RDA Agmt 2001 Batarse Family Trust UTA

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2.06 Public Improvements. Developer shall have no financial responsibility for public improvements necessary to be constructed for the redevelopment of other parcels in the Project Area. Article Three: DISPOSITION OF PROPERTIES 3.01 Sale and Purchase. Upon the completion of the Condemnation Litigation and within thirty (30) days of the Title Insurance Date for Property B, Agency shall sell to Developer, and the Developer shall purchase from the Agency, Property B pursuant to the terms, covenants, and conditions of this Agreement. The Parties acknowledge that resolution of the Condemnation Litigation may result in the need for this Agreement to be modified to conform with the settlement or resolution. Any such modification may be approved by the Executive Director. Developer shall purchase from the Agency, the Yokota Site A pursuant to the terms, covenants and conditions of this Agreement. 3.02 Purchase Price. The purchase price for Property B shall be the Agency's actual purchase price, which includes, but is not limited to, the value of the land and improvements thereon and related acquisition costs, including attorneys' fees ("Purchase Price"). The estimated cost of acquiring Property B (the value of the land and any improvements thereon only, excluding related acquisition costs) is FOUR HUNDRED TWENTY-EIGHT THOUSAND DOLLARS ($428,000.00). The purchase price for Yokota Site A shall be $20.00 per square foot. 3.03 Payment of Purchase Price. Developer has deposited funds with the Agency for the estimated cost of acquiring Property B (the value of the land and any improvements thereon only, excluding related acquisition costs) in the amount of FOUR HUNDRED TWENTY-EIGHT THOUSAND DOLLARS ($428,000.00). Within thirty (30) days of determining the final Purchase Price for Property B, Agency shall provide Developer with an invoice showing actual costs to the Agency for the purchase and related acquisition costs. Developer shall reimburse Agency for such purchase and related acquisition costs prior to the close of escrow or within thirty (30) days of receipt of the invoice, whichever is earlier. The escrow for Property B shall close no later than sixty (60) days after the Title Insurance Date. Upon execution of this Agreement, the Agency shall open an escrow with First American Title Company in Oakland. The Agency shall credit Developer $541,900, which represents funds deposited in the State Condemnation Fund by Agency on behalf of Developer, plus any interested earned thereon. No later than the Closing Date, Developer shall deposit the remainder of the Purchase Price for Yokota Site A into escrow in immediately available funds. The escrow for Yokota Site A shall close after October 15, 2001, and prior to November 15, 2001, provided that as of the Closing Date, there shall have been no material adverse change in the physical or title conditions of the Properties from the conditions theretofore approved by Disposition and Development Agreement (Automall) Page 9 of 29