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Item 01 2024-01586 [Redevelopment Agency Successor Agency] Fourth Amendment to Purchase and Sale Agreement with Phoenix Enterprises, Inc. for 1022 and 1030 Del Paso Boulevard

Sacramento City Council
May 13, 2025

Document
Item 01 2024-01586 [Redevelopment Agency Successor Agency] Fourth Amendment to Purchase and Sale Agreement with Phoenix Enterprises, Inc. for 1022 and 1030 Del Paso Boulevard
Meeting
May 13, 2025
Body
Sacramento City Council
Pages
18
Original file
1.4 MB
Text extracted from the city's file for reading and search. Open the original on sacramento.granicus.com. That file is the official record.

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01586 5/13/2025 Item 1.
[Redevelopment Agency Successor Agency] Fourth Amendment to Purchase and Sale Agreement with Phoenix Enterprises, Inc. for 1022 and 1030 Del Paso Boulevard File ID: 2024-01586
Location: 1022 and 1030 Del Paso Boulevard, District 2
Recommendation: Pass a Redevelopment Agency Successor Agency Motion authorizing the Interim City Manager or designee to execute a Fourth Amendment to the Purchase and Sale Agreement with Phoenix Enterprises, Inc. (Agreement No. 2023-0333) for the sale of the Redevelopment Agency Successor Agency-owned properties at 1022 and 1030 Del Paso Boulevard (Assessor Parcel Numbers 275-0163-005 and 275-0163-006).

Contact: Bill Sinclair, Real Property Agent, (916) 808-1905, [email protected]; Public Works Department; Leslie Fritzsche, Economic Investment Manager, (916) 808-5450, [email protected]; Office of Innovation and Economic Development Presenter: None
Attachments:
1-Description/Analysis
2-Site Location
3-Fourth Amendment to Purchase and Sale Agreement
Description/Analysis
Issue Detail: The Redevelopment Agency Successor Agency (“RASA”) owns property in the North Sacramento area on Del Paso Boulevard between Baxter Avenue and Globe Avenue (APNs 275- 0163-005 and 275-0163006), referred to as the “Site,” as shown on Attachment 1. In accordance with the redevelopment dissolution law, RASA is to dispose of its real property holdings and distribute the sales proceeds to various taxing entities. The Oversight Board for RASA and the California Department of Finance approved RASA’s Long Range Property Management Plan (“Plan”) in 2015.

The Plan included an inventory of all RASA properties and specified the type of disposition and use for each property. In 2016, the Oversight Board delegated authority to RASA to sell properties valued over $10,000 at fair market value based on an appraisal or the highest bid. Accordingly, RASA is authorized to proceed with disposition of its real property assets.

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File ID: 2024-01586 5/13/2025 Item 1.

Disposition of the Site is also subject to the California Surplus Land Act (“Act”). The first step in the process of disposing property under the Act is for the property to be declared surplus. All of RASA’s real property holdings were deemed “surplus” through adoption of the Plan, pursuant to Government Code section 54221(b)(2) of the Surplus Land Act. To further comply with the Act, RASA staff sent out a Notice of Availability (“NOA”) on December 8, 2021, to all required recipients, including affordable housing developers on the list managed by the California Housing and Community Development department (“HCD”), affordable housing developers on a list maintained by the Sacramento Housing and Redevelopment Agency, and public agencies.

The NOA informed recipients that the Site was available for affordable housing and, if interested, entities should submit an offer within 60 days of the NOA. Staff received one offer from an entity that proposed to use the Site for an industrial use of heavy equipment rentals. Given this offer did not propose to use the Site for affordable housing, it was declared non- responsive.

The Site was subsequently listed on the open market by the local brokerage firm Laverty- Chacon. A Letter of Intent for $420,000 (the listing price) from Phoenix Enterprises, Inc. dba SKK Developments (“Buyer”) was received, and on October 1, 2022, RASA entered into an Exclusive Right to Negotiate Agreement for the Site with Buyer so that Buyer could conduct initial due diligence to evaluate the Site for the development of housing.

