Westminster Swanson Land Partners LLC

Transcription

1 Westminster Swanson Land Partners LLC 280-Acre Bristol Meadows Bristol, Wisconsin C O N F I D E N T I A L O F F E R I N G M E M O R A N D U M o c to b e r EXCLUSIVE ADVISORS COLLIERS BENNETT & KAHNWEILER LAND GROUP AND INVESTMENT SERVICES GROUP 6250 N. River Road, Suite Rosemont, Illinois Tel: Fax:

2 Disclaimer Statement This Offering Memorandum, which contains brief, select information pertaining to the business and affairs of the Property, has been prepared by Colliers Bennett. This Offering Memorandum does not purport to be all-inclusive or to contain all of the information a prospective purchaser may desire. Neither Owner nor Colliers Bennett, nor any of their officers, employees, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of the Offering Memorandum or any of its contents and no legal liability is assumed or shall be implied with respect thereto. By acknowledging your receipt of this Offering Memorandum, you agree: 1) the Offering Memorandum and its contents are confidential; 2) you will hold and treat it in the strictest of confidence; and 3) you will not, directly or indirectly, disclose or permit anyone else to disclose this Offering Memorandum or its contents in any fashion or manner detrimental to the interest of Owner. Photocopying or other duplication is strictly prohibited. The Property and improvements described in the Offering Memorandum are being sold on an As Is, Where Is basis without representation or warranties. Owner and Colliers Bennett expressly reserve the right, at their sole discretion, to reject any or all expressions of interest or offers to purchase the Property unless and until a written agreement for the purchase and sale of the Property has been fully executed and delivered. If you do not wish to pursue negotiations leading to this acquisition, or if in the future you discontinue such negotiations, then you agree to return the Offering Memorandum to Colliers Bennett. This Offering Memorandum shall not be deemed to represent the state of affairs of the Property or constitute an indication that there has been no change in the state of affairs of the Property since the date the Offering Memorandum was prepared. Page i

3 Table of Contents I. Value Proposition Overview 1 II. Concept Plan Concept Plan 3 Renderings and Photographs 4 Overview 6 Municipal Services 6 Next Steps 6 III. Location Introduction 7 Location Map 7 Macro Aerial Photograph 8 Micro Aerial Photograph 9 IV. Area Overview Demographics 10 Schools 10 Projected Growth 10 V. Contact Information Contact Information 11 VI. Property Financial Analysis Proforma 12 Page ii VII. Terms of Sale Terms of Sale 14

4 I. Value Proposition After completing nearly three years of valuable due diligence, engineering, and planning work, Westminster Swanson Land Partners (WSLP) is pleased to offer through exclusive agent Colliers Bennett 280 acres of the 410-acre Bristol Meadows property in Bristol, Wisconsin. Bristol Meadows consists of 219 single-family homes, 100 attached homes, and 38 acres of business park/commercial land. While the proposed development claims many positive attributes, a potential buyer would achieve the greatest value from the following key points: Market Dynamics Kenosha County s dynamic economy has made it one of the country s fastest growing counties Lakeview Corporate Park in nearby Pleasant Prairie, a 9.5 million square foot mixed-use campus, has added nearly 8,500 jobs to the area Kenosha County aggressively supports and seeks the addition of new companies to the area, making new housing options viable Located near the state line, Illinois-based companies and residents alike are flocking to the area to achieve a greater value and lower operating costs Future Abbott Laboratories Campus As further testimony to the strength of the market, Abbott Laboratories has chosen a site 3 miles east of Bristol Meadows to construct a 500-acre, $1.2 billion gated corporate campus that will employ up to 12,000 The State of Wisconsin is providing a $12.5 million incentive for Abbott to construct as many as four 12-story buildings which are expected to occupy the first Abbott employees in fall 2008 Plans also include one or two hotel conference centers as well as surrounding retail options 16 different roadways are slated for improvement to accommodate growing traffic Project Highlights This beautiful rural setting is conveniently located near Interstate 94, the main thoroughfare to the Chicago and Milwaukee metropolitan areas Concept plan includes an expansion of the existing community athletic park, four acres for a community center, and 11 acres for a school site A local charity currently has 73 acres of Bristol Meadows under contact which includes 40 acres of mature trees that must remain undeveloped Page 1

