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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 March 7, <br /> 2017, (the"Effective Date") and is entered into by and between the City of Redlands, a California <br /> municipal corporation(the"City"),and ALN Redlands District,LLC (the`Buyer") The City and <br /> the Buyer 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 terms 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 terms pursuant to which the City will negotiate with the Buyer on an exclusive <br /> bans for a limited period of time regarding the Project Agreements and the Project, as defined in <br /> Section 4 of this Agreement <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 <br /> incorporated into this Agreement by this reference,and as follows <br /> 1 The term of this Agreement shall commence on the Effective Date of this <br /> Agreement and shall end on the earlier of (i) six (6) months thereafter, (ii)the date on which the <br /> City and the Buyer terminate this Agreement as provided in Section 2 below,(iii)the date on which <br /> the Buyer terminates this Agreement as provided in Section 3 below or (iv)the date the Buyer <br /> acquires the Property(the"ENA Period") <br /> 11ca1djmlAgreements\Exclusive Negotiating Agreement ALN 3 7 17 doex <br /> vpt <br />