RES 16900 - Laserfiche WebLink

including without limitation the Pleasanton Gardens Development (the "Improvements"); (iii) all easements, appurtenances, and other rights belonging to or inuring to the benefit of Seller and pertaining to the Land; and (iv) all non-moveable equipment and fixtures located on the Land or in the Improvements (all of the foregoing collectively hereinafter, the "Property"); and WHEREAS, pursuant to the MOU, in connection with the sale of the Property to City, Seller has agreed to: (i) subject to HUD approval, assign the HAP Contract to to-be-formed limited partnership in which an entity controlled by MidPen serves as the general partner (the "Limited Partnership") that will serve as the developer of Phase 2 of the New Development ("Phase 2"), and (ii) transfer to the City all of the cash reserves associated with the Pleasanton Gardens Development (the "Reserves"); provided that (a) Seller will retain funds possessed by Seller that were not generated by the Pleasanton Gardens Development plus $15,000 to cover the Seller's transaction costs, and (b) the City will make the Reserves available to the developer of Phase 2 for construction or operating costs associated with Phase 2; provided that City may use the Reserves for other uses if they are not needed for Phase 2 financial feasibility. NOW, T EREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Agreement to Sell and Purchase. Seller agrees to sell the Property and transfer the Reserves to Buyer, and Buyer agrees to purchase the Property and acquire the Reserves from Seller, on the terms and subject to the conditions set forth in this Agreement. 2. Purchase Price. The purchase price for the Property shall be One Dollar ($1.00) ("Purchase Price"). 3. Closing Date; Contingencies; Conveyance of Title. The close of escrow for conveyance of the Property to Buyer ("Close of Escrow"), shall occur on a date mutually acceptable to the Parties when all conditions to closing described in Sections 11 and 15 below have been satisfied or waived by the applicable party. As described in the MOU and this Agreement, it is the intent of the parties that the Close of Escrow shall be contingent upon (i) HUD approval of the assignment of the HAP Contract to the Limited Partnership; (ii) HUD approval of the assignment of a security interest in the HAP Contract to the lender for the New Development; (iii) the relocation of the residents of the Pleasanton Gardens Development to the New Development or other location; (iv) City and MidPen approval of a ground lease of the Property from City to the Limited Partnership; and (vi) receipt by MidPen and/or the Limited Partnership of financing commitments adequate to finance development and construction of Phase 2. At the Close of Escrow, Seller shall (A) transfer the Reserves to City in the amount agreed upon by the Parties, and (B) convey by grant deed to Buyer marketable fee simple title to the Property, free and clear of all recorded and unrecorded liens, encumbrances, assessments, leases and taxes except the following: (a) Taxes for the fiscal year in which the escrow for conveyance of the Property closes, which shall be prorated as of the Close of Escrow and handled in accordance with Section 2 OAK#4845-6421-9189 v5