HomeMy WebLinkAboutExhibit 2 SUB%.P1,
Exhibit
("Buyer")
f r�
r og �L�
ees to buy and x & kz i� rl U ("Seller")
s• ag�as to sell the property described as: Street Address:
4; Aftl
s t ebal Description; p -300
r anI the following Personal Property:
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D (alllooliectively, referred to as the "Property") on the terms and conditions set forth below. The "Effective Date" of this Contract is
io the date on which the last of the Parties signs the latest offer. Time is of the essence in this Contract. Time periods of 5
n dqs or less will be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a
re Saiurday, Sunday or national legal holiday will be extended until 5:00 p,m, of the next business day. V 0 '��N,
13' 2, PURCHASE PRiCE: ` {� $
14• {Ia) Deposit held in escrow by2���.x�
is Additional deposit to be made within days from Effective Date $
iG O 1—al mortgages (as referenced In Paragraph 3) $
17• O Other:
is'
(e) Balance to close, subject to adjustments and proratlons, to be made with cash, locally drawn
to c�rtifled or cashier's .check or wire t�.rta sfer Z ��� d✓�t �° •>`.
2a 3, JHIRD PARTY FINANCING: Withirtry days from Effective Date ("Application Period"), Buyer will, at Buyer's expense, apply for
2r third party financing in the amount of $ or _,_._% of the purchase price to be amortized over a period of
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22• yea is and due in no less than years and with a fixed Interest rate not to exceed 0 % per year or variable interest rate not
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2a• to ekcsed 0 _•_._4'° at origination with a lifetime cap not to exceed -----j/6 from initial rate, with additional terms as follows:
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25 Buyer will pay for the mortgagee title Insurance policy and for all loan expenses. Buyer will timely provide any and all credit,
zo emilloyment, financial and other Information reasonably required by anylender. Buyer will notify Seller immediately upon obtaining
27- finarjcing or being rejected by a lender. If Buyer, after diligent effort, falls to obtain a written commitment within days from
as Effective Date ("Financing Period"), Buyer may cancel the Contract by gMng prompt notice to Seller and Buyer's deposit(s) will be
2s returined to Buyer in accordanoe with Paragraph 9.
50• Bu ,er& L— J and Seller ( _j (^J acknowledge receipt of q copy of this page, which Is page 1 of 5 Pages.
CO -21 189 Florida Assoolation of REALTOR8Se) All RI his Reserved � l
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314 4, tITIE: Seller has the'legal•capaclty to and will convey marketable title to the. Property by if3"statutory warranty deed
sz, ClTher free gf1lens, easements and encumbrances of record or known to Seller,
08 butlsubject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; and (list any
34' other matters to which title will be subject)
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w prom iced there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property as
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ss' (a) Evidence of Title: Seller will, at (check one) ) Seller's ❑ Buyer's expense and within $ days �f from Effective Date
as•4 prigr to Closing Date O from date Buyer meets or waives financing contingency In Paragraph 3, deliver to Buyer (check one)
40• a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner's policy in
41I the amount of the purchase price for fee simple title subject only to exceptions stated above.
42• I 0 an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm.
43 However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed Insurer as
44 a base for reissuance, of coverage. The prior policy will include copies of all policy exceptions and an update in a format
45 acceptable to Buyer from the policy effective date. and certified to Buyer or Buyer's closing agent together with copies of all
40 I documents recited in the prior policy and in the update:
47 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title. deliver written notice to Seller of title
48 d�fects. Ttie will be deemed acceptable to Buyer f i) Buyer falls to deliver proper notice of defects or (2) Buyer delivers proper
4e' v Ptten notibe and Seller cures the defects within days from receipt of the notice ("Curative Period"), If the defects are
so cured within the Curative Period, closing will oocur within 10 days from receipt by Buyer of notice of such curing. Seller may
51 elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period. If the defects are
sz not cured within the Curative Period, Buyer will have 10 days from receipt of notice of Setter's Inability to cure the defects to
ss elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction in
54 porchass prios, The party who pays for the evidence of title will also pay related title service fees including title and abstract
ss charges and title examination,
56 (c) Syr'vey: (check applicable provisions below)
57• 10 Sellarwill, within days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and
a. engineering documents, if any, and the following documents relevant to this transaction:
50, I , prepared for Seller or in Seller's
sopos,�ssesslon, which show all curr ntly existing structures.
