Upland City Council
December 11, 2023

Resolution No.

Section 6. NOTICE OF EXEMPTION. The City Council hereby directs staff to prepare, execute and file with the San Bernardino County Clerk a Notice of Exemption within five working days of the approval of this Resolution.

Section 7. CUSTODIAN OF DOCUMENTS. The custodian of documents constituting the record of proceedings for this matter is the City Clerk's Office. The documents constituting the record of proceedings for this matter are located at City Hall at 460 N. Euclid Avenue, Upland, CA 91786.

Section 8. SEVERABILITY. If any provision of this Resolution is held invalid, the remainder of this Resolution shall not be affected by such invalidity, and the provisions of this Resolution are severable.

Section 9. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption, and the effective date of the PSA condition on approval by HCD as set forth in Section 4 herein.

PASSED, APPROVED and ADOPTED this 11th day of December, 2023.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 11th day of December, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Resolution No.

ATTACHMENT "A"

DESCRIPTION OF PROPERTY
City-owned parcel totaling 21,350 square feet or 0.49 Acres located at the southwest corner of Washington Boulevard and 6th Avenue in the Historic Downtown with Assessor Parcel Number 1046-433-25.

F TT - - eklzs a .e1E - I - "' rd , '-, EWashingto• • I l� i +;
a , ■
Lii
ilit ' . • .L _' , I il'-'1AL'. r .if.1;`-. A ? ,-, - . Il °Pe _ I 4, . - • •; • . ' 1171Yr:
- _ -{ '- _Y
•
— .
•
M1 - - -� -r,i1 .11 --J'w1
f..`.I ■► 1- la r
f
t i 1 k. -,4 illi - .
,.. ,
'- w --
.. - - • .;• tiA IL
.z. 54 lik . ....r..7 ititip42
kiiii 1 - •r i, ., • A .• Ile.• i

Resolution No.

Legal Description of the Property
Southwest Corner of Washington Boulevard and 6t" Avenue UPLAND, CA 91786
APN 1046-433-25
THAT PORTION OF LOTS 11 AND 12,OF HARWOOD BROTHERS SUBDIVISION OF ONTARIO COLONY LANDS,LOTS 579 TO 604, IN THE CITY OF UPLAND,COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, PER PLAT RECORDED IN BOOK 14,PAGE 19 OF MAPS,AND PARCEL"C" OF THAT CERTAIN LOT LINE ADJUSTMENT LA-06-03,RECORDED AUGUST 5,2010 AS DOCUMENT NO.2010-D316372,BOTH RECORDS OF SAID COUNTY:

COMMENCING AT THE NORTHEAST CORNER OF LOT 2 EYMANN PLACE TRACT NO.196S,PER PLAT RECORDED IN BOOK 28 OF MAPS, PAGE 51 RECORDS OF SAID COUNTY; THENCE NORTH 89°50'21"WEST,14.44 FEET ALONG THE NORTHERLY LINE OF SAID LOT 2; THENCE NORTH 0° 01'00"WEST,2.74 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°58'21"WEST, 124.00 FEET; THENCE SOUTH 76°43'25"WEST,11,92 FEET TO THE NORTHWEST CORNER OF SAID LOT 2; THENCE NORTH 89°58'21"WEST,4.40 FEET ALONG THE NORTHERLY LINE OF LOT "A"AS SHOWN ON SAID EYMANN PLACE TRACT NO. 1965 TO THE WESTERLY LINE OF LOT 11 OE SAID HARWOOD BROTHERS SUBDIVISION; THENCE NORTH 0°O1'00"WEST,142.76 FEET ALONG THE WESTERLY LINE OF SAID LOTS 11 AND 12 TO A POINT ON THE SOUTERLY LINE OF THE LAND CONYETDTOTHE CITY of UPLAND BY DEED RECORDED AUGUST 23, 1954 IN BOOK 3447,PAGE 74,OFFICIAL RECORDS,SAID POINT.ALSO BEING THE BEGINNING OF A NON- TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 100 FEET,A RADIAL TO SAID CURVE BEARS NORTH 22°11'13"WEST; THENCE NORTHERLY 38.91 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22°17'27"ALONG SAID SOUTHERLY LINE; THENCE SOUTH 89°53'46"EAST,266.49 FEET,CONTINUING ALONG SAID SOUTHERLY LINE TOA POINT ON THE EASTERLY LINE OF SAID LOT 12; THENCE SOUTH 0°O1'00"EAST,53.83 FEET TO THE SOUTHEAST CORNER OF SAID LOT 12; THENCE NORTH 89°58'21"WEST,164.44 FEET ALONG THE SOUTHERLY LINE OF SAID LOT 12 TO THE NORTHEAST CORNER OF THE WESTERLY 140.00 FEET OF SAID LOT 11; THENCE SOUTH 0°01'DCI"EAST,93.26 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE EASTERLY 150.00 FEET OF THAT PORTION OF LOT 12 OF HARWOOD BROTHERS SUBDIVISION OF ONTARIO COLONY LANDS, LOTS 57g TO 604,IN THE

CITY OF UPLAND,COUNTY OF SAN BERNARDINO,STATE OF CALFORNIA,PER PLAT RECORDED IN BOOK 14,PAGE 19 OF MAPS,RECORDS OF SAID COUNTY.

DESCRIBED AREA=21,350 SCL FT,=0.490 ACRE. 4 :W H/I.g;
k *

Resolution No.

ATTACHMENT "B"
Purchase and Sale Agreement and Joint Escrow Instructions

REAL PROPERTY PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
(Property at Washington Boulevard and 6th Avenue,APN: 1046-433-25) by and between
City of Upland
a California Municipal Corporation
and
Crestwood Corporation
[DATED AS OF DECEMBER 11, 2023, FOR REFERENCE PURPOSES ONLY]

DRAFT FOR NEGOTIATION PURPOSES ONLY

REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(WASHINGTON BOULEVARD AND 6TH AVENUE,APN: 1046-433-25)
This REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Washington Boulevard and 6th Avenue, APN: 1046-433-25) ("Agreement") is dated as of December 11, 2023, for reference purposes only, and is entered into by and between City of Upland, a California Municipal Corporation ("Seller"), and Crestwood Corporation("Buyer"). Seller and Buyer enter into this Agreement with reference to the following recitals of fact(each, a"Recital"):

RECITALS
A. Seller is the owner of certain real property totaling 21,350 square feet or 0.49 Acres located at the southwest corner of Washington Boulevard and 6th Avenue in the Historic Downtown with Assessor Parcel Number: 1046-433-25 (specifically defined in Section 1 of this Agreement as the "Property");
B. This Agreement implements the goals and objectives of Seller for improving economic development, reduction of blight, and creation of jobs within the City. In addition, the proposed action supports the Historic Downtown Upland Specific Plan's goal to expand housing opportunities in Downtown, and the objectives to provide a range of high-quality residential types with a variety of unit sizes that address the needs of a diverse housing population, support Downtown businesses and promote the use of available public transportation; C. Seller has also determined that the public benefit of this Agreement outweighs any private benefit arising from this Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND COVENANTS

OF SELLER AND BUYER SET FORTH IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, SELLER AND BUYER AGREE AS FOLLOWS:

TERMS AND CONDITIONS

1. DEFINITIONS

1.1 Definitions. The following words, terms and phrases are used in this Agreement with the following meanings, unless the particular context or usage of a word, term or phrase requires another interpretation:

1.1.1 Affiliate. Any other Person, directly or indirectly, Controlling or Controlled by or under common Control with the specified Person.

1.1.2 Agreement. This Real Property Purchase and Sale Agreement and Joint Escrow Instructions(Washington Boulevard and 6th Avenue,APN: 1046-433-25)by and between Seller and Buyer, including all of the attached exhibits. -1-

DRAFT FOR NEGOTIATION PURPOSES ONLY

1.1.3 Approval. Any license, permit, approval, consent, certificate, ruling, variance, authorization, conditional use permit or amendment to any of the foregoing, as shall be necessary or appropriate under any Law to commence, perform or complete any construction on or development of the Property.

1.1.4 Bankruptcy Law. Title 11 of the United States Code or any other or successor State or Federal statute relating to assignment for the benefit of creditors, appointment of a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization or similar matters.

1.1.5 Bankruptcy Proceeding. Any proceeding, whether voluntary or involuntary, under any Bankruptcy Law.

1.1.6 Business Day. Any weekday on which Seller is open to conduct regular municipal functions with Seller personnel.

1.1.7 Buyer. Crestwood Corporation, and any assignee of or successor to the rights, powers or responsibilities of Buyer allowed under this Agreement.

1.1.8 Buyer Official Action. A certification of corporate authority in substantially the form attached to this Agreement as Exhibit "B" signed by all of the members of Buyer.

1.1.9 Buyer Title Policy. A standard CLTA owners' policy of title insurance issued by the Title Company, with coverage in the amount of the Purchase Price, showing title to the Property vested in Buyer, subject only to Permitted Exceptions.

1.1.10 CEQA. The California Environmental Quality Act, Public Resources Code Section 21000, et seq.

1.1.11 CEQA Documents. Any exemption determination, any Negative Declaration (mitigated or otherwise) or any Environmental Impact Report (including any addendum or amendment to, or subsequent or supplemental Environmental Impact Report) required or permitted by any Government, pursuant to CEQA, for Seller to approve or perform this Agreement or issue any Approval.

1.1.12 City. The City of Upland, a California Municipal Corporation.

1.1.13 City Manager. The City Manager of Seller, or his or her designee or successor in function.

1.1.14 Claim. Any claim, loss, cost, damage, expense, liability, lien, action, cause of action (whether in tort, contract, under statute, at law, in equity or otherwise), charge, award, assessment, fine or penalty of any kind(including consultant and expert fees and expenses and investigation costs of whatever kind or nature and,if an Indemnitor improperly fails to provide a defense for an Indemnitee, then Legal Costs of the Indemnitee) and any judgment. -2-

DRAFT FOR NEGOTIATION PURPOSES ONLY

1.1.15 Close of Escrow. The first date on which the Escrow Agent has filed the Seller Deed with the County for recording in the official records of the County.

1.1.16 Control. Possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether by ownership of Equity Interests, by contract or otherwise.

1.1.17 County. The County of San Bernardino.

1.1.18 Default. An Escrow Default, a Monetary Default or a Non-Monetary Default.

1.1.19 Default Interest. Interest at an annual rate equal to the lesser of: (a) eight (8%)per annum; or(b) the Usury Limit.

1.1.20 Deposit or Total Deposit. Both the initial deposit of Five Thousand Dollars($5,000)("Initial Deposit")and,upon issuance by the Buyer of a written notice to approve feasibility, Buyer's deposit of an additional Five Thousand Dollars ($5,000) ("Additional Deposit").

1.1.21 Due Diligence Completion Notice or Approval of Feasibility Notice. A written notice from Buyer delivered to both Seller and Escrow Agent, prior to the end of the Due Diligence Period, indicating Buyer's unconditional acceptance of the condition of the Property as- is or indicating Buyer's rejection of the condition of the Property and refusal to accept a conveyance of title to the Property.

1.1.22 Due Diligence Investigations. Buyer's due diligence investigations of the physical and economic feasibility of the Property for Buyer's intended use of the Property, including investigation of the environmental and geotechnical conditions of the Property, obtaining Approvals for Buyer's intended use of the Property, studying the economic feasibility of Buyer's intended use of the Property, obtaining tenant commitments for Buyer's intended use of the Property, all as deemed appropriate in the reasonable discretion of Buyer and all at the sole cost and expense of Buyer.

1.1.23 Due Diligence Period or Feasibility Period. The time period of Sixty (60) consecutive calendar days commencing on the day immediately following the Effective Date of the Agreement.

1.1.24 Effective Date. Defined in Section 2.

1.1.25 Environmental Claim. Any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements or expenses, including Legal Costs and fees and costs of environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever, directly or indirectly,relating to or arising from any actual or alleged violation of any Environmental Law or any Hazardous Substance Discharge. -3-

DRAFT FOR NEGOTIATION PURPOSES ONLY

1.1.26 Environmental Laws. All Federal, State,local or City laws,rules,orders, regulations, statutes, ordinances, codes, decrees or requirements of any Government in effect on or enacted after the Effective Date, regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance, the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use or pertaining to occupational health or industrial hygiene or occupational or environmental conditions on, under or about the Property, as now or may at any later time be in effect, including the Comprehensive Environmental Response,Compensation and Liability Act of 1980("CERCLA") [42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 ("RCRA") [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act ("FWPCA") [33 USC Section 1251 et seq.];the Toxic Substances Control Act("TSCA") [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act ("HMTA") [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act[30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health& Safety Code Section 24249.5 et seq.]; or the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.]; together with any regulations promulgated under the authorities referenced in this Section 1.1.26.

1.1.27 Equity Interest. All or any part of any equity or ownership interest(s) (whether stock, partnership interest, beneficial interest in a trust, membership interest in a limited liability company, or other interest of an ownership or equity nature) in any entity, at any tier of ownership, that directly owns or holds any ownership or equity interest in a Person.

1.1.28 Escrow. An escrow, as defined in Civil Code Section 1057 and Financial Code Section 17003(a), that is conducted by the Escrow Agent with respect to the sale of the Property from Seller to Buyer pursuant to this Agreement.

