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6.3.C. - Page 8 <br /> F. The Vacation is a condition precedent to effectiveness of this Agreement. <br /> Subject to approval of the Vacation, the City desires to sell, and Buyer desires to <br /> purchase, City's fee interest in the City Property on the terms set forth herein. <br /> G. With respect to Parcel 4, the City has determined in accordance with <br /> applicable provisions of its Municipal Code and Charter that transfer of this long <br /> underutilized parcel is in the best interest of the City because it will relieve City of <br /> maintenance obligations and potential liability associated with ownership of such parcel. <br /> H. The City has determined that the Vacation and sale of the City Property to <br /> Buyer for inclusion in the Development is exempt from environmental review under CEQA <br /> Guidelines Sections 15332 and 15183, consistent with City's approval of the <br /> Development. <br /> AGREEMENTS <br /> NOW, THEREFORE, in consideration of the foregoing recitals, the mutual <br /> covenants contained in this Agreement, and other good and valuable consideration, the <br /> receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: <br /> 1. Agreement to Sell and Purchase. City agrees to sell to Buyer, and Buyer <br /> agrees to purchase from City, upon the terms and for the consideration set forth in this <br /> Agreement, the City Property. <br /> 2. Conditional Effectiveness of Agreement. <br /> 2.1 Except for Buyer's obligations under Section 6.1 which shall become <br /> effective immediately upon the Execution Date and shall survive the Closing or the <br /> termination of this Agreement, this Agreement shall become effective only upon the City <br /> Council's approval of the Vacation in conformity with California Streets and Highway Code <br /> Section 8300 et. seq. (the "Condition Precedent to Effectiveness") within the time <br /> period set forth in Section 2.2 below. The effective date of this Agreement ("Effective <br /> Date") shall be the date the Vacation becomes effective. This Agreement does not limit <br /> in any way the discretion of the Planning Commission and City Council in acting on the <br /> proposed Vacation, and City reserves full and complete discretion with respect to any <br /> findings required to be made in connection with the proposed Vacation. The failure to <br /> approve or any delay in approving the Vacation shall not be deemed a breach of this <br /> Agreement by the City. <br /> 2.2 If the Condition Precedent to Effectiveness has not been satisfied on <br /> or before the date which is 120 days following the Execution Date or such later date as <br /> the Parties may mutually agree each in its sole discretion ("Outside Date"), this <br /> Agreement shall automatically terminate at 5:00 pm on such date. If this Agreement is <br /> terminated pursuant to this Section, the Deposit (as defined below) shall be returned to <br /> Buyer, and, except as otherwise provided in Section 6.1(a) of this Agreement, City and <br /> Buyer will have no further obligations or rights to one another under this Agreement. <br /> OAK#4648-2211-8201 v3 <br /> Page 2 of 29 <br /> ATTY/AGR12016.297/BUTLER MAIN STREET PURCHASE&SALE AGREEMENT FOR 4 REMNANT PROPERTIES <br /> REV: 10-10-16 VR <br />