BID PROPOSAL FORMS FOR THE SALE OF REAL PROPERTY LOCATED IN THE CITY OF CORONA IN THE COUNTY OF RIVERSIDE

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1 BID PROPOSAL FORMS FOR THE SALE OF REAL PROPERTY LOCATED IN THE CITY OF CORONA IN THE COUNTY OF RIVERSIDE Bid Proposal to Purchase Real Property February 5, :00 a.m. This Real Property is offered by RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT ("DISTRICT") Bid offers will be done through a sealed competitive bid process. RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT 1995 Market Street Riverside, California 92501

2 TABLE OF CONTENTS A. INSTRUCTIONS TO BIDDERS 1 B. BID PROPOSAL TO PURCHASE REAL PROPERTY 2 C. BROKER'S CERTIFICATION 5 D. BIDDER'S INDEMNIFICATION OF LIABILITY 6 AND CERTIFICATION E. DISTRICT RESOLUTIONS: 7 1. RESOLUTION NO. F , PUBLIC INVITATION FOR THE SALE OF FEE SIMPLE INTERESTS IN DISTRICT OWNED REAL PROPERTY 2. RESOLUTION NO. F NOTICE OF INTENT TO SELL A FEE SIMPLE INTEREST IN DISTRICT OWNED REAL PROPERTY WITH EXHIBITS PAGE - i -

3 INSTRUCTIONS TO BIDDER 1. Bids are to be made only on the basis of Resolution No. F , Public Invitation for the Sale of Fee Simple Interests in District Owned Real Property. A Bidder shall not be relieved of his bid nor shall any change be made in his bid because of mistakes. 2. The submittal of a bid shall be deemed evidence that the Bidder has carefully examined the laws relating to District property, inspected the site, examined these instructions and is fully aware of the responsibilities of the Bidder. 3. Bids should be plainly marked on the outside of a sealed envelope "Proposal to Purchase Oak Street Channel Surplus Real Property, Assessor's Parcel Numbers , , , and ", and submitted to the Clerk of the Board, 4080 Lemon Street, 1 st Floor, Riverside, CA A Bidder's Indemnification of Liability and Certification form shall be completed, signed and submitted with any Bid Proposal. 5. Any bids may be withdrawn at any time prior to the hour fixed for the receipt of bids, provided that a request in writing, executed by the Bidder or his duly authorized representative for the withdrawal of such bid, is submitted to and filed with the Clerk of the Board. The withdrawal of a bid shall not prejudice the right of a Bidder to file a new bid prior to the time and date set for the receipt of bids. 6. The District reserves the right to seek supplementary information from any Bidder at any time between the dates of bid submission and the bid acceptance. 7. The right to reject any and all bids, both written and oral, and to withdraw the property from sale is reserved. The offer to sell real property is not binding on the District or the successful Bidder until final acceptance by the District's Board of Supervisors. 8. Award of this sale, if it is awarded, will be to the "Highest Responsible Bidder", whose proposal complies with all requirements prescribed herein. In the selection of the "Highest Responsible Bidder", the following facts will be taken into consideration: a. The highest purchase price offered b. Ability and willingness to perform 9. If there are any differences between the District Resolutions or the Bid Proposal Documents, Resolution No. F shall control. 10. If there are any problems or questions regarding filling out the forms, assistance may be obtained at the District's office, Right of Way Acquisition Section, 1995 Market Street. Riverside, California 92501,

