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HomeMy WebLinkAboutRedwood Business Park of Ukiah 2017-09-27dL'0 - 0 f,2 -717 PARCEL NO.: Portion 180-110-11 AGREEMENT FOR PURCHASE OF REAL PROPERTY (INCLUDING ESCROW INSTRUCTIONS) THIS AGREEMENT FOR PURCHASE OF REAL PROPERTY ("Agreement") is entered into as of ,47 , 2017, by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF UKIAH (hereinafter called "Seller"), and REDWOOD BUSINESS PARK OF UKIAH, a California limited partnership (hereinafter collectively called "Buyer") for purchase by Buyer of certain real property as hereinafter set forth. IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS: BACKGROUND. A. The Redevelopment Agency of the City of Ukiah ("Redevelopment Agency") was the fee owner of an approximately 2.3 8 acre parcel of land (APN 180-110-11-00) located generally at 1825 Airport Road within the City of Ukiah ("City"), and designated as Parcel 2 (the "Parcel 2") within the City's Airport Business Park, and shown on the Map of the Property attached hereto as Exhibit A. B. Pursuant to AB 1X26, which took effect June 29, 2011, the decision of the California Supreme Court in California Redevelopment Association et al., v. Ana Matosantos, et al. (Case No. S194861), AB 1484, which took effect June 27, 2012, and other subsequent legislation (all, collectively, the "Dissolution Act"), all redevelopment agencies were deemed dissolved on February 1, 2012. Pursuant to the authority provided in Health and Safety Code Section 34173, the City Council adopted Resolution No. 2012-04 on January 9, 2012, electing and determining that the City shall become the Successor Agency to the Redevelopment Agency of the City of Ukiah, and upon dissolution of the Redevelopment Agency certain rights, duties and obligations previously vested with the former Redevelopment Agency, under the Community Redevelopment Law (Health and Safety Code Section 33000 et seq.), were vested in the City as the Successor Agency to the Redevelopment Agency. Pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City. C. Health and Safety Code Section 34191.5(b) required the Successor Agency to prepare a Long -Range Property Management Plan ("LRPMP)") that addressed the disposition and use of the real properties of the former Redevelopment Agency. The Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Ukiah ("Oversight Board") approved the revised LRPMP on September 24, 2014, by Resolution No. 2014-10, in accordance with all applicable laws. The State of California Department of Finance ("DOF") issued a letter dated December 30, 2014, approving the LRPMP. The LRPMP included parcels of land, including the Property, that were to be sold by the Successor Agency at market value. 99999.91556\29800634.1 D. Parcel 2 is an irregular "L" shaped parcel. A portion of Parcel 2, consisting of approximately 12,500 square feet of land (the "Property"), located to the north of the main portion of Parcel 2, is separated from the main portion of Parcel 2 by a creek and line of trees. As a result, the Property cannot be developed as a part of Parcel 2. Further, an approximately 25 -foot wide public utility easement and road easements lie along the eastern boundary of the Property, leaving approximately 7,500 square feet of developable land within the Property, which is too small to be developed as a separate parcel with a commercial or industrial use. E. Buyer is the fee owner of several parcels located within the Redwood Business Park, including Parcel H, an approximately 5.56 acre parcel of land located adjacent to, and along the western and northern boundaries of, the Property (the "Buyer's Property"). Because the Property is not developable as a part of Parcel 2, nor developable as a separate parcel, Buyer desires to acquire the Property pursuant to the terms and conditions set forth in this Agreement, to include the Property as a part of Buyer's Property. F. Pursuant to Health and Safety Code Section 34181(f), before properties can be transferred in accordance with an approved LRPMP, the transfer must be approved by the Oversight Board. Health and Safety Code Section 34191.5(f) provides that actions to implement the disposition of property pursuant to an approved LRPMP shall not require further review by DOF. G. Seller and Buyer have determined to implement the conveyance of the Property to Buyer through a grant deed, lot line adjustment, and certificate of compliance, in accordance with the terms and conditions set forth in this Agreement. 2. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement, the Property, as shown in Exhibit A, attached hereto. CONSIDERATION. A. Purchase Price. The purchase price ("Purchase Price") for the entire Property, payable in cash, shall be the sum of TEN THOUSAND DOLLARS ($10,000.00). B. Improvements. As additional consideration for the conveyance of the Property to Buyer, Buyer shall construct, or cause to be constructed and installed, an extension of the Airport Park Boulevard right-of-way improvements currently developed along the eastern boundary of Buyer's Property, consisting of approximately 2 -feet wide pavement, plus curb and gutter improvements, along Airport Park Boulevard and the eastern boundary of the Property (the "Improvements"). The Improvements shall be constructed in accordance with plans approved by the City through the City's normal plan check and development approvals process. All costs related to the design, construction and installation of the Improvements, including without limitation all City's normal plan check and development fees and permit and inspection fees, shall be paid by Buyer. The Improvements shall be constructed in accordance with all applicable laws and 2 99999.915 56\29800634. 