INSTRUCTIONS FOR PROSPECTIVE BUYERS OF 5935 & 0 Watt Avenue

INSTRUCTIONS FOR PROSPECTIVE BUYERS OF 5935 & 0 Watt Avenue North Highlands, California 95660 SALE OF REAL PROPERTY OWNED BY THE SACRAMENTO COUNTY SUCCESSOR AGENCY Submit Offer to: County of Sacramento Real Estate Division 3711 Branch Center Road Sacramento, CA 95827 Attention: Sonja Bartley BartleyS@SacCounty.net

Table of Contents OVERVIEW... 3 SUBJECT PRO PERTY... 4 BUYER INSTRUCTIONS... 5 PURCHASE OFFER PACKAGE... 7 SELECTIO N CRIT ERIA... 7 MISCELLANE OUS... 8 TENTATIVE SCHE DULE... 8 EXHIBIT A Legal Description... 9 EXHIBIT B Assessor s Parcel Map... 10 EXHIBIT C Aerial Photo... 11 EXHIBIT D Location Map... 12 EXHIBIT E Waiver and Release of Liability and Indemnity Agreement... 13 EXHIBIT F Permit-to-Enter... 14 EXHIBIT G Agreement to Escrow Instructions for Earnest Money Deposit... 27 EXHIBIT H Sales and Purchase Agreement... 28 EXHIBIT I Purchase Offer Form... 44 2

OVERVIEW The Sacramento County Successor Agency, the successor agency to the Redevelopment Agency of the County of Sacramento (Successor Agency), owns this real property in the former McClellan Redevelopment Project Area. Pursuant to State Law ABx1 26 and AB 1484, the Successor Agency must dispose of the property in a manner consistent with the California State Department of Finance (DOF) Long Range Property Management Plan (Property Plan), which was approved by DOF in March 2014. The Successor Agency subsequently entered into an Inter-Agency Project Agreement with the County of Sacramento for assistance in implementing the Property Plan and the sale of this Subject Property. The Subject Property is located at 5935 Watt Avenue (APN 215-0182-028) and 0 Watt Avenue (APN 215-0182-032), North Highlands, CA 95660, situated within the Gateway District in the unincorporated area of Sacramento County (see the Subject Property section below and Exhibits A to D for further details). All offers will be considered. The Subject Property offered for sale is on an AS-IS basis. Sale is a buyer beware sale. Prospective buyers are advised to read information provided in the Preliminary Report dated January 27, 2016 and investigate the property BEFORE submitting an offer to purchase. Upon request, prospective buyers will be given a 30-day Waiver and Release form and/or short-term Permit-To-Enter to conduct its due diligence tests and inspections. This Instructions For Prospective Buyers package contains the following exhibits and forms: Exhibit A: Legal Description Exhibit B: Assessor s Parcel Map Exhibit C: Aerial Photo Exhibit D: Location Map Exhibit E: Waiver and Release of Liability and Indemnity Agreement Exhibit F: Permit-To-Enter Exhibit G: Agreement to Escrow Instructions for Earnest Money Deposit Exhibit H: Sales and Purchase Agreement Exhibit I: Purchase Offer Form 3

SUBJECT PRO PERTY 5935 & 0 Watt Avenue, North Highlands, CA 95660 The Subject Property is located at 5935 Watt Avenue (APN 215-0182-028) and 0 (5900 Block) Watt Avenue (APN 215-0182-032), situated within the Gateway District in the unincorporated area of Sacramento County (see Exhibits A to D for further details). The Subject Property consists of approximately 128,066 square feet or 2.94 acres. It is located within the North Highlands Town Center Special Planning Area and zoned as Retail/Commercial by the County of Sacramento. To determine what uses are designated within the zoning criteria, consult the Planning Department of the County of Sacramento: County Planning Department, Public Information Counter: 827 7 th Street, Room 102 Mon-Fri 8:30 AM - 4:30 PM (916) 874-6221 Email: Sacplan@Saccounty.net Website: http://www.per.saccounty.net 4

