulting from such casualty or condemnation co proceeding. a) 6.17 Recitals. The provisions of the recitals of this Agreement shall constitute operative and enforceable provisions of this Agreement. J 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. of SELLER: BUYER: a) d City of Grand Terrace, a municipal D&MJFH 1, LLC corporation, acting as the Successor Agency to the Grand Terrace Community N Redevelopment Agency as defined by Health By: -a and Safety Code Section 34171(j) cc Its: a) ns By: G. Harold Duffey, Executive Director a Dated: June , 2018 , O Dated: June , 2018 d r-+ Approved as to Form: Richard L. Adams,II Agency Attorney Page I14 Packet-Pg.,32 egal,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. o 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 ce 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, cau each of which shall be an original but all of which shall constitute one and the same instrument. Page I13 Packet.Pg. 31 the other party to pursue other remedies a permitted hereunder for the breach of the party who gives such notice. Page 111 Packet Pg.29 s Agreement, the provisions of this Agreement shall prevail to the extent of any such inconsistency. Page 17 Packet N.25 3.A.d EXHIBIT "A" LEGAL DESCRIPTION City Property Legal Description O. O a The land referred to in this report is situated in the County of SAN BERNARDINO, State of California, and is described as follows: m APN: 0275-242-10-0-000 LOT 16 OF TRACT NO. 2966, IN THE COUNTY OF SAN BERNARDINO, STATE OF To 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. x a r1 a) APN: 0275-242-11-0-000 c) 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, r OFFICIAL RECORDS. a 0 cc O .r+ r E t R 4- _ E U ea Page I15 Packet Pg.33 H 1, LLC corporation, acting as the Successor Agency to the Grand Terrace Community N Redevelopment Agency as defined by Health By: -a and Safety Code Section 34171(j) cc Its: a) ns By: G. Harold Duffey, Executive Director a Dated: June , 2018 , O Dated: June , 2018 d r-+ Approved as to Form: Richard L. Adams,II Agency Attorney Page I14 Packet-Pg.,32 egal,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. o 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 ce 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, cau each of which shall be an original but all of which shall constitute one and the same instrument. Page I13 Packet.Pg. 31 the other party to pursue other remedies a permitted hereunder for the breach of the party who gives such notice. Page 111 Packet Pg.29 s Agreement, the provisions of this Agreement shall prevail to the extent of any such inconsistency. Page 17 Packet N.25 NCoaa C 3 Approve the Sale of Successor Agency Property Located on the North Side of Barton Road and East of Vivienda Avenue Identified as Assessor Parcel Numbers 0275- 242-10 & 0275-242-11 . JUNE 28, 2018 1 Property 1 of _ Jr + . . ur• LRPMP #" t �` " t 1!111 k' .6 ,. 1 . .: rk BRSP-General r -��., , ,, '�� ` Commercial _. !- .r-.,— 1, " GCS ' !';..;-d ' * :, a n.. , . Intended for ? o ER"` i I - f, �: 1 ,.r ,. commercial uses ��` ' ,�- ,� w .. ,�^• © BRSP anticipates 1 ' A..----.---- ''‘.___If lot consolidation . . .4 and new F,�. _ ,• k'', :. ti, ' ,, development .L ., 1.4 '-_ y 't I: ,r- 1 z., ,,,, _ ,ter, 2 1 ' .1 TOTAL ROPS 2018-19I 61,230,308I $839,879 j „ 52,070,187 ' ,,: � ,� 'ff'Rec. ommendations 1. Adopt the Successor Agency's-Recognized , Obligation Payment Schedule:(ROPS) '18-19 in .` the amount of$2;070,187:' • ,2. Adopt,Resolution No.. 2018-xx, a'resolution.of, .1. the. City of'Grand Terrace'as•Successor Agency .`to,the Community Redevelopment Agency of the City of Grand: Terrace approving,.a' Recognized Obligation: Payment Schedule covering the period, July 1, 2018'to 'J'une 30; 20.19 (ROPS•18- 19) as required by Health and Safety.Code 'Section 3417'7. 