Agmt22 IQHQ TRS Elco Yards, Inc.

Browse Search

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT (this "Agreement') is entered into as of Af# •' L z$ , 2022 (the "Effective Date"), by and between CITY OF REDWOOD CITY, a charter city and municipal corporation ("Seller"), and IQHQ TRS ELCO YARDS, INC., a Delaware corporation (`Buyer'). In consideration of the mutual covenants and agreements contained in this Agreement, Buyer and Seller agree as follows: 1. PURCHASE AND SALE 1.1 Agreement to Buy and Sell. Subject to all of the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Buyer and Buyer hereby agrees to acquire and purchase from Seller the following (collectively, the "Property'): All of Seller's right, title and interest in and to the following: the real property described on Exhibit A attached hereto and all easements, privileges and other rights appurtenant thereto (collectively, the "Land"); all improvements, structures, equipment and fixtures located on or under the Land; and all rights, privileges, easements, entitlements, hereditaments and appurtenances now or hereafter belonging or appertaining to the Land. 1.2 Purchase Price. Buyer agrees to pay to Seller Three Hundred Forty Thousand Dollars ($340,000.00) (the "Purchase Price") for the Property. At least one (1) business day prior to the Closing Date, Buyer shall deposit the Purchase Price into an escrow established for this transaction at Fidelity National Title Company (the "Escrow"), by wire transfer of federal funds, subject to adjustment by reason of any applicable prorations and the allocation of closing costs described below. 1.3 Ground Lease. Buyer has notified Seller that, prior to the closing of this transaction (the "Closing"), Buyer entered into a Ground Lease of certain adjacent property pursuant to a Ground Lease (the "Ground Lease") between Buyer as tenant and Towne Motor Company, a California corporation, Towne Lease Co. Inc., a California corporation, Benjamin Kopf Holding Co., a California corporation, and Kopf & Kopf, LLC, a California limited liability company (collectively, the "Ground Lessor"), as landlord. Pursuant to an agreement between Buyer and the Ground Lessor, the Property that is the subject of this Agreement will be transferred by Buyer to the Ground Lessor, and Ground Lessor will include such Property in the premises being leased to Buyer pursuant to the Ground Lease. Accordingly, Buyer hereby designates Benjamin Kopf Holding Co., a California corporation (the "Designated Grantee"), as the party to be named as the "grantee" under the "Deed" (as defined below), and Seller agrees to name such corporation as the "grantee" under the Deed. Notwithstanding the designation of such corporation as the "grantee" under the Deed, Buyer agrees that it is not being released from any obligations under this Agreement and that it remains solely responsible for performing all obligations to be performed by Buyer under this Agreement. By signing in the space below, the Designated Grantee consents to the conveyance of the Property to the Designated Grantee as provided herein, and shall be bound by the provisions of Sections 2.3 and 2.4 of this Agreement. REV: 04-07-2022 SK ATTY/AGR.2022.085/Elco Yards (Page 1 of 14)