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HomeMy WebLinkAbout2011/09/27 Item 11C H U L A V I S T A HOUSING AUTHORITY AGENDA STATEMENT SEPTEMBER 27, 2011 Item__~~__ ITEM TITLE: RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA (1) APPROVING THE PURCHASE AND SALE AGREEMENT FOR THE FOR THE ACQUISITION OF 710 E STREET IN THE AMOUNT OF FOUR MILLION TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($4,250,000) PLUS CLOSING COSTS;(2) AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERIM OPERATION AGREEMENT WITH THE CURRENT OPERATOR FOR THE CONTINUED OPERATION OF THE EXISTING HOTEL; AND (3) APPROPRIATING FUNDS THEREFORE SUBMITTED BY: ASSISTANT CITY MANAG EVELOPMENT SERVICES DIRECT REVIEWED BY: CITY MANAGE 4/STHS VOTE: YES ~X NO SUMMARY The Redevelopment Agency has adopted aFive-Year Implementation Plan for the Project Areas that established goals and objectives to support affordable housing. The proposed acquisition of 710 E Street is identified as a key catalyst site for redevelopment projects, including but not limited to, the development of affordable housing. Agency staff recommends that the Housing Authority use the restricted Low and Moderate Income Housing Funds, to purchase 710 E Street for a future affordable housing development project. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that there is no possibility that the activity, consisting of the purchase of a 1.89 acre lot, may have a significant effect on the environment. Therefore, pursuant to Section 15061 (b)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. Although environmental review is not necessary at this time, additional environmental review and Bete-rmination will be required as applicable, prior to 1 1-1 SEPTEMBER 27, 2011 Item~_ Page 2 of 6 the approval of any future project specific development entitlements including, but not limited to, site development plans, building permits, land development permits, and conditional use permits. The Phase I Environmental Site Assessment, prepared for the City of Chula Vista by SCS Engineers, found that, "there were no obvious indications that a recognized environmental condition are present at the Site as a result of the current or historical Site land use or from known or reported off-site sources". However, the Phase I does indicate that anoff--site release of tetrachloroethene (PCE), "has reportedly migrated and concentrations of PCE are likely present in the soil vapor and groundwater beneath the site". To address this concern and remediate any potential impacts to the site the Agency will work with the identified responsible party to investigate the soil vapor and groundwater and if necessary extend the current remediation activities to the site. There is aloes-likelihood that either the current owner or the Authority would be held responsible for a release from anoff--site source. RECOMMENDATION The Housing Authority approve the resolution. BOARDS/COMMISSION RECOMMENDATION The Housing Advisory Commission reviewed the draft Affordable Housing Strategy on January 26, 2011. On March 8, 2011, and August 25, 2011, the Chula Vista Redevelopment Corporation recommended that the Redevelopment Agency approve funding recommendations for potential affordable housing projects identified in the Affordable Housing Strategy. On March 8, 2011, the Redevelopment Agency, and Housing Authority approved the appropriation of Low and Moderate Income Housing funds for potential projects identified in the Affordable Housing Strategy. DISCUSSION Back rg ound The Redevelopment Agency has adopted aFive-Year Implementation Plan for the Project Areas that established goals and objectives to support affordable housing. Within the Project Areas and the surrounding residential areas, staff has been actively involved in the evaluation of properties for the acquisition and development of affordable housing ("Affordable Housing Strategy"- map included as Attachment "A") to benefit lower and moderate income households. In March, the City Council and Redevelopment Agency reviewed the potential sites mentioned above and approved a cooperation agreement with the Housing Authority to carry out and implement the City's Housing Element and the Implementation Plan for the Agency's redevelopment projects and the affordable housing requirements and goals thereof. At the time, that action was presented due to potential 11-2 SEPTEMBER 27, 2011 Item Page 3 of 6 threats of the elimination of redevelopment funding, the City's main source of funding for affordable housing. Regardless of continued legislative action against continued revenue, existing Low and Moderate Income Housing funds must be used to increase affordable housing in a timely manner. The current site of the Best Western Hotel (710 E Street), which was included in the list of potential sites in March, was a specific site that received general support by the City Council because it is a transit focus area, intended to offer a variety of uses in a higher density form. The owner of the hotel approached the City about the potential sale of the property. The City owns a nearby property on the corner of Woodlawn and F Street (old City Corp Yard) and Metropolitan Transit Services (MTS) owns the westerly portion of the land on this block for the Trolley line and E Street Station. The combination of public ownership on this block makes a unique opportunity to influence the revitalization and development of the E Street Transit Oriented Development site, including the development of affordable housing. E Street Transit Oriented Development (TOD) Opportunity That particular block is identified in the Redevelopment Agency's Implementation Plan as a catalyst project. For the last 18 months City staff has been working diligently on the potential development of the E Street Transit Oriented Development (TOD) site. In September of 2009 the City of Chula Vista contracted with the Urban Land Institute (ULI) to provide a Technical Assistance Panel (TAP) to explore the development potential for the twenty {20) acres surrounding the E Street Trolley. The TAP process involved approximately twenty ULI professionals, the Chula Vista Redevelopment Corporation (CVRC), city officials and city staff who participated in 2 all-day meetings, extensive review of existing policies and regulations, site design brainstorming sessions, and several months of report preparation. The resulting TAP report provides the City with an overall design and phasing plan, serving as a foundation for further discussion and for soliciting development proposals for the site. In March 2010, the results of the TAP effort were compiled in a report, "Transit Oriented Development Site Recommendations - E Street Trolley Station," prepared for the City by the ULI. Those recommendations describe several paths the City could take to revitalize this key 20-acre property. Development experts from the panel vetted the concept plans, with the goal of determining a realistic and fiscally viable path to redevelopment. A finding of the study was that if the Agency, MTS or a private developer could purchase the Best Western, Travelers Inn and the office building the better the opportunity would be to master plan and develop the site with a great public space and a diversity of land uses. The particular site at 710 E St. may not be the optimal location for the affordable housing on the entire block. But the acquisition of the parcel is a key step in the overall redevelopment of the block. The Housing Authority may need to trade parcels with the City of Chula Vista for a more suitable parcel for the affordable housing. Decisions 11-3 SEPTEMBER 27, 2011 ,I . Item Page 4 of 6 regarding the master planning process will be brought back to all decision making bodies at a later date. Acquisition of the Best Western The proposed purchase and sale agreement (Attachment B) is between the Housing Authority of the City of Chula Vista and Charles Y. Jung. However, the site is currently held under ownership of Tasso Capital LLC. Mr. Jung holds an option to acquire the site from Tasso Capital LLC and therefore the Authority proposes that Mr. Jung exercise his option to purchase and then sell the site free and clear of all liens and encumbrances to the Authority. Mr. Jung originally purchased 710 E Street in 2004 for approximately $5.2 million and was later foreclosed on by Tasso Capital LLC in December 2010 for $4.9 million. The original asking price, in 2010, for purchase of the Motel was $5.5 million, however after several months of negotiations and the completion of an MAI appraisal the Authority and Mr. Jung have agreed to a purchase price of $4,250,000 with Mr. Jung waiving his rights to relocation benefits, goodwill loss and inclusive of all fixture, furniture and equipment. While the Authority, Agency, City and MTS pursue development opportunities the Authority proposes to lease back the operation of the Hotel to Mr. Jung for a period of up to three years. A Lease Agreement will be brought back to the Authority for its consideration prior to the close of escrow. AB26 and AB27 On August 2, 2011, the City Council took actions to ensure the continued existence of the Redevelopment Agency. Specifically, Council introduced an ordinance to participate in the Alternative Voluntary Redevelopment Program permitted under AB 27. Following this meeting, on August 11, 2011, the California Supreme Court issued a stay ("Stay") in the litigation action, California Redevelopment Association (CRA) v. Matosantos (S 194861), which challenges the constitutionality of AB 26 and AB 27. The Stay was granted on all provisions of AB 27, and on all provisions of AB 26, except that the request to stay Division 24, Part 1.8 of the Health and Safety Code (Health & Safety Code, §§ 34161-34167} was denied. On August 17, 2011, the California Supreme Court modified the Stay and clarified that the exception to the Stay of AB 26 includes all of Part 1.8, including section 34169. The effect of the Stay was to preserve the status quo by authorizing redevelopment agencies to perform under "existing obligations" as defined by the statute while preventing agencies from undertaking new debt or making new commitments, among other things, pending the Supreme Court's decision on the merits of petitioners' claims that AB 26 and AB 27 violate the State Constitution and other laws. In addition, the Stay put on hold, the City's ability to participate in the Alternative Voluntary Redevelopment Program as allowed under AB 27. 11-4 SEPTEMBER 27, 2 ~l 1 Item~_ Page 5 of 6 Given the Supreme Court's decision to review AB 26 and AB 27 and its related Stay, the Authority's ability to close escrow prior to the Supreme Court's decision is unsettled. As a result, the escrow period for the Agreement is for an extended period and is intended to insure that the Authority has the lawful ability to engage in the proposed agreement and that funding is available. The Supreme Court has indicated that it intends to reach a decision in January 2012. If the Supreme Court's decision eliminates the Authority's ability to engage in the Agreement or ability to have the Agreement funded, then the Authority may terminate the agreement. Next Steps on the E Street TOD: Staff will pursue the following: • Enter into an agreement with Metropolitan Transit System (MTS) that will outline goals and objectives for the development of the E Street TOD site and contain provisions that will allow the ownerships of the City, Housing Authority and MTS to be reconfigured to maximize the development potential of the entire twelve (12) acres. • Staff will continue to work with MTS, SANDAG and Cal-Trans on designing the grade separations of Palomar, H Street and E Street so that the location of the trolley station at E Street can be defined and accommodated in a master plan. • Together with MTS develop a "Request for Proposal/Qualifications" for a hotel developer, market rate residential developer and acommercial/retail developer. • Upon selection of the development partners we will pursue a Master Plan of the site that will place the various uses (affordable housing, market rate housing, hotel, retail and commercial) in the appropriate locations. • Conduct design charrette for the public plaza and open space with the development partners and the community. As staff completes its due diligence and negotiations, project specific agreements and other necessary entitlements will be brought forward to the City Council and Housing Authority for consideration. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the Redevelopment Agency and Housing Authority members and has found no property holdings within 500 feet of the boundaries of the property that is the subject of this action. CURRENT YEAR FISCAL IMPACT Approval of this resolution will result in the appropriation of $4,250,000 plus associated closing and recording costs in the capital expenses category of the CV Housing Authority Fund for the acquisition of 710 E Street. There is sufficient fund balance in the CV Housing Authority fund for this appropriation. These funds are being spent in 1 1-5 SEPTEMBER 27, 2011 Item '~ P Page 6 of 6 compliance with the laws and regulations that govern the expenditure of Low and Mod housing funds. ONGOING FISCAL IMPACT There may be a positive fiscal impact to the Housing Authority fund from the short term lease payments. The fiscal impact to the General Fund in the near term is neutral as the continued operation of the hotel will maintain the generation of Transient Occupancy Tax while in operation. ATTACHMENTS A. Affordable Housing Strategy Map B. Purchase and sale agreement for 710 E Street Prepared by: Eric Crockett, Redevelopment Manager, Development Services Department, and Amanda Mills, Housing Manager, Development Services Department ~~-6 Attachment A N .. _-ds ,~ j ~.. ~'; 0 -= ._ $'~V ~~ ' ~ . 2 . ~~ =. ~~ PU co o , ~\ t ' -t ` ~, ~ _ c t ~~ ~ ~ ~ w.~ GY~ Av U ft Cµ -- -.: ~ ~ ~ ~ ~, ;, ~,.. ^, ~' ~T Pv ~P~~ l _ ,^, -_ . - rN ~'. Y ~ u, ~ v ° , , ,~ a, ~ ; , -.,_ '`~. ,,. ~_ ~~~" - ~_,. ~.., . i,' l: ~y it~y V tom,. ~~ti e ; ~~" s„ o ~~~ .,,, -- -. ~,r~ _-~.-- y-- ti - ~ „~ .~ _. y.. v~~~ ~ .~ _,. '~`~ t ~~ .~~ c ~ c ~~ ~ N ~ ~. ~ ~ ~ ~ ~ d ' ~ ~ N `N ~ ~ d'k. 6 ~~ C ~ (6 c cQ Qa w a`~ 2 ~ ~ fn ` N T N N d "r ~. -' _- ~- C C C N C~ ~- U ` rn ~. .~ ~~ 0 0 0~ o~ E j ~. O v, > 0 0 0 Y o.-a v>>~ mr-~~~a~~~ ~ C9 ~ N ~ N M ~ Ll) CD I~ c0 ~ ~~~,Ar _.. a ~1 ~ ,. , s ._ . '~ ,.; y, ~~-~ THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL i~ ~'2 Glen R. Googins City Attorney Dated: ~ ~2 %1 ~~ PURCHASE AND SALE AGREEMENT, AND JOINT ESCROW INSTRUCTIONS BETWEEN CHARLES YOUNG JUNG, AND THE Chula Vista HOUSING AUTHORITY 1 1-8 a PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Charles Yong Jung BUYER: Chula Vis#a 1-Iousing Authorit~~ DATED: September , 2011 D~CSOC/1494229v 7/0242 12-00 1 2 11-9 Attachment B BASIC TERMS Effective Date: Property: Seller: Seller's Address: Seller's Representative: Buyer: Buyer's Address: Buyer's Attorney: Purchase Price: Outside Closing Date (or Closing) Title Company: Escrow Holder: The Effective Date shall be deemed to be September , 2011 Real property generally known as: 7I0 E. Street Chula Vista, California 91910 Charles Yong Jung, a married man holding title as his sole and separate property I S Blue Anchor Cay Road Coronado, California 92118 Fax No. (619) 420-6254 Wayne Raffesberger 3145 Seville St., San Diego, CA 92110 Fax No. (61.9) 222-2217 Chula Vista Housing Authority, a public body, corporate and politic 2'~6 Fourth Avenue Chula Vista, California 91910 Attention: Executive Director Fax No_: (619) 585-5698 Stradling Yocca Carlson & Routh 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attention: E. Kurt Yeager, Esq. $4,250,000.00. Within twelve (12) days following the Effective Date Chicago Title Company 535 N. Brand Blvd., 3rd Floor Glendale, California 91203 Contact: aim Preston Fax No.: (818} SSfl-3254 Tower Escrow 3600 Wilshire Blvd., Suite 426 Los' Angeles, California 90010 Attention: Annette Kawana DOCSOCI7 494229v6/(124212-Ofl 11 1 ~~-~0 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into this day of September, 2011 ("Effective Date"), by and between the CHU]LA VISTA FIOUSING AUTHORITY, a public body, corporate and politic ("Authority" or `Buyer"), and CHARLES YONG JUNG, a married man holding title as his sole and separate property ("Seller") for acquisition by Buyer of all of Seller's interests, tangible and intangible, in that certain Property defined and described below. RECITALS A. Pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions between Seller and Tasso Capital, LLC, dated as of September 1, 2011 ("Seller Acquisition Agreement"), Seller has the right to acquire fee title to approximately 1.87 acres of real property located in the City of Chula Vista, California., commonly known as 710 E. Street, Chula Vista, CA 91910 and legally described on Exhibit A attached hereto and made a part hereof {"Property" as more fully defined in Section 1 below). The Property is improved and currently operated by Seller as a 76-unit Best Western Hotel ("Hotel"} pursuant to a Hotel Lease by and between Tasso Capital, LLC and Seller, dated as of December 13, 2010 ("Hotel Lease" 1. B. Buyer is a housing authority organized and existing under the California Housing Authorities Law, Health and Safety Code Section 34200, et seq, and has been authorized to transact business and exercise the powers of a housing authority pursuant to action of the City Council {"City Council") of the City of Chula Vista, a California municipal corporation and charter city ("City"). C. Pursuant to this Agreement, Seller desires to sell the Property to Buyer and Buyer desires to purchase the Property from Seller, on the terms and conditions set forth .herein. D. Prior to or concurrently with the Closing, Buyer and Seller shall enter into a Hotel Lease Agreement, in a form reasonably acceptable to the Buyer and Seller ("Post-Closing Lease Agreement"), pursuant #o which Seller shall continue to operate the Hotel at the Property after the Closing for a specified period of time. Execution of the Post-Closing Lease Agreement is not a Condition Precedent to the Closing benefiting either Buyer or Seiler hereunder and neither Buyer nor Seller shall have any obligation to enter into any future Lease or other agreement permitting operation of the Hotel at the Property after the Closing. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Property to Buyer, and Buyer hereby agrees to purchase the Property from Seller, on the terms and conditions set forth in this Agreement. Seller shall convey to Buyer fee simple, marketable title with the condition of title for the Property meeting the requirements of Section 3 herein for which Seller is responsible. The term "Property" is defined inclusively and collectively for and under this Agreement as the following: {a) The fee interest in the Property; DOCSOC/t494229v7/d24212-OQ 11 11-11 (bj All improvements, if any, to the Property; {e} All rights, privileges, easements, licenses and interests, both tangible and intangible, appurtenant to the Property. "Property" shall be deemed to include, without limitation, all royalties, minerals, oil and gas rights and profits, water and water rights (whether or not appurtenant) derived from the Property that are owned by Seller; (d} All moveable and immovable personal property, equipment, supplies, furniture, and fixtures owned by Seller and located at the Property, if any, as of Closing, as set forth in Section 2{d) below; and (e) All Iicenses, permits, authorizations and approvals issued by governmental authorities with respect to the Properly and the improvements thereon. Z. Purchase Price; Payment of Purchase Price; Settlement. Release and Waiver FF&E. (a) All Inclusive Purchase Price. The Purchase Price for the Property is the sum of Four Million Two Hundred Fifty Thousand Dollars 04,250,000}, payable in cash at the Closing. The purchase price to be paid by Buyer pursuant to this Section is hereinafter referred to as the "Purchase Price." (b} Deposit of Purchase Price in Escrow. As consideration for the sale of the Property from Seller to Buyer, Buyer shall, one business day prior to Closing, deposit with the escrow officer {"Escrow Holder"} immediately available funds in the amount of the Purchase Price, together with funds necessary to cover all of the Buyer's Charges described in Section 11(b). (c} Full and Complete Se#tlement, Release and Waiver. The Purchase Price is all-inclusive and shall remain total compensation paid by Buyer to Seller for all of Seller's interests in the Property, inclusive of any and all rights or obligations which exist or may arise out of Buyer's acquisition of the Property, including without limitation, Seller's fee interest in the Iand, all improvements pertaining to the xealty, all other impravements, furnishings, fixtures, and equipment located thereon, severance damages, if any, alleged pre-condemnation damages, if any, alleged loss of business goodwill, if any, eligible costs directly attributed to the development of the Property, relocation benefts and assistance, if any, costs, interest, attorney's fees, and any claim whatsoever of, by, or through Seller that may arise out of or relate in any respect to Buyer's acquisition of the Property from Seller. Iu this regard Seller acknowledges that based on the advice of counsel, as and if Seller elects to obtain the advice of counsel, Seller is and will be fully satisfied that the Purchase Price is fair and adequate consideratian for all interests in the Property and that it is all-inclusive compensation for the Property. In furtherance of the foregoing paragraph, Seller understands that Buyer would not have entered into this Agreement without Seller's agreement to (i) sell the Property for an all- inclusive Purchase Price and {ii} knowingly, voluntarily, and intentionally waive according to the terms set forth herein, any and all of Seller's interest in or right to any relocation assistance or benefits under the Relocation Laws and for any other or further compensation or consideration for the Property and all interests therein or arising therefrom. Therefore, the Purchase Price has been determined by and is inclusive of Seller's agreement hereunder to fully release and discharge Buyer from all and any mariner of rights, demands, _liabilities, obligations, claims, -or ceases of action, in ~ocsaci~ a94aa~v7~o2~? t~-oo i i 11-12 law or equity, of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising {"Claims"), which arise from or relate in any manner to (i} the sale of the Property to the extent such claims are based on the fact that Buyer is a public entity; (ii) the relocation of any person or persons or other occupant or occupants located on the Property, including the specific waiver and release of any right to any relocation benefits, advisory or other assistance, and/or payments under the Relocation Laws as to whom this waiver and release is effective, notwithstanding that such relocation assistance, benefits and/or payments may be otherwise required under said Relocation Laws or other state or federal law; and {iii) compensation for any interest in the Property or income from the Property including, but not limited to, land and improvements, fixtures, furniture, or equipment thereon, goodwill, severance damage, leases or other contracts relating to the Property, attorneys' fees, or any other compensation of any nature whatsoever. As used herein, "Relocation Laws" shall mean all applicable federal and state relocation laws and regulations, including without limitation, (i) the relocation obligations of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 ("URA"), 42 U.S.C. 4201-4655, and the implementing regulations thereto set forth in 49 CFR Part 24, (ii) the California Relocation Assistance Act, Government Code Section 7260, et seq. and the implementing regulations thereto set forth in Title 25, Section 6000, et seq. of the California Code of Regulations, and (iii) any other applicable federal, state or local enactment, regulation or practice providing for relocation assistance, benefits, or compensation for moving and for property interests (including without limitation goodwill and furnishings, fixtures and equipment, and moving expenses). By releasing and forever discharging claims both known and unknown which are related to or which arise under or in connection with, the items set out in Section 2(c) above, the Seller expressly waives any rights under California Civil Code Section ] 542, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER~ETTLEMENT WITH THE DEBTOR." Seller's Initials {d} Possession and Disposition of Seller's FF&E. Upon the Closing Date, the Property, including land, improvements, furniture, fixtures and equipment, whether immoveable or moveable ("FF&E"}, if any, on, upon, or about the Property shall be deemed to be the property of Buyer. After the Closing Date, the parties contemplate that Seller will continue to operate the Hotel at the Property pursuant to the Post-Closing Lease Agreement and pursuant to such agreement, will have the right to continue to use the FF&E until the Post-Closing Lease Agreement expires or is terminated pursuant to the terms thereof, at which time such FF&E shall remain at the Property for use or disposal thereof by Buyer. Buyer is in the process of conducting an inventory of all FF&E at the Property prior to the Closing; such inventory shall be appended to the Assignment and Bill of Sale attached hereto as Exhibit F and incorporated herein by this reference ("Bill of Sale"). 4 UOC SQC/1494229v7/024212-0011 11-13 3. Escrow and Title Matters. t$) Escrow and Closing. (i) Opening; of Escrow. For the purposes of this Agreement, the escrow {"Escrow") shall be deemed opened ("Opening of Escrow") on the date that Escrow Holder receives a copy of this Agreement fully executed by Seller and executed and attested by Buyer. Buyer and Seller shall use reasonable efforts to cause the Opening of Escrow to occur as soon as possible, but not later than five (5} business days after the Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental Escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no instrument shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the tertn;s of an instrument and the terms of this Agreement, then the terms of this Agreement shall control. Without limiting the generality of the foregoing, no instrument shall extinguish any obligations imposed by this Agreement or any other contract between Seller and Buyer, (ii) Closing. For purposes of this Agreement, the "Closing" or "Closing Date" shall be the date the Grant Deed (as defined below) is recorded pursuant to applicable law in the Official Records of San Diego Couniy. Unless changed in writing by Buyer and Seller, the Closing shall occur on or before February 1, 2012 ("Outside Closing Date"). If the Closing has not, for any reason, occurred by the Outside Closing Date (as it may be extended pursuant to the immediately preceding sentence), then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the Outside Closing Date; provided, however, that if there is a Seller Default or a Buyer Default under this Agreement at the time of the termination, then the termination shall not affect the rights and remedies of the non-defaulting party against the defaulting party. if neither party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon thereafter as Buyer's and Seller's Conditions Precedent to Closing are satisfied pursuant to Sections 7(a) and 7(b) of this Agreement. {]b) Title Matters. (i} Buyer's Title Policy. Concurrently with the Closing, the Title Company shall issue to Buyer a 2006 CLTA or ALTA, at the option of Buyer, owner's policy of title insurance (amended 6/17/Ob} without arbitration provisions in the amount of the Purchase Price, showing fee title to the Property vested solely in the Chula Vista Housing Authority, a public body, corporate and politic, with all property taxes and assessments shown as paid ("Buyer's Title Policy"), in the form of the proforma owner's title policy (marked) attached hereto as Exhibit G and incorporated herein ("Proforma Title Policy"}; provided that the easements referenced as Exceptions 5 and 9 must be removed prior to and as a Buyer's Condition Precedent to the Closing.. The premium for the Buyer's Title Policy and any endorsements required by Buyer shall be charged to Seller and Buyer as described in Section 1 i, subdivisions (a) and (b). Buyer may require, as a Buyer's Condition Precedent to the Closing, that Seller execute an estoppel agreement and/or a subordination agreement in a form acceptable to Buyer, confirming that, as of the Closing, (a) the Seller shall have no further interest in the Property or any portion thereof or any improvements thereon, except as expressly set forth in the Post-Closing Lease Agreement, and (b) the Post-Closing Lease Agreement is expressly subject, junior and subordinate to Buyer's fee interest in the Property as evidenced by the Grant Deed ("Estoppel/Subordination Agreement"). DOCSOC/ 1494229v 7/024212-DO 1 l 11-14 (ii) No New Liens or Exceptions. Buyer hereby objects to any and all liens and exceptions to title not shown on the Proforma Title Policy. Further, during the period commencing on the Effective Date and continuing until the Closing, Seller agrees it shall not cause any new or modif ed lien or encumbrance to title to become of record against the Property, unless such lien or encumbrance is approved in writing by Buyer. Each and every new lien or encumbrance shall be subject to Buyer's prior written consent and unless and until approved by Buyer shall be deemed a disapproved exception to title that shall be removed by Seller at Seller's sole cost as a condition to Closing. 4. Seller's Delivery of Property Documents. (aj Seller's Delivery of Property Documents. Within three (3) days after the Effective Date, Seller shall deliver to Buyer complete, true, and legible copies of the following items (collectively, "Property Documents"): (i) Copies oftax bills, including assessments, if any. (ii) Proof of Sellers' authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company. (iii} Each and every contract, agreement, license and lease relating to and/or affecting the Property, specifying which of such contracts, agreements, licenses, and/or leases are anticipated to bind Buyer or affect the Property following the Close of Escrow, if any (see Exhibit D). {b) Property Documents delivered to Buyer as of Effective Date. As of the Effective Date, Seller has delivered to Buyer the following Property Documents: {i} The Hotel Lease; and (ii) That certain Phase I Environmental Site Assessment, dated as of May 23, 2011, prepared by SCS Engineers with respect to the Property. S. Bnyer's Right of Entry and Tests of Property. From and after the Effective Data through the earlier to occur of the termination of this Agreement or the Closing Date, Seller shall obtain from the current owner of the Property {"Current Owner") permission for Buyer and Buyer's employees, agents, consultants and contractors to enter upon the Property during normal business hours, provided 24 hours priox notice has been given to Sellex and the Current Owner, for the purpose of conducting any physical and legal inspections, investigations, assessments, tests, and studies as Buyer in its sole discretion elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; surveying; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations, including without limitation the presence, release, and/or absence of adverse soils conditions, adverse groundwater conditions, asbestos, lead based paint, and/or Hazardous Materials, as hereinafter more fully defined and described (collectively, "Tests"). 6 DOC:SOC,'i494229v7/0242t 2-Ofl 11 11-15 (a) Conditions to Right of Entry for Tests. As a condition to canducting any Tests, Buyer shall (i} prior to entry, notify Seller and the Current Owner not less than 24 hours in advance of the purpose of the intended entry and provide to Seller and the Current Owner the names and affiliations of the entity or person(s) entering the Property; (ii} conduct all Tests in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Property; {iii) comply with applicable laws and governmental regulations in conducting such Tests; {iv) keep the Property free and clear of materialmen's liens, lis pendens and other liens arising out of entry onto the Property for such Tests performed by or on behalf of Buyer; (v) Buyer to maintain, or Buyer to cause to be maintained by Buyer's contractor(s), workers' compensation insurance on all persons entering the Property for such Tests in the amounts required by the State of California; (vi) Buyer to maintain, or Buyer to cause to be maintained by Buyer's contractor who will be entering the Property, commercial general liability insurance policy with a financially responsible insurance company (or as to Buyer its membership in a joint powers insurance authority with comparable coverage) covering any and all liability of Buyer and its agents, contractors, consultants and employees, with respect to or arising out of the Tests conducted at the Property, written on a per occurrence and not claims made basis in a combined single limit of not less than One Million Dollars ($1,000,000); and {vii) promptly repair any and ail damage to the Property from such Tests caused by Buyer, its agents, employees, contractors, or consultants and return the Property to its original condition (subject to the Tests conducted) following Buyer's entry. Buyer shall indemnify, defend, and hold harmless Seller, the Current Owner and their agents from and against any and all Loss, cost, liability or expense (including reasonable attorneys' fees) arising from the entry(ies) of Buyer, its agents, contractors, consultants, and employees upon the Property for and related to such entry and Tests or from Buyer's failure to comply with the conditions to Buyer's entry onto the Property for such Tests. Such indemnity shall survive the Close of Escrow or the termination of this Agreement for any reason, but shall be limited to actions and inactions arising from and related to such entry onto the Property and/ar the Tests. 5. Due Diligence Natices. (a) Bayer's Due Diligence Notice. Buyer shall notify Seller in writing on or before the date that is ten {10} days following the Effective Date ("Contingency Date" and the period between the Opening of Escrow and the Contingency Date shall be referred to as the "Contingency Period"), of Buyer's approval or disapproval in its sole and absolute discretion of the Property Documents and of the condition of the Property as disclosed by the Tests (`Buyer's Due Diligence Notice"}. Any disapproval shall state the matters objected to and the action Seller would be required to take to remediate or cure the objectionable matters to Buyer's satisfaction. (i) Provided that Seller has delivered the Property Documents to Buyer within the time set forth in Section 4{a}, Buyer's failure to deliver the Buyer's Due Diligence Notice on or before the Contingency Date shall be deemed Buyer's disapproval of the Property Documents and condition of the Property. In such event of Buyer's failure to deliver its Buyer's Due Diligence Notice, then such failure shall be deemed Buyer's election to terminate this Agreement. (b) Seller's Dne Diligence Notice. In the event Buyer timely delivers its Buyer's Due Diligence Notice disapproving any Property Documents or any condition of the Property, Seller shall have ten (10) days from receipt of Buyer's Due Diligence Notice to deliver written notice to Buyer {"Seller's Due Diligence Response Notice") of Seller's election in its sole and absolute discretion to any of the following: (i) decline to remediate all such conditions and to terminate Escrow and this Agreement; or (ii) correct and/or remediate certain {but not all) of the objectionable 7 DOC SOC/149~229v7/024212-0011 11-16 conditions at its sole cast prior to the Close of Escrow; or (iii) correct and/or remediate all objectionable conditions at its sole cost prior to the Close of Escrow. {i} If Seller's Due. Diligence Response Notice informs Buyer of Seller's election to terminate Escrow {choice (i) in subsection (b) above) rather than remediate all or certain objectionable conditions, then this Agreement shall immediately terminate and the parties shall have no further rights or obligations hereunder. Seller's failure to deliver Seller's Due Diligence Response Notice shall be deemed Seller's election to terminate this Agreement (choice (i) of subsection (b) above} and the parties shall have no further rights or obligations hereunder. {ii) If Seller's Due Diligence Response Notice informs Buyer of Seller's election to correct certain of the objectionable conditions (choice (ii) in subsection (b} above}, then Buyer shall have the right, by a second written notice delivered to Seller within five (5) days after Buyer's receipt of Seller's Due Diligence Response Natiee, to agree to accept the Property subject to one or more of the objectionable conditions that Seller will not correct (`Buyer's Second- Due Diligence Notice"), which notice shall list the objectionable conditions remaining that Buyer is willing to accept, in which event Seller may elect, in its sole discretion, to either {A) accept Buyer's Second Due Diligence Notice and proceed to correct the objectionable conditions listed in its notice and proceed with the sale of the Property to Buyer, with Buyer taking at the Close of Escrow subject to such remaining objectionable conditions without any adjustment to or credit against the Purchase Price {subject to Seller's correction of certain conditions to be corrected as listed in Seller's Due Diligence Response Notice), or (B) reject Buyer's Second Due Diligence Notice and terminate the Escrow. {A) If Seller accepts Buyer's Second Due Diligence Notice, then the correction of and/or completion of the remediation or removal of objectionable conditions listed in the Seller's Due Diligence Notice shall be deemed to be one of the Buyer's Conditions Precedent to Closing under Section 7 below, and Buyer and Seller shall exercise good faith efforts to agree in writing on an extended Closing Date, if necessary, to allow those certain conditions to be corrected and completed. {iii) If Seller's Due Diligence Response Notice informs Buyer of Seller's election to correct all of the objectionable conditions (choice {iii) in subsection (b) above), then the completion of the correction and/or remediation or other removal of all objectionable conditions shall be deemed to be one of the Buyer's Conditions Precedent to Closing under Section 7 below, and Buyer and Seller shall exercise good faith efforts to agree in writing on an extended Closing Date, if necessary, to allow all conditions to be corrected and completed. 