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HomeMy WebLinkAboutAgenda Report - April 2, 2008 K-055 AGENDA ITEM K40 CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Execute a $2.15 Million Purchase and Sale Agreement for 9.09 Acre Electric Utility Property Located at 500 South Guild Avenue with GG Land Group LLC (EUD) MEETING DATE: April 2,2008 PREPARED BY: Electric Utility Director RECOMMENDED ACTION: Adopt a resolution authorizing the City Managerto execute a $2.15 million Purchase and Sale Agreement for 9.09 Acre Electric Utility property located at 500 South Guild Avenue with GG Land Group LLC. BACKGROUND INFORMATION: On March 7,2008, the City received an offer to purchase 9.09 acres of Electric Utility Department (EUD) propertyat 500 S. Guild (adjacent to the Industrial Substation)for $2,150,000. The interested buyer is GG Land Group LLC of Chicago, Illinois. Key elements of the updated offer (attached) are as follows: ■ $2.15 million purchase price ($25,000 deposit) • Buyer has 90 days after offer acceptanceto undertake due diligence and close transaction • No appraisal or financing contingencies • Seller required to pay Hazard Zone Disclosure Report, one-half of escrow fee, one-half of owner's title insurance policy and County transferfee The property appraised in October 2006 at $2.5 million using comparable sales in Elk Grove, Stockton and Lodi. The appraisal was performed by Swanberg & Associates. In a recent review of this appraisal, the appraiser has stated that the market value of the property has declined and may be only $2.07 million based on the decline in value over a similar period of other industrial property in Lodi. From information received from Coldwell Banker Commercial, the City's real estate broker, GG Land Group is a well capitalized company active in California real estate development. GG Land Group has stated their desire to build a five acre industrial complex that would offer 1,500 to 10,000 square foot spaces for lease or sale. The remainder four acres of the 9.09 acre parcel will be marketed to a single user on either a sale or a build -to -suit basis. The Buyer has stated they will make a good faith effort to file a development application with the City of Lodi within twelve months of closing. The City of Lodi's arrangement with Coldwell Banker stipulates a brokerage fee of four percent (4%) for that portion of a sales price up to $2 million. At the offered $2 million sales price, this commission would equal $80,000. After closing expenses, EUD is expected to net $2 million from the sales transaction. APPROVED: <EOr g, City Manager Adopt Resolution Authorizing the City Managerto Execute a $2.15 Million Purchase and Sale Agreement for 9.09 Acre Electric Utility Property Located at 500 South Guild Avenue with GG Land Group LLC (EUD) April 2 , 2008 Page 2 of 2 FISCAL IMPACT: Following closing, the electric utility will receive $2.15 million. Net proceeds after selling expenses will be approximately$2 millionwhich will increaseEUD's reserve by like amount. FUNDING: Not applicable. a14W — Georo F. Morrow Electric Utiiityr Director 3/12/2008 Office of the City Manager Mr. Blair King 221 W. Pine Street Lodi CA, 95240 RE: City Property on Guild Ave. Dear Mr. King, COLDWELL BANKER COMMERCIAL THE DUNCAN CO. INC. 18826 N LOWER SACRAMENTO RD, STE-E WOODBRIDGE, CA 95258-1466 BUS. 209.334.6717 FAX 209.334.2521 www.duncanda.com As you may recall, last week the City Council was presented with a $2,000,000 offer to purchase the city owned property located at 500 S. Guild Ave. While it was a serious offer and worthy of thoughtful consideration, I did not recommend acceptance as I believed that we could negotiate a higher price. Upon receiving direction froze the City Council, I informed GG Land Group that the City of Lodi had declined the original offer and had instead elected to counter-offer at $2,250,000. After a series of negotiations, GG Land Group decided to make another offer to purchase at a price of $2,150,000. Additionally, I have repeatedly told this potential buyer that the City Council is interested in not only a fair price for the property but is also interested in seeing this property developed in a reasonable amount of time. I pursed language in an agreement that had benchmarks for development and financial repercussions if they were not met. GG Land Group shares the desires of the council and does not intend to sit on this property. They feel that the best illustration of their commitment is to pay what they believe to be a premium for the property. GG Land Group has no intention to "land bank" this property nor would it make a sense to do so. The City Council could consider pursue a strategy of offering a financial incentive rather than a financial penalty. The purchase price of $2,150,000 could be accepted and a portion of that could be rebated to the Purchaser if they met a benchmark desired by the City Council. I believe we have received their highest and best offer. As such, it is my recommendation that the offerbe accepted. Sincerely, M-,�Lza",J, Michael Carouba Each Office Is Independently Owned And Operated. GG Land Group, LLC. Cultivating Real Estate Opportunities by Developing Relationships be* 90.19 66.00 :::9999 so The following is an elevation example and several pictures of typical industrial buildings located in Lodi's industrial area that we viewed. We would likely pursue something close to this kind of format, Tom Galuski - ' duaP-1 1'S y EDA iL _ L 6 CALIFORNIA VACANTAGREEMENT AND JOINT ESCROW INSTRUCTIONS 4skASSOCIATION OF REALTORS (C.A.R. Form VLPA, Revised 11/07) Date March 27, 2008 at LOCU California. 1. OFFER: A. THIS ISAN OFFER FROM GG Land Group ("Buyer"). B. THE REAL PROPERTY TO BE ACQUIRED is described as 500 South GujId Avenue ,Assessor's Parcel No(s). 049-250-61 situated in Lodi County of San Joaouin California, ("Property") C. THE PURCHASE PRICE offered is Two Million One Fhsndred Fiftv Thousand Dollars$ 2, 150, 000. 00 D. CLOSE OF ESCROW shall occur on (date)(or ® 90 Days After Acceptance). 2. FINANCE TERMS: Obtaining the loans below is a contingency of this Agreement unless (i) either 2D or 2L is checked below; or (ii) otherwise agreed in writing. Buyershall act diligently and in good faith to obtain the designated loans. Obtaining deposit, down paymentand closing costs is not a contingency. Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT: Buyer has given a deposit in the amount of.. • • • • • • • • • ............................... $ 25, 000, 00 to the agentsubmitting the offer (or to (D ), by Personal Check (or ❑ I ), made payable to which shall be held uncashed until Acceptance and then deposited within 3 business days after Acceptance (or ❑ }, with Escrow Holder, (or L] into Broker's trust account). B. INCREASED DEPOSIT: Buyer shall deposit with Escrow Holder an increased deposit in the amount of. .... $ within Days After Acceptance, or ❑ C. FIRST LOAN IN THE AMOUNT OF ...................................................... 5 M NEW First Deed of Trust in favor of ❑ lender. ❑ seller; OR ❑ ASSUMPTION of Existing First Deed of Trust; encumbering the Property, securing a note payable at maximum interest of %fixed rate, or initial adjustable rate with a maximum interest rate of %. balancedue in years, amortized over years (OR, if checked, ❑ payable in interest -only installments). Payments due ❑ monthly.❑ quarterly. LJ semi-annually. 171 annually. Buyer shall pay loan feeslpoints not to exceed D. ® ALL CASH OFFER (if checked): No loan is needed to purchase the Property. Buyer shall, within 7 (or Days After Acceptance, provide Seller written verification of sufficient funds to close this transaction. E. ADDITIONAL FINANCINGTERMS F. BALANCEOFPURCHASEPRICE (notinclLding costs ofoblain'ng cans ano other closingcosls)'n the arn%rltof ............................ $ 2,125,000.00 to bedepos lec w th Escrowholder within s fiicient time to closeescrow G. PURCHASE PRICE (TOTAL):................................................................... $ 2,150,000.00 H. LOAN APPLICATIONS: Within 7 (or E]) Days After Acceptance, Buyershall provide Seller a letter from lender or mortgage loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequaiified or preapproved for any NEW loan specified above. I. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS: Buyer (or Buyer's lender or loan broker pursuant to 2H) shall. within 7 (or ❑ ) Days After Acceptance, provide Seiier written verification of Buyer's down payment and closing costs. J. LOAN CONTINGENCY REMOVAL (i) Within 17 (or ❑ ) Days After Acceptance Buyer shall, as specified in paragraph 18, remove the loan contingency or cancel this Agreement; OR (ii) (❑ if checked), loan contingency shall remain in effect until the designated loans are funded. K. APPRAISAL CONTINGENCY AND REMOVAL This Agreement is (OR, if checked, ® is NOT) contingent upon the Properly appraising at no less than the specified purchase price. If there is a loan contingency, at the time the loan contingency is removed (or. if checked, ❑ within 17 (or ❑ ) Days After Acceptance), Buyer shall, as specified in paragraph 18, remove the appraisal contingencyor cancel this Agreement. If there is no loan contingency, Buyer shall. as specified in paragraph 18, remove the appraisal contingency within 17 (or } pays After Acceptance. L ® NO LOAN CONTINGENCY (if checked): Obtaining any loan in paragraphs2C, 2E or elsewhere in this Agreement is NOT a contingencyof this Agreement. If Buyer does not obtain the loan and as a result Buyer does not purchase the Property, Seller may be entitled to Buyer's deposit or other legal remedies. M. SELLER FINANCING: The following terms (or ❑ (if checked) the terms specified in the attached Seller Financing Addendum (C.A.R. Form SFA); apply ONLY to financing extended by Seller underthis Agreement. (1) BUYER'S CREDIT -WORTHINESS: Buyer authorizes Seller and/or Brokers to obtain, at Buyer's expense, a copy of Buyer's credit report. Within 7 (or ❑ I ) Days After Acceptance, Buyer shall provide any supportingdocupum0etion reasonably requested by Seller. Buyer's The copyright laws of the United Slates (Title 17 U.S. Code) forbid the unauthorized Seller's Initials reproduction of this form, or any portion thereof, by photocopy machine or any other means, Including facsimile or computerized formats. Copyright ® 1996-2007, Reviewed by Date o pOHZUNU CALIFORNIA ASSOCIATION OF REALTORS& INC. ALL RIGHTS RESERVED. VLPA REVISEDI 1107 (PAGE 1 OF 9) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 1 C' 9) Agent: Michael Carouba Phone: (209) 327-7700 Fax: (209) 339-0203 Prepared using WiNForms® software Broker: Michael Carouba, Broker 103Applewood Drive Lodi CA 95242 Property: 500 south Guild Avenue Date:March 27. 2009 (2) TERMS: Buyer's promissory note. deed of trust and other documents as appropriate shall incorporate and implementthe following additional terms: (i) the maximum interest rate specified in paragraph 2C shall be the actual fixed interest rate for Seller financing: (ii) deed of trust shall contain a REQUEST FOR NOTICE OF DEFAULT on senior loans; (iii) Buyer shall sign and pay for a REQUEST FOR NOTICE OF DELINQUENCY prior to Close Of Escrow and at any future time if requested by Seller: (fv) note and deed of trust shall contain an acceleration clause making the loan due, when permitted by law and at Seller's option, upon the sale or transfer of the Property or any interest in it: (v) note shall contain a late charge of 6% of the installment due (or❑ ) if the installment is not received within 10 days of the date due: (vi) title insurance coverage in the form of ajoint protection policy shall be provided insuring Seller's deed of trust interest i n the Property (any increased cost over owner's policy shall be paid by Buyer): and (vil) tax service shall be obtained and paid for by Buyer to notify Seller if propertytaxes have not been paid, (3) ADDED, DELETED OR SUBSTITUTED BUYERS: The addition, deletion or substitution of any person or entity under this Agreement or to title prior to Close Of Escrow shall require Seller's written consent. Seller may grant or withhold consent in Seller's sole discretion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original named Buyer. Seller and/or Brokers may obtain a credit report, at Buyer's expense, on any such person or entity. N. ASSUMED OR "SUBJECT TO" FINANCING: Seller represents that Seller is not delinquent on any payments due on any loans. Seller shall. within the time specified in paragraph 18, provide Copies of all applicable notes and deeds of trust, loan balances and current interest rates to Buyer. Buyer shall then, as specified in paragraph 186(3), remove this contingency or cancel this Agreement. Differences between estimated and actual loan balances shall be adjusted at Close Of Escrow by cash down payment. Impound accounts. if any, shall be assigned and charged to Buyer and credited to Seller. Seller is advised that Buyer's assumption of an existing loan may not release Seller from liability on that loan. If this is an assumption of a VA Loan, the sale is contingent upon Seller being provided a release of liability and substitution of eligibility. unless otherwise agreed in writing. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an existing lender to call the loan due, and the consequences thereof. 3. POSSESSION AND KEYS: Possession and occupancy shall be delivered to Buyer at 5: 00 ❑ AM ❑ PM, ❑ on the date of Close Of Escrow: ❑ on :or ❑ no later than Days After Close Of Escrow. The Property shall be unoccupied, unless otherwise agreed in writing. Seller shall provide keys and/or means to operate all Property locks. 4. ALLOCATION OF COSTS (if checked): Unless otherwise specified here, this paragraph only determineswho is to pay for the report, inspection, test or service mentioned. If not specified here or elsewhere in this Agreement, the determination of who is to pay for any work recommended or Identified by any such report, inspection, test or service is by the method specified in paragraph 18. A INSPECTIONSAND REPORTS: (1) ❑ Buyer ❑ Seller shall pay to have existing septic or private sewage disposal system, if any. inspected N/A (2) ❑ Buyer ❑ Seller shall pay for costs of testing to determine the suitabilityof soil for sewage disposal N/A (3) ❑ Buyer ❑ Seller shall pay to have existing wells, if any, tested for water potabilityand productivity (4) ❑ Buyer ❑ Seller shall pay to have Property comers identified N/A (5) ❑ Buyer ❑ Seller shall pay for a natural hazard zone disclosure report prepared by (6) ❑ Buyer ❑ Seller shall pay for the following inspection or report (7) ❑ Buyer ❑ Seller shall pay for the following inspection or report B. ESCROW AND TITLE: (1) ❑ Buyer ❑ Seller shall pay escrow fee 50/50 Escrow Holder shall be Placer T ii t t e (2) ❑ Buyer ❑ Seller shall pay for owner's title insurance policy specified in paragraph 14 50/50 Owner's title policy to be issued by (Buyer shall pay for any title insurance policy insuring Buyer's Lender, unless otherwiseagreed in writing.) C. OTHER COSTS: (1) ❑ Buyer ❑ Seller shall pay County transfer tax or transfer fee (2) [] Buyer ❑ Seller shall pay City transfer tax or transfer fee (3) ❑ Buyer ❑ Seller shall pay HOA transfer fees (4) ❑ Buyer ❑ Seller shall pay HOA document preparation fees (5) ❑ Buyer ❑ Seller shall pay for (6) ❑ Buyer ❑ Seller shall pay for 5. STATUTORY DISCLOSURES AND CANCELLATION RIGHTS: A NATURAL AND ENVIRONMENTAL HAZARDS: Seller shall, within the time specified in paragraph 18, deliver to Buyer if required by Law: (i) earthquake guides (and questionnaire)and environmental hazards booklet: (ii) disclose if the Property is located in a Special Flood Hazard Area: Potential Flooding (Inundation)Area: Very High Fire Hazard Zone: State Fire ResponsibilityArea: Earthquake Fault Zone: Seismic Hazard Zone; and (iii) disdose any other zone as required by Law and provide any other information required for those zones. B. MEGAN'S LAW DATABASE