1.1.29 Escrow Agent. Fortune Escrow, 302 W. Foothill Blvd., Glendora, California 91741, Attn: Kelly King.

1.1.30 Escrow Closing Date. The earlier of: (a)on or before the fifteenth(15th) Business Day following the Escrow Agent's receipt of written confirmation from both Seller and Buyer of the satisfaction or waiver of all conditions precedent to the Close of Escrow; (b) Twelve (12)months after Approval of Feasibility Notice or when the entitlements are approved and ready to record,whatever is first; or(c)another date mutually agreed upon in writing between the Parties for the Close of Escrow, in the Parties' respective sole and absolute discretion.

1.1.31 Escrow Closing Statement. A statement prepared by the Escrow Agent indicating, among other things, the Escrow Agent's estimate of all funds to be deposited or received by Seller or Buyer, respectively, and all charges to be paid by Seller or Buyer, respectively, through the Escrow.
-4-

DRAFT FOR NEGOTIATION PURPOSES ONLY

1.1.32 Escrow Default. The unexcused failure of a Party to submit any document or funds to the Escrow Agent as reasonably necessary to close the Escrow, pursuant to the terms and conditions of this Agreement.

1.1.33 Escrow Opening Date. The first date on which a copy of this Agreement signed by both Seller and Buyer is deposited with the Escrow Agent, as provided in Section 4.1.

1.1.34 Event of Default. The occurrence of any one or more of the following:
(a) Monetary Default. A Monetary Default that continues for seven(7) calendar days after Notice to the Party in Default, specifying in reasonable detail the amount of money not paid or the bond, surety or insurance not provided; (b) Escrow Default. An Escrow Default that continues for seven (7) calendar days after Notice to the Party in Default, specifying in reasonable detail the document or funds not submitted;
(c) Bankruptcy or Insolvency. Buyer admits in writing that Buyer is unable to pay Buyer's debts as they become due or Buyer becomes subject to any Bankruptcy Proceeding(except an involuntary Bankruptcy Proceeding dismissed within ninety(90)days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of Buyer's assets or Buyer's interest in this Agreement or the Property (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within ninety(90) days);
(d) Transfer. The occurrence of a Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms or conditions of this Agreement; or (e) Non-Monetary Default. Any Non-Monetary Default, other than those specifically addressed in Section 1.1.34(c)or Section 1.1.34(d),that is not cured within thirty (30) days after Notice to the Party in Default describing the Non-Monetary Default in reasonable detail. In the case of such a Non-Monetary Default that cannot with reasonable diligence be cured within thirty (30) days after the effective date of such Notice, an Event of Default shall occur, if the Party in Default does not do all of the following: (a) within thirty (30) days after Notice of such Non-Monetary Default, advise the other Party of the intention of the Party in Default to take all reasonable steps to cure such Non-Monetary Default; (b)duly commence such cure within such thirty (30) day period; and (c) diligently prosecute such cure to completion within a reasonable time under the circumstances.

1.1.35 Federal. The federal government of the United States of America.

1.1.36 Final. Relative to issuance or denial of any Approval, when all administrative appeal periods regarding such Approval have expired, without the valid commencement of any such appeal,or all administrative appeals or challenges validly commenced regarding such Approval have been resolved to Buyer's reasonable satisfaction. -5-

DRAFT FOR NEGOTIATION PURPOSES ONLY

1.1.37 FIRPTA Affidavit. A certification that Seller is not a "foreign person" within the meaning of such term under Section 1445 of the United States Internal Revenue Code.

1.1.38 Form 593. A California Franchise Tax Board Form 593-C.

1.1.39 Government. Any and all courts,boards, agencies, commissions, offices or authorities of any nature whatsoever of any governmental unit(Federal, State, County, district, municipal, City or otherwise) whether now or later in existence.

1.1.40 Hazardous Substance. Any flammable substance,explosive,radioactive material, asbestos, asbestos-containing material, polychlorinated biphenyl, chemical known to cause cancer or reproductive toxicity, pollutant, contaminant, hazardous waste, medical wastes, toxic substance or related material, explosive, petroleum, petroleum product or any "hazardous" or"toxic" material, substance or waste that is defined by those or similar terms or is regulated as such under any Law,including any material, substance or waste that is: (a)defined as a"hazardous substance"under Section 311 of the Water Pollution Control Act(33 U.S.C. § 1317), as amended; (b)designated as"hazardous substances"pursuant to 33 U.S.C. § 1321; (c)defined as a"hazardous waste"under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; (d) defined as a "hazardous substance" or "hazardous waste" under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986,42 U.S.C. § 9601,et seq., or any so-called "superfund" or "superlien" law; (e) defined as a "pollutant" or "contaminant" under 42 U.S.C. § 9601(33); (f) defined as "hazardous waste" under 40 C.F.R. Part 260; (g) defined as a "hazardous chemical" under 29 C.F.R. Part 1910; (h) any matter within the definition of "hazardous substance" set forth in 15 U.S.C. § 1262; (i) any matter, waste or substance regulated under the Toxic Substances Control Act ("TSCA") [15 U.S.C. Sections 2601, et seq.]; (j) any matter,waste or substance regulated under the Hazardous Materials Transportation Act,49 U.S.C.

Sections 1801, et seq.; (k) those substances listed in the United States Depaitinent of Transportation (DOT)Table [49 C.F.R. 172.101]; (1) any matter, waste or substances designated by the EPA,or any successor authority, as a hazardous substance [40 C.F.R. Part 302]; (m)defined as "hazardous waste" in Section 25117 of the California Health and Safety Code; (n) defined as a "hazardous substance" in Section 25316 of the California Health and Safety Code; (o) that is subject to any other Law regulating, relating to or imposing obligations, liability or standards of conduct concerning protection of human health,plant life, animal life, natural resources,property or the enjoyment of life or property free from the presence in the environment of any solid, liquid, gas, odor or any form of energy from whatever source; or (p) that is or becomes regulated or classified as hazardous or toxic under Law or in the regulations adopted pursuant to Law.

1.1.41 Hazardous Substance Discharge. Any deposit, discharge, generation, release or spill of a Hazardous Substance that occurs at, on, under, into or from the Property or during transportation of any Hazardous Substance to or from the Property, or that arises at any time from any construction,installation,use or operation or other activities conducted at,on,under or from the Property, whether or not caused by a Party.

1.1.42 Indemnify. Where this Agreement states that any Indemnitor shall "indemnify" any Indemnitee from, against or for a particular Claim, that the Indemnitor shall -6-

DRAFT FOR NEGOTIATION PURPOSES ONLY
indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against such Claim(alleged or otherwise). "Indemnified" shall have the correlative meaning.

1.1.43 Indemnitee. Any Person entitled to be Indemnified under the terms of this Agreement.

1.1.44 Indemnitor. A Party that agrees to Indemnify any other Person under the terms of this Agreement.

1.1.45 Law. Every law, ordinance, requirement, order, proclamation, directive, rule or regulation of any Government applicable to the Property, in any way, including relating to any development, construction, use, maintenance, taxation, operation, occupancy of or environmental conditions affecting the Property, or relating to any taxes, or otherwise relating to this Agreement or any Party's rights, obligations or remedies under this Agreement, or any Transfer of any of the foregoing, whether in force on the Effective Date or passed, enacted, modified, amended or imposed at some later time, subject in all cases, however, to any applicable waiver, variance or exemption.

1.1.46 Legal Costs. In reference to any Person,all reasonable costs and expenses such Person incurs in any legal proceeding or other matter for which such Person is entitled to be reimbursed for its Legal Costs, including reasonable attorneys' fees, court costs and expenses and consultant and expert witness fees and expenses.

1.1.47 Monetary Default. Any failure by either Party to pay or deposit, when and as this Agreement requires, any amount of money, bond, surety or evidence of any insurance coverage required to be provided under this Agreement, whether to or with a Party or a Third Person.

1.1.48 Non-Monetary Default. The occurrence of any of the following, except to the extent constituting a Monetary Default or an Escrow Default: (a) any failure of a Party to perform any of such Party's obligations under this Agreement; (b) any failure of a Party to comply with any material restriction or prohibition in this Agreement; or (c) any other event or circumstance that, with passage of time or giving of Notice, or both, or neither,would constitute a breach of this Agreement by a Party.

1.1.49 Notice. Any consent, demand, designation, election, notice or request relating to this Agreement, including any Notice of Default. All Notices must be in writing.

1.1.50 Notify. To give a Notice.

1.1.51 Parties. Collectively, Seller and Buyer.

1.1.52 Party. Individually, either Seller or Buyer, as applicable.

1.1.53 Permitted Exception. All of the following: (a) all items shown in the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy that are approved by Buyer pursuant to Section 3.4; (b) any lien for non-delinquent property taxes or assessments; (c) any Laws applicable to the Property; (d) this Agreement; (e) the covenants, -7-

DRAFT FOR NEGOTIATION PURPOSES ONLY
conditions or powers in the Seller Deed; (f) any existing improvements on the Property, if any; (g) any Approval; and (h) any other document or encumbrance expressly required or allowed to be recorded against the Property pursuant to the terms of this Agreement.

1.1.54 Person. Any association, corporation, governmental entity or agency, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization or other entity of any kind.

1.1.55 Preliminary Report. A preliminary report issued by the Title Company in contemplation of the issuance of the Buyer Title Policy, accompanied by the best available copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Buyer Title Policy.

1.1.56 Property. That certain real property specifically described in Exhibit "A" attached to this Agreement.

1.1.57 Purchase Price. Two Hundred and Fifty Thousand Dollars ($250,000).

1.1.58 Seller. City of Upland, a California Municipal Corporation and any assignee of or successor to the rights,powers or responsibilities of City of Upland.

1.1.59 Seller Deed. A deed conveying Seller's interest in the Property from Seller to Buyer, at the Close of Escrow, substantially in the form of Exhibit "C" attached to this Agreement.

1.1.60 Seller Parties. Collectively, Seller, Seller's City Council and Seller's elected officials, employees, agents and attorneys.

1.1.61 State. The State of California.

1.1.62 Third Person. Any Person that is not a Party, an Affiliate of a Party or an elected official, officer, director, manager, shareholder, member, principal, partner, employee or agent of a Party.

1.1.63 Title Company. Fidelity Title Company,4210 Riverwalk Parkway, Suite 200, Riverside CA 92505, Andrew Margo, or such other Person mutually agreed upon in writing by both Seller and Buyer.

1.1.64 Title Notice. A written notice from Buyer to Seller indicating Buyer's acceptance of the state of the title to the Property, as described in the Preliminary Report, or Buyer's disapproval or conditional approval of specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy, describing in suitable detail the actions that Buyer reasonably believes are required to obtain Buyer's unconditional approval of the state of the title to the Property.

1.1.65 Title Notice Response. The written response of Seller to the Title Notice, in which Seller either elects to: (a) cause the removal from the Preliminary Report of any matters disapproved or conditionally approved in the Title Notice; (b) obtain title or other insurance or -8-

DRAFT FOR NEGOTIATION PURPOSES ONLY
endorsement in a form reasonably satisfactory to Buyer insuring against any matters disapproved or conditionally approved in the Title Notice; or(c)not take either action described in clause"(a)" or"(b)" of this Section 1.1.65.

1.1.66 Title Notice Waiver. A written notice from Buyer to Seller waiving Buyer's previous disapproval or conditional approval in the Title Notice of specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy.

1.1.67 Transfer. Regarding any property, right or obligation, any of the following, whether by operation of Law or otherwise, whether voluntary or involuntary and whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); (b) any conversion, exchange,issuance,modification,reallocation, sale or other transfer of any Equity Interest(s) in the owner of such property, right or obligation by the holders of such Equity Interest(s); or (c) any transaction that is in substance equivalent to any of the foregoing. A transaction affecting Equity Interests, as referred to in clauses "(b)"or"(c)"of this Section 1.1.67, shall be deemed a Transfer by Buyer, even though Buyer is not technically the transferor. A "Transfer" shall not, however, include any of the following (provided that the other Party has received Notice of such occurrence) relating to the Property or any Equity Interest: (i) a mere change in form of ownership, with no material change in beneficial ownership, that constitutes a tax-free transaction under, as applicable, Federal income tax law or State real estate transfer tax law; (ii)a conveyance only to member(s)of the immediate family(ies)of the transferor(s)or trusts for their benefit; (iii) a conveyance only to any Person that, as of the Effective Date, holds an Equity Interest in the entity whose Equity Interest is being transferred; or (iv) an assignment of Buyer's rights under this Agreement to any Person in which Crestwood Corporation owns a majority of the Equity Interests and where such Person assumes all obligations of Buyer under this Agreement; or(v)an assignment of Buyer's rights under this Agreement to a single purpose entity ("SPE") owned by Crestwood Corporation and/or its owners,to allow Crestwood Corporation the ability to obtain a construction loan to improve the property, where such SPE assumes all obligations of Buyer under this Agreement .

1.1.68 Unavoidable Delay. A delay in either Party performing any obligation under this Agreement arising from or on account of any cause whatsoever beyond the Party's reasonable control, including strikes, labor troubles or other union activities, casualty, war, acts of terrorism, riots, litigation, governmental action or inaction, regional natural disasters or inability to obtain required materials. Unavoidable Delay shall not include delay caused by a Party's financial condition or insolvency.

