fully entitled mission district residential ......• fully-entitled, 2100 mission street represents...

FULLY ENTITLED MISSION DISTRICTRESIDENTIAL DEVELOPMENT OPPORTUNITY

ASKING PRICE: $5,500,000

2100 MISSION STREETSAN FRANCISCO, CA


EXCLUSIVE INVESTMENT ADVISOR

CONTACT:

GARY COHENPrincipal

415.268.2259

[email protected]

DRE License #00831936


TABLE OF CONTENTS

EXECUTIVE SUMMARY

PROJECT SUMMARY

PROJECT SNAPSHOT

PARCEL MAP AND AERIAL

AMENITIES MAP AND AREA MAPS

PROJECT HIGHLIGHTS

OFFERING TERMS AND OFFERING PROCESS

DUE DILIGENCE INVENTORY

PROJECT OVERVIEW

PROJECT DETAIL

PLANS AND RENDERINGS

MEMORANDUM OF AGREEMENT

CONFIDENTIALITY AGREEMENT

EXCLUSIVE INVESTMENT ADVISORCONTACT:

GARY COHENPrincipal

[email protected]

DRE License #00831936

The information in this document was obtained from sources we deem reliable; however, no warranty or representation, expressed or implied, is made as to the accuracy of the information contained herein.

Executive Summary

TRI Commercial, as Exclusive Advisor to the Seller, is pleased to present the opportunity to acquire the property at 2100 Mission Street and the associated development rights to a fully entitled mixed-use, residential and commercial development (a.k.a. the ”Project”) site located in The Mission District of San Francisco, arguably one of San Francisco’s most vibrant and desirable neighborhoods. The Project enjoys easy access, within a few blocks, to all major transit links, an abundance of neighborhood amenities and a short ride to business and technology hubs, Mission Bay/Mid-Market/SOMA/ /Potrero Hill/Showplace and the Financial District.

As designed by Stanley Saitowitz, Natoma Architects, Inc., an award winning, highly-respected San Francisco-based architect and architecture design firm, 2100 Mission Street features a six-story residential and commercial development with a total of ±22,745 saleable/leasable square feet (±19,745 sq.ft. residential and ±3,000 sq.ft. commercial). The Project encompasses a total of 27 residences with a mix of one-bedrooms (12), two-bedrooms (9) and three-bedrooms (6) units, averaging ±731 square feet and a total of ±3,000 square feet of ground floor commercial space. There are 27 Class I bike storage spaces on the ground level, and 6 Class II bike parking spaces in public right of way for a total of 33 bike spaces. Outdoor space is being provided by a ±2,900 square-foot roof deck with panoramic City views.

2100 Mission Street has excellent access to major public transit being on the Mission Street MUNI line, one block from 16th Street and Mission Street BART station and just a few blocks from private bus stops for Google, Facebook and Apple. Mission Street is a major north-south public transit artery providing direct access to all MUNI connections, which provides access to all areas of San Francisco, as well as a direct line to Mission Bay, home of the new University of California Medical Center, Hospitals and Biotech Hub, Oracle Park (SF Giants) and future Golden State Warrior’s Sports and Entertainment Center. The 16th and Mission BART Station provides transit to the Financial District, and wider Bay Area (South Bay and East Bay).

The Project is within walking distance to four groceries, Safeway, Foods Co., Gus’s Community Market and Bi-Rite Market and an abundance of neighborhood services, cafes, restaurants, boutiques, banks, etc.

Property is currently leased on a month to month basis to the One $ Store.

2100 MISSION STREET, SAN FRANCISCO

All square footages are approximate. The information in this document was obtained from sources we deem reliable; however, no warranty or representation, expressed or implied, is made as to the accuracy of the information contained herein.