DISCLOSURE: Notice: Pursuant to Section 290.46 of the Penal Code, information about speafied registered sex offenders is made available to the public via an Internet Web site maintained by the Departmentof Justice at www.meganslaw.ca.gov. Depending on an offender's criminal history, this information will include either the address at which the offender resides or the wmmunity of residence and ZIP Code in which he or she resides. (Neither Seller nor Brokers are required to check this website. If Buyer wants further information, Broker recommends that Buyer obtain information from this website during Buyer's inspection contingency period. Brokers do not have expertise in this area.) VLPA REVISED 11/07 (PAGE2 OF 9) ) ) ) Reviewed by Date aeva Y Property: 500 South i2"Id Avenue Date: March 27, 2008 6. SELLER DOCUMENTATION AND ADDITIONAL DISCLOSURE A Withinlhe t me specified in paragrapn 18.'f SeI er hasacl,.a knoweoge. Sel.er shal prov'detoBiyer, inwr ling. Ine following nformalon: (1) LEGAL PROCEEDINGS: Any awsu'1s cy or aga"nst Seer. inreaten'ng or affecting the Property.incluo ng any av~su Is alleging a defector oeficiencyin the Properly or common areas. or any Known notices of aoatement or citationsfi eo or issued against the Property. (2) AGRICULTURAL USE: Whether the Property s si Dject Io restriclons for agr cultiral use pursuan[ Io the Wliiamson Act (Government Code §§51200-51295). (3) DEED RESTRICTIONS: Anyaeed restrictions oroo igations. (4) FARM U S E Wnether the Property Is in. or adjacent lo. an area witn Rght to Farm r'ghts (C vil Code 53482.5 and §3482.6). (5) ENDANGERED SPECIES: Presenceof endangered, threatened.'cand oate' spec es, or wetlands on the Property. (6) ENVIRONMENTAL HAZARDS: Any sI oslances, materia s, or products that may bean environments nazard no uding, bul not mited to, asbestos forma dehyoe. radon gas. Ieao-based paint. h e or chem cal storage tanks. and conlem nated so l or water on the Property. (7) COMMON WALLS: Any features of the Property shared in common with aa'oining landowners. such as wa s, fences, roaos. ano driveways. ano agric.Ill..re and comestic wells wnose use or responsibiiry for maintenance may have an effect on the Prooerty (8) LANDLOCKED: The absence of legal or physics access to the Property. (9) EASEMENTSIENCROACHMENTS: Any encroachments. easements or similar matters that may affect the Property. (10) SOIL FILL: Any fill (compacIen orotherwse). or abanooneo miningoperations on Ine Property. (11) SOIL PROBLEMS: Any slippage. slioing. flooding. drainage, grao'ng, or olher soil proo ems. (12) EARTHQUAKE DAMAGE Ma,or damage to the Property or any of the structures from fre. eartnq�,Ue, floods, or fandsl"ees (13) ZONING ISSUES: Any zoning v"olat ons, non-conform'ng uses, or violatons of"setoack" req.Iirements. (14) NEIGHBORHOOD PROBLEMS: Any neignborhood noise proo ems. or olher riisances. B. RENTAL AND SERVICE AGREEMENTS: Wtnin the time specified in paragraph 18. SeI er snal make availaoe to Buyer for nspeclion and review. all c..rrent eases renta agreements. sery ce contractsand olner related agreements. 'tenses, ano permits pertainingto the operation or ,ase of the Property. C. ❑ TENANT ESTOPPEL CERTIFICATES (IfcneCKed) Wthin Ine time specfieo in paragraph 18, Sal er shall deliver to Biyer tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller's agenl, and s gned by tenants. acknowledg"ng: (1) that tenants' rental or ease agreements are inmodifiea ano in fill force and effect (or ifmod'fieo. stating all such mooifcatons): (if) that no lessor defau Is exist: and (iii) stat ng the amount of any prepaid rentor security repos t. D. MELLO-ROOSTAX; 1915 BOND ACT Wthin the time specified n paragraph 18, Seller shall: (1) make a goon faith effort to oota n a notice from any local agencies that levy a special tax or assessment on the Property (or, if allowed. substantially equivalent notice). pursuant to the Mello -Roos Community Facilities Act. and ImprovementBond Act of 1915. and (ii) promptlydeliverto Buyer any such noticeobtained. 7. CONDOMINIUM/PLANNED UNIT DEVELOPMENT DISCLOSURES: A. SELLER HAS: 7 (or[] ) Days After Acceptance to disclose to Buyerwhether the Property Is a condominium. or located in a planned unit development or other common interest subdivision. B. If the Property is a condominium. or located in a planned unit development or other common interest subdivision. Seller has 3 (or ❑ } Days After Acceptance to requestfrom the HOA (C.A.R. Form HOA): (i) Copies of any documents required by Law: (f i) disclosure of any pending or anticipated claim or litigation by or against the HOA; (111) a statement containing the location and number of designated parking and storage spaces; (iv) Copies of the most recent 12 months of HOA minutesfor regular and spedai meetings; (v) the names and contact informationof all HOAs governing the Property; and (vi) the following if Seller has actual knowledge: (a) any material defects in the condition of common area (such as pools. tennis cnurts. walkways or other areas co -owned in undivided interest with other); and (b) possible lack of compliancewith HOA requirements (collectively, "Cl Disclosures"). Seller shall itemize and deliver to Buyer all Cl Disclosures received from the HOA and any Cl Disclosures in Seller's possession. Buyer's approval of C1 Disclosures is a contingencyof this Agreement. as specified in paragraph 18. 8. SUBSEQUENT DISCLOSURES: in the event Seller, prior to Close Of Escrow. becomes aware of adverse conditions materially affecting the Property. or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosure or notice, in writing. covering those items. However, a subsequent or amended disclosure shall not be required for conditions and material Inaccuracies disclosed in reports ordered and paid for by Buyer. 9. CHANGES DURING ESCROW A Prior to Close Of Escrow. Seller may engage in the following acts. ("Proposed Changes"), subject to Buyer's rights in paragraph 18: (i) rent or lease any part of the premises: (if) alter. modify or extend any existing rental or lease agreement: (M) enter into. alter. modify or extend any service contmot(s); or (iv) change the status of the condition of the Property. B. At least 7 (or ❑ ) Days prior to any Proposed Changes, Seller shall give written notice to Buyerof such Proposed Changes. 10. CONDITIONS AFFECTING PROPERTY: A Unless otherwise agreed: (1) the Property is sold (a) in its PRESENT physical condition as of the date of Acceptance and (b) subject to Buyer Investigation rights: and (ii) the Property is to be maintained in substantially the same condition as an the date ofAcceptance. B. ® (if checked)Ali debris and personal property not included in the sale shall be removed by Close Of Escrow, C. SELLER SHALL, within the time specified in paragraph 18, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS AFFECTING THE PROPERTYAND MAKE OTHER DISCLOSURES REQUIRED BY LAW. D. NOTE TO BUYER You are strongly advised to conduct investigations of the entire Property in order to determine its present condition since Seller may not be aware of ail defects affecting the Property or other factors that you consider important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. E. NOTE TO SELLER Buyer has the rightto inspect the Property and, as specified in paragraph 18, based upon information discovered in those inspections: (1) cancel this Agreement; or (fl) request that you make Repairs or take other action. Buyer's Initials ( ) [ ) Ccpynght 0 1996-2007 CAUSeller's initials FORNIAASSOCIATIONOFREALTORS@ INC. rwuRwmNc VLPA REVISED 11107 (PAGE 3 OF 9) Reviewed by Dale OPPORTUNITY VACANT LAND PURCHASEAGREEMENT (VLPA PAGE 3 OF 9) 500 S. Guild A Property: Date: March 27, 2008 11. ITEMS INCLUDEDAND EXCLUDED: A. NOTE TO BUYER AND SELLER Items listed as included or excluded in the MLS. flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in 115 or C. B. ITEMS INCLUDED IN SALE (1) All EXISTING fixtures and fittings that are attached to the Property: (2) The