5 I. Value Proposition Progress to Date Potential buyers will benefit from 3 years of completed due diligence, engineering, and planning work Much of the hurdles in the county s lengthy approval process have been overcome and WSLP is currently in the final approval stage Steps that have been finalized: ó ó ó ó Preliminary Plat Approval Water and Sewer Agreement Zoning Approval, CSM Approval Approved Army Corps of Engineers and WisDNR Permits Page 2

6 II. Concept Plan Page 3

7 II. Concept Plan Page 4

8 II. Concept Plan Page 5

9 II. Concept Plan Overview WSLP presented its plan, which includes 219 single family homes, 100 attached homes, and over 38 acres of business park/commercial to the Bristol Township Board. The township board granted a zoning amendment, certified survey map (CSM) approval, conditional use permit, and preliminary plat approval. Subsequently, the township board also approved the project s connection to the municipal sanitary sewer service facility. WSLP s plan also incorporates an expansion of the existing community athletic park, four acres for a community center, and approximately eleven acres for a school site. In addition to this, they are under contract with a local charity, Living Waters, to sell approximately 73 acres of the proposed development that includes a historic home and barn along with 40 acres of mature oak trees that must remain undeveloped under the plan approval. Municipal Services The site benefits from access to available sewer and water capacity. Next Steps WSLP has completed 3 years of completed due diligence, engineering, and planning work on the Bristol Meadows project. At the current time, the remaining steps to bring the project to fruition are: Submit the final plat for approval Submit the development agreement with the Town of Bristol for approval Page 6

10 III. Location The Bristol Meadows project is adjacent to the main east/west arterial through this portion of Kenosha County (Route 50), and less than 5 miles from Interstate 94. The Bristol area has been an actively sought after area among home builders in recent years. Approximately three miles northeast of Bristol Meadows along Route 50 Strawberry Hills (a joint Neumann Homes/William Ryan Homes project) is currently under construction and will include over 1,000 units and a golf course on more than 500 acres. Abbott Laboratories plan to construct a 500-acre production and office facility along I-94 and Highway 165 less than 5 miles away has spurred even more interest in the area. Page 7

11 A c r e B r i s t o l M e a d o w s B r i s t o l, W i s c o n s i n III. Location Local Aerial Page 8

12 A c r e B r i s t o l M e a d o w s B r i s t o l, W i s c o n s i n III. Location Site Aerial Page 9

13 IV. Area Overview Area Demographics According to a study by Claritas Site Reports, the following information portrays demographic statistics pertaining to the area within a five-mile radius of the subject property. Population 28,161 Five-Year Projected Growth 11.03% Average Household Income $77,972 Median Housing Value $205,747 Owner Occupied Housing Units 77.46% Average Age Page 10 Schools The 280-acre site is served by the Bristol #1 District and the Bristol School, an elementary school that caters to grades kindergarten through eight. The site is also located in the Central-Westosha UHS high school district and is served by Central High School. Also nearby the town of Bristol are the following colleges and universities: The University of Wisconsin-Parkside (Kenosha, WI) Gateway Technical College (Kenosha, WI) Carthage College (Kenosha, WI) Projected Growth Region The Southeastern Wisconsin Regional Planning Commission (SEWRPC) was established in 1960 as the official area-wide planning agency for the highly urbanized southeastern region of the State. The Commission serves the seven counties of Kenosha, Milwaukee, Ozaukee, Racine, Walworth, Washington, and Waukesha. The resident population of the region was 1,931,200 in 2000, compared to 1,810,400 in The increase of 120,800, or 6.7 percent, in the regional population during the 1990s is substantially greater than the increases experienced during the 1970s (8,700 persons) and 1980s (45,600 persons). County According to the SEWRPC, Kenosha County added 127,870 residents between 1990 and According to the U.S. Census Bureau, there were 162,001 residents living in the county in These figures can be viewed by visiting The SEWRPC predicts that Kenosha County will have 235,500 residents by the year Local According to the U.S. Census Bureau, the town of Bristol added 570 residents between the years 1990 and 2000, and as of 2006 it had a population of 4,909.

