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PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”) is made as of , 2026 (the “Effective Date”), between WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation (“Seller”) and CITY OF FONTANA, a California municipal corporation (“City” or “Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” ARTICLE 1. AGREEMENT OF SALE.
1.1 Background.
1.1.1 Seller is the owner and operator of a transitional housing and homeless support facility located at 16029 Arrow Blvd, Fontana, CA 92335, consisting of two parcels commonly known as APNs 0232-201-12-000 (“Parcel 1”) and 0232-201-13-0000 (“Parcel 2”) (collectively, Parcel 1 and Parcel 2 are the “CityLink Campus”).
1.1.2 Seller is seeking to acquire construction financing (the “Construction Loan”) in connection with development of a transitional residential and mixed use project on a portion of Parcel 2 (the “Permanent Housing Project ”). In connection therewith, Seller is pursuing an entitlements package that includes, among other things, a lot line adjustment to the CityLink Campus that will result in a modification of relative proportions of Parcel 1 and Parcel
2. 1.1.3 Buyer and Seller are parties to that certain Promissory Note dated March 22, 2023 in the original principal amount of $3,040,000.00 (the “Note”), which, among other things, provides for interest accruing at 4% per annum, monthly interest-only payments of $10,133, and a maturity date of March 1, 2033.
1.1.4 The Note is secured by a deed of trust recorded March 30, 2023 as Instrument No. 2023-0075111 (the “CityLink Deed of Trust”), among other documents recorded against the CityLink Campus. The Note, the CityLink Deed of Trust, and all other documents evidencing or securing the Note are referred to collectively as the “Loan Documents”.
1.1.5 Seller is also the owner of the parcels identified as APN 1100-091-71-0000 (“Lot C”) and APN 1100-111-51-0000 (“Lot D”).
1.1.6 To consummate this transaction, the Parties intend to enter into: (i) this Agreement for the conveyance of Lot C and Lot D to Buyer (the “ Transaction”), and (ii) concurrently, (x) a Binding Memorandum of Understanding (attached as Exhibit F) between Seller and Buyer (the “Put Option Agreement”), and (y) a ground lease in the form as Exhibit H between Seller and Buyer (the “Lot C Lease”). The Transaction and the Lot C Lease shall close concurrently. The Put Option Agreement is a separate and independent agreement, and neither the effectiveness of this Agreement nor the Closing is conditioned upon the Put Option Agreement.
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1.2 Property. Subject to and on the terms and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller all of the following (collectively, the “Property”):
1.2.1 Land. The real property which is more particularly described in Exhibit A- 1 (Lot C), and Exhibit A-2 (Lot D) together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including without limitation all minerals, oil, gas and other hydrocarbon substances on and under the real property to the extent owned by Seller, (b) all development rights, air rights, water, water rights and water stock relating to the real property to the extent owned by Seller, and (c) all right, title and interest of Seller in and to any streets, alleys, passages, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such real property, before or after the vacation thereof (collectively, the “Land”);
1.2.2 Improvements. Any and all improvements, structures, systems, facilities, fixtures, fences and parking areas located on the Land and any and all machinery, equipment, apparatus and appliances used in connection with the operation or occupancy of the Land and other improvements located upon the Land (collectively, the “ Improvements”). For clarity, “Improvements” excludes any telecommunications equipment, shelters, lines, or personal property owned by the licensee/operator under the License Agreement (as defined in Section 1.2.3 below).
1.2.3 License Agreement. Lot D is subject to that certain Communication Site License Agreement dated March 18, 2020 by and between Seller (as licensor) and Dish Wireless, LLC (as carrier) and Southern Edison Company, a California corporation (the “ License Agreement”). Pursuant to the General Assignment attached hereto as Exhibit C, Buyer shall acquire title to Lot D subject to the License Agreement and shall assume Seller’s obligations arising under the License Agreement from and after the Closing.
ARTICLE 2. PURCHASE PRICE.
2.1 Amount. The purchase price (the “Purchase Price”) for the Property shall be the full forgiveness, cancellation, and satisfaction by Buyer, effective as of Closing, of all amounts owed under the Note as of the Closing Date, including all unpaid principal, accrued interest, default interest, late charges, and any other sums due thereunder (collectively, the “Loan Satisfaction Amount”).
2.2 Suspension of Payments Under Loan Documents. From the Effective Date until the earlier of Closing or termination of this Agreement, Seller’s obligation to make payments under the Loan Documents shall be suspended, and no default, late charge, default interest, penalty, or collection cost shall be assessed solely from such nonpayment during such period; provided, however, that interest shall continue to accrue at the non-default rate under the Loan Documents during such period. The foregoing suspension shall not act as a waiver or modification of any non- monetary obligation, covenant, default, or event of default by Seller under the Loan Documents.
If Closing occurs, all suspended amounts shall be included in the Loan Satisfaction Amount and forgiven, cancelled, and satisfied at Closing. If this Agreement terminates before Closing for any reason, the Loan Documents shall remain in full force and effect, and Seller shall pay Buyer, within fifteen (15) business days after termination, all principal, interest, and other amounts that became ATTACHMENT NO. 3
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due under the Loan Documents during such suspension period and were not paid, and City shall have other all rights and remedies under the Loan Documents or at law. If Seller timely makes such payment, Seller shall not be deemed in default under the Loan Documents by reason of such suspended nonpayment.
ARTICLE 3. DUE DILIGENCE.
3.1 Due Diligence Period; Inspection and Access.
3.1.1 Due Diligence Period. The “Due Diligence Period ” means the period beginning the Effective Date and ending at 5:00 p.m. on the date sixty (60) days later.
3.1.2 Access to Information and the Property. Buyer shall conduct its investigation of the Property during the Due Diligence Period at no cost to Seller. This investigation (“Due Diligence Investigation ”) may include, at Buyer’s option: a physical inspection of the Land and all Improvements thereon, including soil, geological, any Phase I environmental site assessment, and other tests, engineering evaluations of the Improvements and review of the Plans; review of all governmental matters affecting the Property, including zoning, environmental and permit and occupancy matters; review and verification of all financial and other information previously provided by Seller relating to the operation of the Property; review of the condition of title to the Property, including the review of such other matters pertaining to an investment in the Property as Buyer deems advisable. Notwithstanding the foregoing, Buyer shall not conduct any invasive testing, borings, drilling, sampling, penetrations, or other physically intrusive investigation of the Property without Seller’s prior written consent, which consent may be granted or withheld in Seller’s reasonable discretion. In addition to the Preliminary Documents delivered to Buyer pursuant to Section 3.2, Buyer and its representatives shall have the right , upon at least forty-eight (48) hours’ notice to Seller (which may be oral or via e-mail to Seller’s point of contact: (Mark Nuami: e-mail: [email protected]), to review and copy all files, books, and records reasonably related to the Property, including, without limitation, all of the Additional Documents to be made available to Buyer at the Property pursuant to Section 3.3), to the extent in Seller’s possession;provided however, that in no event shall Seller be required to give access to any Excluded Materials (defined below). Buyer and its representatives shall also have the right of access to the Property during reasonable business hours, upon at least 24-hours’ notice to Seller (which may be oral or via e-mail at the Seller contact above), to conduct its investigation of the physical condition of the Property. Seller agrees that the rights granted to Buyer herein and the results of its Due Diligence Investigation shall not relieve Seller of any express obligations Seller may have under any other provisions of this Agreement, or under other documents entered into concurrently herewith, or implied by law, nor shall they constitute a waiver by Buyer of the right to enforce any of the same. Seller shall reasonably cooperate with Buyer’s Due Diligence Investigations, at no additional cost or expense to Seller. As used herein, “Excluded Materials” means privileged or attorney work-product materials, internal memoranda, tax returns, personnel records, donor, member, congregant, or ministry records, organizational or governance materials, and other records relating generally to Seller’s business, operations, finances, fundraising, relationships, or activities, not inclusive of any records that are public record.
3.2 Delivery of Preliminary Documents. Within 5 business days after the Effective Date, Seller shall deliver to Buyer, at Seller’s expense, all of the documents described in the ATTACHMENT NO. 3
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remaining subsections of this Section 3.2 (collectively, the “Preliminary Documents”) in Seller’s possession.