following items: (3) Seller representsthat all items included in the purchase price, unless otherwise specified. are owned by Seiier. (4) All items included shall be transferred free of liens and without Seller warranty. C. ITEMS EXCLUDED FROM SALE 12. BUYER'S INVESTIGATIONOF PROPERTYAND MATTERS AFFECTING PROPERTY: A. Buyer's acceptance of the condition of, and any other matter affecting the Property Is a contingency of this Agreement, as specified in this paragraph and paragraph 18. Within the time specified in paragraph 18, Buyer shall have the right, at Buyer's expense. unless otherwise agreed, to conduct inspections, investigations, tests, surveys, and other studies ("Buyer Investigations"), including, but notlimited to, the right to: (i) inspect for lead-based paint and other lead-based paint hazards: (ii) inspect for wood destroying pests and organisms: (iii) review the registered sex offender database: (iv) confirm the insurabilityof Buyerand the Property: and (v) satisfy Buyer as to any matterspecified below. Without Seller's prior written consent, Buyer shall neither make nor cause to be made: (i) invasive or destructive Buyer Investigations: or (ii) inspections by any governmental building or zoning inspector, or government employee, unless required by Law. B. Buyer shall complete Buyer Investigationsand, as specified in paragraph 18, remove the contingency or cancel this Agreement. Buyer shall give Seller, at no cost, complete Copies of all Buver Investigation reports obtained by Buyer. Seller shall make Property available for all Buyer investigations. If the following have already been connected and available. Seller shall have water, gas, electricity, and ail operable pilot lights on for B uyeh Investigationsand through the date possession is made available to Buyer. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY. INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDSTHAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR, THE CONDITION OF THE PROPERTY. BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN THIS PARAGRAPH 12, UNLESS OTHERWISEAGREED IN WRITING. C. SIZE, LINES, ACCESS AND BOUNDARIES: Lot size, property lines, legal or physical access and boundaries including features of the Property shared in wmmon with adjoining landowners, such as walls, fences, roads and driveways, whose use or responsibilityfor maintenance may have an effect on the Property and any encroachments. easements or similar matters that may affect the Property. (Fences, hedges, walls and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) (Unless otherwise specified in writing. any numerical statements by Brokers regarding lot size are APPROXIMATIONS ONLY, which have not been and will not be verified, and should not be relied upon by Buyer.) D. ZONING AND LAND USE: Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications and permits affecting the current use of the Property. future development. zoning. building. size, governmental permits and inspections. Any zoning violations. non-wnforming uses, or violations of "setback" requirements. (Buyer should also investigate whether these matters affect Buyer's intended use of the Property.) E UTILITIES AND SERVICES: Availability, wsts. restrictions and location of utilities and services. including but not limited to, sewerage, sanitation, septic and leach lines, water, electricity. gas, telephone. cable TV and drainage. F. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel. oil or chemical storage tanks, contaminated soil or water, hazardous waste. waste disposal sites, electromagnetic fields, nuclear sources, and other substances. including mold (airborne, toxic or otherwise). fungus or similar wntaminant. materials, products or conditions. G. GEOLOGIC CONDITIONS: Geologidseismic conditions. soil and terrain stability, suitability and drainage including any slippage, sliding, flooding. drainage, grading, fill (compacted or otherwise), or other soil problems. H. NATURAL HAZARD ZONE Special Flood Hazard Areas. Potential Flooding (Inundation) Areas, Very High Fire Hazard Zones, State Fire ResponsibilityAreas, Earthquake Fault Zones. Seismic Hazard Zones, or any other zone for which disclosure is required by Law. I. PROPERTY DAMAGE: Major damage to the Property or any of the structures or non-structural systems and components and any personal property included in the sale from fire, earthquake, floods, landslides or other causes. J. NEIGHBORHOOD, AREA AND PROPERTY CONDITIONS: Neighborhood or area conditions, Including Agricultural Use Restrictions pursuant to the Williamson Act (Government Code §§51200-51295), Right To Farm Laws (Civil Code 53482.5 and 53482.6). schools, proximity and adequacy of law enforcement. crime statistics, the proximity of registered felons or offenders, fire protection. other government services. availability. adequacy and wst of any speed -wired, wireless internet connections or other telecommunications or other technology services and installations. proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, abandoned mining operations on the Property. wild and domestic animals, other nuisances, hazards. or circumstances. protected species. wetland properties. botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents orHomeowrers` Association requirements. conditions and influences ofsigniflcance to certain cultures and/or religions, and personal needs, requirementsand preferencesof Buyer. VLPA REVISED 11/07 (PAGE 4 OF 9) } } Reviewed by Dale oeaoaiuniiv Property: 500 south Guild Avenue Date: March 27, 2008 K. COMMON INTEREST SUBDIVISIONS: OWNER ASSOCIATIONS: Facilities and condition of common areas (facilities such as pools, tennis courts. walkways, or other areas co -owned in undivided interest with others). Owners' Association that has any authority over the subject property. CC&Rs, or other deed restrictionsor obligations, and possible lack of compliancewith any Owners' Association requirements. L. SPECIAL TAX Any local agencies that levy a special tax on the Property pursuant to the Mello -Roos Community Facilities Act or Improvement Bond Act of 1915. M. RENTAL PROPERTY RESTRICTIONS: Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum numberof occupants and the right of a landlord to terminate a tenancy. N. MANUFACTURED HOME PLACEMENT: Conditions that may affect the ability to place and use a manufactured home on the Property. 13. BUYER INDEMNITY AND SELLER PROTECTION FOR ENTRY UPON PROPERPI: Buyer shall: (i) keep the Property free and clear of liens; (ii) Repair all damage arising from Buyer Investigations;and (iii) indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs. Buyer shall carry. or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability. workers' compensation and other applicable insurance, defending and protecting Seller from liabilityfor any injuries to persons or property occurring during any Buyer Investigationsor work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a "Notice of Nan-Responsibility"(C.A.R. Form NNR) for Buyer Investigationsand work done on the Property at Buyer's direction. Buyer's obligations underthis paragraph shall survive the terminationof this Agreement. 