14 V. Contact Information The sale of the Property is being exclusively handled by Colliers Bennett s Land Group and Investment Services Group. Please contact the individuals below for additional information. Gregory Pacelli, SIOR Principal Direct: Fax: gpacelli@colliersbk.com Steven Disse Principal Direct: Fax: sdisse@colliersbk.com Mark Dolemba Vice President Direct: Fax: mdolemba@colliersbk.com Rob McAdams Associate Direct: Fax: rmcadams@colliersbk.com Page 11

15 VI. Property Financial Analysis Acquisition Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Project Cumulative REVENUE Number of Bristol Single Family 21,000 s.f. Lots/Units Per Unit Sale Price $70,000 $75,000 $80,000 $225,000 Recapture Fees - Sanitary/Water Capacity Per Unit (2) $0 Total Bristol 21,000 s.f. Single Family Revenue $0 $0 $1,400,000 $1,500,000 $1,600,000 $0 $0 $4,500,000 Total Bristol 21,000 s.f. Single Family Sewer/Water Hook-Up Fees $0 $0 $0 $0 $0 $0 $0 $0 Number of Bristol Single Family 15,000 s.f. Lots/Units Per Unit Sale Price $60,000 $65,000 $70,000 $195,000 Recapture Fees - Sanitary/Water Capacity Per Unit (2) $0 Total Bristol 15,000 s.f. Single Family Revenue $0 $3,180,000 $3,445,000 $3,710,000 $0 $0 $0 $10,335,000 Total Bristol 15,000 s.f. Single Family Sewer/Water Hook-Up Fees $0 $0 $0 $0 $0 $0 $0 $0 Number of Bristol Townhouse Lots/Units 1 1 Per Unit Sale Price $5,200,000 $5,200,000 Recapture Fees - Sanitary/Water Capacity Per Unit (2) $0 Total Bristol Townhouse Revenue $0 $0 $0 $0 $5,200,000 $0 $0 $5,200,000 Total Bristol Townhouse Sewer/Water Hook-Up Fees $0 $0 $0 $0 $0 $0 $0 $0 Number of Bristol Living Waters Bulk Sale Lots/Units 1 1 Per Unit Sale Price $620,000 $620,000 Recapture Fees - Sanitary/Water Capacity Per Unit (2) $0 Total Bristol Living Waters Bulk Sale Revenue $0 $620,000 $0 $0 $0 $0 $0 $620,000 Total Bristol Living Waters Sewer/Water Hook-Up Fees $0 $0 $0 $0 $0 $0 $0 $0 Total Sales Revenue $0 $3,800,000 $4,845,000 $5,210,000 $6,800,000 $0 $0 $20,655,000 Less Brokerage Fees (2.5% of Total Sales Revenue) 0.00 ($110,580) ($140,990) ($151,611) ($197,880) $0 $0 ($601,061) Sales Tax Rebates Reimbursement for Rt. 31 Improvements $0 Hook-Up Fees - Sanitary/Water Capacity Per Unit (2) $0 $0 $0 $0 $0 $0 $0 $0 Total Net Revenue $0 $3,689,420 $4,704,011 $5,058,389 $6,602,120 $0 $0 $20,053,940 Page 12

