HomeMy WebLinkAbout20. Adopt Reso Approving First Amendment to PSA for 9066 FirestoneTO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM OFFICE OF THE CITY MANAGER
BY: ALDO E. SCHINDLER, DIRECTOR OF COMMUNITY DEVELOPMENT
DATE: JUNE 25, 2019
SUBJECT: FIRST AMENDMENT • PURCHASE AND .
FIRESTONEBOULEVARD
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That the City Council adopt:
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And that the City Council authorize the City Manager to execute the final Agreement and any
other documents and agreements necessary to complete the sale transaction.
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Staff recommended, and City Council approved, a Purchase and Sale Agreement ("PSA") for
the development of a hotel on City -owned land at 9066 Firestone Boulevard with Downey
Hospitality, LLC ("Buyer"). The sales price of the site is $2,525,000. In addition, the Buyer is
responsible for financing and constructing all improvements on the site, and for payment of all
building, planning and other fees required by governmental authorities for the completion of the
project.
The proposed development is a SpringHill Suites by Marriott, which will consist of an 88,550
square foot, 140 -unit hotel on a vacant 2.58 -acre parcel located on the south side of Firestone
Boulevard, across from Stonewood Shopping Center. The hotel includes a fitness center,
rooftop pool and bar, and a 3,000 square foot conference room. The development has been
approved by the City's Planning Commission.
The PSA provided for a Feasibility Period, which mirrored the City's Development Entitlement
Process. During the Feasibility Period, staff worked with the Buyer on a Schedule of
Performance that dictated the completion of project tasks, such as: site elevations, floor plans, site
plan, construction drawings, building permits, and any environmental impacts as through the
California Environmental Quality Act.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT —9066 FIRESTONE BLVD..
JUNE 25, 2019
PAGE 2
The close of escrow was contingent on the Buyerobtaining a building permit. The Buyer has
recently requested removal of the requirement, thus allowing the City to complete the sale of
the property and collect the sales proceeds of $2,525,500.
The hotel development will still be completed in a timely manner, and the City and Buyer have
agreed to the following revised Schedule of Performance: Buyer shall obtain all required
building permits for the project on or before December 31,-2019; the Buyer shall commence
construction, and call for first building inspection of the project on or before March 31, 2020;
and, the Buyer shall complete construction and obtain all required certificates of occupancy for
the Project on or before September 30, 2021.
The City also retained its ability to repurchase the property for the same sales price amount, if
the Buyer fails to comply with the Schedule of Performance.
Efficiency & Adaptability
Economic Vibrancy
Fiscal Responsibility
FISCAL IMPACT
The proceeds of the sales price of $2,525,000 will be appropriated to the required General
Fund.
ATTACHMENTS
Attachment A — Aerial View
Attachment B—Hotel Development Elevation
Attachment C — Resolution, with 1" Amendment to Purchase and Sale Agreement
Attachment D — Purchase and Sale Agreement
,Attachment "A"
Hotel Development
Elevation
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WHEREAS, the City ("Seller") has negotiated a Purchase and Sale Agreement
("Agreement") with Downey Hospitality, LLC ("Buyer"), pursuant to which the City would sell the
Property located at 9066 Firestone Boulevard Downey, CA, for sales price of $2,525,000; and
WHEREAS, the City Council has determined that approval of the Agreement and the
sale transaction contemplated thereby, is in the best interest of the City and the public health,
safety and welfare.
WHEREAS, the Buyer has requested removal of the requirement to obtain entitlements
prior to close of escrow. The Parties agree and acknowledge that close of escrow shall occur
prior to Buyer obtaining building permits for the Project, and that building permits are part of the
package of approvals defined as "Entitlements" under the Original Agreement. Accordingly,
(i) Buyer waives the condition precedent to Buyer's obligation to close escrow as set forth in
Section 2.3.1(5) of the original Agreement, and (h) the Seller waives the condition precedent to
Seller's obligation to close escrow asset forth in Section 2.3.2(3) of the original Agreement.
WHEREAS, Buyer and Seller mutually agree that the Schedule of Performance shall be
as follows: (i) Buyer shall obtain all required building permits for the Project on or before
December 31, 2019, (h) Buyer shall commence construction, and call for first building inspection
of the Project on or before March 31, 2020, and (iii) Buyer shall complete construction and
obtain all required certificates of occupancy for the Project on or before September 30, 2021.
Buyer and Seller acknowledge, agree, and understand that if Buyer fails to comply with and
facet of the Schedule of Performance, Seller shall have the right to exercise the Purchase
Option set forth in Section 5.10 of the Original Agreement. All requirements set forth in this
Section 3 shall survive the close of escrow and remain in full force and effect until the earlier of
(J) the date on which Buyer obtains all necessary certificates of occupancy for the Project, and
(h) the date on which Seller completes the repurchase of the Property pursuant to Section 5.10
of the original Agreement.
WHEREAS, Buyer and Seller acknowledge and agree that they have achieved mutual
agreement on (i) the Schedule of Performance, and (h) on the Site Elevations and Site Design
as set forth in the Entitlements obtained by Buyer from Seller to date. Buyer and Seller further
acknowledge and agree to waive the requirement to enter into a Disposition and Development
Agreement as a condition to closing escrow. Accordingly, (i) Buyer waives the condition
precedent to Buyer's obligation to close escrow asset forth in Section 2.3.1(6) of the original
Agreement, and (h) the Seller waives the condition precedent to Seller's obligation to close
escrow as set forth in Section 2.3.2(4) of the original Agreement.
NOW, •REj THE CITY COUNCIL OF OF DOWNEY DOES
RESOLVEHEREBY • •
SECTION 1. The City Council of the City of Downey hereby (i) approves the First
Amendment to the Agreement, copy of which attached hereto as Exhibit "A", and is on file with
the City Clerk, (ii) if required, authorizes and directs the City Manager to make final changes to
the Agreement consistent with the City Council's direction, and (iii) authorizes and directs the
City Manager to execute the final Agreement and any other documents and agreements
necessary to complete the sale transaction contemplated by the Agreement.
Attachment "C"
SECTION 2. The City Council of the City of Downey hereby determines that the sale of
the Property is exempt from the California Environmental Quality Act (CEQA) under Section
15301 of the CEQA Guidelines, as an existing facility.
SECTION art The City Clerk shall certify to the adoption of this resolution.
APPROVED AND ADOPTED this 25th day of June, 2019.
RICK RODRIGUEZ
Mayor
ATTEST.,
MARIA ALICIA DUARTE, CMC
City Clerk
I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of
the City of Downey at a regular meeting held on the 25th day of June, 2019, by the following
vote, to wit:
AYES:
Council Members:
NOES:
Council Member:
ABSTAIN:
Council Member:
ABSENT:
Council Member:
MARIA ALICIA DUARTE,-CMC
City Clerk
• • i;
FIRST AMENDMENT TO PURCHASE AND SALE, AGREEMENT, AND ESCRQA
INSTRUCTIONS
This First Amendment Purchase and Agreement,• EscrowInstructions
Anienchnent") is entered into on by OF DOWNEY,
Californiaa California municipal corp0Fatiori ("Seller"), and DOWNEY HOSPITALITY, LLC, a
_• liability company: • Seller are hereinafter• •
referred • collectively as the "Partie&"
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A. On or about December 1, 2015, Buyer and Seller entered into that certain
Purchase and Sale Agreement, and Escrow instructions ("Original greeme t").
B. The Parties desire to -modify the Original Agreement to (i) allow for the Close of
Escrow prior to the date on which Buyer will obtain all required building permits for the Project,
(ii) remove the requirement that the parties mutually agree upon a DDA prior to the Close of
Escrow, (iii) establish the Schedule of Performance, within which Buyer must obtain_ all
Entitlements; commence construction of the Project, and complete construction of the Project,
and (iv) modify and clarify the Original Agreement to allow Seller's exercise of the Purchase
Option if Buyer fails to comply with any facet of the modified Schedule of Performance as set
forth herein.
1, Defined Terns. All capitalized terms used in this First Amendment shall have
the meaning assigned to those terms in the Original Agreement, unless specified otherwise
herein.
2. Removal of r o Obtain Entitlements Priorto r; • r i scrow,
The Parties agree and acknowledge that Close of Escrow shall occur prior to Buyer obtaining
building permits for the Project, and that building permits are part of the package of approvals
• ras "Entitlements" under the OriginalAgreement. Accordingly, Buyer
condition precedent to Buyer's• • close Escrow as set forth• of .
Agreement,Original • •n precedent to obligation
close• • of . greernent.
Schedule3. Agreed Schedule of Performance. Buyer and Seller mutually agree that the
of • be as follows:Buyer shall obtain-• building permits
for the Project on or before (ii) Buyer shall commence construction, and
call for building • of - Project on or beforeVwr6and
(iii) Buyer shall
complete constructionobtain all required certificatesof occupancy forProject on
before • Seller acknowledge, agree, • understand
that if Buyer
fails to comply with and facet of the Schedule of _; • _ Seller shall havethe right to
exercise the Purchase Option set forth in Section 5.10 of the Original Agreement, All
requirernents set forth in this Section 3 shall survive the close of Escrow and remain in full force
and effect until the earlier of (i) the date on which Buyer obtains
680/028110-0002
1393 1367. 1 a06117/ 19 l
occupancy for the Project, and (ii) the date on which Seller completes the repurchase of the
Property pursuant to Section 5.10 of the Original Agreement.
agree4. Waiver of DDA Conditions Precedent, Buyer and Seller acknowledge a
on `• of • •
in Section 3 of this First Amendment, above), and (ii) on the Site Elevations and Site Design
set forth in the Entitlements obtained • i Buyer and Seller furth
acknowledge and agreeto waive the requirementDDA • •
Accordingly, - - the condition precedent t• - obligation t• clo
Escrow,rth in Section 2,3.1(6) of Original Agreement,and the Seller waives
condition precedent , Seller's obligation to close Escrow as _ forthSection 4 of
Original
5. No Other Revisions or Modifications. Except as expressly modified in this First
Amendment, all of the terms and conditions contained in this the Original Agreement License
are ratified and confirmed and shall rernain in full force and effect.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken together, shall
constitute one and the same instrument.
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By:
City Manager
1PP1LOVED AS TO !'
ONEY HOSPITALITY, LLC, a
California limited liability company
y
By:
Its,
By:
Name:
Its:
i
occupancy for the Project, and (ii) the date on which Seller completes the repurchase of the
Property pursuant to Section 5. 10 of the Original Agreement.
4. Waiver of DDA Conditions Precedent. Buyer and Seller acknowledge and
?gree that they have achieved mutual agreement on (i) the Schedule of Performance (as set forth
in Section 3 of this First Amendment, above), and (H) on the Site Elevations and Site Design (as
set forth in the Entitlements obtained by Buyer from Seller to date). Buyer and Seller further
vcknowledge and agree to waive the requirement to enter into a DDA as a condition to closing
Escrow. Accordingly, (i) Buyer waives the condition precedent to Buyer's obligation to close
r�scrow as set forth in Section 2.3,1(6) of the Original Agreement, and (ii) the Seller waives the
condition precedent to Seller's obligation to close Escrow as set forth in Section 2.3,2(4) of the
Original Agreement.
5. No Other Revisions or Modifications. Except as expressly modified in this First
Amendment, all of the terms and conditions contained in this the Original Agreement License
are ratified and confirmed and shall remain in full force and effect.
6. - Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken together, shall
constitute one and the same instrument.
By:
City Manager
"Seller"
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PURCHASE AND SALE AGREEMES!, AND MCa0W
0 This Pur hase and Sale Agreeme*, and Escrow Instructions ("Agreement") is entered juW In
W , 20Date") by THE CITY OF DOWNEY, A Calif6mia
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municipal corporation ("Seller"), and DOWNEY HOSPITALITY, LLC, a California limited
liability company ("Buyer"). Buyer and Seller are hereinafter individually referred to as a "Party"
and collectively as the "Parties."
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A. Seller is the owner of real property in the City of Downey ("City"), County of Los
An eles V'Counfi* State of California, located at 9062 and 9066 Firestone Blvd Downe�t —CA
90241, and described and/or depicted in Exhibit "A "("Property").
B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the
thereon of a hotel owned and ot)erated under the Siriniffill Suites bA Marriott major flag brand
77MYTEI-TITIMU FIRM Up.01I -113'11.110 311 111 ILLV-'. 4410 d1lit d 11SWILLC 11SUMIL11*11, TFIL11 UMUIHI&AAm-
site design criteria, facilities and amenitiesconsistent with the response to Request for Proposal
attached as Exhibit "BAthe "RFP") and subject to the terms and conditions of the Entitlements
and the Permits (as defined below), said development being the "Project."
1. Purchase and Sale; Purchase Price.
1.1 Purchase and Sale.Seller shall sell the Property to Buyer for development
*f the Project, and Buyer shall purchase the Property from Seller for development of the Project,
subject to the terms and conditions set forth in this Agreement.
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2.1 Escrow InstructionsVithin fifteen (15) business days following e
execution of this Agreement by the Parties, the Parties will open an escrow ("Escrow") with
Security Land Escrow, Downey, California, Attn: Susan Robison, Phone No: (562) 862-
2129("Escrow Holder") for the purchase and sale of the Property. The "Opening ofEscrow" shall
mean the date on which a fully executed copy of this Agreement has been delivered to Escrow
Holder. Escrow Holder shall confirm the Opening of Escrow to the Parties in writing. This
Agreement constitutes joint escrowinstructions to Escrow Holder. The Parties agree to execute
such additional instructions consistent with the provisions of this Agreement which may be
required by Escrow Holder. As between the Parties, Buyer and Seller agree that, if there is any
conflict between the terms of this Agreement and any Escrow instructions required by Escrow
Holder, the terms of this Agreement shall control. Buyer and Seller shall each furnish Escrow
680/012225-0109
9060592, l al l/17/15
Holder with their respective Federal Tax Identification Numbers and such other information as is
reasonably required by Escrow Holder.