7. Conditions Precedent to Close of Escrow and Termination Rights. (a) Buyer's Conditions Precedent. The Closing and Buyer's obligation to buy the Property and to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent {collectively, "Buyer's Conditions Precedent'") on or before the Closing Date or such earlier time as provided for herein, which are for Buyer's benefit only. {i) No Termination as a Result of Buyer's Due Diligence Review. This Agreement shall not have terminated pursuant to Sections 3(b) or 5 as a result of Buyer's review and inspection of title moo, the Property Documents relating to, and the Tests on the Property. DOCSOC/1494229v7/024212-001 ] 11-17 {ii) Availability of Tax Incremen# to Pay Purchase Price. The Chula Vista Redevelopment Agency ("Agency") shall have the legal authority to make tax increment revenues available from the Agency's Low and Moderate Income Housing Fund ("Housing Funds"} to the Buyer in an amount sufficient to enable Buyer to pay the Purchase Price to Seller at Closing and the Agency and Buyer shall have the legal authority to expend such Housing Funds for the Purchase Price. The parties acknowledge that, pursuant to AB 26 (defined below) and the Supreme Court Stay (defined below), the Agency is not currently authorized to enter into agreements, incur obligations, or transfer assets to third parties and Buyer's obligation to buy the Property is expressly conditioned upon the resolution of the CRA Action (defined below) in a manner that would reinstate the Agency's authority to make Housing Funds available to the Buyer for the Purchase Price at the Closing. (iii} Seller Title. Seller shall have acquired fee title to the Property. (iv) Buyer's Title Policy. The Title Company shall, upon payment of Title Company's regularly scheduled premium, have agreed to provide Buyer's Title Policy for the Property upon the Closing, in accordance with Section 3(a). (v) Delivery of Documents. Seller's delivery of {A) all items and documents described in Section 8, (B) the list of contracts, leases, licenses, or other contractual rights or options to lease, purchase, or otherwise enjoy possession of the Property (with Seller's warranty and representation that such list and information is accurate to the best of Seller's knowledge), in substantially the form attached hereto as Exhibit E, and (C) full, complete, correct and legible copies of all contracts, leases, licenses or other contractual rights required to be listed and described by Seller in the form attached hereto as Exhibit E. Seller acknowledges that full, complete, correct and legible copies of any and all contracts, agreements, licenses and leases affecting the Properly must be provided to Buyer pursuant to Section 4(a) and that Buyer shall have full right to review and approve or disapprove any and all such Property Documents as a Buyer's Condition Precedent to the Closing. (vi) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shat! be true and correct in all respects as of the Effecflve Date and as of the Closing. under this Agreement. (vii) No Seller Default. As of the Closing, there shall be no Seller Default {viii) Termination of Agreements; Vacancy of Property. Except to the extent expressly disclosed in writing to Buyer (and approved by Buyer) in Exhibits D and E and in accordance with the Post-Closing Lease Agreement, Seller shall have terminated any and all contracts affecting and/or relating to the Property and any and all leases and licenses for space at the Property. Excep# to the extent expressly disclosed in writing to Buyer {and approved by Buyer) in Exhibits D and E and in accordance with the Post-Closing Lease Agreement, all tenants, licensees, or other occupants shall have permanently vacated the Property. Seller shall cause to be removed and/or terminated, at Seller's sale cost and expense, any and all contracts, agreements, leases, licenses and easements relating to and/or affecting the Property, except to the extent such instruments are permitted and approved by Buyer pursuant to Sections 3{b) and 6 above and as expressly disclosed to Buyer in Exhibits D and E and in accordance with the Post-Closing Lease Agreement. 9 DOCSOG 1494229v7/024212-0011 ~~-~$ (b) Seller's Conditions Precedent. The Closing and Seller's obligation to sell the Property and consummate the transaction contemplated by this Agreemen# are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, "Seller's Conditions Precedent") on or before the Closing Date or such earlier time as provided for herein, which are for Seller's beneft only: (i) No Termination as a Result of Buyer's Due Diligence Review. This Agreement shall not have terminated pursuant to Section 3(b} or 6 as a result of Buyer's review and inspection of title, the Property Documents, and the Property. (ii) Seller Title. Seller shall have acquired fee title to the Property. The parties acknowledge that, pursuant to Section 10(b) of the Seller Acquisition Agreement, the current owner of the Property may elect to sell the Property to someone other than Seller if such third party offers to pay a higher Purchase Price for the Property than the Seller is obligated to pay pursuant to the Seller Acquisition Agreement. under this Agreement. (iii) No Buyer Default. As of the Closing, there shall be no Buyer Default (iv) Representations and Warranties. All representations and warranties of Buyer contained in this Agreement shall. be true and correct in all respects as of the Effective Date and as of the Closing. (v} Delivery of Funds and Documents. Buyer shall have delivered all funds and documents and other items described in Section 9. (e) Waiver. Buyer may at any time or times, at its election in its sole and absolute discretion, waive any of the Buyer's Conditions Precedent set forth in Section 7(a}, but any such waiver shall be effective only if contained in a writing signed by Buyer and delivered to Seller and Escrow Holder. Seller may at 'any time or times, at its election in its sole and absolute discretion, waive any of the Seller's Conditions Precedent set forth in Section 7(b) above, but any such waiver shall be effective anly if contained in a writing signed by Seller and delivered to Buyer and Escrow Holder. (dj Terminafion. In the event that each of the Buyer's Conditions Precedent set forth in Section 7(a) is not fulfilled by the Outside Closing Date, or such earlier time period as provided for herein or waived by Buyer pursuant to Section 7(c}, and provided there is no Buyer Default under this Agreement, Buyer may at its option terminate this Agreement and the Escrow opened hereunder. In the event each of the Seller's Conditions Precedent set forth in Section 7(b) is not fulfilled by the Outside Closing Date, or such earlier time period as provided for herein or waived by Seller pursuant to Section 7(c), and provided there is no Seller Default under this Agreement, Seller may at its option terminate this Agreement and the Escrow opened hereunder. Notwithstanding the foregoing, if Escrow is not in a position to close due to a party's failure to deposit into Escrow any documents or funds required for the Closing of Escrow, the non-defaulting party shall not have the right to terminate this Agreement without first having given the defaulting party notice of the default and five (5) days to cure the default, with the understanding that it is the parties' desire that this Agreement not terminate as a result of a technicality such as a party's inadvertent failure to timely make a deposit of a document or money into Escrow. No termination under this Agreement shall release either party then in default from liability for such default. In the 10 DOCSOC/I494229v710242i2-OO] I 11-19 event this Agreement is terminated, (i} all documents and funds delivered by Seller to Buyer or Escrow Holder shall be returned immediately to Seller, provided there is no Seller Default, and likewise (ii) all documents and funds delivered by Buyer to Seller or Escrow Holder shall be returned immediately to Buyer. (i} If Escrow fails to close due to a party's default or breach, the defaulting or breaching pariy~shall pay all Escrow Cancellation Charges. If Escrow fails to close for any other reason, each party shall pay one-half of all Escrow Cancellation Charges. The term "Escrow Cancellation Charges" shall mean all fees, charges and expenses actually charged by Escrow Holder and the Title Company to the parties in connection with the cancellation of the Escrow and the title order. if any. $. Seller's Deliveries to Escrow Holder. At least two (2} business days prior to the Closing Date, except as to possession of the Property which shall be delivered as of Closing, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged: (a} Seller's Charges. Immediately available funds in the amount necessary to pay Seller's Charges as set forth in Section l i (a) herein; provided, however, that instead of depositing such funds into Escrow Seller shall have the right to have Seller's Charges deducted from the sale proceeds due to Seller. {b) Grant Deed. The Grant Deed in the form attached hereto as Exhibit B ("Grant Deed"), duly executed by Seller and acknowledged. (e) Bill of Sale. The Bill of Sale, in the form attached hereto as Exhibit F, duly executed by Seller, with a list of all FF&E relating to the Property appended thereto, as required by Section 2(d). (d) Post-Closing Lease Agreement. 'fhe Post-Closing Lease Agreement, duty executed by Seller; provided that execution of the Post-Closing Lease Agreerrient shall not be a Condition Precedent to Closing. (e) Estoppel/Subordinatiou Agreement. The Estoppel/Subordination Agreement in a form approved by Buyer, in Buyer's sole and exclusive discretion, duly executed by Seller and acknowledged. {~ Licenses, Certificates, and Permits. To the extent the same are within the actual or constructive knowledge of, or in the possession, custody or control of, Seller and are applicable and/or transferable to Buyer, all original licenses, certificates and permits pertaining to the Property and beneficial for, or necessary for, or affecting the use or occupancy thereof; provided that Seller shall maintain ownership of the Hotel business operating at the Property and all licenses, certificates and permits necessary for the continued operation of the Hotel at the Property pursuant to the Post-Closing Lease Agreement. {g) FIItPTA/Tax Exemption Forms. Transferor's Certification of Non Foreign Status in the form attached hereto as Exhibit C ("FIRPTA Certificate") (unless Seller is a "foreign person," as defined in Section 1445 in the Internal Revenue Code of 1986), together with any ll DOCSOC/1494229v7/0242 1 2-00 1 1 11-20 necessary tax withholding forms, and a duly executed California Form 593-C, as applicable ("California Exemption Certificate"), (h} Authority. Such proof of Seller's authority and authorization to enter into this Agreement and to consummate this transaction as maybe reasonably requested by Buyer and the Title Company. (i) Further Documents or Items. Any other documents or items reasonably required to cause the Closing of the transaction contemplated by this Agreement as determined by the Escrow Holder. 9. Buyer's Deliveries to Escrow. At least two (2) business days prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate: (a) Purchase Price. The Purchase Price and additional funds necessary to pay Buyer's Charges set forth in Section 11(b) herein. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one-third percent {3 1/3%) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section 11(d) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Buyer shall execute and deliver three (3) originals of California Form X97 to Title Company at or immediately after Closing. (b) Certificate of Acceptance. One {l) original Certificate of Acceptance executed by Buyer to be attached to the Grant Deed. (c) Post-Closing Lease Agreement. The Fost-Closing Lease Agreement, duly executed by Buyer; provided that execution of the Past-Closing Lease Agreement shall not be a Condition Precedent to Closing. (d) EstoppeVSubordination Agreement. The Estoppel/Subordination Agreement in a form approved by Buyer, in Buyer's sole and exclusive discretion, duly executed by Buyer and acknowledged. (e) Final Escrow Instructions. Buyer's final written Escrow instructions to close Escrow in accordance with the terms of this Agreement. (f) Further Documents or Items. Any other documents or items reasonably required to cause the Closing of the transaction contemplated by this Agreement as determined by the Escrow Holder. 10. Tax Adiustment Procedure. Escrow Holder is authorized and is instructed to comply with the following tax adjustment procedure: (a} Delinquent Taxes. Fay and charge Seller for any unpaid delinquent property taxes and/or penalties and interest thereon, and for any delinquent assessments or bonds against the Property. 12 DOCSOC/i 494229v7/024212-0011 11-21 (b) Proration. Escrow is not to be concerned with proration of Seller's taxes for the current fiscal year. Seller's prorata portion of taxes due at close of Escrow, shall be cleared and paid by Seller, outside Escrow, pursuant to provisions of Section 5082 through 5090 of the Revenue and Taxation Code of the State of California. (c} Refand of Taxes. After the Closing of the Escrow, Seller shall have the right in Seller's sole discretion to apply to the San Diego County Tax Collector for refund of any excess pxoperty taxes paid by Seller with respect to the Property, so Iong as no proration or credit for such taxes was provided to Seller through the Escrow. This refund would apply to the period after the Closing Date and Buyer's acquisition of the Property pursuant to Revenue and Taxation Code Section 5096.7. 11. Escrow Holder Authorization charge and perform the following: (a) Seller Charges. Escrow Holder is authorized to and shall pay, {i) Removal of Title Exceptions. Pay and charge Seller for any amount necessary to cause the removal of any title matters that Seller agreed to remove pursuant to Section 3(b) and to convey fee simple, marketable title pursuant to the requirements of this Agreement. (ii) Seller's Share of Charles of Escrow. Pay and charge Seller for one half (1/2} of the Escrow fee, any documentary transfer taxes, and all title insurance premiums for the Buyer's Title Policy premium which would be incurred for a CLTA standard owner's form policy and the endorsements described in Exhibit G. (iii) The charges set forth in this Section 11(a) are herein referred to as the "Seller's Charges:' (b) Bayer Charges. Pay and charge Buyer for one half (ii2) of the Escrow fees, all charges for recording the Grant Deed, and any additional title coverage requested by Buyer, including the difference between a CLTA standard owner's policy {which CLTA policy and the endorsements described in Exhibit G are and shall remain Seller's Charges} and an ALTA extended awner's policy (collectively, "Buyer's Charges"). (c) Revenues and Expenses. Seller shall continue to pay all expenses relating to the Property (including, but not limited to, utility costs and expenses, water charges and sewer rents and refuse collection charges) and shall continue to receive alI revenues from operation of the Hotel at the Property, .pursuant to the terms of the Post-Closing Lease Agreement. (d) Tax Requirements. Escrow Holder shall prepare and file with alI appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099 S form, and be responsible for withholding taxes, if any such forms andlor withholding is provided for or required by law. (i) California Withholding. in the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Cade ("Tax Code"} as evidenced by the delivery to Buyer at Closing of the California 13 ~ocsocna9a229v~~a2a2~a-ooi ~ 11-22 Exemption Certificate duly executed by Seller, (i) Escrow Holder shall withhold three and one-third percent (3 1/3%) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed originals of California Form 597 to Escrow Holder at or immediately after Closing, (iii) two (2) executed originals of California Form 597 shall be delivered by Escrow Holder to Seller, and (iv) on or before the 20th day of the month following the month title to the Property is transferred to Buyer (as evidenced by the recording of the Grant Deed), Escrow Holder shalt remit such funds withheld from the Purchase Price, together with one (1) executed original of California Form 597 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Escrow Holder as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 597}, to the California Franchise Tax Board. (ii) FIRPTA Withholding. Unless Seller is not a "foreign person" under the Foreign Investment in Real Property Transfer Act or an exemption applies, the Escrow Holder shall deduct and withhold from Seller's proceeds ten percent (10%) of the gross sales price and shall otherwise comply with all applicable provisions of the Foreign Investment in Real Property Act and any similar state act. Seller agrees to execute and deliver Exhibit C, as directed by Escrow Holder, or any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of the Foreign Investment in Real Property Act and any similar state act and regulation promulgated thereunder. (e) Closing Statement. Escrow Holder is instructed to prepare and provide copies of a proposed closing statement and thereafter the final closing statement ("Closing Statement") to both Seller and Buyer. Escrow Holder shall deliver the estimated Closing Statement to Seller and Buyer no later than three {3) business days prior to the Closing Date. (f) Escrow Holder Responsibility. The responsibility of the Escrow Holder under this Agreement is limited to Sections 1 through 12, and l 8(b) and (c}, and to its liability under any policy of title insurance issued in regard to this transaction. 