1 regulations. The parties acknowledge and agree that the Improvements to be constructed and installed pursuant to this Section 3 are of benefit to the City in that such Improvements are a part of, and an extension to, the Airport Park Boulevard right of way improvements, will improve drainage and safety along that portion of Airport Park Boulevard, and will be required as a part of any future development plans for the remainder of Parcel 2 and the other neighboring properties owned by Seller. The parties further agree that the Purchase Price to be paid by Buyer for the Property, as set forth in Section 3.A, above, together with the costs to be incurred by Buyer for the construction and installation of the Improvements to the Property as required by this Section 3.13, and the other costs and fees to be incurred by the Buyer pursuant to this Agreement, equal the fair market value of the Property. 4. CONVEYANCE OF TITLE. Seller agrees to convey by Grant Deed to Buyer marketable fee simple title to the Property free and clear of all recorded and unrecorded liens, encumbrances, covenants, assessments, easements, leases, and taxes EXCEPT: A. Current City and County assessments, taxes and tax liens, not yet payable, if any; or as may be otherwise approved by the Buyer in writing. B. Quasi -public utility, public alley, public street easements, and rights of way of record. 5. BOUNDARY LINE ADJUSTMENT. Following the Effective Date of this Agreement, the Buyer shall take such actions as are necessary to obtain approvals for a lot line adjustment to add the Property as a portion of Buyer's Parcel (the "Boundary Line Adjustment"), and Seller shall provide such cooperation as may be necessary to complete the Boundary Line Adjustment, which shall be processed through the City's normal planning and approval process, and all costs associated with such Boundary Line Adjustment shall be paid by Buyer. Upon obtaining final approvals for and recordation of such Boundary Line Adjustment, a formal legal description of the Property acceptable to both parties shall be attached to the Grant Deeds (defined below) and used for purposes of conveyance of the Property to Buyer, and revising the legal description of the property to be owned by Buyer upon completion of the Boundary Line Adjustment (Lot H) and the legal description of the property to be owned by Seller upon completion of the Boundary Line Adjustment (Parcel 2). 6. ESCROW; CLOSING. Buyer agrees to open an escrow in accordance with this Agreement at Redwood Empire Title Company ("Escrow Agent"). This Agreement constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest reasonable time. Immediately upon opening of escrow, the Escrow Agent shall begin search of title, prepare a preliminary title report ("Preliminary Title Report") on the Property and transmit copies of said Report, together with a copy of all underlying documents referred to therein, to Buyer and Seller. Buyer shall notify the Escrow Agent in writing within ten (10) days of receipt whether the exceptions to title as shown on said Preliminary Title Report are acceptable or unacceptable to Buyer in conformance with the condition of title required by this Agreement. In the event that Buyer 3 99999.91556\29800634.1 disapproves any of said exceptions, Buyer shall notify Seller of any exceptions that Buyer disapproves. If Seller elects not to cure any such objections, and such objections are not waived by Buyer, then this Agreement may be terminated pursuant to the provisions of Section 10 hereof. Prior to the close of escrow, Buyer shall deposit the Purchase Price for the Property in escrow with the Escrow Agent. Buyer shall also pay in escrow all fees, charges and costs connected with the escrow. Prior to close of escrow, Buyer and Seller shall properly execute, acknowledge and deposit with Escrow Agent the grant deeds ("Grant Deeds"), in substantially the form attached hereto as Exhibit B and incorporated herein by reference, conveying to Buyer fee simple title to the Property to be transferred in accordance with the requirements of this Agreement. Per Section 5, above, the deeds attached as Exhibit B do not include legal descriptions. Close of escrow is conditioned upon, and escrow shall close upon the occurrence of all of the following: A. Approval by Buyer of the condition of title to the Property; B. Completion by Buyer of any tests or studies provided for in Section 9, and approval by Buyer of the soils and other conditions of the Property; C. Delivery to the Escrow Agent of the fully executed Grant Deeds to the Property by the Buyer and Seller; D. Buyer shall have obtained all approvals for the Boundary Line