1.1.69 Usury Limit. The highest rate of interest, if any, that Law allows under the circumstances.

2. EFFECTIVE DATE. This Agreement shall become effective on the first date on which all of the following have occurred: ("Effective Date"): (a)Seller has received three(3)counterpart originals of this Agreement signed by the authorized representative(s) of Buyer; (b) Seller has -9-

DRAFT FOR NEGOTIATION PURPOSES ONLY
received a certified copy of the Buyer Official Action signed by the authorized representative(s) of Buyer; (c) this Agreement has been approved by Seller's City Council; (d) this Agreement has been signed by the authorized representative(s)of Seller; and(e)one(1)original of this Agreement signed by the authorized representative(s) of Seller has been delivered by Seller to Buyer. Seller shall send Notice of the Effective Date to Buyer within seven(7) days following the occurrence of the Effective Date. Buyer shall sign and return a copy of such Notice to Seller within seven (7) days after receipt of such Notice.

3. PURCHASE AND SALE OF PROPERTY

3.1 Escrow. Seller shall sell the Property to Buyer and Buyer shall purchase the Property from Seller, subject to the Permitted Exceptions and the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to complete the sale of the Property from Seller to Buyer and the purchase of the Property by Buyer from Seller, pursuant to the terms and conditions of this Agreement, Seller and Buyer agree to open the Escrow with the Escrow Agent. The provisions of Section 4 are the joint escrow instructions of the Parties to the Escrow Agent for conducting the Escrow.

3.2 Payment of Purchase Price. Buyer shall purchase the Property from Seller for the Purchase Price, subject to the terms and conditions of this Agreement. Buyer shall pay the Purchase Price, less the Deposit, at the Close of Escrow in immediately available funds.

3.3 Deposit. Buyer shall deliver the Initial Deposit of Five Thousand Dollars ($5,000.00)("Original Deposit")to Escrow Agent not later than Five(5)Business Days following the Escrow Opening Date. The Buyer shall deposit an additional deposit of Five Thousand ($5,000.00) ("Additional Deposit") upon issuance of the Due Diligence Completion Notice or Approval of Feasibility Notice, as defined. Except as provided in Section 5.2, the Deposit shall be fully refundable to Buyer,upon termination of this Agreement during the Due Diligence Period or as a result of the occurrence of an Event of Default by Seller, or upon receipt of a written"Notice to Cancel/Disapproval of Due Diligence". If Buyer does not send their Notice of Approval or the Additional Deposit, they will be deemed to have given a Notice to Cancel/Disapproval of Due Diligence. At the Close of Escrow, the Deposit shall be credited toward the Purchase Price for the benefit of Buyer.

3.4 Buyer's Approval of Title to Property.

3.4.1 Title Notice. Within fifteen (15) days after the Escrow Opening Date, Buyer shall request the Preliminary Report from the Title Company and that the Title Company deliver a copy of such Preliminary Report to Seller. Within thirty (30) days following Buyer's receipt of the Preliminary Report, Buyer shall send the Title Notice to both Seller and Escrow Agent.

3.4.2 Failure to Deliver Title Notice. If Buyer fails to send the Title Notice to Seller and Escrow Agent within the time period provided in Section 3.4.1, Buyer will be deemed to disapprove the status of title to the Property and refuse to accept conveyance of the Property and either Buyer or Seller shall have the right to cancel the Escrow and terminate this Agreement upon ten (10) days' Notice, in their respective sole and absolute discretion. -10-

DRAFT FOR NEGOTIATION PURPOSES ONLY

3.4.3 Title Notice Response. Within thirty(30) days following Seller's receipt of the Title Notice (if any), Seller shall send the Title Notice Response to both Buyer and Escrow Agent. If the Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or Buyer fails to deliver the Title Notice, Seller shall not be required to send the Title Notice Response. If Seller does not send the Title Notice Response, if necessary, within the time period provided in this Section 3.4.3, Seller shall be deemed to elect not to take any action in reference to the Title Notice. If Seller elects in the Title Notice Response to take any action in reference to the Title Notice, Seller shall complete such action, prior to the Escrow Closing Date or as otherwise specified in the Title Notice Response.

3.4.4 Title Notice Waiver. If Seller elects or is deemed to have elected not to address one or more matters set forth in the Title Notice to Buyer's reasonable satisfaction, then within ten (10) days after the earlier of: (a) Buyer's receipt of Seller's Title Notice Response; or (b) the last date for Seller to deliver its Title Notice Response pursuant to Section 3.4.3, Buyer shall either: (i) refuse to accept the title to and conveyance of the Property, or (ii) waive Buyer's disapproval or conditional approval of all such matters set forth in the Title Notice by sending the Title Notice Waiver to both Seller and Escrow Agent. Failure by Buyer to timely send the Title Notice Waiver, where the Title Notice Response or Seller's failure to deliver the Title Notice Response results in Seller's election not to address one or more matters set forth in the Title Notice to Buyer's reasonable satisfaction, will be deemed Buyer's continued refusal to accept the title to and conveyance of the Property, in which case either Buyer or Seller shall have the right, in their respective sole and absolute discretion, to cancel the Escrow and terminate this Agreement upon ten(10) calendar days' Notice to the other Party and Escrow Agent.

3.4.5 Disapproval of Encumbrances Securing Seller Obligations.

Notwithstanding any other provision of this Agreement, Buyer disapproves any and all encumbrances against the Property securing monetary(other than non-delinquent property taxes) obligations of Seller.

3.4.6 No Termination Liability. Any termination of this Agreement or cancellation of the Escrow pursuant to this Section 3.4 shall be without liability to the other Party or any other Person. Termination shall be accomplished by delivery of a Notice of Termination to both the other Party and the Escrow Agent at least ten (10) calendar days prior to the termination date.Following issuance of a Notice of Termination of this Agreement pursuant to a right provided under this Agreement, the Parties and the Escrow Agent shall proceed pursuant to Section 4.13.

Once a Notice of termination is given pursuant to this Section 3.4, delivery of a Title Notice or Title Notice Waiver shall have no force or effect and this Agreement shall terminate in accordance with the Notice of termination.
-11-

DRAFT FOR NEGOTIATION PURPOSES ONLY

3.5 Due Diligence Investigations.

3.5.1 Delivery and Approval of Due Diligence Items. The term"Due Diligence Items" shall collectively refer to all items and documents in Seller's possession reasonably requested by Buyer in order for Buyer to conduct its due diligence, including but not limited to those items, and documents described in this Section 3.5.1 or otherwise relating to the Property, the physical condition, the history and condition of title of the Property, including but not limited to: (i)copies of all relevant materials relating to the construction,operation and physical condition of the Property including without limitation all engineering reports and test reports, (ii) surveys and site plans (including, without limitation, as-built drawings for any improvements and the parcel map for the real property), (iii) all agreements and contracts relating to the Property (collectively, the "Contracts"), and(iv) any environmental audit and report that can be reasonably located and within Seller's possession. Seller shall deliver all Due Diligence Items to Buyer within five business (5) days after the Opening of Escrow; any delay in delivering the Due Diligence Items shall extend the Due Diligence Period by the number of days of such delay. If Buyer does not acquire the Property, all Due Diligence Items delivered by Seller or otherwise obtained by Buyer and relating to the Property shall be returned or delivered to Seller within thirty(30) days following termination of this Agreement.

3.5.2 Time and Expense. Buyer shall complete all Due Diligence Investigations within the Due Diligence Period and shall conduct all Due Diligence Investigations at Buyer's sole cost and expense.

3.5.3 Right to Enter. As of the Effective Date, Seller licenses, permits and authorizes Buyer to enter the Property for the purpose of conducting Due Diligence Investigations.

The license given by Seller in this Section 3.5 to conduct Due Diligence Investigations shall terminate with the termination of this Agreement. Any Due Diligence Investigations by Buyer shall not unreasonably disrupt any then-existing use or occupancy of the Property. Buyer's exercise of the license provided pursuant to this Section 3.5 after expiration of the Due Diligence Period shall not extend the Due Diligence Period. Buyer shall provide seller with written notice 48 hours in advance,providing proof of insurance and restoring the property to its same condition before the Due Diligence Investigation was conducted.

3.5.4 Limitations. Buyer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples for purposes of completing a Phase I Environmental Site Assessment, without Seller's prior written consent as described in Section 3.5.3, above. Buyer shall pay all of Buyer's vendors, inspectors, surveyors, consultants or agents engaged in any inspection or testing of the Property, such that no mechanics liens or similar liens for work performed are imposed upon the Property by any such Person. Following the conduct of any Due Diligence Investigations on the Property, Buyer shall restore the Property to substantially the Property's condition prior to the conduct of such Due Diligence Investigations.

Buyer shall Indemnify Seller against any and all Claims arising from or relating to Buyer's Due Diligence Investigations regarding the Property. Buyer shall provide Seller with evidence of commercial general liability insurance acceptable to Seller prior to the commencement of any Due Diligence Investigations on the Property.
-12-

DRAFT FOR NEGOTIATION PURPOSES ONLY

3.5.5 Due Diligence Completion Notice (Approval of Feasibility Notice).

Buyer shall deliver a Due Diligence Completion Notice or Approval of Feasibility Notice to Seller prior to the end of the Due Diligence Period. If Buyer does not unconditionally accept the condition of the Property by delivery of its Due Diligence Completion Notice indicating such acceptance, prior to the end of the Due Diligence Period, Buyer shall provide a Disapproval of Due Diligence rejecting the condition of the Property and refuse to accept conveyance of title to the Property. If the condition of the Property is rejected or deemed rejected by Buyer, then either Seller or Buyer shall have the right to cancel the Escrow and terminate this Agreement, in their respective sole and absolute discretion, without liability to the other Party or any other Person, by delivery of a Notice of termination to the other Party and Escrow Agent, in which case the Parties and Escrow Agent shall proceed pursuant to Section 4.13.

3.6 "AS-IS" Acquisition. The Close of Escrow shall evidence Buyer's unconditional and irrevocable acceptance of the Property in the Property's AS IS, WHERE IS, SUBJECT TO ALL FAULTS CONDITION, AS OF THE CLOSE OF ESCROW, WITHOUT WARRANTY as to character,quality,performance,condition,title,physical condition,soil conditions,the presence or absence of fill, shoring or bluff stability or support, subsurface support, zoning, land use restrictions, the availability or location of utilities or services, the location of any public infrastructure on or off of the Property (active, inactive or abandoned), the suitability of the Property for Buyer's intended use or any other use or the existence or absence of Hazardous Substances affecting the Property and with full knowledge of the physical condition of the Property, the nature of Seller's interest in and use of the Property, all laws applicable to the Property and any and all conditions, covenants, restrictions, encumbrances and all matters of record relating to the Property. The Close of Escrow shall further constitute Buyer's representation and warranty to Seller that: (a) Buyer has had ample opportunity to inspect and evaluate the Property and the feasibility of the uses and activities Buyer is entitled to conduct on the Property; (b) Buyer is experienced in real estate development; (c) Buyer is relying entirely on Buyer's experience, expertise and Buyer's own inspection of the Property in the Property's current state in proceeding with acquisition of the Property; (d) Buyer accepts the Property in the Property's present condition; (e)to the extent that Buyer's own expertise with respect to any matter regarding the Property is insufficient to enable Buyer to reach an informed conclusion regarding such matter, Buyer has engaged the services of Persons qualified to advise Buyer with respect to such matters; (f) Buyer has received assurances acceptable to Buyer by means independent of Seller or Seller's agents of the truth of all facts material to Buyer's acquisition of the Property; (g) the Property is being acquired by Buyer as a result of Buyer's own knowledge, inspection and investigation of the Property and not as a result of any representation made by Seller or Seller's agents relating to the condition of the Property,unless such statement or representation is expressly and specifically set forth in this Agreement; and (h) Buyer understands that Seller is making no representation, guarantee, or other assurance that the City will approve any entitlements, easement rights, or other discretionary approvals in connection with the Property. Seller understands that it must proceed in the ordinary manner required by state and local law, and is subject to standard City approval processes, in connection with any such entitlements, easement rights, or discretionary approvals.

Seller hereby expressly and specifically disclaims any express or implied warranties regarding the Property.

3.7 Seller Covenants Regarding Maintenance of the Property. Seller covenants and agrees with the Buyer that between the Effective Date and the date of the Close of Escrow:
-13-

DRAFT FOR NEGOTIATION PURPOSES ONLY

3.7.1 No Changes to Agreements. Seller shall not modify or amend any lease or any service contract or other agreement respecting the Property, or enter into any new lease or contract respecting the Property, without the Buyer's prior written approval;

3.7.2 Normal Maintenance. Seller shall maintain the Property in accordance with the same standards Seller has customarily observed in its ownership and management of the Property;

3.7.3 Maintenance of Insurance. Seller shall maintain in force all insurance policies (if any) currently maintained by Seller with respect to the Property; and

3.7.4 No Title Exceptions. Seller shall not cause, permit, allow or suffer any additional exception to the title of the Property.

