Agenda - Council - 11/21/2006 - Special

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subtenants the right to construct, maintain, repair, replace and operate a cellular telephone antenna on a portion of ParcelL The Development Agreement will obligate the City to terminate the APT Lease as a part of the eminent domain proceedings or otherwise. The City will, for its own benefit, attempt to relocate APT's cellular antennas currently located on Parcel I to City property, and the City agrees that the City will be solely responsible for the payment of any amounts paid to APT or its subtenants or awarded to APT or its subtenants in the eminent domain proceedings or otherwise as compensation for the termination of the APT Lease and any subleasesubleases and the relocation of APT's or the subtenant'ssubtenants' improvements to another site; provided, hO\v8v8r, the foregoing provision is not intended to obligate the City to pay any amounts paid to the owner of Parcel I and/or to ..'\PT or awarded to the owner of Parcel I and/or to ..\PT in the condemnation proceedings vlhich amounts represent compensation for the fair market value of ParcelL 5.3 Convevance of the Development Property to Muir. The Development f.l.grecment "vill obligate the City to convey the Parcels the City has acquired to Muir and obligate Muir to acquire the Po:rcels the City has acquired on or before July 15,2007. and Payment of the Purchase Price. Contemnoraneouslv with the execution of the Develonment A2"reement. the City and Muir will execute a Purchase A2"reement that obli2"ates the City to convey marketable title to the Parcels to Muir. subject only to certain nermitted encumbrances that are a2"reed unon and snecificallv identified in the Purchase A2"reement. and that obli2"ates Muir to Day the City a nurchase nrice for the Parcels of $21,434,000, [Discuss 1 on July 1. 2007 (the Date of Closin2"). Muir's obli2"ation to Day the nurchase nrice to the City on the Date of Closin2" will be contin2"ent only un on the City's ability to convey marketable title to the Parcels. subject only to the nermitted encumbrances. to Muir on the Date of Closin2" and the City's comnletion of the obli2"ations described in Section 5.4 below. on or before the Date of Closin2". 5.4 Muir's Obli?:ation to Reimburse the City for all of the City's Costs of l\cquisition. The Development ..^...greement vlill obligate Muir to pay to the City, contemporaneously \'lith the City's conveyance of all or any portion of the Development Property to Muir, an amount equal to the City's cost of acquiring the portion of the Development Property being conveyed to Muir (Exclusive of any amounts the City is obligated to pay under Section 5 .2 above). For purposes of this Section 5.1, the City's costs of acquisition 'sill include all compensation paid to the owner for the property, whether in eminent domain proceedings or for a conveyance in lieu of eminent domain; all sta:tutory required relocation expenses the City has paid or is obliga:ted to pay to the o\vners of Parcels and to any tenants with leasehold interests in the Parcels (Exclusive of any amounts the City is obligated to pay under Section 5.2 aboye); and all costs of acquisition 1966223vRed; 1966223v1 to 1919544v4; 11/16/06 3