2.2 Payment of Purchase Price.The Purchase Price for the Property shall be
payable as follows:
2.2.2 Payment at Closing.1f Seller has deposited into Escrow all
documents and amounts required of Seller to close Escrow, including without limitation, the
"Grant Deed" (as defined in Section 2.11.1below) and complied with all of Seller's other
obligations under this Agreement. then on or before the "Closin Date" fas defined in Section 2.3
below) so as not to delay the "Close of Escrow" (as defined in Section 2.3 below), Buyer shall
deposit into • the following in Acceptable Funds: (a) the •. •: the • •
(Purchase Price less the Deposit made in connection with that certain Exclusive Negotiating
Ag mwi
and (b) Buyer's share • Escrow • costs • to the •. Escrow closing
statement furnished by Escrow Holder as provided below.
23 Close of Escrobject to • 2.3.1 and 2.3.2, Escrow for the sale •
the Property shall close onthe date which is thirty (30) days following the expiration of the
Feasibility Period. As used in this Agreement, "Close of Escrow"and"Closing Iir• mean
the date on which the Grant Deed conveying title to the Property to Buyer is recorded.
Conditions Precedent to Buyer's Obligation to Close,Buyer's
of the conditions listed in this Section 2.3. 1. If any such condition is not satisfied, or waived (with
the exception • (6) below which cannot be waived) by Buyer, at or prior to the Close of •
fuMAN, i- I - * •
of Buyer's legal remedies or remedies under this Agreement, terminate this Agreement by
written notice to Seller.
(1) Title Policy. Title Company has issued or committed to
issue Buyer the 1 e Policy" (as defined in Section 2.6below) showing title vested in Buyer
subject only to "Permitted Exceptions" (as defined in Section 2.5below).
(2) Representations and Warranties. Each • Seller's
representations and warranties in this Agreement are materially true and accurate as of the Close
• Escrow.
(3) Seller Obligations. Seller is not in material default under
SMI -Ag X— O-EaaPAV,
has been performed as required, including, without limitation the delivery of all documents
required of Seller under this Agreement.
(4) Possession. Seller is able, at the Close of Escrow, to deliver
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doesso.
680/012225-0109
90605911a1 1/17115 e2®
(5) Entitlements. Buyer shall have obtained, if necessary an
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as applicable, all modifications to existing land use entitlements necessary to commenc
construction of the Pro�t� including but not limited to (j�, if aAvzlicablcanN subsevuent aMzroval
or modifications to existing approvals required by the Subdivision Map Act, Californi
Environmental Quality Act, and local ordinances, and (ii) building permits by City
development of the Project in a manner consistent with the Site Design (defined below) and t
Site Elevations (defined below) (collectively, the "Entitlements"). I
(6) Schedule of Performance, Site Elevations, and Si
Design, During the Feasibility Period, Buyer's and Seller's mutual agreement on all of i
following: (a) a schedule pursuant to which Buyer shall develop the Project on the PropertN
("Schedule of Performance"), (b) a set of site elevations pursuant to which Buyer will develos
the Project on the Property ("Site Elevations"), (c) a site design pursuant to which Buyer wi
e
develop the Project on the Property ("Site Design"), and (d) a Disposition and Developm
JiQij imonj lihir ihings, the Schedu e o erformance. the Si
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in interest to the Property and/or the Project, If Buyer fails or ceases to perform its obligations
build the Project pursuant to the Schedule of Performance, the Site Elevations, and/or the Si
Design, Seller shall be entitled to seek specific performance of such obligations and/or pursue
claim for
DDAdamages against Buyer and/or pursue such other remedies as may be available to Sell
under the . I
Conditions Precedent to Seller's Obligation to Close.Seller's
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by written notice to Buyer.
(1) Representations and Warranties. Each of Buyer'
representations and warranties set forth in this Agreement are materially true and accurate as
the Close of Escrow. I
(2) Buyer's Obligations. Buyer is not in material default under
this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow
hereunder has been performed as required.
(3) Entitlements. Buyer has obtained all of the Entitlements.
(4) Schedule of Performance, Site Elevations, and Site
Design. During the Feasibility Period, Buyer's and Seller's mutual agreementon all of the
following: (a) the Schedule of Performance, (b) the Site Elevations, (c) the Site Design, (d) the
DDA.
2UUNL*z=
6901012225-0109
906D592.la 11/1 W15 e3®
(1) Seller's DefauW If Escrow fails to close due to Seller's
default and this Agreement is terminated, Seller shall pay all scrow cancellat on charges.
"Escrow cancellation charges" means all fees, charges and expenses charged or passed on to the
Parties by Escrow Holder, including all title expenses.
(2) Buyer's DefaulL If Escrow fails to close due to Buyer's
default and this Agreement is terminated, Buyer shall pay all Escrow cancellation charges.
(3) No Default. If Escrow fails to close and this Agreement i
oooPbdeo d
f the Escrw cancellatin charges, and each arty shall e emed thave releasethe Zth
Party from all liability for the failure of Escrow to close.
2.5 Permitted Exceptions to Title.As soon as reasonably possible after the
Opening Of Escrow, Escrow Holder shall cause Pacific Coast Title Company, in its capacity as
title insurer ("Title Company"), to deliver to Buyer and Seller a current preliminary title report
("Title Report") together with legible copies of all underlying documents referenced therein and a
plotted easement map showing each easement in a different color (together with the Title Report,
the "Title Documents"). The term "Permitted Exceptions" as used in this Agreement shall mean
all of the following: (a) the Grant Deed, (b) non delinquent real property taxes and assessments;
(c) items and exceptions created by or with the written consent of Buyer, including documents to
be recorded pursuant to this Agreement, (d) the title exceptions shown on the Title Reportbut
excluding any (i) "Disapproved Exceptions" as defined below that Seller, in its sole discretion,
agrees to remove prior to the Close of Escrow as provided below and (ii) all monetary liens and
monetary encumbrances on the Property, other than non -delinquent real property taxes and
assessments which will be removed (meaning removal from title and not the issuance of an
endorsement in connection therewith by the Title Company) from title by Seller at its sole cost and
expense prior to the Close of Escrow. If Buyer objects to any title exceptions ("Disapproved
Exceptions") Buyer shall deliver written notice ("Objection Notice") of same to Seller during the
Feasibility Period. If Buyer fails to deliver an Objection Notice but delivers a "Notice of
Approval" (as defined in Section 4.2 below) Buyer shall be deemed to have approved title to the
Property subject to the Permitted Exceptions. If Buyer delivers an Objection Notice and Seller,
by delivery of written notice to Buyer within five (5) business days following receipt of the
Objection Notice elects not to remove a Disapproved Exception (Seller's failure to respond to a
Buyer Objection Notice shall be deemed such an election) Buyer's sole remedies shall be under
Section 4.2 with respect to the delivery of a Notice of Approval or delivery or deemed delivery of
a Notice of Termination.
2.6 Title Insurance. Seller shall cause the Title Company to commit to issue to
Buyer at the Close of Escrow a standard coverage CLTA Owner's policy of title insurance with
mechanics lien endorsement (Seller shall provide any indemnity or other agreement required by
the Title Company as a condition to the issuance of the mechanics lien endorsement) ("Title
Policy") insuring (1) fee title to the Property and (2) all easements that benefit the Property vested
in Buyer, subject only to the Permitted Exceptions, with coverage in an amount equal to the
Purchase Price; provided, however, that (a) the procurement of insurance that covers all easeemnts
that benefit the Property shall result in no increase to the overall cost of the Title Policy (as
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680/012225-0109
9060592Aa11/17115 -4-
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standard coverage Title Policy which shall be at the cost of Seller) ("Buyer Title Costs"). Buy
shall only be responsible for that portion of the cost of the Title Policy equal to the Buyer Tit
Costs. Seller shall only be responsible for that portion of the cost of the Title Policy equal to t
cost of a standard coverage title policy ("Seller Title Costs").
17 Possession. Seller shall deliver possession of the Property to Buyer at t
Close of Escrow subject only to the Permitted Exceptions and free of any tenancies and/or thi•
party claims of use or ownership.
218 Property Rights OEffective as of the Close of Escrow, without the need
any additional documentation, unless required below, to the extent assignable, Seller assign
transfers and convegAs to Buper all o ' d interest in the followinge
"Prope
Rights").
2.8J DevelopmentRi ts and Entitlements.All tangible and intangib
gh
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01 LIJU, r-IUPUILJ 1W LIIU IIULrIIL;01 III MUCIM UeTLvTVPI1ICIIL 1911 12411r,1111w, Incuting'ITILIMFU 1111111ULIV
the following: tentative and final maps; grading plans and other improvement plans (includi
architectural and engineering designs, drawings, plans, studies and reports); plan check fe
imY. ct fees, development fees, pre -paid water fees and other sums that have been deposited wi
or paid to the applicable Governmental Authority; any utility company or private party relating •
the permitting or development of the Property; any and all other permits,licenses a
development rights, sewer and water capacity, trip generation rights, density allocations and oth
rights or approvals relating to or authorizing the development of the Property; all studies, test
contracts, plans and specifications (including architectural designs, drawings and plans) relati
to the Prop&rtN� all rights under recorded covenants conditions and restriction and all procee
additions and accretions to, substitutions and replacements for, and changes in any of t
foregoing.
2.8,2 Personal Property.All right, title and interest of Seller, if any,
and to all tangible personal property owned by Seller now existing and placed or installed on
about the Property and used in connection with the ownership, operation,managerne
maintenance and/or repair of the Property.
2.8.3 Contract Rights.To the extent assignable, all right, title and intere
of Seller, if any, in and to any and all warranties, guarantees and indemnit es (including, witho
limitation those for workmanship, materials and -,terformance�,p whether or not written related
any way to the Property and/or the matters described in 2.8.1 and 2.8.2 above, including, witho
limitatiox. corust.-tictio-t. wwo-anties. euarrities and indemnities from. bv or aaginst anv contracto
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680/0(2225-0109
9066542.1 a Ili 17115 -5-
fees, costs or charges of any kind there under.
2.8.4 OtherRelated Matters. All right, title r interest of
in and to all patents, licenses, trademarks, service marks and names used in connection with the
operation of the Property, and all symbols, emblems with the operation of the Property, and all
2.8.5 General.The foregoing assignment is without representation or
warranty except as provided in this Agreement or any exhibit to this Agreement and all Property
Rights consisting of materials prepared by Seller or third parties at the request of Seller shall be
delivered to Buyer lien free and freely usable by Buyer at its discretion without the payment of
any fee, cost or charge. Seller shall execute all additional documentation necessary to evidence
the foregoing ass' , 1ly required by Buyer and/or• Authority or
applicable thir1 party.
f'W1 1'I 1 1
19.1 Taxes.All current general and special taxes and assessments on the
Seller shall provide Buyer with written evidence of the payment or satisfaction of such taxes.
Should the Property be part of a larger tax parcel ("Assessment Parcel") which as of the Close of
Escrow remains unsegregated on the County Tax Assessor's Roll for the ensuing fiscal year,
Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to the
Property (based on unimproved value) based on the percentage of the total acreage of the
Assessment Parcel located on the Pro%eA% which acreage figures for allocation UU�oses shall be
fairly 1 equitably determined , t supplied to EscrowHolder by s.uyer ant Seller. Buyer and
in Buyer's name on the current tax roll. Any real property taxes or assessments levied under the
Supplemental Tax Roll as a result of the sale of the Property to Buyer, shall be the responsibility
of Buyer. Any real property taxes or assessments levied under the Supplemental Tax Roll as a
result of i i...-- or other occurrences before the Close of is be the
responsibilityof Seller.
2.9.2 General.All prorationsProvided • herein . be on
day"basis and a three hundred • day year. The provisions of
survive Close of Escrow. If either Party fails to pay its pro -rata share of taxes or other expenses
by the times herein provided, interest shall accrue on all unpaid amounts from when owing until
paid at the maximum rate allowed by law. Any errors or omissions made in calculating
adjustments and prorations shall be corrected promptly upon the discovery thereof. If any
estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties shall
make the appropriate 1 • promptly when accurate inf• o• becomes available.Any
corrected adjustment or proration shall be paid in cash to the Party entitled thereto within ten (10)
686!012225-0109.
96605911a11/17115 -6-
days after written request therefor and if not so paid interest shall accrue and be payable on sa
at the maximum rate allowed by law.
closing2.10 Closing Costs.Buyer shall pay the Buyer Title Costs, one-half (1/2)
Escrow Holder's fee and any other costs that in Escrow Holder's opinion are customadAy bor
by buyers of real property in the County, Seller shall pay for the cost of recording the documen
described in Section 2.11, the documentary transfer tax, the Seller Title Costs, one-half (1/2)
Escrow Holder's fee, and any other costs of Seller specified in this Agreement or which in t
Ityinillin lf)f 7W�X*��w . At lea]
three (3) business days prior to the Closing Date Escrow Holder shall furnish Buyer and Sell
Ai
the final Escrow • Buyer and
111 Recordation and Delivery of Documents.No later than 12:00 p.m.on t
order and di as provided r 1
I 11. 1 Grant Deed. • fand ac ♦ f •' ' 1 copy 1 th
grant deed on • r. 1. re•r ii •• 1
♦ • « Property • i
f the
recorded f sr -♦ to Buyer1 Seller z
soon as possible.