16 Acquisition Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Project Cumulative EXPENSES Land Costs Land Acquisition ($11,750,000) Project Costs All Entitlement/Engineering/Legal (3) ($689,352) ($218,000) $0 $0 $0 $0 ($907,352) Construction Improvements $0 Spine Infrastructure (4) $0 $0 Pad Development for Single Family Homes (5) $0 $0 $0 $0 $0 $0 $0 Total Expenses ($11,750,000) ($689,352) ($218,000) $0 $0 $0 $0 ($12,657,352) Cash Flow $3,000,068 $4,486,011 $5,058,389 $6,602,120 $0 $0 $19,146,588 Investment Balance/Profit ($11,750,000) ($8,749,932) ($4,263,922) $794,468 $7,396,588 $7,396,588 $7,396,588 $9,970,377 Operating Cash Flow ($11,750,000) $3,000,068 $4,486,011 $5,058,389 $6,602,120 $0 $0 $19,146,588 IRR 19.91% Page 13

17 VII. Terms of Sale Westminster Swanson Land Partners LLC 5, 172+/- Acre Multi-Site/Multi-State Residential Commercial Development Opportunity As Westminster Swanson Land Partners LLC, ( SELLER ) authorized representative, Colliers Bennett ( SALES AGENT ) has been directed to offer their portfolio of properties ( PROPERTIES ) for sale or investment. The PROPERTIES, consisting of 6,174 planned or entitled, residential units and over 199+/- acres of retail are offered as a bulk sale or individual parcels, subject to offer. Please click below for additional information specific to each individual development opportunity. Municipality Total Size Product Mix Total Units Total Commercial Illinois Wildflowers of Prairie Grove Prairie Grove 1,077 Acres 233 Multi-Family 1,184 Single Family 1, Acres Retail Page 14 Tall Grass Prairie Grove 219 Acres 146 Single Family 330 Multi-Family Lakemoor Village Square Lakemoor 616 Acres 433 Single Family 680 Multi-Family Lindenhurst Village Green Lindenhurst 24 Acres 32 Single-Family 220 Multi-Family Wisconsin Bristol Meadows Bristol 280 Acres 219 Single Family 100 Multi-Family Acres Retail Acres Retail Acres Retail Acre Business Park Stonebridge Farm Pleasant Prairie 138 Acres 214 Single Family 214 N/A Arizona The Reserve Buckeye 189 Acres 515 Single Family 515 N/A Rooks Road Buckeye 40 Acres 125 Single Family 125 N/A Colorado The Reserve at Elk Meadows Glenwood Springs 1,645 Acres 200 Single Family 200 N/A California Rock Springs Ranch Riverside County 470 Acres 123 Single Family 123 N/A The Villages of Sonata Brawley 320 Acres 603 Single Family 617 Multi-Family Florida 1,220 N/A The Reserve at Manatee Forest Manatee County 154 Acres 200 Single Family 200 N/A Total 5,172 Acres 3,994 Single Family 2,180 Multi-Family 6, Acres

18 VII. Terms of Sale The following information for the PROPERTIES is available through our password protected Due Diligence website for review and consideration by qualified interested parties: Survey Title Commitment Environmental Wetland & Floodplain Wildlife Draintile Real Estate Taxes Traffic & Transportation Plans Agreements Fees Preliminary Plat Sewer and Water Engineering Infrastructure Improvements Landscaping Open Space Final Plat Phasing Photos & Renderings Archeological & Historical No warranty or representation is made to the accuracy of the foregoing information. Terms of sale or lease and availability are subject to change or withdrawal without notice. The Westminster Swanson Land Partners LLC portfolio is truly an extraordinary opportunity offering key land positions to meet future demand as current lot inventories diminish. The PROPERTIES are located in premium locations with top tier schools and commercial prospective purchasers ( PROSPECTIVE PURCHASERS ). We respectfully request that only those PROSPECTIVE PURCHASER S with the experience and financial capability respond to this offering. Page 15