sr 1 rayer will, at Q Seller's t�uyer's expense and within the time period allowed to deliver and examine title evidence,
02 I obtain a current certified survey of the Property from a registered surveyor, if the survey reveals encroachments on the
01 l Property or that the improvements encroach on the lands of another, ❑ Buyer will accept the Property with existing
04' i encroachments &such enoroachments will constitute a title defect to be cured within the Curative Period,
as {dl Ingress and Egress; Seiler warrants that the Properdy`p�resently has ingress and egress.
ee (e) Possesslon: Seller will deliver pos�TO481s`\trans*
o. and keys for all [cc alarms to Buyer at closing.
sr S. GLOSING DATE AND PROCEDU{�1=:�II •e c e lr9a�Ll 2 County, Florida on
sa' or baffle the or It - ays from Effective Date ('Clo • Date"), unless otherwise extended
e9' herein, ❑ Seller Buyer will designate the. closin - yer and Seiler will, within days from Effective Date, deliver to
7o Escr w Agent sig ed instructions which provide for closR� procedure..if an institutional lender is providing purchase funds, lender
71 requ rements as to place, time of day, and closing prpcedures will control over any contrary provisions In this Contract.
1/2 (a) Posts: Buyer Will pay taxes and recording fees on notes, mortgages end financing statements and recording fees for the deed.
78 Se?Ifer will pay taxes on the deed and recording fees for documents needed to cure title defects, If Seller is obllgated to discharge
74 an� encumbrance at or prlor to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances,
7s (b)' Dovuments: Seller will provide the deed, bill of sale, mechanic's lien affidavit, assignments of leases, updated rent roll,
7e tenant and lender estoppel letters, assignments of permits and licenses, corrective Instruments and letters notifying tenants of
77 M change in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that Information
78 re arcing the tenant's lease is correct, If Seiler is a corporation, Seller will deliver a resolution of its Board of Directors
79 auihorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the resolution and setting forth
so. fadts showing the conveyance conforms with the requirements of local law, Seller will transfer security deposits to Buyer. Buyer
81 will provide the closing statement, mortgages and notes, security agreements and financing statements.
82' 6uyr (r_J and Seller (�) (_^_) acknowledge receipt of a copy of this page, which is page 2 of 6 Pages.
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e8, (c) Taxes, Assessments, and Prorations: The following Items will be made current and prorated e/n of Closing. -Date
ev Q as of : real estate taxes, bond and assessment payments assumed by*Buyer, Interest,.
85 I nts, association dues, insurance premiums acceptable to Buyer, operational expenses and
sa f the amount of taxes and assessments for the current year cannot be eacertalned, rates for the previous year will be used with due
87 allowance being made for improvements and exemptions. Seller is aware of the following assessments affecting or potentially
W. effacting the Property;
e9 Guyer will be responsible for all assessments of any kind which become due and owing on or after Effective Date, unless the
90 ii 1provement is substantially completed as of Closing Date, in which case Seller will be obligated to pay the entire assessment.
91 O FIRPTA Tax Withholding: The Foreign investment In Real Property Act ("FIRPTA') requires Buyer to withhold at closing a
a20ortion of the purchase proceeds for remission to the Internal Revenue Service ("I.R.S.") if Seller is a "foreign person' as defined
9a, by the Internal Revenue Code, The parties agree to comply with the provisions of FiRPTA and to provide, at or prior to closing,
94 appropriate documentation to establish any applicable exemption from the withholding requirement, if withholding Is required
95 Ind Buyer does not have cash sufficient at closing to meet the withholding requirement, Seller will provide the necessary funds
9e yd Buyer will provide .proof to Seiler that such funds were pr Orly remitted to the I.R.S,
9r 6..ISCRCW: Buyer and Seller authorize S e 5 rk oa e St -we Gu�110,/Ma4�.,
9a- Telephone: Facsimile: Address:
99, ito act as "Escrow Agent"
too' to receive funds and other Items and, subject to clearance, disburse them in accordance with the terms of this Contract, Escrow
for Agent will deposit all funds. elved in o a non -Interest bearing escrow accountKan interest bearing escrow, a count with
102• Interest accruing to.,lS� zu e✓with interest disbursed (check one) Vat closing
103-041 intery lis. IfrEscrow Agent receives conflicting demands or has a good faith doubt as to. Escrow
1oa Ag nt's duties or liabilities under this Contract, he/she may (a) hold the subject matter of the escrow until the. parties mutually
los agrbe to Its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the
toe escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having Juriscilotion over the dispute. Qpon
fur notifying the parties of such action, Escrow Agent will be released from all liability exoept'for the duty to account for items
los pre'yyiously delivered out of escrow, If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chapter
los 47 ., Florida Statutes. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder or
110 inte leads the subject matter of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with
111 such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor
in of the prevailing party, The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or Seller of
113 escrowed items, unless the misdeilvery Is due to Escrow Agent's willful breach of this Contract or gross negligence.