PROJECT SUMMARY

PROJECT TEAM

SITE OVERVIEW

PROJECT OVERVIEW

ENTITLEMENT AND BUILDING PERMITS

SITE OVERVIEW

Project Design Mid-Rise (Type III over 1 Level Type I)Designed Residential Units 27Levels 6 storiesTypical Slab-to-Slab Ceiling Heights 9’ 10”Project Gross SF ±28,703 Total Project Saleable SF ±22,745 Residential Saleable SF ±19,745 Saleable Commercial SF ±3,000Average Saleable Residential Unit SF ±731Bike Stalls 27 - Class I & 6 - Class IIProject Amenities Bike parking, expansive roof deck with cityscape views.BMR Requirements 14.82% On-site, 4 units Asking Price $5,500,000

1. Certificate of Determination Community Plan Evaluation Certified November 29, 20172. Notice of Special Restrictions Under the Planning Code Recorded August 20, 20183. Discretionary Review Withdrawn (MEDA DR Requestor) July 26, 2018 4. Memorandum of Agreement with DR Requestor Executed July 26, 2018 5. Site Permit in Process-DBI August 31, 2018

Address 2100 Mission StreetAPN 3576-001Site Area 6,370Zoning NCT-Mission Street Neighborhood (Commercial Transit)Height Limit 65 Feet

Project Architect Stanley Saitowitz Natoma Architects, Inc.Geotechnical H. Allen Gruen/Earth Mechanics Consulting, Inc. Phase I & II Environmental All WestArchitectural Site Survey Stanley Saitowitz Natoma Architects, Inc.Surveyor/Civil Engineer All West

FULLY-ENTITLED DEVELOPMENT SITE27 Units - 731 Sq. Ft. Avg. Unit Size - 14.82% On-Site BMRs

121-BEDROOMS

92-BEDROOMS

63-BEDROOMS

3,000 SFRETAIL

PROJECT SNAPSHOT

PARCEL MAP


AMEN

ITIE

S M

AP

SHO

WPL

ACE

SQUA

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SAN FRANCISCO, CA2100 M ISS ION STREET


PROJECT HIGHLIGHTSVIBRANT MISSION LOCATION

• 2100 Mission Street has an excellent transit-accessible Mission location adjacent to Potrero Hill, Showplace Square, Mission Bay, South of Market and Mid-Market, some of San Francisco’s most desirable, vibrant neighborhoods with easy access to amenities, including some of the City’s top restaurants, bars and cafés.

• Some of San Francisco’s top technology, medical, and life science firms have established an HQ location within a short commute from 2100 Mission Street.

FULLY-ENTITLED RESIDENTIAL DEVELOPMENT SITE

• Fully-entitled, 2100 Mission Street represents a rare residential and commercial development opportunity projected to be ready for construction in 2019.

• Designed by Stanley Saitowitz/Natoma Architects, Inc., the Project is approved for 27 units averaging ±731 square feet, ample on-site bike parking, ground floor commercial space, and an expansive roof deck offering sweeping cityscape views.

EXCELLENT AMENITIES & TRANSIT OPTIONS2100 Mission Street has immediate access to some of the City’s best restaurants, bars and cafés, including;

Flour + Water, Central Kitchen, Trick Dog, Skool, Urban Fish, Commonwealth, Tartine, Hog & Rocks, Mau, Locanda, Lolo, Southern Pacific, Blue Bottle Coffee, Coffee Bar, Mission Bowling, and Double Play Bar & Grill.

The Project has incredible access to transit providing convenient access to all areas of the City as well as the Peninsula, the South Bay and the East Bay:

20 feet 1 block Short Muni Ride 5 blocks

STRONG RESIDENTIAL MARKET FUNDAMENTALS

• Demand for Class A apartment product remains strong, with vacancy hovering at 3.0%.• Similarly, the demand for high-quality condominium units continues to be robust with average pricing for

competitive projects exceeding $1,200 per square foot.



OFFERING TERMS

2100 Mission Street is being offered for sale at an asking price of $5,500,000. All interested parties should base their offer on the “As Is, Where Is” condition of the Property. In order to assist with underwriting, qualified parties will be provided access upon request, and the receipt of Confidentiality Agreement to an online Due Diligence link containing property specific information (see Due Diligence Inventory List following page).