3.8 Land Use Approvals. Seller, as owner of the Property, will reasonably cooperate with Buyer regarding Applications or Approvals made by Buyer and required for Buyer's intended use and development of the Property, such as signing development applications that are consistent with the land use and zoning designations for the Property in effect on the Effective Date, as the Property owner. Nothing in the immediately preceding sentence, nor the approval of this Agreement by Seller shall be binding on Seller, Seller's City Council or any other commission, committee,board or body of Seller regarding any Approvals required from such bodies regarding Buyer's use or development of the Property. Nothing in this Agreement,nor any action by Seller with reference to this Agreement or any related documents is intended to be nor shall be deemed to constitute issuance or waiver of any required Seller Approval regarding the Property or waiver or exercise of any legislative discretion of Seller regarding any Application, Approval or other matter relating to Buyer's intended use or development of the Property.

3.9 Seller Representations and Warranties.

3.9.1 Defaults. Seller represents and warrants that the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not result in any breach of the terms of,conditions of,or constitute a default under,any instrument or obligation by which Seller is bound, or violate any order, writ, injunction or decree of any court in any litigation to which Seller is a party.

3.9.2 Survival. All the representations and warranties of Seller set forth in this Section 3.9 shall be based upon the actual knowledge of the Seller and its agents as of the Effective Date, and are true upon the Effective Date and shall be deemed to be repeated at and as of Close of Escrow and shall survive Close of Escrow for a time period of one (1) year.

3.9.3 Condemnation. Seller has not received written notice of, and is not aware of, any condemnation, eminent domain or similar action with respect to the Property.

3.9.4 Violations. Seller has not received written notice of, and is not aware of, any violations or alleged violations of (1) any local, State or Federal law, statute, rules or regulations relating to the Property,nor(2)any covenant, conditions,restriction or other document encumbering the Property.
-14-

DRAFT FOR NEGOTIATION PURPOSES ONLY

3.9.5 Agreements. Except as disclosed in the Preliminary Report or disclosed or provided for in this Agreement, Seller has not entered into, and Seller is not aware of, any agreements that will be binding against the Property after the Close of Escrow.

4. JOINT ESCROW INSTRUCTIONS

4.1 Opening of Escrow; Escrow Instructions. The purchase and sale of the Property shall take place through the Escrow to be administered by Escrow Agent. Buyer shall cause the Escrow to be opened within five(5)days following Buyer's receipt of Notice of the occurrence of the Effective Date. Escrow Agent shall promptly confirm the Escrow Opening Date in writing to each of the Parties.

4.2 Escrow Instructions. This Section 4 constitutes the joint escrow instructions of the Parties to Escrow Agent for conduct of the Escrow for the purchase and sale of the Property, as contemplated by this Agreement. Buyer and Seller shall sign such further escrow instructions consistent with the provisions of this Agreement as may be reasonably requested by Escrow Agent.

In the event of any conflict between the provisions of this Agreement and any further escrow instructions requested by Escrow Agent, the provisions of this Agreement shall control.

4.3 Escrow Agent Authority. Seller and Buyer authorize Escrow Agent to:

4.3.1 Charges. Pay and charge Seller and Buyer for their respective shares of the applicable fees, taxes, charges and costs payable by either Seller or Buyer regarding the Escrow;

4.3.2 Settlement/Closing Statements. Release each Party's Escrow Closing Statement to the other Party;

4.3.3 Document Recording. File any documents delivered for recording through the Escrow with the office of the Recorder of the County for recordation in the official records of the County,pursuant to the joint instructions of the Parties; and

4.3.4 Counterpart Documents. Utilize documents signed by Seller or Buyer in counterparts,including attaching separate signature pages to one original of the same document.

4.4 Buyer's Conditions Precedent to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Buyer, Buyer's obligation to purchase the Property from Seller on the Escrow Closing Date shall be conditioned upon the satisfaction or waiver (waivers must be in writing and signed by Buyer) of each of the following conditions precedent to such purchase on or before the Escrow Closing Date:

4.4.1 Title Policy. Title Company is committed to issue the Buyer Title Policy to Buyer upon payment of Title Company's premium for such policy;

4.4.2 Due Diligence. Buyer timely delivers its Due Diligence Completion Notice to Seller stating Buyer's unconditional acceptance of the condition of the Property, in accordance with Section 3.5.
-15-

DRAFT FOR NEGOTIATION PURPOSES ONLY

4.4.3 CEQA Documents. Adoption, approval or certification of the CEQA Documents by each applicable Government;

4.4.4 Entitlements. All Entitlements, defined as discretionary land use approvals required to be issued by the City or another agency for or related to Buyer's development and intended use of the Property, have been finally approved on terms and conditions acceptable to Buyer, as evidenced by Buyer notifying Escrow Holder and Seller within thirty(30) days of the same having been finally approved.

4.4.5 Seller Escrow Deposits. Seller deposits all of the items into Escrow required by Section 4.8;

4.4.6 Settlement/Closing Statement. Buyer reasonably approves Buyer's Escrow Closing Statement; and

4.4.7 Seller Pre-Closing Obligations. Seller performs all of the material obligations required to be performed by Seller pursuant to this Agreement prior to the Close of Escrow.

4.5 Seller's Conditions Precedent to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Seller, Seller's obligation to sell the Property to Buyer on the Escrow Closing Date shall be conditioned upon the satisfaction or waiver (waivers must be in writing and signed by Seller) of each of the following conditions precedent to such sale on or before the Escrow Closing Date:

4.5.1 Title. Buyer accepts the state of the title of the Property, in accordance with Section 3.4.

4.5.2 Due Diligence. Buyer timely delivers its Due Diligence Completion Notice to Seller stating Buyer's unconditional acceptance of the condition of the Property, in accordance with Section 3.5.

4.5.3 CEQA Documents. Adoption, approval or certification of the CEQA Documents by each applicable Government;

4.5.4 Buyer Escrow Deposits. Buyer deposits all of the items into Escrow required by Section 4.7;

4.5.5 Settlement/Closing Statement. Seller reasonably approves Seller's Escrow Closing Statement; and

4.5.6 Buyer Pre-Closing Obligations. Buyer performs all of the material obligations required to be performed by Buyer pursuant to this Agreement prior to Close of Escrow.

4.6 Failure of Conditions Not Default. Seller's failure to satisfy any of the conditions set forth in Section 4.5 shall not constitute an Escrow Default (or any other type of Default or Event of Default)by Seller under this Agreement, unless Seller fails to exercise reasonable efforts -16-

DRAFT FOR NEGOTIATION PURPOSES ONLY
to satisfy the conditions (which reasonable efforts shall not include litigation or other dispute resolution process); provided, however, Seller retains its sole and absolute discretion with respect to any legislative act or approval.

4.7 Buyer's Escrow Deposits. Buyer shall deposit the following items into Escrow and, concurrently, provide a copy of each document submitted into Escrow to Seller, at least one (1) business day prior to the Escrow Closing Date:

4.7.1 Closing Funds. All monetary amounts required to be deposited into Escrow by Buyer under the terms of this Agreement to close the Escrow, all in immediately available funds;

4.7.2 Seller Deed Certificate of Acceptance. The Certificate of Acceptance attached to the Seller Deed signed by the authorized representative(s)of Buyer in recordable form;

4.7.3 Escrow Closing Statement. The Buyer's Escrow Closing Statement signed by the authorized representative(s) of Buyer;

4.7.4 Other Reasonable Items. Any other money or documents required to be delivered by Buyer under the terms of this Agreement or as otherwise reasonably requested by Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that have not previously been delivered by Buyer.

4.8 Seller's Escrow Deposits. Seller shall deposit the following items into Escrow and, concurrently,provide a copy of each document(excluding the Seller Deed) deposited into Escrow to Buyer, at least one (1)business day prior to the Escrow Closing Date:

4.8.1 Seller Deed. The Seller Deed signed by the authorized representative(s) of Seller in recordable form;

4.8.2 Escrow Closing Statement. Seller's Escrow Closing Statement signed by the authorized representative(s) of Seller;

4.8.3 FIRPTA Affidavit. A FIRPTA affidavit signed by the authorized representative(s) of Seller, in the form used by the Escrow Agent;

4.8.4 Form 593. A Form 593 signed by the authorized representative(s) of Seller; and

4.8.5 Other Reasonable Items. Any other money or documents required to be delivered by Seller under the terms of this Agreement or as otherwise reasonably requested by Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that have not been previously delivered by Seller.

4.9 Closing Procedure. Upon Escrow Agent's receipt of written confirmation from both Buyer and Seller that each of their respective conditions precedent to the Close of Escrow are satisfied or waived, Escrow Agent shall close the Escrow by doing all of the following:
-17-

DRAFT FOR NEGOTIATION PURPOSES ONLY

4.9.1 Recording and Distribution of Documents. Escrow Agent shall cause the following documents to be filed with the Recorder of the County for recording in the official records of the County regarding the Property in the following order of priority at Close of Escrow:
(a) the Seller Deed; and (b) any other documents to be recorded regarding the Property through the Escrow upon the joint instructions of the Parties. At Close of Escrow, Escrow Agent shall deliver conformed copies of all documents filed with the Recorder of the County for recording in the official records of the County through the Escrow to Seller, Buyer and any other Person designated in the written joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each conformed copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 4.9.1 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of senior interests prior to junior interests, in the order provided in this Section 4.9.1;

4.9.2 Funds. Distribute all funds held by the Escrow Agent pursuant to the Escrow Closing Statements approved in writing by Seller and Buyer.

4.9.3 FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service;

4.9.4 Form 593. File the Form 593 with the California Franchise Tax Board; and

4.9.5 Title Policy. Obtain from the Title Company and deliver to Buyer the Buyer Title Policy issued by the Title Company.

4.10 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint written instruction to Escrow Agent. The City Manager is authorized to agree to one or more extensions of the Escrow Closing Date on behalf of Seller up to a maximum time period extension of six (6) months in the aggregate, in the City Manager's sole and absolute discretion. If for any reason (other than a Default or Event of Default by such Party) the Close of Escrow has not occurred on or before the Escrow Closing Date, then any Party not then in Default under this Agreement may cancel the Escrow and terminate this Agreement, without liability to the other Party or any other Person for such cancellation and termination,by delivering Notice of termination to both the other Party and Escrow Agent. Following any such Notice of termination of this Agreement and cancellation of the Escrow, the Parties and Escrow Agent shall proceed pursuant to Section 4.13.

Without limiting the right of either Party to cancel the Escrow and terminate this Agreement, pursuant to this Section 4.10, if the Escrow does not close on or before the Escrow Closing Date and neither Party has exercised its contractual right to cancel the Escrow and terminate this Agreement under this Section 4.10 before the first date on which Escrow Agent Notifies both Parties that Escrow is in a position to close in accordance with the terms and conditions of this Agreement, then the Escrow shall close as soon as reasonably possible following the first date on which Escrow Agent Notifies both Parties that Escrow is in a position to close in accordance with the terms and conditions of this Agreement.
-18-

DRAFT FOR NEGOTIATION PURPOSES ONLY

4.11 Escrow Costs. Escrow Agent shall Notify Buyer and Seller of the costs to be borne by each of them at the Close of Escrow by delivering an Escrow Closing Statement to both Seller and Buyer at least four (4) Business Days prior to the Escrow Closing Date. Seller shall pay all documentary transfer taxes owed to the County, and one-half of Escrow Agent's charges for conducting the Escrow. Buyer shall pay all recording fees, one-half of Escrow Agent's charges for conducting the Escrow, and the costs of any endorsements to the coverage of the Buyer Title Policy requested by Buyer. Current, non-delinquent real estate property taxes and assessments shall be prorated between Buyer and Seller as of the date of closing. All other charges, fees and taxes levied by each and every Government relative to the conveyance of the Property through the Escrow shall be paid by the applicable Party, as customary in the County.

4.12 Escrow Cancellation Charges. If the Escrow fails to close due to Seller's Default under this Agreement, Seller shall pay all ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any. If the Escrow fails to close due to Buyer's Default under this Agreement, Buyer shall pay all ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any. If the Escrow fails to close for any reason other than the Default of either Buyer or Seller, Buyer and Seller shall each pay one-half (1/2) of any ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any.

4.13 Escrow Cancellation. If this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement(other than due to an Event of Default by the other Party), the Parties shall do all of the following:

4.13.1 Cancellation Instructions. The Parties shall, within seven (7) Business Days following Escrow Agent's written request, sign any reasonable Escrow cancellation instructions requested by Escrow Agent;

4.13.2 Return of Funds and Documents. Within seven (7) Business Days following receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from Escrow Agent (if any) or within seven (7) Business days following Notice of termination, whichever is earlier: (a) Buyer or Escrow Agent shall return to Seller all documents previously delivered by Seller to Buyer or Escrow Agent, respectively, regarding the Escrow; (b) Seller or Escrow Agent shall return to Buyer all documents previously delivered by Buyer to Seller or Escrow Agent, respectively, regarding the Escrow; (c) Escrow Agent shall, unless otherwise provided in this Agreement, return to Buyer all funds deposited in Escrow by Buyer, less Buyer's share of customary and reasonable Escrow and title order cancellation charges (if any) in accordance with Section 4.12; and (d) Escrow Agent shall, unless otherwise provided in this Agreement, return to Seller all funds deposited in Escrow by Seller, less Seller's share of customary and reasonable Escrow and title order cancellation charges (if any) in accordance with Section 4.12.