19 VII. Terms of Sale Offering Price and Terms PROPERTIES are offered for sale under the following terms. Subject to offer 90 days due diligence period, with refundable earnest money deposited. Earnest money becomes non-refundable upon expiration of due diligence period Closing 30 days after expiration of due diligence period DISCRETION AS TO ACCEPTABLE PROSPECTIVE PURCHASERS In making its decision to provide access to the Due Diligence website, the SELLER will consider various aspects of the PROSPECTIVE PURCHASER S capabilities. The evaluation will include, but not be limited to: Performance capacity of PROSPECTIVE PURCHASER as shown by corporate brochures, annual reports or other information sources. The financial ability of PROSPECTIVE PURCHASER to close transaction contemplated in its offer. Previous relevant real estate acquisition and/or development project history. Any other items helpful in qualifying the PROSPECTIVE PURCHASER. Any other reasonable material as required by the SELLER. PROSPECTIVE PURCHASER S INTERESTED IN RECEIVING ACCESS TO THE DUE DILIGENCE WEBSITE FOR REVIEW AND CONSIDERATION IN PREPARATION OF AN OFFER SHALL SUBMIT A LETTER OF INTEREST AND QUALIFICATION ADDRESSING THE ITEMS ABOVE AND REMIT SUCH LETTER TO: Greg Pacelli, SIOR Steve Disse Mark Dolemba gpacelli@colliersbk.com steve.disse@colliersbk.com mdolemba@colliersbk.com Rob McAdams rmcadams@colliersbk.com The SELLER shall make all of these considerations in their sole and absolute discretion. Page 16

20 VII. Terms of Sale COnfidenTialiTy This Offering Package is confidential and intended solely for your own limited use in considering whether to acquire PROPERTIES. In accepting access to this website, you as a PROSPECTIVE PURCHASER agree to the following: SALES AGENT has provided a password to PROSPECTIVE PURCHASER for access to this information website for the PROPERTY. This website contains Evaluation Materials to aid PROSPECTIVE PURCHASER in connection with discussions concerning PROSPECTIVE PURCHASER S possible purchase of the PROPERTY only on the condition that PROSPECTIVE PURCHASER agrees to treat the Evaluation Materials confidentially specifically in accordance with the terms below and has submitted an executed Confidentiality Agreement to SALES AGENT prior to receipt of PROSPECTIVE PURCHASER S website password issued by SALES AGENT: Page The Evaluation materials furnished to you will not be used for any purpose other than to evaluate a possible purchase of the PROPERTY by PROSPECTIVE PURCHASER as a Principal exclusively for PROSPECTIVE PURCHASER S own account; PROSPECTIVE PURCHASER will not make any of the Evaluation Materials available, or disclose or distribute, either orally or in writing, any of the contents of the Evaluation Materials, to any person other than your counsel, analyst(s), equity partner(s), or potential lender(s) (hereinafter Excluded Persons ); PROSPECTIVE PURCHASER will not disclose to any person, other than Excluded Persons, either the fact that discussions or negotiations are taking place concerning a possible investment in the PROPERTY by you or any of the terms, conditions or other facts with respect to any such possible investment, including the status thereof; PROSPECTIVE PURCHASER agrees that you will not contact the tenants on the PROPERTY in connection with your review of the Evaluation Materials. Any and all questions related to the Evaluation Materials must be directed solely to Greg Pacelli, Steve Disse, Mark Dolemba or Rob McAdams at Colliers Bennett Inc. You acknowledge that neither SELLER, nor SALES AGENT, nor any affiliate of either of such persons, nor any partner, director, officer, employee, agent of or consultant to any such persons (collectively, SALES AGENT ) has made any representation or warranty as to the completeness or accuracy of the Evaluation Materials, and any representation or warranty in connection therewith is herby expressly excluded. The Evaluation Materials provided to you are subject to, change of price or terms, withdrawal from market without notice, and prior sale. You agree that neither SELLER nor SALES AGENT shall have any liability to you resulting from the delivery to, or use by you of the Evaluation Materials or otherwise with respect thereto, and you agree to defend, indemnify and hold the SELLER and SALES AGENT harmless from and against all loss, damage or expense sustained or incurred by unauthorized distribution or disclosure of the Evaluation Materials by you; SALES AGENT may elect at any time to terminate access to the Evaluation materials, and PROSPECTIVE PURCHASER