1Z. Clasins Procedure. On the Closing Date, and provided all of the Buyer's Conditions Precedent and Seller's Conditions Precedent set forth in Sections 7(a) and 7(b} of this Agreement have been satisf ed or waived in writing by the appropriate party (per Section 7(c)}, Escrow Holder shall immediately close Escrow in the manner and order provided below. (a) Recardit~g. Escrow Holder shall cause the Grant Deed to be recorded pursuant to applicable law in San Diego County and obtain conformed copies thereof for distribution to Buyer and Seller. (b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) afl charges to Buyer and Seller and withhold funds pursuant to Section 11. The Purchase Price {less any amounts required to be withheld as provided in Section 11(d)) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with such instructions}. (e) Documents to Seller. Escrow Holder shall deliver to Seller, a conformed copy of the Grant Deed, and a copy of each other document deposited into Escrow by Buyer pursuant hereto. 14 ~ocsoc~ia9a2z9v~iaaa2~2-oai a 11-23 (d) Documents to Buyer. Escrow Holder shall deliver to Buyer the ariginal FIRPTA Certificate, the original California Exemption Certificate (as applicable}, a conformed copy of the Grant Deed, the Proforma Title Policy, and each other document {or copies thereof} deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section $. (e) Title Company. Escrow Holder shall cause the Title Company to issue the Buyer's Title Policy to Buyer. (fl Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party in the form of the Closing Statement prepared pursuant to Section 11(e}. (g) Informational Reports. Escrow Holder shall file any informational reports required by Internal Revenue Code Section 6045(e), as amended. Closing. (h} Possession. Possession of the Property shall be delivered to Buyer at the 13. Representations and Warranties. (a) Seller's Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller makes the following representations and warranties as of the Effective Date and continuously as of the Closing, each of which is material and is being relied upon by Buyer {and the truth and accuracy of which shall constitute a condition precedent to Buyer's obligations hereunder), and alt of which shall survive Closing: (i} Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller 'sn connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action (including Seller's exercise of its option to purchase the Property from the Current Owner} will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any individual, director, manager, shareholder, partner, member, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Buyer to consummate the transaction contemplated by this Agreement. {A} In this regard, if applicable, Seller shall deliver or cause delivery to Buyer of true and complete copies of each requisite action or authorization (corporate, trust, partnership or otherwise) that has been taken by Seller or will be taken (immediately after taking such action prior to Closing) when in connection with entering into this Agreement and execution of the instruments referenced herein. 15 DOCSOC/iY94229v7/Q24212-oG t 1 11-24 (iii} The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness ar any contract, indenture, mortgage, deed of trust, loan, lease or other agreement ar instrument {a) to which Seller is a party, or {b) that affect the Properly of which Seller has actual or constructive knowledge, including, but not limited to, any of the Property Documents. {v) To the best of Seller's actual or constructive knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. (vi) To the best of Seller's actual or constructive knowledge, there are no actions or proceedings pending or threa#ened against Seller, before any court or administrative agent in any way connected with or relating to the Property, or affecting Seller's ability to fulfill all of its obligations under this Agreement. (vii) Seller has made no written or oral commitments to or agreements with any governmental authority ar agency materially and adversely affecting the Property, or any part thereof, or any interest therein, which will survive the Closing. Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the impasifiion or deferment of any taxes or assignments respecting the Property. (viii) To the best of Seller's actual or constructive knowledge, Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Property, including the Purchase Agreement and the Hotel Lease. To the best of Seller's knowledge, no document supplied to Buyer by Seller contains any untrue statement of a material fact, and to the best of Seller's actual or constructive knowledge no document omits any facts that would be necessary, in the circumstances, to make the document supplied not misleading. (ix} To the best of Seller's actual or constructive knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements located an the Property encroach on other properties. (x) There are no mechanics', materialmen's or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced for Seller or on Seller's behalf prior to the Effective Date of this Agreement. Seller agrees to indemnify, defend, and hold Buyer and its elected and appointed officials, officers, employees, contractors, and agents harmless from all costs, expenses, liabilities, losses, charges, and fees, including attorney fees, arising from or relating to any such lien or any similar fien claims against the Property and arising from work performed or commenced for Seller or on Seller's behalf at any time prior to Closing. 1 E- DOCSOC/I 494229v 71024212-00 t 1 11-25 {xi} Except for the Post-Closing Lease Agreement and as may be revealed in the Proforma Title Policy and the Property Documents delivered to Buyer by Seller, there are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Property that will be binding upon Buyer or the Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Property to which Seller is a party or of which Seller has actual knowledge and/or constructive knowledge. (xii) Except as revealed in the Proforma Title Policy and the Property Documents delivered to Buyer by Seller, or as listed in Exhibit D attached hereto, there are not any written or oral contracts, leases, licenses, or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any part thereof, and except to the extent expressly otherwise agreed by Buyer, no person other than Buyer and Seller, pursuant to the Post-Closing Lease Agreement, shall have any right of possession to the Property or any part thereof as of the Closing. (A) As of the Effective Date, Seller agrees not to enter into any leases, licenses or easements in the Property (ar any part thereof), or grant any other rights of access, use or occupancy to the Property {or any part thereof) without the prior written approval of Buyer, which may be granted or denied in Buyer's sole and complete discretion; provided that Seller may enter into such licenses and other contracts as are necessary and appropriate for the normal operation of the Hotel. (xiii) Except as revealed in the Proforma Title Policy and the Property Documents delivered to Buyer by Seller pursuant to Section 4(a}, Seller shall not allow, consent to, or otherwise permit any encumbrance, lien, or other exception to title to become of record or affect title to the Property during the period from the Effective Date through the Closing Date, unless such encumbrance, Lien, or other exception is expressly pre-approved by Buyer in its sole and absolute discretion. (xiv) Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any Hazardous Materials on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. (xv) Except as revealed in that certain Phase I Environmental Site Assessment prepared by SCS Engineers and dated as of May 23, 2011; to Seller's actual knowledge no Hazardous Materials exist on, under, in or about the Property, nor have Hazardous Materials ever been transported to or from the Property. (xvi) Until the Closing, Seller shall, upon learning of any fact or conditiari, which would cause any of the warranties and representations in the section not to be true as of the close of Escrow, immediately give written notice of such fact or condition to Buyer. As used herein, the' term "actual knowledge" shall mean the actual, current knowledge of Seller and shall not impose any duty of investigation or inquiry and the term "constructive knowledge" shall mean implied knowledge- due to any notice or other document 17 ~OCSOG1494229v7/024212-0011 11-26 addressed to and evidenced to have been sent to Seller, and any other document in the Seller's possession and control. (b) Subsequent Changes to Seller's Representations and Warranties. If, pxior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item. fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the "Seller Representation Matter"), then the party who has learned, discovered or become aware of such Seller Representation Matter shall promptly give written notice thereof to the other party and Seller's representations and warranties shall be automatically limited to account for the Seller Representation Matter. Buyer shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Seiler if Buyer reasonably disapproves any such change; provided, however Seller shall first have the opportunity to cure the Seiler Representation Matter. If Buyer does not elect to terminate this Agreement, Seller's representation shall be qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such Seller Representation Matter. (c) Buyer's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property, Buyer makes the. following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller, the truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder, and all of which shall survive Closing: (i) Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby pursuant to the terms of this Agreement, subject to this representation not becoming effective unless, until, and subject to this Agreemen# being placed on an agenda of the Buyer's governing board for consideration and action at a duly noticed, open public meeting of the Buyer's governing board, and, if approved, then such representation shall be effective as of the Effective Date. Buyer's execution of this Agreement on or after the Effective Date shall be conclusive evidence that Buyer's governing board has approved this Agreement at a duly noticed, open public meeting. (ii} Notwithstanding anything to the contrary set forth herein, the parties acknowledge that, on 3une 15, 2011, the California legislature passed and, on June 28, 2011, the Governor signed into law, two budget trailer bills ("AB 26" and "AB 27"), both of which are effective immediately. AB 26 adds Part 1.8 to the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ("CRL"), which provides that the Agency is immediately prohibited from entering into contracts, incurring new obligations or transferring money or assets to any other person or entity, and adds Part 1.85 to the CRL, which provides that the Agency will be disestablished as of October 1, 201 1. AB 27 adds Part 1.9 to the CRL, which provides that AB 26 will not apply to the Agency if the City adopts an ordinance electing to participate in the Voluntary Alternative Redevelopment Program and agreeing to make certain annual payments for the benefit of other taxing agencies. (iii) The parties are aware that the validity, passage, and applicability of AB 26 and AB 27 are the subject of judicial challenge(s), including the action: California Redevelopment Association, et al v. Ana Matosantos, et al. {"CRA Action"}, which was filed in the California Supreme Court. The California Supreme Court accepted original jurisdiction of the CRA Action on August 11, 2011, notified the parties of the briefing schedule, and, importantly, issued a stay order affecting Part 1.85 and Part 1.9, but the court did not- stagy Part 1.8 or 1$ ~ocsocrt~~a229v~ro242~2-001 t 11-27 Section 34194(b)(2) of Part l .9, making those laws now effective ("Supreme Court Stay"). Therefore, pursuant to the Supreme Court Stay, the Agency currently lacks the authority to enter into contracts, incur new obligations or transfer money or assets to any other person or entity, except as expressly required by an enforceable obligation, as defined in Section 34167(d). {iv} The parties acknowledge and agree that the Buyer intends to use moneys received from the Agency's Low and Moderate Income Housing Fund to pay the Purchase Price and that, if the Agency is not authorized to make such moneys available to the Buyer for such purpose, then Buyer will be unable to pay the Purchase Price as required hereunder and Buyer will terminate this Agreement for failure of the condition precedent described in Section 7(a)(ii}. {v) Subject to Section 13, subdivisions (c)(iij, (iii} and {iv) above, as of the Effective Date, all requisite governmental action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing Date, no additional consent of any individual, judicial or administrative body, governmental authority or other party shall be required for Seller to consummate the transaction contemplated by this Agreement, subject to no material change in the terms or provisions hereof. {vi} Subject to Section 13, subdivisions (c)(ii), (iii) and (iv} above, as of the Effective Date. the individuals executing and attesting this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. {vii) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement at~d the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer's properties are bound. {d) Subsequent Changes to Buyer's Representations and 'Warranties. lf, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect {collectively, the `Buyer's Representation Matter"), then the party who has learned, discovered or become aware of such Buyer's Representation Matter shall promptly give written notice thereof to the other party and Buyer's representations and warranties shall be automatically limited to account for the Buyer's Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change; provided, however Buyer shall frst have the opportunity to cure the Buyer's Representation Matter. If Seiler does not effect to terming#e this Agreement, Buyer's representation shall be qualified by such Buyer's Representation Matter and Buyer shall have no obligation to Seller for such Buyer's Representation Matter. 14. Conveyance of Property in its Existing Condition. As of the Closing Date, and subject to its rights under Section 5, Buyer acknowledges that Buyer will have been given an 19 DOC SOC11494229v71024212-0011 ~~-28 adequate opportunity to conduct the Tests at the Property. Except as otherwise expressly provided in this Ageement and except as required to be disclosed or otherwise action taken pursuant to federal, state or local laws and regulations, Seller makes no representation or warranty of any kind as to the physical or environmental condition of the Property or in connection with any matter, report or information relating to the condition of the Property, its value, fitness, use, zoning, entitlements, the existence of Hazardous Materials thereon, moratoriums, economic feasibility, developability or any other matter relating to Buyer's proposed use or developmexit of the Property. 15. Seller's Covenants during Escrow Period. (a) New Liens or Encumbrances. Seller shall not further encumber or place any further liens or encumbrances on the Property, from the Effective Date and during the Escrow period to the Closing Date without the express, prior written authorization of Buyer in its sole and complete discretion. Further, if the Buyer does consent to a new lien or encumbrance, then {other than the granting of licenses to Hotel guests pursuant to the Post-Closing Lease Agreement), such lien or encumbrance on the Property shall not survive the Closing Date, including, but not limited to, right of entry, covenants, conditions, restrictions, easements, liens, options to purchase, options to lease, leases, tenancies, or other possessory interests or rights of use or rights of entry relating to or affecting the Property without the prior written consent of Buyer which consent may be withheld by Buyer in its sole and complete discretion. (b) Hazardous Materials. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property; provided, however, the foregoing shall not apply to Hazardous Materials that migrate onto the Property from other property or from sources other than Seller or a party acting under the direction or control of Seller. Seller shall comply with all applicable Environmental Laws in Seller's use, ownership and operation of the Property. (i) As used in this Agreement, the term "Hazardous Materials" or "Hazardous Material" shall mean any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State, or the United States Government, including, but not limited to, any material or substance which is {i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 24, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.$ (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25541 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory}, {iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), {v} petroleum, (vi} friable asbestos, (vii) lead based paint (viii) polychlorinated biphenyls, (ix) methyl tertiary butyl ether, (x} designated as "hazardous substances" pursuant to Section 3l 1 of the Clean Water Act .(33 U.S.C. § 1317), (xi) defined as a "hazardous waste" pursuant to Section 1044 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq. (42 U.S.C. §6943) or {xii) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§9601, et seq. 20 DOCSOC(1494229v7/024212-0011 11-29 {ii) As used in this Agreement, the term "Environmental Laws" shall mean any state or local law, statute, ordinance or regulation pertaining to environmental regulation; contamination or cleanup of any Hazardous Materials, including, .without limitation: (i) Sections 25115, 25117, 25122.7 or 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law}, (ii) Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 {Carpenter-Presley-Tanner Hazardous Substance Account Act), {iii} Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv} Section 252$1 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) Section 311 of the Clean Water Act (33 U.S.C. Secfion 1317), (vi} Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq. {42 U.S.C. Section 6903), {vii) Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq., or (viii) any state or federal lien or "superlien" law, any environmental cleanup statute or regulation, or any permit, approval, authorization, license, variance or permission required by any governmental authority having jurisdiction. 