4 BID PROPOSAL TO PURCHASE REAL PROPERTY BID SUBMITTAL DEADLINE: MONDAY, FEBRUARY 4, 2013 AT 3:30 P.M. BID SUBMITTAL LOCATION: CLERK OF THE BOARD, 4080 LEMON STREET, 1 ST FLOOR, RIVERSIDE, CA BID PROPOSALS OPENED: FEBRUARY 5, 2013 AT 11:00 A.M. (OR SHORTLY THEREAFTER, SCHEDULE PERMITTING) Date of Submittal The minimum bid for the sale has been set at two hundred eighty-two thousand two hundred dollars ($282,200). No oral or written bid below this amount will be considered. Bidder must purchase the subject real property in an "AS IS" condition. The District makes no warranties or representations, including but not limited to the condition, use or title, regarding the real property. Pursuant to Resolution No. F Public Invitation for the Sale of Fee Simple Interests in District Owned Real Property, the undersigned Bidder hereby offers to purchase the fee simple interests in real property located in the City of Corona, County of Riverside, described in Exhibits "A" and "B" of Resolution No. F , said real property consisting of approximately 48,657 square feet of unimproved vacant land, a portion of Assessor's Parcel Numbers , , , and The Bidder, (name) hereby submits an offer for the purchase of said property in the amount of $, to be paid as follows: 1. A down payment, payable to the District in a non-negotiable form specified herein, in the sum of ($ ) including the requisite $10,000 deposit. 2. This bid is accompanied by a deposit of cashier's check or a money order in the amount of ten thousand dollars ($10,000). In the event this proposal is accepted by the Board of Supervisors, said amount shall be credited to the cash down payment. 3. This proposal is for the purchase of the real property described in Resolution No. F in accordance with the terms and conditions set forth below and is an irrevocable offer after the bid proposals have been opened on February 5, ADDITIONAL TERMS: A. In the event that there are no successful oral bids made through the public competitive bidding process, and two or more of the acceptable written proposals are for equal purchase price amounts and are also the highest written proposals, then, the successful bid shall be determined as follows: The one accompanied by the largest deposit shall be the successful bid.

5 B. The successful bid, less any deposit, shall be paid within sixty (60) days of the date of the acceptance thereof. C. Title insurance shall be at the purchaser's option, and shall be at purchaser's expense. D. The sale is subject to final acceptance and approval by the District's Board of Supervisors. E. Conveyance of title shall be by Quitclaim Deed to the successful Bidder or his duly authorized agent and pursuant to an Agreement for the Purchase and Sale of Real Property entered into between the District and the successful Bidder. Title shall be subject to covenants, conditions, reservations, restrictions, easements and rights of way of record, if any. No guarantee, either expressed or implied, is made by the District regarding any permitted land use of the subject property or any possible change in land use zone or the availability of public utility services to the property. Lack of success in obtaining any certain land use permits or utility services for the property shall not be a basis for the successful Bidder to refuse to complete the purchase. F. The assistance of licensed real estate brokers in procuring and submitting bids on behalf of the prospective purchaser is permitted, however, the District, pursuant to Resolution No. F , will not pay, nor be responsible for paying, a broker's or agent's commission. All of the amount specified herein as the offered purchase price shall be exclusive of any commission the Bidder may be obligated to pay a broker or agent. In the event any such real estate broker or agent is used by the Bidder, then, in that event, such broker or agent must possess a valid California Real Estate Broker's License, and such broker's participation as the submitting broker must be validated in writing by the Bidder in the Bidder's Indemnification of Liability and Certification form provided in the bid proposal documents. In addition, a Broker's Certification form must be completed and attached to the Bid Proposal Form at the time of submission. G. An escrow, to be handled by a separate company, may be requested by the successful Bidder; however, all costs thereof shall be at the Bidder's expense. H. All real property transfer taxes and recording fees, if any, shall be paid by the successful Bidder. I. All amounts due and any necessary documents required of the Bidder to complete the sale shall be delivered to the District by Bidder, or a duly authorized agent, within sixty (60) days of the date that the successful bid is accepted by the Board following the public bid proposal opening date. J. If prior to the recordation of the Quitclaim Deed to the successful Bidder or his duly authorized agent, the successful Bidder fails to make any payment at the time due, or to perform any covenant or agreement when such performance is required under the terms of this resolution, then the District may, at its option, declare a cancellation and termination of the sale by written notice to the successful Bidder, and at the expiration of ten (10) days following the depositing of such notice by first class mail, postage prepaid and addressed to the successful Bidder at his address designated at the time his bid was submitted, the sale shall be ended and of no further effect