In accordance with the Act’s requirements, RASA notified HCD of RASA’s proposed sale of the Property to Buyer and HCD sent RASA a letter on February 17, 2023, approving this proposed property disposition. RASA determined that the purchase price represented the fair market value of the Site and it was the highest bid received for the Site.

On March 21, 2023, Council approved a Purchase and Sale Agreement (“Agreement”) between RASA and the Buyer and it was executed on March 21, 2023.The Buyer began in-depth due diligence after execution of the Agreement and its consultant GeoCon Consultants, Inc. (Geocon) discovered potential environmental issues on the Site. Geocon then did further environmental testing on the Site for RASA, utilizing funds available through the City’s Environmental Protection Agency Brownfields Program. Geocon’s additional testing was not sufficient to determine the potential scope and extent of the contamination.

Due to the ongoing environmental investigation of the Site, amendments were made to the Agreement extending the due diligence period and the closing date. The due diligence period was initially set to expire on June 19, 2023. However, on June 16, 2023, RASA and the Buyer agreed to extend the due diligence period until September 18, 2023, through a First Amendment to the Agreement. On September 25, 2023, the parties agreed to reinstate and extend the due diligence period until March 18, 2024, through a Second Amendment. Subsequently, the parties entered into a Third Amendment extending the due diligence period until September 18, 2024.

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File ID: 2024-01586 5/13/2025 Item 1.

It is now envisioned that further environmental testing may take an additional 6 months to complete.

Accordingly, staff have prepared a Fourth Amendment to the Agreement, extending the due diligence period until December 31, 2025 and the closing date until February 27, 2026 (or such earlier date that Buyer designates). Staff is seeking Council authorization to execute this Fourth Amendment (included herein as Attachment 2).

Policy Considerations: The recommendations in this report are in accordance with California redevelopment agency dissolution laws (Health & Safety Code § 34170 et seq.) and the California Surplus Land Act (Government Code § 54220 et seq.).The use contemplated for the Site is in accordance with the goals of the former Redevelopment Agency of the City of Sacramento’s North Sacramento Redevelopment Plan and the Implementation Plan.

Economic Impacts: The actions recommended in this report are in the best interest of RASA as it will result in cost savings for RASA, since it will no longer have to maintain the Site. In addition, the sale will return the Site to private ownership subject to payment of property taxes and the Site’s potential redevelopment will further increase the tax base while stimulating additional patron traffic to Del Paso Boulevard.

Environmental Considerations: California Environmental Quality Act (CEQA): The sale of surplus property described in this report is exempt from environmental review under CEQA Guidelines Section 15312 (Surplus Government Property Sales) because the Site is not located in an area of statewide, regional or areawide concern; it does not have significant values for wildlife habitat; the use of the Site and adjacent property has not changed since the time of purchase; and the Agreement does not approve development of the Site.

This report only proposes execution of an amendment to the Agreement for RASA’s sale of the Site.

Buyer will have to obtain any necessary land use entitlements and conduct any necessary environmental review under CEQA before the Site can be developed. The Agreement does not limit changes to the site plan or limit imposition of mitigation measures to reduce environmental impacts of the proposed project.

Sustainability: Not applicable.

Commission/Committee Action: On January 25, 2016, by Resolution 2016-0001, RASA’s Oversight Board delegated authority to RASA to sell properties valued over $10,000 without the need for further Oversight Board approval, provided the properties were sold at fair market value as determined by appraised value or the highest bid. This approval was sought to aid in streamlining the disposition process.

Rationale for Recommendation: The Site consists of two vacant contiguous parcels with a combined land area of 21,000 square feet. Photos of the Site are included as Attachment 2. The Site

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File ID: 2024-01586 5/13/2025 Item 1.
is located on the southeast corner of Baxter Avenue and Del Paso Boulevard. It is immediately adjacent to a larger privately-owned site comprised of 105 Globe Avenue, 1000 Del Paso Boulevard, and 1010 Del Paso Boulevard. The privately-owned site is also under contract for purchase by Buyer.