21 VII. Terms of Sale 7. agrees that PROSPECTIVE PURCHASER will, following any request by SALES AGENT or if you do not wish to purchase the PROPERTY, promptly redeliver to SALES AGENT all written Evaluation Materials and any other written material (and agree to delete any analyses contained in a database or spreadsheet type format) containing information in the Evaluation Materials and will not retain copies of such written material. PROSPECTIVE PURCHASER further agrees not to disclose to any third-party information about PROPERTIES or about the operations of the SELLER learned in the course of submitting your offer. This confidential package contains brief, selected information pertaining to PROPERTIES, and has been prepared by SALES AGENT from the information supplied by SELLER and other sources. This confidential package does not purport to be all-inclusive or to contain all of the information, which a PROSPECTIVE PURCHASER may desire. Neither the SELLER nor any of its officers, principals, directors, employees, attorneys or SALES AGENT nor any of its officers, principals, directors, employees, attorneys make any representation or warranty, express or implied, as to the accuracy or completeness of this confidential package or any of its contents and no legal liability is assumed or to be implied with respect thereto. real estate BrOkers In accepting this Offering Package, PROSPECTIVE PURCHASER has submitted the PROSPECTIVE PURCHASER S Representation and Warranty Agreements and acknowledges the fact that Colliers Bennett is the SELLER S SALES AGENT working through its salespeople, Greg Pacelli, Steve Disse, Mark Dolemba and Rob McAdams and is acting on behalf of the SELLER. Information given to the SALES AGENT by the PROSPECTIVE PURCHASER may be disclosed to SELLER. PROSPECTIVE PURCHASER represents and warrants that no real estate broker or salesperson represents PROSPECTIVE PURCHASER other than the broker indicated in the PROSPECTIVE PURCHASER S Representation and Warranty Agreement (if applicable) and shall indemnify and hold SELLER and SALES AGENT harmless from any liability, claims, damages and loss including reasonable attorney s fees and costs arising out of or in connection with any misrepresentation or breach of warranty regarding the statements set forth above and it the PROSPECTIVE PURCHASER S Representation and Warranty Agreement. SELLER and SELLER S SALES AGENT shall not provide compensation (Broker s Fee) should PROSPECTIVE PURCHASER chose to use a real estate broker or salesperson. solicitation Of interest The SELLER expressly reserves the right, at its sole discretion, to reject any or all expressions of interest or offers to purchase PROPERTIES and expressly reserves the right, at its sole discretion, to terminate discussions with any entity at any time with or without notice. The SELLER shall have no legal commitment or obligations to any entity reviewing the offering information or making an offer to purchase PROPERTIES. Page 18

