Item A: Terms for WG Development at 10th/Charnelton

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6. Environmental Condition : Upon execution of the PSA, Seller shall deliver to Buyer all information in Seller’s possession relating to the condition of the Property. Such Property Information shall include, but not be limited to, environmental reports, soils reports, and topographical and boundary surveys. The Seller has available Phase II Environmental Assessments which do not indicate environmental trespass onto the site. The history of the site indicates that it was used as the Sears Building; a Masonic Temple; and a used office furniture and equipment store until demolition of the former Sears building in 2005. No other occupancy of concern has taken place of which the Seller is aware. During the Due Diligence Period, Buyer will be able to perform additional environmental investigation to satisfy itself of the environmental condition of the property, including any desired on-site testing. The additional investigations must be scheduled with the Seller and the results provided to the Seller for review. Based on the information provided in the environmental assessment, Buyer may either move forward with the purchase of the site or rescind the offer to purchase the site prior to the expiration of the Due Diligence Period. Buyer will also have the option to negotiate with the City regarding a remedy for specific site clean-up costs if contamination is identified. 7. Alley vacation : Prior to the sale closing, the City shall process an alley vacation application to vacate the mid-block, north-south alley in a manner sufficient to allow development of the Property. 8. Multi-unit Property Tax Exemption (MUPTE) : Prior to the sale closing, if requested by Buyer, the City shall process an application for a MUPTE to Buyer for the Development Purpose, or provide assistance with the application for the Vertical Housing Development Zone tax exemption with Oregon Housing and Community Services. 9. Condition of Title : Seller shall deliver the Property to Buyer with clear title free of any and all encumbrances and exceptions except those as may have been approved by Buyer at its sole discretion. Seller, at Seller’s cost, shall provide Buyer with ALTA form of owner’s policy of title insurance in the face amount of the Purchase Price insuring clear title in Buyer’s name subject only to the approved exceptions. 10. Bureau of Labor and Industry (BOLI) Determination : Within 30 days of the signing of the PSA, Seller shall submit a request to determine if the Project is subject to the Prevailing Wage Rate law. If the Project is determined to be subject to the Prevailing Wage Rate law, either Seller or Buyer may terminate or renegotiate the terms of the Purchase and Sale Agreement. 11. Prevailing Wage Liability : If Buyer secures financing or undertakes other actions relative to the Project, and these actions are determined to trigger federal or state prevailing wage standards or in any way cause the Project to be considered a public work, Buyer is liable for any increase in costs of wages or any liquidated damages. 12. Timing : The sale closing shall occur no later than March 31, 2009. Building permits for the Project shall be submitted by November 30, 2009. Construction of the entire half-block Project shall begin within 30 days of approval for building permits. The City shall retain the right to repurchase the Property based on failure to adhere to these timelines or to extend the timelines. 13. Parking : The City of Eugene has an existing bulk purchase parking permit program for advanced volume permit sales. There is capacity available for WG Development to purchase permits for approximately 120 structured parking spaces. Bulk purchase permits are offered at eighty percent of face value or seventy percent of face value if tenants maintain an approved employee alternative transportation mode program.