The combined area comprises a half-block of property on Del Paso Boulevard stretching from Baxter Avenue to Globe Avenue and totals 58,292 square feet.

Buyer’s proposed development of the entire half-block area is a mixed-use, multi-storied project with at least 200 total housing units. The proposed use for the RASA parcels contains approximately 75 housing units and will serve a variety of incomes with at least 15% of the housing units constructed on the RASA parcels being affordable per the requirements of Government Code section 54233 of the Act. Buyer’s project advances the vision of introducing housing to the Del Paso Boulevard corridor, a long-held goal to aid in the corridor’s revitalization and to increase housing supply.

Financial Considerations: As part of the redevelopment dissolution process, RASA-owned properties are to be disposed of at fair market value based on the appraised value or the highest bid.

The price offered by Buyer of $420,000 was the listed price for the Site and was the highest bid received.

Upon the closing of the transaction, the net sales proceeds (net of the broker’s fee, transaction, and escrow costs) will be sent to the County Auditor-Controller for distribution to the taxing entities. The City’s portion will be deposited into the Innovation and Growth Fund (Fund 2031).

Local Business Enterprise (LBE): Not applicable.

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DEL PASO BLVD

BAXTER AVE

DEL PASO BLVD LOCHBRAE RD ALY

BARSTOW
ST
0 50 10025
Feet
JC | 09/21/20
1022-1030 Del Paso Boulevard
Vicinity Map
City of Sacramento, Geographic Information System
APN 275-0163-005-0000
APN 275-0163-006-0000
Attachment 1
1022
1030

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FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS FOR 1022 AND 1030 DEL PASO BOULEVARD THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Fourth is made as of _________________, 20, by and between the SACRAMENTO CITY REDEVELOPMENT AGENCY SUCCESSOR AGENCY Sellerand PHOENIX ENTERPRISES, INC. dba SKK Developments, a California corporation Buyer. Buyer and Seller may Background A. On March 21, 2023, the Parties executed a Purchase and Sale Agreement and Joint Escrow -0333, for BuyeCalifornia redevelopment dissolution laws. B. Sections 1 and 11(C) of the Agreement state that Buyer has 90 days following the effective June 19, 2023. However, on June 16, 2023, the Parties executed a First Amendment to the Agreement, extending the Due Diligence Period until September 18, 2023. On September 25, 2023, the Parties executed a Second Amendment to the Agreement, reinstating the Agreement and extending the Due Diligence Period to March 18, 2024. On March 18, 2024, the Parties executed a Third Amendment to the Agreement, extending the Due Diligence Period until September 18, 2024. The Parties now desire to further extend the Due Diligence Period until December 31, 2025, given the discovery of Hazardous Substances at the Property, as explained below. C. assessments. completed a Phase I ESA in January 2023 and then a Phase II ESA in June 2023. The Phase II ESA soil vapor at the Property at concentrations exceeding the for PCE. D. Geocon recommended an Additional Site Investigation to further characterize the source and extent of PCE in soil vapor at the Property ). Seller Revolving Loan F) funding in the amount of $68,168 to pay for Geocon to do the Additional Site Investigation at the Property and the work was completed by Geocon in April 2024. Investigation report dated April 11, 2024 is attached hereto as Exhibit 5 in incorporated

