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<br />ATTACHMENT C <br /> <br />DRAFT <br />PURCHASE AND SALE AGREEMENT <br /> <br />P:URACE <br /> , <br />ARTIESRBAN ENEWAL GENCY OF THE ITY OF UGENE <br /> (“Agency” “Seller”) <br />an Oregon municipal corporation or <br /> <br />A:BC&M,LLC, <br /> <br />NDEAM ONSTRUCTION ANAGEMENT <br /> <br />an Oregon limited liability company, <br /> (“Beam” “Buyer”) <br />doing business as Beam Development or <br /> <br />E <br />FFECTIVE <br />D: <br /> May 8, 2008 <br />ATE <br /> <br /> <br />R <br />ECITALS <br /> <br />A. <br /> On October 26, 2006, Agency obtained from Evergreen Associates and from <br />Prado Partners Ltd. and Blue Ridge, Inc. options to acquire certain real property <br />more particularly described in Exhibit A (the “Property”). <br /> <br />B. <br /> After acquiring the options to purchase the Property, Agency outlined its interest <br />in making the Property available for redevelopment by issuing a request for <br />proposals (“RFP”). Within the RFP, Agency stressed its goal to attract one or <br />more developers or owners to rehabilitate and redevelop the Property in order to <br />facilitate private investment, while enhancing and reinforcing community goals <br />and objectives for improving the function, condition and appearance of the area. <br />Such goals and objectives include creating high-quality urban design and <br />architecture; increased density with active ground-floor uses; expanded housing, <br />cultural and recreational opportunities; compatibility with existing and planned <br />future public and private investments in the area; quality jobs; better connectivity <br />between downtown and the river; and increased activity and vitality along <br />Broadway. <br />C. <br /> Beam responded to the RFP by indicating, among other things, its interest in <br />acquiring and redeveloping the Property for office and retail uses. Agency <br />selected Beam to acquire and redevelop the Property in accordance with its <br />proposal. <br />D. <br /> Beam and Agency entered into a non-binding memorandum of understanding (the <br />“MOU”), acknowledging the key elements of Beam’s proposal and the parties’ <br />mutual desire to negotiate the terms and conditions of an agreement relating to <br />Beam’s acquisition and rehabilitation of the Property. <br /> <br />Page 1 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008) <br /> <br />