6 K. IN THE EVENT THE DISTRICT DECLARES A CANCELLATION AND TERMINATION OF THE SALE, PURSUANT TO PARAGRAPH "J", THEN THE DISTRICT SHALL RETAIN TEN THOUSAND DOLLARS ($10,000.00) OF THE DEPOSIT SUBMITTED WITH THE BID AS LIQUIDATED DAMAGES FOR SUCH FAILURE TO CARRY OUT THE SALE OF THE PROPERTY. THE SUCCESSFUL BIDDER, BY MAKING A BID PURSUANT HERETO, AND THE DISTRICT AGREE THAT SUCH DAMAGES ARE TO BE THE SOLE REMEDY FOR SUCH A BREACH, IN THAT AT THE TIME OF MAKING AND ACCEPTING THE BID, IT WOULD BE IMPRACTICAL, AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT WOULD FLOW FROM THE SUCCESSFUL BIDDER'S REFUSAL OR FAILURE TO CONSUMMATE THE TRANSACTION. L. The District reserves the right to reject all bids, both written and oral and to withdraw from sale. (Bidder's Signature) Name: Address: Daytime Phone Number: Dated: - 4 -

7 BROKER'S CERTIFICATION (Attach to Bid Proposal, If Applicable) I hereby certify that I am a licensed real estate broker holding an active license in the State of California and that my license, No., is currently valid and will not expire until. Further, I certify that the accompanying bid proposal has been submitted by me on behalf of:, the Bidder(s) executing the same and that neither I nor any sub-agent participating in the submission of this bid under my license is a direct or indirect prospective purchaser or interest holder or has a family or special relationship with the Bidder(s). I acknowledge and accept that the District is not, nor will be, liable for any amounts due to me for a broker's or agent's commission under any circumstance whatsoever. Any commission or consideration that may come due to me for my representation of the Bidder in this bid proposal transaction is entirely between the Bidder(s) and me. I have no legal right to seek such commission or consideration from the District. (Broker's Signature) Name: Address: Dated: - 5 -

8 BIDDER'S INDEMNIFICATION OF LIABILITY AND CERTIFICATION TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT: (INITIAL ONLY THE APPLICABLE ONE) As the Bidder, I hereby confirm that a Real Estate Broker or Agent has not participated in securing or submitting this Bid Proposal. As the Bidder, I hereby confirm that a Real Estate Broker or Agent has been authorized to represent me, including participating in submitting a Bid Proposal on my behalf, for the purchase of the subject real property. The Broker/Agent's name is. I warrant that I am solely responsible for paying such Real Estate Broker or Agent for any commission or consideration due by me and the District shall not be responsible for nor pay a broker's or agent's commission concerning this matter. If at any time a claim for commission due is requested, it shall be the responsibility of the Bidder and NOT the District. Bidder agrees to indemnify, defend and hold the District harmless for, from and against any and all claims, demands, liabilities, costs, expenses, damages and losses; cause or causes of action and suits of any nature whatsoever, caused by, arising out of or in any way connected with any acts or omissions by Bidder concerning any real estate broker or agent's participation and representation in this Bid Proposal or the sale of the subject real property. BIDDER: Signed: Name: Dated: - 6 -

9 DISTRICT RESOLUTIONS 1. RESOLUTION NO. F , PUBLIC INVITATION FOR THE SALE OF FEE SIMPLE INTERESTS IN DISTRICT OWNED REAL PROPERTY 2. RESOLUTION NO. F NOTICE OF INTENT TO SELL A FEE SIMPLE INTEREST IN DISTRICT OWNED REAL PROPERTY WITH EXHIBITS - 7 -

