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EXCLUSIVE NEGOTIATING AGREEMENT BETWEEN THE CITY OF REDLANDS <br /> AND ALN REDLANDS DISTRICT,LLC <br /> This EXCLUSIVE NEGOTIATING AGREEMENT (this "Agreement") is dated August <br /> 16, 2016, and is entered into by and between the City of Redlands, a California municipal <br /> corporation (the"City"), and ALN Redlands District, LLC. (the"Buyer"). The City and the Buyer <br /> are sometimes individually referred to herein as a"Party" and, together, as the"Parties." <br /> RECITALS <br /> A. The City is the owner of that certain real property located at 31 and 205 W. Stuart <br /> Avenue in the City of Redlands, San Bernardino County, State of California, known as Assessor's <br /> Parcel Numbers at 0169-281-19 (31 W. Stuart Avenue) and 0169-281-23 (205 W. Stuart Avenue) <br /> (together, the"Property"). . <br /> B. After considering the Buyer's request, the City's City Council has instructed its <br /> staff to prepare this Agreement with the Buyer to negotiate on an exclusive basis to establish the <br /> terms and conditions of a purchase and sale agreement between the City and the Buyer for the sale <br /> of the Property from the City to the Buyer, and one or more agreements and related documents <br /> (collectively, the"Project Agreements") that would result in the Buyer's purchase of the Property. <br /> C. The Buyer understands and acknowledges that the City is not obligated to sell the <br /> Property if, in its sole discretion, the City Council determines that such sale is not in the public <br /> interest, not permitted by law, not consistent with the City of Redlands General Plan, or for any <br /> other reason. Further, the Buyer understands and acknowledges that the Parties are not obligated <br /> to reach agreement on the terns of the Project Agreements. <br /> D. The Buyer and the City are willing to enter into this Agreement setting forth,among <br /> other things, the terns pursuant to which the City will negotiate with the Buyer on an exclusive <br /> basis for a limited period of time regarding the Project Agreements and Project. <br /> E. The staff, consultants, and attorneys of the City will devote substantial time and <br /> effort in meeting with the Buyer and its representatives, reviewing proposals, plans and reports, <br /> and negotiating and preparing the Project Agreements. <br /> NOW, THEREFORE, for good and valuable consideration, the receipt of which is <br /> hereby acknowledged, the Parties agree that the foregoing recitals are true and correct, and as <br /> follows: <br /> 1. The tern of this Agreement shall commence on the date first written above <br /> and shall end on the earlier of: (i) six (6)months thereafter; (ii) the date on which the City and the <br /> Buyer terminate this Agreement as provided in Section 2 below, (iii) the date on which the Buyer <br /> terminates this Agreement as provided in Section 3 below or (iv) the date the Buyer acquires the <br /> Property (the"ENA Period"). <br /> 2. Subject to Buyer's notice and cure rights hereinafter set forth, the City may <br /> terminate this Agreement if the Buyer fails to comply with or perfonn any provision of t <br /> ]:\City Council Reports\Dcvelopment Services\2016 Rep orts\08-16-16\ENA\Excl isive <br /> Negotiating Agreement ALN 8.3.16.doex <br />