3.2.1 Title Report and Survey. A preliminary title report or commitment for title insurance (the “Preliminary Title Report ”), dated no earlier than 10 days before the Effective Date, covering the Property and issued by First American Title Company (the “Title Company”), together with a legible copy of each document, map and survey (to the extent applicable) referred to in the Preliminary Title Report. Buyer, at Buyer’s sole cost, may obtain an as-built survey of the Property (the “Survey”) prepared by a certified land surveyor in accordance with the most recent American Land Title Association standards, certified by such surveyor to Buyer and the Title Company in a form acceptable to the Title Company for the purpose of deleting any survey exception from the Title Policy described in Section 4.1.3.
3.2.2 License Agreement Package. A complete, fully executed copy of the License Agreement for Lot D, together with any amendments, consents, recorded memoranda, rent schedule/payment history for the prior twelve (12) months (if available), and any notices of default received by Seller or delivered by Seller.
3.2.3 Reports; Plans. Seller shall deliver to Buyer, to the extent in Seller’s possession, and if any exist, copies of: all as-built plans and specifications for the Improvements, including descriptions of existing renovations and improvements to the Property and rentable space, together with as-built drawings for underground utilities (collectively, the “Plans”), and, if in Seller’s possession, an architect’s certificate acceptable to Buyer certifying that the Improvements were constructed in accordance with the Plans; any soils, structural, mechanical, environmental, geological, or similar reports concerning the Property; certified operating statements for the Property, including itemized income and expenses, and real property tax bills for the applicable periods; all licenses, permits, and certificates required by governmental authorities in connection with construction or occupancy of the Improvements, including certificates of completion, certificates of occupancy, and environmental permits; and all written reports received by Seller within three (3) years prior to the Effective Date from insurance companies, governmental agencies, or other persons or entities requiring correction of any condition or modification or termination of any use of the Property.
3.2.4 License Estoppel. Seller shall deliver an estoppel certificate executed by the licensee under the License Agreement, in form and substance acceptable to Buyer, confirming the complete agreement, rent, deposits, defaults, prepaid amounts, expiration date, renewal rights, termination rights, access rights, utility obligations, ownership of equipment, insurance, and indemnities.
3.3 Additional Documents and Information. From the Effective Date through the Closing Date, Seller shall make available to Buyer at the Property in accordance with Section 3.1, the documents and information described in this Section 3.3, to the extent in Seller’s possession (collectively, the “Additional Documents”):
3.3.1 Agreements. Copies of written, and written descriptions of oral, easements, covenants, restrictions, agreements, contracts and other documents, whether existing or, to the knowledge of Seller, proposed as of the Effective Date, including without limitation any ATTACHMENT NO. 3
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agreements relating to the insurance, service, operation, repair, supply, advertising, promotion, sale, leasing or management of the Property, which (a) affect the Property, (b) are not disclosed by the Preliminary Title Report, and (c) have not been delivered to Buyer pursuant to Section 3.2.
3.3.2 Warranties. Copies of any and all guarantees or warranties and other rights given to Seller in connection with the construction, maintenance, repair or remodeling of the Improvements, periodic inspections, if any.
3.3.3 Insurance Policies. Copies of certificates evidencing the insurance carried by Seller of the Property;
3.3.4 Other Documents. All data, correspondence, documents, agreements, waivers, notices, applications and other records with respect to the Property relating to transactions with taxing authorities, governmental agencies, utilities, vendors and others with whom Buyer may be dealing from and after the Closing Date; and
3.3.5 Requested Information. Such other documents and information concerning the Property as Buyer may reasonably request.
3.3.6 Documents; No Representations. The Preliminary Documents, the Additional Documents, and any other documents, information, reports, studies, plans, records, agreements, correspondence, or other materials delivered, furnished, disclosed, or made available to Buyer by Seller or any representative of Seller, whether before or after the Effective Date, are collectively referred to herein as the “Documents”. Except as expressly set forth in this Agreement, Seller makes no representation or warranty as to the accuracy, completeness, content, or applicability of the Documents, and Buyer shall be responsible for conducting its own review and verification of the matters reflected therein; provided Seller represents and warrants Seller has not intentionally altered or omitted any Documents.
3.4 Approval/Disapproval of Due Diligence Investigations. Buyer shall approve or disapprove the results of Buyer’s Due Diligence Investigation, in Buyer’s sole discretion, by written notice delivered to Seller no later than the expiration of the Due Diligence Period. Buyer’s disapproval shall terminate this Agreement unless, at the time Buyer gives notice of its disapproval, Buyer also notifies Seller of Buyer’s desire to enter into negotiations with Seller for the purpose of reaching an accommodation concerning the disapproval. If Buyer so notifies Seller and the parties have not reached a written agreement satisfactory to both of them regarding the disapproval within 10 days after the date of the disapproval notice, Buyer, at its option, may either (a) elect to terminate this Agreement by so notifying Seller, or (b) elect to proceed with the transactions contemplated by this Agreement notwithstanding its earlier disapproval. If Buyer fails to deliver to Seller notice of its approval or disapproval of the results of its Due Diligence Investigation, Buyer shall be deemed to have disapproved such results. If Buyer elects to terminate the Agreement, Buyer shall return to Seller all Documents previously delivered by Seller to Buyer within 5 business days of such termination. If Buyer elects to terminate, Escrow Holder shall return to each Party any funds deposited by such Party for Closing costs or prorations (if any).
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3.5 Title Review.
3.5.1 Monetary Liens. At its sole expense, Seller shall remove at or prior to the Closing the following monetary liens (collectively, “Monetary Liens”): (i) all delinquent taxes, bonds and assessments and interest and penalties thereon (it being agreed that Seller shall not be required to remove any non-delinquent taxes and assessments imposed by any governmental agency that are paid with the property taxes for the Property); and (ii) all other monetary liens, created by, through, or under Seller after the Effective Date, including without limitation all those shown on the Preliminary Title Report (including judgment and mechanics’ liens, whether or not liquidated, and mortgages and deeds of trust, with Seller being fully responsible for any fees or penalties incurred in connection therewith).
3.5.2 Approval/Disapproval of Title Review. Buyer shall approve or disapprove of the Preliminary Title Report, the Survey and any exceptions to title shown thereon (other than the Monetary Liens) in the exercise of Buyer’s sole discretion, by the expiration of the Due Diligence Period. If Buyer disapproves, Buyer may either (a) terminate this Agreement by giving Seller written notice of termination or (b) give Seller a written notice (“Disapproval Notice”) identifying the disapproved title matters (“Disapproved Title Matters ”). With respect to any Disapproved Title Matters, other than the Monetary Liens, Seller shall notify Buyer in writing within 5 days after Seller’s receipt of the Disapproval Notice whether Seller will cause the Disapproved Title Matters to be removed or cured at or prior to Closing. If Seller elects not to remove or cure all Disapproved Title Matters, Buyer may, at its option: (i) subject to satisfaction of the other conditions to Closing, close the purchase of the Property and take title subject to the Disapproved Title Matters which Seller elects not to remove or cure; or (ii) terminate this Agreement in accordance with Section 9.6.1.
3.5.3 Buyer’s Options. If any Disapproved Title Matters (including the Monetary Liens) have not been removed at least 5 days prior to Closing or provision for their removal at the Closing has not been made to Buyer’s satisfaction, Buyer may, at its option: (i) close the purchase of the Property and take title subject to the Disapproved Title Matters which have not been removed; (ii) solely with respect to Monetary Liens and any Disapproved Title Matters that Seller has expressly agreed in writing to remove or cure, or is expressly required under this Agreement to remove or cure, close the purchase of the Property and cure or remove such Monetary Liens or Disapproved Title Matters, in which event Seller shall reimburse Buyer for Buyer’s actual, reasonable, documented, out-of-pocket costs incurred in connection therewith; or (iii) terminate this Agreement in accordance with Section 9.6.1.
3.5.4 Failure to Disapprove. If Buyer fails to notify Seller of its approval or disapproval of the Preliminary Title Report within the time period stated in Section 3.5.2, the Survey or the exceptions shown thereon by the end of the Due Diligence Period, then Buyer shall be deemed to have disapproved the same.