BUYER INSTRUCTIONS 1) DUE DILIGENCE. During the open market period the buyer is encouraged to conduct any and all of its due diligence inspections, including but not limited to the Subject Property s physical and environmental conditions, and all factors related to its use. The buyer should investigate the subject property to satisfy questions of all relevant matters before submitting an offer to purchase. 2) WAIVER AND RELEASE (prior to submitting offer). Should a prospective buyer desire to conduct any non-intrusive activities on the Subject Property (for example, a site walk), a Waiver and Release of Liability and Indemnity Agreement, in the form hereto attached as Exhibit E, must be signed by anyone entering the property. 3) PERMIT-TO-ENTER (prior to submitting offer). Should a prospective buyer desire to conduct any intrusive due diligence activities on the Subject Property (for example, soil and/or water sampling or any other activities requiring excavation), a short-term Permit-To-Enter, in the form hereto attached as Exhibit F, must be signed by the prospective buyer and the Successor Agency. Certain insurances will be required. 4) EARNEST MONEY DEPOSIT. Each offer to purchase submitted must be accompanied by an Earnest Money Deposit in the form of a bank certified check or cashier s check payable to Fidelity National Title Company, located at 1375 Exposition Boulevard, Suite 240, Sacramento, CA 95815 (Escrow Holder). The Earnest Money Deposit shall be for 30% of the Purchase Price.. For the buyer whose offer is accepted, the Earnest Money Deposit is non-refundable and shall be applied toward the Purchase Price at Close of Escrow. Failure of a buyer to present the required Earnest Money Deposit with the purchase offer shall be cause for rejection of the offer. For those offers not accepted, the Earnest Money Deposit will be returned to the buyer in the self-addressed, stamped envelope provided by the buyer in their submitted offer package. 5) ESCROW INSTRUCTIONS FOR EARNEST MONEY DEPOSIT. The buyer s offer to purchase must contain the Agreement to Escrow Instructions for Earnest Money Deposit, in the form hereto attached as Exhibit G, signed by the buyer. Within three (3) business days after approval of the purchase offer from the Successor Agency Oversight Board (SA Oversight Board), the Successor Agency shall sign the Agreement to Escrow Instructions for Ernest Money Deposit and deposit said instructions and Earnest Money Deposit to Escrow Holder. The SA Oversight Board meets regularly once a month. 6) SALES AND PURCHASE AGREEMENT. All terms and conditions of the sale are contained in the Sales and Purchase Agreement, in the form hereto attached as Exhibit H. The buyer s offer to purchase must contain three copies of the Sales and Purchase Agreement signed by the buyer. All due diligence must be performed by the buyer before the buyer signs the agreement. The executed Sales and Purchase Agreement shall constitute the buyer s acceptance of the Subject Property. Any proposed changes to the language of the agreement shall be negotiated and agreed to prior to signing. The County reserves the right to reject any proposed changes. 7) APPROVAL PERIOD. The time period between the Successor Agency s deposit of the selected buyer s Earnest Money Deposit and Agreement to Escrow Instructions to the Escrow Holder, and the date the Sales and Purchase Agreement is fully executed by the Successor Agency, is the time during which approval of the sale will be sought from the State of California Department of Finance, and the Successor Agency s Board of Directors, respectively. The Sales and Purchase Agreement shall not be binding or effective until approved by the Successor Agency s Board of Directors at an open public hearing and subsequently executed. 5

In the event said approvals are obtained, the Successor Agency shall execute the Sales and Purchase Agreement. In the event said approvals are not obtained, the Earnest Money Deposit shall be returned to the buyer. 8) PERMIT-TO-ENTER (during Approval Period). Should the prospective buyer desire to continue entering the Subject Property for intrusive due diligence purposes (such as obtaining soil and water samples on and beneath the surface of the Premises, and conducting analyses of such samples) during the Approval Period, the term of the Permit-To-Enter must extend through the Approval Period and be signed by the prospective buyer and the Successor Agency. Certain insurances will be required. The Permit-To-Enter shall expire upon recordation of Subject Property deed at Close of Escrow or terminate if sale not approved by the State of California Department of Finance or the Successor Agency s Board of Directors. 9) BALANCE DUE. If the required approvals are obtained and the fully-executed Sales and Purchase Agreement is deposited to escrow, the balance of the Purchase Price amount shall be due in full from buyer to Escrow Holder in immediately available funds prior to the Close of Escrow. The balance of the Purchase Price must be made by wire transfer, bank certified check or cashier s check. Personal checks will not be accepted. If the selected buyer does not complete the sale for any reason, TIME BEING OF THE ESSENCE, the buyer shall forfeit all of his or her rights, including the right to the Earnest Money Deposit which shall be retained by the Successor Agency to offset damages sustained by the Successor Agency or County of Sacramento as a direct and proximate result of buyer s failure to pay said balance, and all right, title and interest in said real property shall continue to remain vested in the Successor Agency free of any claim or equity of such buyer or those claiming through him or her. The deposit shall not be refunded and any time remaining on a Waiver and Release or Permit-to-Enter shall terminate. 10) PURCHASE OFFER FORM. The buyer s offer package must contain a completed and signed Purchase Offer Form, in the form hereto attached as Exhibit I. Complete the form and submit it along with a signed Agreement to Escrow Instructions for Ernest Money Deposit, a deposit check, and three copies of a signed Sales and Purchase Agreement, mailed or delivered to the address shown in paragraph 11. All purchase offers submitted shall be deemed to have been made with full knowledge of all terms, conditions, and requirements herein contained. 11) SUBMITTED PURCHASE OFFERS. Purchase Offers are to be submitted to: County of Sacramento Real Estate Division 3711 Branch Center Road Sacramento, CA 95827 Attention: Sonja Bartley 12) SIGNATURE AUTHORITY. All required documents submitted must be signed by a party that has full right and authority to enter into and complete the purchase. Should a buyer require an attorney or agent to sign on his/her behalf, an authenticated copy of a Power of Attorney or other evidence of the authority to act on behalf of the buyer must be provided. 6