114 7, PROPERTY CONDITION; Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, ordinary
1 6 wer and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties
116 oth r than marketability of title. By accepting the Property "as is," Buyer waives all claims against Seller for any defects In the
117 properly, (Check (a) or (b))
11e, l7 (a) As ls; Buyer has Inspected the Property orwaives any right to Inspect and accepts the Property in its "as is° condition.
nR, CVb) Due Diligence Period: Buyer will, at Buyers expense and withln-20 days from Effective Date ("Due Diligence Period"),
1zo d' termina whether the Property is suitable, in Buyer's sole and absolute discretion, for Buyer's Intended use and development of
12.1 to Property as specified in Paragraph A, During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and
122 In eProations ("Inspections") which Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering,
123 a�ohitectural, envlronmentai properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision
124 regulations; soil end grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional
iz5 growth managemant•and cornprehens1" land use plans; availability of permks, government approvals and licenses; compliance with
120 American with Disabilities Aot; absence of asbestos, soll and ground water contaminatlon; and other Inspections that Buyer deems
lar appropriate to determine the suitability of the Property for BuyGet; intended use and development, Buyer shall deliver written notice
128 to Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the. Property'is acceptable.
las Buyer's failure to comply with this notice requirement shall constitute acceptance of the Property in its present "as is" condition.
130 suer grants to Buyer, Its agents, contractors and assigns, the right'to enter the Property at any time during the Due Diligence
131 Priod for the purpose of conducting Inspections; provided, however, that Buyer, Its agents, oontrectors arid assigns enter the
132 Pperiy and conduct Inspections at their own risk. Buyer shall Indemnify and lioid Seller harmless from losses, damages, costs,
133 claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any person, arising from the conduct of
134 ar yand all Inspeetions or any work authored by Buyer. Buyer will not engage In any activity that could result in a mechanic's lien
135 being filed against the Property without Seller s prior written consent. In the event this transaction does not close, (1) Buyer shall
130 re�alr all damages to the Property resulting ham the Inspections and return the Proparty to the condition it was in prior to conduct of
137 the Inspections, and (2) Buyer shall, at Buyer's expense, release to Salter all reports and other work gAnerated as a result of the
tae Inspections, Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer's deposit shall be
las irr,mediately returned to Buyer and the Contract terminated,
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1ao• Buyi and Seller (� ( _j acknowledge receipt of a copy of this page, which is page 3 of 6 Pages,
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141 (6) Walk-through;lnspeotion: Buyer may, on the day prior to closing or any other time mutually agreeable to the parties,
142 c?onduot a final "Walk-through" Inspection of the Property to determine compliance with this paragraph and to ensure that all
140 Oroperty is on the premises,
144 Disclbsures: -
145 i 1. Radon Gas: Radon Is a naturally occurring radioactive gas that, when it has accumulated in a building In sufficient
148 quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state
147 guidelines have been found in buildings in Florida. Additional Informatloh regarding radon and radon testing may be obtained
148 j from your county public health unit.
149 2. Energy Efficiency: Buyer may have determined the energy efficiency rating of the building, if any is located on the Real
Iso Property.
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tsf 8. QPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business
152 conducted on the Property in the manner operated prior to Contract and will take no action that would adversely Impact the
163 Property, tenants, lenders or business, if any. Any changes, oh as renting vacant space, that materially affect the Property or
154• DWer's intended use of the Property will be permitted W6hly with Buyer's consent Q without Buyer's consent.