3.6 As-Is Purchase; Buyer’s Investigations
3.6.1 AS-IS Acquisition. Buyer acknowledges that, prior to Closing, Buyer will have had the opportunity to conduct such investigations, inspections, tests, studies, and reviews of the Property as Buyer deems necessary or appropriate, including with respect to the physical, ATTACHMENT NO. 3
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environmental, legal, entitlement, zoning, title, utility, access, economic, development, use, value, marketability, and condition of the Property, whether patent or latent (collectively, the “Property Conditions”). Except for Seller’s express representations, warranties, covenants, indemnities, and obligations expressly set forth in this Agreement, Buyer shall acquire the Property at Closing in its then-existing condition, “AS IS, WHERE IS, WITH ALL FAULTS,” and Buyer shall rely solely on Buyer’s own investigations and inspections.
3.6.2 Release. Effective as of Closing, except for Seller’s express representations, warranties, covenants, indemnities, and obligations expressly set forth in this Agreement, and except to the extent arising from Seller’s fraud, intentional misrepresentation, intentional omission, willful misconduct, or an intentional failure to disclose a material fact with respect to the Property that Seller had knowledge of (collectively, “Excluded Claims ”), Buyer, for itself and its successors and assigns, hereby releases Seller and Seller’s officers, directors, trustees, employees, agents, representatives, attorneys, consultants, affiliates, successors, and assigns (collectively, the “Seller Parties ”) from any and all claims, demands, liabilities, losses, damages, costs, and expenses arising out of or relating to the Property or the Property Conditions, whether known or unknown, suspected or unsuspected, fixed or contingent. Buyer acknowledges that it has been advised by counsel of the provisions of California Civil Code Section 1542, which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER,
WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Buyer knowingly and voluntarily waives the benefits of California Civil Code Section 1542 with respect to the release set forth in this Section 3.6.2. _____________
Buyer Initials
3.6.3 Survival. The provisions of this Section 3.6 shall survive Closing.
ARTICLE 4. CONDITIONS PRECEDENT.
4.1 Buyer’s Conditions. Buyer’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.1 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or in part by Buyer by written notice to Seller.
4.1.1 Due Diligence. Buyer having approved of the results of its Due Diligence Investigation pursuant to Section 3.4 (including but not limited to Buyer’s reasonable approval of the License Agreement and confirmation of its terms.);
4.1.2 Title Review. Buyer having approved of the results of its review of title pursuant to Section 3.5.
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4.1.3 Title Policy. Seller having caused the Title Company to deliver to Buyer (a) a CLTA Owner’s policy of title insurance, provided that Buyer may require an ALTA Owner’s Policy if Buyer pays the incremental premium for ALTA coverage (“Title Policy”) (or at Buyer’s election a binder therefor) for the Property, or (b) the Title Company’s irrevocable commitment to issue such policy of title insurance, (including such coinsurance, reinsurance and endorsements as Buyer shall require), with liability equal to the Purchase Price showing fee title to the Property vested in Buyer and subject only to (i) the matters and exceptions approved by Buyer pursuant to Section 3.5, (ii) the License Agreement, (iii) any memorandum of the Lot C Lease recorded at Closing, and (iv) the standard printed exceptions in the form of title policy called for (collectively, “Conditions of Title”).
4.1.4 Performance of Covenants. Seller performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at the Closing.
4.1.5 Representations and Warranties. The representations and warranties of Seller set forth in Article 5 being true and accurate on the Closing Date, as if made on such date.
4.1.6 Non-Foreign Certification. Seller having executed and delivered to Buyer on or prior to the Closing Date a certification (“ Seller’ sNon-Foreign Certification ”), substantially in the form of Exhibit B.
4.1.7 California Certification. Seller having furnished the residency certification required pursuant to Sections 18805 and 26131 of the California Revenue and Taxation Code (“Form 593”) or having authorized Escrow Holder in writing to withhold from the Purchase Price the amounts required to be withheld by such Sections.
4.1.8 City Council Approval. Approval of this Agreement and the Lot C Lease, by City Council prior to Closing.
4.1.9 Concurrent Transaction Documents. Execution and delivery at Closing of the Lot C Lease and any other ancillary transaction documents.
4.2 Seller’s Conditions. Seller’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.2 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or part by Seller by written notice to Buyer.
4.2.1 Covenants. Buyer performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Buyer prior to or at the Closing.
4.2.2 Representations and Warranties. The representations of Buyer set forth in Article 6 being true and accurate on the Closing Date, as if made on such date.
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ARTICLE 5. SELLER’S REPRESENTATIONS AND WARRANTIES.
Subject to Buyer’s opportunity to conduct its Due Diligence Investigation of the Property, Seller hereby makes the following representations and warranties to Buyer with the understanding that each such representation and warranty is material and is being relied upon by Buyer:
5.1 Defects. Seller has not received written notice of any material latent defect in the Improvements that remains uncured.
5.2 Compliance. Seller has not received written notice of any uncured violation of applicable law with respect to the current use of the Property. Seller makes no representation that the Property is developable for any particular use other than its present condition and use.
5.3 Documents. Copies of Documents delivered or made available by Seller to Buyer are true, correct, and complete copies of the materials in Seller’s possession. Except as expressly set forth in this Agreement, Seller makes no representation or warranty as to the accuracy, completeness, content, or applicability of the Documents, except that Seller represents Seller has not intentionally altered or omitted any Documents.
5.4 Taxes and Condemnation. To Seller’s knowledge there are no presently pending or contemplated special taxes or assessments which will affect the Property. There are no presently pending or, to Seller’s knowledge, contemplated proceedings to condemn or demolish the Property or any part of it.
5.5 Utilities. To Seller’s knowledge such utilities and storm and sanitary sewers required for the operation of the Property enter the Land through adjoining public streets or through adjoining private land in accordance with valid public or private easements that will inure to the benefit of Buyer.
5.6 Contracts/Leases/Occupancy Rights. Except for the License Agreement, the Conditions of Title, and any service, maintenance, or other agreements disclosed to Buyer in writing, Seller has not entered into any written lease, occupancy agreement, or license granting possessory rights in the Property that will survive the Closing as an obligation of Buyer as Seller’s successor-in-interest as owner of the Property.
5.7 Litigation. To Seller’s knowledge, there are no actions, suits, proceedings, judgments, orders, decrees or governmental investigations pending or threatened against the Property or Seller which could reasonably be expected to materially and adversely affect the Buyer’s interest in the Property or the purchase, use or enjoyment thereof by Buyer.
5.8 Agreements with Governmental Authorities. There are no agreements with governmental authorities, agencies, utilities or quasi-governmental entities that will survive the Closing and which will affect the Property except those agreements which are identified in the Preliminary Title Report and those matters which are disclosed by the Survey.
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5.9 Hazardous Materials.
5.9.1 Definitions. For purposes of this Agreement:
(a) “Environmental Law(s) ” means the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et. seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water Act, 33 U.S.C. Sections 1251 et seq., [The Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. H&S Code Sections 25249.5- 25249.13), the Carpenter-Preseley-Tanner Hazardous Substance Account Act (Cal. H&S Code Sections 25300 et seq.), and the California Water Code Sections 1300, et seq.], as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, cleanup, transportation or Release or threatened Release into the environment of Hazardous Material.
(b) “Hazardous Material ” means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials or (viii) radioactive materials. (c) “Release” means any spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, dumping or disposing into the environment of any Hazardous Material (including the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Material).
5.9.2 Representations. Seller represents and warrants that: (a) Seller has not received any written notice of violation of Environmental Laws with respect to the Property that remains uncured; (b) to Seller’s knowledge, there has been no Release of Hazardous Materials on, under or from the Property in violation of Environmental Laws, and no pending or threatened (to Seller’s knowledge) claim, proceeding, or investigation under Environmental Laws relating to the Property; and (c) to Seller’s knowledge, there are no underground or above-ground storage tanks on the Property used or formerly used for storing Hazardous Materials, no asbestos abatement/remediation has been performed on the Property, and no PCB-containing equipment or materials are located on or in the Property.
5.10 Title to the Property. Seller has good and marketable title to the Property, subject to the Conditions of Title. There are no outstanding rights of first refusal or first look, options to purchase, rights of reverter, or claim of right relating to the transfer or sale of the Property or any interest therein. To Seller’s knowledge, there are no unrecorded or undisclosed documents or other matters which affect title to the Property. Except for the City, no person holding a security interest in the Property or any part thereof has the right to consent or deny consent to the sale of the Property as contemplated herein, and Seller has the right to pay off such person and to remove all ATTACHMENT NO. 3
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such liens as of the Closing Date. Seller has enjoyed the continuous and uninterrupted quiet possession, use and operation of the Property.