Adjustment referenced in Section 5, above; E. Deposit of the Purchase Price and all other required sums by Buyer with the Escrow Agent; F. Delivery to the Escrow Agent of the final approved Boundary Line Adjustment; G The Title Company shall be unconditionally committed to issue the Title Policy to Buyer upon the Closing in the form and with such exceptions and endorsements as have been approved, or are deemed approved, by Buyer as provided in Section 7, below; and H. Buyer shall have obtained, at its sole cost, all approvals, including through the City's normal plan check, review and development approval process, as necessary for commencement of construction and installation of the Improvements, and shall be ready to commence such Improvements and have the Improvements completed within three months of the completion of the future improvements of the roadways and pathways adjacent to said Lot H; I. Buyer shall have removed from any and all of Lots H and G as shown on Exhibit A, all concrete stockpiled on said property. The concrete shall be removed to areas outside the Redwood Business Park, where it may be lawfully deposited. Upon satisfaction of conditions A -I, escrow shall close no later than ten (10) days from Buyer's satisfaction said conditions, , unless extended by mutual agreement of the parties. Upon the close of escrow, the Escrow Agent shall file the Grant Deeds for recordation among 4 99999.91556\29800634.1 the land records in the Office of the County Recorder for Mendocino County, shall deliver the Purchase Price to Seller and shall deliver to Buyer a title insurance policy in conformity with Section 7 of this Agreement. All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account. The Escrow Agent is authorized to pay and charge Buyer and Seller for any fees, charges and costs payable under this Agreement. Specifically, the Escrow Agent is authorized to A. Pay and charge Seller for any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent assessments or bonds against the Property; B. Pay and charge Seller for any amount necessary to place title in the condition necessary to satisfy Section 4 of this Agreement; C. Pay and charge Buyer for all usual escrow fees, charges, and other closing costs associated with this transaction, except for those costs to be paid specifically by Seller as set forth herein; D. Any ad valorem taxes and assessments applicable to the Property shall be prorated as of the date of closing, on the basis of 30 -day months. Ad valorem taxes and assessments on the Property, and taxes upon this Agreement or any rights hereunder, levied, assessed or imposed for any period commencing prior to conveyance of title shall be borne by Seller. All such ad valorem taxes and assessments levied or imposed for any period commencing after closing of the escrow shall be paid by the Buyer; and E. Disburse funds and deliver the Grant Deed when conditions of this escrow have been fulfilled by Buyer and Seller. The term "close of escrow" or "closing," if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of said policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. THE PARTIES UNDERSTAND THAT TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE FOLLOWING 5 99999.91556\29800634.1 ACCEPTANCE OF CONDITION OF TITLE AND CONDITION OF THE PROPERTY BY BUYER, AND APPROVAL OF THE BOUNDARY LINE ADJUSTMENT. If (except for deposit of money by Buyer, which shall be made by Buyer upon demand of Escrow Agent before close of escrow) this escrow is not in condition to close by the date set forth above, any party who then shall have fully complied with these instructions may, in writing, demand the return of its money or property; but if none have complied no demand for return thereof shall be recognized until ten (10) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respective addresses shown in these escrow instructions, and if any objections are raised within said ten (10) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing of this escrow as soon as possible. 7. TITLE INSURANCE POLICY. Escrow Agent shall, following recording of the Grant Deeds, for Lot H„ provide Buyer with a CLTA Standard Coverage Policy of Title Insurance ("Title Policy") in the total amount of the Purchase Price for the Property, issued by Redwood Empire Title Company showing the title to the Property vested in Buyer, subject only to the exceptions set forth in Section 4 and the printed exceptions and stipulations in said policy. Buyer shall pay the entire premium charged for such title policy. 8. PERMISSION TO ENTER ON PROPERTY. Seller hereby grants to Buyer, or its authorized officials, agents, employees, contractors and contractors' employees, permission to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections, obtaining data and making surveys and tests. All such work performed on the Property by Buyer shall be at the sole expense of Buyer. Buyer shall hold Seller harmless for any injury or damages arising out of any activity pursuant to this Section 8. 9. CONDITION OF THE PROPERTY. 