OFFERING PROCESS

All Offers to purchase should be delivered to the offices of the Exclusive Advisor, TRI Commercial, attention Gary Cohen. We request that interested parties submit a formal Letter of Intent (“LOI”) outlining the salient terms of their offer including:

• Company background & financial capability• Purchase Price• Deposits• Due diligence contingency period• Closing period



MUNI

BID DATE TO BE ANNOUNCED

2100 Mission StreetDue Diligence Documents Acknowledgement

Document Company Date PagesPlans/Survey

1- Site Permit Plans Saitowitz/Natoma Architects 15-Oct-18 392- Renderings Saitowitz/Natoma Architects 3

3- Existing Site Plan 14- Proposed Site Plan Saitowitz/Natoma Architects 1

5- Plan-Program Diagram Saitowitz/Natoma Architects 11-Mar-15 76- Survey All West 23-Sep-09 1

DBIPermit Detail Report DBI 24-Jun-14 2

Environmental1- DPH Document Review Letter DPH 16-Mar-10 22- DPH Document Review Letter DPH 16-Aug-11 33- DPH Document Review Letter DPH 10-Oct-12 4

4- Phase I All West 21-Sep-09 385- Phase II All West 28-Jul-11 81

6- Subsurface and Hoist All West 13-Aug-12 115

7- Site Management Plan and Site Mitigation Plan All West 3-Feb-12 38

GeotechGeotechnical Investigation Earth Mechanics 22-Sep-09 23

Leases

Standard Industrial/Commercial Single Tenant Lease 1-Jun-07 13Assignment and Assumption 27-May-09 2Second Amendment to Lease 28-May-12 1Third Amendment to Lease 1-Jun-17 1

Planning1- Certificate of Determination CPE Planning 29-Nov-17 18

2- Initial Study - CPE Planning 483- Notification of Project Receiving Environmental

Review Planning 1-Jun-15 24- Request for Review Historic Resource Planning 29-Jul-10 103

5- Historic Resource Evaluation Response Planning 9-Aug-10 86- 312 Notice Plans Saitowitz/Natoma Architects 3-Nov-17 7

7- Discretionary Review Full Analysis Planning 7-Jun-18 1178- LPA Plans Saitowitz/Natoma Architects 20-Jun-14 38

9-Application for LPA Planning 20-Feb-15 18

10- Notice of Building Permit Application (312) Planning 2-Apr-18 211- TDM Notice of Special Restriction Planning 3

12- Memorandum of Agreement Mission Economic Dev. Agency 16-Jul-18 413- Transportation Demand Management (TDM)

Plan Application Planning 23-Oct-17 1114- Notice of Public Hearing DR Planning 4

15- Application for Discretionary Review Planning 23-Jun-14 1116- Notice of Public Hearing LPA Planning 14-Dec-17 4

17- Notice of Planning Dept. Requirements No. 1 Planning 19-Jun-15 2

18- Notice of Planning Dept. Requirements No. 2 Planning 13-Oct-15 2

19- Notice of Planning Dept. Requirements No. 3 Planning 22-Jan-16 2

20- Notice of Planning Dept. Requirements No. 4 Planning 12-Feb-16 19

21- Notice of Planning Dept. Requirements No. 5 Planning 20-Jul-16 19

22- Notice of Planning Dept. Requirements No. 6 Planning 23-Mar-17 3

23- Mitigation Monitoring and Reporting Program Planning Dec. 2012 424- Hearing Results Planning 1

MiscPreliminary Title Report Fidelity National Title 7-Dec-18 19














Leases































Leases






















BID DATE TO BE ANNOUNCED

CONTACT AND PROPERTY TOURS

Property tours are available upon request.To schedule a tour or for any additional information please contact:

GARY COHENPrincipal

[email protected]



PROJECT OVERVIEW

PROJECT DETAIL

BUILDING AREA SUMMARYLevel Residential Net Saleable Retail Net Saleable Total Net SF Total Gross SF