16. Hazardous Materials Indemnification. Seller agrees to and hereby does indemnify, defend and hold Buyer, the Agency and the City and their respective officers, employees and agents ("Indemnitees") harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense {including, without limitation, attorneys' fees and expert witness fees) (hereinafter collectively referred to as the "Claims"}, resulting from, arising out of, or based upon (i) the presence, release, use, generation,- discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any such materials to or from, the Property in violation of applicable Environmental Laws, .whenever discovered and/or (ii) the environmental, soils, or physical condition of the Property, and/or (iii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the presence, use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property whenever discovered, to the extent the occurrences described in clauses (i), (ii}, and {iii) occur or originate from actions, inactions, or events occurring prior to the Closing. This indemnity shall include, without limitation, any Claims for personal injury including sickness, disease or death, tangible or intangible property damage, compensation or lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment. This indemnity shall not include any Claim directly resulting from, arising out of, or based upon the grossly negligent activities of the Indemnitees. Seller shall have no obligation to indemnify the Indemnitees with respect to claims arising directly from that certain plume of groundwater contamination originating from prior uses located at the property described as E. Street Plaza Shopping Center, 640-692 E. Street, Chula Vista, California, as specifically described in the California Department of Toxic Substances Control File Docket Number HAS-I&E 08/04-155. The foregoing indemnification obligations shall continue until the expiration of the Agency's Redevelopment Plan. 17. Default and Remedies. (a} Setter Default. The term "Seller Default" shall mean Seller's failure to timely perform a material obligation of Seller under this Agreemen# within five (5} business days following written notice from Buyer describing Seller's failure to perform. In the event of a Seller Default, Buyer, as its sole and exclusive remedies: (i) may terminate this Agreement, or (ii) shall be entitled to the remedy of specific performance. 21 1}OCSOC/1494229v7/024212-OQ1 ] 11-30 (b} Buyer Default. The term "Buyer Default" shalt mean Buyer's failure to timely perform a material obligation of Buyer under this Agreement within five {5) business days following written notice fromi Seller describing Buyer's failure to perform. In the event of a Buyer Default, Seller, as its sole and exclusive remedy, may terminate this Agreement. 18. General Provisions. (~} Loss or Damage to Improvements. Loss or damage to the Property including any improvements thereon, by fire, other casualty, or acts of God, occurring at any time prior to the Closing of Escrow shall be at the sole risk of Seller. (b) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, "Notices") shall be in writing, shall be addressed to the receiving party, and shall be personally delivered, sent by overnight mail {Federal Express or another carrier that provides receipts for all deliveries), or sent by certified mail, postage prepaid, return receipt requested, to the address listed below: lfto Seller: Charles Yong Jung 15 Blue Anchor Cay Road Coronado, California 92118 Fax No.: (619) 420 - 6254 If to Buyer: Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: Executive Director Fax No.: {619) 585-5698 With a copy to: Stradling Yocca Cazlson & Routh 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attention: E. Kurt Yeager, Esq. Tel. (949) 725-4169 Fax No.: (949) 823-5169 All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written Notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the parties' respective counsels is for information only, is not required for valid Notice and does not alone constitute Notice hereunder. (e} Brokers. Buyer and Seller each represent to the other that no brokerage commission, finder's fee or other compensation of any kind is due or owing to any person or entity in connection with this Agreement. Each party agrees to and does hereby indemnify and hold the other free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying party in connection with this Agreement. 22 DOC S OC/ 1494229v7,~024212-4011 11-31 {d) Waivers and Consents. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller's and Buyer's performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder; provided however that failure of a condition hereunder shall not be deemed or determined to be a default unless such condition is also a covenant. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specif ed in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. (e} Construction. The parties acknowledge and agree that (a) each party is of equal bargaining strength; (b) each party has actively participated in the drafting, preparation and negotiation of this Agreement; (c) each party has consulted with such party's own independent counsel and such other professional advisors, if at all, as each party has deemed appropriate, relating to any and all matters contemplated under this Agreement; (d) each party and such party's counsel and advisors, if so elected by the party, have reviewed this Agreement; (e) each party has agreed to enter into this Agreement following such review and the rendering of such advice, if so elected by the party; and (f) any rule of construction to the effect that ambiguities are to be resolved against the drafting parties shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. {#'} Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and. sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof. {g) Attorney's Fees. In the event any declaratory or other legal or equitable action is instituted between Seller, Buyer and/or Escrow Holder in connection with this Agreement, then as between Buyer and Seller the prevailing party shall be entitled to recover from the losing party all of its costs and expenses including court costs and reasonable attorney's fees, and all fees, costs and expenses incurred on any appeal or in collection of any judgment. (h} Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. {i) Counterpar#s; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall 23 DOCSOC/1494229v7/024212-OOl_i 1 1-32 constitute but one and the same instrument. A facsimile signature shall be deemed an original signature. (j) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. {k) No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto. (1) Amendment to this Agreement_ The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties, hereto. {m) Executive Director Authority_ Buyer's Executive Director or his or her designee shall have the authority to sign this Agreement, closing documents, issue interpretations, waive provisions, and enter into amendments of or supplements to this Agreement on behalf of Buyex, so long as such actions do not substantially or substantively change the terms and conditions of the purchase and sale of the Property as set forth herein and as agreed to by the Buyer in its approval of this Agreement. All other waivers or amendments shall require the consideration and written consent of Buyer's governing board. (n) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (o) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. {g} Entire Agreement. This Agreement {along with the Post-Closing Lease Agreement and the Exhibits hereto and thereto} supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between, and the fiinal expression of, Buyer and Seller with respect to the subject matter hereof The parties hereto expressly agree and confirm that this Agreement {along with the Post-Closing Lease Agreement and the Exhibits hereto} is executed without reliance on any oral or written statements, representations or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation ox pxamise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the parry to be bound thereby. (q) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. {r) Assignmen#. Seller may not assign its interest in this Agreement without the prior written consent of the Buyer. The Buyer's Executive Director is authorized, on behalf of the Buyer, to assign the Buyer's interest in this Agreement to the City or the Agency at any time, without obtaining Seller's consent but after written notice to Seller of such Assignment. 24 DOCSOC/l 494229v7/0242I 2-OQ l 1 11-33 (a) Nondiscrimination. There shall be no discrimination against or segregation ol; any person or group of persons on account of any basis listed in subdivision (a} or {d) of Section 12955 of the Government Code. as those bases are defined in Sections 12926. 12926.I. subdivision (m} and paragraph (1) of subdivision (p} of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. [Signatures appear on following page.]. 25 DOC SOGI444224v71024212-fl0I I 1 1-34 IN WITNESS 'WHEREOF, the parties hereto Dave executed this Purchase and Sale Agreement and Joint Escrow Instructions as of the day and year fu~st written above. "SELLER" CHARLES YONG JUNG, a married man holding title as his sole and separate property Bv: ,. ~-~. r Charles Yong Jung ~ ATTEST: Authority Secretary APPROVED AS TO FORM: Stradling Yocca Carlson & Rauth, Authority Special Counsel "BUYER" CHULA VISTA HOUSING AUTHORITY, a public body corporate and politic By: Executive Director S-1 DOCSOC/ l 494229v710242 t 2-0011 1 1-35 Acceptance by Escrow Holder: Annette Kawano, on behalf of Escrow Holder, hereby acknowledges that Escrow Holder has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between Charles Yong Jung, a married man holding title as his sole and separate property, as Seller, and the Chula Vista Housing Authority, a public body corporate and politic, as Buyer, and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: .2011 Tower Escrow Escrow Holder DOC 5OG i494229v7l024212-0011 Page 1 of 1 11-36 EXHIBIT A LEGAL DESCRIPTION All that certain zeal property situated in the City of Chula Vista, County of San Diego, S#ate of California, described as follows: PARCEL 1: THAT PORTION OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF SECTION 162 OF RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA. COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF SAID QUARTER SECTION 162; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID NORTHEASTERLY QUARTER OF TH NORTHWESTERLY QUARTER 180.00 FEET; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWESTERLY QUARTER 470.00 FEET, MORE OR LESS TO AN INTERSECTION WITH THE SOUTHERLY LINE OF TILE NORTHERLY 190.00 FEET OF SAID QUARTER SECTION 162, BEING THE TRUE POINT OF BEGINNING; THENCE WESTERLY PARALLEL WITH NORTHERLY LINE OF SAID QUARTER SECTION i 62, BEING ALONG THE SOUTHERLY LINE OF SAID NORTHERLY 190.00 FEET, A DISTANCE OF 50.00 FEET; THENCE NORTHERLY, PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWESTERLY QUARTER A DISTANCE OF 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF NORTHERLY 40.00 FEET OF SAID QUARTER SECTION 162; THENCE EASTERLY ALONG SAID SOUTHERLY LINE, A DISTANCE OF 100.00 FEET TO AN INTERSECTION WITH THE WESTERLY LINE OF THE EASTERLY 130.00 FEET OF SAID NORTHWESTERLY QUARTER; THENCE SOUTHERLY ALONG SAID WESTERLY LINE OF 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 190.00 FEET OF SAID QUARTER SECTION 162; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID QUARTER SECTION 162; BEING ALONG THE SOUTHERLY LINE OF SAID NORTHERLY 190.00 FEET, A DISTANCE OF 50.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: THAT PORTION OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF QUARTER SECTION 162 OF RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA. COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF SECTION 162; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER 180.00 FEET; THENCE NORTHERLY, PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWESTERLY QUARTER 320.00 FEET, MORE OR EXHIBIT A-1 DOCSOC11494229v7/024212-0011 11-37 LESS, TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 340.00 FEET OF SAID QUARTER SECTION 162; TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTHERLY ALONG SAID PARALLEL LINE 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 190.00 FEET OF SAID QUARTER SECTION 162; THENCE EASTERLY, PARALLEL WITH THE NORTHERLY LINE OF SAID QUARTER SECTION 162; BEING ALSO THE SOUTHERLY LINE OF SAID NORTHERLY 190.00 FEET, A DISTANCE OF 150.00 FEET TO AN INTERSECTION WITH THE WESTERLY LINE OF THE EASTERLY 30.00 FEET OF SAID NORTHWESTERLY QUARTER; THENCE SOUTHERLY ALONG SAID WESTERLY LINE 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 340.00 FEET OF SAID QUARTER SECTION 162; TI~NCE WEST ALONG SAID SOUTHERLY LINE 150.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 3: ALL THAT PORTION OF THE NORTHEAST QUARTER OF THE NOR'I'IIWEST QUARTER OF QUARTER l SECTION 162, OF RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY. MAY 11. 1869. DESCRIBED AS FOLLOWS: BEGINNIlVG AT A POINT IN THE SOUTHERLY LINE OF SAID NORTHEAST QUARTER OF THE NORTHWEST WEST DISTANT THEREON 180.00 FEET WESTERLY FROM THE SOUTHEASTERLY CORNER THEREON; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHEAST QUARTER OF THE SOUTHERLY LINE OF THE NORTHERLY 190.00 FEET OF THE SAID QUARTER SECTION; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID QUARTER SECTION, A DISTANCE OF 50.00 FEET; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWEST QUARTER, 190.40 FEET TO THE NORTHERLY LINE OF SAID QUARTER SECTION; THENCE WESTERLY ALONG SAID NORTHERLY LINE TO THE EASTERLY LINE OF THE WESTERLY 387 FEET OF SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID QUARTER SECTION 162; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID WESTERLY 387.00 FEET 660.00 FEET TO THE SOUTHERLY LONE OF SAID NORTHEAST QUARTER OF SAID NORTHWEST QUARTER; THENCE EASTERLY ALONG SAID SOUTHERLY L1NE, 100.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHWESTERLY 180.00 FEET OF SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER. ALSO EXCEPTING THEREFROM THE WESTERLY 3.00 FEET OF THE SOUTHERLY 320.00 FEET THEREOF. EXHIBIT A-2 DnC SOC/1494229v7102421 2-00 1 1 11-38 EXffiBIT B GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAiL TO: Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attn: City ClerklAuthority Sec APN: 231-521-03, 231-521-04 & OS {Space above this line for Recorder's Use Only) This document is exempt from the payment of a recording fee pursuant to Gavemment Code Section 273$3. GRANT DEED FOR VALUABLE CONSIDERATION, receipt pf which is hereby acknowledged, CHARLES YONG JUNG, a married man .holding title as his sole and separate property {"Grantor"), hereby grants to the CHULA VISTA HOUSING AUTHORITY, a public body, corporate and politic, fee simple title to that certain real property located in the County of San Diego, State. of California, more particularly described on Schedule 1 attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of , 2011. CHARLES YONG JUNG, a married man holding title as his sole and separate property By: Charles Yong Jung DOCSOC/14~4229v7/024212-0011 EXHIBIT B-1 GRANT DEED 11-39 SCHEDULE 1 TO GRANT DEED LEGAL DESCRIPTION A11 that certain real property situated in the City of Chula Vista, County of San Diego, State of California, described as follows: PARCEL 1: THAT PORTION OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF SECTION 162 OF RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FII,ED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF SAIL? QUARTER SECTION i~62; THENCE WESTERLY ALONG THE SOUTHERLY L1NE . OF SAID NORTHEASTERLY QUARTER OF TH NORTHWESTERLY QUARTER 180A0 FEET; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWESTERLY QUARTER 470.OU FEET, MORE OR LESS TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 190.00 FEET OF SAID QUARTER SECTION 162, BEING THE TRUE POINT OF BEGiNN-ING; TIIENCE WESTERLY PARALLEL WITH NORTHERLY LINE OF SAID QUARTER SECTION 162, BEING ALONG THE SOUTHERLY LINE OF SAID NORTHERLY 190.00 FEET, A DISTANCE OF 50.00 FEET; THENCE NORTHERLY, PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWESTERLY QUARTER A DISTANCE OF 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF NORTHERLY 40.00 FEET OF SAID QUARTER SECTION 162; THENCE EASTERLY ALONG SAID SOUTHERLY LINE, A DISTANCE OF 100.00 FEET TO AN INTERSECTION WITH THE WESTERLY LINE OF THE EASTERLY 130.00 FEET OF SAID NORTHWESTERLY QUARTER; THENCE SOUTHERLY ALONG SAID WESTERLY LINE OF 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 19fl.00 FEET OF SAID QUARTER SECTION 162; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID QUARTER SECTION 162; BEING ALONG THE SOUTHERLY LINE OF SAID NORTHERLY 190.00 FEET, A DISTANCE OF 50.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: THAT PORTION OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF QUARTER SECTION 162 OF RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA. COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF SECTION 162; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER 180 00 FEET; THENCE NORTHERLY, PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWESTERLY QUARTER 320.00 FEET, MORE OR SCHEDULE 1-1 TO EXHIBIT B_ DOCSOC/ 1494229471424212-0011 11-40 LESS, TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 340.00 FEET OF SAID QUARTER SECTION 162; TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTHERLY ALONG SAID PARALLEL LINE 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 190.00 FEET OF SAID QUARTER SECTION 162; THENCE EASTERLY, PARALLEL WITH THE NORTHERLY LINE OF SAID QUARTER SECTION 162; BEING ALSO THE SOUTHERLY LINE OF SAID NORTHERLY 190.00 FEET, A DISTANCE OF 150.00 FEET TO AN INTERSECTION WITH THE WESTERLY LINE OF THE EASTERLY 30.00 FEET OF SAID NORTHWESTERLY QUARTER; THENCE SOUTHERLY ALONG SAID WESTERLY LINE 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 340.00 FEET OF SAID QUARTER SECTION 162; THENCE WEST ALONG SAID SOUTHERLY LINE 150.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 3: ALL THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF QUARTER 1 SECTION 162, OF RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1869. DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID NORTHEAST QUARTER OF THE NORTHWEST WEST DISTANT THEREON 180.00 FEET WESTERLY FROM THE SOUTHEASTERLY CORNER THEREON; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHEAST QUARTER OF THE SOUTHERLY LINE OF THE NORTHERLY 190.00 FEET OF THE SAID QUARTER SECTION; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID QUARTER SECTION, A DISTANCE OF 50.00 FEET; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWEST QUARTER, 190.00 FEET TO THE NORTI-IERI:LY LINE OF SAID QUARTER SECTION; THENCE WESTERLY ALONG SAID NORTHERLY LINE TO THE EASTERLY LINE OF THE WESTERLY 387 FEET OF SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID QUARTER SECTION 162; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID WESTERLY 387.00 FEET 660.00 FEET TO THE SOUTHERLY LONE OF SAID NORTHEAST QUARTER OF SAID NORTHWEST QUARTER; THENCE EASTERLY ALONG SAID SOUTHERLY LINE, 100.