10 BOARD OF SUPERVISORS RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT RESOLUTION NO. F DECLARATION OF SURPLUS REAL PROPERTY AND NOTICE OF INTENT TO SELL A PORTION OF DISTRICT OWNED REAL PROPERTY WHEREAS, the Riverside County Flood Control and Water Conservation District (District) is the owner of certain real property, consisting of approximately 48,657 square feet of land, located at the end of E Street in the City of Corona, County of Riverside, Assessor's Parcel Numbers , -022, -023, -024 and -047 (Property); and WHEREAS, the District hereby finds that this Property is no longer needed, nor will be needed in the future, for District purposes; and WHEREAS, following adoption of this resolution, the District will provide written offers to sell to other public agencies or housing sponsors pursuant to the California Surplus Lands Act (Government Code Section et seq); and WHEREAS, in the event that no public agencies or housing sponsors desire to accept the District's offer to sell, the District intends to consider proposals from the general public for the purchase of the Property on the terms and conditions set forth by this resolution; and WHEREAS, the District further finds that the sale of this Property offers the best economic return and reduces the District's real property maintenance responsibilities. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Supervisors of the Riverside County Flood Control and Water Conservation District in regular session assembled on July 31, 2012, that the fee simple interests in real property Assessor's Parcel Numbers , -022, -023, -024 and -047, located in the City of Corona, County of Riverside, State of California, described in Exhibit "A" and shown on Exhibit -1-

11 "B", attached hereto and made a part hereof, are no longer necessary to be retained by District for public purposes. BE IT FURTHER RESOLVED, DETERMINED AND ORDERED that in the event no public agencies or housing sponsors accept the District's offer to sell and the requisite time has passed after the written offers have been provided under the California Surplus Lands Act, the Board authorizes the General Manager-Chief Engineer to offer this Property for sale to the general public on the terms and conditions provided herein. NOTICE IS HEREBY GIVEN that it is the intention of the Board to consider proposals and sell the Property pursuant to a competitive bidding process and the provisions of Section of Chapter 48 of the Water Code appendix, upon the following terms and conditions: 1. The nature of the Property to be sold are parcels of unimproved land consisting of approximately 48,657 square feet located at the end of E Street in the city of Corona, County of Riverside, State of California. 2. The sale will be held on Tuesday, November 6, 2012 in the meeting room of the Board of Supervisors, County Administrative Center, 4080 Lemon Street, 1 st Floor, Riverside, California at 11:30 a.m., or as soon thereafter as the Agenda of the Board permits. 3. Sealed bids will be received by the Clerk of the Board at any time up to 11:30 a.m. on said sale date on the 1 st Floor of the County Administrative Center. Bids shall be submitted on the District's bid form and bids shall be plainly marked on the outside "Proposal to Purchase Real Property APN's , -022, -023, -024 and - 047, 11:30 a.m.., November 6, 2012". The District's bid form may be obtained from the District's Real Property Section, located at 1995 Market Street, Riverside, California 92501, along with the Instructions to Bidders. The bid form contains the -2-

12 terms and conditions for the sale of the property. Prospective bidders may inspect the bid form at no charge. 4. All sealed bids shall be for not less than $282, and shall be accompanied or preceded by a deposit of not less than 10 percent (10%) of the bid amount, in cash, cashier's check or certified check as security that the successful bidder will complete the terms and conditions of the sale. 5. Balance of the bid amount hereby offered, in excess of the down payment, shall be paid in cash within sixty (60) days of the bid acceptance. All costs including escrow and/or title insurance shall be borne by the purchaser. 6. After the sealed bids have been opened and read, a call for oral bids will be held until the highest bid has been made and the bidding is closed. Oral bids must be accompanied by a deposit as required for the written bid proposal unless deposit was previously submitted. Each oral bid shall exceed the highest written proposal by not less than 5 percent (5%). Unless a deposit has been previously made with a sealed bid, oral bidders must, at the time of their first oral bid, deposit the amount required by Paragraph 4 hereof, in order to be considered. 7. After oral bidding has been closed, oral bidders, in order to continue to be considered for possible purchase of the subject property, shall submit their highest oral bid in writing on the District's bid form and submit said form, along with the appropriate deposit to the General Manager-Chief Engineer of the District not later than 4:00 p.m. on the date of the oral bidding. 8. Final acceptance of the successful bid by the Board may be made on said date or any adjourned session of the same meeting held within the following ten (10) days. -3-