22 VII. Terms of Sale Leasehold Interests Existing leases will be assigned to PROSPECTIVE PURCHASER at closing. Leases will be provided to select PROSPECTIVE PURCHASER S for review. Seller Reservations SELLER reserves the right to decline any and all letter of interest and offers, and in its sole discretion, withdraw PROPERTIES from the market. SELLER may require verification of funds available to close the transaction prior to acceptance of an offer. The Terms and Conditions of Sale are subject to such modification as may be required by the law of the State of Illinois. Evaluation and Award SELLER in its sole and absolute discretion may select a PROSPECTIVE PURCHASER, in accordance with the Terms and Conditions of Sale. SALES AGENT will notify the successful PROSPECTIVE PURCHASER of SELLERS S selection of PROSPECTIVE PURCHASER to purchase the PROPERTIES. purchase Agreement The offering and sale of PROPERTIES are subject SELLER and PROSPECTIVE PURCHASER entering into a mutually acceptable Purchase Agreement to be provided by SELLER to the selected PROSPECTIVE PURCHASER. Failure by PROSPECTIVE PURCHASER to close as outlined in the Purchase Agreement may result, at the SELLER S option, in cancellation of the sale and forfeiture of all Earnest Money. Earnest Money Deposit All offers must include an initial Earnest Money Deposit of 1% of the proposed total purchase price, which shall be remitted upon execution of a mutually acceptable Purchase Agreement by SELLER and PURCHASER. PROSPECTIVE PURCHASER shall be required to increase its earnest money deposit to 2% of the total purchase price upon expiration of the due diligence period at which time, the total Earnest Money Deposit shall become non-refundable, but applicable to the purchase price. The Earnest Money Deposit shall become non-refundable in the event of the PROSPECTIVE PURCHASER S default. Page 19 DISCLAIMER OF WARRANTIES: AS IS CONVEyANCE - INSpECTION A. PROPERTIES are being offered on an as-is basis and the PROSPECTIVE PURCHASER will be expected to perform a thorough independent evaluation of PROPERTIES. The SELLER and SALES AGENT have not and will not make

23 VII. Terms of Sale Page 20 B. C. any representations as to the physical condition of PROPERTIES. PROSPECTIVE PURCHASER warrants and acknowledges to and agrees with SELLER that the PROSPECTIVE PURCHASER would purchase PROPERTIES in an as-is condition with all faults and specifically and expressly without any warranties, representations or guarantees, either express or implied, of any kind, nature or type whatsoever from or on behalf of the SELLER and/or SALES AGENT. PROSPECTIVE PURCHASER acknowledges that it has not relied, and is not relying, upon any information, documents, sales brochure or other literature, maps or sketches, projections, proforma statements, representations, guarantees or warranties (whether express or implied, or oral or written, or material or immaterial) that may have been given by or made by or on behalf of SELLER. PROSPECTIVE PURCHASER further acknowledges that it has made an independent review of PROPERTIES information and has submitted its offer upon said independent review. PROSPECTIVE PURCHASER further acknowledges it has made a full and complete inspection of PROPERTIES or has had a full and complete opportunity to do so, but has not done so at its own election. PROSPECTIVE PURCHASER hereby acknowledges that it shall not be entitled to, and should not, rely on SELLER or its SALES AGENT as to (i) the quality, nature, adequacy or physical condition of PROPERTIES, (ii) the quality, nature, adequacy or physical condition of soils or the existence of water at PROPERTIES, the nature and extent of any right-of-way, lease possession, lien, encumbrance, license, reservation, conditions or otherwise, the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, susceptibility to landslides, sufficiency of undershoring, sufficiency of drainage, whether the properties are located wholly or partially in a flood plain or a flood hazard boundary or similar area, the existence of non-existence of hazardous waste or other toxic materials or any kind, or any other matter affecting the stability or integrity of the land or any buildings or improvements situated on all or part of PROPERTIES; (iii) the existence, quality, nature, adequacy or physical condition of any utilities serving PROPERTIES; (iv) the development potential of PROPERTIES, its habitability, merchantability or fitness, suitability or adequacy of PROPERTIES for any particular purpose; (v) the zoning or other legal status of PROPERTIES; (vi) PROPERTIES or its operations compliance with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions or restrictions of any governmental or quasi-governmental entity or of any other person or entity; (vii) the quality of any labor or materials relating in any way to PROPERTIES; (viii) the condition of title to PROPERTIES or the nature, status and extent of any right of way, lease, right of redemption, possession, lien, encumbrance, license, reservations, covenant, condition, or restriction or any other matter affecting title to PROPERTIES. PROSPECTIVE PURCHASER acknowledges that it will make an independent review of PROPERTIES physical characteristics and will enter into a Purchase Agreement upon said independent review. After execution of the Purchase Agreement, PROSPECTIVE PURCHASER and/or their agents shall have the right to enter to conduct such feasibility studies, as PROSPECTIVE PURCHASER shall deem necessary to determine, in its sole and exclusive discretion, the suitability of PROPERTIES, the cost of which inspection shall be borne exclusively by PROSPECTIVE PURCHASER. PROSPECTIVE PURCHASER hereby agrees to indemnify and hold SELLER, its