5.11 Seller’s Authority. Seller has the requisite power and authority to own and operate the Property and conduct its business where the same is now owned or operated. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is necessary on the part of Seller (or its board of directors) in order to consummate the transactions contemplated herein. This Agreement and the other documents executed by Seller in connection herewith are legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement by Seller, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Seller was organized, or any indenture, mortgage, deed of trust, agreement, undertaking, instrument or document to which Seller or any affiliate thereof is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Seller.
5.12 Parking. Seller has received no written notice from any governmental agency that the parking spaces on the Property are in violation of law.
5.13 Zoning. Seller has received no written notice from any governmental agency that the Property is not in compliance with zoning requirements and laws.
5.14 Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code.
5.15 No Employees. There are no on-site employees of Seller at the Property. Buyer shall have no obligation to employ any individual employed by Seller or its affiliates in connection with the Property.
5.16 Misstatements and Omissions. To Seller’s knowledge neither the representations and warranties made by Seller in this Article 5, nor elsewhere in this Agreement, contain any untrue statement or any omission of a material fact. To Seller’s knowledge, Seller has no documents in its possession that omits material facts related to the Property or which would contradict or negate any of its representations contained in this Agreement.
5.17 Seller’s representations and warranties are made as of the Effective Date and again as of Closing, shall survive Closing as provided herein, and shall not be deemed waived, limited, or qualified by Buyer’s due diligence, inspections, title review, knowledge, or closing, except to the extent Buyer expressly waives a specific representation in writing.
As used in this Agreement, “Seller’ s knowledge” means the actual current knowledge of Mark Nuaimi, without duty of inquiry or investigation. Mark Nuaimi is named solely for purposes of defining Seller’s knowledge, and shall not have any personal liability or obligation to Buyer arising out of or relating to this Agreement, any representation or warranty made herein, or his being so named.
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ARTICLE 6. BUYER’S REPRESENTATIONS AND WARRANTIES.
Buyer makes the following representation and warranties to Seller with the understanding that each such representation and warranty is material and is being relied upon by Seller:
6.1 Buyer’s Authority. The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary action and proceedings. Buyer’s execution and performance herein are subject to approval by Buyer’s City Council, as required.
6.2 No Conflict. Neither the execution nor delivery of this Agreement by Buyer, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Buyer was organized, or any agreement to which Buyer is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Buyer.
ARTICLE 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
7.1 Survival of Warranties. Buyer and Seller agree that each representation and warranty, covenant by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall be deemed made as of the date of this Agreement or such writing and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing; provided however, that that the representations and warranties of Seller shall survive Closing for a period of nine (9) months only, and no claim for breach thereof may be made unless Buyer delivers written notice of such claim to Seller before the expiration of such nine (9)-month period.
7.2 Notice of Changed Circumstances. If either party becomes aware of any fact or circumstances which would render false or misleading a representation or warranty made by such party, then it shall immediately give notice of such fact or circumstance to the other party, but such notice shall not relieve any party of any liabilities or obligations with respect to any representation or warranty.
7.3 Limitation of Liability; Risk Allocation. In no event shall either Party be liable for consequential, incidental, special, punitive, or speculative damages, including lost profits or diminution in value. Except in the case of any Excluded Claims, Seller shall have no liability arising out of or relating to this Agreement or the transactions contemplated unless and until Buyer’s losses exceed Thirty Thousand Dollars ($30,000.00) (the “Basket”), and Seller’s aggregate liability arising out of or relating to this Agreement or the transactions contemplated hereby shall not exceed Two Hundred Thousand Dollars ($200,000.00) (the “ Cap”), notwithstanding if this Agreement terminates before Closing for any reason, the Loan Documents shall remain in full force and effect, and Seller shall pay Buyer all amounts owed therein pursuant to Section 2.2. If the total amount of such losses exceeds the Basket then Buyer shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such losses, and not merely the portion of such losses exceeding the Basket. Seller’s maximum aggregate liability hereunder for all such breaches shall not exceed the Cap. Seller shall be responsible for ATTACHMENT NO. 3
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liabilities arising from ownership or operation of the Property prior to Closing, and Buyer shall be responsible for liabilities arising from and after Closing, including obligations under the License Agreement from and after Closing.
ARTICLE 8. SELLER’S PRECLOSING COVENANTS.
Seller shall comply with the covenants contained in this Article 8 from the Effective Date through the Closing Date unless Buyer consents otherwise in writing. Buyer may grant or withhold any such consent requested by Seller in Buyer’s sole discretion.
8.1 Contracts and Documents. Seller shall not, without Buyer’s approval, (a) amend or waive any right under the License Agreement, any Preliminary Documents, or any Additional Documents, or (b) enter into any material agreement of any type affecting the Property that would survive the Closing Date.
8.2 Insurance. Seller shall maintain or cause to be maintained in full force and effect its present insurance policies for the Property.
8.3 Compliance with Obligations. Seller shall fully and timely comply with all obligations to be performed by it under the License Agreement, the other Preliminary Documents, the Conditions of Title and all permits, licenses, approvals and laws, regulations and orders applicable to the Property.
8.4 No Transfers. Seller shall not sell, encumber or otherwise transfer any interest in all or any portion of the Property, or agree to do so.
8.5 Termination of Contracts. Seller at its sole cost and expense shall terminate any and all service contracts affecting the Property, if any, at or before the Closing Date, except for the License Agreement and those contracts (if any) which Buyer expressly agrees to assume and which are actually assumed by Buyer.
8.6 Maintenance. At its sole cost and expense, Seller shall operate and maintain the Property such that on the Closing Date the Property shall be in at least as good a condition and repair as on the Effective Date, reasonable wear and tear excepted. Without limiting the generality of the foregoing, Seller shall, at a minimum, spend such amounts for repair and maintenance as are consistent with its prior practice. Seller shall promptly advise Buyer of any significant repair or improvement required to keep the Property in such condition. Seller shall not make any material alterations to the Property, or remove any of the Improvements therefrom, without Buyer’s prior consent.
8.7 License Agreement. Seller shall not amend, terminate, or waive any material right under the License Agreement without Buyer’s prior written consent, and Seller shall deliver to Buyer prompt written notice of any default notice received or delivered under the License Agreement prior to Closing.
8.8 Good Faith Efforts. Seller shall use good faith efforts to cause the conditions set forth in Section 4.1 to be satisfied by the Closing Date, and Seller shall not knowingly take or ATTACHMENT NO. 3
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permit any action that would result in any of the representations and warranties set forth in Article 5 becoming false or incorrect.
ARTICLE 9. CLOSING.
9.1 Time. Provided all conditions set forth in Article 4 have been either satisfied or waived, the parties shall close this transaction (the “Closing”), on the date which is30 days after the expiration of the Due Diligence Period (the “Closing Date”), as such date may be extended by the provisions of Article 10, or scheduled earlier upon mutual agreement of the Parties. Buyer's execution of the Lot C Lease in final form approved by the City Council shall occur concurrently with Closing.
9.2 Escrow. This Article 9, together with such additional instructions as First American Title Company, Attention: Jeanne Gould, Sr., Escrow Officer, California, (E-mail:
[email protected]; (949) 885-2405) (“Escrow Holder ”), shall reasonably request and the parties shall agree to, shall constitute the escrow instructions to Escrow Holder. If there is any inconsistency between this Agreement and the Escrow Holder’s additional escrow instructions, this Agreement shall control unless the intent to amend this Agreement is clearly stated in said additional instructions. Buyer and Seller shall cause Escrow Holder to execute and deliver a counterpart of this Agreement to each of them. If the Title Company does not serve as the Escrow Holder, the Title Company shall provide a letter to Buyer, in form and content acceptable to Buyer, pursuant to which the Title Company accepts responsibility and liability for the acts and omissions of Escrow Holder in discharging Escrow Holder’s obligations hereunder, including, without limitation, any acts or omissions of Escrow Holder relating to the Title Company’s commitment to issue the Title Policy, the receipt, recordation or delivery of any documents placed into escrow, and the receipt and disbursement of any funds placed into escrow.