PURCHASE OFFER PACKAGE The prospective buyer s purchase offer package must consist of the following: 1) Offer To Purchase Real Property form completed and signed. 2) Earnest Money Deposit in the form of a bank certified check or cashier s check made payable to Fidelity National Title Company, which is located at 1375 Exposition Blvd., Suite 240, Sacramento, CA 95815 (Escrow Holder). The Earnest Money Deposit is non-refundable, if the offer is accepted, and shall be for 30% of the Purchase Price, and shall be applied toward the Purchase Price at Close of Escrow. 3) Agreement to Escrow Instructions for Earnest Money Deposit in the form hereto attached as Exhibit G, signed by the buyer. 4) Sales and Purchase Agreement in the form hereto attached as Exhibit H, three copies signed by the buyer. 5) Self-addressed, stamped envelope for the purpose of returning the prospective buyer s Earnest Money Deposit, in the event the offer is not accepted by the County. All sales will be for lawful money of the United States, in the form of a wire transfer, certified check or cashier s check, payable in immediately available funds prior to Close of Escrow. No financial contingencies will be considered. SELECTION CRIT ERIA Selection criteria will be based on the highest approved offer. No financial contingencies will be considered. The highest offer to purchase will be presented to the Successor Agency s Oversight Board, the State of California Department of Finance, and the Successor Agency s Board of Directors for approval as the condition precedent to the sale of Subject Property. 7

NOTICE 1. INSPECTION OF PROPERTY. Caution! Investigate before you submit an offer to purchase physical inspection of the property is strongly recommended. Do not attempt to purchase property unless an investigation has been made as to the exact location, desirability, and usefulness of the property. The Subject Property will be sold on an AS-IS basis. The failure of buyer to inspect or to be fully informed as to the condition of all or any portion of the Subject Property offered will not constitute grounds for any claim or demand for adjustment or withdrawal of purchase offer. 2. WRITTEN INQUIRIES AND RESPONSE TO INQUIRIES. If there are additional questions upon reading all materials set forth, the prospective buyer has an opportunity to submit email inquiries to the County Real Estate Division, Attn: Sonja Bartley, at BartleyS@SacCounty.net. 3. COMMISSION. In the event buyer is represented by a licensed real estate broker, buyer shall be responsible for any real estate, finders or other commission due or payable by reason of this transaction. Each party shall indemnify the other for any actions which may cause the other party to be liable for a real estate brokerage or sales commission arising here from. 4. SALE CONTINGENT ON BOARD AND STATE APPROVALS. The sale of Subject Property is contingent on the approval from the Successor Agency s Oversight Board, the State of California Department of Finance, and the Successor Agency s Board of Directors. 5. PURCHASE PRICE. The purchase of Subject Property must be payable in immediately available funds. No financial contingencies will be considered. PURCHASE SCHE DULE Buyer s Due Diligence Period Waiver and Release or Permit-To-Enter provided to support Buyer s due diligence activity Buyer submits Purchase Offer Package, which includes: signed Offer to Purchase Real Property Form three signed copies of the Sales and Purchase Agreement signed Agreement to Escrow Instructions for Earnest Money Deposit signed bank certified or cashier s Check for deposit money self-addressed envelope Successor Agency Oversight Board approves/disapproves offer Buyer Selected Money Deposit and signed Agreements submitted to Escrow Holder Buyer s Permit-To-Enter term extended through the Approval Period (Optional) California State Department of Finance approves/disapproves offer Successor Agency Board of Directors approves/disapproves offer If offer approved, the Successor Agency signs the Sales and Purchase Agreement Successor Agency submits fully executed Sales and Purchase Agreement to Escrow Holder Buyer submits balance of money due to Escrow Holder Successor Agency submits signed Deed to Escrow Holder Close of Escrow 8

EXHIBIT A Legal Description 9

EXHIBIT B Assessor s Parcel Map 5935 & 0 Watt Avenue, North Highlands, CA 95660 (APN s 215-0182-028 and 215-0182-032) 10

EXHIBIT C Aerial Photo 5935 & 0 Watt Avenue, North Highlands, CA 95660 (APN s 215-0182-028 and 215-0182-032) 11

EXHIBIT D Location Map 5935 & 0 Watt Avenue, North Highlands, CA 95660 (APN s 215-0182-028 and 215-0182-032) 12

EXHIBIT E Waiver and Release of Liability and Indemnity Agreement 13

EXHIBIT F Permit-To-Enter 14

EXHIBIT G Agreement to Escrow Instructions for Earnest Money Deposit 27

EXHIBIT H Sales and Purchase Agreement 28

EXHIBIT I Purchase Offer Form 44