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DEPOSIT: Unless otherwise specified In the Contract, in the event any condition of this Contraot is not met and
ly given any required notice regarding the condition having not been met, Buyer's deposit will be returned in
h applicable Florida laws• and regulations,
nt the sale Is not closed due to any default or failure on the part of Seller other than failure to make the title
iter diligent effort, Buyer me/'et�ther (1) reoalve a refund of Buyer's deposit(s) If
a deposit refund, Beller will09lable to Broker for the full amount of the brokerage fee.
nt the sale is not closed due' o any default or failure on the part of Buyer, Seller may either (1) retain all depoelt(s)
d to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, and in
t of any claims, upon which this Contract will terminate or (2) seek specific, performance. If Seller retains the
;r will pay the Listing and Cooperating Brokers named In Paragraph 12 fifty percent of all forfeited deposits retained
7a split equally among the Brokers) up to the full amount of the brokerage fee,
'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party,
ses of this provision will Include Buyer, Seller and Broker, will be awarded reasonable attorneys' fees, costs and
1r0 12. BROKERS: Neither Buyer nor Sell r has utilized the services of, or for any other reason owes c mperl ation to, a licensed
171 real � stats Broker other than: r,'� � e �ve�
172, (a fisting Broker: _ 'r" Y1 G I p ��� �,� L -t f G�k.rC � �F'.� ��
173• who is Q an agent of Q a transaction broker ❑ a nonrepresentative
174' and who will be compensated bVIn Seller Q Buyer Q both parties pursuant to Q a listing agreement Q other (specify)
175•
176• I
177•
178• (b., CoXbompensated
ker;
179• wlJo Is transaotlon broker O a nonrepresentative
ise• and whby Q Buyer O Seller.0 both parties pursuant to LS or other offer of compensation to a
tar cobperother (specify)
182• I
183• f
184` f
1a5 (collectively referred -to as "Broker") In connection with any act relating to the Property, including but not limited to inquiries,
las Intreductlons, consultations and negotiations resulting In this transaction, Seller and Buyer agree to Indemnify and hold Broker
ler harmless from and against losses, damages, costs and expenses of an kind including reasonable attorneys' fees at all levels, and
108 from',i I ty to any person, arising from (1) compensation claimed which is Inconsistent with the representation in this Paragraph, (2)
189 enforcement action to collect a brokerage fee pursuant to F�aragraph 10, (3 an any duty accepted by Broker at the request of Buyer or
190 Seiler, which duty is beyond the scope of servloes regulated by Gin pier 475, F.S„ as amended, or (4) recommendations of or services
191 provided and expenses incurred by any third party whom Broker refers, recommends or retains for or on behalf of Buyer or Seller,
192.13 SSiGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise ❑ is not assignable
193• IL3A assignable, The terms "Buyer," 'Seller" and "Broker" may be singular or plural. This Contract is binding upon Buyer, Seiler
194 and their heirs, personal representatives, successors and assigns (it assignment is permitted).
1s5' BUY? r (..� and Seller (_) (_j acknowledge recelptof a copy of this page, which is page 4 of 5 Pages,
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190 ,14. bPTIONAL CLAUSES: (Check If any of the following clauses are applicable and are ettached asst addendum to this Contract):
197• I 0 Arbitration ❑ Seller Warranty ❑ Existing, Mortgage
196' 0 Section 1031 Exchange 0 Coastal Construction Control Line 0 Other
IN' ❑ Property Inspection and Repair ❑ Flood Area Hazard Zone Q Other
200• i 0 Seller Representations 0 Seller Financing 13 Other
201 15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modifications of
2o2 this Contract will not be binding unless in writing, signed and delivered by the party to be bound, Signatures, Initials,, documents
2w refoFenced In this Contract, counterparts and written modifications communicated electronically or on paper will be acceptable for
204 all pLirposes, including delivery, and will be binding, Handwritten or typewritten terms inserted In or attached to this Contract prevall
los ove l preprinted terms. If any provision of this Contract Is or becomes Invalid or unenforceable, all remaining provisions will continue
Zoe to be. fully effective. This Contract will be construed under Florida law and will not be recorded in any public records. Delivery of any
2m writ len notice to any party's agent will be deented delivery to that party.