9.3 Seller’s Deposit of Documents and Funds Into Escrow. Seller shall deposit into escrow on or before Closing the following documents:
9.3.1 A duly executed assignment and assumption of License Agreement (substantially in the form attached as Exhibit E) of Seller’s interest in the License Agreement, effective as of Closing; provided that Buyer assumes obligations only from and after Closing (the “Assignment of License”);
9.3.2 An estoppel/acknowledgment from the licensee/operator under the License Agreement, in form reasonably acceptable to Buyer;
9.3.3 A duly executed and acknowledged grant deed, in the form acceptable to Buyer, conveying the Property to Buyer (“Grant Deed”) in the form attached as Exhibit D;
9.3.4 A duly executed general assignment, in the form of Exhibit C, assigning to Buyer all of Seller’s interest in: (a) the Plans, (b) all warranties of which Seller is the beneficiary with respect to the Property and (c) all intangible assets of the Property (the “ General Assignment”);
9.3.5 Seller shall deliver an owner’s affidavit / gap indemnity / title affidavit in form required by Title Company;
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9.3.6 Seller’s share of Closing costs, including, but not limited to transfer taxes (if any), one-half of the escrow fees, and any other costs of Closing customarily paid by sellers of real property in County of San Bernardino, plus or minus prorations as provided in Section 9.8; provided that, subject to Section 9.6, Buyer and Seller shall bear their own attorneys’ fees and costs in connection with the negotiation and preparation of this Agreement and the transactions completed by this Agreement;
9.3.7 Seller’s Non-foreign Certification;
9.3.8 Solely to the extent applicable, customary payoff letters, reconveyance documents, release documents, and UCC-3 termination statements sufficient to cause removal, at or through Closing, of all deeds of trust, assignments of rents, financing statements, and other monetary lien matters affecting the Property that are not permitted to remain pursuant to this Agreement; and
9.3.9 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.
9.3.10 Form 593;
9.3.11 Notice letter to licensee under the License Agreement regarding new owner and addresses for payment of rent payment (“Licensee Notice Letter”) in substantially the form attached as Exhibit G.
9.4 Deliveries Outside of Escrow. Notwithstanding Section 9.3, Seller and Buyer may elect to deliver the documents described in Section 9.3 outside of escrow (other than documents which are to be recorded) by giving Escrow Holder a joint written notice of such election, specifying the documents which will be so delivered outside of escrow. Upon receipt of such notice, Escrow Holder shall have no further obligation concerning such specified documents.
9.5 Buyer’s Deposit of Documents and Funds. Buyer shall deposit into escrow:
9.5.1 Buyer shall deposit into Escrow (i) a written acknowledgment of satisfaction and cancellation of the Note effective as of Closing and (ii) such reconveyance, release, or other instruments as are necessary to evidence termination of the Note and release of the CityLink Deed of Trust (and any other security interests securing the Note), all to be recorded and/or delivered simultaneously with Closing.
9.5.2 Fully executed counterparts of the Lot C Lease (or evidence of execution contemporaneously with Closing, as directed by Escrow).
9.5.3 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement, including a Certificate of Acceptance.
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9.6 Default, Termination and Remedies.
9.6.1 Buyer’s Termination. This Agreement may be terminated by Buyer upon written notice to Seller upon the occurrence of any of the following events, provided that Buyer is not then in material breach of this Agreement: (a) any condition to Closing contained in Section
4.1 has not been satisfied or waived by Buyer by the Closing Date; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.4 (disapproval of Due Diligence Investigation), Section 3.5 (disapproval of title) or Article 10 (damage or condemnation). In such event, the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. Buyer shall retain all remedies it may have hereunder, including the remedy of specific performance.
9.6.2 Seller’s Termination. This Agreement may be terminated by Seller upon written notice to Buyer if any condition to Closing contained in Section 4.2 has not been satisfied or waived by Seller by the Closing Date. Seller shall retain all remedies it may have hereunder.
9.6.3 Release from Escrow. Upon termination of this Agreement pursuant to Section 9.6.1 or 9.6.2, Escrow Holder shall promptly return to Buyer and Seller, respectively, all documents and monies deposited by them into escrow without prejudice to their rights and remedies hereunder.
9.6.4 Preservation of Loan Documents. Subject only to Section 2.2, notwithstanding anything in this Agreement to the contrary, until Closing actually occurs and Buyer effects the forgiveness, cancellation, and satisfaction constituting the Loan Satisfaction Amount at Closing, the Note, the CityLink Deed of Trust, and all other documents evidencing or securing the Note shall remain in full force and effect in accordance with their terms.
9.6.5 Remedies.
(a) Buyer’s Remedies. If Seller breaches this Agreement, and fails to cure such breach within ten (10) business days after Buyer’s written notice thereof, then Buyer may, as its sole and exclusive remedy, either: (i) terminate this Agreement, in which event the parties shall have no further obligation to each other except for those obligations that expressly survive termination, or (ii) shall be entitled to seek specific performance. No termination of the escrow by Buyer following a breach by Seller shall be deemed to waive such breach or any remedy otherwise available to Buyer. Buyer shall make such election, if at all, by written notice to Seller within ten (10) business days after expiration of Seller’s cure period, and if Buyer fails to timely deliver such election notice, Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (i) above.
(b) Seller’s Remedies. If, before Closing, Buyer fails to comply with or perform Buyer’s obligations under this Agreement and does not cure such failure within ten (10) business days after Seller’s written notice thereof, then Seller may terminate this Agreement and, as Seller’s sole and exclusive monetary remedy for such default, recover from Buyer Seller’s actual, reasonable, documented, out-of-pocket costs and expenses (excluding any in-house counsel fees, internal administrative costs, employee or staff time, and overhead) incurred in connection with this Agreement and the transactions contemplated hereby, including escrow fees, title ATTACHMENT NO. 3
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charges, consultant fees, and outside attorneys’ fees (excluding in house counsel), in an aggregate amount not to exceed Twenty-Five Thousand Dollars ($25,000.00). Seller shall provide reasonable supporting documentation for all amounts claimed. In no event shall Seller be entitled to recover any internal administrative costs, employee time, lost profits, opportunity costs, or consequential, incidental, special, punitive, or speculative damages. Upon Seller’s termination of this Agreement pursuant to this Section, Buyer and Seller shall be relieved of any further obligations to each other hereunder except for those obligations that expressly survive termination. (c) Waiver of Specific Performance. SELLER HEREBY WAIVES THE RIGHT TO MAINTAIN AN ACTION FOR SPECIFIC PERFORMANCE OF BUYER’S
OBLIGATION TO PURCHASE THE PROPERTY AND SELLER AGREES THAT SELLER
CAN BE ADEQUATELY COMPENSATED IN MONEY DAMAGES IF BUYER FAILS TO PURCHASE THE PROPERTY IN BREACH OF THIS AGREEMENT. SELLER
ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL
PART OF THE CONSIDERATION BEING GIVEN TO BUYER FOR ENTERING INTO THIS
AGREEMENT AND THAT BUYER WOULD BE UNWILLING TO ENTER INTO THIS AGREEMENT IN THE ABSENCE OF THE PROVISIONS OF THIS PARAGRAPH.
SELLER’S INITIALS BUYER’S INITIALS
9.6.6 If Closing does not occur for any reason, the Note, the CityLink Deed of Trust, and all other documents evidencing or securing the Note shall remain in full force and effect, and Buyer shall have no obligation to forgive, cancel, satisfy, release, reconvey, or terminate the same.
9.6.7 Survival. Notwithstanding anything to the contrary herein, any provision of this Agreement that by its terms, nature, or context is intended to survive termination shall survive any termination of this Agreement.