2.11.2 Withholding 1 r • 1 ete an1
executed copy of • • _: Non -foreign Transf` • 1 Preliminary
Ownership Report 1 Internal Revenue Service Formapplicable
withholding forms,applicable.
As soon as reasonablypossible r rwing the Close of Escrow,r r► delive
copies of all closingdocuments, 1ing, without limitation,I above, the Titl
I
counselrcounsel.
2.12 Seller's Proceeds. At the Close of Escrow, subject to Section 2.13 belo
bel
Escrow • i- directed to wire fundsr proceeds thr♦ r •
accountdirected in separate• • be provided
2.13 Cal-FIRPTA Withholding.Unlessi' 1 1
California Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be t
code sections to be withheld by Buyer and pay same to the California Franchise Tax Board
Internal Revenue Service in accordance with applicable law.
4 Additional Documents.and •e iver to Escrow
other documents 1 . r! required by ►w Holder including,rlimitation, Seller
115 Termination of Property Contracts. Seller shall, at no additional cost and
expense to buyer, terminate any service contracts or similar agreement relating to the Property
which the Buyer does not elect in writing, to assume which termination shall be effective as of the
Close of Escre-1111.
3. Real Estate Brokerage C1uyer and Seller each represent and warrant
to each other that they have not employed, dealt with or incurred any obligation to any broker,
agent or finder in connection with the Property, and that they have not incurred any obligation to
of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free
and harmless from and against all costs anr abi ities, mc u ing wit out imitatiof . 1 e
ff---w4
way related to or resulting from a breach of the foregoing representation and warranty or arising
out Of any 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,
respectively, in connection with this transaction.
4. Investigation by Buyer,
4A Feasibility.Within five (5) business days following the execution of th'
Agreement by Buyer and Seller, (a) Seller shall deliver to Buyer copies of all maps, permit,
applications, contracts, correspondence, studies, reports, appraisals and all other document,
materials or information of any kind that relate to the Property that are in the possession
Seller,including without limitation, all items referred to in Section 2.83 and
Contracts(collectively, the "Property Documentsand (b) Seller shall deliver to Escrow Hold
and Buyer copies of all organizational documents of Seller and such other documents as may
necessary to evidence to Escrow Holder and Buyer that the execution, delivery and performan
of this Agreement have been duly authorized under such organizational documents ("Authori
Documents"). Seller will immediately furnish Buyer with copies of any revisions or supplemeni
to the PritlteLy 1teivrAehts hiaif will imrAefiately fy.misX Escrtw Hvlfer aki Vyyerwith c+;iiies-,
any revisions or supplements to the Authority Documents. Seller shall deliver original versions
the Property Documents (to the extent available) to Buyer at the Close of Escrow. The "Prope
Approval Date" shall be the date which is three hundred and eighty (380) days after the last 6
occur of (i) Seller's delivery to Buyer of all Property Documents, (ii) Buyer's receipt of all Tit -
Documents, and (iii) the full execution of this Agreement, subject to extension as hereinaft
provided. Commencing on the Effective Date and, subject to Section 42 below, continuingfor
period ("Feasibility Period") expiring at 5:00 p.m. on the Property Approval Date, Buyer,at ii
sole cost and ext�ense,- shall have the right to conduct such inde %endent investi- ations as it dee
necessary or appropriate concerning Buyer's proposed use, sale, operation, development or t
I A
approvals required from the applicableGovernmental Authorities, economic feasibility studie-
q
and those matters described in Section 5.1 below. Buyer shall be entitled to conduct custorna
tests, surveys and other physical examinations of the Property, including any environmental a
hazardous •
materials assessment(s) that Buyer elects to perform� Any costs incurred by Buyer �]
examining and investigating the Property shall be at Buyer's sole cost and expense. Seller sh
•
cooperate with Buyer, at no cost to Seller, in connection with the above. Seller agrees to coopera
t ever- V t
6801012225-0109
9060592,1a11117/15- -8-
any r-ernin or Entitlement to Sener. 37M agrees NoL 51-17117MRIUMiW
such approvals. Escrow Holder shall notify Buyer and Seller of the Property Approval Date.
Buyer shall have the right to extend the Feasibility Period for two (2) periods of thirty (30) days
each in order to process, facilitate, and finalize the issuance of the Permits and Entitlements by
providing written notice thereof to Seller and Escrow Holder at least five (5) days before expiration
thereof.
4.2 Buyer Approval/DisapprovaLlf Buyer determines, in its sole and absolu -
discretion. for ang reason that it does not wish to acxuire the Pro"fert!*, then Bu=r
this Agreement and cancel Escrow by delivering to Escrow Holder and Seller prior to 5:00 p..
on the Property Approval Date, written notice terminating this Agreement ("Notice
t shall automaticall terminate and neither
is's 1 11 1
Xafe)Auyer stin nas not uelivereci arlotice oT 1eFI11111aL1O11 Or nV,
deemed to have delivered a Notice of Termination, in which case this Agreement sh
automatically terminate, and Escrow shall be cancelled. Notwithstanding anything contained
this Agreement to the contrary, if Buyer delivers the Notice of Approval to Seller prior to 5:
p,m. on the Property Approval Date Buyer shall continue to have the right to conduct any and
tests. studies, e diliLyence and investiP-,afiiin.q--thjjLRu- Red
I Inwill ukLIEVIN top I.WaIgIR-Al INJIM .1. .1
43 License�Sellcr hereby grants to Buyer and its agents a nonexclusive li en
c'
to enter the Property during the term of the Escrow for the purpose of conducting feasib I
studies, environmental studies and other physical examinations of the Property; provided th-
narmiessiromaiiioss,aainageorilaDiiity�inClUUIIIgWILLIUULIIIIIILULI()fl[UdSUIIUUICULLUEIICJs I
and costs of litigation) arising from the activities of Buyer, its agents and employees, on t
Property, and from all mechanicsmaterialmen's and other liens resulting from any such condu
provided that the foregoing indemnity shall not apply to any loss, damage or liability (a) to t
extent caused by the active negligence or willful misconduct of Seller or its agents
680101222-1-0109
9060592.1 aI 1117/15 -9-
Buyer's deposit of same on the Property) including without limitation diminution in value of the
Property.
5. Additional Agreements.
5.1 Buyer's Investigation.be entitled•conductf •• 1-
requirementsdevelopment or suitability for development of the Property; (ii) the condition and all oth
attributes of the Property, including, without limitation all improvements located thereo
(iii) applicable laws, statutes, rules,
ulations, ordinances, limitations, restrictions
r -location�or .r of Property or r
r •1r • f •f - • s r r ' • f 'r •' • • • 1/• f
other regulations (collectively, the "Regulations"); (iv) the necessity or availability of any specifi
r t / • riijil, •/ •jil r 1 f ri tj
Real Estate ("BRE") and all other governmental permits, approvals or acts (collectively, t- -
"Permits"); (v) the necessity and existence of all dedications, fees, charges, costs or assessmen
which may be •r 1 by any Governmental• • • proposel
development of the Property; (vi) the value of the Property; (vii) the availability or adequacy
access to the Property, or of - or other utilities serving the Propert
• yresence or adeQuacy of or other imQrovementson or r
the Property.
5.2
, rr-
5.2 Warranties.
5.2.1 Seller's Warranties. In consideration of • th
• fas,--?n inducement to Buper to prehase the Pr r VertW from
following representationsand warranties which shall be f correct to the best of
withoutknowledge as of the Effective Date and the Close of Escrow and each of which is material an
being relied upon by Buyer. Seller represents and warrants to Buyer that the Property is comprise
of two separate legally described parcels, which parcels are not part of a larger parcel and n
legally described parcels shall be required for development of the Property), For all purposes
this Agreement, including Seller's representations and warranties contained in this Section 5,2
the phrase "to the best of Seller's knowledge" shall mean the current actual knowledge of Selle
duty of • or investigation.prior to the Closeof r determines
without waiving any of Buyer's rights or remedies hereunder at law or in equity with respect t
1 ::f - - • r:l - r. •
6801012225-0109
9060592.1 a 11/17/15 - -10-
reimburse is for all third party costs incurred by Buyer in connection with the investigation
and/or development/entitlement of the Propertyor (b) continue this Agreement in full force and
effect with no -change in terms, but without walving-anL%A�Val,.
have against Seller. The foregoing is not a waiver or release of any of Buyer's rights or remedies
for inw, material untruth incoM" - racp in a re(cresentation or ktyn�d�
which Buyer obtains knowledge after the Close of Escrow,
(1) Authorization. Seller has full power and authority to enter
into this Agreement and to perform all its obligations hereunder, and has taken all action required
_11in, J eri i
of Seller has the right, power, legal capacity and authority to execute, deliver and perform this
Agreement on behalf of Seller.
(2) Conflicting Agreements� To the best of Seller's
knowledge, neither the execution or delivery of this Agreement, nor the consummation of the
transaction contemplated herein, will conflict with, or result in a breach of, any contract, license
or undertaking to which Seller is a party or by which Seller or any of the Property is bound, or
constitute a default thereunder. In addition, with respect to any agreements which affect the
Pr,t�eily, neither Sellern*r any *ther );jay jor �aeties!tt sych agreements are irt itefzvlt therey.n4tr
nor are there any facts that currently exist which with the passage of time would result in any such
default. To the best of Seller's knowledge, the Property is not subject to any prescriptive
easements, claims of adverse possession, encroachments or similar righ ts or claims * In addition,
exce-,Ft as otherwise disclosed in this Agreement the Pro ertW is not sub-ect o an- leases oXtions
or other similar rights or claims in favor of any third parties. The Property is not subject to a
Williamson Act contract or any similar agricultural agreement.
(3) Proceedings. To the best of Seller's knowle ge, no legal or
1.10 "M
III L1116 J'iVCCIIIGILL,111 rw
market the Property in the manner disclosed by Buyer to Seller. To the best of Seller's knowledge,
there are no condemnation or eminent domain proceedings pending or threatened with respect to
the Property.
(4) Binding Agreement. This Agreement constitutes
valid and binding obligation of Seller enforceable against Seller in accordance with its terms,
excer o the extent that such enforcement map be limited bkA aiWalicable ban venckv
moratorium and other principles relating to or limiting the rights of contracting parties generally.
(5) Violations oo the best of Seller's knowledge, on
the Effective Date and Close of Escrow neither this Agreement nor the Property shall be in
violation of any law, ordinance, rule regulation, or administrative or judicial order.
(6) Hazardous Materials. To the best of Seller's knowledge,
-f"r14 tage--tr rejle�
on the Property, of any "hazardous materials" (as defined below). To the best of Seller's
6801012225-0109
90605911all/17/15
knowledge,(a) no prior owner of the Property has stored or caused to e store any az ous
materials on the Property; (b) no hazardous materials now exist in, on or under the Property in
violation of any "environmental law" (as defined below); (c) there are no underground tanks on
the Property nor have there ever been any underground storage tanks on the Property; (d) no use
of or operations on the Property have occurred which use or operation has violated any applicable
environmental law; and (e) the Property is not on any "Superfund" list under any applicable
environmental law. As used herein, "environmental law" shall mean any and all present and future
federal, state or local laws (whether common law, statute, rule, regulation or otherwise), permits,
"hazardous materials" (as defined in Section 5.2.1 below) (including without limitation the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
§§ 9601 et seq.) as amended from time to time and the applicable provisions of the California
Health and Safety Code and California Water Code). As used herein, "hazardous materials" shall
mean any (a) chemical, compound, material, mixture or substance that is now or hereinafter
defined or listed in, or otherwise classified pursuant to any environmental law as a "hazardous
substance, .... hazardous material, .... hazardous waste ..... extremely hazardous waste, .... infectious
toxic waste ..... toxic pollutant" or any other formulation intended to define, list or classify
substancesb reason of deleterious iroierties or effect and .6 ietrolcum, ietroleum b a roducts,
natural gas in such synthetic gas), ash, municipal solid waste steam, drilling fluids, produced
natural gas or geothermal resources.
(7) Assumed Obligations. With the exception of obligations or
responsibilities of Seller that are expressly assumed by Buyer in this Agreement, there are no
obligations or responsibilities of Seller with respect to the Property or otherwise of any kind that
are assumed by Buyer.
(8) Endangered Species. To the best of Seller's knowledge,
(a) Vt erege. -E it e7rda-t gerei, ar 6reatpa eit snecies of wfi-Ftials. Dl?..,tts tr i-Fsects oTF, t�e ProTe-i'v a -i
MIMUM, 1MM #$I-
11 d4-70INCIJ MICCL DI-:TrM�-1111LJ L41 #17111,:LC7CIv) "s
thereof.
(9) Ownership of Propole and only party
that owns or holds any interest in the Property.
(10) Property Documents. To the best of Seller's knowledge,
t�e Pri,gi j gy1ii-its
KIWFINOMA 1 • 6 I dI-W--WV#WIr js I
are no other documents, materials, studies, surveys or other information in the possession or
and/or market the Property.
(11) Other Agreements. To the best of Seller's knowledge,
in 56-4. Pr A
Seller has not made any commitment or representation to or entered into any agreement of any
690/012225-0109
9060592,lall/17/15 -12-
willu P'wLj, 11,111cil 61710ing slit DL3UT IT an IT ST13,
or would interfere in any way with Buyer's ability to own, develop, improve and/or market the
Property, and will not make any such representations or warranties or enter into any such
agreements which would affect the Property or any portion thereof prior to the Close of Escrow,
without Buyer's written consent.