24 VII. Terms of Sale D. officers, directors, attorney s, SALES AGENT, its officers, principals, directors and employees, and each institution that holds title to PROPERTIES, harmless from any and all claims, liabilities, damages, losses, causes of action and/or obligations incurred as a result of such entrance of PROSPECTIVE PURCHASER or their attorneys or agents upon PROPERTIES. SELLER and SELLER S SALES AGENT shall not be responsible to PROSPECTIVE PURCHASER or any other party or person for any negligent misrepresentation or failure to investigate PROPERTIES on the part of SELLER or any third party. Additional Information PROSPECTIVE PURCHASERS may contact Colliers Bennett and Kahnweiler with questions concerning PROPERTIES or the content of this website. All questions will be researched in the appropriate manner and in some cases utilizing SELLER S third party consultants. Answers to all questions will then be distributed to for the benefit of all PROSPECTIVE PURCHASERS. Please convey your questions via to: mdolemba@colliersbk.com Offer submission requirements PROSPECTIVE PURCHASERS must contact SALES AGENT to schedule an appointment to inspect the PROPERTY in preparation of their offer. Please contact us at: Greg Pacelli, SIOR Steve Disse Mark Dolemba gpacelli@colliersbk.com steve.disse@colliersbk.com mdolemba@colliersbk.com Rob McAdams rmcadams@colliersbk.com For an offer on PROPERTIES to be considered it must include: A completed Purchase Offer Format provided in Section IV, executed by the PROSPECTIVE PURCHASER. The proposed purchase price and terms; The due diligence and or entitlement period required by the PROSPECTIVE PURCHASER; And any other items Prospective Purchase would like SELLER to consider. Page 21 Offers that provide the most desirable economics and terms while demonstrating the most likely certainty of closing in the shortest time frame will be given more favorable consideration.

25 VII. Terms of Sale The SELLER shall make all of these considerations in their sole and absolute discretion. Purchase Offer format Offers must be submitted using the Purchase Offer Format provided. The following items are to be completed in the Purchase Offer: Prospective Purchase Name of the entity that will be designated as the PROSPECTIVE PURCHASER in the Purchase Agreement. Purchase Price The amount being offered for PROPERTIES. Closing Date The date on which the PROSPECTIVE PURCHASER will close on PROPERTIES. Due Diligence/Entitlement Contingency Any due diligence inspections or entitlement period required by the PROSPECTIVE PURCHASER; of which closing of the transaction would be contingent. Anticipated Debt Equity Sources Describe sources of capital that will be used to fund the purchase price. History and Experience Provide information on the company history of the PROSPECTIVE PURCHASER. Describe the prior experiences and principals involved in executing comparable projects. Principals Identify the controlling interests in the PROSPECTIVE PURCHASER S company. Attorney Identify PROSPECTIVE PURCHASER S attorney who will provide counsel on the transaction and on finalizing the Purchase Agreement. Page 22

26 VII. Terms of Sale References Provide three (3) references, including one (1) banking or financial institution. Include name of company, address, contact person, phone number and address. Contact Information Identify the individual that will serve as the primary point of contact and provide that parties contact information. Delivery Of Offer Please a digital copy of your offer to gpacelli@colliersbk.com and steve.disse@colliersbk.com with the following information: Prospective Purchaser Purchase Price Earnest Money Closing Date Due Diligence Anticipated Debt Equity Sources History and Experience Attorney References Contact Information Company Name Address Name Title Telephone Page 23 SALES AGENT MAKES No warranty or representation to the accuracy of the foregoing information. Terms of sale and availability are subject to change or withdrawal without notice.