RDA Agmt 2001 FH Dailey Motor Company

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• f • pursuant to the terms of this Agreement within ninety(90)days from the date of the Agency's formal approval this Agreement, Participant shall have the option to terminate this Agreement. 2.02.2 Essential Terms of Acquisition of Necessary Property. A. 890 Marina Boulevard 890 Marina Boulevard shall be sold in fee simple to Participant for a net price of six-hundred-seventy- five-thousand dollars($675,000).Any acquisition costs in excess of$675,000 shall not be borne by Participant, including, but not limited to, any and all(1)escrow fees and charges, (2)applicable taxes(including transfer, documentary and property taxes), (3) title insurance, (4) title fees, (5) recording fees, (6) processing fees, and/or(7) any other fee, charge or expense associated with said sale. In addition, the property shall be free of any Marina Boulevard assessment(s). At the time of close of escrow of the sale of 890 Marina Boulevard to Participant, the property, including the building(s)situated thereon,shall be free of(1)any claims of a right to occupancy or possession of said property, (2) leases and/or rental agreements, (3)tenants, (4) liens,of any type whatsoever, (5)past tax liabilities,and/or(6)any other encumbrance. Agency shall deposit$2,500.00 into the escrow to cover any costs of removing contents from the building. Participants shall notify Agency of the intended use of such funds 72 hours prior to requesting any disbursement of the $2,500.00. Any funds that are not used for this purpose shall be returned to the Agency. In the event that said building is not free of one or more of any of the above-listed encumbrances at the time of close of escrow, the Agency agrees to promptly reimburse participant all costs,including attorneys fees, incurred to remove said encumbrance(s), and to indennify and hold Participant harmless from any liability,damage or other obligation arising from Participant's reasonable efforts to remove said encumbrance(s). The Agency expressly warrants and represents that the owrer of 890 Marina Boulevard as of the date of the Agency's approval of this Agreement,has agreed,in writing,to convey said property to Participant. B. 954 Marina Boulevard Participant shall acquire 954 Marina Boulevard directly from the current owner of said property upon terms to be determined solely by Participant.However,the Agency shall,within fifteen(15)days from the date of the Agency's approval of this Agreement, issue a letter to the seller of 954 Marina Boulevard stating that 954 Marina Boulevard was subject to being taken by the Agency pursuant to its eminent domain authority in furtherance of the Redevelopment Plan. 2.03 Waiver of Right of Eminent Domain by Agency. The Agency hereby agrees to forego its right, if any,to acquire the Site by eminent domai l so as to enable Participant to develop and use the Site in accordance with this Agreement and with the Redevelopment Plan.This waiver applies only to development in accordance with the current provisions of the Redevelopment Plan and not to any future amendments to the Redevelopment Plan. Owner Participation Agreement Page 3 of 18