13 The right to reject any and all bids, both written and oral, and to withdraw the property from sales is reserved. 10. The District will not pay a broker's or agent's commission. All amounts specified herein shall be exclusive of any commission the bidder may elect to pay a broker. 11. Deposits of the unsuccessful bidders will be returned or refunded after final acceptance or rejection of all bids, or after withdrawal of the property from sale. 12. The title company shall be selected by the District. The escrow shall close, title shall pass and possession shall be delivered within sixty (60) days after the date of acceptance by the Board of the successful bid. 13. The District will convey all right, title and interest which it owns in the Property and title conveyed shall be subject to all liens and encumbrances, easements, rights of way, taxes and assessments, if any, and deed and tract covenants, conditions and restrictions, whether recorded or not. 14. It is the responsibility of the bidder to perform its own due diligence concerning the Property. BE IT FURTHER RESOLVED, DETERMINED AND ORDERED that notice of this sale shall be given by posting copies of this Resolution signed by the Chairman of the Board of the Riverside County Flood Control and Water Conservation District in three (3) public places in the County, not less than fifteen (15) days before final bid date, and by notifying all other public agencies within whose jurisdiction these properties are located. GSW:rlp -4-

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29 BOARD OF SUPERVISORS RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT RESOLUTION NO. F PUBLIC INVITATION FOR BIDS FOR THE SALE OF FEE SIMPLE INTERESTS IN DISTRICT OWNED REAL PROPERTY LOCATED IN THE CITY OF CORONA, COUNTY OF RIVERSIDE WHEREAS, the Riverside County Flood Control and Water Conservation District (District) is the owner of certain fee simple interests in real property, consisting of approximately 48,657 square feet of unimproved land, located at the end of E Street in the City of Corona, County of Riverside, State of California, a portion of parcels with Assessor's Parcel Numbers , , , and (Property); and, WHEREAS, on July 31, 2012, the District Board of Supervisors (Board) adopted Resolution No. F declaring this Property as surplus and no longer needed, nor will be needed in the future, for District purposes; and, WHEREAS, the District has provided written offers to sell to other public agencies or housing sponsors pursuant to the California Surplus Lands Act (Government Code Section et seq) and received no acceptable offers to purchase; and, WHEREAS, the District now desires to consider bids from the general public for the purchase of the Property on the terms and conditions hereafter set forth; now, therefore, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Supervisors of the Riverside County Flood Control and Water Conservation District, that this Resolution shall be posted and published in the manner consistent by law, and shall constitute the notice of the offer of the real property for sale on the following terms and conditions: 1. Bids are to be made in writing and submitted in a sealed envelope, mailed or delivered in person, to the Clerk of the Board's Office, located at 4080 Lemon Street, 1 st Floor, Riverside, California, 92501, received no later than 3:30 p.m. on

30 the Monday immediately preceding the sale date set to open and consider all bids. All written bids shall be submitted on official bid documents provided by the District. Envelopes shall be plainly marked on the outside "Proposal to Purchase Oak Street Channel Surplus Real Property, Assessor's Parcel Numbers , , , and ". The District's bid documents may be obtained from the Real Property Section at the District, located at 1995 Market Street, Riverside, California 92501, along with the Instructions to Bidders. Bids that are not on official District bid documents will not be considered. Facsimile, telegraphic, or electronic bids will not be accepted. Bids delivered to locations other than that specified in this notice will not be accepted. 2. The bid documents contain the terms and conditions for the sale of the property. Prospective bidders may inspect the bid documents at no charge. 3. A written bid must be signed by the person or authorized representative of an entity on whose behalf the bid proposal is submitted. 4. The sale will be held on Tuesday, February 5, 2013 in the meeting room of the District Board of Supervisors, County Administrative Center, 4080 Lemon Street, 1 st Floor, Riverside, California at 11:00 a.m., or as soon thereafter as the Agenda of the Board permits. 5. The Clerk of the Board will open the bid proposals at the time, date and place specified in Section 4 herein this notice. Thereafter, the Clerk of the Board will call for oral bids. An oral bid will only be accepted if all of the following are met: a. If the oral bid is at least 5% higher than the highest written bid; and b. It is reduced to writing and signed by the person or by a duly authorized agent of an entity (who shall possess sufficient written proof of delegated authority) on whose behalf the bid is made; and