4.14 Report to IRS. After the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service under applicable Federal law, if such report is required pursuant to Internal Revenue Code Section 6045(e), Escrow Agent shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service -19-

DRAFT FOR NEGOTIATION PURPOSES ONLY
on Form 1099-B, W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e). Concurrently with the filing of such reporting form with Internal Revenue Service, Escrow Agent shall deliver a copy of the filed form to both Seller and Buyer.

4.15 Condemnation. If any portion of the Property or any interest in any portion of the Property becomes the subject of any eminent domain proceeding prior to Close of Escrow, including the filing of any notice of intended condemnation or proceedings in the nature of eminent domain, Seller shall give Buyer Notice of such occurrence and Buyer shall have the option, exercisable within ten (10) Business Days after receipt of such Notice from Seller, to either: (a) cancel the Escrow and terminate this Agreement, in which case the Parties and the Escrow Agent shall proceed in accordance with Section 4.13, or (b) continue with this Agreement in accordance with its terms, in which event Seller shall assign to Buyer, at the Close of Escrow, any right of Seller to receive any condemnation award attributable to the Property acquired by Buyer pursuant to this Agreement.

5. REMEDIES

5.1 BUYER'S RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW.

5.1.1 ELECTION OF REMEDIES. DURING THE CONTINUANCE OF

AN EVENT OF DEFAULT BY SELLER UNDER THIS AGREEMENT, BUYER SHALL BE LIMITED TO EITHER OF THE FOLLOWING REMEDIES: (1) AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT; OR(2) TERMINATION

OF THIS AGREEMENT AND AN ACTION TO RECOVER UP TO A MAXIMUM AMOUNT OF FIVE THOUSAND DOLLARS ($5,000) OF AMOUNTS ACTUALLY PAID BY BUYER

PRIOR TO THE DATE OF SUCH EVENT OF DEFAULT TO THIRD PERSONS DIRECTLY

RELATED TO CONDUCTING DUE DILIGENCE INVESTIGATIONS REGARDING THE

PROPERTY, BUT EXCLUSIVE OF AMOUNTS PAID OR ALLOCATED DIRECTLY OR

INDIRECTLY TO INTERNAL COSTS OF BUYER OR BUYER'S EMPLOYEES,MEMBERS,

SHAREHOLDERS, PARTNERS, AFFILIATES OR EMPLOYEES OR AGENTS OF ANY OF THEM. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER UNDER

THIS AGREEMENT FOR ANY AMOUNT EXCEEDING THE AMOUNT SET FORTH IN CLAUSE "(2)" OF THIS SECTION 5.1.1, ANY SPECULATIVE, CONSEQUENTIAL,

COLLATERAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR FOR ANY LOSS OF PROFITS SUFFERED OR CLAIMED TO HAVE BEEN SUFFERED BY BUYER.

5.1.2 WAIVER OF RIGHTS. SELLER AND BUYER EACH

ACKNOWLEDGE AND AGREE THAT SELLER WOULD NOT HAVE ENTERED INTO

THIS AGREEMENT,IF SELLER WERE TO BE LIABLE TO BUYER FOR ANY MONETARY

DAMAGES, MONETARY RECOVERY OR ANY REMEDY DURING THE CONTINUANCE

OF AN EVENT OF DEFAULT UNDER THIS AGREEMENT BY SELLER, OTHER THAN

SPECIFIC PERFORMANCE OF THIS AGREEMENT OR TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE AMOUNT SPECIFIED IN CLAUSE "(2)" OF SECTION 5.1.1. ACCORDINGLY, SELLER AND BUYER AGREE THAT THE REMEDIES SPECIFICALLY PROVIDED FOR IN SECTION 5.1.1 ARE REASONABLE AND SHALL BE -20-

DRAFT FOR NEGOTIATION PURPOSES ONLY

BUYER'S SOLE AND EXCLUSIVE RIGHTS AND REMEDIES DURING THE CONTINUANCE OF AN EVENT OF DEFAULT UNDER THIS AGREEMENT BY SELLER.

BUYER WAIVES ANY RIGHT TO PURSUE ANY REMEDY OR DAMAGES AGAINST

SELLER ARISING FROM OR RELATING TO THIS AGREEMENT OTHER THAN THOSE SPECIFICALLY PROVIDED IN SECTION 5.1.1.

5.1.3 STATE CIVIL CODE SECTION 1542 WAIVER. BUYER ACKNOWLEDGES THE PROTECTIONS OF STATE CIVIL CODE SECTION 1542 REGARDING THE WAIVERS AND RELEASES CONTAINED IN THIS SECTION 5.1, WHICH CIVIL CODE SECTION READS AS FOLLOWS:

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.

5.1.4 ACKNOWLEDGMENT. BY INITIALING BELOW, BUYER

KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF STATE CIVIL CODE SECTION 1542 AND ALL OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER

STATE OR FEDERAL) OF SIMILAR EFFECT SOLELY REGARDING THE WAIVERS AND RELEASES CONTAINED IN THIS SECTION 5.1. BUYER FURTHER WAIVES THE RIGHT

TO RECORD A NOTICE OF PENDENCY OF ACTION AGAINST ALL OR ANY PORTION

OF THE PROPERTY EXCEPT BUYER MAY RECORD SUCH A NOTICE IN CONNECTION

WITH ANY SUIT FOR SPECIFIC PERFORMANCE PERMITTED HEREUNDER IN THE

EVENT PURCHASER ELECTS NOT TO WAIVE ITS RIGHT TO SEEK SPECIFIC PERFORMANCE UNDER SECTION 5.1.1.

Initials of Authorized
Buyer Representative(s)

5.1.5 STATEMENT OF INTENT. STATE CIVIL CODE SECTION 1542

NOTWITHSTANDING, IT IS THE INTENTION OF BUYER TO BE BOUND BY THE LIMITATIONS ON DAMAGES AND REMEDIES SET FORTH IN THIS SECTION 5.1, AND

BUYER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST SELLER FOR

MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR EQUITABLE

RELIEF RELATED TO ANY EVENT OF DEFAULT UNDER THIS AGREEMENT BY SELLER, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 5.1, WHETHER OR

NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO BUYER AS OF THE EFFECTIVE DATE.

5.2 LIQUIDATED DAMAGES TO SELLER. IF THE CLOSE OF ESCROW DOES

NOT OCCUR DUE TO BUYER'S DEFAULT, THEN SELLER SHALL RETAIN THE DEPOSIT, AS LIQUIDATED DAMAGES. THE AMOUNT OF THE DEPOSIT IS THE -21-

DRAFT FOR NEGOTIATION PURPOSES ONLY

REASONABLE ESTIMATE BY THE PARTIES OF THE DAMAGES SELLER WOULD

SUFFER FROM SUCH DEFAULT, IT BEING AGREED THAT IT IS EXTREMELY

DIFFICULT, IF NOT IMPOSSIBLE AND IMPRACTICABLE, TO FIX THE EXACT

AMOUNT OF DAMAGE THAT WOULD BE INCURRED BY SELLER AS A RESULT OF SUCH DEFAULT BY BUYER. UPON SUCH A DEFAULT BY BUYER, ESCROW SHALL

BE CANCELED AND THE PARTIES SHALL PROCEED IN ACCORDANCE WITH SECTION 4.13. IN ADDITION, IF ALL OR ANY PORTION OF THE DEPOSIT HAS BEEN

DEPOSITED INTO ESCROW BY BUYER, ESCROW AGENT IS HEREBY IRREVOCABLY

INSTRUCTED BY BUYER AND SELLER TO DISBURSE THE DEPOSIT TO SELLER AS

LIQUIDATED DAMAGES FOR BUYER'S DEFAULT UNDER THIS AGREEMENT AND

FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, ET. SEQ.

Initials of Authorized Initials of Authorized
Buyer Representative(s) Seller Representative(s)

5.3 Legal Actions. Either Party may institute legal action,at law or in equity,to enforce or interpret the rights or obligations of the Parties under this Agreement or recover damages, subject to the provisions of Section 5.1 or Section 5.2, as applicable.

5.4 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies for the same Default or the same rights or remedies for any other Default by the other Party.

6. GENERAL PROVISIONS

6.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference.

6.2 Buyer Indemnification of Seller. In addition to any other specific indemnification or defense obligations of the Buyer set forth in this Agreement, the Buyer agrees to indemnify, defend (upon written request of Seller and with counsel reasonably acceptable to Seller) and hold harmless the Seller and its agents, attorneys, officers, employees and authorized representatives ("Indemnified Parties") from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses, including, but not limited to reasonable attorney's fees of counsel retained by the Indemnified Parties, expert fees, costs of staff time, and investigation costs,of whatever kind or nature,that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of the Buyer or the Buyer's officers, agents, employees, independent contractors or subcontractors of any tier,relating in any manner to this Agreement, any work to be performed by the Buyer related to this Agreement, the Property, or any authority or obligation exercised or undertaken by the Buyer under this Agreement. Without limiting the generality of the foregoing,the Buyer's obligation to indemnify the Indemnified Parties shall include injury or death to any person or persons, damage to any property, regardless of where located, including the -22-

DRAFT FOR NEGOTIATION PURPOSES ONLY
property of the Indemnified Parties,any workers' compensation or prevailing wage determination, claim or suit or any other matter arising from or connected with any goods or materials provided or services or labor performed regarding the Property on behalf of the Buyer by any person or entity.

6.3 Tax Deferred Exchange. Either Buyer or Seller shall cooperate with the other in effectuating disposition of the Property pursuant to a tax deferred exchange. The exchanging Party shall indemnify and hold the non-exchanging Party harmless from any liability, damage and additional cost,expense or claim regarding any such exchange. Further,the non-exchanging Party shall not be required to act as a purchaser or seller of any property other than the Property, consistent with the terms and conditions of this Agreement. Notwithstanding any provision of this Agreement to the contrary, including this Section 6.3, any exchange described in this Section 6.3 shall not delay the Close of Escrow for any reason.

6.4 Notices, Demands and Communications Between the Parties.

6.4.1 Delivery. Any and all Notices submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and sent by messenger for immediate personal delivery, nationally recognized overnight (one Business Day) delivery service(i.e.,United Parcel Service,Federal Express,etc.)or by registered or certified United States mail,postage prepaid, return receipt requested, to the address of the recipient Party, as designated in Section 6.4.2. Notices may be sent in the same manner to such other addresses as either Party may from time to time designate by Notice in accordance with this Section 6.4. Notice shall be deemed received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that the Notice is sent by messenger for immediate personal delivery, one Business Day after delivery to a nationally recognized overnight delivery service or three (3) calendar days after the Notice is placed in the United States mail in accordance with this Section 6.4. Any attorney representing a Party may give any Notice on behalf of such Party.

6.4.2 Addresses. The Notice addresses for the Parties, as of the Effective Date, are as follows:

To Buyer: Crestwood Corporation
510 West Citrus Edge Street
Glendora, CA 91740
Attention: Terry Kent
(626) 914-1943, ext. 226
With a Copy to:
-23-

DRAFT FOR NEGOTIATION PURPOSES ONLY
To Seller: City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attention: City Manager
(909) 931-4100
With Copy to: Best Best Krieger, LLP
300 S. Grand Avenue, Floor 25
Los Angeles, CA 90071
Attention: Isaac Rosen
(213) 787-2564

6.5 Relationship of Parties. The Parties each intend and agree that Seller and Buyer are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture or similar business arrangement, relationship or association between them.

6.6 Warranty Against Payment of Consideration for Agreement. Buyer represents and warrants to Seller that: (a) Buyer has not employed or retained any Person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees of Buyer and Third Persons to whom fees are paid for professional services related to this Agreement; and (b) no gratuities, in the form of entertainment, gifts or otherwise have been or will be given by Buyer or any of Buyer's agents, employees or representatives to any elected or appointed official or employee of Seller in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 6 shall entitle Seller to terminate this Agreement and cancel Escrow (if open) upon seven (7) calendar days' Notice to Buyer and, if the Escrow is open, to Escrow Agent. Upon any such termination of this Agreement, Buyer shall immediately refund any payments made to or on behalf of Buyer by Seller pursuant to this Agreement or otherwise related to the Property, any Approval, any CEQA Document or otherwise, prior to the date of such termination.

6.7 Non-liability of Seller Officials and Employees. No elected official or employee of Seller shall be personally liable to Buyer, or any successor in interest to Buyer, in the event of any Default by Seller under this Agreement or for any amount that may become due to Buyer or to Buyer's successor, or on any obligations under the terms of this Agreement, except to the extent resulting from the negligence or willful misconduct of such elected official or employee.

6.8 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to Business Days in this Agreement shall mean consecutive Business Days.

6.9 Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any part of this Agreement. The Parties have both participated substantially in the negotiation, drafting and revision of this Agreement, with advice from legal and other counsel and advisers of their own selection. A word, term or phrase defined -24-

DRAFT FOR NEGOTIATION PURPOSES ONLY
in the singular in this Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which shall govern all language in this Agreement. The words"include"and"including"in this Agreement shall be construed to be followed by the words:
"without limitation." Each collective noun in this Agreement shall be interpreted as if followed by the words "(or any part of it)," except where the context clearly requires otherwise. Every reference to a document, including this Agreement, refers to such document, as modified from time to time (excepting any modification that violates this Agreement), and includes all exhibits, schedules, addenda and riders to such document. Every reference to a law, statute, regulation, order, form or similar governmental requirement refers to each such requirement as amended, modified, renumbered, superseded or succeeded, from time to time.