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, 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 condition as of the close of escrow; (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 6 99999.91556\29800634.1 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; and (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. Seller hereby expressly and specifically disclaims any express or implied warranties regarding the Property other than those expressly set forth herein. 10. ENVIRONMENTAL MATTERS/RELEASE. As used in this Agreement, "Hazardous Materials" or "Hazardous Substances" includes 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.]; 0) anymatter, 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 Department 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. Buyer must rely on its own investigation and not on any representation by Seller regarding Hazardous Materials. Buyer shall rely solely upon its own investigation and inspection of the Property and the improvements thereon and upon the aid and advice of Buyer's independent expert(s) in purchasing the Property, and shall take title to the Property without any warranty, express or implied, by Seller or any employee or agent of Seller. 7 99999.915 5 6\29800634. 1 Accordingly, Buyer hereby expressly waives and relinquishes any and all rights and remedies Buyer may now or hereafter have against Seller, whether known or unknown, with respect to any past present, or future presence of Hazardous Materials on, under or about the Property or with respect to any past, present or future violations of any rules, regulations or laws, now or hereinafter enacted, regulating or governing use, handling, storage or disposable of Hazardous Materials, including, without limitation (i) any and all remedies Buyer may now or hereafter have under the Comprehensive Environmental Response Compensation and Liability Act of 1980 ("CERCLA"), as amended, and any similar law, rule or regulation, (ii) any and all rights Buyer may now or hereafter have against Seller under the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code, Section 25300 et seq.), as amended and any similar law, rule or regulation, and (iii) any and all claims, whether known or unknown, now or hereafter existing, with respect to the Property under Section 107 of CERCLA (42 U.S. C.A. § 9607). BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"), WHICH IS SET FORTH BELOW: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. /O-,Z5�- (BLKer's Initials) 11. RIGHT OF TERMINATION BY BUYER PRIOR TO CONVEYANCE. In the event that Seller does not tender conveyance of title to the Property in the manner, condition and time provided in this Agreement, or Seller is in default under any other provision of this Agreement, or Buyer determines that the condition of the Property is not suitable, and any such failure, default or condition is not cured within thirty (30) days after written demand by Buyer, then this Agreement may, at the option of Buyer, be terminated by written notice thereof to Seller. 12. RIGHT OF TERMINATION BY SELLER PRIOR TO CONVEYANCE. In the event that Buyer does not pay the Purchase Price and take title to the Property under tender of conveyance by Seller within the time provided in this Agreement, and any such failure is not cured within thirty (30) days after written demand by Seller, then this Agreement may, at the option of Seller, be terminated by written notice thereof to Buyer. 13. LOSS OR DAMAGE TO IMPROVEMENTS. Loss or damage to the real property or any 99999.91556\29800634.1 improvements thereon, by fire or other casualty, occurring prior to the recordation of the Grant Deed shall be at the risk of Seller. In the event that loss or damage to the real property or any improvements thereon, by fire or other casualty, occurs prior to the recordation of the Grant Deed, Buyer may elect to require that the Seller pay to Buyer the proceeds of any insurance which may become payable to Seller by reason thereof, or to reduce the total Purchase Price by an amount equal to the diminution in value of said property by reason of such loss or damage or the amount of insurance payable to Seller, whichever is greater. 14. POSSESSION OF REAL PROPERTY. The Property shall be conveyed to Buyer upon the close of escrow free and clear of any possession or right of possession by Seller or any other person. 15. WARRANTIES, REPRESENTATIONS, AND COVENANTS OF SELLER. Seller hereby warrants, represents, and/or covenants to Buyer that: A. Seller is not a "foreign person" within the meaning of such term under Section 1445 of the United States Internal Revenue Code, as amended from time to time, and shall sign and deliver into escrow a certificate in substantially the form set forth in Exhibit C certifying as such, and sufficient to exempt the Buyer from the obligation to withhold any funds from Seller pursuant to Section 1445 of the United States Internal Revenue Code, as amended from time to time. B. The execution and delivery by Seller of, and Seller's performance under, this Agreement are within Seller's powers and have been duly authorized by all requisite actions, and there are no other parties with any interest in the Property (marital, homestead or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer. C. Seller has not entered into and is not aware of any unrecorded