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHWESTERLY 180.00 FEET OF SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER. ALSO EXCEPTING THEREFROM THE WESTERLY 3.00 FEET OF THE SOUTHERLY 320.00 FEET THEREOF. SCHEDULE 1-2 TO EXHIBIT B DOCSOC/3 494229v 7/024212-OD I 1 11-41 STATE OF CALIFORMA ) ) S5 COUNTY OF ) On ,before me, ,Notary Public, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name{sj is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/herftheir autharized capacity(ies), and that by his/her/their signatures} on the instrument the persons} or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Notarv Public [SEAL] STATE OF CALIFORNIA } ss COUNTY OF ) On ,before me, ,Notary Public, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in hislherJtheir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person{s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary Public [SEAL] DOC SO CJ 1494224v7J024212-00 l 1 11-42 SCHEDULE 2 TO GRANT DEED CERTIFICATE OF ACCEPTANCE (Grant Deed) This is to certify that the interest in real property conveyed by the foregoing Grant Deed dated , 2011, executed by CHARLES YONG JUNG, a married man holding title as his sole and separate property, for the benefit of the CHULA VISTA HOUSING AUTHORITY, a public body, corporate and politic ("Authority"), is hereby accepted by the undersigned officer on behalf of Authority pursuant to authority conferred by Resolution of the Authority adopted on 2011, and Authority consents to recordation thereof by its duly authorized officer. Bated: CHULA VISTA HOUSING AUTHORTIY, a public body, corporate and politic Executive Director SCHEDULE 2-1 TO EXHIBIT B DOCSOC/149d229v7l024212-0017 11-43 EXHIBIT C FIRPTA CERTIi~"ICATE TRANSFEROR'S CERTIFICATE OF NON FOREIGN STATUS To inform the CHULA VISTA HOUSING AUTHORITY ("Transferee"), that withholding of tax under Section 1.445 of the Internal Revenue Code of 1986, as amended ("Code") will not be required upon the transfer of that certain real property to the Transferee by CHARLES YONG JUNG, a married man holding title as his sole and separate property ("Transferor"), the undersigned hereby certifies the following: 1. The Transferor, Charles Yong Jung, is not a foreign person or citizen, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. The Transferor's social security number or U.S. employer identification number is as follows: _ _.. [insert social security numberj; 3. The Transferor's home or office address is: ~~ ~j ~ ~ o~ ~ t~ Co Yov,.x, ~~ C.Fi q ?1// ~ The Transferor understands that this certification m y be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and i further declare that I have authority to sign this document. CHARLES YONG JUNG, a married man holding title as his sole and separate property ~ By: ~~"~~ Charles Yong Jung EXHIBIT C-1 FIRPTA CERTIFICATE DOCSOC11494229v7i024212-x011 11-44 EXHIBIT D LIST OF CURRENT CONTRACTS. LEASES AND LICENSES Pursuant to Section 13(a){xii) of that certain Purchase and Saie Agreement and Joint Escrow Instructions dated as of ~-t; l~, 201 l ("Agreement"), CHARLES YONG .LUNG, a married man holding title as his s le and separate property ("Seller"}, hereby represents and warrants to the CHULA VISTA HOUSING AUTHORITY, a public body, corporate and politic {`Buyer"}, that the following is a true, correct, and complete list of all contracts, leases, licenses, or other contractual rights or options to lease, purchase, or otherwise enjoy possession of the Property as of the Effective Date (as those terms are defined in the Agreement) and that prior to the times required by Sections 3{b) and 4(a} of the Agreement, Seller shall deliver true, complete, and legible copies of all documents described on the list set forth below. Buyer shall leave full right and authority to review and approve or disapprove all documents described below as set forth in the Agreement and, in the event Buyer disapproves (or is deemed to have disapproved} such documents, Buyer shall have no obligation to purchase the Property unless and until Seiler has caused such disapproved documents to be cancelled, terminated, or otherwise rendered inapplicable to Buyer and the Property, at Seller's sole cost and expense, as provided in the Agreement. 1. Lease Agreement between Great America Leasing Corporation and C&S USA, Inc., DBA Best Western South Bay Inn, agreement no. 485512, dated August 8, 2008, for a term of sixty months, payment of $420 monthly; for rental of a Mitel telephone system. 2. Annual Dues Agreement with Best Western International, Inc. for Best Western franchise membership; dated July 22, 2011; dues period extends from September 1, 201.1 through September 1, 2012; annual amount of $3,874. ('HAR7,ES YONG JUNG, a married man h161ding title as his sole and separate property ~f By: Charles Yong Jung EXHIBIT D-1 LIST OF CURRENT CONTRACTS, LEASES AND LICENSES DOCSOC/1494224v7/024212-00 i 1 11-45 EXHIBIT E CLOSING LIST OF CONTRACTS, LEASES AND LICENSES Pursuant to Section 7(a)(v} of that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of , 2011 ("Agreement"), CHARLES YONG JUNG, a married man holding title as his sole and separate property ("Seller") hereby represents and warrants to the CHULA VISTA HOUSING AUTHORITY, a public body, corporate and politic ("Buyer"), that the following is a true, correct, and complete list of all contracts, leases, licenses, or other contractual rights or options to lease, purchase, or otherwise enjoy possession of the Property (defined in the Agreement), to the best knowledge of Seller, as of , 2011 (insert actual Closing Date]. Full, complete, correct and legible copies of all documents listed below have been delivered to Buyer as required by the Agreement. (Insert list of contracts, leases, and licenses existing as of the actual Closing Date,] (This should be filled in just prior to Closing.) CHARLES YONG JUNG, a married man holding title as his sole and separate property By: Charles Yong Sung I;XIllBIT' E-1 CLOSING LIST OF CONTRACTS, LEASES AND LICENSES DOCSQCl1494229v7/024212-001 I 11-46 EXHIBIT F ASSIGNMENT AND BILL OF SALE This ASSIGNMENT AND BILL OF SALE {"Bill of Sale"} is made as of , 20_ by Charles Yong Jung, a married man holding title as his sole and separate property ("Assignor") in favor of the Chula Vista Housing Authority, a public body, corporate and politic ("Assignee"), pursuant to that certain Purchase and Sale Agreement by and between Assignor and Assignee, dated as of September , 2011 ("Contract"). All defined terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Contract. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, conveys, grants, delivers, transfers and assigns to Assignee, all of the FF&E (defined in the Contract}, to the extent that they are related to, located at, and/or used in connection with the operation of that certain real property located in the City of Chula Vista, County of San Diego, State of California, which is more particularly described in Schedule I attached hereto and incorporated herein by this reference (the "Real Property"}: The FF&E is listed in Schedule 2 attached hereto and incorporated herein by this reference. The provisions of this Bill of Sale shall be binding upon and shall inure to the benefit of the successors and assigns of Assignor and Assignee, respectively. ASSIGNOR: By: DOC SC3C/~ 494229v7/024212-0013 CHARLES YONG JUNG, a married man holding title as his sole and separate property Charles Yong Jung EkH'rB1T F-1 BILL OF SALE 11-47 ScLeduie 1 to Assignment and Bill of Sale Description of Real Properky All that certain real property situated in the City of Chula Vista, County of San Diego, State of California, described as follows: PARCEL l: THAT PORTION OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF SECTION l62 OF RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA. COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORD.iNG TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUN"TY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF SAID QUARTER SECTION 162; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID NORTHEASTERLY QUARTER OF TH NORTHWESTERLY QUARTER 180.00 FEET; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWESTERLY QUARTER 470.00 FEET, MORE OR LESS TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY i 90.00 FEET OF SAID QUARTER SECTION 162, BEING THE TRUE POINT OF BEGINNING; THENCE WESTERLY PARALLEL WITH NORTHERLY LINE OF SAID QUARTER SECTION 162, BEING ALONG THE SOUTHERLY LINE OF SAID NORTHERLY 190.00 FEET, A DISTANCE OF 50.00 FEET; THENCE NORTHERLY, PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWESTERLY QUARTER A DISTANCE OF 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF NORTHERLY 40.00 FEET OF SAID QUARTER SECTION 162; THENCE EASTERLY ALONG SAID SOUTHERLY LINE, A DISTANCE OF 100.00 FEET TO AN INTERSECTION WITH THE WESTERLY LINE OF THE EASTERLY 130A0 FEET OF SAID NORTHWESTERLY QUARTER; THENCE SOUTHERLY ALONG SAID WESTERLY LINE OF 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 190.00 FEET OF SAID QUARTER SECTION 162; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID QUARTER SECTION I62; BEING ALONG THE SOUTHERLY LINE OF SAID NORTHERLY 190.00 FEET, A DISTANCE OF 50.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: THAT PORTION OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF QUARTER SECTION 162 OF RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA. COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF THE NORTHEASTERLY QUARTER OF THE NORTHWESTERLY QUARTER OF SECTION 162; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID NORTHEASTERLY QUARTER OF TI3.E NORTHWESTERLY QUARTER 180.00 FEET; THENCE NORTHERLY, PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWESTERLY QrJARTER 320.00 FEET, MORE OR SCHEDULE 1 TO ASSIGNMENT AND BILL OF SALE DOCSOC/1494229v7/024212-OQ 11 11-48 LESS, TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 340.00 FEET OF SAID QUARTER SECTION 162; TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTHERLY ALONG SAID PARALLEL LINE 150.00 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 190.00 FEET OF SAID QUARTER SECTION 162; THENCE EASTERLY, PARALLEL WITH THE NORTHERLY LINE OF SAID QUARTER SECTION 162; BEING ALSO THE SOUTHERLY LINE OF SAID NORTHERLY 190.00 FEET, A DISTANCE OF l 50.00 FEET TO AN INTERSECTION WITH THE WESTERLY LINE OF THE EASTERLY 30.00 FEET OF SAID NORTHWESTERLY QUARTER; THENCE SOUTHERLY ALONG SAID WESTERLY LINE 1 SOHO FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF THE NORTHERLY 340.00 FEET OF SAID QUARTER SECTION 162; THENCE WEST ALONG SAID SOUTHERLY LINE 150.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 3: ALL THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF QUARTER 1 SECTION l 62, OF RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1869, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID NORTHEAST QUARTER OF THE NORTHWEST WEST DISTANT THEREON 180.00 FEET WESTERLY FROM THE SOUTHEASTERLY CORNER THEREON; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHEAST QUARTER OF THE SOUTHERLY LINE OF THE NORTHERLY 190.00 FEET OF THE SAID QUARTER SECTION; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID QUARTER SECTION, A DISTANCE OF 50.00 FEET; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWEST QUARTER, 190.00 FEET TO THE NORTHERLY LINE OF SAID QUARTER SECTION; THENCE WESTERLY ALONG SAID NORTHERLY LINE TO THE EASTERLY LINE OF THE WESTERLY 387 FEET OF SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID QUARTER SECTION i 62; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID WESTERLY 387.00 FEET 660A0 FEET TO THE SOUTHERLY LONE OF SAID NORTHEAST QUARTER OF SAID NORTHWEST QUARTER; THENCE EASTERLY ALONG SAID SOUTHERLY LINE, 1.00.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHWESTERLY 180.00 FEET OF SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER. ALSO EXCEPTING THEREFROM THE WESTERLY 3.00 FEET OF THE SOUTHERLY 320.00 FEET THEREOF. SCHEDULE 1 TO ASSIGNMENT AND BILL OF SALE DOCSOC/1494229v 7/024212-00 I 1 11-49 Schedule 2 to Assignment and Bill of Sale Description of FF&E [See attached] SCHEDULE 2 TO ASSIGNMENT AND BILL OF SALE DOCSOC! 1494229v7l024212-Ofl 11 11-50 Best Western Inventory Lobby /Office July 5, 2011 ITEM QTY DESCRIPTION 1. 3 - Side chairs wd/cloth 2. 1 - Side table 52" x 1$" mtl, glass 3. 1 - Couch 80" long cloth 4. 1 - Coffee table 48" x 28" mtl, glass 5. 1 - End table 28" x 28" mtl, glass 6. 2 - Arm chairs cloth 7. 3 - Picture 54" x 34" wd/glass 8. 1 - Wall mirror b2" x 50" wd frame 9. l - Rug 123" x 94" 10. 1 - Floor lamp 70" long wd, cloth 11. 3 - Pictures 2' x 2' wd, cloth 12. 1 - Literature rack 13. 1 - Copier Ricoh "Alleio" mdl. MP 2514 14. 1 - Telephone system Page ] NR/RC FMV LV VENDER SUPPLIED Prepared by Crockett & Associates, Ltd. 11-51 Best Western Inventory Lobby / Office 3uly 5, 2011 ITEM CITY DESCRIPTION 15. 1 - Cabinet 30"x25"x70" formica, 2 dr 16. 1 - Bookcase/cart 25" x 15" x 30" wd, 3 tier 17. 1 - Comer desk 48" & 48" x 20" wd const 18. 1 - Refrigerator 4 cf 19. 1 - Microwave i cf 20. 1 - Water cooler 21. 1 - Copier Canon mdl. PC 920 w/ stand 22. 1 - Computer system PMS w/ 3 computers NEW mdl. --- 4 computers Dell "Dimension 3000" 1 computer Compaq "Presario" md1. SR 1575CL 23. 2 - Arm chairs wd, cloth 24. 2 - Arm chairs stl, cloth 25. 1 - Bookcase 23" x 15" x 66" formica, 6 tier 26. 2 - Desks, wd 60" x 30" 27. 1 - Bookcase, corner 20" & 20" x 12" x 83" wd, 6 tier Page 2 NR/RC 1?MV LV NOT COMPANY OWNED Prepared by Crockett & Associates, Lzd. 11-52 Best Western inventory Lobby T Office Juiy 5, 2011 ITEM QTY DESCRFPTION 28. 1 - Bookcase, wd 60" x 24", DIP 29. 2 - Swivel arm chairs plastic, vinyl 30. 1 - Safe Firefighter mdl. FF 3005 2' x 2' x 2 ''/z' 31. ] - File, st] 4 drw,letter Page 3 NR/RC FMV LV Prepared by CrocTcett d; Associates, ,Ltd 11-53 Best Western Inventory 3ung's Offece {Not inspected) July 5, 2011 ITEM QTY DESCRIPTION 32. 1 - Computer 33. 1 - Printer 34. l - Telephone 35. 1 - Fax machine 36. I - Sofa & love seat 37. 1 - Chair, recliner 38. 1 - Bed, king 39. Shelves 40. 1 - Television Page 4 NR/RC FMV LV Prepared by Croclrett & .4ssoczates, Ltd. 1 1-54 Best Western lnventory Page 5 Signs - July 5, 2011 ITEM I'I'I' DESCRIPTION Nlt/RC FMV LV 41, 1 - Sign !, 5' x 2' plastic, dbl face „Lobby" ped mount ` 42. 1 - Sign 12' x 5' plastic, dbl face 'Best Western" et al ped mount w/ 2 bulletins 3' x 2' plastic, sgl face 43. 1 - Sign 48" x 10" plastic, sgl face "Night Window" 44. 1 - Sign 53" x 48" plastic, sgl face "Best Western" ~xepared by Crockett car Associates, Ltd 11-55 Best Western Inventory Exercise Room /Breakfast Room /Storeroom Breakfast Room /Laundry Room /Lunch Room /Yard July 5, 2011 1TEM ~ DESCRIPTION 45. 1 - Exercise b~lce Ironman mdl. 420R 46, I - Treadmill Epic mdl. --- 47. 1 - Stepper Ironman mdl. - 48. 1 - Television, color Phillips 36" diag 49. 5 - Tables 34" dia wd/plastic sgl pedestal 50. 16 - Side chairs wd, cloth S1. 1 - Television, color General Electric 19" 52. 2 - Microwaves 1 cf 53. 1 - Table 30" x 30" wd/formica 54. 2 - Counters 8'x2'x3' wd, 4 dr, 2 drw granite top 55. 1 - Lot misc. breakfast equipment comprising: 1 coffee dispenser 1 waffle dispenser 1 waffle cooker Page 6 NR/RC )~MV LV NON OPERA'T'ED VENDER SUPPLIED Prepared by Crockett & Associarc~; L-td. 11-56 Best Western Inventory Exercise Room /Breakfast Room /Storeroom Breakfast Roam /Laundry Room /Lunch Room /Yard July 5, 2011 1TEM ~Y DESCRIPTION 56. 1 - Lot misc. equipment comprising: 3 stands 2 bread holders 2 pictures 2 cereal dispensers 1 toaster 1 trash can etc. 57. 1 - Cabinet 30" x 25" x 70" formica, 2 dr 58. 2 - Refrigerators 21 cf, 2 dr 59. 4 - Refrigerators 3 cf 60. 1 - Table 3' dia wd(mtl 61. 6 - Side chairs mtl, cloth 62. 1 - Coffee maker 63. 1 - Shelf unit 23'x2'xb' wd, 3 tier 64. 1 - Shelf unit "L" shape 23'&6'x3'x6' wd, 3 tier 65. I - Cabinet 44" x 12" x 43" wd, 2 dr 66. 1 - Washing machine W escomat mdl. Selection 28 67. Wiring safety switch 3fl amp conduit '/." - 10' Page 7 NR/RC FMV LV VENDER SUPPLIED Prepared by Crockett c& fissociaies, Ltd. 11-57 Best Western Inventory Exercise Room /Breakfast Room !Storeroom Breakfast Room !Laundry Room !Lunch Room / Yazd July 5, ZOlI ITEM QTY DESCRIPTION 68, 1 - Washing machine Mi ]nor mdl. 34022TSE 69. Wiring safety switch 34 amp conduit g~tt- 5~ 70. l - Soap dispenser system Ecolab 7l. 2 - Dryers Cissell mdl. L3CED306 72. 1 - Shelf unit 137" x 24" x 78" wd, 3 tier 73. 1 - Shelf unit 94" x 24" x 72" wd, 4 tier 74. 1 - Table 63" x 40" wd const w/ 5 side chairs 75. 1 - Table 54" x 30" wd const 76. 1 - Swivel arm chair plastic, vinyl 77. 3 - Lockers I' x 1' x 5' stl, 5 dr 78. 2 - Refrigerators 4 cf 79. 1 - Vending machine w/ change machine 80. 1 - Shelf unit "L" shape 6'&21'x2'x6' wd, 4 tier, 2 dr Page 8 NRlRC P'MV LV NOT COMPANY OWNED NOT COMPANY OWNED Prepared by G•ockett & Associates, Ltd. 11-58 Best Western Inventory Exercise Room /Breakfast Room /Storeroom Breakfast Room /Laundry Room /Lunch Room /Yard July 5, 2011 JTEM QTY DESCRiPTiON 81. 2 - Arm chairs cloth 82. 5 - Tables 4 '/' dia mtl/glass w/ 4 arm chairs 83. 3 - Vending machines 84. 1 - lce machine Scotsman rndl. --- S5. 1 - Lounge chair mtl, plastic ' Coca Cola NR/RC FMV Page 9 LV NOT COMPANY OWNED' Prepared by Croc7cett & ~Lssociates, Ltd 11-59 Best Western Inventory Page 10 Exercise Room /Breakfast Room !Storeroom - Breakfast Room /Laundry Room /Lunch Room /Yard July 5, 2Q11 ITEM ~ DESCRIPTION NR/RC FNfV LV 86. 104 - Beds, queen w/ mattress box spring frame headboazd 87. 52 - Floor lamps 60" high mtl base cloth shade 88. 99 -Night stands 22" x 17" wd, 1 drw 89. 120 - Watllamps 2 lamp 22" x 20" mtl, cloth 90. 150 -Pictures 44" x 33" wd/glass frame 91. 74 - Side chairs wd, cloth 92. 52 - Writing desks 48" x 24" wd, 1 drw 93. 30 - Swivel arm chairs plastic 94. 52 - Table lamps 26"high 95. 52 - Televisions, color General Electric mdl. 25GH350 25" diag 96. 52 - Dressers 32" x ZO" x 36" wd, 3 drw, shelf 97. 31 - Cabinets 24" x 24" x 72" wd, 1 drw, 2 shelf Prepared b3~ Crockett & Associates, Lid 11-60 Best Western Inventory Page 11 Exercise Room /Breakfast Room /Storeroom - Breakfast Room /Laundry Room !Lunch Room /Yard July S, 2411 ITEM. DTI' DESCRIPTION NR/RC FMV LV 98. 76 - Safes Safemark 17"x14"x9" d'egital lock 99. 76 - Microwaves Magic Chef 1 cf 104. ,76 - Refrigerators Tatung 4 cf 101. J - Lot misc. equipment comprising: 52 coffee pots 152 waste baskets 49 hair dryers 49 ironing boards 49 irons 104 soap dispensers 52 clock/radios etc. 102. 23 - Tables 42" x 22" wd coast 103. 24 - Table lamps 32" high mtl, clock 104. 24 - Arm chairs cloth 105. 25 - Beds, king w/ mattress box spring frame head board 146. 24 - Dressers 3 8" x 23" x 77" wd, 3 drw 107. 