14. TITLE AND VESTING: A Within the time specified in paragraph 18. Buyersha[I be provided a current preliminary (title) report, which is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. Buyer's reviewof the preliminary report and any other matterswhich may affecttitle are a contingency of this Agreementas specified in paragraph 18. B. Title is taken in its present condition subject to all encumbrances, easements, covenants. conditions. restrictions. rights and other matters, whether of record or not, as of the date of Acceptance except: (1) monetary liens of record unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matterswhich Seller has agreed to remove in writing. C. Within the time specified in paragraph 18, Seller has a duty to disclose to Buyerall matters known to Seller affecting title, whether of record or not. D. At Close Of Escrow, Buyer shaii receive a grant deed conveying title (or. for stock cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULTAN APPROPRIATE PROFESSIONAL. E. Buyer shall receive a standard coverage owner's CLTA policy of title insurance. An ALTA policy or the addition of endorsements may provide greater coverage for Buyer. A title company. at Buyeh request, can provide information aboutthe availability, desirability, coverage. and costof various title insurance coverages and endorsements. If Buyer desires titie coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and pay any increase in cost. 15. SALE OF BUYER'S PROPERPI: A This Agreement is NOT contingent upon the sale of any property owned by Buyer. ORB. [-)(if checked) The attached addendum (CAR. Form COP) regarding the contingencyfor the sale of property owned by Buyer is incorporated into this Agreement, 16. ❑ MANUFACTURED HOME PURCHASE (If checked): The purchase of the Property is contingent upon Buyer acquiring a personal property manufactured home to be placed on the Property after Close Of Escrow. Buyer ❑ has ❑ has not entered into a contract for the purchase of a personal property manufactured home. Within the time specified in paragraph 18, Buyer shall remove this contingencyor cancel this Agreement, (OR, if checked, ❑ this contingency shall remain in effect until the Close Of Escrow of the Property). 1 7.0 CONSTRUCTION LOAN FINANCING (If checked): The purchase of the Property is contingent upon Buyer obtaining a construction loan, A draw from the construction loan ❑ will ❑ will not be used to finance the Property. Within the time specified in paragraph 18, Buyer shall remove this contingency or cancel this Agreement (or, if checked, ❑ this contingency shall remain in effect untll Close Of Escrow of the Property). 18. TIME PERIODS; REMOVAL OF CONTINGENCIES: CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph must be in writing (CAR. Form CR). A. SELLER HAS: 7 (or ❑ ) Days After Acceptance to deliver to Buyer all reports, disclosures and information for which Seller is responsible underparagraphs2N, 4, 5A, 6, 7A, 100 and 14. B. (1) BUYER H AS 17 (or ® 60 ) Days After Acceptance. unless otherwise agreed. in writing, to complete all Buyer investigations; approve ail disclosures, reports and other applicable information. which Buyer receives from Seller; and approve ail matters affecting the Property (including lead-based paint and lead-based paint hazards as well as other information specified in paragraph 5 and insurabilityof Buyerand the Property). (2) Within the time specified in 18B(1), Buyer may requestthat Seller make Repairsor take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer's requests. (3) By the end of the time specified in 186(1) (or 2J for loan contingency; 2K for appraisal contingency; 16 for manufactured home purchase: and 17 for constructive home financing), Buyer shall remove, in writing, the applicable contingency (CAR. Form CR) or cancel this Agreement. However, if the following inspections, reports or disclosures are not made within the time specified in 16A, then Buyer has 5 (or ❑ ) Days after receipt of any such items, or the time specified in 18B(1), whichever is later, to remove the applicable contingency or cancel this Agreement in writing: (1) government -mandated inspections or reports required as a condition of closing; (ill) Common Interest Disclosures pursuant to paragraph 713; (iii) a subsequent or amended disclosure pursuant to paragraph 8; and (iv) Proposed Changes pursuantto paragraph 9. C. CONTINUATION OF CONTINGENCY OR CONTRACTUAL OBLIGATION; SELLER RIGHT TO CANCEL (1) Seller right to Cancel: Buyer Contingencies: Seller. after first giving Buyer a Notice to Buyer to Perform (as specified below), may cancel this Agreement in writing and authorizeretum of Buyer's deposit if, by the time specified in this Agreement, Buyer does not remove in writing the applicable contingency or cancel this Agreement. Once all contingencies have been removed, failure of either Buyer or Seller to close escrow in time may be a breach of this Agreement. VLPA REVISED 11/07 (PAGE 5 OF 9) Buyer's Initials ( ) ( ) ) Rewewedby Dale EGU NITY Property: 500 South Guild avenue Date: march 27, 2008 (2) Continuation of Contingency: Even afler the expiration of the time specified in 18B, Buver retains the right to make reouests to Seller. remove in writing the applicable contingency or cancel this Agreement until Seller cancels pursuant to 18C(1). Once Seller receives Buyer's written removal of all contingencies. Seller may not cancel this Agreement pursuant to 18C(1), (3) Seller right to Cancel: Buyer Contract Obligations: Seller, after first giving Buyer a Notice to Buyer to Perform (as specified below). may cancel this Agreement in writing and authorize return of Buyer's deposit for any of the following reasons: (i) if Buyerfails to deposit funds as required by 2A or 213; (ii) if the funds deposited pursuant to 2A or 26 are not good when deposited: (iii) if Buyer fails to provide a letter as required by 2H; (iv) if Buyer fails to provide verification as required by 2D or 21 or supporting documentation pursuant to 2M; or (v) if Seller reasonably disapproves of the verification provided by 2D or 21 or the credit report or supporting documentation pursuantto 2M. Seller is not required to give Buyer a Notice to Perform regarding Close Of Escrow. (4) Notice To Buyer To Perform: The Notice to Buyer to Perform (C.A.R. Form NBP)shall: (i) be in writing; (ii) be signed by Seller; and (iii) give Buyer at least 24 (or ❑ ) hours (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A Notice to Buyerto Perform may not be given any earlierthan 2 Days Priorto the expiration of the applicable time for Buyer to remove a contingencyor cancel this Agreement or meet an 18C(3) obligation. D. EFFECT OF BUYER'S REMOVAL OF CONTINGENCIES: If Buyer removes, in writing, any contingency or cancellation rights, unless otherwise specified in a separate written agreement between Buyer and Seiler. Buyer shall conclusively be deemed to have: (i) completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right: (ii) elected to proceed with the transaction; and (ill) assumed all liability, responsibility, and expense for repairs or corrections pertaining to that contingency or cancellation right, orfor inabilityto obtain financing. E EFFECT OF CANCELLATION ON DEPOSITS: if Buyer or Seller gives written NOTICE OF CANCELLATION pursuant to rights duly exercised under the terms of this Agreement, Buyer and Seller agree to Sign mutual instructions to cancel the sale and escrow and release deposits, less fees and costs, to the party entitled to the funds. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Release of funds will require mutual Signed release instructions from Buyer and Seller, judicial decision or arbitration award. 19. FINAL VERIFICATION OF CONDITION: Buyershall havethe rightto makea final inspectionofthe Propertywithin 5 (or ) Days Priorto Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: ([) the Property is maintained pursuant to paragraph 10A; (ii) Repairs have been completed as agreed; and (iii) Seller has complied with Seller's other obligations underthis Agreement. 20. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (i) Federal, state, and local legislation impose liability upon existing and former owners and users of real property. in applicable situations, for certain legislatively defined, environmentally hazardous substances; (ii) Broker(s) haslhave made no representation concerning the applicabilityof any such Law to this transaction or to Buyer or to Seiler. except as otherwise indicated in this Agreement; (ili) Broker(s) haslhave made no representation concerning the existence, testing. discovery. location and evaluationoflfor. and risks posed by, environmentally hazardous substances. if any, located on or potentially affecting the Property; and (iv) Buyerand Seller are each advised to consult with technical and legal experts concerning the existence, testing. discovery. location and evaluation oflfor, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Properly. 21. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer's default. Seller shall retain, as liquidated damages. the deposit actually paid. Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement. Release of funds will require mutual, Signed release instructionsfrom both Buyer and Seller, judicial decision or arbitration award. Buyer's InitigrS 14Seller's Initials 22. DISPUTE RESOLUTION: I — A MEDIATION: Buyer and Seller agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction. before resorting to arbitration or court action. Paragraphs 22B(2) and (3) belowapply whether or not the Arbitration provision is initialed. Mediation fees, if any. shall be divided equally among the parties involved. If. for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action. THIS MEDIATION PROVISIONAPPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED. B. ARBITRATION OF DISPUTES: (1) Buyer and Seller agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration, including and subject to paragraphs 228(2) and (3)below. The arbitrator shall be a retired judge orjustice, or an attorney with at least 5 years of real estate transactional Law experience, unless the parties mutually agree to a different arbitrator, who shall render an award in accordance with substantive California Law. The parties shall have the right to discovery in accordance with Code of Civil Procedure 91283.05. Th all other respects, the arbitration shall be conducted in accordance with Title 9 of Part III of the California Code of Civil Procedure. Judgment upon the award of the arbitrator($) may be entered into any court having jurisdiction. Interpretation of this agreement to arbitrate shall be governed bythe Federal Arbitration Act. (2) EXCLUSIONS FROM MEDIATIONAND ARBITRATION: The following matters are excluded from mediation and arbitration: (i) ajudicial or non -judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; (iii) the filing or enforcement of a mechanic's lien; and (iv) any matter that is within the jurisdiction of a probate, small claims, or bankruptcy court. The filing of a court action to enable the recording of a notice of pending action, for order of anachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the mediation and arbitration provisions. (3) BROKERS: Buyer and Seller agree to mediate and arbitrate disputes or claims involving either or both Brokers, consistent with 22A and B, provided either or both Brokers shall have agreed to such mediation or arbitration prior to, or within a reasonable time after, the dispute or claim is presented to Brokers. Any election by either or both Brokers to participate in mediation or arbitration shall not result in Brokers being deemed parties to the Agreement. Buyer's Initials( } ( ) ) ( ) C Copyright© 1996-2007, CALIFORNIA ASSOCIATION OF REALTORS O, INC Seller's Initials { Reviewed b Date HOUSHC VLPA REVISED 11107 (PAGE 6 OF 9) y MUMMY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 6 OF 9) 500 S.Guild A Property: 500 South C.uild Avenue Date: March 27, 2008 "NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE `ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE `ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY." "WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE�A$B TRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION." ,. I Buver's Initials f r o ! Seller's Initials 1I 23. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seiler as of Close Of Escrow: real property taxes and assessments, interest, rents. HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer. and payments on Mello-Roosand other Special Assessment District bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello -Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet due. The Propertywill be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow, by Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30 -day month. 24. WITHHOLDING TAXES: Seller and Buyer agree to execute any instrument. affidavit. statement or instruction reasonably necessary to comply with federal (FIRPTA)and California withholding Law, if required(C.A.R. FormsAS andAB). 25. MULTIPLE LISTING SERVICEIPROPERTY DATA SYSTEM: If Broker is a participantof a Multiple Listing Service ("MLS") or Property Data System ("PDS"), Broker is authorized to report to the MLS or PDS a pending sale and, upon Close Of Escrow, the terms of this bansaction to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS or PDS. 26. EQUAL HOUSING OPPORTUNITY: The Properly is sold in compliancewith federal, state and local anti -discrimination Laws. 27. ATTORNEY FEES: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non -prevailing Buyer or Seller, except as provided in paragraph 22A. 28. SELECTION OF SERVICE PROVIDERS: if Brokers refer Buyer or Seller to persons, vendors, or service or product providers ("Providers"), Brokers do not guarantee the performanceof any Providers. Buyer and Seller may select ANY Prcvlders of their own choosing. 29. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the parties are incorporated in this Agreement. its terms are intended by the parties as a final, complete and exclusive expression of their Agreementwith respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be Ineffectiveor invalid, the remaining provisionswill nevertheless be given full force and effect. Neitherthis Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyerand Seller. 30, OTHER TERMS AND CONDITIONS, including attached supplements: ❑ Purchase AoreementAddendum (C.A.R. Form PAA paragraph numbers: } ❑ Seller shall provide Buverwith a Seller Vacant Land Questionnaire(CA.R. form VLQ) within the time specified in naraaraoh 1 BA Purchaser has the right to assiane this agreement. 31. DEFINITIONS: As used in this Agreement: A. "Acceptance" means the time the offer or final counter offer is accepted in writing by a party and that acceptance is delivered to and personally received by the other partyor that party's authorized agent in accordancewith the terms of this offer or a final counteroffer. B. "Agreement" meansthe terms and conditionsof this accepted Vacant Land Purchase Agreement and any accepted counteroffers and addenda. C. "C.A.R. Form" means the specificform referenced, or another comparableform agreed to by the parties. D. "Close Of Escrow" means the date the grant deed, or other evidence of transfer of title. is recorded. If the scheduled close of escrow falls on a Saturday, Sunday or legal holiday, then close of escrow shall be the next business day after the scheduled close of escrow date. E. "Copy" means copy by any means including photocopy, NCR. facsimile and electronic. F. "Days" means calendar days, unless otherwise required by Law. G. "Days After" means the specified number of calendar days after the occurrence of the event specified. not counting the calendar date on which the specified event occurs, and ending at 11:59 PM on the final day. H. "Days Prior" means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. Buyer's Initials IL ) ( ) ) Copyright©1 996-2007, CAUFORNIAA55DCIAiION OF REALTORSQ.INC. Seller's Initials ( } ( VLPA REVISED 11/07 (PAGE 7 OF 9) rReviewed by Date OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 7 OF 9) 500 S. GuildA Property: 500 South Gu�i1d Avenue Date; March 27, 2009 I. "Electronic Copy" or "Electronic Signature" means, as applicable. an electronic copy or Signature complying with California Law, Buyer and Seller agree that electronic means will not be used by either one to modify or atter the content or integrity of this Agreement without the knowledge and consentof the other. J. "Law" means any law, code, statute. ordinance, regulation. rule or order, which is adopted by a controlling city, county. state or federal legislative.judicial or executive body or agency. K. "Notice to Buyer to Perform" means a document (C.AR. Form NBP). which shall be in writing and signed by Seller and shall give Buyer at least24 hours (or as otherwise specified in paragraph 18G(4)) to remove a contingencyor perform as applicable. L "Repairs" means any repairs, alterations. replacements. modifications or retrofitting of the Property provided for underthis Alireement M. "Signed" means either a handwritten or electronic signature on an original document, Copy or any counterpart. N. Singular and Plural terms each include the other, when appropriate. 