6.10 Governing Law. The procedural and substantive laws of the State shall govern the interpretation and enforcement of this Agreement, without application of conflicts of laws, principles, or statutes. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the County. All legal actions arising from this Agreement shall be filed in the Superior Court of the State in and for the County or in the United States District Court with jurisdiction in the County.

6.11 Unavoidable Delay; Extension of Time of Performance.

6.11.1 Notice. Performance by either Party under this Agreement shall not be deemed or considered to be in Default, where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (a) within twenty (20) days after such Party knows of any such Unavoidable Delay; and (b) within twenty (20) days after such Unavoidable Delay ceases to exist. The extension of time for performance under this Agreement resulting from the occurrence of an Unavoidable Delay shall commence on the date of occurrence of the condition causing the Unavoidable Delay. Notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The Party claiming an extension of time to perform due to an Unavoidable Delay shall exercise reasonable efforts to cure the condition causing the Unavoidable Delay, within a reasonable time.

6.11.2 Assumption of Economic Risks. EACH PARTY EXPRESSLY

AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, OF EITHER PARTY

SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET

CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF

EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS

AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF

EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS AGREEMENT TO THE

CONTRARY NOTWITHSTANDING, THE PARTIES EXPRESSLY ASSUME THE RISK OF

UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES OR MARKET

DEMAND OR CONDITIONS AND WAIVE, TO THE GREATEST EXTENT ALLOWED BY

LAW, ANY DEFENSE, CLAIM, OR CAUSE OF ACTION BASED IN WHOLE OR IN PART

ON ECONOMIC NECESSITY, IMPRACTICABILITY, CHANGED ECONOMIC CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR SIMILAR THEORIES. THE

PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, EITHER OF

THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN -25-

DRAFT FOR NEGOTIATION PURPOSES ONLY

MARKET CONDITIONS OR DEMANDS, SHALL NOT OPERATE TO EXCUSE OR DELAY

THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE OBLIGATIONS, COVENANTS, CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT. THE

PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE ECONOMIC OR

MARKET CHANGES, WHETHER OR NOT FORESEEABLE AS OF THE EFFECTIVE DATE.

Initials of Authorized Initials of Authorized
Seller Representative(s) Buyer Representative(s)

6.12 Tax Consequences. Buyer acknowledges and agrees that Buyer shall bear any and all responsibility, liability, costs or expenses connected in any way with any tax consequences experienced by Buyer related to this Agreement.

6.13 Real Estate Commissions. Each Party: (a) represents and warrants that the Party did not engage or deal with any broker or finder in connection with this Agreement and no Person is entitled to any commission or finder's fee regarding this Agreement on account of any agreement or arrangement made by such Party; and(b) shall Indemnify the other Party against any breach of the representation and warranty set forth in clause "(a)" of this Section 6.13.

6.14 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 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 or give any Third Person any right of subrogation or action over or against any Party.

6.15 Buyer Assumption of Risks of Legal Challenges. Buyer assumes the risk of delays or damages that may result to Buyer from each and every Third Person legal action related to Seller's approval of this Agreement or any associated Approvals, even in the event that an error, omission or abuse of discretion by Seller is determined to have occurred. If a Third Person files a legal action regarding Seller's approval of this Agreement or any associated Approval,prior to the Close of Escrow, either Seller or Buyer shall have the right to cancel the Escrow and terminate this Agreement, without liability to the other Party or any other Person, in which case the Parties and the Escrow Agent shall proceed in accordance with Section 4.13. However, neither Buyer nor Seller may cancel the Escrow and terminate this Agreement without liability if a court of competent jurisdiction determines that each material assertion made by a Third Person in a legal action regarding this Agreement or an associated Approval was not made in good faith or was frivolous; cancellation of escrow or termination of the Agreement under that circumstance shall constitute an Event of Non-Monetary Default under this Agreement. Nothing contained in this Section 6.15 is intended to be nor shall be deemed or construed to be an express or implied admission that Seller may be liable to Buyer or any other Person for damages or other relief regarding any alleged or established failure of Seller to comply with any law. Subject to the right of either Party to cancel the Escrow and terminate this Agreement previously provided in this Section 6.15, any legal action that is subject to this Section 6.15 (including any appeal periods and the pendency of any appeals) shall constitute an Unavoidable Delay and the time periods for performance by either Party under this Agreement may be extended pursuant to the provisions of this Agreement regarding Unavoidable Delay.
-26-

DRAFT FOR NEGOTIATION PURPOSES ONLY

6.16 Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.

6.17 Time Declared to be of the Essence. As to the performance of any obligation under this Agreement of which time is a component, the performance of such obligation within the time specified is of the essence.

6.18 Entire Agreement. This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property.

6.19 Waivers and Amendments. All waivers of the provisions of this Agreement must be in writing and signed by the authorized representative(s) of the Party making the waiver. All amendments to this Agreement must be in writing and signed by the authorized representative(s) of both Seller and Buyer.

6.20 Prohibition Against Changes in Ownership, Management or Control of Buyer or Assignment Prior to Close of Escrow. Buyer acknowledges and agrees that the qualifications and identity of Buyer are of particular importance and concern to Seller. Buyer further acknowledges and agrees that Seller has relied and is relying on the specific qualifications and identity of Buyer in entering into this Agreement and Seller would not have entered into this Agreement,but for the specific qualifications and identity of Buyer. As a consequence, Transfers by Buyer prior to the Close of Escrow are only permitted with the prior written consent of Seller. Buyer represents and warrants to Seller that Buyer has not made and agrees that Buyer will not create or permit to be made or created any Transfer prior to the Close of Escrow, except in accordance with this Section

6.20, either voluntarily, involuntarily or by operation of law. Any Transfer made in contravention of this Section 6.20 shall be voidable at the election of Seller, in Seller's sole and absolute discretion. Buyer acknowledges and agrees that the restrictions on Transfers set forth in this Section 6.20 are reasonable. Notwithstanding the foregoing or anything to the contrary in this Agreement, a change or addition of trustee of Buyer resulting from the death or disability of an existing trustee prior to close of escrow shall be permitted and shall not constitute a breach of this Agreement, and an assignment of Buyer's rights under this Agreement to an SPE owned by Crestwood Corporation and/or its owners, to allow Crestwood Corporation the ability to obtain a construction loan to improve the property,where such SPE assumes all obligations of Buyer under this Agreement, shall also be permitted and shall not constitute a breach of this Agreement.

6.21 Exhibit List. All of the exhibits attached to this Agreement are as follows:

Exhibit A Property Legal Description
Exhibit B Buyer Official Action
Exhibit C Seller Deed
Exhibit D Affordability Covenant(to be recorded if 10+units built) -27-

DRAFT FOR NEGOTIATION PURPOSES ONLY

6.22 No Implied Waiver. Failure to insist on any one occasion upon strict compliance with any term, covenant, condition,restriction or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant, condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers under this Agreement, at any one time or more times, be deemed a waiver or relinquishment of such right or power at any other time or times.

6.23 City Manager Implementation. Seller shall implement this Agreement through its City Manager. The City Manager is hereby authorized by Seller to enter into agreements and sign documents referenced in this Agreement or reasonably required to implement this Agreement on behalf of Seller, issue approvals, interpretations or waivers and enter into amendments to this Agreement on behalf of Seller, to the extent that any such action(s) does/do not increase the monetary obligations of Seller by more than Fifty Thousand Dollars ($50,000) in the aggregate.

All other actions shall require the consideration and approval of the City Council,unless expressly provided otherwise by action of the City Council. Nothing in this Section 6.23 shall restrict the submission to the City Council of any matter within the City Manager's authority under this Section 6.23, in the City Manager's sole and absolute discretion, to obtain the City Council's express and specific authorization on such matter. The specific intent of this Section 6.23 is to authorize certain actions on behalf of Seller by the City Manager, but not to require that such actions be taken by the City Manager,without consideration by the City Council.

6.24 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement, whether prior to or following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between the Parties, either by written settlement, entry of a non-appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution, indemnity or limitations on damages or remedies shall survive any expiration or termination of this Agreement.

6.25 Counterparts. This Agreement may be signed in multiple counterpart originals each of which is deemed to be an original and all of which shall constitute one agreement. This Agreement includes Twenty Nine (29) pages and Four (4) exhibits (each exhibit is incorporated into this Agreement by reference) that constitute the entire understanding and Agreement of the Parties regarding the subject matter of this Agreement.

6.26 Facsimile or Electronic Signatures. Signatures delivered by facsimile or electronically shall be binding as originals upon the Party so signing and delivering; provided, however, that original signature(s) of each Party shall be required for each document to be recorded.
[Signatures on following page]
-28-

DRAFT FOR NEGOTIATION PURPOSES ONLY

SIGNATURE PAGE
TO

REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(PROPERTY AT WASHINGTON BOULEVARD AND 6TH AVENUE,APN: 1046-433-25) IN WITNESS WHEREOF,the Parties have signed and entered into this Agreement by and through the signatures of their respective authorized representative(s) as follow:

SELLER: BUYER:
, a
By: By:

Name:

Title:

ATTEST:

By: By:

Name:

Title:

APPROVED AS TO FORM:

BEST BEST &KRIEGER LLP
By:

City Attorney
-29-

EXHIBIT A
TO

REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(PROPERTY AT WASHINGTON BOULEVARD AND 6TH AVENUE,APN: 1046-433-25) Property Legal Description
THAT PORTION OF LOTS 11 AND 12, OF HARWOOD BROTHERS SUBDIVISION OF ONTARIO COLONY LANDS,LOTS 579 TO 604, IN THE CITY OF UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, PER PLAT RECORDED IN BOOK 14, PAGE 19 OF MAPS,AND PARCEL"C" OF THAT CERTAIN LOT LINE ADJUSTMENT LA-06-03, RECORDED AUGUST 5, 2010 AS DOCUMENT NO.2010 0316372, BOTH RECORDS OF SAID COUNTY:

CO MENC!NG AT THE NORTHEAST CORNER OF LOT 2 EYMANN PLACE TRACT NO. 1965, PER PLAT RECORDED IN BOOK 28 OF MAPS, PAGE 51 RECORDS OF SAID COUNTY; THENCE NORTH 89° 5 '21"WEST, 14.44 FEET ALONG THE NORTHERLY UNE OF SAID LOT 2: THENCE NORTH 09 01'OO"WEST,2.74 FEET TO THE POINT OF BEGINNING: THENCE NORTH 89° 58'21"WEST, 124_00 FEET; THENCE SOUTH 76"43'25" WEST, 11.92 FEET TO THE NORTHWEST CORNER OF SAID LOT 2; THENCE NORTH 89'58'Z1"WEST, 4.40 FEET ALONG THE NORTHERLY LINE OF LOT "A"AS SHOWN ON SAID EYMANN PLACE TRACT NO. 1965 TO THE WESTERLY LINE OF LOT 11 OF SAID HARWOOD BROTHERS SUBDIVISION; THENCE NORTH 0°O1'0D" WEST, 142.76 FEET ALONG THE WESTERLY LINE OF SAID LOTS 11 AND 12TO A POINT ON THE SOLTERLY LINE OF THE LAND CONVEYED TO THE CITY OF UPLAND BY DEED RECORDED AUGUST 23, 1954IN BOOK 3447, PAGE 74, OFFICIAL RECORDS,SAID POINT.ALSO BEING THE BEGINNING OF A NON- TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 100 FEET,A RADIAL TO SAID CURVE BEARS NORTH 22° 11'13"WEST; THENCE NORTHERLY 38.91 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22° 17'27"ALONG SAID SOUTHERLY LINE; THENCE SOUTH 89' 53'46" EAST,266.49 FEET, CONTINUING ALONG SAID SOUTHERLY LINE TO A POINT ON THE EASTERLY LINE OF SAID LOT 12: THENCE SOUTH 0"O1'00" EAST, 53.83 FEET TO THE SOUTHEAST CORNER OF SAID LOT 12; THENCE NORTH 89° S8'21"WEST, 164.44 FEET ALONG THE SOUTHERLY LINE OF SAID LOT 12 TO THE NORTHEAST CORNER OF THE WESTERLY 140.00 FEET OF SAID LOT 11; THENCE SOUTH 0° 01'00" EAST, 93.26 FEET ALONG SAID EASTERLY LINE TOTHE POINT OF BEGINNING.