(12) Bankruptcy. No "Bankruptcy Event" (as defined below)
has occurred with respect to Seller. To the best of Seller's knowledge, there is not pending or
liquidation, dissolution or recomposition of Seller or seeking appointment of a receiver, trustee,
custodian or similar • for Seller for all or any substantial part of its assets. "Bankruptcy
Event" means (a) the making by a person of a general assignment for the benefit of such person's
creditors, (b) the admission in writing by a person of its inability to pay its or their debts as they
mature, (c) an attachment,
• •'€ other judicial seizure of any property interest which
remains in effect, or (d) the failure to have taken or submission to any action indicating a general
inability by a person to meet its financial obligations as they accrue.
(13) Material Change. Seller shall promptly • Buyer if
Seller obtains information that would make any of the representations • warranties contained in
this
• 5.2.1 materially inaccurate • misleading.
5.2,2 Buyer's Warranties. In consideration o eller entering nto t is
representations and warranties which shall be true and correct as •.:: the Effective Date and the
Close of Escrow and each of which is material and being relied upon by Seller. If prior to the
Close of Escrow Seller determines that any representation or warranty of Buyer is untrue,
inaccurate or incomplete in any material respect (and without waiving any of Seller's rights or
remedies hereunder at law or in equity with respect to any material untruth, incompleteness or
inaccuracy existing on the Effective Date, that was known o or s ou d have been nown of y
Buyer), Seller may give Buyer written notice • same and Buyer shall have seven (7) days from
e I lll� I- T Mir CIVITCCLUV1171 IL11111 LUC JE) t WC71","F"T
to Buyer within three (3) days after the expiration of the Buyer Cure Period (and the Closing Date
shall be extended to permit the running of such three (3) day period) shall be entitled (a) to
terminate this Agreement, in which case Buyer shall reimburse Seller for all actual, reasonable
third party costs incurred by Seller in connection with the negotiation and preparation of this
Agreement or (b) continue this Agreement in full force and effect with no change in terms, but
without waiving any legal, equitable or other remedies it may have against Buyer. The foregoing
is not a waiver or release of any of Seller's rights or remedies for any material untruth,
• Or inaccuracy in a representation • warranty of Buyer of which Seller obtains
knowledge after the Close of Escrow.
(1) Authorization. Buyer is duly formed and validly existing
under the laws of the State of California and is qualified to transact business in the State of
690/012225-0109
9060592 lal 1/17/15 -13-
California.power and authority to enter into this Agreement and to perform all of
its obligations hereunder, and has taken all action required by law, its governing instruments or
otherwise to. • delivery and performance of this Agreement. Each individual
who has executed this Agreement on behalf of Buyer has the right, power, legal capacity and
authority to execute, deliver and perform this Agreement on behalf of Buyer.
Conflicting Agreements.• or delivery
of this Agreement, nor the consummation of the transaction contemplated herein, will conflict
with I or result in a breach of, an i contract I license or undertakine to which Buver is a party or bv
L"vinsifulaur
gm 0r• 1 • •ta I I qtl twigs. ral I to I Ogg _ 1
(3) Proceedings. To the best of Buyer's knowledge, no legal
administrative proceeding pending • 1 against Buyer norother
e�� which would adyerselkA affew Buger's abilitp to own develo�*, and/or market
Property in the manner contemplated by this Agreement.
r Bankruptcy. • Bankruptcy occurred wi
respect to Buyer nor any member or manager of Buyer. There is not pending or threatened an
case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidatio
of a receiver, trustee, custodian or similar official for Buyer or any member or manager of Buy
for or Y part of its or
valid Agreement, This Agreement constitutes a leg
i binding r it ' . / / enforceable . Y against Buyer in acc♦ :1 .
except the extent that such enforcementbe 1 by applicable bankruptcy,•'
moratoriumand other principles o or limiting the rights of s parties generally
r, Material Change. Buyer shall promptly
Sectionfir
this - or r
Hazard5.2.3 Natural Zone Discloo busine
days prior to the Property Approval Date, the Seller will, at its sole cost and expense, provi
Buyer with a Natural Hazard Zone Disclosure required1 •Y .r' law, I
Notwithstanding this Sectionor other provision
this Agreement to the contrary, nothing in this Agreement shall relieve Seller of its liability for
(a) any breach of Seller's representations and warranties contained in this Agreement and/or
documents executed and delivered by Or • rr •usly with the Close of •
third persons or obligations to third parties with respect to matters which arose or accrued during
ownership of ` Property,or or omissions from1 after the Closeof
Escrow.
680/012225-0109
9060592-1a11117115 -14-
(b) Notwithstanding this Section 52 or any other provision in
this Agreement to the contrary, nothing in this Agreement shall relieve Buyer of its liability for
(a) any breach of Buyer's representations and warranties contained in this Agreement and/or
documents executed and delivered by Buyer at or contemporaneously with the Close of Escrow,
(b) any breach by Buyer of its covenants in this Agreement, (c) Buyer's fraud, (d) any matter for
which Seller is to be indemnified bkj Buyer under this Agreement%4—WA of BugAer's liabilities to
third persons or obligations to third parties with respect to matters which arise or accrue during
Buyer's ownership of the Property, or (f) Buyer's acts or omissions from and after the Close of
Escrow.
53 Seller's Additional Covenants. e er here y covenants an agrees t at:
Seller a will not romote advertise market transfer lease or conve an of the Pro t t
11 ow Ila) gra, I I LO a
PMQM1"MWr4 .64 a a I
adversely affect the Property or Buyer's plan for development of the Property or Buyer's
processing of the Entitlements; (e) will promptly give Buyer written notice of any notice or
information Seller receives regarding zoning uses, permits, licenses or other Entitlements which
would have an adverse impact on the ability of Buyer to develop the Property for its anticipated
use. ( 9 I ran. - ortion thereoC
f�, shall not record or cooyeratc in the recording a ainst the Prov
of any lien, encumbrance, agreement, easement, right of way or other matter without Buyer's
written C*nserlt; an -i (A) will not engage in any act tr itmissitn which w*ylf resylt in the Pr*7erty
not being in compliance with the provisions of this Agreement or any applicable law or which
would prevent the Title Company from issuing the Title Policy in accordance with this Agreement.
0
5.4 Removal of Personal Property Prior to Close of Escrow.Not less than
two (2) business days before the Closing Date, Seller shall remove from the Property any personal
property that Seller wishes to retain ("Seller Property"); provided however that Seller shall not
remove any Seller Property in any manner that (a) will release any hazardous materials onto the
Property or disburse or move any hazardous materials from locations on the Property existing on
the Effective Date and/or (b) have a material and adverse impact on the ability of Buyer to own,
entitle, develop and/or market the Property including any increase in the cost thereof. If for any
reason any Seller Property has not been removed from the Property by the Closing Date, Seller
shall be deemed to have elected to abandon the Seller Property and shall be deemed to have
released Buyer frorn any and all resgons' . . t- liabilitN. loss and claims of any kind related to such
Seller Property and Buyer shall be entitled to dispose of same in its sole and absolute discretion
1i h• n•i Her of anv kind In fu h f hi
i
111111111011ml I I
i ii I �
680/01222-5-0109
9060592, 1 a I I It 7/15 -15-
RELEASE, WHICH IF KNOWN OR HER MUST HAVE MATERIALLY AFFECTED
the Close of •
ExceptrforthAgreement
♦ • • and warranties set forth•n 5.2. 1, it is understood and agreed
at any time made and are notnow • and they specificallydisclaim,
representations or guaranties of d or character, expressor r 1 with respectto the
Property, including, but not limited to, warranties, representations or guaranties as to (a) matters
of title, (b) environmental matters relating to the Property or any portion thereof, including,
without limitation, the presence of hazardous materials in, on, under or in the vicinity of the
Property, (c) geological condition%, including, without limitation, subsidence, subsurface
conditions, table,t' •' t water reservoirs,a 1 t o
"IL —p—ast and/or future faultin whether and
to the extent to which the Property or any portion thereof is affected by any water, wetlands, flood
prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions,
including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or
.. Ii i • 1'. 1 _....... i 1 is :! - •,.: f : ,. _.. \ � . .
suita ility, structural integrity, physical condition, operation, title to, or physical or financial
condition of the Property or any portion thereof, or any income, expenses, charges, liens,
encumbrances, rights or claims on or affecting or pertaining to the Property or any pan thereof,
rn) the condition or use of the Pror)ertv or comoliance of the Proi)ertv with any or all past,_present
of the Property, (p) the potential for further development of the Property, (q) the merchantability
of the
Property or fitness of _ Property • particular purpose, of Property
with laws including without limitation, the Americans with Disabilities Act, (s) tax consequences,
or operation, f. or d any other matter or i 1 the
Property.
Property5.6 94le ��As 1� Wfiem W. Buyer acknowledges and agrees t at upon
Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property "AS IS,
WHERE IS, WITH ALL FAULTS," except to the extent expressly provided otherwise in this
Agreement. Except as to the extent expressly provided otherwise in this Agreement, Buyer has
not relied and will not rely on, and Seller has not made and is not liable for or bound by, any
express or implied warranties, uarantees, statements, representations or information pertaining to
the • • thereto made f or -1 by property manager, real estate
broker, agent or third party representing or purporting to represent Seller, to whomever made or
given, directly or indirectly, orally or in writing. Buyer represents that it is a knowledgeable,
experienced . • sophisticated buyer of . • that, except as expresslyforth
680/012225-0109
9060592A a] 1/17115 -16-
Agreement, it is relying solely on its own expertise and that of Buyer's consultants in purchasing
tire Property and shall make ,in independent verification of the accuracy of any and all docurnents
and information provided by Seller. Buyer will conduct such inspections and investigations of the
Property as Buyer deerns necessary, including, but riot limited to, the physical and environmental
conditions thereof, and shall sott,-Iy rely upon same, when acquiring the Property. If Buyer fails to
terminate this Agreement prior to the expiration of the Feasibility Period, Buyer acknowledges
that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as
Buyer deeiried necessary to satisfy itself as to the condition of the Property and the existence or
non-existence or curative action to be taken with respect to any hazardous materials on or
discharged from the Property,and will rely solely upon same. Upon Closing, Buyer shall expressly
assume the risk that adverse matters, including, but not limited to, adverse physical or construction
defects or adverse enviroriniental, health or safety conditions, may not have been revealed by
Buyer's inspections and investigations. Buyer hereby represents and warrants to Seller that:
(a) Buyer is represented by legal counsel in cont)ection with the transaction contemplated by this
Agrecinent; and (b) Buyer is purchasing the Property for business, commercial, investment or
other similar purpose. Buyer waives any and all rights or remedies it may have or be entitled to,
deriving from disparity in size or from any significant disparate bargaining position in relation to
Seller.
TAA1`A
OF SELLER.
k ---
SIL LL,R'SINr_f'IALS
BUYEWS INITIALS
5,7 Except foi- the representations set forth in
Section 5.2.1 of this Agreement, Buyer acknowledges that it will have the opportunity to hispect
the Property during the Feasibility Period, and during such period, observe its physical
characteristics, environmental condition and existing conditions and the opportunity to conduct
such investigation and study as Buyer deems necessary, and except for the represeniatiODS,
warranties, covenants, and agreements set forth in this Agreement, Buyer hereby forever releases
and discharges Seller from all responsibility and liability relating to the physical, environmental
or legal compliance status of the Property, whether aTising before or after the Effective Date,
regarding the condition, valuation, salability or utility of the Property, or its suitability for any
purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air,
structures and surface and subsurface waters, of hazardous materials or other materials or
substances that have been or may in the future be detennine(l to be toxic, hazardous, undesirable
680A)[2225 0109
9060592 l a l 1,117115 ®. 7-
or subject to regulation and that may need to be specially treated, h.andled and/or removed froin
(be Property under Current Or future federal, state and local laws, regulations or guidelines, and
any structural and geologic conditions, subsurface, soil and water conditions and solid and
.hazardous waste and hazardous materials on, under, ackjacent to or otherwise affecting the
Property) or its use and operation. Except for the representations, warranties, covenants, and
agreements set forth in Section 5.2.1 of this Agreement, Buyer further hereby waives (and by
closing this transaction will be deeined to have waived) any and all objections, complaints arid
,actions (including, but not limited to, federal, state and local statutory and common law based
actions. and any private right of action under any federal, state or local laws, regulations or
guidelines to which the Property is or may be suhject. Buyer further hereby expressly assumes the
risk and changes in applicable laws and regulations relating to past, present and future
environmental conditions on the Property and the risk tbat adverse physical characteristics and
conditions, including, without limitatioii, the presence of hazardous materials or other
contarninants, may not have been revealed by its investigation.
SELLEWS INITIALS BUYER'S INITIALS
S. Intentionally Onritted,
5e9 flpaqEjqg_txstart a l tl l .Buyer is solely responsible for financing and
construction of all iniprovernents on the Property and for payment of all building and planning and
other fees required by governmental authorities for the Project.
5.,I 0 Seller's Purchase Option.