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herein. E. In its Additional Site Investigation report, Geocon stated that further investigation into Seller funded further Soil Vapor Investigation in the amount of $109,197, using BRLF PCPI funds. F. On July 3, 2024, Seller submitted documents to the CVRWQCB to enter into a voluntary Cost Recovery Agreement with the CVRWQCB to have CVRWQCB oversight for the additional investigations for the Property. Under such Cost Recovery Agreement, Seller would voluntarily investigate soil vapor concentrations further at its own expense and . G. On d soil vapor monitoring wells on the Property along with quarterly monitoring of these wells. The work described in the Workplan was completed in the fall of 2024. The Workplan is attached hereto as Exhibit 6 and incorporated herein. H. vapor monitoring required by the Workplan. Samples collected from the monitoring wells indicated elevated levels of PCE in both groundwater and soil vapor on the Property. This report is attached hereto as Exhibit 7 and incorporated herein. I. Due to the elevated PCE detections, in March 2025, Geocon prepared and the CVRWQCB o Workplan for Well Installations and Groundwater and Soil determine a potential source of the PCE and to further understand the depth and breadth of the PCE groundwater plume. The work specified in the addendum is scheduled to occur in quarter 2 and 3 of 2025. The addendum is attached hereto as Exhibit 8 and incorporated herein. J. Seller will continue its investigation of the Property with Geocon until completion of the worattached hereto as Exhibit 8), but Seller does not agree to investigate or finance any further environmental action on the Property after that. Buyer is responsible for confirming the accuracy of all environmental reports pertaining to the Property, conducting or financing any required investigation after the work specified in por attached hereto as Exhibit 8) is completed, and conducting any required remediation and/or project modifications due to any Hazardous Substances found on the Property. K. The Parties desire to amend the Agreement to establish terms and conditions related to

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the environmental investigations and CVRWQCB process noted above. L. Finally, the Parties desire to clarify that the $10,000 paid under the First and Second Amendments and the $5,000 paid under this Fourth Amendment are part of the First Deposit. Based on the foregoing background, the Parties agree as follows: 1. Capitalized Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. 2. Exhibits. Section 2 of the Agreement is amended to add the following: Exhibit 5 Additional Site Investigation Report dated April 11, 2024. Exhibit 6 Workplan for Well Installations and Groundwater and Soil Vapor Monitoring dated August 12, 2024. Exhibit 7 Well Installation and Fourth Quarter 2024 Monitoring Report dated December 13, 2024. Exhibit 8 Addendum to Workplan for Well Installations and Groundwater and Soil Vapor Monitoring dated March 13, 2025. 3. Defined Terms1 of the Agreement are hereby deleted and replaced with the following: Due Diligence Period Until December 31, 2025, as specified in Section 11(C) below. Closing Date The earlier of: (i) February 28, 2026; or (ii) 30 calendar entitlements for the Project, with all appeals periods having lapsed and no appeals pending; subject to the extension rights set forth in Section 9 below. 4. First Deposit. Section 4(B) of the Agreement is hereby deleted and replaced with the following: Buyer shall make the following deposits in the form of a certified or wired funds paid to Escrow Holder to be deposited into the Escrow account established pursuant to this Agreement as an advance against payment of the Purchase Price for the Property (1) $10,000 within five (5) calendar days from the date Escrow Holder provides notice to Buyer that Escrow has been opened; (2) $5,000 within one (1) business day of the Effective Date of the First Amendment to the Agreement executed on June 16, 2023; and

