Item A: Disposition of 858 Pearl - atts A and B

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ATTACHMENT A Outline of Terms Disposition of 858 Pearl Street – Master Development Property: Land (approximately 4,560 sq. ft.) and building (approximately 18,240 sq. ft.) located at 858 Pearl Street (map and tax lot number 17-03-31-14-2700). Purchase Price: $1,000,000 Payment of Purchase Price: $700,000 cash shall be paid in full at closing. The balance of $300,000 shall be paid as follows: Annual payments equal to the annualized earnings (on the 858 Pearl property) in excess of 14%, total payments not to exceed $300,000. Annualized earnings formula shall be defined and accepted by Buyer and Seller, and included in the Purchase and Sale Agreement. In the event that Buyer sells the property, the unpaid balance will be due and payable. In the event that Buyer refinances the property and cash is advanced in the transaction, the unpaid balance will be due and payable. Due Diligence Period: Upon the execution of a Purchase and Sale Agreement, Buyer will have a period of 100 days in which to review property information and to conduct on site testing to determine the condition of the property. Deposit: Once the Due Diligence Period has expired, Buyer shall deposit into escrow non-refundable earnest money in the amount of $25,000. Earnest Money will be credited toward the Purchase Price at closing. Environmental Condition: During the Due Diligence Period, Buyer will be able to perform environmental investigation to satisfy itself of the environmental condition of the property. The 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. Purchase and Sale Agreement: Following City Council’s approval of terms, Buyer and Seller shall enter into a formal Purchase and Sale Agreement. Financing: Prior to the closing of the sale, Buyer shall demonstrate that all financing necessary for the project has been secured. Closing Date: The closing of the sale shall occur no later than nine months after the signing of the Purchase and Sale Agreement. Purpose: Buyer is proposing to reuse the existing building. The initial reuse of the building shall not include demolition unless a concurrent construction project is ready to proceed immediately following demolition. Z:\CMO\2010 Council Agendas\M101208\S101208A- and attsA and B.doc