Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 6 of 82 applications, approvals, permits, authorizations and other entitlements, (c) transferable guarantees and warranties covering the Land and/or Improvements, (d) all contract rights (including, without limitation, rights under any consulting, architectural or engineering contracts and contracts rights under the "Service Contracts" (as hereinafter defined)) to the extent that Buyer elects to assume such contracts in accordance with Section 7.5 below, (e) books, records, reports, test results, environmental assessments, as-built plans, specifications and other similar documents and materials relating to the use, operation, maintenance or repair of the Property or the construction or fabrication thereof, and (f) all transferable utility contracts. D. Seller acquired the Property with the use of Community Development Block Grant funds, HOME Investment Partnership Program funds and Redevelopment Agency Low and Moderate Income Housing Funds for the purpose of rehabilitating and preserving affordable housing. The Property is improved with a 23-unit apartment building, consisting of 22 affordable units and one manager's unit (the "Existing Housing Units"). Buyer intends to redevelop the Property as well as adjacent properties owned or controlled by Buyer as part of a mixed use development that will include 540 residential units including at least 147 affordable units, approximately 530,000 square feet of office, approximately 28,800 square feet of retail and approximately 8,400 square feet of childcare facility generally located between El Camino, Maple Street, Cedar Street and Main Street ("Development"). Exhibit C is a site plan for the Development. As part of the Development, Buyer is proposing to develop an off-site property located at 1304 El Camino Real ("Parcel F") as affordable housing with a total of 38 affordable housing units and one manager's unit ("Building F"). These 39 units are included in the total 540 residential units in the Development. E. As a condition of sale of the Property to Buyer, Seller is requiring that Buyer construct Twenty-Three (23) replacement housing units to replace the Existing Housing Units located on the Property ("Replacement Housing Units"). Twenty-Two (22) of the replacement housing units must be affordable to very low and low income households. Buyer is required to grant to Seller a long term covenant restricting the use of Building F to housing affordable to low and very low income households in exchange for the sale of the Property to Buyer ("Parcel F Affordable Housing Restriction"). Replacement of the existing housing units on the Property is an essential term of the sale of the Property and part of the consideration for the sale of the Property. NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows: 1. AGREEMENT TO PURCHASE AND SELL. Subject to all of the terms and conditions of this Agreement, Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to acquire and purchase from Seller, the Property upon the terms and conditions set forth herein.