24 - Televisions, color Zenith 21" I08. 23 - Writing desks 52" x 30" w~„ 2 dr~N Prepared by Crockett d Associates, Ltd 11-61 Best Western Inventory Exercise Room /Breakfast Room !Storeroom Breakfast Ro om /Laundry Room /Lunch Room /Yard July 5, 2011 ITEM TY I DESCRIPTION 109. 23 - Swivel arm chairs plastic, vinyl 110. 23 - Wall mirrors 28" x 42" wdframe 111. 3 - Side tables 22" x 16" wd const 1 l2. 1 - Coffee table 4' x 2' wd const 1i3. 1 - Couch T long cloth 114. 1 - Cabinet 22" x 24" x 68" wd, 4 tier 115. 2 - Dressers 38" x 24" x 68" wd, 3 drw 116. 2 - Televisions, color RCA 2i,. 117. 4 - Pictures 31" x 27" wd/glass 118. 1 - Wall mirror 28" x 42" wd frame 119. I - Wardrobe 22" x 24" x 68" wd,1 dr 120. 1 - Table 28" die wd, sgl pedestal J2J. 2 - Plants Page 12 NR/RC FMV LV Prepared by CrocFett &.4ssociates, Ltd. 11-62 EDIT G PROFORMA TITLE POLICY [At#ached on following gages.] EXHIBIT` G-1 PROFORMA TITLE POLICY DOCSOC! 1494229v7/024212-OOI 1 11-63 - This is a .Pro Forma Policy. It does nat.. reflect the present state of tie Title .and is nat ~ ca~nitment ttr (i} 'insure the 'Title or _(u) issue $ny of the attac~ted endozsements~ Any such ca~zmitmeht fnust be an express written undertaking am agprapr~ate forms of t1i~ Campanp. S~HEAiJLIE A A.inoetnt of Insurance;. $4, 250, 444.40 Pa~icy.No, 216430692 - H5~ Dale of Yaliey: at PROFORNfA Premium: 1. name of Insured:. _REDFsVF~LOPMEi~IT AGEL3CY OF THE ~ZTY 4F CHU.t:P_ VISTA, A PtJSLI~ .BpDY;~ CORPORATE AND r~o~ITIe 2, Tlie estate or interest in: the land wtiich:is covered. by this .gobry isa P. "FEE: 3. Title to the estate .or interest in the Land is vested in, REDE'VELOBN€ENT AGENCY .OF THE: CITY OF CHULA VISTA, A PIIB~IC BODY,' CORPORAATE. AND pOI,ITIe , 4, The landzefcrred to in this:pglicy is:siiuated in the Ca_unty oESAN DIEGa Ca9iSornia and described as follows: EEE ATTACFiEi3 DESCRIPTION i T1iis Policy valid only if Schedule B'is attached, ~PI~C~TOFSS ~ i 2(Os/s D AA 11-64 ,`fate of. Polish°Na. 3.1.603059:2 -~i55 Page. 2 DESCRTPTI~N` ALI, TAT CERTF,IN. REAL P.Z3E'E'RTY SSTt7A'TED IN THE COUN3`1'' bF :SAN BIFsGQ, S.3".A.TE :OF CAI:,IF~RA?IA,. DE$CR~B~. AS -FOLLOWS.s _ 2~AR~Ei~ :1 ~: 'THAT :PORTI:023 OF THE .1+?ORTHEAS3'ERLY QUARTER OF` THE. NORTHWESTERLY. QLAl2TER `~F SECT7'9N'1.5 OF RANeAO DE ~,A `NAGION; 7:N ~'HE CITY OF CHt7LA `VISTA; COUNTY C-F SP.ly I7IE~0,. STBT& .O CALIPOENJ..A; A.CCQBi]IN(3. TO MAP: T~iER.EOF' 230;:: '165; F'ILET7: ~ 'T33E; C7F'FIC~ OF THE. CO'CTI~TTY 1tEC0RpER OF, SAN DIEGO. COIIDTTY, DESCRIBEI}': AS FOLLOWS: COMMENCING ,AT :THE SOU'tIEASTERL3t :COR3JER _qF _.TIiE :NOR'THEASTEl?DY° '_QLFAR7 `'13CRTEitT~ES.TERI;3t :Qi7ARTER. OP SAIA :QUARTER' SECTION '7:52; 'THEN:C$ Y4E$TERT SC?U'TIxERL.3Y LINE ~DF' SAI~3 .2TORTHE33STERLX ,¢UAR,TER. OF TH NOR'TIi~TESTERLY :.:. . .:THENCE `I301~THERI;'L PARAT.liE3:, WI`PH< TI3E `fiASTERLSC: I,ZNE OF SAID =NQRTFiWE~ ,. F'FSET, MORE OR LESS T'O A3~ INTEI~SEOTION WITH THE SOCTrHERLY:LINE .OF: FEET :OF SAID:, QtTART.EI; SE:CTION.:]:62,.:BEING: THE TRUE P031Jfi OF SEGIi3N7 TNG ~ Pr°- RAI.;IiEI; ~'9.TTH ;iQQRTHEI2LY' IiTNE OP SAD QCTA1tTER.- SE_ GTZQI~I ;152 , BE . DINE >OF.. SAI73 IdORTHE~'tLY'1~0.00 ::FEET, . A D3STATCE 4F.. S-O., DO..; FEET;- -TH] `Pr~iRATSL,ETi TR~`IT~1 THE :BP:STEliLY E~3NE OF- 'SAND' 2~7t?RTHWESTERLY S2LTAR'~ER :A...:7 .;FEET `TO Atd: S13TEREECTION WI'I`H TI-iL 'S4T3THERLY LINfi OF NORTHPsRLY.. 40..E QT7ARTE12 SEC'PTON 162.r 1'2iENCE EASTERL3' -Ai;ONG SAID SOUTI3ERI,Y I;7NBr :% FEET TQ; RN II3TERSECTIOI3 WITfI~ THE Y;ESfiERLY LISTS OF 'THE EASTERLY 1. ... _ NORTHWESTERLY QUARTER.; TH~1CE SCIUTH•ERLI': ALO13G _S~2D .WESTER:-LY LZNE TNTERSEC.TIOI±f WITH T3iE. $.OUTF3ERLY' I;INE OP TF~E :NORTHERZY: 19:0_, 00 FEE' SECTYgN: 2'62<. TEiEI+~CE WESTERLI" PARAI;LEL iRIITH THE :NORTHERLY- I;INE :OF. 1U2 :. ;BEING ALONE THE 'EOT3THERT;Y .LII~TE; OF SAID NORTHERT.,~` 19:0..00 FEE' _.. 5.•0 0:0 FEET 20 T'~IE TRUF ,POINT OE`'SEGINNIfi~G.: =PARG'ESi 2': 2:. OF TH3s ';??:LONG THE`: 3ARTER Z8:Q,0:0 FEET; ERLY `QTIRRTETt: 4 7 t3 .:0 0: EXE :4TORTIiERIsY 190.0:0: ,-- THE23CE 4ESTERZ~'Y pNG THE SOUTFiEbtLY` CE rTC?RTHEI~2LY,. STAND OF 15 D.0_0. .;FEET- •_OF SASD DISTANCE OR' 100, OA ,:: p.0 F.EET QP SAID F 150:v00 FEET' TO AN OE? SA3:I3 QUARTER AIA"~UARTER:.SECTION A. `D3:STANCE :OF' THAT PORTION, OF THE' NORTHEP,STERT;'Y QUARTER QF THE NQR2"HWESTERLY. ¢L1'ARTER OF QL7ARTER` SECTS4N '7.62 :t}F, 'RANCHO: DE L~1 :NACION., IN ,.THE, CSTY OF =CHU~A. `VIST`A- OpU~7TY 0~' ..SAN ::DZEGQ: STRTE ~F CALIFORNIA, .ACCORDING TC2 `~P: T~3EREp'F '.NQ.: 1°65, :FILED IN 'TIiE .O.FFICE ~~` TIiB COUN'Z'Y fiEC`4RDER OF SAN DIEGO. COUNTY.,: ;DESCRIBET). AS ~'ODLOWS:: COMMENCING: AT THE. St}UTfiF-:2~ST'-EFtLY CC?RNER . °flF 'THE `NOR'THEASTERLY `~Lt~R.'. NORTEW~S.TERL'i QUARTER:. OF SEC7?YOI51 3,627 THENCE :WESTERLY AI~DNG THE I ~: SAID .:NOR.TIiEASTERLY..QUARTER OF TFIE: 1±TORTHWESTERLX QUARTER _180.00.. F 'NORTI3ERLY, PARAI;IiET, WITH: THE: EASTERLY I~1`t3E ~.1F .SAI17 NOFC.`PIiWESTSRLY N10ltE `OR LESS; TCJ. AEI 7Z3!I'ER:SEC'TIOIJ WIT~i .TFIE SO'(iTHERLYr UZNE:: OF 'TFE ()~' SAID QTJARTER SECTION 162:: TO 'THE TRUE F?OIN T OF BEGINNING,; TT3E IV'ORTT3ERI~Y `A~,ONG SAIi} 'PAR3~LI~EIi LI33E 250.00 :F'EE'T TO AN INTERSECTZO I~TNE ; OF THE NORTHERZ:X :9.90':.0'0 FEET. 4F SAID QIIAR'TER SEC'TIOII 152 ; ~ T .. pAR~iti~EL Tt]ITTi.TFLE" IdORTFiERLY LINE 'OF SAID QUARTER :SFCTIC3N 152; BE _ >_ SOUTHERLY ;L3NE QF SATD .NOR2`HERI.,1' 190.OD, FEET, A DISTAA7CE,, OF' 3.5:0. Z~TTERSECTTOi3 WTTH THE- WESTERLY Z,INE aF ` x'FiS EASTr,RL"Y" 3-0 ..00 FEET C QiJ.?~RTERi THENCE:. $OUI'S~ERZ.~X ALONG: SAID iryiES,TT3RIrX 73INE .15.0,. QQ FEET. 3 WITH THE 50iXTHERLY LINE OF THE: ~70RT?iERDY 34D`. Q0 F$ET OR ,SAIL .4UA 3'~iE~7CE. WEST 'P:UONG SAID SQUTHERLY ITNE '150..0':0 FEP:T 'i'0 TF~ TRUE PC R. aF THE 3UTHERI::`l LINE -DF ~~,; T~iEUCE 2UAR`PER 320.OQ FEET;;..: ~I{THERLY 34~.,D0 FEET wE CONTINUING. W=T33. THS SOUTHERLY ENCE 'EASTER.TY', LTG AT:,SO THE 0. FEET TO - uAID 230RTFi'6±1ESTE~LLY AN I7i1SECTI0II _ TER SECTIOI~T 152; NT OF BEGIND17~?G. P_ztiRCE:L 3: ALL. Tii:TiT PORTION OF THE. I30RTFIEAST QLiARTER OF ~''HE° .NCRTHNiEST QF3ART~R OF ~iUARTER SECTION 1:52, OF :BI-'L13C1d0 DE LA I~iACION, EN THE CITX OF Ck?[75~1 iT=STA, Ct~III~TT;' Or ~P1t7 DIEi~O, S'£ATE 11-65 P~IicyNQ. 116030692 -H55 P~ge::2 DE~aCRIPTIIOI~i Off` C~SLIFORl~TIA;, AGGORDSI~TG TQ MAP TIEREC)P NO :.166, PILED zN THI3 D~'I"ICE '(?F THFs ~'OUNTY _- .RECORDER Ok' S.AN:DIEGO COETNTI', ,MAY 1.1, 18:6.9,. DES~,YBED AS FflLI;QWS 3 BEGTNNINCz AT ~1 POINT ,IN THS SOTITH&RLX LINE OF ~.SATD RTORTHEAST. (ZYJAgTER OP THE NORTHWEST WEST -DISTANT THEREON 18:0._ 00. FEET WESTERLY FROM .'THE SOL7Ti3EASTERLI' :CE3RNER .THER'EON',' THENCE NORTF3ERLY PARALLEL WITIi THE E.~LSTERI;Y LINE .OF SAID NORTHEAST :Q17ARTER Q~ THE S.OUTHERLY`TINE OF `IHE NOR"PHERI;Y 190.00 FEET OF .THE SAID QUARTER ~°ECTION; THENCE WESTERLY pA~iALLLI.~ WITfI THE ;NaRTI3EItI;Y I;INE 0~' SAID QUP.RTER ,SECTION, A :DISTANCE OF 5,.0.0 FFsET; :THENCE NdRTIiERT;Y P11RAI~LEL W:3TFi THE: EASTERLY :LINE OF' SAID NORTHWEST QT.7AR'i'ER, 190.:00 FEET TO THE NnRTiiERLY LINE OF :SAID 'QUARTER SECTI~N_; THk~?CE WES'I°ERI,Y ALONG SAXD I3ORTHERI,2' "LINE- TO THE. EASTERLY LINE OF THI's' WESTERLY 3~7 'FEET OF 'SAID NOStTFiE~YST QUARTER OE' T'HE Nt'iRTHWEST QUARTER OF SAID QUART~;R SEGTIfi'~N '162.; fiIiENCFs' SCJUTHERI,Y RI.,OI3G T$E EASTERLY I~SI+7E OF S?3ID WESTERLY 3$7.0:0 FEET 6b0:.00 FEET TO THE.. SOUTHERI,X "LONE OF'' SAID ATbR'PI-IEAS`T .QUARTER. OF 'SAID NORTH~iEST QUARTER; THEI3CE EASTERLX _. A:uO~7C~ SAID,. SOUT~IERIX LTIdEY 10:4:.00 FEET' TO POINT- OF EEG2NfiIZ1~26: F.3CCEP'PING THEREFROM THE. 1+7ORTHV7ESTERLY 380.'00 FEET OF SAID NORT'I'IEI`i$T QUARTER OF THE I~7ORTFiWEST (?UAR.TF.R. ALSO EXCEPTING Ti~REEROA'l THE. WESTERLY 3 ; Q 0 FEET OF .THE SOU'I'HERyY. 320.00 FEET T~iEREOF.. 11-66 :.. - __ 'i'bis :is a Pzo Forma Pal~cy: 1t does .not reflect the present :state of the -T'itle• anal is not a coi3atsu~nent to: (i) insure. the 'Titre, or (.) issue a3y of ~tle aftached `eadoxsements. Aziy such- cnxnzni#:zaent.must.be an express wr3ctten txr~deztaking;og:apPropiiate fozzr~ cry th~;Ca~spaxty: 'S(7I::E i3' 3:1GC?3:D5:92 = FOSS EXCE~'TI~JI~S FROM`COVERA.GE _ :. 'I`ius.:palicy does p~k+iasure;agai~st loss or damage:{anti the Gainpanyrt~il nvt .padcosts, attorneys fees cirea~ienses) ~ihicfii arise by reascin-of:; PAST I 1: Taxes ox assessments wfuc'a ale not sEZO~i as' existing liens by the records of. any ta~ring:authoniy that levies taxes or ascessmeuts on:real property or"by'fhe ptibfic reGC~r~s. ;Frviceedings `by a ~ub~c_age~cy w~ich.xnay resu€t in taxes or assassm~nts; gr:no~ices;of such;prcceedings, whither or-not. s~6ownby'the recaids of such agency or by!the public records. 2. Ariy facts, rights; interests:or claims rvheh are not sh©wn by the publicrecvrds:but ~vi~ich eoald be:ascettaiueti by a~i inspection of the l"and or'winch`ma}~ i?e asserted ti}f peisozzs.im possession.thereof -. ~: 3. - Easements; hens :~r:encum~bi~rces, or. _clavns thereat which are not; s~iown,by the public. recur , 5. ~4.:Descrep~cres; :confirets in boundary fines; sisoxfage to area; encra~chiz~ents or ari}+:atheifacts ~rhicli a correct survey would disclose, andtxthic~are not shown liy the putilicsecti-ds. s :5:. ~a~ Unpatened nirung.clafms, (ti):reserva2ons ~r exGep$ons m -patents: or in ~cGs author~Ling the issuance fihereo~ Vic) wafer sights, claims tir. ti7e to water, whexlier or:aat the.rrratters solder excepted (a); {b) .or (c} are:shown by the ppblie records' ~'AR'I° II - _.. , aa 1, PitOPERTY TAXF,'S:, INCLt7pil?iG ATTY ASSE,SSMEhr~'S COZ;?~ECTETi" WI'1'Ti T~3CES; Tg BE I,~tXTED k'QI2 ~'HE ~`S5 CAL YgAR . ~D 1.1 2 0;12 .`HAT' ~R.F3 :A LIEI3 3QQT 1'ET 7~UE , T2A'Y:FiJ3LE ' Qa'2, P:.SC?RI`AINASliE e +2. THE LIEN OF '$LXPPLEPdENTAT, OA ESCAPED ASSESSMENTS OF' P?tOpERTSC Tp.XES,; :IF A2?X. NFAI7E E?URSUAt3T TQ THE 'PROtv'I'SIG7N8 OF PART 0.:.5; CHAF?TER 3-- 5. OR PART :2., CHAPTER.. 3 r ARTICLES 3 ~ ~ RES:PECTIttELY (.CdNQ2ENCING t~TTF3: SECTION ?:5 ~: OF THE RE7E. .. - :. , ,, AIZD. -TAXATIQN. ~Oi3E OF TIiE_ STATE Off' ~P.LIFC2RNIA AS A RESL7LT OF` T~iS TRANSFER- OE .TITLE .T~J .THE I~ESTEE; NRI~iED. II~i SCF~EDULE' ~: ;tJR .Aa A -RESL7LT OF CHFiNGES _IN OW2~T $.SF'!IP ;OR: NEW ;COI?SI'fZUCTI4DT OCCL'fRRING ;PRIOR TO DP_TE::C3F' PC~I,TCY~ ,p `3.; i~ATER RIGIiTS,. G71AII+iS 'tTFt TITLE 'T4 WA'TE~t, Tn2HETHr.R. f~R "NOT SHOyv~ BY THE..F'T7ST,IC: RECC?RDS . .p, 4. AN $ASEMENT' :FOR `TiiE- PURPD.SE _$F30V7.N~ BELOW, ':AND RZGH'~'S I3~1CZDEN'F.#iL-'I':Ff~ER~ETO ~AS. SET: FOEt~'H I?~ A DdCiIMEI?TT, GRANTED TO':; KIMBALL BRC3fi:HE13S 44ATER COMPr~,NY PURPOSE: FZUMES :AN77 CANALS., OR AQt3EDLTCTS ,AND R~uHTS- TNCTDEN'I`AZ, THERETO ;' S RECORDED.: IN $flOTC 'T, PAGE .12-4 OF DE ENT OF SAID; EASE€~NT IS ``NCST AFFE~'I'Sz TFE ENACT LOGATIGQIJ AAT'D 'EXT DIS:CI;OSEi~ •O~' RECORF?,. ~ 5. ?~?iT E:~SEMENT F'OR T~ PiJ12•POSE $HOV:N BELOW AN33 RIGEi'PS INCIDENTAL THERET{~ AS 5ET PR(^LT4S€ - Y2r 961 tL A4 1 1-67 Policy No. T~6i33Ofi.92 =FI55 Page Part.il FORTH .IN A DOCUMENT PURPOSE.; RECO~7ED AFFECTSz SCHEDULE B { coN`T . ~ INGRESS A25D EGRESS AND VEHICULAR PF,FtKING L~OVEMBER 2; 1$67` AS FILE T30. 1.967-171x4$ OF OFFICIAL ~,~coRi?s - TEiE ROUTE .THEREOF AFFECTS.: A PORTI023 Q$ SAID .LAND P.ND IS MOR1; ~'T3LLY .DE~CRZ;F3ED IN SAID .DOCUMENT. a {.. AN .EASEMENT FOR. THE PURPOSE :SHOWN' BELOW: AND RIGI3T5 INCID'E'NTAL, THERETO. P:S SET FORTH.IN A DOCUMENT CRAL~?TED TO.: SAN D7EG0 GAS .A'ND ELECTRIC COMPANI'_ PURPOSE: pUBI;IC UTILITIES,. INGRESS AND EGRE55 FtECORDF~: MARCH I4., 196$ A;S FILE .1~0. 1;9.68-43t~84` OF OF'~'3GIAL RECORDS AFFECTS: THE R.OL7TE.THEREOF AFFECTS .A :PORTION OF SAID LAND AND IS WORE FULLY DESCRIBED IIJ SAID 'DO~t7NtENT. z 7, AN EASEMENT FOR THE PURPOSE SHOWN BELOW .AND RIGHTS TATCIDENTAT, 2E'_ERETO AS SET FORTH IN A DOCUMENT GRANTED TO.; CALIFORNIA .AMERICAN WATER COMPAT3Y PURPOSE : IN53'ALLIIIG+ OPERATING:, -MATNT.F~I27ING ~ REPLACING "AND 'REPAIRING YriATER-MAINS; SERVICE pTPES AND APPIIRTENAb7CES THERETO. RECORDED: A[3GL7S.T ..11., 197.2 AS FILE. rT0_ 79:7 2-212 4 5 1 OF' OFFICIAL REGORI?S AFFECTS : THE. ROUTE 'TEiEREOF AFFECTS. A PORTIOI7 OF SAID LAND ASTD. 2S 1+40RE I'UJ~I,Y DESCRSBED. IIJ SAID DOCUMENT _ ,~ 8;. AN EASEMENT FOR THE PURPOSE SHOWN-BELOY~ AIdD RIGHTS INCIDENTAL THERETO AS SET FORTH IN A bOCi7h7ENT GRANTED Tn: SAN DIEGO ~AS.ANn ELECTRIC coriPA~rz' PURPOSE: PUBLIC I7TILITIES.,. INGRESS. AND.EGR$~S RECORDER: APRIL 9; 1874 ~,S FILE N0,.397g-06952 OF OFFICIAL RECQRI?S AFFECTS.: TkiE ROC7Z'E T'~IEREOF AFFECTS R PORTIOD7 OF SF;ID LAND AZ3D IS MORE FULLY pESCRI}3ED ZN SAID DOCLT7ENT.- x 9. AN EASEMENT.E'OR THE•PURPOS.E SHOWN BELOW AND RIGHTS INCIDc1+TTAL THERETO :PS SET FORTH IN A DOCUMENT PURPOSE : I1~GRESS A1iD EGRESS .FOI2 VEHICL?LAEi PFxRKiI3G RECORIL~'.D~ MARCH 30, 2977 AS FILE NO. 1977-QS'7516 OF OFPICIF~, RECOF.DS AF FECTg : HE ROZfTE THE~tEOF AFFECTS .A PORTIOr' OF SAII3 LAND AND v TASlfG - :2)161 ~ 1 1-68 Policy ?30. 1160.3.O~s -2355 Page .3 SCHEDULE' ~3 (CONT. _} •Y~]CC ~I 25 MORE. FC7LI;Y DESCRIBED ~ SAID FIOCUMENT.. 10 . AN EASEMENT FOR THE PURPOSE SHOWN BEI~dW "122GHT'S INCiD~7TAL THERETCi AS SET. FOFt~13 IN: A IIOCUMEN'I` GRANTED TO :. CODi~TTX OF• SHAT DIEGO:,.. A PbLITICRL SE?BDIVISIdN PITRP08£~: LANDSCAPE FURPO.SES AND MAINTENANCE; RECORI}EI7t 1+~ARC,H 26.; 1987 .AS FILE 350: 1987-16262 OF O~?FICIAL AECdRDS s AFFECTS : THE ROUTE THEREOF P-F'FECTS A Pb'RTIOI3 OF SAID TsAND AND IS WORE FULLY I?ESCRIJ3ED :IN SP,ID 1?OCL7MENT. i3 11.. ~`HE FACT THAT SAID S~AI3D 'IS ~TCI,UDED. WITHIN A PROJECT ARE,"3. OF THE REDEVELOPN~T>7T' P;GEI3CY` SHON7I~T BELOW; RND THAT PROCEEDINGS FOR THE. RE.DEVEf;OPT'4ENT OF -SAID .PRO~TECT.:HA'VE BE£N INSTITUTED UNDER.; THE REDEVELt?PI~IENT LAW (.S'[3CI~ ~2ED~VELpPMEPIT' T'0 PROCEED 'ONLY AFTER THE ADOPTION dF THE ;: REI>EVELdi?T~fEI~TT PLA3~7.) A~ DISCLOSED BX A. DOCUh?EN'I"• REDEVELOPMENT AGhNCY; CHi7LA VISTA :REDE~I'EX,OPMENT P12dJECT RECORDEDe MEAY 2'6, 2'0{74 .AS .INSTRUM&NT Np. 20Q~-Ck483-9.36.; t?FF~CIAL RECC3RDS r 2~,.N~ Q~ SCHEDUL3E 13. ~r~aRS~~rt~e Attached to and formirkg a pare of Policy ltit3.> 11603 a`69~ - H55 Is~ed:by ~H~CAG~ 'T"I""Ll~ INSURANCE- CQI~iPY .. 'i~he GompanY insures. aga'snst loss of damage_s~stairred by the Insuied by reason-of'damage tai existing kmprvveineuts,. includiag:lawns, sbrubt~ery ~ t?'ees,.resulting from the exercise.of any.right to nse the surface of Ehe Land fQ the extraatcon nr ~; devel~pment.of ~arater.excegted$om the description of.thg Land orshown as a reservation in Schedule B. This endorsement is issued as parf ~f the policy: F~.acept as.it e~ipresst~ states; it does not {~) modify any of Ehe teraas. and. {.~ . prvvisioms: of :the policy;. {ti) modify:-any prior eudorsernerits; iii) extend 1he.Dat~ of Policy, or :~.v aacrease the-A.niount of .Insurance, Ta the extent a provision of the policy qz a,previous endorsement is inconsistent vnth an.express provision of this endorsement; this eridorseaient controls. Qtberwise, this endorsement is subjacf ter: all of the [errris and prrnrisions of the po~€icy :anal n#"any prior: endorseinerits, 1~orm 103:5-05(03-09-07} r iZights, Stufaee Damage 07.035-05?Ot/t1 AA 1 1-70 ENDQ~2SP.MEN'~' ~lt~ached to and ~ozxai~zg a part of Polsy.No. ~.is~so~sz. sus .Issued by ~HTCA~'x0 TTTY:E INSITR14NCE C~NIPA] The Company hereby- insures the .insured against loss wkai~'i zhe izzsuYecl shall- sustain iri :. the ev~it that °the "owner: ~?~ the. easement referred t.o in pazagraph{s) 1 through -10' of SCheclu3e: B s3:za13, for the puYpos~: of ~'~~3tCISIi3G TkIE RrGFiT OF USE OR N[ALNTENANCS OF' SA~Li SASF5N18NT compel. the xsmoval of any port.i,on of tie improvements .on said land _rahi.ch. encroach upon. said easement.. This endorsement .is trade a. part: of the policy and i.s subject to. all of the .tuns and pro~~.sions thereof and of any prior .endorsements thereto.. Except to the extent expressly stated, .it neither modifies aril of -the terms: acid prov:i.s3ans; of tYse policy anr~_ arioxp`~endarsemezitse~nar doesdQt~increasenthe~face~amount ~hereof,th~.polzcy and: any p Datedr i CHIC34.GC3 TIT~k: IIISIIRANCE COMPF.b1Y CI,TIa ~'oz~tti 103..3. naoue~v4 - o4/ozlasM EI~DQRSEiV~N"~' Attached t~ ~d farn~i~g a part- Policy No: 11b03;0692- - H5 Issued by ;The Company"uzsures agains# loss or damage sussined iay the Insured by reason open street'knawn aS ~ STREET ud #o abu# a physically =: -This endorserrient is issueil'as par# of the policy.. Except as it' expressly s#ates, it. does no# (ij ~iQClify any ~f the terms and, provisions: of the ,policy; ~ii) modify any .griQr endorseuierits; iii) 'extend the :I)at~. of Porcy, tar; (iv) increase the Ariiount_ of lnsurance..T`o the extent a pro~isiau cif .tlie policy or a:previovs endorsementi zs. incons?stent. with as e;cpr~ss.provision.~f this endorseznen#~ihis endorsement controls, Other±~nse, this endorseruent. is subject Yo all of the tern; s-:and provisions of the poEicy azid cif' an~~ prior endorsements, Dated: i I CLTA Form. ifl3.7=D6 (fl3=09-Q7) Land Ubufs Street G&i 037- 68JD;/Y4 AA 11-72 ~l~-t3RSE1~EN'T Attached' to and friiriing a part: of P0~1C~ NO. 116Q3U692 FI5`5. Issued by ~HICAG4 '~'I'TT~ INSURANCE. ''I`f'ie Company insures against loss. or damage sus~an.ecl kiy the insvreo. if ,. at Date of P4~.]:Cy (i) the land.. does not ab~st axiel Have ;both actual vehicular and pedestrian access. to and from E STREET; {.i} the Street i:s riot phys.oally 'apen and puklciy maintained, or (iii) the insured has no right to use: existing curb cuts or entries aloncz that_portiori of the. Street abutting the land: Tkiis endorsement is issued. as :part-of the. policy.,.E~ccept as. 'it expressly states, 'it elaes not, (i) inodi~y any 'o€ the terms and provisions of tkie. policy, Li) modify :any ,.. pr~:or endorsements, (iia:) extend the Date: of Policy; or (iv). increase t~ie_ Amount: of T?ls?~rance..To the extent ,a pxovision of the policy .or a previous.. erdors'ement is inconsistent -with azz :express prav~.sion of this endoxseiitent, this exdorsement controls': _.. U.tkaerwse, tkzi:s ::endorsement .is: subject to all of the terms arid.. pra~risi.ons of tkke policy and of -any pror:endorsemerits.. Datedr CL'T?. Form 103..11. (Access and Entry} AR~~ciJD2--04 !02196 Ak 11-73 Artach~d to and for~iz~g a part of ~0~3.C~!;NO. 31'6:D30692 Has ~i~~~-~y '~~-II~AGC3 fiI'I4LE Il~IS~~tA~1~E THE COMPANY INSIIRES AGAINST LOSS (?R DAMAGE SI.TS~'AINED Bl' 'THE IN$ITR~I> BY THE REASOI~I bF' THE LAND, BEING FAXED. 1~S PART OF ~,. 7JARGER: PARCEL- Ok' CrAND .fJR FP:II,ING TO CONSTITUTE A. SEPARATE TAX PARCET, FOR RE.~L ESTATE T'AX PURPOSES; THIS `E~ORSEI~IEIvTT I5 ISS[7ED AS PART Off' THE POLICY: EXCEPT AS: IT EXPRESSLY STA'T'ES; IT - . T7pES NOT (} I!±IQT3IF~` AN'Y OF. R`HE TE~?;MS AND' PROVISIONS. QF' THE POi,2L>1', ~.3) E$TENA THE BATE OF :POLICY, OR {ivy INCREASE TIDE A~lOLTnTT Ol? IN$tIR:P.NCE.