Agmt16 Butler Realty III, LLC - Laserfiche WebLink

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F. The Vacation is a condition precedent to effectiveness of this Agreement. Subject to approval of the Vacation, the City desires to sell, and Buyer desires to purchase, City's fee interest in the City Property on the terms set forth herein. G. With respect to Parcel 4, the City has determined in accordance with applicable provisions of its Municipal Code and Charter that transfer of this long underutilized parcel is in the best interest of the City because it will relieve City of maintenance obligations and potential liability associated with ownership of such parcel. H. The City has determined that the Vacation and sale of the City Property to Buyer for inclusion in the Development is exempt from environmental review under CEQA Guidelines Sections 15332 and 15183, consistent with City's approval of the Development. AGREEMENTS NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Agreement to Sell and Purchase. City agrees to sell to Buyer, and Buyer agrees to purchase from City, upon the terms and for the consideration set forth in this Agreement, the City Property. 2. Conditional Effectiveness of Agreement. 2.1 Except for Buyer's obligations under Section 6.1 which shall become effective immediately upon the Execution Date and shall survive the Closing or the termination of this Agreement, this Agreement shall become effective only upon the City Council's approval of the Vacation in conformity with California Streets and Highway Code Section 8300 et. seq. (the "Condition Precedent to Effectiveness") within the time period set forth in Section 2.2 below. The effective date of this Agreement ("Effective Date") shall be the date the Vacation becomes effective. This Agreement does not limit in any way the discretion of the Planning Commission and City Council in acting on the proposed Vacation, and City reserves full and complete discretion with respect to any findings required to be made in connection with the proposed Vacation. The failure to approve or any delay in approving the Vacation shall not be deemed a breach of this Agreement by the City. 2.2 If the Condition Precedent to Effectiveness has not been satisfied on or before the date which is 120 days following the Execution Date or such later date as the Parties may mutually agree each in its sole discretion ("Outside Date"), this Agreement shall automatically terminate at 5:00 pm on such date. If this Agreement is terminated pursuant to this Section, the Deposit (as defined below) shall be returned to Buyer, and, except as otherwise provided in Section 6.1(a) of this Agreement, City and Buyer will have no further obligations or rights to one another under this Agreement. OAK #4848-2211-8201 v3 Page 2 of 29 ATTYIAGR/2016.297/BUTLER MAIN STREET PURCHASE & SALE AGREEMENT FOR 4 REMNANT PROPERTIES REV: 10-10-16 VR