Roof - -

6 3,955 - 3,955 4,843

5 3,955 - 3,955 4,843

4 3,955 - 3,955 4,843

3 3,940 - 3,940 4,843

2 3,940 - 3,940 4,843

1 3,000 3,000 4,488Total 19,745 3,000 22,745 28,703



PROJECT DETAIL

RESIDENTIAL UNIT MIXLevel 1 BD / 1 BA 1 BD / 1 BA + DEN 2 BD / 1 BA 3 BD / 2 BA Total

6 1 1 1 2 5

5 1 1 1 2 5

4 1 1 1 2 5

3 1 2 3 - 6

2 1 2 3 - 6

Total 5 7 9 6 27% Of Total 45% 33% 22% 100%

Avg. Unit Size 640 652 664 1000 731



PLAN - GROUND LEVEL


PLAN - 2ND LEVEL


PLAN - 3RD LEVEL


PLAN - 4TH & 5TH LEVEL


PLAN - 6TH LEVEL


LONGITUDINAL SECTION


CROSS SECTION


EAST ELEVATION


WEST ELEVATION


SEVENTEENTH STREET (PUBLIC)

MIS

SIO

N

STR

EET

(PU

BLIC

)

CLARION ALLEY

= DEMO WORK

EXISTING SQ.FT = 6,292 SFAREA REMOVED = 6,292 SF

100% DEMO N2100 MISSION STREET, SAN FRANCISCO

SITE OVERVIEW

2100 Mission Street is a single rectangular shaped parcel. The site has frontages along Mission Street and 17th Street and encompasses a total of 6,370 square feet (70’ x 91’) and a total of 161 linear feet of frontage. SITE SUMMARY

APN SQUARE ACRES FRONTAGE FRONTAGE TOTAL ZONING HEIGHT FEET MISSION ST 17TH ST FRONTAGE LIMIT

3576-001 6,370 .1462 70’ 91’ 161’ NCT 65 FEET

2100 MISSION STREET, SAN FRANCISCO PROPERTY RENDERINGS

MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2018, by and between TIMOTHY MULLER, individually, and on behalf of all persons with an interest in the proposed project at 2100 Mission Street (hereafter referred to as “Sponsor”), and MISSION ECONOMIC DEVELOPMENT AGENCY (“DR Requestor”). Sponsor and the DR Requestor are referred to collectively as the “Parties”.

RECITALS A. Sponsor has proposed a development project at 2100 Mission Street in the City and County of San Francisco, California (“City”), which would include the construction of a new 6-story mixed-use building (the “Project”) that would include 27 dwelling units and 3,000 gross square feet of ground floor commercial space. Sponsor is seeking approval of site permit application No. 2014.06.23.9172 by City’s Department of Building Inspection (the “Site Permit”) in order to construct the Project. B. DR Requestor filed a request for discretionary review of the Site Permit. On June 14, in anticipation of this signing this agreement, the Parties requested a continuance of the Planning Commission DR hearing until July 12, 2018. A continuance was then granted until July 26, 2018. Once issued the Site Permit is appealable to City’s Board of Appeals.

C. A community plan exemption (“CPE”) for the Project was issued previously by the City’s Planning Department. The CPE is appealable to City’s Board of Supervisors.

D. Sponsor and DR Requestor wish to create a more equitable outcome by Sponsor making certain revisions to the Project, provided no appeal of the CPE or Site Permit is timely filed.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

AGREEMENT

The above recitals are incorporated into this Agreement by this reference. 1. Sponsor’s Obligations. Provided (i) no appeal of the CPE is filed with City’s Board of Supervisors within 30 days of the issuance of the Site Permit by the City’s Department of Building Inspection and (ii) no appeal of the Site Permit is filed with City’s Board of Appeals within 15 days of its issuance by City’s Department of Building Inspection and no request for jurisdiction is filed thereafter, the Sponsor agrees to the following:

A. Below Market Rate Unit. Sponsor shall provide three inclusionary dwelling units on-site as required by Planning Code Section 415 and shall dedicate one additional one-bedroom dwelling unit at 80% AMI as an inclusionary unit (for a total of four on-site inclusionary units), such additional unit to be subject to the same City requirements