• TQ THE EXTEN'~.' A .PROSTZSIOI~ OF THE POLICY OR :A- PREVIOT7S :ENDORSEMENT .TS. INCONSISTENT ?p7ITIi AN EXPRFsSS PROVISION OF THIS ENDOItSEM'EDTT, `THIS ENDORSEMENT CONTROLS.: OTHERWISE, THIS ENDORSEMEI?3'I' TS 'Sj7$JECT TO.P,.I,Ii OE' TfiE TER'NtS A'NTi .PROl~.IS30NS OF -THE ::PDI.,ICY AND OF ANY' PR20R ENDORS:EMEF3TS . CZ,TA FORM Z29 SINGLE TAX-,PARCEL n~~o~u~ --valoz fae na 1 1-74 END.4RaEIVT Attached to anc~ ~orining a F~ o~ PD~.1Cy.~43; 7.1fi036b92 .I355 zsg~za ~y C~ICAC~C} t~::E INSU~2ANCE CC~"A Tkie Compai~. assuxes ehe insured tkaat the :land described in' Schesiule A is coiatiguous .to each. other, The Company hereby insures t3~e insured against. lass which the insured sYiall sustazn.n the event that the assurance.lierein shall prove to be.iricaxrect, This :endorsement is made :a part of the tiiolicy Arid zs subjeet.to :all of the tescns arie7. prbvisosis tlieseof and of ::any`` pra~dr ~ridorsements thereto : ;Eatcept to the extent expressly stated, it neither moclifies.any.of the.texms and Provisions of the policy and any pr~:ar endorsements, nor does it extend.'the effective: elate ref the policy and any prior endorsements, nor :does it nc-zease.the.face amount tY~ereaf. Dated.: CHiCAGf) TTT3,E INSUIt.83JG13 CONlPAi3Y CLT~ Form 116...4 MaDEN03 -04jOZJ'86 AA 11-75 Attached to and foririiijg a part of ~Q~.tC~!. ~t7.. 116'0 3=D 6.92 II_S S - ~ssued by ~~a Z~TI~E' INSLIRAN~CE COMP' The Company asstitres the .insured that. the- land.. described as Parcels- 1, '2; aiid '3 3.rx Schedule. are lawfully created parcels-according to ,the Subdivis2an Map Act {Section ;66410, et seq „ of the Califorrxia Government Code.} and local ordinances 'adopted pursuas~t_thereto. mp ~, y e insured s~ia].1 The Co an hereb 3nsures..the.insured against loss rahich 'th suataiii in .tkse event that the. assurance Yieren :sYiall prove to. be ~.ncnrrect. This endorsement is made a part of t13e policy and is sub~ectto all of: the _, . terms and provisions thereof :and of .any prior endorsements theretoy Except to the extent. expressly:statei3, .it :neither srtadfies any of the terms-and Provisions of the policy aznd.any.pror endorsements., liar does it extend the:ef£ective date of the=poky and any prior endorsements., nor does it increase the face aii~ount the>^eof. Dated: CHICAGO TITLH INS[IRANCS CI,TA Form 116.7 biDDEND4 - 04 Joe jefi AA 11-76 Attached to anc~ ~arxnirig a past of PolicyN'v. la.~o~ossi xs~ Issneti. tiy. ~HICA~t~ TIT~~ ~IIeTSUNCE: CC~NLP 'The Goinpau}+ }iereby insures ttie insured againsrloss or damage which .the insuretl.:shal~:sustazri ~y reason of the .. failure of (i).~ cor~+~cYAi ~Bt72I,D~NG kno~uoi:as `~.io _.~AS~r -STREET, ~ ~ c~T~ o~ c~~A vasTa, CUUIJT?I O.F $AN DTEGO,. STATE Off' CALIF'OR1~tIA to be located on:th_e:land at the l~ake.afP.o~cy; or Cii) the-map atfachedto this policy to coriectig show°the location and dimensions;of tie land aeco7ding to:tlse ptzfi3crec4rtls. This endorsemeit is issued:as part of fl~.e .policy. Except as-it expressly states;`ii does not, (i) modify any~af the terms and piavisians of'the policy, (ii} :trio:dify any gnor endorsements, (iii) e~+-tend'the Date •of Policy, tit (av) increasetFae Amount of I~kSi7ranee. Tp the extent a provision of the'poiic}, or a previous tndorsci'nenf is inconsistent with ~n express pro~isitYn bf phis .endorsement, this endarsem.enk controls. (3ther~vise; Plus endorsement is subiect to ail of the terms acid provisions of the: pgIicy and of any prior.. endorsements., DDate: C1ta Farria 3:15 . Desigaatiori 6f improvement; Address _ ~tDilEN01 -• D4(C32jQ5 AA 1~-/7 ~oRS~r~r . Attached ~o anc forming a part;of Policy No, ss o~~~g ~ xs s Isr,uedby The Cozngany insures the owner aganst_~oss or damage sustaine~:by..reason of i. The~existence; at:~]ate~~'Palicy,:of any Df::the followag _; ... _. ~~, (a) .Covenants, conditions ar resfn~tions°einder which the lien of the.~~asttres~ lvlortgage eau'be da~e~ted,:suboriiu-atei or cxEing'm.~ieclr Qr its val~shty,, pnor~`rir enfor~cability impair:~~, {b) :~Jnl~ss'expressly e~ceptedan:Schedule B; (ij :P:xesent violations on:ihd ~:~and of_anp enforceable covenants, cond~ioas or restrictions,-.anal auy e~asting improverrcents oa die Iand tlescnbecl in ~ciietiult;.A that vialate'any bulcling; setback ~ir~es-shod an a plat.af:subd~sasiou re, corded or filetls'n:the: Public :Records. _.. {ii) Any instrument referred to ~n.Schedule:B as containing:.eovenants, conditions r •restrictions~n the Land thai, in addition, ,. ravides, a lien for liquidated iamrages,• .{C};gravrdes €or a priv~tc c}:arge ;qr ~A) ustatilislies an easement on the sand; ,{B} g assessment~(LD} gro~des.far an apfion to gurchase;.a rr~lt of ors€;retusal, Qr tha prittx approval of.a futura ptu'chaser-or vccupaaL {iu~, Any eucroacfis~zent o€ existing mpravenicnts~ocated ou:tle L~c1-omta,ad~o~aing land; ar anp,e~croachiueut°oizti~ the T:.ancl ofexisfingimproweinents l+ecafed nn adlocnng lazed: ~v An encroachment of ex~stui 'im, ovements lacaleii ~`th~ T~wd ontq t;fiat'port~on of`t~ie Landsubjeet#s~ any easement ~ excepted ii:5c'heiule:B._ {v) any uaiiaes of;vit~lation of. ccivenants,. conditions. and restrictionsrelating:to. emrironmental potectiou recotdec~ or fitei iu th~e:E'iiblc I~:ecords. ... Z..An futufie violation on t~ze Land of any existing covenants, conditions or restictions occurnnprior to the. acqursitii~n of y . title to .the estate-or interest in the Land ~y tie insured, provided fihe~7olatian sssuits iu: (a) die ~sraizdify~ loss.ot`:prior3ty, or:ut3et~faxceab?lity of thelien: of theInsured Mgstgag~; ear _. _. . {bj 'loss of.Title`if.the.Insuxed sball'acquue:Title zi"~atisfacfion of~tlie Iudelitertness secured':by the Insared Mortgage, 3; Homage to exstzng uupzovem. ents, includug lawns :shiubber'y.or trees:. ~?) thaf'are located.on or_ encroach upon.tliat gorEon of the Land...$ub,}ect to any easement. excepted in ~cl~edule:_13.wluch dain.age. .results from? tl?e .exercise:of the rid to maintain the: easement ~crr the palrpase for i?~ict~ it was granted or reserver,. .. {E>) restilfirRg fraui the fiitire exerciss.of any riglit':to use the surface of the,lr:ancf far,the extractttgn or. `deye]oprnenC o€ ~' zziinerals excepfed froia xlie descrzgtion ax:th~.Land ar eicce~±ted in ~chednle:S. 4: A,ny fiual:.courC ardez. or'itd ent re. uirin the ieznoval from ~ariy land atljoining Elie 3.and rsf aziy eiitroachment excepted J ~ q. g in Srhetluie :~. ~QNTIIv'iIE,L~ AiODENDi - iT4 J02;;Sv^ AA' 11-78 Endorsementcoritinued PalicyNoa 116030692 - H55 Page ?:: 5.. Any final court order. .or judgment. denying the right to maintain any existing. icnpresvements on the Land because of ariy violation of covenants; cor~dtnns nr restrietioris or kiui.ldiiig ..setback lines shown. on a plat of subdivision zecorded or filed in. tl~e =8ub.l:c .Records ~Thereirex in, this endorsement. the ivo.rds. "eovenari~s., conditions or restz~:ations" appear; thev .shall. not be dee#necl to_ r~fex' to ~or° include the terms; covenau~:s;. conditions or` limitations.-contained in an instrtiunent creating a.leasa. .. As: v:secl iia paragraphs 1..:(b) ::{~ and 5; tht wozds ":covenants, concltgns ar restrictianse do not include any:coirenanta, conditions or restrictions {a) relating to ob3a,gations_of. any type to .per.form..martenance, repair, or remedi:atiar, on the Lancl,'or {.b} pertaining to env:i.ronment'al protectS.on of any kind br natu.rs; zicluding hazardous or toxic maters;, con3.ei:o*is, i~i~ subst:an.ces, except ta. the exteist that a -notice of a vi.alatipr. or alleged violation affecting th.e Land has been. recorded or filed'in.the Public Records at 'Date of Policy and is riot excepted in ;~clieciu}.e B. This endorsement is :issued as, part. of the policy. Except. as .it ex does not {i}. modify any of 'the terms. and provs.i:ons of Lhe -policy, prier endorsements, tiii} extend the Date'bf Policy, ar {iv) mere Insuxance. T.b the eXtsrit.a progision of the poli.cy.or a previous ~ incoxzsstexit with an express provision of this endorsement, thi Othervrise; this etidcrsement is subject to al.l of the terms ..and. and of any prior endorsements.: Dated: CI;TA Form i002-0~ (Db-17-Q6) R:estrictioi~:Fnecpacbmeats; ivliaer; cnrrsuoc ~.:oa/,aj~s aua 11-79 ressly states, it {ii) modify any 3e the Amount of ~or.sernent is controls: the poli:ey E1.~30RSEENT The Policy is hereb}~ amended by deleting PA~AGi2~H 'i3 {3F. TfTE CO~ITSOI35 'I'bis 'endorsement. is rnatle a part: of the policy and is subject do all'of the teru~s and provisions thereof and of any prior endorsements thereto, F~ccept to the e~.~teut..e~ressly stated, t;neither .modifies any of tli`e reins and provisions of the pt~licy and any prior eiciorsements, nor does it exxend the effective date of the policy and any :prior endorsements; zzUZ does it increase 'the face amt~unt ther~v£ , I?atecl: ~Ei~t t01 M - 41 ~F4!47-AA C'LTAForm 110:1:{modified) ALTA ur Gi1~'A - fJwaer or Ieizd'er 11-80 RESOLUTION NO. 2011- RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA (1) APPROVING THE PURCHASE AND SALE AGREEMENT FOR THE FOR THE ACQUISITION OF 710 E STREET IN THE AMOUNT OF FOUR MILLION TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($4,250,000) PLUS CLOSING COSTS;(2) AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERIM OPERATION AGREEMENT WITH THE CURRENT OPERATOR FOR THE CONTINUED OPERATION OF THE EXISTING HOTEL; AND (3) APPROPRIATING FUNDS THEREFORE WHEREAS, the Chula Vista Redevelopment Agency (the "Agency") is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California (California Health and Safety Code Section 33000 et sue.); and WHEREAS, the Chula Vista Housing Authority (the "Authority") is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Housing Authorities Law of the State of California (California Health and Safety Code Section 34200 et sec .}; and WHEREAS, the Agency has adopted Redevelopment Plans for the Agency's redevelopment project areas and the affordable housing requirements and goals thereof; and WHEREAS, the current Five-Year Implementation Plan for the Redevelopment Project Areas (Implementation Plan) (adopted in Resolution No. 2009-2015 and incorporated herein by reference) sets out goals to support affordable housing. To implement the programs and activities associated with each goal, the Agency has made redevelopment fund commitments based on estimated available tax increment revenue and debt financing structures; and WHEREAS, California Health and Safety Code Sections 33334.2 and 33334.6 authorize and direct the Agency to expend a certain percentage of all taxes which are allocated to the Agency pursuant to Section 33670 for the purposes of increasing, improving and preserving the community's supply of low and moderate income housing available at affordable housing cost to persons and families of low and moderate incomes; and WHEREAS, on November 2, 2010, the City and Agency adopted Resolution No. 2010- 254 (RDA 2010-2030) certifying a list of four (4) affordable housing developers to collaboratively work with City staff and a Chula Vista Redevelopment Corporation (CVRC) Subcommittee to examine service gaps and identify ideal locations to meet the City's most pressing affordable housing needs and contribute to catalyst development concurrently; and 11-81 Resolution No. Page 2 WHEREAS, on March 8, 2011 the Agency and the Authority entered into a Cooperation Agreement (Agreement) to provide for the implementation of affordable housing projects which identified the E Street Trolley station/Old Public Works yard as a site to focus on; and WHEREAS, as part of the Redevelopment Agency's Implementation Plan, Agency staff has been working on plans to develop the E Street Transit Oriented Development (TOD) Site, as discussed in the related staff report to this Resolution (and incorporated into this Resolution by reference), which would involve a variety of uses, including affordable housing; and WHEREAS, in order to carry out and implement the City's Housing Element and Consolidated Plan and the goals, policies, plans, and programs thereof and the Redevelopment Plan for the Agency's redevelopment projects and the affordable housing requirements and goals thereof, the Authority proposes to purchase 710 E Street; and WHEREAS, the Authority will purchase the site for Four Million Two Hundred and Fifty Thousand Dollars ($4,250,000) and share in the closing costs with the Seller; and WHEREAS, the purchase of land with Low and Moderate Income Housing Funds for future affordable housing development is authorized under Health and Safety Code Sections 33334.2-3. Activities to develop the property for affordable housing must be initiated within five years after the date of acquisition (Health and Safety Code Section 33334.16); and WHEREAS, the Authority agrees to enter into an interim operating agreement for the continued operation of the Hotel while the Authority negotiates a lease for operation of the Hotel for a period of up to three years.- Lease revenue must be used for affordable housing purposes in accordance with Health and Safety Code Sections 33334.2-3; and WHEREAS, on June 28, 2011, AB X1 26 and AB X1 27 were signed into law by the Governor. The two bills purported to dissolve redevelopment agencies (AB 26), but provided that cities and counties may "opt into" a voluntary alternative redevelopment program ("VARP") by making a remittance to the State (AB 27); and WHEREAS, the legality of AB 26 and AB 27 are being challenged in the Supreme Court in the case California Redevelopment Association v. Ana Matosantos ("CRA Lawsuit") and, on August 11, 2011, the Supreme Court issued a stay (which was later amended on August 17, 2011) that stayed AB 26 and AB 27, except for specified provisions, explaining it intended to reach a decision on the lawsuit by January 15, 2012; and WHEREAS, the effect of the Supreme Court stay was to preserve the status quo by authorizing redevelopment agencies to perform under "existing obligations" as defined by statute while preventing agencies from undertaking new debt or making new commitments; and 11-82 Resolution No. Page 3 WHEREAS, given the Stay and potential Supreme Court action (either by decision or order of the Court) on the CRA Lawsuit, the Authority's ability to close escrow and complete the purchase is unsettled. As a result, the Agreement has a lengthy escrow period that mirrors the time frame in which the Supreme Court indicated it will reach and the Agreement is conditioned on the Authority's ability to lawfully engage in the proposed agreement and that Agency Low and Moderate funding may lawfully be used to fund the purchase; and WHEREAS, the Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that there is no possibility that the activity, consisting of the purchase of a 1.87-acre lot may have a significant effect on the environment. Therefore, pursuant to Section 15061 (b)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. Although environmental review is not necessary at this time, additional environmental review and determination will be required as applicable, prior to the approval of any future project specific development entitlements including, but not limited to, site development plans, building permits, land development permits, and conditional use permits. NOW, THEREFORE, BE IT RESOLVED by the Housing Authority of the City of Chula Vista as follows: Section 1. The foregoing Recitals are incorporated into this Resolution by this reference, and constitute a material part of this Resolution. Section 2. The Housing Authority approves the purchase and sale agreement for the acquisition of 710 E Street in the amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) plus closing costs and authorizes the City Manager to execute the purchase and sale agreement and to also execute an interim operating agreement for the continued operation of the existing hotel. Section 3. The Housing Authority approves an appropriation of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) and additional closing costs for the acquisition of this property from the available fund balance of the CV Housing Authority. Presented by: Gary Halbert, AICP, PE Assistant Director of The Housing Authority Approved as to form by: ~yvl,e'r ~~ U Glen R. Googins Housing Authority Attorney 11-83 9-27-2011 2:37PM FROM AH ADVOCATES 619 233 4828 P_ 2 A~"FOR~ABLE HOUSING ADVOCATES 4305 University Avenue, Suite l 1'0, San Diego, California 92105 A Qualified Legal Services Project Peter M- Ltss, Presitient Lcslio P. Wallace, Secretary l ~- l t Telephone: (6I9) 233-8441 Faecimile: (619) 233-4828 Catherine A. Rodman, I)ircctor Attorney at Law UIItECTUR.S JOHN C. EDWARDS, Esq, Law and Mediation Office KAROLINA A. ERICS50N,'Esq. Ericsson Law Group SARAH BR1TE EVANS, Fsq. Schwan2, Semcrdjian, Haile, Ballard & Cauiey LLP. PETER M. I.ISS. Esq. Law Offices of Peter M. Liss. CHARLES T- SCOTT, Esq. E1zNESTINE M. S>rLBY, Retit•ed Community Member RICI-IARD M, 5TBINER. Esq, Legal Aid Society of San Diego. Inc. LESLIE P. WALLACE. J.D„ Prt'ofeesnr CaGfprnia Western School of Law p,i1vt50Rs CHARLES Cr, Ai3Di;I.NOUR, J,D, JAMES BLIESNER, Visitlnfi Scholar t7nivatsiry of California, San Diogo TIMOTHY D. COHELAN, Exq. Cnhclan Khoury Rt Singer THEODORE J. CRANSTON, Esq. DLA Piper Rudnick Gray Cary GiNA DRONET PAUL D. ENGSTRAND, Esq., Retired C, IiUCiH FRIEDMAN, Ecq., University of San Diego CRAIG D. IiIGGS, Esq, I~figgs, Fletcher & Mack PFIILIP RA.FFEE, F~xq., Retired HERI3FR'I' J. SOLOMON, Eeq. Solomon, Ward, Scidenwurtn XC Smith DALE 13. WALLS FOUNDER ALBERT E. WALKOE (1925-20Q7) Direct Liac:(619) 233-K4'74 September 27, 2011 ~ ..+; -:C --'C The Honorable Cheryl Cox, Mayor ~ ~ ~ City of Chula Vista _ fir' ~ 274 Fourth Avenue ~ -~ ~ Chula Vista, CA 91910 ~ -~ -o ;°r'1 R~: Item il, Ft-oposed Farchase of )Best Western Hotel t~vith $4, ''million from Redevelopment Ageincy's I.IVHHF Dear lvlayor Cox: We are writing tv object to the proposed approval of use of $4.25 million from your Agency's Low and Moderate Tncome Housing Fund to purchase the Best 't7ilestern Motel. The proposed action is illegal for the following reasons: 1. State law precludes agencies from entering into any new colxtracts or expending any moxties from the Housing Fund, except (s)ERAF payments, and these laws have not been stayed by the State Supreme Court. Health and Safety Code Section 34163 and C~12A v 11%latosarrtos, ~To. S 194$61. 2. The Staff Report acknowledges that the site proposed to be purchased with f,MIHF money is not amendable to housing development and that the parcel purchased will need to be traded with anotkler in the future. If the LM11IF could now be used to purchase land, which it cannot (see 1, above), it could not be used to advance money to the Agency to assemble parcels intended for the development of retail, office, public, or other, non-housing, uses. 3. The site proposed to be purchased is contaminated. W e urge you to act in accordance with State law and the current order of the Supreme Court by not approving the proposed purchase. Attorney at Law cc: City Council, City Attorney, City Clerk www. affnrdablehousingadvucutes. org.