31 c. Oral bids must be accompanied by a deposit as is required for the written bid proposal unless deposit was previously submitted; and d. In the case of an oral bid following the first oral bid, if it is at least $1,000 higher than the last oral bid. 6. All sealed bids shall be accompanied by a deposit of ten thousand dollars ($ ), in the form of a money order or cashier's check payable to the Riverside County Flood Control and Water Conservation District, as security that the successful bidder will complete the terms and conditions of the sale. If the successful bidder fails to purchase the Property for any reason whatsoever, the $10, shall be retained by the District as damages, not as a penalty, for failure to purchase in accordance with the bid. 7. Balance of the successful bid amount hereby offered, in excess of the deposit, shall be paid in cash, legal tender of the United States, within sixty (60) days of the bid acceptance or by close of escrow. All costs including escrow and/or title insurance shall be borne by the purchaser. 8. The minimum purchase price shall be for not less than two hundred eighty-two thousand two hundred dollars ($282,200.00). No written or oral bid below that amount will be considered. 9. Final acceptance of the successful bid by the Board may be made on said date or any adjourned session of the same meeting held within the following ten (10) days. 10. The District reserves the right to reject any and all bids, both written and oral, and to withdraw the property from sale. If the successful bidder fails to purchase the Property, the District reserves the right to take such measures as it deems appropriate to sell the Property. The District may, but shall have no obligation to, accept the next highest bid.

32 The District will not pay a broker's or agent's commission. All amounts specified herein shall be exclusive of any commission the bidder may elect to pay a broker. 12. Deposits of the unsuccessful bidders will be returned within a reasonable period of time after final acceptance or rejection of all bids, or after withdrawal of the property from sale. 13. The title company shall be selected by the District. The escrow shall close, title shall pass and possession shall be delivered within 45 days after the date of acceptance by the Board of the successful bid. 14. The District will convey all right, title and interest which it owns in the Property and title conveyed shall be subject to all liens and encumbrances, easements, rights of way, taxes and assessments, if any, and deed and tract covenants, conditions and restrictions, whether recorded or not. 15. It is the responsibility of the bidder to perform its own due diligence concerning the Property. BE IT FURTHER RESOLVED, DETERMINED AND ORDERED that the Clerk of the Board is hereby authorized to receive any sealed bids for the purchase of the Property that are in compliance with the terms provided herein this notice. BE IT FURTHER RESOLVED, DETERMINED AND ORDERED that notice of this sale shall be given by posting copies of this Resolution signed by the Chairman of the Board of the Riverside County Flood Control and Water Conservation District in three (3) public places in the County of Riverside, not less than fifteen (15) days before final bid date, and by notifying all other public agencies within whose jurisdiction these properties are located. GSW:rlp