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(3) $5,000 within one (1) business day of the Effective Date of the Second Amendment to the Agreement executed on September 25, 2023. (4) $5,000 within three (3) business days of the Effective Date of the Fourth Amendment to the Agreement. Except for the $5,000 payment made within three (3) business days of the Effective Date of the Fourth Amendment (which shall be nonrefundable upon its payment), the First Deposit shall be returned to the Buyer if the Buyer elects to not proceed with the Due Diligence Period. After that time, the First Deposit shall be forfeited by Buyer and Escrow Holder shall transmit the First Deposit to Seller unless: an event of Seller default occurs that prevents Closing from occurring. If Seller terminates this Agrethe First Deposit will be nonrefundable and paid by Escrow Holder to Seller. 5. Second Deposit. The first sentence of Section 4(C) of the Agreement is hereby amended to specify that the amount of the Second Deposit will be $10,000. 6. As-Is Purchase. Section 5 of the Agreement is hereby deleted and replaced with the following: As a material inducement to Seller to execute this Agreement, Buyer acknowledges, represents and warrants as follows: A. As of the Closing, Buyer will have had the opportunity to fully examine and inspect the Property, together with such other documents and materials with respect to the Property which Buyer deemed necessary or appropriate in connection with its investigation and examination of the Property. As of the Closing, Buyer will have accepted the physical condition, value, presence or absence of Hazardous Substances, use, operation, tax status, income and expenses of the Property, with the exception of BuyerSection 11. The Property will be to purchase the Property solely on the basis of its own independent investigation and not in reliance on any reports, documents or other information Seller may have disclosed or provided to Buyer (including without limitation the documents attached as Exhibits 5 through 8). B. Other than as expressly set forth in Section 7, Section 20, Exhibits 5 through 8 of this Agreement, Seller has not made, does not make, and has not authorized anyone else to make any representation as to the present or future physical condition, value, presence or absence of Hazardous Substances, violation of any Environmental Laws, leasing, operation, use, tax status, income and expenses, or any other matter or thing pertaining to the Property. Buyer acknowledges that, other than the representations and warranties of Seller set forth in Section 7, Section 20, Exhibits 5 through 8, no other representation or warranty has been

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made by Seller and that in entering into this Agreement Buyer does not rely on any other representation or warranty. C. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF THE CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS OF THE PROPERTY FOR THE PARTICULAR PURPOSE FOR WHICH BUYER INTENDS TO DEVELOP AND USE THE PROPERTY. 7. Disclosure. Sections 7(A) and 7(B) of the Agreement are hereby deleted and replaced with the following: A. In accordance with California Health and Safety Code section 25359.7, California Government Code sections 8589.3, 8589.4 and 51183.5, California Public that there has been a release of Hazardous Substances, as defined below, per the findings in the documents attached hereto as Exhibits 5 through 8, on or beneath the Property, which substances remain on or beneath the Property and constitute contamination under Environmental Laws, as defined below. Seller does not warrant anything about the knowledge of the prior owner of the Property, the Redevelopment Agency of the City of Sacramento, of Hazardous Substances on or beneath the Property. In addition to the findings in the documents attached hereto as Exhibits 5 through 8, Seller hereby discloses that the Property may contain Hazardous Substances because prior buildings that may have been on the Property in the past may have contained lead paint, asbestos, and other unsuitable materials. Buyer hereby acknowledges that, pursuant to California Health and Safety Code section 25359.7, it was given notice from Seller of Hazardous Substances at the Property and a copy of the documents attached hereto as Exhibits 5 through 8. B. Seller has made a good faith effort to identify and provide to Buyer all reports in its possession regarding the condition of the Property with regard to the release by prior owners of the Property of any Hazardous Substances and the presence of any underground storage tanks in, on or about the Property, and discloses to Buyer that to the best of its knowledge those conditions do not exist on the Property except as identified in the documents attached hereto as Exhibits 5 through 8 obligation under the Disclosure Statutes, Buyer agrees that Seller has satisfied the statutory requirements and that Seller shall not be held liable for any errors or inaccuracies in the reports Seller provided to Buyer, if any. Seller has or will provide Buyer with the opportunity to inspect the Property and conduct tests of the soil, groundwater, and any buildings and materials on the Property. Buyer acknowledges that any condition of the Property which Buyer discovers or desires to correct or improve prior to or after Closing shall be at

