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OPTION TO PURCHASE
(CITY PARCEL – APN: 0237-411-13)
In consideration of the sum of $50,000.00 (“Option Consideration”) in hand paid, THE CITY OF FONTANA, a municipal corporation (“Optionor”), hereby offers and grants to NH SOUTHRIDGE LLC, a California limited liability company (“ Optionee”) the exclusive and irrevocable option and right to purchase (the “Option”), under the conditions hereinafter provided, certain real property located in the City of Fontana ("City"), San Bernardino County (" County"), State of California, known as County of San Bernardino Assessor Parcel Number 0237-411-13, and as more particularly described on Exhibit "A"(the “Property”).
Should Optionee exercise the Option to acquire the Property as set forth herein, Optionee shall purchase the Property for One Million Five Hundred Twenty-Five Thousand Dollars ($1,525,000), and other valuable consideration, and the parties shall enter into that certain form of Purchase and Sale Agreement and Joint Escrow Instructions, attached hereto as Exhibit “B ” (the “Purchase Agreement”), for the terms, purchase and conveyance of the Property.
Optionee must exercise the Option prior to March 1, 2023 (the “Option Expiration Date”) by providing written notice to Optionor pursuit to Section 15.3 of the Purchase Agreement.
Notwithstanding the above, Optionee shall have the right to extend the Option Expiration Period until August 1, 2023 provided that the Optionee delivers $25,000.00 in additional Option Consideration.
The Option may not be exercised until Optionee obtains all Entitlements, as that term is defined in the Purchase Agreement. If a private entity files a claim, or any third party initiates a legal action, regarding the Optionor’s approval of this Option or the pursuit of the activities contemplated by this Option (each, an “Action”), the Optionor may terminate this Option on thirty (30) days written notice, without any further obligation to perform the terms of this Option and without any liability to the Optionee resulting from such termination, unless the Optionee unconditionally agrees to indemnify and defend the Optionor with legal counsel acceptable to the Optionor, against such Action, as provided in the next sentence. Within thirty (30) days of receipt of the Optionor’s notice of intent to terminate this Agree ment, as provided in the preceding sentence, the Optionee may offer to defend the Optionor, with legal counsel reasonably acceptable to the Optionor , against the Action and pay all costs, including reasonable attorneys’ fees, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the Action. Any such offer from the Optionee must be in writing and reasonably acceptable to the Optionor in both form and substance. Nothing in this language shall be deemed or construed to be an express or implied admission that the Optionor is liable to the Optionee or any other person or entity for damages alleged from any alleged or established failure of the Optionor to comply with any statute.
Optionor acknowledges that Optionee intends to pursue Entitlements of the Property during the Option Term. Optionor will cooperate with all commercially reasonable requests of Optionee, at no cost to the Optionor, in connection with the pursuit of such Entitlements. This Option shall not be construed as a commitment by Optionor to take any action under the California 16498.00100\40128762.3
Environmental Quality Act (“CEQA”), nor has the Optionor committed its elf to the Entitlements or to any project related to the Property as a whole, or to any particular features, so as to, in any way, preclude any alternatives or mitigation measures that CEQA would otherwise require to be considered, including the alternative of not going forward with the project or any of the Entitlements.
If Optionee exercises its O ption, Optionor and Optionee will complete and execute the Purchase Agreement within 15 days. Optionor and Optionee agree that Optionee has no obligation to exercise the Option and Optionor has no obligation to Optionee other than as expressly set forth in this Option.
This Option shall be binding upon and inure to the benefit of the parties, their assigns, and personal representatives.
IN WITNESS WHEREOF, Optionor has caused this Option to be executed and delivered as of _______________, 2022.
OPTIONOR:
CITY OF FONTANA,
a municipal corporation
By:
Acquanetta Warren, Mayor
ATTEST:
_________________________
City Clerk
APPROVED AS TO FORM:
_________________________
Ruben Duran, City Attorney
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EXHIBIT “A”
DESCRIPTION OF THE PROPERTY
The land referred to in this Agreement is situated in the City of Fontana, County of San Bernardino, State of California, and is described as follows:
LOT 11 OF TRACT NO. 15117, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 275, PAGES 66 THROUGH 90, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 0237-411-13-0-000
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EXHIBIT “B”
FORM OF THE PURCHASE AGREEMENT
See Attached.