5,10,1 Seller's Purchase Option, Buyer hereby grants to Seller a right to
purchase the Property bola Buyerpursuant to the terms and conditions set forth below in this
Section 5,9 ("Purchase Option") if Buyer fails to commenceconstruction of the Project on the
Property in conformance with the Schedule of Performance, Site Elevations, and/or Site Design.In
the event Seller desires to exercise the Purchase Option, Seller Shall so notify Buyer in writing
("Purchase Option Notic e").Seller's acquisition price for the Property shall be the Purchase Price
(e,g- $2,525,000),
Opening/closing of SellerEscrow.Within ten (10) business days
ftor Se I t
ilerde.fivers he Purchase Option Notice to Buyer, Seller and Buvershall open an escrow
("Seller Escrow") with Escrow Holder,or such other escrow company as may be M. utually
appl,oved in writing by Buyer and Seller, for the sale of the Property from Buyer to Seller, Tile
Seller Escrow shall close on or before the date that is sixty (60) days after the (late the Seller
Escrow is opened ("Seller Escrow Closing Date"). The, te,.n-ns 'VWe of Seller Escrow" and/or
the "Seller Escra", Closing" shall nitan tile date. the "PropertyGrant Deed" (as that term is defined
in Section 5.11.7 bereof) conveying fee title to the Property to Seller is recorded in the Office of
the County Recorder of Los Angeles County, California. Possession of the Property shall b(-,
delivered to Seller at the Close of Seller Escrow free and clear of all tenancies, lessees, occupants,
and all possessory rights of any kind or nature, The provisions of this Section 5�9, together with
e the, i*int escrow instructions of Buver
680/012°22:3 o 109
90605911 al 1117115
and Seller to scrow Holder as well as an agreement between Buyer and Sellen In the even
I instructions -
the provisions of this Section 5.9shall prevail.
5.10.3 Right of Entry; Inspections and Review. Upon Seller's deliverl
*Yn4mQJjt*4r- A-vV%-*-2--.-jAc-ontinuing until the close of the Seller Escrow, Seller
shall be permitted to enter the Property for purposes of examining, inspecting, investigating, an
testing the physical and environmental condition of the Property. Seller's obligation to close t
Seller Escrow shall be subject to Seller's approval of any environmental and other site testin.
conducted by Seller in Seller's sole and absolute discretion.
5.10.4 Condition of Title.Buyer shall convey and Seller shall accept
simple title to the Property free and clear of all recorded and unrecorded monetary lien
encumbrances, easements, leases, covenants, conditions, restrictions, and other exceptions to
defects in title ' excepting only the following: (a) the title exceptions listed in the Seller Tit -
Policy, (b) current taxes not yet delinquent; and (c) those additional title exceptions as may
approved in writing by Seller in its sole and absolute discretion.
5.10.5 Escrow Fees, Title Charges, and Closing Costs.Buyer shall
responsible for all of the escrow fees, recording fees, documentary transfer taxes, and any oth
costs and expenses of escrow, and any property taxes and assessments and all costs required
place title in the condition described in Section 5.11.5. Concurrently with the conveyance of t
Property to Seller, and as a condition to Seller's acceptance of said conveyance, Buyer shall cau
ca
the Title Company, or such other title company as may be selected by Buyer and Seller to deliv
A3k,--Jh;xi--wCLTA standard owner's iplicp of title insurance showin title vested in Seller in t
condition described in Section 5.11 * 5 with insurance coverage in the amount of the fair mark
value of the Property as reasonably determined by Seller ("Seller Title Policy"), Buyer shall p
the premium for the Seller Title Policy. Seller shall pay for any additiona coverage
endorsements to the Seller Title Policy.
5.10.6 Deposits into Seller Escrow, On or before 1:00 p.m. on the la
Ayc,&zw. 5a-lle-r
be deposited with Escrow Holder the following: any and all additional instruments or oth
dged ifiaMcr �-tbe necessa
in order to effect the transfer of the Property to Seller. On or before 1:00 p.m. on the last busine
day preceding the scheduled Seller Escrow Closing Date, Buyer shall deposit or cause to
deposited with Escrow Holder the following: (a) an executed and acknowledged g
conveying the Property to Seller substantially in the form of the Grant Deed ("Property Gra
other documents required from Buyer (executed and acknowledged if appropriate), as may
necessary in order to effect the transfer of the Property to Seller.
5.10.7 Seller Escrow Closing, Recording and Disbursement. On
*m --� ' -W--?tp . critmV Vt1der �as receive�? all of Ae docu-ite-ri
ry-Fmy -C-a �s afd--3Ae7F Eq
I •- rt r . . - . - &
•
WWA WOM III I I I I MOM WM Kid I
Imalm,
680/012225 -OJ 09
9060592,1 a 11117/15 -19-
r • • •Pm • ��
the recorded Property Grant Deed to Seller, and causing the Seller Title Policy to be issued to
r Default by Buyer.
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6991012225-0109
9060592.1al1(17115 -20-
6.2 Right to Cure -Buyer shall be deenied to be in default under this Agreement if Buyer fails,
for any reason other than Seller's default under this Agreement, to niect, comply with, or perform
any material covenant, agreement, or obligation required on its part, including the deposit or
delivery of any funds, within the time limits and in the manner required in this Agreement;
provided that no such default shalt be deerned to have occurredunless and until Seller has given
Buyer written notice describing the nature of the default, and Buyer has failed to cure such default
within seven (7) business days after the receipt of such notice (unless tile curing of such default
cannot reasonably be accomplished within such seven (7) business day period in which case the
default shall be deenied cured if Buyer commences to cure such default within such seven (7)
business (lay period and diligently pursues saine to completion).
6.3 Notices, Any notice to be givert hereunder to either Party or to Escrow Holder shall be in
writing and shall be given either by pe.rsoiial delivery, facsimile, federal express (or similar
overnight delivery qervice), overnight courier or by depositing such notice in the United States
first class mail. certified, with return receipt requested, postage prepaid and addressed as follows;
SELLER: The City of Downey
11111 Brookshire Avenue
Downey, CA 90241
Attn: City Manager
Phone No.: (562) 904-7284
With Copy to Rutas & Tucker, LLP Ih
611 Anton Boulevard, 14 Floor
Costa Mesa, CA 92626
Attn: Jeffrey T. Melching
Phone No.: (7 14) 641-510
BUYER: Dev Patel
Chairman/CEO
12644 S. Lakewood Blvd.
Downey, CA 90242
With copy to: NiraRjan D. Patel
A Professional Law Corporation
18000 Studebaker Road, Suite 700
Cerritos, CA 90703
Rostini Latu, Esq.
Irvine, CA 92614
Escrow Holder: Security Land Escrow
10805 Paramount Blvd- Suite A
690/012225-0109
90005911ai 017115 -21-
Downey, CA 90241
Attn: Susan Robison
IM Mirr, W. 1 -1 IqY-,-UJ-,1Trr1 F I it 11 11 fil I I !! � IM"I W
a different address which shall be substituted for the one specified above. If any notice or other
document shall be sent by certified mail as set forth above, it shall be deemed to have been
effectively served or delivered seventy-two (72) hours following the deposit of such notice in the
United States mail in the manner set forth above. If any notice or other document shall be sent by
facsimile, it shall be deemed to have been served or delivered upon electronic confirmation of
transmission; provided that it is confirmed by a follow-up notice using approved methods
transmission occurs on a weekend or holiday or after 5:00 p.m. on a weekday, it shall be deemed
to have been received at 8:00 a.m. on the immediately following business day.
7. Attorneys' Fees. If any Party to this Agreement shall bring any action or proceeding
for any relief against the other Party, declaratory or otherwise, in any way arising out of or in
c(inriecti,th this A&reememt anV+r the PrtteAy,-t1�e
Party a reasonable sum for attorneys' fees and costs (including without limitation expert witness
fees) incurred in bringing or defending such action or proceeding or enforcing any judgment
granted therein, all of which shall be deemed to have accrued upon the commencement of such
action or proceedingAny judgment or order entered in such action or proceeding shall contain a
specific provision providing for the recovery of attorneys' fees and costs, separate from the
judgment, incurred in enforcing such judgment. The prevailing Party shall be determined by the
lMOM
po's, 100s on Major UINP I ULOU ISNUCS. rUl- UIC, PIQ1
without limitation, fees incurred in the following: (1) post -judgment motions;(2) contempt
proceedings; (3) garnishment, levy and debtor and third party examinations; (4) discovery; and
(5) bankruptcy litigation.
8.1 No Modifications. No addition to or modification of any term or provision
of this Agreement is effective unless in writing and signed by the Parties.
8.2 Construction of Agreement * The provisions of this Agreement shall not be
construed in favor of or against either Party, but shall be construed as if both Parties prepared this
Agreement.
8.3 Headings.The Section headings of this Agreement are only for convenience
and shall not be deemed to limit the subject of such Sections or to be considered in their
r-oTfIst,tiction.
YA Governing Law.The laws of the State of California shall govern this
680/012225-0109
9060592.1 a1 1/17/15 -22-
8.5 Time of the Essence.Time is of the essence of each and every provision of
this Agreement,
8.6 Further Assurances.Each of the Parties shall execute and deliver all
additional papers, documents and other assurances, and shall do all acts and things reasonably
necessary in connection with the performance of their obligations under this Agreement to carry
out the intent of this Agreement.
8.7 No Waiver. No waiver by a Party of a breach of any of the terms,
7.1 R 4ax
of any succeeding or preceding breach of the same or any other term, covenant or condition
contained herein. No waiver of any default by a Party shall be implied from any omission by the
iord� rnnt-if-sucli Iefadt-�--ucl-i &fiduh
no express waiver shall affect a default other than as specified in such waiver. The consent or
approval by either Party to or of any act by the other requiring the first Party's consent or approval
shall not be deemed to waive or render unnecessaa-) the consentbing Par4p's consent or-aiAtoxoval to
or of any subsequent similar acts by the other Party.
8.8 Severability.1f any portion of this Agreement is held by any court o
competent jurisdiction to be illegal, null, void or against public policy, the remaining portions of
this Agreement shall not be affected thereby and shall remain in force and effect to the full extent
permissible by law, but only to the extent that performance of such remaining provisions would
not be inconsistent with the intent and purposes of this Agreement.
8.9 Gender and Number.As used in this Agreement (unless the context
requires otherwise), the masculine, feminine and neuter genders and t e singu ar and the plura
include one another.
& to Entire Agreement.This Agreement constitutes the entire agreement
between the Parties pertaining to the subject matter hereof and all prior and contemporaneous
agreements, representations, negotiations and understandings of the Parties, oral or written,
(including, without limitation any letters of intent or understanding) are hereby superseded and
merged herein. The preceding sentence shall not affect the validity of any instrument executed by
the Par -ties in the form of the exhibits attached to this Agreement.
8.11 Survival.All covenants, agreements, representations, warranties and
indemnities contained in this Agreement shall survive the execution and delivery of this
Agreement and the Close of Escrow and the delivery and recordation of all documents or
instruments in connection therewith.
8.12 Time References.Unless otherwise expressly provided in this Agreement,
any reference in this Agreement to time for performance of obligations or to elapsed time shall
mean Pacific Standard Time and time periods shall mean consecutive calendar days, months or
years, as applicable. If the date ("Performance Date") on which any action is to be taken, any
obligation is to be performed, or any notice is to be given under this Agreement falls on aSaturday,
Sunday or federal holiday, such Performance Date shall be automatically extended to the next
business day. As used in this Agreement, "business day" means any calendar day that is not a
680/012225-0109
9060592.1a1 1 117/15 -23-
Saturday, Sunday or federal holiday. The time for performance on any Performance Date shall be
no later than 5:00 p.m., unless otherwise provided in this Agreement.
8.13 Incorporation of Exhirt as •. omitted, all exhibits
81W Venue.1n the event
• any legal action to enforce • interpret this
Agreement, the sole • exclusive venue shall • the Superior • • the • and the Parties
hereby ,•` to and do hereby submit to the jurisdiction • such court.
8J6 Assignment.Except as provided below, Buyer may not assign its rights or
�m ' I I %rior written consent of SeWer which consent may
be withheld in the sole discretion of Seller.
8.17 No Third Party Beneficiaries. Notwithstanding any provision contained
in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an
agreement for the sale of assets and none of the provisions hereof shall be deemed to create any
obligation or liability of any person that is not a Party, whether under a third -party beneficiary
theory, laws relating to transferee liabilities or otherwise. Except as provided otherwise in this
Agreement, Buyer shall not assume and shall not be obligated to discharge or be liable for any
debts, liabilities or obligations • Seller including, but not limited • any (a) liabilities or
*V_i,W5i*ns *f V_ell,_ir 5*
events or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or
� ztipz,
jg� g4federa', couna, or local taxes.-Qr (4)_anil contingent liabilities or
obligations of Seller, whether known or unknown by Seller or Buyer. Except as provided
/* 1tis,4 greement. Buver shzll have no dutv whatsoever to take anv action or receive or
6801012225-0109
9060592.1al 1117115 24-
[SIGNATURE PAGE TO
SALE AGREEMENTAND ESCROW INSTRUCTIONS]
Buyer and Seller have executed this Agreement as of the Effective Date.
THE CITY OF DOWNEY, a
California muni cipal. corporation
By:
ifq Manager
M
Rutan& Tucker, I,L.P
Special Counsel to City of Downey
6801012225-0109
M60592. bw 11117/15 -25-
DOWNEY HOSPITALITY, LLC, a
California limited liability company
Its. Sharad R Paklimanagilijkle ber
By:
Name;
Its:
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OW11111 RE14mor-11 Milk 6 10 S. 0
By:
By: Its:
City Manager
"Seller"
Rut an& Tucker, LLP
690/012225-0109
9060592.1&11/17/15 -25-
By:
Name:
Its:
"Buyer"
EXHIBIT "A"
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PACIFICSECONDS WEST 261.82 FEET TO SAID NORTHEASTERLY LINE OF THE SOUT14ERN
RAILROAD COMPANY; SAID NORTHEASTERLY LINEI
NORTHDEGREES /• MINUTES 56 SECONDS WEST 247,05TO THE TRUE
POINT OF BEGINNING.