32. AGENCY: A POTENTIALLY COMPETING BUYERS AND SELLERS: Buyer and Seller each acknowledge receipt of a disclosure of the possibility of multiple representation by the Broker representing that principal. This disclosure maybe part of a listing agreement, buyer -broker agreement or Separate document (C.AR. Form DA). Buyer understands that Broker representing Buyer may also represent other potential buyers, who may consider. make offers on or ultimately acquire the Property. Seller understands that Broker representing Seller may also represent other sellers with competing propertiesof interestto this Buyer. B. CONFIRMATION: The following agency relationships are hereby confirmed for this transaction: Listing Agent Caldwell Banker Commercial TDC (Print Firm Name) is the agent of (check one): ® the Seller exclusively; or ❑ both the Buyer and Seller. Selling Agent (Print Firm Name) (if not same as ListingAgent) is the agent of (check one): ❑ the Buyer exclusively; ❑ the Seller exclusively: or ❑ both the Buyer and Seller. Real Estate Brokers are not parties to the Agreement between Buyer and Seller. 33. JOINT ESCROW INSTRUCTIONSTO ESCROW HOLDER: A The following paragraphs, or applicable portions thereof, of this Agreement constitute thejoint escrow instructions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: 1, 2, 4, 14,15B, 16, 17, 18E, 23, 24, 29, 30, 31, 33, 35, 38A, 39 and paragraph D of the section titled Real Estate Brokers on page 9. If a Copy of the separate compensation agreements) provided for in paragraph 35 or 38A, or paragraph D of the section titled Real Estate Brokers on page 9 Is deposited with Escrow Holder by Broker. Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable. the Broker's compensation provided for in such agreemeni(s). The terms and conditions of the Agreement not setforth in the specified paragraphs are additional matters for the information of Escrow Holder. but aboutwhich Escrow Holder need not be concerned. Buyerand Sellerwill receive Escrow Hclder's general provisions d irecdy from Escrow Holder and will execute such provisions upon Escrow Holder's request. To the extent the general provisionsare inconsistentor conflict with this Agreement. the general provisionswill control as to the duties and obligations of Escrow Holderonly. Buyer and Seller will execute additional instructions. documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow. B. A Copy of this Agreement shall be delivered to Escrow Holder within 3 business days after Acceptance (or ❑ ). Buyerand Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. C. Brokers are a party to the Escrow for the sole purpose of compensation pursuant to paragraphs 35, 38A and paragraph D of the section titled Real Estate Brokers on page 9. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraphs 35 and 38A, respectively, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow, or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Escrow Holder shall immediately notify Brokers (i) if Buyer's initial or any additional deposit is not made pursuant to this Agreement or is not good at time of deposit with Escrow Holder; or (ii) if Buyer and Seiier instruct Escrow Holder to cancel escrow. D. A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holderwithin 2 businessdays after mutual execution of the amendment 34. SCOPE OF BROKER DUTY: Buyer and Seller acknowledge and agree that: Brokers: (i) do not decide what price Buyer should pay or Seller should accept; (it) do not guarantee the condition of the Property; (iii) do not guarantee the performance. adequacy or completeness of inspections. services, products or repairs provided or made by Seller or others; (iv) shall not be responsible for identifying defects that are not known to Broker(s); (v) shall not be responsible for inspecting public records or permits concerning the title or use of the Property; (vi) shall not be responsible for identifying iooat'ion of boundary ilnes or other items affecting title; (vii) shall not be responsible for verifying square footage, representations of others or information contained in inspection reports. MLS or PDS. advertisements, flyers or other promotional material. unless otherwise agreed in writing: (viii) shall not be responsiblefor providing legal or tax advice regarding any aspect of a transaction entered into by Buyeror Seller in the course of this representation; and (ix) shaii not be responsiblefor providingother advice or informationthat exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal. lax, insurance, title and other desired assistance from appropriate professionals. 35. BROKER COMPENSATION FROM BUYER If applicable, upon Close Of Escrow, Buyer agrees to pay compensation to Broker as specified in a separate written agreement between Buyer and Broker. 36. TERMS AND CONDITIONS OF OFFER This is an offer to purchase the Property on the above terms and conditions. All paragraphswith spaces for initials by Buyer and Seller are incorporated in this Agreement only if initialed by all parties. if at least one but not all parties initial. a counteroffer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the above conflrmatiar of agency relationships. If this offer is accepted and Buyer subsequently defaults. Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy. may be Signed in two or TNe counterparts. all of which shall VLPA REVISED 11/07 (PAGE 8 OF 9) } } Reviewed by Date OPPORTUNIITY Property: 500 South Guild Avenue Date:ldarch 27. 2008 37. EXPIRATION OF OFFER: This offer shall be deemed revoked and the deposit shall be returned, unless the offer is Signed by Seller, and a Copy of the Signed offer is personally received by Buyer, or by MSCHAEL CAROV33A who is authorized to receive it by 5:00 PM on the third Day afler this offer is signed by Buyer (or, if checked, ❑ by Avrx Z 7. 2008 (date), at 5: 00 ❑ AM ❑ PM). Date Date BUYER GG d Group BUYER By n1, Idif e Tbm Galuski Print Name Tiile President Title Address 330 N_ Jefferson St Suite 14 01 Address Chicago. IL 60661 38. BROKER COMPENSATION FROM SELLER A Upon Close Of Escrow. Seller agrees to pay wmpensation to Broker as specified in a separatewritten agreement between Selier and Broker. B. if escrow does not close. compensation is payable as specified in that separate written agreement. 39. ACCEPTANCE OF OFFER Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer, agrees to sell the Properly on the above terms and conditions, and agrees to the above confirmation of agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement. and aulhorizes Brokerto delivera Signed Copy to Buyer. ❑ (If checked) SUBJECT TO ATTACHED COUNTER OFFER, DATED Date SELLER _ By Print Name Title Address Date SELLER _ By Print Name Title Address ( f ) Confirmation of Acceptance: A Copy of Signed Acceptance was personally received by Buyer or Buyer's authorized agent (Initials) on (date) At ❑ AM ❑ PM. A binding Agreement is created when a Copy of Signed Acceptance is personally received by Buyer or Buyer's authorized agent whether or not confirmed in this document. Completion of this confirmation is not legally required in order to create a binding Agreement: it is solely to evidence the date that C.ontlrmatlon Ot Acceptance has occurred. REAL ESTATE BROKERS: A Real Estate Brokers are not parties to the Agreement between Buyer and Seller. B. Agency relationships are confirmed as stated in paragraph 32. C. if specified in paragraph 2A, Agent who submitted offer for Buyer acknowledges receipt of deposit. D. COOPERATING BROKER COMPENSATION: Listing Broker agrees to pay Cooperating Broker (Selling Firm) and Cooperating Broker agrees to accept. out of Listing Broker's proceeds in escrow: (1) The amount specified in the MLS or PDS. provided Cooperating Broker is a Participantof the MLS or PDS in which the Properly is offered for sale or a reciprocal MLS or PDS. or ❑ (if checked) (it) the amount specified in a separate written agreement(CA.R. Form CBC) between Listing Broker and Cooperating Broker. Real Estate Broker (Selling Firm) DRE Lic, # By DRE Llc. # Date Address — Telephone Fax City State Zip E-mail Real Estate Broker (Listing Firm) C'al.dwe 7 i Ranker cr,rnmera4 A7 me DRE Lic. # 01190817 By Michael CArouBa. DRELic.