Special Project Oversight Committee (SPOC) Report #1

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~ (u) The Seller shall pay to the Buyer the earnest money deposit, plus interest at the rate equal to that which could have been earned on such funds if deposited in the Local Government Investment Pool ("Interest"), together with an amount calculated as follows: (1 - the Applicable Percentage) multiplied by the sum of the amount of funds the Buyer has theretofore paid for engineering, environmental assessment required by National Environment Policy Act, architectural and all other expenses paid by Buyer allocable to the development contemplated by the Development Agreement. 6. Deliveries to Escrow Agents (a) By Seller. On or before the Closing Date, the Seller shall deliver the following in escrow to the Escrow Agents: (i) Deed. A statutory warranty deed, in a form reasonably acceptable to the Buyer, duly executed and acknowledged in recordable form by the Seller, conveying the Property to the Buyer subject only to matters that may be approved by the Buyer pursuant to Paragraph 5(a)(i). (ii) Put Option. A put option agreement, in a legally valid and binding form reasonably acceptable to the Buyer, duly executed and acknowledged by the Seller in favor of the Buyer, under the terms of which Seller agrees to purchase the Property from the Buyer and to pay to Buyer an amount equal to the purchase price paid by the Buyer for the Property. The put option shall be exercisable only in the event that the development contemplated by the parties is abandoned, is not commenced in a timely manner or in the event that the construction of the improvements is commenced but thereafter all work on the site stops for more than 60 consecutive days due to an unscheduled delay or interruption or in the event of the ternunation for any reason of the Development Agreement. Except in the event of the termination of the Development Agreement, the put option shall not be exercisable prior to the expiration of 180 days following the Closing Date. (ui) Nonforeign Certification. The Seller represents and warrants that it is not a"foreign ~~ person as defined in IRC § 1445. The Seller will give an affidavit to the Buyer to this effect in the form required by that statute and related regulations. (b) By Buyer. On or before the Closing Date, the Buyer shall deliver the following in escrow to the Escrow Agents: (i) Purchase Price. The purchase price in accordance with Paragraph 3 above. (u) Prorations. The amount due the Seller, if any, after the prorations are computed in accordance with Pazagraph 9 below. 7. Title Insurance. At closing, the Seller shall provide, at its expense, a standard owner's title insurance policy in the amount of the purchase price specified above, insuring title vested in the Buyer or its nominees, subject only to matters that may be approved by the Buyer pursuant to Paragraph 5(a)(i). 8. Adjustments. The Seller shall pay for the standard coverage title insurance policy, recording charges, and the Seller's share of prorations pursuant to Paragraph 9 below. The Purchase and Sale Agreement Salem Area Mass Transit District/Marion County ~ Page - 5 0128970748