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48 @ AGREEMENT OF PURCHASE AND SALE The RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, hereinafter called "DISTRICT", and, hereinafter called "PURCHASER", hereby agree as follows: RECITALS A. DISTRICT owns the fee simple title of certain real property located in the City of Corona, Riverside County, California, more particularly described in Exhibit "A" attached hereto and made a part hereof. This property contains approximately 48,657 square feet of land. B. PURCHASER desires to purchase the rights to PROPERTY held by DISTRICT and DISTRICT desires to sell PROPERTY, as described in said Exhibit "A". C. The parties desire by this Agreement to provide the terms and conditions for purchase and sale of said PROPERTY. AGREEMENT THE PARTIES, THEREFORE, AGREE AS FOLLOWS: 1. PURCHASE: PURCHASER agrees to buy and DISTRICT agrees to sell, via Quitclaim Deed, the fee simple title interests, which it holds in PROPERTY, as described in said Exhibit "A" and for the purchase price and upon the terms and conditions hereinafter set forth Purchase Price The total purchase price for SURPLUS PROPERTY shall be the sum of dollars ($ ). PURCHASER shall deposit the remainder of the purchase price minus the original ten thousand dollar ($10,000) deposit, within thirty (30) days from the approval of the Board of Supervisors of the Riverside County Flood Control and Water Conservation District. 2. TITLE INSURANCE: Title Insurance shall be at PURCHASER'S option and shall be at PURCHASER'S expense. 3. "AS-IS" CONVEYANCE: PURCHASER acknowledges that, except as expressly provided in this Agreement, neither DISTRICT nor any of its employees, agents or representatives have made any representations, warranties or agreements to or with PURCHASER on behalf of DISTRICT as to any matters concerning PROPERTY, its present use or condition, or the suitability of -1-

49 PROPERTY for PURCHASER'S intended use. PURCHASER further acknowledges and agrees that PROPERTY to be purchased, conveyed and accepted by PURCHASER in its present condition is "AS-IS." 4. INTERPRETATION: In determining the meaning of, or resolving any ambiguity with respect to any word, phrase or provision of this Agreement, neither the Agreement nor any ambiguity or uncertainty will be construed or resolved against either party (including the party primarily responsible for drafting and preparing this Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the parties have participated equally or have had equal opportunity to participate in the drafting hereof. 5. MISCELLANEOUS 5.1. Notice: Any notice to be given or other document or documents to be delivered to either party by the other hereunder may be delivered in person or may be deposited in the United States mail in the State of California, duly registered or certified, with postage prepaid, and addressed as follows: DISTRICT: RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT 1995 Market Street Riverside, CA Attn: Warren D. Williams General Manager-Chief @ Any notice or other document sent by registered or certified mail as aforesaid shall be deemed to have been effectively served or delivered at the expiration of twenty-four (24) hours following the deposit of said notice or other document in the United States mail Time of Essence: Time is of the essence with respect to each and every provision hereof Assignment: Neither this Agreement, nor any interest herein, shall be assignable by any party without prior written consent of the other parties Governing Law: All questions with respect to this Agreement and the rights and liabilities of the parties hereto shall be governed by the laws of the State of California. -2-

50 Inurement: Subject to the restrictions against assignment as herein contained, this Agreement shall inure to the benefit of and shall be binding upon the assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto Attorney Fees: In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorney fees and costs Entire Agreement: This Agreement contains the entire Sales Agreement of the parties hereto and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto, relating to the subject matter contained in this Agreement which are not fully expressed herein, which will be concurrently recorded with the vesting deeds as described in Section 1 hereof Additional Documents: All parties hereto agree to execute any and all additional documents and instruments necessary to carry out the terms of this Agreement No Merger: All warranties, representations, acknowledgments, release, covenants and obligations contained in this Agreement shall survive delivery and recordation of the Grant Deed Ratification: This Agreement is subject to approval and ratification by the Board of Supervisors of the Riverside County Flood Control and Water Conservation District. // Counterparts: This Agreement may be signed in counterpart or duplicate copies and any signed counterpart or duplicate copy shall be equivalent to a signed original for such purposes. // // (Signatures are on next 2 pages) -3-

51 EXECUTED on the date or dates set forth below. This Agreement shall be effective as of the date signed by all parties. DATE: (to be filled in by the Clerk of the Board) RECOMMENDED FOR APPROVAL: RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT By: MARION ASHLEY, Chairman Riverside County Flood Control and Water Conservation District Board of Supervisors By: WARREN D. WILLIAMS General Manager-Chief Engineer ATTEST: KECIA HARPER-IHEM Clerk of the Board APPROVED AS TO FORM: By: Deputy PAMELA WALLS County Counsel (SEAL) By: SYNTHIA M. GUNZEL Deputy County -4-

52 By Name Title By Name Title -5-