EXCEPTING THEREFROM THE EASTERLY 150.00 FEET OF THAT PORTION OF LOT 12 OF HARWOOD BROTHERS SUBDIVISION OF ONTARIO COLONY LANDS, LOTS 579 TO 604, IN THE

CITY OF UPLAND,COUNTY OF SAN BERNARDINO,STATE OF CALIFORNIA, PER PLAT RECORDED IN BOOK 14, PAGE 19 OF MAPS, RECORDS OF SAID COUNTY_ — DESCRIBED AREA=21,350 SOT., FT,=0.490 ACRE. '�� 'L. � F �
$ I
f 112i1
CA1 lfO `

EXHIBIT A

DRAFT FOR NEGOTIATION PURPOSES ONLY

EXHIBIT B
TO

REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(PROPERTY AT WASHINGTON BOULEVARD AND 6TH AVENUE, APN: 1046-433-25) Buyer Official Action

EXHIBIT B

DRAFT FOR NEGOTIATION PURPOSES ONLY

CERTIFICATION OF AUTHORITY
FOR

CRESTWOOD CORPORATION, LLC
The undersigned members of CRESTWOOD CORPORATION do hereby certify that they hold the sole decision making authority for purposes of the company.

I further certify that the following named person(s): Terry Kent and Kathleen Garvey are authorized and empowered for and on behalf of Crestwood Corporation to sign, enter into, make, execute, and deliver that certain Real Property Purchase and Sale Agreement and Joint Escrow Instructions (Property at Washington Boulevard and 6th Avenue), dated December 11, 2023 for reference purposes, by and between the City of Upland, a California municipal corporation, and Crestwood Corporation ("Agreement"), and all other documents to be made or entered into by Crestwood Corporation in connection with the transactions contemplated in the Agreement, pursuant to which Crestwood Corporation may acquire title to that certain real property defined in the Agreement as the "Property." The above-named person(s) are also authorized and empowered for and on behalf of and in the name of Crestwood Corporation to perform the obligations of Crestwood Corporation set forth in the Agreement and to take all actions that may be considered necessary or convenient to conclude the transactions contemplated in the Agreement and perform the obligations of Crestwood Corporation pursuant to the Agreement.

The authority conferred and certified to in this Certificate shall be considered retroactive and any and all acts authorized in this Certificate that were performed before the execution of this Certificate are approved and ratified. The authority conferred and certified to in this Certificate shall continue in full force and effect until the City of Upland has received notice in writing from all of the members of Crestwood Corporation of the revocation of this Certificate.

We further certify that: (1) the activities covered by the authorities certified to in this Certificate and the foregoing certifications constitute duly authorized activities of Crestwood Corporation; (2) these authorities and certifications are now in full force and effect; and (3) there is no provision in any document under which Crestwood Corporation is organized and/or that governs Crestwood Corporation's continued existence or operation limiting the power of the undersigned to grant such authority or make the certifications set forth in this Certificate, and that the same are in conformity with the provisions of all such documents.

Crestwood Corporation:

Terry Kent Kathleen Garvey

EXHIBIT B

DRAFT FOR NEGOTIATION PURPOSES ONLY

EXHIBIT C
TO

REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(PROPERTY AT WASHINGTON BOULEVARD AND 6TH AVENUE, APN: 1046-433-25) Seller Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

SPACE ABOVE THIS LINE FOR RECORDERS USE

GRANT DEED
(PROPERTY AT WASHINGTON BOULEVARD AND 6TH AVENUE, APN: 1046-433-25) The undersigned declares:

Documentary Transfer Tax is: $
City of Upland
[City or County where Property is located]
Assessor's Parcel No.: APN: 1046-433-25
o computed on full value of interest or property conveyed, or o computed on full value of liens or encumbrances remaining at time of sale.

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Upland, a California Municipal Corporation ("Grantor"), hereby grants to
Crestwood Corporation ("Grantee"),
that certain real property legally described in Exhibit "1" attached to and by this reference incorporated into this Grant Deed, subject to:

1. Real property taxes and assessments, not delinquent.

Mail Tax Statements to:

DRAFT FOR NEGOTIATION PURPOSES ONLY

2. Covenants, conditions, restrictions, easements, exceptions, reservations, rights, rights-of-way and other matters of record or discoverable by inspection or survey.

Dated:

Mail Tax Statements to:

EXHIBIT "1"
TO

GRANT DEED
(PROPERTY AT WASHINGTON BOULEVARD AND 6TH AVENUE, APN: 1046-433-25) Legal Description
THAT PORTION OF LOTS 11 AND 12, OF HARWOOD BROTHERS SUBDIVISION OF ONTARIO COLONY LANDS, LOTS 579 TO 604, IN THE CCTV OF UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, PER PLAT RECORDED IN BOOK 14, PAGE 19 OF MAPS,AND PARCEL"C" OF THAT CERTAIN LOT LINE ADJUSTMENT LA-06-03, RECORDED AUGUST 5, 2010 AS DOCUMENT NO. 2010-0316372, BOTH RECORDS OF SAID COUNTY:

COMMENCING AT THE NORTHEAST CORNER OF LOT 2 EYMANN PLACE TRACT NO. 1965, PER PLAT RECORDED IN BOOK 28 OF MAPS, PAGE 51 RECORDS OF SAID COUNTY; THENCE NORTH 89` 5g'71"WEST, 14.44 FEET ALONG THE NORTHERLY UNE OF SAID LOT 2; THENCE NORTH 09 Q1'De"WEST,2.74 FEET TO THE POINT OF BEGINNING; THENCE NORTH 894 58`21D WEST, 124.00 FEET; THENCE SOUTH 76' 43'25° WEST, 11.92 FEET TO THE NORTHWEST CORNER OF SAID LOT 2; THENCE NORTH 89°58'21" WEST, 4.40 FEET ALONG THE NORTHERLY LINE OF LOT "A"AS SHOWN ON SAID EYMANN PLACE TRACT NO. 1965 TO THE WESTERLY LINE OF LOT 11 OF SAID HARWOOD BROTHERS SUBDIVISION; THENCE NORTH 05 O].'0D" WEST, 142.76 FEET ALONG THE WESTERLY LINE OF SAID LOTS 11 AND 12 TO A PONT ON THE SOUTERLY LINE OF THE LAND CONVEYED TO THE CITY OF UPLAND BY DEED RECORDED AUGUST 23, 1954 IN BOOK 3447, PAGE 74,OFFICIAL RECORDS,SAID POINT.ALSO BEING THE BEGINNING OF A NON- TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 100 FEET,A RADIAL TO SAID CURVE BEARS NORTH 22° 11'13"WEST; THENCE NORTHERLY 38.91 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22° 17' 27"ALONG SAID SOUTHERLY LINE; THENCE SOUTH 899 53'46' EAST,266.49 FEET, CONTINUING ALONG SAID SOUTHERLY UNE TO A POINT ON THE EASTERLY LINE OF SAID LOT 12; THENCE SOUTH 0"01'00" EAST, 53.83 FEET TO THE SOUTHEAST CORNER OF SAID LOT 12; THENCE NORTH S9" S '21"WEST, 164.44 FEET ALONG THE SOUTHERLY LINE OF SAID LOT 12 TO THE NORTHEAST CORNER OF THE WESTERLY 140.00 FEET OF SAID LOT 11; THENCE SOUT}-I 0"01"00" EAST, g3.26 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE EASTERLY 150.00 FEET OF THAT PORTION OF LOT 12 OF HARWOOD BROTHERS SUBDIVISION OF ONTARIO COLONY LANDS, LOTS 579 TO 604, IN THE

CITY OF UPLAND, COUNTY OF SAN BERNARDINO,STATE OF CALIFORNIA, PER PLAT RECORDED IN BOOK 14, PAGE 19 OF MAPS, RECORDS OF SAID COUNTY. — DESCRIBED AREA=21,350 SQ, FT.=0.490 ACRE. f
. I lb , g
fr )
115�

EXHIBIT C

DRAFT FOR NEGOTIATION PURPOSES ONLY

EXHIBIT D
TO

REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(Property at Washington Boulevard and 6th Avenue,APN: 1046-433-25)

EXHIBIT D

DRAFT FOR NEGOTIATION PURPOSES ONLY

DEED RESTRICTION
Pursuant to Government Code §§ 54233 and/or 54233.5
If ten (10) or more residential units are developed on the Property, not less than 15 percent of the total number of residential units developed on the property shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the California Health and Safety Code, or affordable rent, as defined in Section 50053 of the California Health and Safety Code, to lower income households, as defined in Section 50079.5 of the California Health and Safety Code.

Rental units shall remain affordable to and occupied by lower income households for a period of 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph(2) of subdivision(c) of 65915 of the California Government Code. These requirements shall be covenants or restrictions running with the land and shall be enforceable against any owner who violates a covenant or restriction and each successor-in-interest who continues the violation by any of the entities described in subdivisions (a)to (f), inclusive, of Section 54222.5 of the California Government Code.

Date:

City of Upland, a Municipal Corporation
By:

Name:

Title:

EXHIBIT D

Aerial Map — Washington Boulevard and 6th Avenue Site • • , . •" • all " .... "MIMI*''' • 4/111.°41: '' " ilk' 4111111=11.1.MMMOMMIMMSMMNIE. '.. - r' ~ •
•�_Pa r, L- ciAFail-. _ _ _ lr . tili .r a eviiiikss
s')a sl Ir:01[. ..I -` E Washington BM E Washington Blvd • - r i4n�`ad • • 71;=1,
- 14-77 • . -7 dp I I. - l • Al* }te a.'.. -- _ .. '-.,._ � • —MI' •• • _i - 5� IS' .-.-.:—
•
I 11 _ • _ 7. ••
!1 1Y'�1 •f' l
_ � -.�l ., fir- �1e�'�A}J.• I -',.

II
r •*. f' iNI
A 17i.
i1 ., . . iii-.44.;.1.".- ,9
s ;' � -1
_ .
�' [ s -il �!■ � ?i w� - ;' - ! x.` °.fir; �. '% =[''err._.. - i• X. J
.111
... _,
.a� ' �'A Oa r . -r. •i•I all J. ril, .: _ . ,. •._
, ..
_. _ # s F' -Elegi i..1I! . .curiitir Ma-. 4 taL i,i, ,,

WASHING TON BL VD_
C/rr DESIGNATED STREET TREE - rrP/CAL -]Lt> ' � : � EXISTING CONCRE E SIDEWALK T P/CAL 0010 . . T l - r _�1��`. mom. . . . . . ' ' 'IWbâL .iiI 1. . .r
AlliAlr
_.,,,, „:,
.,Ih wit
I4' CITY RIGHT OF UiA r - TYPICAL
.. •
tio
•-9N4 w C
±120!00' --WOW. _ ilk
i — — — — — — — _-
COCTNON LANDSCAPE AREA - DROUGHT b v�� ,�' ��� Alkw TOLERANT /LOW MAINTENANCE ACCENT TREE, �3i
SHRUBS and GROUND COVERS - T rP/CAL , 3"6 ' / / AVERAGE 730 SQ_ FT_ /UNIT 0
ki
. N. .
1 \ IIPLANO 7
. . .1
0 7 rDu/NHDI`9E6 - E_ GvA6H/NG rDAl �L 1i�D_ Q
cis \ I I SRO✓EG r /iVFO +� I 3"� / JI
• 3 BEDROOMS - 2 BA r oCM5 - �5om 5F EACN / / • Arr4GNFDZ-CAR GAGE • COMMON OPEN SPACE - ±5, 400 SF
GARAGE I /�0' • PRIMA TO OPEN SPACE PE,�R �` - 730 EACH /�o/ / IN/r 3 GARAGE •• I uwlr - • SPANISi�-,H a rrLE ,-RCHI rECTURE N • ALL ELEC rRIC -ESZDENCE5
0) • PRI MA TO 77;ZA5N RECEPrACLE5 5 rORED IN GARAGES I I - - • OPEN SPACE AREA with PICNIC TABLES ' BA-RBEC I! \\,,,wAg‘,1„„,„ \ j
4 /a Jr GARAGE I UNIT 7
+ •
! DETACHED RESIDENCE - I UNIT TOTAL I COMMON OPEN SPACE Ed LANDSCAPE AREAS with > 3"� n / /
CONCRETE PAVING, PICNIC TABLE and BARBECUE . 4.®' t I . ' / / I ATTACHED DUPLEX - 3 BUILDINGS with 6 UNITS TOTAL I
•\i\\\\�N1Y I IIIII///I�/��/ • `,�\\\\ dilli�/ii/i / ����\\\\\\�YIU�ILp/ii, II 1
% C4
a i a
orb orb - s. °� -
z
, N
4-11 $0E
±124.00'
±4.50' CrestWood

COMMUNITIES
PROPOSED 6 ' TALL TAN PRECISION MASONRY BLOCK WALL

ALONG THE ENTIRE LENGTH OF THE SOUTH PROPERTY LINE
0 /0' r0' /10' 10'
PR!L1M1,sJ4Rr51T! L4,sJ ✓CAL E I' = 0 DECE/"1BER I, 0'
11/A51-/IIs4 TON BL VD, UPLAND, CA 9/786 APN /046-433 25-0000

MINUTES OF THE REGULAR MEETING OF THE ECONOMIC

DEVELOPMENT COMMITTEE
December 4, 2023
4:00 p.m.

Carnegie Library Building
123 East D Street

1. CALL TO ORDER AND ROLL CALL
The meeting was called to order at 4:00 p.m.

In attendance: Committee Chairperson Garcia, Committee Member Zuniga, Upland Chamber Representative Galdo, Development Services Director Dalquest, Economic Development Coordinator Picazo, Contract Rehabilitation Programs Administrator Arellano and Development Services Specialist Flores.