680/012225-0109
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THAT PORTION OF : • # OF THE RANCHO SANTA GERTRUDES,
OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP OF
HOFFMAN'S SURVEY THEREOF; RECORDED IN BOOK I PAGE 502 OF
MISCELLANEOUS RECORDS,I OFFICE OF THE COUNTYRECORDER i' r OF SAID
COUNTY, DESCRIBED •
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EXCEPTING THEREFROM i 11 FEET MEASURED ALONG
THE NORTHWESTERLY OF SAID i
r ; • ■ • • • . ■ •' ' • : ` • :: • • • ' ' • SSSS . s
' r 1 i i• • i • _ •
RECORDER OF r COUNTY,r • WITHIN A STRIP OF • r 30.00 FEET
WIDE, ' OF i STRIP OF LAND BEING DESCRIBED FOLLOWS
BEGINNING AT •ST EASTERLY CORNER OF LAND DESCRIBED IN THE
DEED TO WILLIAMARENSTEIN AND WIFE. RECORDED • •Y 23,1967 AS
COUNTY;INSTRUMENT NO. 833 IN BOOK D-3650 PAGE 210, OFFICIAL RECORDS OF SAID
i, • OF i DESCRIBED
IN SAID DEED AND THE SOUTHWESTERLY PROLONGATION THEREOF, SOUTH 20
DEGREES 1 ♦ SECONDS WEST 466.82TO THE SOUTHEASTERLY
I -INE OF THE 100 FOOT RIGHT OF WAY OF THE SOUTHERN PACIFIC RAILROAD
COMPANY.
i :i i i • • i' ''
i 11' •• • •, I, i . r. .. r•, r
EXCEPT THAT PORTION OF SAID LAND INCLUDED WITHIN THE LINES OFPARCELS
1.2 AND 3.
' glow -MIT • i •' i i :•• 1 •
MISCELLANEOUS • i' i 1 • OF • ' i' r; • • 1r
COUNTY, DESCRIBED AS FOLLOWS:
690/012225 0109
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6901012225-0109
90605911 a 11/17115 _4_
680/012225-0109
9060592:1 a 11117/15 ` 1:
City +\D o ey
Community Development Department
Attention: Director of Communit?D evelopm*
11111 Brookshire Avenue
Prepared By: Rob Gilmore
Version: Original
Date: February 24.24\?
i • i ` iii,1777171=
1 - COVER LETTER
February 20,2015
City of Downey
Community Development Department
Attention: Aldo Schindler
Director of Community Development
1111 Brookshire Avenue
Downey, CA 90241
Re: Hotel Development Proposal
9066 Firestone Blvd., Downey, CA
Dear Mr. Schindler,
On behalf of Kamla Hotels, I am honored to provide our hotel development proposal for the
site located at 9066 Firestone Blvd. in the City of Downey. It is not every day that residents
have the opportunity to propose to develop and operate a hotel in the city in which they call
home. Devang and Sharad Patel, of Kamla Hotels, embrace that opportunity with the hope of
being selected the developer of choice.
We propose to bring one of Marriott International's most exciting brands, SpringHill Suites, to
this site. This upper -moderate, all -suites hotel delivers the space, and stylish, inspiring design
that enriches the guests' travels at a great value. With over 300 SpringHill Suites hotels
throughout the United States and Canada, over 58% of guests make reservations by taking full
advantage of the globally recognized and honored Marriott Rewards reservation system.
This proposed all -suite hotel will feature a 7,000 square foot roof top lounge offering 360
degree views of the City, a business center, over 3,000 square feet of meeting space, fitness
center, indoor pool and spa and, complimentary hot breakfast. All these amenities, along with
the architectural fenestrations unique to Downey, will provide a sense of place reflective of
the City's vision in revitalizing Firestone Blvd.
While targeting the "stylish, suite seeker", this hotel will be "green" built, meeting and
exceeding industry standards for environmental sensitivity. "Local hiring" is a Patel policy
which will excite up to 50 new employees.
This is the way Devang and Sharad Patel approach all of the over 1,000 rooms under their
award winning management. With over 25 years of experience in owning and operating hotels
of the type proposed, they have the experience and financial capability to provide the City of
Downey the kind of hotel of which it will be proud to be associated.
We look forward to working through the process and collaborating with the City.
Truly,
Robert Gilmore
Gilmore55919@sbcglobal.net
Request for Proposal
Hotel Development Proposal - Kamla Hotels
Kamla Hotels is proud to provide the City of Downey with this proposal to build a SpringHill
Suites by Marriott on the city owned parcel located at 9066 Firestone Blvd.
The opportunity to bring a national flagship hotel to the City in which we live and operate
other hotels is one in which we take great pride. We performed in-depth analyses and
research before selecting one of the leading hotel brands in America to match the wants and
needs of the community. Our chosen provider, SpringHill Suites by Marriott, will be a
tremendous asset to the City, and a source of pride.
KAMLA HOTELS HISTORY
Locally owned and operated, Kamla Hotels has strictly been a hotel developer and operator
for over 25 years. Currently owning and managing three hotels in the City of Downey, Kamla
Hotels is the 2nd highest transient occupancy tax payer in the City.
Our award winning management team lives and works in the City of Downey. We understand
the needs of the City and the regional hospitality market, and are committed to meeting the
needs of the residents, businesses and visitors.
Currently we own and manage the American Inn, the Studio Inn & Suites, and the Regency Inn
& Suites in Downey. In addition, we are an existing Marriott International franchisee with a
SpringHill Suites Hotel in Hesperia. Currently our affiliate is constructing a Residence Inn and
Courtyard by Marriott in Riverside County.
We have a proven track record of exceptional leadership in the hospitality industry
representing the top tier hotel brands in guest satisfaction and product quality: We have over
1,000 rooms under management and care in the Southern California region.
Rest assured, Kamla Hotels meets and exceeds the minimum requirements of the Request for
Proposal for the Development and Operation of a Hotel, and has the desire and ability to carry
out all of the required elements of the proposed Hotel Project throughout the entire term of
the Agreement.
KEY FEATURES OF THE PROPOSAL
• SpringHill Suites Hotel by Marriott
• Upper Moderate/Select Service hotel
• Targeting the frequent business and leisure traveler utilizing the internationally
acclaimed Marriott Rewards System
Four (4) story, 122-131 room all -suites hotel (pending final design)
• Unique Downey architectural and design features inside and out
• 7,000 square foot, roof -top lounge with 360 degree City -views
Over 3,000 square feet of meeting rooms and business center
• Fitness Center
• Indoor pool and spa
Request for Proposal
Hotel Development Proposal - Kamla Hotels
• Complimentary hot breakfast and high speed Internet access
• Newly designed lobby, lounge, communal circle and, great room and buffet areas
• Lobby Market
• Estimated 20 month schedule from close of escrow to Grand Opening
Proposed Land Purchase Price: $2,000,000.00
Locally owned and operated by the award winning Kamla Hotels management team
Kamla Hotels "Green" Built Program of sustainable strategies and methods to
preserve water and energy, and to minimize the hotels carbon foot print, including:
use of solar panels, biofiltration, SMART irrigation, in room energy management
systems, LED lighting, low flow toilets, water saving shower heads and other features
• Projected $16 million project cost
• Budgeted $5,000.00 per unit refurbishment cost in 5-7 years
TOT revenue generation in the range of $370,000.00-$450,000.00 annually
Local hiring policies for the estimated 50 new employees
Approximately $700,000.00 annually in employee salaries
COMPETITIVE HIGHLIGHTS OF SPRINGHILL SUITES HOTELS
• All Suites Hotel
• Typically 67% King Suites and 33% Queen/Queen Suites
• Average suite is 400 square feet
• Marriott Rewards Paid Room Nights: 58%
• 312 SpringHill Suites throughout US and Canada
• Integrated marketing campaign
• Marriott Rewards Direct Mail Promotion
• In-flight and In -airport advertising to over 60 million travelers
• Marriott digital and social media advertising, promotions and events
• All -suite hotel benefits both the business and leisure traveler
• Estimated Average Daily Rate (ADR) of $125.00
• Average length of stay of 2.3 days infusing additional shopping days and restaurant
use
• Target guest: male, mid -40's, college educated, $129,000.00 average income
Request for Proposal
Hotel Development ...
ADDENDAACKNOWLEDGEMENTOR
Now".
Request for Proposal
Hotel Development ' rrr t
4 PROPOSER'S QUALIFICATIONS STATEMENT
Kamla Hotels has been in operation for over 25 years. With over 1,000 rooms under
management, Kamla has the experience, financial wherewithal and desire to execute its game
plan to develop the proposed all -suites, SpringHill Suites Hotel by Marriott in Downey.
An existing Marriott franchisee, we have attached a list of twelve (12) hotel properties,
including the SpringHill Suites in Hesperia, which Kamla owns and operates. (See Attachment
B.) Together these properties generate annual gross revenue of over $14 million. Kamla
currently has two large projects under development with Marriott in Riverside County; a
Residence Inn and a Courtyard. These projects are being delivered on time and under budget.
Kamla Hotels is known for its delivery of projects on-time, whether a ground -up development
project or an "acquire -and -remodel" project. All of our ground -up development projects have
followed a development timeline as follows:
a) 60 days to deliver conceptual drawings to the City
b) 60 days from date of approval of the conceptual drawings by the City for delivery of
construction documents
c) Construction begins immediately upon issuance of building permits
d) Approximately 90 days for on and off-site improvements, including utilities
e) 12 months for shell and core, and interior construction completion
Kamla is a top notch hospitality developer that has a proven track record of developing not
only privately -held hotel projects, but has collaborated with city Redevelopment Agencies in
the communities of Lynwood, South Gate, Pico Rivera and Hesperia. We have successfully
turned a number of distressed hotels into successful and profitable hotels in those
communities. All those projects were "time -of -the -essences" projects, and Kamla delivered as
promised.
Kamla Hotels is not only an existing Marriott franchisee, but has franchise relationships with
national and international brands such as Intercontinental Hotel Group, Choice Hotels,
Wyndham International, Red Roof Inns, C6 Hospitality and Hilton Worldwide.
Kamla Hotels spoke with many of the brands listed above to determine what the best brand
would be for the City's site. Our analysis was specific and pointed to pick just the right fit for
the community's needs. In our professional opinion, the SpringHill Suites by Marriott is the
best alternative on the market for quality, amenities and value to drive the highest occupancy
rate, estimated daily rate and thus, the annual projected Transient Oriented Tax to the City of
Downey. The attached letter from Scott McAllister, Area Vice President of Marriott Lodging
Development, expresses Marriott's level of interest and their recommendation for a SpringHill
Suites Hotel based on their expertise and a thorough analysis of the Downey hospitality
market.
Request for Proposal
Hotel Development Proposal - Kamla Hotels
As provided on the Attachment C, Kamla Hotels will create a new special purpose entity to
acquire the land and carry the development forward for the proposed SpringHill Suites by
Marriott, should this proposal be accepted. Formation of a special purpose entity is in keeping
with our history and pattern of development.
Request for Proposal
Hotel Development rop Hotels
HOTELDEVELOPMENT
6A DEVELOPMENT TEAM'S EXPERIENCE
Kamla Hotels' experience has been discussed in depth above. Combined, Devang and Sharad
Patel of Kamla Hotels have over 1,000 rooms under their management. As provided on the
Attachment B, Kamla Hotels has listed twelve hotels, under ownership and/or management,
generating over $14 million in annual revenue. They have been strictly hospitality developers
for over 25 years. The 3 hotels they have developed, own and operate in Downey, the
American Inn, Studio Inn & Suites and Regency Inn & Suites, together generate the 211d highest
amount of transient occupancy tax in the City, second only to the Embassy Suites Hotel.
Kamla Hotels' development team for this project will be led by Devang and Sharad Patel. They
have led the ground -up development of seven hotels, at this time. Preliminary drawings were
provided by David G. Simons Jr. Architects of Temecula, CA. This group has worked for Kamla
Hotels for many years in designing, programing and site planning many of its hotel projects.
First Choice Bank located in Cerritos, CA has discussed and analyzed this proposed project and
has expressed a serious interest in financing it. Currently, Kamla Hotels has five credit facilities
with First Choice Bank with loan commitments in excess of $16 million. A majority of these
loans were to provide financing for hospitality properties in which Devang Patel and his
partners hold a significant amount of ownership interests.
The remaining development team will be chosen through a deliberate bidding process
selecting contractors, engineers and consultants with the depth of experience and expertise in
executing a development plan of the magnitude and quality of the proposed SpringHill Suites
Hotel. Kamla Hotels worked closely with Marriott Lodging Development in analyzing the best
brand for the community and considering a variety of site factors.
DEVELOPMENT
Preliminary Timeline and Schedule:
Opening to close of Escrow
60 days
Architecture, Engineering, Permitting & Financing
120 days
Construction of on and off site improvement & hotel
420 days
Set-up & Pre -opening (Marriott Implementation)
30 days
Soft & Grand Opening
10 days
Total Project Time
640 days
Notable events within the development schedule will include:
Request for Proposal
LOM
1. Ground Breaking Event with City Council and other local dignitaries
2. Model Guest room suites made available for viewing
3. Soft Opening
4. Grand Opening
6C PROPOSED FACILITY BUILD -OUT
Attached is preliminary cost breakdown of the proposed SpringHill Suites by Marriott to be
built by Kamla Hotels. (Exhibit 1) The estimated total project cost is $15,034,270.00
The estimated cost per suite for this all -suite hotel is $123,000.00.
We have budgeted $5,000.00 per suite for refurbishing in a 5-7 year time frame.