leases or other encumbrances pertaining to the Property, and no party has been or will be granted any license, lease or other right related to the use or possession of the Property. D. Seller has not granted and will not grant to any party, other than Buyer, any option, contract or other agreement with respect to a purchase or sale of the Property, or any portion thereof or any interest therein. E. Until the closing, Seller shall not create or permit any additional lien, encumbrance or easement to be placed on the Property or do or perform any act which would impair or further encumber Seller's title to any of the Property. F. Until the closing, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section not to be true as of the closing, immediately give written notice of such fact or condition to Buyer. G. Seller shall, at its sole cost and expense, take or cause to be taken all actions to do or 9 99999.91556\29800634.1 cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable to deliver the Property to Buyer within the time, and in the condition, required by this Agreement. 16. NOTICES AND COMMUNICATIONS BETWEEN THE PARTIES. Formal notices, demands and communications between the Buyer and Seller shall be sufficiently given if dispatched by personal delivery, overnight delivery service, or by registered or certified mail, postage prepaid, return receipt requested, to the addresses listed below next to their respective signatures to this Agreement. Written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time -to -time designate. 17. CONFLICTS OF INTEREST. No member, official or employee of Seller shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interest or the interests of any corporation, partnership or association in which he is directly or indirectly interested. Buyer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 18. BINDING ON SUCCESSORS. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 19. BROKER'S COMMISSIONS. Buyer and Seller represent and warrant to each other that no broker's commission or finder's fee is payable with regard to this transaction. In the event that any broker, agent, or finder perfects a claim for a commission or a finder's fee based upon any contract, dealings, or communication with either party hereto, the party through which the broker or finder makes its claim shall be responsible for said commission or fee, and shall indemnify and hold harmless as to all claims, liabilities, costs, and expenses (including, without limitation, attorneys' fees and court costs) suffered or incurred by the other party in defending against same. This indemnity shall survive the close of escrow and recordation of the Grant Deed. 20. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties relating to acquisition of the Property. It integrates all the terms and conditions mentioned herein or incidental thereto and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. 21. TIME FOR ACCEPTANCE BY BUYER. This Agreement, when executed by Seller and delivered to Buyer, must be authorized, executed and delivered by Buyer within thirty (30) days, or this Agreement shall be void, except to the extent that Seller shall consent in writing to further extensions of time for the authorization, execution and delivery of this Agreement. The effective date of this Agreement shall be the date when this Agreement has been signed by Buyer. 22. CONTINGENCY. It is understood and agreed between the parties hereto that the completion of this transaction, and the close of escrow created hereby, is contingent upon approval by the 10 99999.91556\29800634.1 Oversight Board, completion of all testing and studies determined by Buyer to be desirable, acceptance of the condition of the Property by Buyer, and completion of all other conditions precedent to close of escrow set forth in this Agreement. 23. INTERPRETATION. Each party has had full opportunity to receive independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. Headings used in this Agreement are for convenience of reference only and shall not be used in construing this Agreement. 24. COUNTERPARTS. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. This Agreement contains the entire agreement between both parties, neither party relies upon any warranty or representation not contained in this Agreement. In witness whereof, the parties hereto have executed this Agreement as of the day and year first set forth hereinabove. MAILING ADDRESS OF BUYER BUYER: 425 Talmage Road, Ukiah Ca 95482 REDWOOD BUSINESS PARK OF UKIAH, a California limited partnership DATE: By: EL DORADO ESTATES, INC., a California corporation, its general partner. By: Gam_ J Name: Its:i;J ` $ 11 99999.91556\29800634.1 MAILING ADDRESS OF SELLER SELLER: 300 Seminary Road, Ukiah Ca 95482 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF UKIAH DATE: I f / 7 B T It 12 99999.915 56\29800634.1 N PLAN ....... ..... .. .. Nie LO FS LOT G qA AC LOT 4.SDAC 5-56 AC 2 Vat PARCEL 2.38 AC MENDOCINO BREW NG COMPANY LOT FS LOT F LOT ACRESF1 0 1.65 ACRES 1.82 ACRE LOT -F1-1 1.62 1.67 ACRES PARCEL 3 B.C2 AC PARCEL 1 LOT GI LOTG2 LOT G,3 LOT r,,49 AC 2.09 ACRES 2.18 ACRES 2.23 ACRES 2-23 Ag EXHIBIT A MAP OF THE PROPERTY