9.7 Closing. When Escrow Holder has received all documents and funds identified in Sections 9.3 and 9.5, has received notification from Buyer and Seller that all conditions to Closing to be satisfied outside of escrow have been satisfied or waived and Title Company is irrevocably committed to issue the Title Policy, then, and only then, Escrow Holder shall:
9.7.1 Record the Grant Deed with Certificate of Acceptance;
9.7.2 Cause the Title Company to issue the Title Policy to Buyer;
9.7.3 To the extent not otherwise delivered to Buyer outside of escrow, deliver to Buyer: (a) a conformed copy (showing all recording information thereon) of the Grant Deed; (b) fully executed original counterparts of the General Assignment, (c) fully executed original counterparts of the Assignment of License, (d) Seller’s Non-foreign Certification and (e) Form 593;
9.7.4 Disburse funds pursuant to the final Closing statement, including payment of prorations and Closing costs, and return any remaining funds to the depositing Party; ATTACHMENT NO. 3
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9.7.5 Escrow Holder shall prepare and sign closing statements showing all receipts and disbursements and deliver copies to Buyer and Seller and, if applicable, shall file with the Internal Revenue Service (with copies to Buyer and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code.
9.7.6 The Note shall be deemed paid and satisfied in full simultaneously with and conditioned upon recordation of the Grant Deed conveying the Property to Buyer. Buyer shall execute and deliver the written acknowledgment of loan satisfaction and shall cause to be recorded any reconveyance, release, or other instrument necessary to evidence termination of the Note and release of any related security interests. If the Closing does not occur for any reason, the Note, CityLink Deed of Trust, and all related security documents shall remain in full force and effect.
9.8 Prorations. Subject to the other provisions of this Section 9.8, all receipts and disbursements of the Property will be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date. Rents/revenues and charges under the License Agreement payable to Seller shall be prorated as of Closing, with Buyer receiving the benefit and bearing the burden from and after Closing. Not less than five business days prior to the Closing, Seller shall submit to Buyer for its approval a tentative prorations schedule showing the categories and amounts of all prorations proposed, including all rents, fees, and operating expenses. The parties shall agree on a final prorations schedule prior to the Closing and shall deliver the same to Escrow Holder. If following the Closing either party discovers an error in the prorations statement, it shall notify the other party and the parties shall promptly make any adjustment required. The parties agree that any trailing bills that pertain to the Property operations before the Closing Date, which are not available as of Closing, may be presented to Buyer for proration and reimbursement up to forty five (45) days after Closing. Failure to provide any bills by such date shall be a waiver by Seller of such reimbursement and Buyer shall have no further obligation for any such bills and Property expenses.
This section 9.8 shall survive Closing.
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SELLER INITIALS
9.8.1 Capital Expenditures and Accounts Payable. All capital and other improvements (including labor and material) which have been performed or contracted for, by or on behalf of Seller prior to the Closing Date, and all sums due for accounts payable which have been incurred with respect to the Property prior to the Closing Date shall be paid by Seller and shall be subject to the indemnification provisions of Section 7.3. Buyer shall furnish to Seller for payment any bills for such period received after the Closing Date, and Buyer shall have no further obligation with respect thereto.
9.8.2 Property Taxes. General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs shall not be prorated between Seller and Buyer in Escrow.
Upon recordation of the Grant Deed, Buyer will request cancellation of the real property taxes for the Property pursuant to California Revenue and Taxation Code Section 4986. If current taxes have not yet been paid as of the Closing Date, then at Closing Seller shall pay through Escrow or ATTACHMENT NO. 3
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out of Seller’s proceeds, the full amount of the installment applicable for the period of Seller’s ownership in which Closing occurs. If Seller has already paid the entire installment for such period, Seller shall be entitled to a refund from the taxing authority (but not Buyer) of any excess payment made to such authority on account of the Property, including any taxes paid by Seller and applicable to any period from and after the Closing Date. The taxing authority will notify Seller of any refund due Seller resulting from the subject acquisition after a review and any subsequent proration of the property tax assessment by the county assessor. Seller retains the right, following close of escrow, to apply to the appropriate governmental authority/ies for refund of real property taxes pursuant to Revenue and Taxation Code Section 5096.7 (or such other applicable law), and Buyer shall reasonably cooperate with Seller’s efforts to obtain said refund.
9.8.3 Utility Charges. All utility charges shall be prorated as of the Closing Date and Seller shall obtain a final billing therefor. All utility security deposits, if any, shall be retained by Seller.
9.9 Possession. Seller shall deliver possession of the Property to Buyer on the Closing Date, subject to the License Agreement, the Lot C Lease, and the Conditions of Title. Buyer acknowledges that possessory rights in Lot C from and after Closing shall be governed by the Lot C Lease.
ARTICLE 10. DAMAGE, DESTRUCTION AND CONDEMNATION.
This Agreement shall be governed by the Uniform Vendor and Purchaser Risk Act as set forth in Section 1662 of the California Civil Code as supplemented and modified by this Article 10. Seller shall promptly notify Buyer in writing of any material damage to the Property and of any taking or threatened taking of all or any portion of the Property. Within a reasonable period of time after receipt of such notice, Buyer shall determine whether a material part of the Property has been damaged or whether such taking or threatened taking has affected or will affect a material part of the Property. As used herein, (a) the destruction of a “material part” of the Property shall be deemed to mean an insured or uninsured casualty to the Property having an estimated cost of repair which in the reasonable judgment of Buyer equals or exceeds $200,000 and (b) a taking by eminent domain of a portion of the Property shall be deemed to affect a “material part” of the Property if in the reasonable judgment of Buyer the estimated value of the portion of the Property taken exceeds $200,000. Upon making its determination, Buyer shall notify Seller in writing of the results of such determination. Buyer may elect, by written notice delivered to Seller within 30 days after giving Seller notice of such determination, to terminate this Agreement in accordance with Section 9.6.1 if a material part of the Property has been damaged or if such taking has affected or will affect a material part of the Property. If Buyer does not so terminate, (i) in the case of damage to a material part of the Property, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage and shall pay Buyer at the Closing the amount of the deductible, if any, and (ii) in the case of a threatened or actual taking of a material part of the Property, Seller shall assign to Buyer at the Closing Seller’s entire right, title and interest in the proceeds thereof. If between the Effective Date and the Closing Date the Property suffers damage which is not material, Seller shall repair such damage at its expense prior to the Closing, and the Closing Date shall be extended for a reasonable period of time not to exceed 30 days to allow for completion of such repairs. The ATTACHMENT NO. 3
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Closing Date shall be extended as necessary to permit Buyer to exercise its rights under this Article
10. ARTICLE 11. OTHER AGREEMENTS
11.1 Put Option Agreement. The Parties intend to enter into the Put Option Agreement concurrently with the Closing; provided however, that the Closing is not conditioned upon, and shall not be delayed by, the execution of the Put Option Agreement.
11.2 Lot C Lease. Concurrently with the Closing, City, as landlord, and WOL, as tenant, shall enter into the Lot C Lease in the form attached as Exhibit H.
ARTICLE 12. GENERAL.
12.1 Notices. All notices, demands, approvals, and other communications provided for in this Agreement shall be in writing and shall be effective (a) when personally delivered to the recipient at the recipient’s address set forth below; (b) five business days after deposit in a sealed envelope in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed to the recipient as set forth below; or (c) one business day after deposit with a recognized overnight courier or delivery service, addressed to the recipient as set forth below, whichever is earlier. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or legal holiday, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday or legal holiday. Email notices may be used for convenience only, unless otherwise agreed by the parties in writing, and shall be deemed delivered one (1) business day after delivery if sent after 5 pm, or received the same day if sent on a business day between 8 am and 5 pm, and a duplicate shall be sent via USPS on the same day as the email.
The addresses for notice are:
SELLER: Water of Life Community Church
14418 Miller Avenue, Suite K
Fontana CA 92336
Attention: Mark Nuaimi
Email: [email protected]
With a copy to: Joshua M. Jacobs
Attn: Joshua M. Jacobs
401 B Street Suite 1200
San Diego, CA 92101
Email: [email protected]
BUYER: City of Fontana
Attn: City Manager
8353 Sierra Ave.
Fontana, CA 92335
Email: [email protected]
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With a copy to: Best Best & Krieger LLP
Attn: Ruben Duran
2855 E. Guasti Rd., Suite 400
Ontario, CA 91761
Email: [email protected]
Either party may change its address by written notice to the other given in the manner set forth above.
12.2 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement and understanding between Buyer and Seller concerning the subject matter of this Agreement and supersede all prior agreements, including any previous letter of intent or terms, understandings, conditions, representations and warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters which are the subject of this Agreement.
12.3 Amendments and Waivers. No addition to or modification of this Agreement shall be effective unless set forth in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless made in writing and signed by the waiving party.