#01339289 Date February 15• 2008 Address City NQODBRXD State cn Zip 95258 Telephone _(209)334-6717x12 Fax (209)334-2521 E-mail MSCHAE .Cox ESCROW HOLDER ACKNOWLEDGMENT Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, ❑ a deposit in the amount of $ }, counteroffer numbers and and agrees to act as Escrow Holder subject to paragraph 33 of this Agreement. any supplemental escrow instructions and the terms of Escrow Holder's general provisions. Escrow Holder is advised Ihat the date of Confirmation of Acceptanceof the Agreement as between Buyerand Seller is Escrow Holder. By Address �IhcnelFax/E-mail (Z Escrow Holderls 5rensea Escrow# Date trie Califom a Departmentof ❑ CorporaCions,[] Insl.rance,❑ Rea Estate License# I ( (Seller's Initials) ) REJECTION OF OFFER No wuunter offer is being made. This offer was reviewed and rejected by Seller on I (Date) TH15 FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS@ (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is available for use by the entire real estate industry. It is not intended to Identify the user as a REALTOR& REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. FPublished and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the Callomia Association of REALTORS® 121 e 525 South Virgil Avenue. Los Angeles, California 90020 Reviewed by Date o oeflawm VLPA REVISIED 71101, (PAGE! OF 9) VACANT LAND PURCHASE AGREEMENT (NEPA PAGE 9 OF 9) 500 S. Guild A CALIFORNIA _ ASSOCIATION ADDENDUM �. OF REALTORS' Ir (C.A.R. Form ADM, Revised 10101) No. 1 The following terms and conditions are hereby incorporated in and made a part of the: ❑ Residential Purchase Agreement, ❑ Manufactured Home Purchase Agreement, ❑ Business Purchase Agreement, ❑ Residential Lease or Month -to -Month Rental Agreement, ® Vacant Land Purchase Agreement, ❑ Residential Income Property Purchase Agreement, ® Commercial Property Purchase Agreement, ❑ other dated March 27. 2008 , on property known as 500 south Guild A ye. inwhich GG Land Group LLC is referred to as("BuyerlTenal and C it v of Lodi is referred to as ("SellerlLandlord"). Buver is purchasincr the property with the intent of developing the parcel. Buyer acknowledges that seller would like the sub.7ect property developed in order to foster economic activity in the Citv of Lodi. Within twelve months after the close of escrow. Buver shall make a Good faith effort to file a development application with the Citv of Lodi . The foreg/o/ing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document. Date 1 " 0, C D R Date BuyerlTen t Seller/Landlord L d Group TrLC City of Lodi BuyerlTenent Seller/Landlord The copyright laws of the United Slates (Title 17 U.S. Code) forbid the unautherfzed reproduction of this form. or any portion thereof. by photocopy machine or any other means, Includingfacslmile orcomputerized formats. Copyright© 1986-2001, CALIFORNIA ASSOCIATION OF REALTORS@,INC. ALL RIGHTS RESERVED. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.) NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IFYOU DESIRE LEGAL OR TAX ADVICE, CONSULTAN APPROPRIATE PROFESSIONAL. This form is available for use by the entire reai estate industry. Its not Intended to Identify the useras a REALTOR@. REALTOR@is a registered collecUve membership mark which maybe used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics, S�L7spylslag%foi ♦ REAL ESTATE BUSINESS SERVICES, INC. Reviewed by Thrsru;oess"a subsidiaryof the California4ssociation ofREALTORSO 525 South Virgil Avenue, Los Angeles. California 90020 Broker or Designee Date MAL HOWNG ADMA 1 REVISED 10101 (PAGE 1 OF 1) WORTVHITY ADDENDUM (ADM -11 PAGE 1 OF 1) Michael Camuba, Broker 103 Applewood Drive , Lodi C A 95242 Phone: (209) 327-7700 Fax: (209) 3394203 Michael Camuha T6368936.ZFX RESOLUTION NO. 2008-61 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE $2.15 MILLION PURCHASE AND SALE AGREEMENT FOR 9.09 ACRE ELECTRIC UTILITY PROPERTY LOCATEDAT 500 SOUTH GUILD AVENUE WITH GG LAND GROUP LLC ------------_--_------ ------------------------------__----_.,�..r�,. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a $2.15 million Purchase and Sale Agreement for 9.09 -acre Electric Utility property located at 500 South Guild Avenue with GG Land Group LLC. Dated: April 2, 2008 hereby certify that Resolution No. 2008-61 was passed and adopted by the City Council of the City of Lodi in a regular meeting held April 2, 2008, by the following vote: AYES: COUNCIL MEMBERS — Hansen, Johnson, and Katzakian NOES: COUNCIL MEMBERS— Hitchcock and Mayor Mounce ABSENT COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None NIFER . PERRIN Deputy City Clerk 2008-61 F <0 00 0 Electric Utility Department FDR SALE 9.09 Acres City of Lodi �� Electric Utility Dept. ar a t naCinfar-maffamyCkase cantact 333-683.T. City Council April 2, 2008 n �Q '9<�FBack round 9 0 " • EUD adopted a strategic mission to increase cash reserves • EUD found that it had an underutilized parcel (9.09 acres) adjacent to its Industrial Substation • At one time intended for relocation of EUD offices and field operations 2 F <0 00 Selling Objective • City Council approved acquisition of brokering services of Coldwell Banker Commercial (Michael Carouba) to solicit buyers • Key Objectives: — Raise cash for EUD reserves — Find buyer who would develop property creating jobs and tax base K TURNER R0. �l� W FE &T_ ! S I I I I HEY1 12 KETTLEWW LN. I �I p I d I I I cfmva<r eL I I Ir I s� H9F n U. ! TURNER R6. �i x 57 Lw111 M"Y ST_ OF_ LO DI IME ST. NX KET LEPAN LN. 'TO, SAORPMENTD TURNER RD W � m � m 9.09 ,+FEES FOR SALE: APN; 049-250-61 c=a TO. S70CKTON 4 11JRFJER 5 Y� IDMEFDM Sr. ELY Ef. i W FE &T_ ! S I I I I HEY1 12 KETTLEWW LN. I �I p I d I I I cfmva<r eL I I Ir I s� H9F n U. ! TURNER R6. �i x 57 Lw111 M"Y ST_ OF_ LO DI IME ST. NX KET LEPAN LN. 'TO, SAORPMENTD TURNER RD W � m � m 9.09 ,+FEES FOR SALE: APN; 049-250-61 c=a TO. S70CKTON 4 OF 0 iUlld P F <0 00 q<,F0 Appraised Value Appraisal performed in October, 2006 • Norm Swanberg & Associates • Initial $2,500,000 value based on comparables • Reassessment in March, 2008 by appraiser indicated market value of $2.07 million C.1 00 q<,F0 Purchase Offer • $2.15 million offer • $25,000 deposit • 90 day Buyer due diligence period • No appraisal or financing contingencies 7 F <0 00 q<,F0 Buyer G.G. Land Group LLC (Chicago, Illinois) Well capitalized real estate development group Active in California markets Plan to build 5 acre industrial complex (1,500 to 10,000 sq. ft. spaces) Other four acres to be marketed to single user Committed to make good faith effort to submit development plan to city within one year of closing E:1 Closing Costs Commission $89,000 County Transfer Fee $2,500 Owner's Title Policy $1,000 Other $100 Total Closing Costs Net Price: $2,150,000 less $92,500 = $2,057,500 OF Railroad Tra t t A ETI T'I OF Looking North N W- ! 5 Looking South on Guild Avenue 12 Looking West on Thurman Street. from Guild Ave 13 OF Looking East -r T%-,urna-r, Strpi-z W � '-' -0" 4 -n --'7--'i ' ' - 7D ': r- -- 7 - W -e -- -v , ' I MR View from the Northeast Corner 15 view rrvm the Southeast Corne A ' I OF 0 View from the -%vast Corriz. Snut% t� �P ;.r �W. 9NEWPIP -� � = ' Ml-