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Buyer is responsible for: (i) confirming the accuracy of all environmental reports pertaining to the Property; (ii) conducting or financing any required investigation on the Property after the work (attached hereto as Exhibit 8) is completed; and (iii) conducting any required remediation and/or project modifications required by the CVRWQCB or any other regulatory agency due to any Hazardous Substances found on the Property. 8. Closing. Section 9(B) of the Agreement is hereby deleted and replaced with the following: On the Closing Date, all matters to be performed under this Agreement incident to the sale of the Property and the payment of the Purchase Price (collectively, Closing) shall be performed at the offices of Escrow Holder, or other mutually acceptable location agreed to in writing by Buyer and Seller. Notwithstanding anything in this Section 9 to the contrary, the Parties agree to use commercially reasonable efforts to pre-close the transaction (i.e., deliver signed documents into Escrow) on the business day immediately preceding the then-scheduled date of Closing. For purposes of this Agreement, the actual Closing Date shall be the earlier of: (i) February 28, 2026; or (ii) thirty (30) calendar days following the final approval of Buyers entitlements for the Project, with all appeals periods having lapsed and no appeals pending. Seller and Buyer agree that Buyer may extend the Closing Date beyond the then scheduled Closing Date, for two (2) additional periods of ninety (90)-days each, by providing written notice to Seller and to Escrow Holder, not less than five (5) days prior to the then scheduled Closing Date, of Buyer's Intent to so extend the Closing Date. Unless changed in writing by the Parties, the Closing shall occur on or before the Closing Date, subject to Buyers and Sellers respective rights to extend the Closing Date and to terminate this Agreement, that are expressly set forth this Agreement and/or the Escrow Instructions. 9. Due Diligence Period. Section 11(C) of the Agreement is hereby deleted and replaced with the following: 1) uses on or before December 31, 2025 investigations may include without limitation Subdivision Map Act requirements, zoning, availability and cost of providing utilities, sewers and storm drains, topographic studies, and environmental site assessments. Buyer hired GeoCon Consultants IncSeller then hired Geocon to conduct further investigation into soil vapor and groundwater issues on the Property. Seller will continue its investigation of the Property with Geocon until cWorkplan for Well Installations and Groundwater and Soil Vapor Monitoring(attached hereto as Exhibit 8), but Seller does not agree to investigate or finance any further environmental action on the Property after that. As noted above, Buyer is responsible for: (i) confirming the accuracy of all environmental reports pertaining to the Property; (ii) conducting or financing any required investigation

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attached hereto as Exhibit 8) is completed; and (iii) conducting any required remediation and/or project modifications required by the CVRWQCB or any other regulatory agency due to any Hazardous Substances found on the Property. The documents created Exhibits 5 through 8. 2) For the avoidance of doubt, ncommissioning of additional investigations of the Property, Buyer shall be solely responsible for determining the environmental status of the Property and conducting any necessary remediation of Hazardous Substances on the Property. Buyer will also be solely responsible for determining the requirements to obtain regulatory approval for 3) If Buyer decides to purchase the Property, Buyer must deliver to Seller and Escrow Holder written notice approving the feasibility and desirability of purchasing the Buyer fails to deliver the Approval Notice to Seller and Escrow Holder prior to the expiration of the Due Diligence Period, then Buyer shall be deemed to have disapproved feasibility and desirability and this Agreement shall be terminated, with the First Deposit being immediately refunded to Buyer pursuant to Section 4 above. Following termination, no Party shall have any further obligation or liability to the other with respect to the transactions contemplated by this Agreement Section 24. 10. Hazardous Substances. Section 20(F) of the Agreement is hereby deleted and replaced with the following: Seller has not received any notice from the United States Environmental Protection Agency, the State of California Department of Toxic Substances Control, or the Sacramento County Environmental Management Agency, or any other federal, state, county or municipal entity or agency that regulates Hazardous Substances or public health risks or other environmental matters, or any private party or person claiming any violation of, or requiring compliance with, any Environmental Laws or demanding payment or contribution for any Hazardous Substances in, on, under, upon or affecting the Property. However, Seller began the process of voluntarily investigating the Property with oversight from the CVRWQCB. 11. Right of Entry. Section 24 of the Agreement is hereby deleted and replaced with the following: and agents to enter the Property to conduct visual inspections. Any other due diligence inspections and testing, including, without limitation, soil testing, asbestos and lead paint testing of any buildings on the Property, and surveying, staking, and potholing, shall at all times be subject to the terms and conditions of the then-applicable Right of Entry