DocuSign Envelope ID: BAE23BED-D6DC-40E0-8B05-FAB6EABDB66CDocuSign Envelope ID: 90BD7D9F-1486-43A9-BA95-197A90CA56C0

applicable to the three required inclusionary units in the Project by Planning Code Section 415 et seq. and shall be administered by the Mayor’s Office of Housing and Community Development. Sponsor will notify the San Francisco Planning Department, in writing and copying the DR Requestor, within 48 hours of the execution of this agreement that it is voluntarily dedicating the additional inclusionary unit.

B. Community-Serving Space. The Sponsor agrees to lease the entirety of the Project’s ground floor commercial space (the “Community-Serving Space”) of approximately 3,000 square feet at reduced rate to a lower-price-point, community-serving business whose occupancy of the this space is agreeable to the DR Requestor and compatible with the residential uses in a mixed-use building for a term of 50 years. The base rent for the Community-Serving Space will be $3.00 per gross square foot per month for expected first tenant, Goodwill Industries International, Inc. (“Goodwill”), which has a signed a Letter of Intent with the Sponsor for a 15-year lease and two 5-year options. DR Requestor accepts fulfilment of this 50-year Sponsor obligation by Goodwill’s occupancy of the Community-Serving Space, regardless of the terms of tenancy, for as long as Goodwill occupies the Community-Serving Space. Sponsor shall rough in plumbing and drains to facilitate construction by the tenant of a bathroom containing a sink and toilet, pull 100 Amp electrical service to an electrical panel and shall construct demising walls separating the Community-Serving Space from the remainder of the Project’s ground floor. Provided that Goodwill does not occupy the Community-Serving Space for the entirety of the 50-year term, the DR Requestor shall provide Sponsor with the identity of one or more interested lower-price-point community-serving businesses whose occupancy of the Community-Serving Space would be compatible with the residential uses in a mixed-use building and capable of fulfilling the terms of a standard commercial lease. The Sponsor will select from the list of Community-Serving Businesses identified by DR Requestor and negotiate a lease with such organization(s) on the above-described terms with a base rate of $2.50 per gross square foot per month, with the base rent adjusted annually by the increase in the San Francisco Bay Area Consumer Price Index (CPI-U) beginning from the date of Goodwill’s first occupancy. C. Commercial Space Division. Sponsor’s architect shall prepare plans indicating how the Community-Serving Space shall be demised from the remainder of the ground floor residential space. The DR Requestor shall be entitled to review and comment on the proposed demising plans prior to issuance of a building permit for the demising work to ensure compatibility with this agreement. D. Project Mural. Sponsor shall retain and fund a muralist through Precita Eyes Muralists (“Precita Eyes”) for $104,000 to develop a mural that wraps around the two roughly 1,500 square foot ground-floor walls (3,000 sf) of the Project that face the street. The mural will be developed with the community to reflect the historic Latino/Chicano Mission experience, with consideration taken for the operational aspects of the ground floor, in particular the residential and retail entrances. Artist nominations and culturally suitable design ideas will be provided by Precita Eyes for a selection to be made by the Sponsor. Sponsor will make best efforts to ensure that the mural is completed within 18 months of the occupancy of the Project. Precita Eyes will put a protective coating over


the mural and teach the building janitorial staff how to keep it clean. Sponsor will be responsible for any restoration or repairs required for the mural’s first 20 years, after which MEDA and other community groups will be responsible for any restoration needed. E. Lease Notification. In leases offered to potential tenants, Sponsor shall provide notice that the Project is on a busy corridor that participates in a growing number of formal and informal cultural events including Carnaval, Lowrider Cruises, Día De Los Muertos, and other similar activities and events, and that these events produce an increased amount of noise and activity on the corridor, and that the tenants are encouraged to participate. Leases will also note that the corridor is under consideration for (or has been granted by the time of occupancy) status as a Latino Cultural Corridor and, if available, educational materials will be provided to tenants by the Sponsor.

