Special Project Oversight Committee (SPOC) Report #1

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Application OR-03-0051-01 ("Grant"). The purchase price and appraised value shall be subject to the prior approval of FTA. 3. Payment of Purchase Price. The purchase price shall be payable as follows: (a) Deposit. The Buyer hereby pays to Seller, as earnest money deposit, the sum of One Million Dollars (~1,000,000.00). Seller may commingle the deposit with its funds, and shall not be required to hold the deposit in trust. At Closing, this deposit shall be credited toward payment of the purchase price. (b) Credit for Soft Costs. The Buyer shall be entitled to a credit against the balance of the purchase price equal to an amount equal to calculated as follows: (1 - the Applicable Percentage) multiplied by the sum of the amount of funds the Buyer has theretofore paid for engineering, architectural and all other expenses paid by Buyer allocable to the development contemplated by the Development Agreement. (c) Cash Balance. On or before the closing date, the Buyer shall deposit into escrow the cash, a wire transfer of funds, a certified check, or a cashier's check, in the amount of the balance of the purchase price. 4. Escrow (a) Place of Closing. This transaction shall be closed at the offices of , or such other place as mutually agreed upon by the parties. This transaction shall be closed by legal counsel for the parties as escrow agents ("Escrow Agents"), acting according to the parties' instructions . ~ (b) Closing Date. This transaction shall close on or before the business day next following the expiration of 120 days after the date of this Agreement, or such other date as the parties may mutually agree (the "Closing Date"), or as soon thereafter as conditions have been satisfied and closing documents can be prepared. In the event that closing does not occur by the business day next following the expiration of 180 days after the date of this Agreement, then either party may at its election at any time thereafter ternunate this Agreement by giving written notice of ternunation to the other party, with the same effect as provided in Paragraph 5(c) below. 5. Conditions to Closing (a) Conditions Precedent to Buyer's Obligations. The close of escrow and the Buyer's obligations with respect to the transaction contemplated by this Agreement are subject to the satisfaction, not later than the Closing Date (unless otherwise provided), of the following conditions, and the parties have the following obligations with respect to such conditions: (i) Tide. Within 30 days of the Seller's acquisition of title to all of the real property and improvements within the Senator Block, the Seller, at the Seller's cost and expense, shall cause the Title Company to issue to the Buyer its preliminary tide report on the Property (the "Preliminary Commitment"), along with copies of all documents that give rise to exceptions listed in the report (the "Underlying Documents"). Within 30 days of receiving the Preliminary Commitment and the Underlying Documents, the Buyer shall give the Seller wntten notice setting forth the exceptions that are not acceptable to the Buyer (the "Unacceptable Exceptions"). All other exceptions shall be deemed acceptable to the Buyer. The Seller shall have 10 days after receiving the Buyer's notice Auchase and Sale Agreement Salem Area Mass Transit District/Marion County ~ Page - 2 0128970748