12.4 Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.
12.5 References. Unless otherwise indicated, (a) all Article, Section, Schedule and Exhibit references are to the articles, sections, schedules and exhibits of this Agreement, and (b) all references to days are to calendar days. All the Schedules and Exhibits attached hereto are incorporated herein by this reference. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls upon a Saturday, Sunday or California state holiday, such time for performance shall be extended to the next business day. The headings used in this Agreement are provided for convenience only and this Agreement shall be interpreted without reference to any headings. The masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so indicates or requires.
12.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed in California.
12.7 Confidentiality and Publicity. Buyer is a public entity and as such, this Agreement, upon its presentation for approval at Buyer’s City council at a duly called and agendized public meeting, shall be subject to the Public Records Act. No press release or other public disclosure ATTACHMENT NO. 3
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may be made by Seller or any of its agents regarding Buyer’s intent for this Property or this transaction without the prior consent of Buyer.
12.8 Time. Time is of the essence in the performance of the parties’ respective obligations under this Agreement.
12.9 Attorneys’ Fees. In the event of any legal or equitable proceeding to enforce any of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or misrepresentations in connection with any provision of this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs of defense paid or incurred in good faith.
Notwithstanding the foregoing, with respect to any claim by Seller arising out of Buyer’s pre- Closing default under this Agreement, Seller’s recovery of costs, expenses, and attorneys’ fees shall be limited to the amounts recoverable under Section 9.6.5(b); provided however, that the foregoing limitation shall not apply to Seller’s reasonable attorneys’ fees and costs incurred in enforcing Seller’s right to recover such amounts under this Section 12.9.
12.10 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Neither Party shall have the right to assign all or any portion of its interest in this Agreement without the other Party’s prior written consent.
12.11 Further Assurances. Each Party, at any time before or after Closing, shall execute, acknowledge, and deliver such further documents and instruments, and take such further actions, as may be reasonably requested by the other Party and are reasonably necessary to carry out the terms of this Agreement; provided, however, that the requesting Party shall bear any third-party costs and expenses incurred in connection therewith unless otherwise expressly provided in this Agreement..
12.12 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party hereto or give any third person any right of subrogation or action over against any party to this Agreement.
12.13 Remedies Cumulative; Survival. Except as otherwise expressly provided in this Agreement (including any exclusive-remedy, election-of-remedies, waiver, Cap, Basket, survival, or limitation-of-liability provisions), the remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party.
12.14 Commissions, Indemnity, Disclosure. Each party represents to the other party that there is no broker representing such party in the current transaction, and that the representing party has incurred no liability for any brokerage commission or finder’s fee arising from or relating to the transactions contemplated by this Agreement. Each party hereby indemnifies and agrees to protect, defend and hold harmless the other party from and against all liability, cost, damage or expense (including without limitation attorneys’ fees and costs incurred in connection therewith) on account of any brokerage commission or finder’s fee which the indemnifying party has agreed ATTACHMENT NO. 3
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P:4929-4283-2560.10:88014-002 23
to pay or which is claimed to be due as a result of the actions of the indemnifying party. This Section 12.14 is intended to be solely for the benefit of the parties hereto and is not intended to benefit, nor may it be relied upon by, any person or entity not a party to this Agreement.
12.15 Counterparts/Facsimile/PDF Signatures. This Agreement may be executed in counterparts and when so executed by the parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the parties, notwithstanding that the parties may not be signatories to the same counterpart or counterparts. The parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.
12.16 Independent Agreements; No Cross-Incorporation. This Agreement, the Put Option Agreement, and the Lot C Lease are separate and independent agreements. No defined term or provision of any one applies to, modifies, or is incorporated into any other, and none is conditioned upon the closing or continued effectiveness of the other, except as expressly provided herein. [SIGNATURES ON FOLLOWING PAGE]
ATTACHMENT NO. 3
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
BUYER:
CITY OF FONTANA,
a California municipal corporation
By
Matthew C. Ballantyne, City Manager
ATTEST:
By:
City Clerk
APPROVED AS TO FORM FOR BUYER:
BEST BEST & KRIEGER LLP
By:
Ruben Duran, City Attorney
ATTACHMENT NO. 3
16498.10023\44871023.7
P:4929-4283-2560.10:88014-002 25
SELLER:
WATER OF LIFE COMMUNITY CHURCH, a
California non-profit religious corporation
By
Name: Jim Kensinger
Its: Secretary/Treasurer
APPROVED AS TO FORM FOR SELLER:
Solomon Ward Seidenwurm & Smith LLP
By:
Joshua M. Jacobs, Attorney for Seller
ATTACHMENT NO. 3
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P:4929-4283-2560.10:88014-002 26
Acceptance by Escrow Holder
Escrow Holder acknowledges receipt of the foregoing Agreement and accepts the instructions contained therein.
Dated: ______________, 20___
By:
Name:
Title:
ATTACHMENT NO. 3
16498.10023\44871023.7
Exhibit “A”
P:4929-4283-2560.10:88014-002
EXHIBIT A-1
LEGAL DESCRIPTION OF LOT C
ATTACHMENT NO. 3
16498.10023\44871023.7
P:4929-4283-2560.10:88014-002 2
EXHIBIT A-2
LEGAL DESCRIPTION OF LOT D
ATTACHMENT NO. 3
16498.10023\44871023.7
Exhibit “B”
P:4929-4283-2560.10:88014-002
EXHIBIT B
TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the CITY OF FONTANA, a California municipal corporation (the “Transferee”), that withholding of tax under Section 1445 of the Code will not be required upon the transfer of a U.S. real property interest to the Transferee by WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation (the “Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:
1. The Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);
2. The Transferor’s U.S. employer identification number is _______________; and
3. The Transferor’s office address is ______________________________________.
The Transferor understands that this Certificate may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalty of perjury I declare that I have examined this Certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.
DATED: ________________, 20___.
WATER OF LIFE COMMUNITY CHURCH, a
California nonprofit religious corporation
By: _______________________
Name: Jim Kensinger
Title: Secretary/Treasurer
ATTACHMENT NO. 3
16498.10023\44871023.7
Exhibit “C”
P:4929-4283-2560.10:88014-002
EXHIBIT C
GENERAL ASSIGNMENT
This Assignment (the “Assignment”) is dated for reference purposes only as of , 2026 by WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation (“Assignor”).
FOR VALUABLE CONSIDERATION, as set forth in that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated , 2026 (the “Agreement”), Assignor hereby assigns and transfers to the CITY OF FONTANA, a California municipal corporation (“ Assignee”), following:
A. Any and all equipment leases, service and/or maintenance agreements and contracts relating to the Property (as defined in the Agreement) (collectively, the “Contracts”) B. Any and all permits, licenses, consents, registrations and other similar approvals applicable to the Property (collectively, the “Approvals”) C. Any and all as-built plans and specifications for: (1) the Property; (2) any and all improvements used in connection with the operation or occupancy of the Property or located upon the Property (the “Improvements”); and (3) any and all personal property owned by Assignor located within or used in connection with the operation of the Property and Improvements (the “Personal Property”) (collectively, the “Plans”); and
D. All warranties of which Assignor is the beneficiary (the “Warranties”) with respect to the Improvements or Personal Property.
This Assignment shall not supersede the Agreement and, in the event of conflict between this Assignment and the Agreement, the Agreement shall control.
This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.
This Assignment shall take effect the last to occur of the following: (i) full execution by all parties, as shown by the last date entered below the parties’ signatures and (ii) upon the consummation of the transaction between Assignee and Assignor.
IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first above written.
ASSIGNOR:
WATER OF LIFE COMMUNITY CHURCH, a
California nonprofit religious corporation
By
Name: Jim Kensinger
Its Secretary/Treasurer
ATTACHMENT NO. 3
16498.10023\44871023.7
Exhibit “D”
P:4929-4283-2560.10:88014-002
EXHIBIT D
GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
City of Fontana
8353 Sierra Ave.
Fontana, CA 92335
ATTN: City Clerk
EXEMPT FROM RECORDING FEES PURSUANT
TO GOVERNMENT CODE SECTION 27383
SPACE ABOVE THIS LINE FOR RECORDER’ S USE
APN: 1100-091-71-0000 and 1100-111-51-0000
Grant Deed
The undersigned Grantor(s) declare(s): City of Fontana is exempt from property taxes Documentary transfer tax is $0 pursuant to R&T Code Section 11922 (Grantee is a governmental entity) Computed on full value of property conveyed, or
Computed on full value less value of liens and encumbrances remaining at time of sale.
