Item A: Beam Development Purchase and Sale Agreement Terms

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ATTACHMENT A Summary of Terms - Purchase and Sale Agreement (PSA) 1. PSA Signing Date: Beam will sign a binding PSA no later than May 22, 2008. 2. Deposit: Upon the signing of the PSA, Beam will provide a non-refundable deposit equal to $50,000 and a secured obligation to pay the URA $470,000, if the purchase is not completed by July 7, 2008. 3. Price: Beam shall purchase the Washburne Building for $1.2 million, and the Centre Court building and adjacent vacant lot for $2.4 million. 4. Closing: The URA shall purchase the property on or before July 7, 2008. Beam shall purchase the property from the URA immediately thereafter in a simultaneous closing of escrow. 5. City Occupancy: Beam has engaged with a local broker to secure an anchor tenant(s). Should Beam be unable to sufficiently pre-lease the project, the City will be prepared to be a tenant for a portion of the project. It is not the City’s or Beam’s intention to have the City tenant the project. However, the PSA includes language indicating the City commitment to provide back-up tenanting. The PSA also details the documentation that Beam will be required to provide to demonstrate its good faith and best efforts to secure private tenants. Additionally, Beam will be required to provide in the City lease any incentives agreed upon with other tenants. 6. URA Loan #1: The URA shall finance Beam’s purchase of the properties in an amount equal to the purchase prices of $3.6 million (less Beam’s $50,000). The financing terms will include a maximum 20-year amortization schedule (interest-only during construction) with a 10-year balloon payment and an interest rate equal to the rate paid on the City’s HUD Section 108 loan. 7. URA Loan #2: The URA shall provide gap financing for Beam’s renovation of the Centre Court building and new construction on the vacant parcel in an amount not to exceed $6.5 million. The financing terms would include a 20-year amortization schedule (interest-only during construction) with a 10-year balloon payment and an interest rate equal to the rate paid on the City’s HUD Section 108 loan. The URA is unable to commit to Loan #2 until City Council and HUD have approved the project- specific use of the borrowed HUD Section 108 funds. (The approval process takes approximately two and a half months.) If HUD approval is not granted and other sources of funds are not identified, the City will buy back the property. 8. Contingent Repayment of BEDI Proceeds: The portions of Loan #1 and Loan #2 derived from BEDI grant proceeds will be repaid when Beam reaches a 13% return on investment. The portions of Loan #1 and Loan #2 derived from BEDI grant proceeds will not accrue interest. Repayment of Beam’s deferred developer fee will only occur after the BEDI has been repaid. 9. Project Description: The PSA shall include a commitment from Beam to move forward with a project consistent with their proposal, including rehabilitation of the Centre Court building and a newly Y:\CMO\2008 Council Agendas\M080521\S080521A.doc