We THIS IS INTENDED TO BEA LEGALLY BINDING CONTRACT, IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY
2o9 PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE
210 IMPORTANT TO THEM AND TO -CONSULT AN APPROPRIATE PROFESSIONAL FOR LEGALADVICE (FOR EXAMPLE,
211 INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF
21z TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC,) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND
213 OTHER SPECIALIZED ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THATALL
214 REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESBNTAMONS.OR PUBLIC
2is RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY
216 SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OFTHE PROPERTY
217 COODITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE.
218• DEF"oSiT RECEIPT: Deposlt of $ by q check O other received on
219 I by
220 i Signature of Escrow Agent
221 OFFRR: Buyer offers to purchase the Property on the above terms and conditions. Unless acceptance Is signed by Seller and a
222• slgnttd copy delivered to Buyer or Buyer's agent no later than ❑ a.m. O p.m, on
223 Buyer may revIke this offer and receive refund of all sdneposits.,. �
224' Date;• 1$ t) J BUYER, ..A n l KA LI t t I Tax' ID yhj�
225' f �'C ` TIt19:� t� F`^V e�l�% ICLt """P 0gimile: b?/ dXS�LJ Yl
226' I Addres : - 0 J
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227" Date; BUYER: Tax ID No:
228' I Title: Telephone; Facsimile:
229* I Addresst
eao' ACCEPTANCE: Seller accepts Buyer's offer egr as to sell the Property on the above terms and conditions (O subject to the
231 attac hod counter offer),
232• Date 7- SELLER: Tax ID No;
233' I Title: Telephone: Facsimile:
234, Address:
z35• Date; SELLER: Tax ID No:
236, i T1t1s: Telephone; Facsimile:
237' I Address:
23e BuyJr and Seller ( _j �) acknowledge receipt of a copy of this page, which is page 5 of 5 Pages.
The Florida AssoclaVon of REvxoRs makes no representation as to the legal validity or adequaoyof any provision of this form in any s ecific transaction, This
stand ' Ized form should not be used In complex transactions or with extensive riders or additions, This form Is available for use by the entire real estate Industry
and is t Intended to identify the war as a RPAITOR, REALToR Is a registered collective membership mark which maybe used only by real estate licensees who are
79�rs of the NAMONAL ASSOCIATION OF REALTORS and who subscribe to its Code of Ethics.
o yd ht laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means Including facstmlle or computerized forms,
CC 2 . 01997 Florida Association of REALTOPS(81 All Rights Reserved
EXHIBIT "B"
1, Purchase Price: amount equal to the average of 2 recent appraisals procured by
the City or $3,000,000, hichever is lower.
2, Due Diligence: SatiActory survey, title, environmental condition and zoning and
City Attorney's approval of t11V terms of the Covenant.
3, Park Contribution: Execution of the Purchase Agreement or acceptance and
assumption of the assglunentof e Commercial Contract shall not occur until the City
Manager receives a commitmentox rivate funds, in the amount of $250,000, to be
applied to the development of the p
4. Purchase through The Trust for Public L@hd ("Trust"): if the Trust can negotiate
terms more favorable than the terms of the Commercial Contract, or terms negotiated by
the City, then the City Manager may enter ino an agreement with the Trust, for the City's
acquisition of the Property from the Trust, on�,ubstantially the following terms:
(i) City has the option to purchase th�Property, at a Purchase Price not higher
than that paid by the Trust, within a\term of 3 years.
(ii) City shall pay Base Rent during the term of the agreement in the amount
of the Purchase Price as follows: \
(a) Year 1: 20%
(b) Year 2: 40%
(c) Year 3: 40%
Additionally, with each annual payment of B\)ate
t the City shall pay
interest on the unpaid balance of the Base Rentnot to exceed 2%
over prime. All payments of Base Rent (but nayments of interest)
shall be credited by the Trust toward payment ourchase Price, at the
time of closing.
(iii) Other terms, such as the amount, and terms of paymen% of a cancellation
fee, shall be as commonly found in Trust transactions. N