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 7 of 82 2. INDEPENDENT CONSIDERATION. Within ten (10) "Business Days" (as defined in Section 16.16) after the Execution Date, Buyer shall pay Seller the amount of One Hundred Dollars ($100) (the "Independent Consideration"). The Independent Consideration shall be non-refundable to Buyer and shall not be credited towards the payment of the Purchase Price (defined below). The Independent Consideration shall constitute separate, independent, and good and valuable consideration provided by Buyer to Seller for the rights extended to Buyer under this Agreement. 3. PURCHASE PRICE. The purchase price for the Property (the "Purchase Price") shall consist of the following, each of which is essential consideration for the sale of the Property: i. Eight Million Dollars ($8,000,000) to be paid in full at Close of Escrow ("Cash Purchase Price"). ii. Payment by the Developer of the full amount of the costs (the “Relocation Costs”) actually incurred by the City to relocate (a) the residential tenants currently residing in the Existing Housing Units at the Property (the “Residential Tenants”), and (b) the three commercial tenants consisting of (i) the Main and Elm restaurant located at 150 Elm Street, Redwood City, CA 94063, (ii) the self-service car wash located at 1385 Main Street, Redwood City, CA 94063, and (iii) the auto detailing shop located at 113 Beech Street, Redwood City, CA 94063 (the “Commercial Tenants” and collectively with the Residential Tenants, the “Relocation Tenants”). The Relocation Costs shall consist of relocation fees and moving costs paid to the Relocation Tenants, replacement housing payments, and advisory services payments paid by the City to the consultant retained by the City in connection with such relocation. The Relocation Costs shall initially be determined based on the estimate in the Relocation Plan prepared on behalf of the City and approved by the City Council relating to the relocation of the Relocation Tenants (the “Initial Estimated Relocation Costs”), and the actual Relocation Costs shall be determined in accordance with Section 3.2 below. iii. Payment by the Developer of the City's consultant and legal costs (collectively "Consulting Costs") associated with the relocation of the Relocation Tenants. The Consulting Costs shall be based on the City's contractual agreement with the relocation consultant and the City's actual legal costs related to the relocation of the Relocation Tenants. iv. The Developer shall be obligated to construct 23 Replacement Housing Units on Parcel F in accordance with the terms of this Agreement and the conditions of approval for the Development. Of the Replacement Housing Units, seven (7) will be affordable to extremely low-income households, fifteen (15) will be affordable to very low-income households and the remaining Replacement Housing Unit may be a market rate unit. Buyer shall, at the Close of Escrow record the Parcel F