3B Public Hearing 2012 0521 - Laserfiche WebLink

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Thousand Dollars ($100,000) (the "Deposit "). Any interest earned on the Deposit shall belong to Developer. The Deposit shall be applied to the Purchase Price. (ii) The balance of the Purchase Price shall be paid to City at the Closing in immediately available funds. 3.2.2 Additional Payment. If a full - service restaurant is not opened on the Property by the date (the "Restaurant Deadline ") which is the earlier of (i) twenty -four (24) months following the date upon which City issues a certificate of occupancy or equivalent for the Project, or (ii) forty -eight (48) months following the Effective Date of this Agreement, Developer shall pay to City in its capacity as Successor Agency, an additional Two Hundred and Fifty Thousand Dollars ($250,000) (the "Additional Payment "). To secure Developer's obligation to pay the Additional Payment, at the Closing Developer shall deliver the Note to City, executed by David Irmer substantially in the form attached hereto as Exhibit D . If Developer does not pay the Additional Payment to City on the Restaurant Deadline, City shall be entitled to collect on the Note. The Note shall not bear interest, and shall be due and payable on the Restaurant Deadline. City agrees to promptly cancel and return the Note to Developer if a full - service restaurant opens for business on the Property prior to the Restaurant Deadline. 3.3 Escrow. City and Developer shall open escrow with Erwin Broekhuis ( "Escrow Agent ") at the office of First American Title Insurance Company located at 901 Mariners Island Blvd., Suite 380, San Mateo, California in order to consummate the conveyance of the Property to Developer and the closing of escrow for the transactions contemplated hereby. 3.4 Costs of Closing and Escrow. Developer shall pay all title insurance premiums for policies Developer elects to purchase in connection with the acquisition of the Property and the financing of the Project, shall pay for the cost of any lender's policy of title insurance that City elects to acquire in connection with the transactions contemplated hereby, and shall pay one -half of all conveyance and recording fees, transfer taxes, and escrow fees incurred in connection with the conveyance of the Property. Property taxes and assessments shall be prorated as of the Closing Date. City, in its capacity as Successor Agency shall pay one -half of all conveyance and recording fees, transfer taxes and escrow fees. 3.5 Escrow Instructions, Deposit of Funds, Recordation of Documents. City and Developer shall provide Escrow Agent with a copy of this Agreement, which together with such supplemental instructions as City or Developer may provide and which are consistent with the intent of this Agreement or which are otherwise mutually agreed upon by City and Developer, shall serve as escrow instructions for the conveyance of Property. 3.6 Closing. The Closing Date shall be a date no later than March 1, 2013 (subject to extension for force maj eure events) which is mutually acceptable to the Parties, and which shall occur within thirty (30) days following the Developer's satisfaction or City's waiver of all conditions precedent to conveyance of the Property as set forth in Section 3.8 Prior to the Close of Escrow, Developer shall deposit into escrow the Purchase Price and all other funds Developer is obligated to pay pursuant to this Agreement and all City Documents to which Developer is a party, executed and acknowledged as applicable. Provided that all conditions precedent to conveyance of the Property have been satisfied or waived, City shall deposit into escrow the 1875524.3 8