7 come(Actual 06/30/17) o 1---'' RPTTF amounts should tie to the ROPS 16-17 total distribution from the _,) County Auditor-Controller during June 2016 and January 2017 4 ja 2,215,046 at 3 Expenditures for ROPS 16-17 Enforceable Obligations(Actual 4 06/30/17) `o 2,146,632 Nu 4 Retention of Available Cash Balance(Actual 06/30/16) u) RPTTF amount retained should only include the amounts distributed as a, reserve for future period(s) `- N a. 5 ROPS 16-17 RPTTF Balances Remaining p. re ail. No entry required m F 6 Ending Actual Available Cash Balance(06/30/16) v CtoG=(1+2-3-4),H=(1+2-3-4+5) 0 - $ - $ 19,689,194 $ $ - $ $ 68,414 E .e . ryo et C) Packet Pg.lb N. t - y 3 i Z+id{.,i:�Ji' AlN N 3811..285.3igd1:58 .' ImprovvnnNMaaWdwe IN2011 5Wi2033, M COadaidSh M R a. ,Vw s1,41.,Cralan^ 1 N I. y!1y.-• s'y w{ga~ 't Nx.a ,C RWIuYRvg a' •� Cd.NC ony b IPur 3/420. - .224210y OdYaf Ged T*•ncs ARu Ltl enrnO oqP Parts.atm..? -N Am v 41 p -,4 O n aP ` 61 , ']B ArudAWAStl Pspmkp Pus 020201 dRNA1B• Lane!m011e0hYtl Regaedmm0Aal3apvmkm N i5 fiOW 5 - 5000 < S J. ([�% 4020118288S BOid Propd Mpmldradmdls Y1YA12" Y1 N018 WeblO2 c Abdeama4stlmp.wamwN dwgn tl, r a ' i v, Q T nf\ 4 en114T4Aa Aane P......n. ... .....I.eaya.r,m, ,v.nn vnzmn ..e,m...rcrnn ,.nmTm.,,rnPmj...+rw p,.mn,A N s s N ' 290enne1mn ofw9Mnmd/dw.6155 Raned;dan 1112014 6302014 Cam.mr DemaNsmal 1.91•58861116.589 on NI i ' 1 Q R..,m...r, .. ' 91 Tmo.on Sumaemr A9omy PmpmT Maintenance. 1/12013 0202011 San Bornwdro AWlhr 'Property Tax an Su00a421V24.3 N 5 5 J, ,�Rvnrd Removals! RansJebon TI12016 13A12015, Cadmmda Rwmrd 014rmwde ddrdaal p6a d. ' N, 1 • ' ' i' N - t !1I!!! 515E14A8 Wan L14INF-Reserve SERAP2AAF 426.011 ; 4262310 '' WINO 'Repayment of loan Nr SENA, N 50,W0 5 60.000 f"" 6f fl l fit pmnr,,,AW,77r, 'Pmpwtyvu..... 012015. Int2010 ' - RSO ry ImpnmadatonofWlRPhils-Woof N• - 5 - • ,E.:- 7 .n-..,V.,-v^^,v4y-- - 6aAdmldelralw.E.Pnn. Admen Caela 2/12011 '61Jd3010 Varlo. ' Employee mxh,almWetrakva N 40200 30.130S 38130 30,130;5 -..- 31 ' ere 11 1` 7 • co • 50 N 5 5" - r) a oa mj tJ E u Q E Par ,-1 PT 11. Background • Long Range PMP adopted in 2014 by the Successor Agency and Oversight Board >Approved by Department of Finance > Property 1 in PMP >To be liquidated >Small stockpile that contains non-hazardous levels of diesel and motor oil • This action goes to OB for approval c DOF approval is not required 3 Proposed Purchase t D&MJFH, 1 LLC proposes to purchase Property 1 © A Letter of Intent was provided L Superseded by Purchase and Sale Agreement © Higher of $400,00 or value set by Broker's Price Opinion of Value The PMP identified value of property at$350,000 I> Contingency ©Buyer enters escrow to purchase Dr. Luke's property and Dr. Luke obtains buildable pad 4 2 (RPTTF) funding. 6 4 `�_ti ,, 1 Purchase and Sale Agreement Includes: Purchase price Higher of $400,00 or value set by BPO Contingent on Buyer entering escrow on Dr. Luke's property Escrow period i>90 day escrow ©45 day inspection period Does not commit the City to any project approvals 5 Fiscal Impact Proceeds are distributed to the appropriate taxing entities >City's General Fund >CJUSD tERAF (Educational Revenue Augmentation Fund) >County of SB General Fund >City's General Fund will receive approximately $80,000 6 3 ified value of property at$350,000 I> Contingency ©Buyer enters escrow to purchase Dr. Luke's property and Dr. Luke obtains buildable pad 4 2 (RPTTF) funding. 6 4 `�_ti ,, 1 Recommendation c Adopt 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 the resolution. r> Authorize the Executive Director to Execute a Purchase and Sale Agreement Consistent with the Terms outlined above, and such additional Terms as may be required. 7 $80,000 6 3 ified value of property at$350,000 I> Contingency ©Buyer enters escrow to purchase Dr. Luke's property and Dr. Luke obtains buildable pad 4 2 (RPTTF) funding. 6 4 `�_ti ,, 1