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agreement executed between Buyer and Seller (the first ROE agreement was executed on December 1, 2022 (Agreement No. 2022-1520)) and the second ROE agreement was executed on April 29, 2025 (Agreement No. 2025-0432), which provide for among other matters, insurance and indemnity protections to Seller for third party tort claims; provided that Seller may require amendments to the Right of Entry Agreement to address new activities on the Property not previously stated in the Right of Entry Agreement or an extension of the term for the Right of Entry Agreement. 12. Escrow Instructions. The Escrow Instructions in the Agreement are hereby amended as follows: The third paragraph of Section 2 is hereby deleted and replaced with the following: As further set forth in the Purchase Agreement, Buyer is to pay a $10,000 portion of the First Deposit into Escrow towards the Purchase Price within 5 days from the date Escrow Holder provides notice to Buyer that Escrow has been opened. Buyer is to pay an additional $5,000 towards the First Deposit following execution of the First Amendment, an additional $5,000 towards the First Deposit following execution of the Second Amendment, and an additional $5,000 towards the First Deposit following execution of the Fourth Amendment. This First Deposit in the amount of $25,000 will become nonrefundable as provided in Section 4 of the Purchase Agreement. A Second Deposit of $10,000 shall be due by Buyer at end of the Due Diligence Period and shall be nonrefundable subject to the provisions of Section 4 of the Purchase Agreement. 13. Entire Agreement. This Fourth Amendment contains the entire agreement between the Parties with respect to the matters set forth in this Fourth Amendment and supersedes all prior understandings or agreements between the Parties with respect to these matters. Except as specifically amended or modified herein, each and every term, covenant, and condition of the Agreement remains in full force and effect. 14. Authority. The persons signing this Fourth Amendment represent and warrant that they are fully authorized to sign this Fourth Amendment on behalf of their entity and to bind their entity to the performance of its obligations hereunder. 15. Electronic Signatures. The Parties agree that this Fourth Amendment may be electronically signed. The Parties agree that the electronic signatures appearing on this Fourth Amendment are the same as handwritten signatures for all purposes. 16. Counterparts. The Parties may sign this Fourth Amendment in counterparts, each of which is considered an original, but all of which constitute the same agreement. Facsimiles, pdfs, and photocopies of signature pages of the Fourth Amendment have the same binding effect as originals. [Signature Page Follows]

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The Parties hereto have executed this Fourth Amendment as of the Effective Date specified above. SELLER: Sacramento City Redevelopment Agency Successor Agency By: Michael Jasso, Assistant City Manager Approved as to Form: By: _________________________________ Senior Deputy City Attorney Attest: By: ________________________________ Assistant City Clerk BUYER: Phoenix Enterprises, Inc. dba SKK Developments By: Sotiris Kolokotronis, President

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EXHIBIT 5 ADDITIONAL SITE INVESTIGATION REPORT DATED APRIL 11, 2024 (located at: geotracker.waterboards.ca.gov)

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EXHIBIT 6 WORKPLAN FOR WELL INSTALLATIONS AND GROUNDWATER AND SOIL VAPOR MONITORING DATED AUGUST 12, 2024 (located at: geotracker.waterboards.ca.gov)

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EXHIBIT 7 WELL INSTALLATION AND FOURTH QUARTER 2024 MONITORING REPORT DATED DECEMBER 13, 2024 (located at: geotracker.waterboards.ca.gov)

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EXHIBIT 8 ADDENDUM TO WORKPLAN FOR WELL INSTALLATIONS AND GROUNDWATER AND SOIL VAPOR MONITORING DATED MARCH 13, 2025 (located at: geotracker.waterboards.ca.gov)

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