2. ORAL COMMUNICATIONS
None

3. AGENDA ITEMS
a. DEVELOPMENT HIGHLIGHTS IN UPLAND
Development Services Director Dalquest presented the development highlights and answered questions from the Committee members. Contract Rehabilitation Programs Administrator Arellano presented the downtown restaurant activity and provided a status update.
b. UPDATE ON DOWNTOWN REVITALIZATION EFFORTS
Development Services Director Dalquest and Economic Development Coordinator Picazo presented on the downtown revitalization efforts.

Development Services Director Dalquest answered questions from the Committee.
c. STATUS UPDATE ON THE RAISE-UP PROGRAM
Development Services Specialist Flores presented the status of the Raise-UP Restaurant Assistance for Increase Sales and Efficiency-Upland Grant Program.

The Committee thanked staff for their efforts regarding the program. d. UPDATE ON THE MICRO-RETAIL RESILIENCY LOAN PROGRAM
Economic Development Coordinator Picazo provided an update on the Micro- Retail Resiliency Loan Program. Staff answered questions from the Committee. 1

4. ADJOURNMENT
The next regularly scheduled Economic Development Committee meeting is Monday, March 4, 2024.

Keri Johnson, City Clerk
2

4 .° •
UAL
q �I PLAND
G~ �e d "The City of Gracious Living" • y ,,� ECONOMIC DEVELOPMENT

COMMITTEE
�Lxxo��
**AGENDA**
Monday, December 4, 2023
4:00 p.m.

Carnegie Library Building
123 East D Street
Residents may observe the meeting remotely via livestream on the City website, Spectrum Cable TV Channel 3, or Frontier Cable TV Channel 26.

1. CALL TO ORDER AND ROLL CALL

2. ORAL COMMUNICATIONS
Citizens wishing to address the Committee on any matter that is listed or not listed on the agenda may do so at this time. Anyone wishing to address the Committee is requested to submit a speaker card to staff at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes.

Please note that under provisions of the Brown Act the Committee Members cannot respond to, nor take action on, items that are not listed on the agenda.

3. AGENDA ITEMS
a. DEVELOPMENT HIGHLIGHTS IN UPLAND
Recommended Action:

The Economic Development Committee ("Committee") receive the presentation on development highlights.
b. UPDATE ON DOWNTOWN REVITALIZATION EFFORTS
Recommended Action:

The Economic Development Committee ("Committee") receive the presentation on development and downtown activity.
c. STATUS UPDATE ON THE RAISE-UP PROGRAM
Recommended Action:

The Economic Development Committee ("Committee") receive the presentation on the Raise- UP (Restaurant Assistance for Increased Sales and Efficiency-Upland) Grant Program. d. UPDATE ON THE MICRO-RETAIL RESILIENCY LOAN PROGRAM Recommended Action:

The Economic Development Committee ("Committee") receive the presentation on the Micro- Retail Resiliency Loan Program.

4. ADJOURNMENT
The next regularly scheduled Economic Development Committee meeting is Monday, March 4, 2024.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk's Office, 909-931-4120. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. [28 CFR 35.102-35.104 ADA Title II]
On November 29, 2023 a true and correct copy of this agenda was posted at 450 N. Euclid Avenue (Upland Public Library), 460 N. Euclid Avenue (Upland City Hall), 123 East D Street (Carnegie Library Building), and the City website at www.uplandca.gov

The full packet for the Economic Development
Committee meeting can be viewed on our website at:
https://www . uplandca .gov/city-council-
agendasminutes
You may also view the video of the meeting at:
https://uplandca .gov/council-meeting-
broadcasts
(choose the tab for "other archived meetings"
to locate the meeting video)

�� �pl"� CITY
UPLAND
„.;
"The City of Gracious Living"
tIFOBS

1. Staff(kr°ill
DATE: December 11,2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:BRADEN YU,PUBLIC WORKS DIRECTOR

BOB CRITCHFIELD,ENGINEERING MANAGER
SUBJECT: CONSIDER AN AWARD OF BID FOR PROJECT NO. 16163,MEMORIAL PARK PAVEMENT REHABILITATION(BID NO.2023-11)
RECOMMENDED ACTION:

It is recommended that the City Council approve the Plans and Specifications for Project No. 16163,Memorial Park Pavement Rehabilitation;waive minor bid irregularities; award the construction contract to Onyx Paving Company, Inc. in the amount of$964,060 (Base bid amount plus additive bid items #22 and #23); approve a construction contingency in the amount of$185,940,for a total amount of$1,150,000; and authorize the City Manager to execute any extensions,and any future amendments within the City Manager's authority.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining and improving the City's public park facilities.

BACKGROUND
On September 22,2021,the City Council approved the American Rescue Plan Act(ARPA)Investment Plan,which set aside$1,250,000 for Park Parking Lot Improvements.

The City recently completed design and construction documents for pavement rehabilitation and drainage improvements in Memorial Park. Specific improvements include installation of concrete curb&gutter; ADA ramp reconstruction; concrete walkway construction; drainage inlet improvements; asphalt pavement milling and overlay; and installation of street light conduit and pull boxes for future lighting improvements.

The City established a base bid schedule for work contemplated along with three additive bid items for improvements that could be included at the City's discretion, depending on a fair price received and allowable sufficient budget available.

ISSUES AND ANALYSIS
The Memorial Park Project Notice Inviting Bids (NIB) was advertised on September 15, 2023 and September 22, 2023 in accordance with the California Public Contract Code(Section 20164)and was also listed on the City's website and distributed to various electronic plan rooms. On October 19,2023, a public bid opening was held in which the City received and opened 5 bids for the Project,under Bid No.2023-11,as follows:

BIDDER BID AMOUNT
Onyx Paving Company $876,000.00
Hardy&Harper $966,225.00
All American Asphalt $970,275.00
United Paving Company $1,085,572.00
DM Contracting $1,197,833.00
The lowest responsible bidder was Onyx Paving Company with a base bid amount of$876,000.

Upon review of the bids received,it was discovered that the low bidder, Onyx Paving Company, failed to include a signed cover sheet acknowledging receipt of Addendum No. 1 issued by the City on September 28, 2023. In consultation with the City Attorney's office, it was determined that the addendum did not change what the bidding instructions required but reiterated a previously conveyed requirement. Thus, regardless of whether the addendum

was acknowledged, the bid promised to do the same thing. As a result, the bid is deemed responsive, and the irregularity can be waived.

ENVIRONMENTAL DETERMINATION
The Project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), and the State CEQA Guidelines, and determined to be categorically exempt from further environmental review pursuant to Section 15301(c) (Existing Facilities), of the CEQA guidelines. The project involves repair and maintenance of existing public facilities and does not involve any expansion of use beyond that which is existing. The City filed the Notice of Exemption with the County of San Bernardino on September 26,2023.

FISCAL IMPACTS
The City's adopted Fiscal Year 2023-24 Capital Improvement Program(FY 23-24 CIP) budget contains sufficient funds for the project. The estimated project costs and funding are summarized below:

Estimated Project Costs
Basic Bid Amount $876,000
Additive Bid Item#22(4-inch thick PCC Sidewalk) $69,800 Additive Bid Item#23 (Remove&Reinstall Bleachers) $18,260 Construction Contingency $185,940
Total Contract Work: $1,150,000
Construction Administration and Inspection $40,000 Material Testing $10,000
Total Estimated Project Cost: $1,200,000
FY 23-24 Funding
CIP Account 229-7500-16163(ARPA Fund) $1,250,000 Total Project Funding $1,250,000

ALTERNATIVES

1. Reject all bids and authorize the City Clerk to re-advertise the Project. Due to a successful bidding process, staff does not recommend this alternative.

2. Provide alternative direction to staff.

CEQA: Categorically exempt from further environmental review pursuant to Section 15301(c). The City filed the Notice of Exemption with the County of San Bernardino on September 26,2023.

Memorial Park Pavement Rehabilitation
- , N " j . . ei" i ■
- - I
I .-. ti . � . 0 ce
, ori
It
•
• b I a-. I I VETERAN S•C�I- • ,ten # .. - — —
- lto ,• .— -, -.... .. • li . : 1 i_riii: .. mu . .._ ...r. .,..7..,it jot min
\ \1 il_ ',.- -
I _ kF -
- T E ,.. P' '' .f _ - , 4C M r . 0 x
RIE . i_ •
, . al.• - e .. ji . !' . • . - i rotfiiL[ : { - - - .`..' .— — —:.rr1- 12u _a__ PROJECT LOCATION . TH0 ' '-.'. - ` r ta011gi
_r.-.—, ,�-- -. 4.7_ mo w �r - •* ' U= ! '4 - I� n LE:gliallij 1 4--....Amu i i. .-'.--stir: r= - to ■' :+� x } � • 1 + IIP• •' ••• Mj 71:1 EMU/ .•.'':- ..-'. 1:9 II '4 . . •4• ...11. ei . Aair-4;i4-. , - , i• jas::, . . 4 . 17:11117 ....43.„.:-:.
41 ii a ..fA 114 • rioTH.riii..,..11: j :. .. ' _ .

I
I : 4 el'
t I
:j1:1 V .L.-,.:,..,.•. F
�:� r ..�^�, `�
All
'' •.'.'� AL!il C5 1 , . 11 1. •' „4110 .- .i "' : i•i fiLkI. .its, 'r• :.... 1 - -:'',407:1'_. e:.....: `,,r711_.,_•-•frf..1.:)---.'17•311FLIE Log•IVrt,‘11LNA ri ,-- •
t. .3%.,L Irl C
li., Z inkill•i 7 ..• Fr . ••••• : 1111 .. • . hi OW •• 4:1 ;[1. Lep. ei * t 41.. i. :Jo:: 19k.!r•.;1-1.'•i•1 i. tiwr i -,ii ::!:;;:,- .i,
4r ra h.1 i '� 4 .P. ti a� V o
I- : ' 11.. ..- . . i. 148, - 4WION .
pas Is.tr 2 -_r:4--, . .:-... ... %... :40, ). , 1%. , •. li -... at0P4111... vkv 1ph y , ' t..... • :i: • Nip. 11%1.4%0 . .Alt, ;. ..

Pl.li4i1iIi•grTki1 l 1.'ipt tc.."jli1j
4L 1. .,r,'rr•.....".--•.-....'\.-'\`.7..,...4.••1,.,..k.••••%•X .11F ,+ . "'-ram 1 4
.4.-4.,.
}
I_!-7 �' I1Ih
:7� �I +k ,''' .. � alp'
. .____.wi .. _ I, , .,.1.• N.. in ji I.:k.._31. LI . ,..,. ..yr„.v. p ( I" = 4991t Project No. 16163 11/30/ 02 P ..,�11 This map may represents a visual display of related geographic information.data provided here on is nut guarantee of actual field candhorss.To be sure of complete accuacy,please contact the responsible staff for most up-to-date i nfomration- Pago 119 of 151

ti,,_, + • PUBLIC WORKS DEPARTMENT
V' t , . 'd 1370 North Benson Avenue
�. fir, ``.,fie Upland, CA 91786-0460 '� Telephone (909)291-2930
Facsimile (909)291-2974
9 44.1` 0S .:

ADDENDUM NO. 1
Project No. 16163
Memorial Park Pavement Rehabilitation
Bid No. 2023-11
Date Issued: September 28, 2023
By: _ r.

Steven Nix, PE, PLS
The following revisions and/or clarifications shall be made to the Drawings and Specifications for the above named work. All other work shown on the original drawings, and all applicable sections of the original Specifications, Contract Documents, and previously issued Addenda for Project No. 16163 shall be included in the contract, except as herein modified. This Addendum shall be incorporated into the Plans and Specifications, and shall become part of the awarded Contract Documents therefore.

The City will distribute copies of this Addendum to all Plan Holders of Record on the date of issuance. The Bidder shall be responsible in providing this information to all proposed subcontractors, prior to bid opening. Receipt of this Addendum by the Bidder must be acknowledged by signature and submittal of this cover sheet, attached to your Proposal (Contractor's Proposal), on the bid due date/time.

PLEASE SIGN AND ATTACH THIS ADDENDUM COVER SHEET TO YOUR BID I hereby acknowledge that I have received, read, and understand this Addendum and certify that the total amount of my company's bid includes full compensation therefore.

Company Name:

Signature: _
City of Upland
460 North Euclid Avenue,Upland,CA 91786-4732*(909)931-4100*Fax(909j 931-4123*TDD(900, 735-2929* www.ci.upland.c s - 151

Memorial Park Pavement Rehabilitation
October 3,2023

FOR CLARIFICATION PURPOSES, BELOW ARE ANSWERS TO QUESTIONS RECEIVED RELATING TO THE SPECIFICATIONS OF THE PROJECT:

1. For bid item #13, is this a remove and replacement of 4 inches of asphalt over native?
a. Bid item #13 is placement of 4 inches of asphalt over native soil in areas where pavement has been removed as shown on the project plans. The removal of existing AC pavement in selected areas is per separate Bid item #5.

2. For bid item #14, is there any grinding or simply overlaying over existing surface? a. Grinding of the pavement does occur in selected areas as shown on the project plans. Bid items for grinding #8 and#9 are identified on the project plans as construction notes 5 and 6.

END OF ADDENDUM NO. 1