This hotel will prominently feature architectural features and designs, inside and out,
representing Downey's proud heritage from the Apollo Space Program to the world's oldest
McDonald's. We intend to feature the areas' artists by exhibiting their art throughout the
hotel common areas. This will be "Downey's" hotel.
bD FINANCIAL CAPABILITY
Kamla Hotels is a holding company for the various special purpose entities formed for each of
Kamla's hotel projects. Therefore, we have included personal financial statements for Devang
Patel and Sharad Patel, the principals of Kamla Hotels, prepared in accordance with generally
accepted accounting principles. (Exhibit 2)
Each financial statement reflects extensive ownership of hotels throughout Southern
California. Sharad Patel, for instance, among the eight properties listed on his financial
statement, has listed a Travelodge Hotel in Lynwood valued at $5 million that is secured by a
$950,000.00 note. The eight hotel properties listed for Sharad have a combined value of
$32,300,000.00 with combined mortgages of $5,130,000.00.
Devang Patel has provided a list of eight hotel properties with a combined value of
$52,050,000.00 with mortgages of $25,110,000.00. The Eden Roc Anaheim Disney Resort
listed on his financial statement has a market value of $12,500,000.00, with a mortgage of
$4,725,000.00.
Devang Patel and family's personal financial statement provided states total assets of
$54,050,000.00; total liabilities of $25,110,000.00; and, a net worth of $28,940,000.00.
Sharad Patel and family have provided a financial statement stating total assets of
$33,415,000.00; total liabilities of $5,195,000.00; and, a net worth of $28,220,000.00.
Request for Proposal
Hotel Development Proposal - Kamla Hotels
First Choice Bank has provided Kamia Hotels with aletter mfinterest tofinance this project.
Vincent Wong, First Vice President of First Choice Bank states he has been in discussions with
Kamn|a and "would offer serious consideration in providing financing for said project." (Exhibit
We anticipate engaging our financing institution ofchoice immediately after being selected aa
the successful bidder. We anticipate a due diligence period of approximately 60 days and
close ofescrow contingent upon obtaining appraisals ofthe fair market value and purchase
price. We will purchase the property by cash, and continue to provide personal funding as we
proceed through the architectural, engineering, design and permitting phases, and into the
construction phase ofthe project.
The financing process will run in the range of 90-120 days parallel with the entitlement and
Request for Proposal
Hotel Development Proposal - Kamla Hotels
7 FACILITY DESIGN AND QUALITY `
We are providing an extensive architectural package along with this proposal The full color
photos provide a color palate based on a typical SpringHill Suites hotel. We have engaged our
architect to provide a site specific design and layout. The attachments we have included are as
follows (Exhibit 3):
1) The overall design of the hotel facility from a street front view, an aerial view of the
site layout, a proposed first floor including the lobby layout and meeting space. Also
included is a conceptual for the proposed roof top lounge. What these renderings do
not reflect is the uniquely distinct Downey historical and "heritage" architectural
features that we will include in the final design inside and out.
2) We have attached an extensive design package for a prototypical SpringHill Suites.
Extracted from that package for this tab is a page reflecting the look and layout of the
typical King room and shower, and the Queen/Queen optional layouts. These nicely
exemplify the advantage of an all -suite hotel in amenity, size and comfort. These
rooms are 420 square feet in size.
3) Throughout the prototypical hotel presentation attached, you will see a number of
photographic representations of the lobby area. As stated above, we have provided an
architectural drawing of the first floor reflecting the lobby, or "great room", as guest
enter the hotel which includes the lounge, communal circle, the buffet area and
network zone. We have also singled out pages for this tab reflecting the look and feel
of the prototypical lobby area.
4) For the meeting areas, please refer to the first floor layout which represents over
3,000 square feet of meeting space and business center. The main meeting room has
the flexibility to be split into smaller rooms, as needed. There is a private Board Room
across the hall from the proposed larger meeting room, as well.
5) Please refer to the attached prototypical SpringHill Suites hotel package for the detail
of the items requested in the sub section. This hotel provides a uniquely stylish
aesthetic and spacious suites at an affordable price. SpringHill Suites have become a
dominant player in the upper -moderate all suites hotel market because of its design
features and space.
6) As provided in the aerial site plan, this hotel will completely integrate the Dunkin
Donuts as a hotel amenity. Also, provided is the integration of the existing surface
parking lots and future parking structures with a fluid circulation plan.
Request for Proposal
Hotel Development rrrHotels
HOTELOPERATING
a. Kamla Hotels owns, operates and manages all of its hotels. The proposed SpringHill
Suites is no different. In fact, the Kamla advantage is that the management team is
homegrown and Downey based. No out of town management team that will take days
to respond to issues and problems. Kamla commits to provide the same award winning
management it currently provides to its other Downey hotels. Marriott Lodging
Development, through Scott McAllister, Area Vice President, has provided us with a
Letter of Interest expressing their interest in developing a SpringHill Suites hotel at the
Firestone location should Kamla Hotels be the successful bidder. (Exhibit 4)
b Kamla Hotels Inc. and/or an affiliate intends to develop, operate and manage this
subject hotel. Kamla reserves the right to assign this hotel to new special purpose
entity or LLC for this venture. In any event, Devang and Sharad Patel will act as general
partners and will operate and manage this hotel. We understand that assignment of
the Agreement to another entity following the date of the Certificate of Occupancy is
subject to the approval by the City of Downey, and will be strictly reviewed and may
not be approved by the City.
We would like to reiterate that Kamla Hotels has every intention of retaining
ownership and management of this hotel. Any assignment will be an "internal"
assignment and "in -name" only.
Attached is an "Anticipated Associate Chart -Post Opening" depicting the management
and personnel structure of the proposed hotel. (Exhibit 5) There will be a general
manager and an assistant general manager located on site. This hotel will employ in
the range of 40-50 employees as indicated on the Associate Chart.
This is the personnel level demanded to provide the quality of service promised by
Kamla Hotels and SpringHill Suites by Marriott. From its front desk staff to the servers
for the complimentary hot breakfast to the servers at the Roof Top Lounge, service will
be the trademark of this all -suites hotel.
Wages will be of a significant, livable level at this hotel. Kamla Hotels has a history of
attracting talented people and providing them the opportunity to grow with the
organization. The SpringHill Suites Hotel will continue that tradition. Front desk,
housekeeping, breakfast attendants and waiters will receive in the range of $10.00-
14.00 per hour. Engineering and night auditors will receive in the range of $14.00-
$18.00 per hour. The front desk manager, housekeeping and engineering manager will
have a salary range of $28,000.00-$32,000.00 annually. Our sales manager and, food
and beverage manager will have salaries starting in the $25,000.00-$40,000.00 range,
not including commissions. Our Assistant Manager will have a salary in the $35,000.00-
$40,000.000 range, and our General Manager will have a salary in the $50,000.00-
$70,000.000, not including commissions.
Request for Proposal
Hotel Development Proposal - Kamla Hotels
In total, Kamla Hotels' employees will be receiving in the range of $700,000.00
annually in wages. This will be another $700,000.00 going into the local economy as
we have a local hiring policy.
c. As stated previously, Kamla Hotels has been strictly in the business of developing and
operating hotels for over 25 years. It has over 1,000 hotel rooms under its award
winning management. It currently operates three hotels in the City of Downey, and is
the 2nd highest transient occupancy tax payer in the City, second to the Embassy
Suites. Every one of Kamla Hotels' properties is located on busy commercial
thoroughfares. From its hotel near Disneyland to its hotel in the wine country of
Solvang, Kamla has built its reputation on serving the business traveler as well as the
leisure traveler.
Its hotels, as listed on personal financial statements, include the romantic Wine
Valley Inn & Cottages in Solvang and strategically located Eden Roc Anaheim Disney
Resort, as well as the Residence Inn and Courtyard by Marriott under development in
Riverside by its affiliate. All are either the size and/or quality of the proposed SpringHill
Suites.
Request for Proposal
-1 M ffm 11 F1 =-
9 DISADVANTAGED BUSINESS ENTERPRISE.__
Kamla Hotels is not a certified DBEA. and does not wish to receive information on being
certified as such.
Request for Proposal
Hotel Development Proposal - Kamla Hotels
M 1
We are providing Projected Financials for the proposed SpringHill Suites Hotel as Attachment
D. This includes our projected revenue and expenses for the first five (5) years of the hotel
operation. As an existing Marriott franchisee and an operator of hotels for the past 25 years,
we are comfortable in presenting this pro -forma.
In summary, we estimate the average daily room rate to start at $125 in year 1 and will grow
to an estimated $137 per room by year S. We conservatively estimate occupancy to begin at
75% in year 1 and grow to 82% by year 5. We estimate to generate $375,722 in transient
oriented tax in year 1, up to $450,225 in year 5.
This hotel will generate additional tax sources to the City. The effect of the additional tax
generation will be significant in the City's ability maintain and expand its level of services.
With an estimated average length of stay at a SpringHill Suites Hotel of 2.3 days, there will be
a significant multiplier effect through the additional shopping, restaurant and recreational use
of its guests. This will be amplified by the SpringHill Suites target guest of a male in his mid -
40's, college-educated, taking 26 business trips a year with an average income of $129,000.00
per year. Remember, 58% of SpringHill Suites guests come through the Marriott Rewards
program, a clear Marriott advantage.
Request for Proposal
Hotel Development Proposal - Kamla Hotels
11 FINANCIAL BACKGROUND INFORMATION
a. Kamla Hotels Inc., the proposer, is a holding company for its numerous hotel holdings.
Kamla Hotels Inc. is a limited liability corporation consisting of Devang and Sharad
Patel. As such, we have provided personal financial statements for both individuals.
b. Kamla Hotels Inc. is a limited liability corporation with Devang Patel acting as general
partner.
c. See attached Exhibit 2, Personal Financial Statements.
d. Business References:
1) Aaron Telford
Coastal Valley Insurance Services, Inc.
2483 Sunrise Blvd, #B, Gold River, CA 95670
aaron@coastalvalley.com, (800)252-0422 (p), (916)436-0422 (f)
2) Niranjan Patel
Niranjan D. Patel Law Offices
1800 Studebaker Rd, Suite 700, Cerritos, CA 90703
lawrewards@ndplaw.net, (562)467-8952 (p), (562)467-8953 (f)
3) Brendan Watters
Boomerang Hotels
100 Bluegrass Commons Blvd, Suite 110, Hendersonville, TN 37075
Financial References:
1) Kimberley Thornberry
Vice President, Senior Relationships Manager
Banc of California
888 Disneyland Dr., Ste. 500, Anaheim, CA 92804
Kimberley.thornberry@bancofcaI.com, (714)864-5009 (p), (877)885.4820 (f)
2) Vincent Wong
First Vice President
First Choice Bank
17785 Center Court Drive, Suite 750, Cerritos CA 90703
(562)345-9092 (p), (562)926-8737 (f)
e. The financial changes that have occurred over the past two years for Kamla Hotels and
its principals have been positive with a steady growth in annual revenue and asset
value.
f. Kamal Hotels is not in the Dunn and Bradstreet nor the Standard and Poor's Summary.
As stated previously, Kamla Hotels is a limited liability corporation that is a holding
company for the many hotels owned and managed by Kamla.
Request for Proposal
Hotel Development ProposalHotels
12 DEVELOPER'S FINANCIAL QUALIFICATIONS
a. Please seethe personal financial statements for both Devang Patel and Sharad Patel.
b. The source of funding for all pre -development activities will come from the personal
assets of Devang and Sharad Patel.
c. A combination of personal assets and institutional financing will make up the needed
equity to develop this project.
d. Vincent Wong Kimberley Thornberry
First Vice President VP, Senior Relationship Mgr.
First Choice Bank Banc of California
17785 Center Court Drive, Suite 750 888 Disneyland Dr. Ste. 500
Cerritos, CA 90703 Anaheim, CA 92804
(562)345.9092 Tel (714)864.5009 Tel
(562)926.8737 Fax (877)885.4820 Fax
Kimberley.Thornberry@bancofcal.com
e. Please see the attached letter (Exhibit 6) from Vincent Wong from First Choice Bank.
His contact information is provided above.
f. Please see the attached Attachment E's.
g. Kamla Hotels is not currently in any lawsuits or financial settlements that would impact
our ability to undertake and complete this project.
h. Kamla Hotels is not involved in any litigation or other disputes that could result in a
financial settlement having a material adverse effect on our ability to execute this
project.
i. Neither Kamla Hotels, Devang Patel nor Sharad Patel have filed for bankruptcy or had
projects foreclosed upon.
Request for Proposal
12644 Lakewood Blvd
Suite 100
KAMLA
HOTIF-S Downey, CA 90242
i
Phone: 562-231-5973
Fax: 562-231-5988
Email: infa@kamlahtel, m
P -aco—
City of Downey
Attn: Aldo Estrella Schindler
U-I�riwW4
11111 Brookshire Avenue
Downey, CA 90241
III accept is ietter authoffffig-A-6-156-Yfib-Amore to res on e a o — Fa-t5UfMTM=,
Sharad Patel, to the City of Downey's "Request for Proposals, Development and Operation of a Hotel" located at 9066
Firestone Boulevard.
111�111 IIII !1I IIII II III III III IIIjI!I
Truly,
Devang Patel
City of Downey
Attn: Aldo Estrella Schindler
I I I I I Brookshire Avenue
Downey, CA 90241
Dear Mr. Schindler,
Please accept this letter authorizing Robert Gilmore to respond on behalf of Kamla
Hotels Inc., Dev Patel and Sharad Patel, to the City of Downey's "Request for Proposals,
Development and Operation of a Hotel" located at 9066 Firestone Boulevard.