2. DR Requestor’s Obligations. In consideration for the Sponsor meeting their Obligations in Paragraph 1, DR Requestor agree as set forth below:

A. No Appeal. DR Requestor shall file in writing to withdraw the DR with the San Francisco Planning Department Project Planner and the Planning Commission Clerk within 48 hours of the execution of this MOA, with the Sponsor team copied in the email. The DR Requestor will not file an appeal of the CPE with City’s Board of Supervisors, and shall not file an appeal of the Site Permit with City’s Board of Appeals within 15 days of its issuance by the Department of Building Inspection or request jurisdiction thereafter. The DR Requestor will not file a legal challenge to the project in any state, federal or other court. This shall not bar DR Requestor from filing a legal challenge to enforce this Agreement. B. Present to Community. DR Requestor shall present this Memorandum of Agreement to United to Save the Mission, its constituent organizations and other interested community organizations, advise such organizations that the Sponsor’s obligations set forth herein are terminated in the event of an appeal of the CPE or the Site Permit. DR Requestor further agrees that they will not encourage others to appeal the CPE or Site Permit, and will advocate for such groups to agree to the terms set forth herein, including that no party appeal the CPE or Site Permit. C. No Support for Appeals. In the event any party other than DR Requestor appeals the CPE or Site Permit, DR Requestor shall not support such an appeal.

Should any appeal be filed DR Requestor shall express its support for the Project by submitting a letter to the relevant Board or speaking at the appeal hearing. 3. Remedies.

A. The parties acknowledge that it would be difficult or extremely impracticable to fix actual damages in the event that Sponsor fails to comply with the provisions of subparagraphs 1 B or C above. Accordingly, in the event of such breach, DR Requestor shall be entitled to liquidated damages in the amount of $3,000 per month for each month during the 50-year term that Sponsor is in breach.


B. The parties acknowledge that it would be difficult or extremely impracticable to fix actual damages in the event that Sponsor fails to comply with the provisions of subparagraph 1 D above. Accordingly, in the event of such breach, DR Requestor shall be entitled to liquidated damages in the amount of $104,000 in addition to any other remedies at law or in equity.

4. Miscellaneous.

A. This Agreement contains all of the agreements and understandings of the Parties pertaining to the subject matter contained herein and supersedes all prior or contemporaneous agreements, representations and understandings of the Parties. No part of this Agreement can be amended or modified except by written agreement of the Parties. B. This Agreement shall be construed and enforced pursuant to the laws of the State of California. C. This Agreement may be executed in any number of duplicate originals, each of which shall constitute an original copy of this Agreement. D. This agreement shall be binding on the parties’ respective agents, assigns, and other successors in interest, including, but not limited to any future owner of the Project site and/or its entitlements. Sponsor shall record a Memorandum of this Agreement with the San Francisco Recorder’s Office.

E. The parties agree to execute and deliver all commercially reasonable documents and agreements that may be reasonably necessary to carry out the purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Agreement as of the date first above written.

SPONSOR: By:_____________________________ Tim Muller

DR REQUESTOR:

Mission Economic Development Agency By:_____________________________ Peter Papadopoulos


Confidentiality/TRI Registration Agreement

TRI Commercial Real Estate Services, Inc. (“TRI”) has been retained by Owner as exclusive listing advisor with respect to the real property located at 2100 Mission Street, Block 3576, Lot 1, in San Francisco, California (“the Property”). You are advised that the Owner has indicated that all inquiries and communications with respect to the Property be directed to TRI. TRI has made available, for your review, certain information concerning the Property (collectively the “Information”). You agree that TRI will not make such Information available to you unless you have executed this letter and thereby agreed to be bound by its terms. On behalf of the Owner, TRI is prepared to provide the Information for your consideration subject to the conditions set forth below:

1. All information relating to the Property, which may be furnished to you by TRI, shall continue to be the property of the Owner and TRI. The Information will be used by you solely for the purpose of evaluating the possible acquisition of the Property and may not be copied or duplicated without TRI’s consent. The Information must be returned to TRI, disposed or deleted immediately upon TRI’s request, or when you decline to make an offer for the Property or terminate any discussions or negotiations with respect to the purchase of the Property.