Unincorporated area City of Fontana and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation hereby GRANT(S) to
CITY OF FONTANA, a California municipal corporation
the following described real property in the City of Fontana County of San Bernardino
State of California:
SEE ATTACHED EXHIBIT A
Dated: _______________, 20___ WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation
By: [exhibit only – do not execute]
Name:
Its:
ATTACHMENT NO. 3
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Exhibit “D”
P:4929-4283-2560.10:88014-002
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF )
On , 20___ before me, , Notary Public,
personally appeared , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
(seal)
ATTACHMENT NO. 3
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Exhibit “D”
P:4929-4283-2560.10:88014-002
CERTIFICATE OF ACCEPTANCE
Pursuant to Section 27281 of the
California Government Code
This is to certify that the interest in real property conveyed by the Grant Deed dated __________________, 2026, from WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation, to the , a , is hereby accepted by the undersigned officer on behalf of the City of , pursuant to the authority conferred by Resolution No. , adopted by the City Council of the City of Fontana on _ , 2026, and the Grantee consents to recordation thereof by its duly authorized officer.
Dated: _________________, 2026 CITY OF FONTANA, a California municipal corporation
By [exhibit only – do not execute]
Matthew C. Ballantyne, City Manager
ATTACHMENT NO. 3
16498.10023\44871023.7
Exhibit “E”
P:4929-4283-2560.10:88014-002
EXHIBIT E
ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT
1. This ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT
(the “Assignment”), dated __________________, 2026 for reference purposes only, is made by WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation (“Assignor”) and the CITY OF FONTANA, a California municipal corporation (“Assignee”) who, in consideration of the promises and covenants set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows:
2. Background. Pursuant to the Communication Site License Agreement between Water of Life Community Church (Licensor) and
(Licensee) dated March 18, 2020, together with any amendments, consents, recorded memoranda, or other written modifications thereto (the “License Agreement”), Assignor, as licensor, has granted to the licensee identified therein the right to install, operate and maintain certain communication site improvements and related equipment on that certain real property commonly known as APN 1100-111-51-0000 (“Lot D”), located in the City of Fontana, County of San Bernardino, State of California (the “Property”). Concurrently herewith, Assignee is acquiring Lot D (together with other property) from Assignor pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated __________________, 2026 (the “Purchase Agreement”). In connection with Assignee’s acquisition of record fee title to the Property, Assignor desires to assign its interest as licensor under the License Agreement to Assignee, and Assignee desires to accept such assignment on the terms and conditions set forth herein.
3. Assignment. Effective as of the Assignment Date (as defined in Section 5), Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the License Agreement as licensor, including all right to receive rents, fees and other payments thereunder accruing from and after the Assignment Date, together with any guaranties and warranties related thereto, if any. Assignor agrees to indemnify, defend, and hold Assignee harmless from and against any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of Assignor’s obligations under the License Agreement to the extent arising or accruing before the Assignment Date, subject in all respects to the terms, conditions, and limitations set forth in the Purchase Agreement.
4. Assumption. Assignee hereby accepts the assignment set forth in Section 3 above and hereby assumes all of Assignor’s obligations under the License Agreement arising or accruing on and after the Assignment Date. Assignee agrees to indemnify, defend, and hold Assignor harmless from and against any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of Assignee’s obligations under the License Agreement to the extent arising or accruing on ATTACHMENT NO. 3
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Exhibit “E”
P:4929-4283-2560.10:88014-002
and after the Assignment Date, subject in all respects to the terms, conditions, and limitations set forth in the Purchase Agreement.
5. Assignment Date. This Assignment shall be conditioned and effective upon the conveyance to Assignee of record fee title to Lot D (the “Assignment Date”).
6. No Third-Party Beneficiaries. Nothing contained in this Assignment shall be construed to alter the License Agreement or to confer any rights upon any party other than Assignor and Assignee; provided, however, that this Assignment may be presented to the licensee under the License Agreement as evidence of Assignee’s status as successor licensor from and after the Assignment Date.
7. Binding on Successors . This Assignment shall be binding on and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns.
8. Further Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations under this Assignment and to carry out the intent of the parties, provided that the requesting party shall bear any third-party costs and expenses incurred in connection therewith unless otherwise expressly provided in the Purchase Agreement.
9. Counterparts. This Assignment may be executed in two (2) or more counterparts, each of which shall be deemed an original (including copies sent to a party by electronic transmission as against the party signing such counterpart), but which together shall constitute one and the same instrument.
ATTACHMENT NO. 3
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Exhibit “E”
P:4929-4283-2560.10:88014-002
IN WITNESS WHEREOF, the parties have executed this Assignment the day and year written above.
ASSIGNOR
WATER OF LIFE COMMUNITY CHURCH,
a California nonprofit religious corporation
By: [exhibit only – do not execute]
Name: _________________________
Its: __________________________
ASSIGNEE
CITY OF FONTANA, a California municipal corporation
By [exhibit only – do not execute]
Matthew C. Ballantyne, City Manager
ATTACHMENT NO. 3
16498.10023\44871023.7
Exhibit “F”
P:4929-4283-2560.10:88014-002
EXHIBIT F
BINDING MEMORANDUM OF UNDERSTANDING
[See attached]
ATTACHMENT NO. 3
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Exhibit “G”
P:4929-4283-2560.10:88014-002
EXHIBIT G
LICENSEE NOTICE LETTER
VIA CERTIFIED MAIL (RETURN RECEIPT REQUESTED) AND VIA EMAIL [LICENSEE NAME]
Attn: __________________________
[LICENSEE ADDRESS]
Email: _________________________
Re: Notice of Property Conveyance and Assignment of License Agreement; Successor Licensor
Property: Lot D (APN 1100-111-51-0000), City of Fontana, California License Agreement: Communication Site License Agreement dated March 18, 2020, as amended (“License Agreement”), by and between Water of Life Community Church, a California nonprofit religious corporation, as licensor (“Seller/Licensor”), and [LICENSEE NAME], as licensee (“Licensee”)
To [LICENSEE NAME]:
Please be advised that Licensor has conveyed the above-referenced Property to CITY OF FONTANA, a California municipal corporation (“Successor Licensor”). This letter constitutes formal notice that the transaction is scheduled to close on , 2026 (“Closing”).
Effective as of the Closing, Licensor assigned to Successor Licensor all of Licensor’s right, title, and interest as licensor under the License Agreement, and Successor Licensor assumed all obligations of Licensor under the License Agreement arising after the Closing (the “Assignment”).
All future payments, fees, and all other amounts due under the License Agreement, and all notices, demands, requests, consents, approvals, and other communications required or permitted to be delivered to licensor under the License Agreement, shall be delivered to Successor Licensor at the address set forth below (or such other address as Successor Licensor may later designate to Licensee in writing):
CITY OF FONTANA
Attn: City Manager and City Clerk
8353 Sierra Avenue
Fontana, CA 92335
Email: [email protected]
If Successor Licensor designates a separate department, agent, or third-party administrator for day- to-day administration of the License Agreement (including invoicing and payment processing), Successor Licensor will provide Licensee with updated contact and payment instructions in writing.
ATTACHMENT NO. 3
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Exhibit “G”
P:4929-4283-2560.10:88014-002
If you have any questions regarding this notice, please contact the City representative identified above. Thank you for your cooperation.
Very truly yours,
WATER OF LIFE COMMUNITY CHURCH,
a California nonprofit religious corporation
By: [exhibit only – do not execute]
Name: _________________________
Its: __________________________
ATTACHMENT NO. 3
16498.10023\44871023.7
Exhibit “H”
P:4929-4283-2560.10:88014-002
EXHIBIT H
LOT C LEASE
[See attached]
ATTACHMENT NO. 3
16498.10023\44871023.7
Exhibit “H”
P:4929-4283-2560.10:88014-002
ATTACHMENT NO. 3
16498.10023\44871023.7
Exhibit “H”
ATTACHMENT NO. 3