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set forth in Exhibit A have been ascertained from the records of the <br />Owner and that the City has not conducted an independent audit of <br />these amounts. Nevertheless the parties agree that the <br />reimbursement amount stated in this paragraph represents the fair <br />and reasonable value of the Improvements, irrespective of the <br />various specific costs set forth in Exhibit A. <br /> <br /> 4. Payment of the reimbursement amount stated in <br />paragraph 3 shall be made by the City to the Owner within one <br />business day after all of the following events shall have occurred: <br /> <br /> a. The levy of special assessments in Assessment <br />District No. 1987-1, and the sale and delivery of improvement bonds <br />representing the assessments, in the total amount of SIX MILLION TWO <br />HUNDRED THOUSAND DOLLARS ($6,200,000.00) or such lesser or greater <br />amount as the Owner may agree to in writing and the City Council of <br />the City approve by resolution. <br /> <br /> b. The delivery to the City by the Owner of all deeds <br />and other documents as the City Attorney of the City may reasonably <br />require in order to complete the transfer of title to the <br />Improvements and the land or interests in land on which the <br />Improvements have been constructed. <br /> <br /> c. Certification of the Director of Public Works of <br />the City that the Improvements are ready for acceptance by the City <br />Council. <br /> <br /> 5. The Owner acknowledges that the conduct of special <br />assessment proceedings is a discretionary legislative act of the <br />City Council of the City and is subject to a public hearing process, <br />and that this agreement does not affect or limit the discretion <br />granted by law to the City Council in matters of special <br />assessments. If the condition stated in paragraph 4a. shall not <br />have been met by July 1, 1988, this agreement shall be void. <br /> <br /> 6. The Owner makes the following warranties: <br /> <br /> a. The Owner is the owner in fee of all of the land <br />shown on the assessment diagram for Assessment District No. 1987-1, <br />Koll Center Pleasanton, except Parcel No. 946-4557-26 (identified on <br />the diagram as Assessment No. 6), which is owned by NCR Corporation; <br />Parcel No. 946-4557-23 (identified on the diagram as Assessment No. <br />2), which is owned by Kid's Unlimited, Inc.; and a portion of Parcel <br />No. 946-4557-20 (identified on the diagram as Assessment No. 9) <br />which is owned by Michael R. Martinez, Inc. <br /> <br /> b. The Improvements are free of mechanics' and <br />materialmen's liens and other claims of any kind, and the Owner has <br />the legal authority to transfer to the City clear title to the <br />Improvements. <br /> <br /> 2 <br /> <br /> <br />