2. Without the prior written consent of TRI, you will not make any Information

available, or disclose any of the contents thereof, to any person; provided, however, that the Information may be disclosed to your partners, affiliated entities, directors, employees, legal counsel and institutional lenders, who need to know such information for the sole purpose of evaluating the potential purchase of the Property by you. Your partners, directors, employees, consultants, advisors, legal counsel and institutional lenders shall be informed by you of the confidential nature of the Information and shall be directed by you to keep all the Information strictly confidential in accordance with this agreement.

3. You acknowledge that you are a principal or acquisition advisor and not an agent of

or acting on behalf of any other party in connection with the purchase of the Property. You acknowledge that you have not had any discussions regarding the Property with any broker or agent other than TRI, except as set forth in the following paragraph.

4. You hereby authorize _________________________________________________to

represent you as your representative (“Representative”) with respect to the purchase of the Property. Upon execution of this letter by you and your Representative, you are hereby authorized to provide Information to your Representative subject to your Representative agreeing that his/her authorization to act in any capacity with respect to the purchase of the Property is limited to you. Your Representative further agrees that he/she will not discuss or distribute Information or excerpts regarding the Property to any other party. If you are a Representative, it is understood and agreed that you shall not be entitled to a commission or other compensation and waive your right to any commission or other compensation in the event a sale is not consummated between the Potential Purchaser and Owner regardless of whether you have brought a ready, willing and able Potential Purchaser. Any commission arising out of the transaction shall be paid by the Owner in the amount of two percent (2%) of the purchase price, provided that (a) you are the Representative of the Potential Purchaser (as Confirmed and Agreed below) in connection with the sale and are the sole procuring cause thereof, other than TRI; (b) the Potential Purchaser you are representing executes a contract of sale with the Owner; (c) the sale actually closes and title to the Property passes to your Potential Purchaser; and (d) you agree to indemnify and hold Owner and TRI harmless from and against any claims by brokers or finders claiming by or through you, in connection with the sale. In no event shall Owner have any separate or additional liability to you for commission or other compensation.

5. You understand that although TRI and Owner endeavored to include all Information which we believe to be relevant for the purpose of your investigation, neither TRI nor the Owner make any representation or warranty as to the accuracy or completeness of the Information. You agree that neither TRI nor the Owner shall have any liability to you or your Representative resulting from the use of the Information by you or your Representative. You also understand that the Information contains certain documents that are described in summary form. The summaries do not purport to constitute either a legal analysis of the provisions of the document or to be complete, accurate descriptions of the full documents involved. You are expected to examine all original documents independently.

6. You acknowledge that the Property has NOT been offered for sale and any discussion

is subject to prior placement and withdrawal, cancellation or modification without notice. The Owner has specifically reserved the right, in its sole discretion to accept or decline any offers, regardless of price and terms.

7. This agreement shall be governed by, and construed in accordance with, the laws of

California. If you are in agreement with the foregoing, please sign and return a copy of this letter to the undersigned. Additionally, if you have authorized a Representative to represent you, please have your Representative sign in the appropriate space provided below.

POTENTIAL PURCHASER CONFIRMED AND AGREED: _____________________________________ (Company) _____________________________________ ____________________________________ (Name) (e-mail) ___________________________________________________________________________ (Address) _____________________________________ ____________________________________ (Telephone) (Fax) _____________________________________ (Date) Representative agrees to be bound by all the terms and conditions of the aforementioned letter whether stated as obligations of the Potential Purchaser or the Representative, including but not limited to, the indemnification provisions, which shall be joint and several as between the Representative and the Potential Purchaser. REPRESENTATIVE CONFIRMED AND AGREED: _____________________________________ __________________________________ (Company) (Phone) _____________________________________ __________________________________ (Name, Title) (e-mail) _________________________________________________________________________ (Address)

_____________________________________ (Date)