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Case 8:23-cv-00504 Document I Filed 03/20/23 Page 1.9 of 45 Page ID #:1.9 <br /> 1 is in the area designated as the "P district" in the City's Zoning Code. <br /> 2 65. On February 25, 2022, SOS and Turner executed a term sheet (the "Term <br /> 3 Sheet"), setting forth the parties' intention to purchase and cause the Main Street <br /> 4 Property to be remodeled to serve as an expanded outpatient clinic for SOS (previously <br /> 5 defined hereinabove as the "Project"). <br /> 6 66. The Term Sheet specified that Turner was to negotiate and purchase the <br /> 7 Main Street Property, and then develop and construct the medical office space. Eighty <br /> 8 percent of the budget for the purchase, development, and construction was to be <br /> 9 supplied by Turner, and the remaining 20% was to be supplied by SOS, with Turner <br /> 10 holding title to the Property. <br /> 11 67. Under the Term Sheet, SOS would enter into a 20-year triple-net lease of <br /> 12 the Property, accepting responsibility for maintenance and repairs (other than roof and <br /> 13 structural elements). The rent would be calculated based on the final budget, and SOS <br /> 14 would be provided with two five-year options to extend, and an option to purchase the <br /> 15 Property at year four of the lease. In the event SOS and Turner were not able to <br /> 16 consummate the intended transaction, they agreed that the SOS and Turner would each <br /> 17 be responsible for 50% of the costs incurred relating to the Project. <br /> 18 68. On March 7, 2022, Turner entered into a purchase and sale agreement (the <br /> 19 "PSA") to buy the Main Street Property (the "PSA") from the Himy Family Limited <br /> 20 Partnership II, LP (the "Seller"). The PSA provided Turner with a period of 90 days <br /> 21 (the "Inspection Period") to conduct all due diligence of the property, including any <br /> 22 attempts to obtain entitlements, approvals, permits, and private party consents to develop <br /> 23 and construct the medical office facilities in the existing office building. The PSA <br /> 24 further provided that the Turner had the sole and absolute discretion to decide whether <br /> 19 <br /> Complaint of Share Our Selves <br />