Mr. Gilmore has the requisite signature authority on behalf of the parties listed.
If you should have any questions, please do not hesitate to contact me.
CALIFORNIA LL- T CIVIL CODE § 1189
I ..
A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the }
Cdocument to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California t )
kaijulity V,
On r,.` r before me,
Date
personally appeared r y{= A
wito f loverd to ire 0 1 the ltasis 111 satisfar
,Alt°t;;Cr°ttr(lyd tri 010 WOW) zrsstrLUrten! and Irt
ALICIA PLANCARTE
Commission # 1966247
Notary Public - California
Los Angeles County
'37 Comm Egwcs Feb 7, 2016
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Here losort Name O f Tiof tl Officer
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Place Notary Sea/ Above
OPTiONAL
Though this section is optional, completing this information can deter alteration of the doclimelt or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of DQCUITlent: -- — Documew Date
Number of Pago3 Signer(s) Other Than Named Above:
Cpci (ie) Claimed bySigner(s)
Signer's Name Signer s Name:
Corporate Ofti ?I - Title(s): _ _ _ Corporate Officer — Title(s).
i Partner — f I iiil.ed i i General Partner -- I-imAted General
I Individual Attorney in Fact individual Attorney in Fact
Trustee Guardian or Conseivatoi Trustee C�uardian or Conservator
]Other: - - -- _ Other: -
Signer Is Represe,iting Signer Is Representing
1 • r ■ • • • II •1111MIMINE• `i
ATTACHMENT "B"
The Proposer has the Hotel Design, Development and/or Operating experience at the
following locations:
Project Name and Location: Eden Roc Inn & Suites -Disneyland Resort
Dates: May, 2012 To: Present
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: dpatel@kamlahotels.com
Hotel Operation annual gross revenues for the last 5 years (if applicable):
Approx $1,500,000.00 since ownership in 2012 annually.
Project Name and Location: Wine Valley Inn & Cottages - Solvann ('A
Dates: October, 2013 TO: Present
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: dpatel@kamlahotels.com
$3,000,000 annually
! I I 11111q I 1111111q I I � I I I I g�� I I I ��� � I . 0 9 .:•-
$3,000,000
a—
(Use additional sheets for other locations)
The proposer has operated Under its current name since 2006
for a period of years and months and the
Proposer (if applicable, ) formerly operated under the name',
Indepedent
ATTACHMENT
The Proposer has the Hotel Design, Development and/or Operating experience at the
following locations:
Project Name and Location: -Springhill Suites by Marriott- Hesperia, CA
Dates: April -2005 To: Present
Contact's Name: Day Patel
Phone number: 562-712-3211
E-mail address: dpatel@kamlahotels,com
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$1.800000:00 annually
Project Name and Location: Red Roof Inn Onatrio International Airport
Dates: October, 2009 TO: December, 2011
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: dpatel@kamiahotels.corn
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$1,600,000 annually
(Use additional sheets for other locations)
The proposer has operated under its current name since 2006
for a period of 8 - years and 9 months, and the
Proposer (if applicable, ) formerly operated under the name:
Independent
ATTACHMENT "B"
rig
The Proposer has the Hotel Design, Development and/or Operating experience at the
following locations:
Project Name and Location: Studio Inn & Suites- Downey, CA
Dates: November, 2006 TO: Present
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address'. Ag�!� �hbtW�060
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$950,000 annually
Project Name and Location: American Inn- Downey, CA
Dates: April 1997 TO: Present
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: Dpatel@kamlahotels.com
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$180,000 annually.
(Use additional sheets for other locations)
The proposer has operated under its current name since 2006 1
for a period of 8 years and 9 months, and the
Proposer (if applicable, ) formerly operated under the name:
Independent
ATTACHMENT "B"
The Proposer has the Hotel Design, Development and/or Operating experience at the
following locations:
Project Name and Location: Travelodge Hotel- Lynwood, CA
Dates: TO: Present
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: d ate els corn
qp �15ka�mlahqt�
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$650,000.00 annually
Project Name and Location: Guesthouse Inn & Suites
Dates: July, 1997 To: Present
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: Dpatel@kamiahotels.com
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$550,000.00 annually
(Use additional sheets for other locations)
The proposer has operated under its current name since 2006 1
for a period of 8 years and 9 months, and the
Proposer (if applicable, ) formerly operated under the name:
Indepedent
ATTACHMENT "B"
Qualifications Statement
The Proposer has the Hotel Design, Development and/or Operating experience at the
following locations:
Project Name and Location: Guesthouse Inn & Suites Pico Rivera, CA
Dates:; October,: 2001 To: Present
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: dpatel@kamlahotels.com
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$550,000.00 annual)
Project Name and Location: Howard Johnson Inn & Suites -Pico Rivera, CA
Dates: April, 2007 TO: Present
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: dpatel@kamlahotels.com
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$750,000.00 annual]
(Use additional sheets for other locations)
The proposer has operated under its current name since 2006
for a period of 8 years and 9 months, and the
Proposer (if applicable, ) formerly operated under the name:
Independent
ATTACHMENT "B"
The Proposer has the Hotel Design, Development and/or Operating experience at the
following locations:
Project Name and Location: Holiday Inn & Suites -Hesperia, CA
Dates: September, 2002 TO: Present
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: Dpatel@kamiahotels.com
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$2,200,000.00 annually
Project Name and Location: Portola Inn & Suites
Dates: _8EL2226_ To: June, 2014
Contact's Name: Dev Patel
Phone number: 562-712-3211
E-mail address: dpatel@kamlahotels.com
Hotel Operation annual gross revenues for the last 5 years (if applicable):
$950,000.00 annually
(Use additional sheets for other locations)
The proposer has operated under its current name since 2006 1
for a period of 8 years and 9 __ months, and the
Proposer (if applicable, ) formerly operated Under the name:
Independent
A"< 0
. ..... . . . ... � � y
< lift
Marriott International Inc. 1301 Dove Street, Suite 500
&;V�N Aarnott,
Hotel Development Newport Beach, CA 92660
_._.
Scott McAllister
Vice President
480-962-1809
480-907-11911'ax
December 15, 2014
Mr. Dev Patel
Kamla Hotels
12644 S. Lakewood Blvd Suite 100
Downey, CA 90242
Dear Mr. Patel,
It was a great pleasure speaking with you about your interest in developing a Marriott branded
hotel in Downey, CA. This letter is to express our interest in developing a SpringHill Suites in
the Downey, CA market. As we discussed, Marriott International does not have any hotel
representation in Downey and have been interested in developing a hotel on the site on
Firestone Blvd. Marriott is interested in Kamla Hotels developing a SpringHill Suites in Downey
should Kamla Hotels be successful at acquiring the site through the RFP process.
Based on my knowledge of the Downey market and my meetings with several of the Downey
City Officials, I would suggest developing a SpringHill Suites that would have somewhere
between 115-135 rooms based on site layout and other factors. As you know, the SpringHill
Suites is doing very well as a brand. With a newly designed lobby experience, fitness facility,
complimentary breakfast all make for great amenities at an all -suite hotel that would benefit
both the business traveler as well as the leisure traveler. While the SpringHill Suites brand does
not have a full service restaurant, it wouldn't be necessary based on the number of restaurants
nearby, but you developing a bar would be another nice amenity for hotel guests.
Please feel free to reach out with any questions or when you are ready to discuss the next
steps.
Kind regards,
Scott McAllister
Area Vice President
Marriott Lodging Development
First in Speed I Service I Solutions
Date: January 16, 2015
To: To whom it may concern,
RE: Credit Reference for Mr. Devang Patel of Kamla Hotel Group and RFP Springhills SuitesHotel
Development in Downey, CA.
To whom it may concern,
The above company and its principal have been First Choice Bank (FCB) customer since May 2012.
Kamia Hotel Group and its principal Mr. Devang Patel currently have five credit facilities with FCB with
loan commitment inexcess mf$1Gmillion. Amajority ofthese loans were toprovide financing for
hospitality properties in which Mr. Devang Patel and his family members hold a significant amount of
ownership interests. The Kam|aHotel Group actively manages these properties unadaily basis. All
loans with FCB have been handled as agreed with exceptional loan repayment track record.
Mr. Patel has been |ndiscussion with FCB |nregards toproviding financing for the proposed 3phnghUb
Suites Hotel (nDowney. This isthe type ofthe property/transaction FCB would beinterested in
providing financing for, Given Mr. Pate|'sextensive experience inhospitality industry and his
outstanding track record with FCB, and provided that all terms and conditions fall within F[8'slending
perimeters, FCB would offer serious consideration inproviding financing the said project.
Vinc�ent Wo, rg--
First Vice President/
0 Headquarters - 17785 Center Court Drive. Suite 750, Cerritos, CA 90703 , Tel: (562) 345-9092 - Fm (562) 926-8737
0 Cerritos Branch - 12845 Towne Center Drive, Cerritos, CA 90703 - Tel: (844) 392-2942 - Fax: (562) 381-7111
0 Alhambra Branch , 407 W. Valley Blvd., Unit 1, Alhambra, CA 91803 - Tel: (626) 300-8987 - Fax: (626) 300-8507
13 Rowland Heights Branch - 17458 E. Colima Road, Rowland Heights. CA 91748 * Tel: (626) 964-3400 - Fax: (626) 964-8750
0 Anaheim Branch - 2401 E. Katella Avenue. Suite 125, Anaheim, CA 92806 - Tel� (714) 634-5119 - Fax; (714) 456-9813
�ncmrscrunc�mocomsmucrmw
Front Elevation
w
a
"
deet/ t t s a i n?r, z+ ewG i *bka r n v{za=Y+�"x x+ t ara ann:yrq rp�
_yy
Building Length
298 feet
Building Depth
65 feet
t
Land
2p18 acres
Parking
128 spaces
Site Plan
Im
Ground Floor
SpringHill Suites Criteria Facilities Program
Program (Prototype)
King Shower
63%
81
369
29,889
King Accessible
3%
4
496
1,984
Queen/Queen Shower
14%
18
436
7,848
Queen/Queen with 4'-6" Tub
11%
14
436
6,104
Queen/Queen with T-0" Tub
6%
8
496
3,968
Queen/Queen Accessible
2%
3
496
1,488
Total Units
100%
128
4,027
Corridor/Elevator Lobby
7,551
7,551
Stairs
2
232
1,856
Elevators
2
131
524
Elevator Machine Room
84
84
Linen
1
326
326
Vending & Ice (Upper Floors)
1
306
306
Guest Laundry
87
87
Total Guest Room Support/Circulation
10,734
Lobby/Lounge
2,066
The Market
ill
Vending Area
0
Business Library
112
Meeting Room
356
Fitness Room
419
Vestibule (Front & Rear)
132
Carl Storage
40
Circulation
673
Public Toilets
254
Indoor Pool
1,181
Total Public Space
5,344
Registration Desk
229
Work Area
297
General Manager Office
171
Sales Manager Office
236
Luggage Storage Room
61
Associate Break Room
190
Associate Restroom
47
Housekeeping Laundry
557
Food & Beverage Preparation Room
260
Engineering/Maintenance Room
214
Mechanical/Electrical Room
822
Janitor's Closet
28
Telephone Equipment/Video Room
213
Pool Equipment/Storage
109
The Market Storage
71
Corridor & Roof Access
522
Total Back of House
4,027
Total Guest Rooms
51,2131
Total Guest Room Support/Circulation
10,734
Total Public Space
5,344
Total Back of House
4,027
Total Gross Building Area
71,386
Total Square Foot Per Room
558
Data based on a 128 -room prototype
A/
Sp,ingHIII Suites by Marriott
------ ----- . .....
The Suite Seeker
Target Guest: Stylish Suite -Seeker
The SphngHi||Suites guest bafrequent business traveler lovkimgfo,fnesh,
interesting and stylish hotels toprovide the space heorshe needs tnrelax and
make travel more enjoyable. They want:
a Spacious suites
• Exceptional service and reliability
wDistinctive design astyle a\anaffordable price
• Value: complimentary hot breakfast, high-speed Internet access
• Business travel tobeabout more than business: instill calm, enrich life
and embrace the locale
Brand Positioning: STYLE, SPACE, VALUE
a.
Gen 4.5 Prototype and Inspire 136cor
The design of the lobby and guest suite has been enhanced, continuing to deliver
a highly differentiated experience and solidifying the SpringHill Suites leadership in
to ease new -build costs, increase operational efficiency and offer a design with
2 broad appeal across multiple markets. Key highlights of the prototype:
• Maximize lobby space efficiency and functionality by increasing
breakfast seating and buffet length
• Eliminate soft walls and introduce architectural focal walls that
serve as both functional and design elements
=Enhance lobby decor »oreflect the brand personality while increasing
operational sustainability
�Provide dedicated business center
wOffer optional bar plan
�Feature one compartment bathroom
Allow for optional two compartment bathroom
49 Marnolt* Internaurirval parmered with the J,S. Green Ouildiny Council's (USGOC) and joined
its LEED Volume Program to develop a pre -approved prototype design for vach of our
Select 5erv�(e arKf Wooded Stay bt4nds, Simplifying th( I fED certification pmre�.s enables
owners to take advantage of a cost-effective and streamlined approach to building their hotels.
MARRIOTT Marriott aspires to 00 the global hospitality leader that demonstrates how
responsible hospitality Management can be a positive force for the environment
Marriott International, Inc- ^1mm0 Fem°vodRoad, Bethesda, MID z081r~w*mruoamopwent com^March an1u
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