PURCHASE AND SALE AND ASSIGNMENT AGREEMENT [Germania Hall Participation Interest]

Transcription

1 PURCHASE AND SALE AND ASSIGNMENT AGREEMENT [Germania Hall Participation Interest] This Purchase and Sale and Assignment Agreement ( Agreement ) is entered into as of this day of, 201 7, by and between the Successor Agency to the Redevelopment Agency of the City of San Jose ( Seller or Successor Agency ) and Buyer as more particularly identified on the last page of this Agreement. RECITALS A. Pursuant to that certain Owner Participation Agreement ( OPA ) dated June 9, 2000 ( OPA ) by and between the Redevelopment Agency of the City of San Jose ( Agency ) and Germania Verein, a California non-profit corporation ( Developer ), Developer rehabilitated certain real property located at 261 North Second Street in San Jose, California ( Real Property ). B. The OPA provided, among other things, for Developer to rehabilitate certain improvements on the Real Property which were substantially damaged by a fire (the Project ). C. Pursuant to the OPA and in furtherance of the Project, the Agency and the Developer entered into that certain Declaration of Covenants and Restrictions Affecting Real Property dated September 25, 2001 ( CC&Rs ), which was recorded against the Property on October 1, 2001 as Document No in the Official Records of Santa Clara County. A copy of the CC&Rs is attached hereto as Exhibit A. D. Pursuant to Section II (1) of the CC&Rs, the Developer agreed to pay Agency a participation payment ( Revenue Sharing Payment ) equal to the excess over $50,000 ( Base Amount ) of the rent payments received by Developer for the restaurant PSA Germania Hall/ doc 2/27/

2 space constructed in the Project for a period of thirty (30) years from the date of recordation of the CC&Rs. E. On June 28, 2011, the Governor signed into law ABX1 26, which provided for the dissolution and winding down of redevelopment agencies throughout the State of California. AB X1 26 was subsequently amended by Assembly Bill 1484 and Senate Bill 107 (collectively, as amended, Dissolution Legislation ). F. On January 24, 2012, pursuant to the Dissolution Legislation, the City of San Jose elected to be the Successor Agency to the Agency to administer the dissolution and winding down of the Agency. On February 1, 2012, pursuant to the Dissolution Legislation, the Agency was dissolved by operation of law, and, upon dissolution, all assets, properties and contracts of the Agency, including the CC&Rs with the right to receive the Revenue Sharing Payment, were transferred, by operation of law, to the Successor Agency pursuant to the provisions of Health and Safety Code (b). G. Buyer now desires to purchase from Seller, and Seller desires to sell to Buyer, Seller s right to receive the Revenue Sharing Payment pursuant to the CC&Rs, on the terms and conditions contained in this Agreement. For purposes of this Agreement, the term Seller s right to receive the Revenue Sharing Payment pursuant to Section II of the CC&Rs shall be referred to herein as Property. NOW, THEREFORE, for valuable consideration, and subject to all terms and conditions hereof, Buyer and Seller agree as follows: 1. PURCHASE AND SALE. Pursuant to the terms and conditions contained in this Agreement, Seller hereby agrees to sell the Property to Buyer and, Buyer hereby agrees to purchase the Property from Seller. PSA Germania Hall/ doc 2/27/

3 2. PURCHASE PRICE. The purchase price ( Purchase Price ) for the Property shall be Dollars ($ ), payable by Buyer to Seller in cash at the Closing (as defined in Section 3B below). A non-refundable deposit equal to ten percent (10%) of the Purchase Price shall be deposited into escrow by Buyer within five (5) days after execution of this Agreement by Seller and delivery to Buyer ( Deposit ). At the close of escrow, the Deposit shall be applied to the Purchase Price. Notwithstanding the above, if any of the conditions to closing set forth in Section 4 are not satisfied and escrow fails to close as a result thereof, the Deposit shall be fully refundable to Buyer. 3. ESCROW. A. Opening of Escrow. Buyer has opened an escrow at the offices of First American Title Company ( Escrow Holder ) at 1737 North First Street, San Jose, California. Upon mutual execution of this Agreement, Buyer and Seller shall deliver a fully executed copy of this Agreement to Escrow Holder. B. Closing Date. Escrow shall within thirty (30) days after satisfaction of the Condition to Closing set forth in Section 4 B (i). For purposes of this Agreement, the closing date ( Closing Date or Closing ) shall mean the date on which a Memorandum and Assignment (as defined in Section 4 A (i) below) is recorded in the Santa Clara County Recorder s Office. C. Accommodation. Escrow Holder has been requested to record the Memorandum and Assignment as defined in Section 4 (a) (i) below as an accommodation for the benefit of the parties and it is understood that Escrow Holder will act as a courier in requesting the recording of the Memorandum and Assignment without benefit of examination of any documents or title to any property purportedly affected thereby by Escrow Holder; and the parties acknowledge that Escrow Holder derives no direct or indirect benefit from the recording of the Memorandum and Assignment. In consideration of Escrow Holder s requesting the recording of the PSA Germania Hall/ doc 2/27/

4 Memorandum and Assignment hereunder and the delivery of the Notice of Assignment as defined in Section 4 (a) (ii) below (collectively, Transaction Documents ), the parties hereby waive and release Escrow Holder from any and all claims arising out of the Transaction Documents and agree to hold harmless, protect and indemnify Escrow Holder from and against any and all liabilities, losses, damages, expenses and charges, including but not limited to attorney's fees and expenses of litigation, which may be sustained or incurred by Escrow Holder in any way relating to, or arising directly or indirectly out of the accommodation recording requested by the parties hereunder, including any claim arising from or based upon or growing out of Escrow Holder s passive negligence in connection with the Transaction Documents. 4. CONDITIONS TO CLOSING. A. Buyer s Conditions to Closing. Close of Escrow and Buyer s obligation to purchase the Property pursuant to this Agreement are subject to the satisfaction of the following conditions at or prior to Closing: (i) Delivery of Transaction Documents. Seller shall have executed and deposited into Escrow in recordable form, if applicable, the following documents: (a) A Memorandum and Assignment of CC&Rs attached hereto as Exhibit B ( Memorandum and Assignment ). (b) A Notice of Assignment in the form attached hereto as Exhibit C. (ii) No Default. Seller shall not be in material default of Seller s obligations under this Agreement, and all of Seller s representations and warranties contained herein shall be true as of the Close of Escrow. (iii) Estoppel Certificate. Prior to satisfaction of the Seller s Condition to Closing set forth in Section 4 B (i), Seller shall use good faith efforts to PSA Germania Hall/ doc 2/27/

5 obtain an estoppel certificate ( Estoppel ) from the current owner of the Real Property ( Owner ), wherein the Owner certifies substantially the following information: (i) The Owner is the current owner of the Real Property; (ii) The Real Property is subject to the terms of the CC&Rs; (iii) The CC&Rs are in full force and effect and, if applicable, list any amendments; (iv) The Commencement Date of the CC&Rs, (v) That the Owner is not aware of any outstanding defaults under the CC&Rs or any current or future event which would impact the Owner s obligation to make the Revenue Sharing Payment under the CC&Rs, (vi) That the Owner has not prepaid or otherwise paid in advance any portion of the Revenue Sharing Payment, and (vii) That the Owner does not have, nor is the Owner aware of, any claim, offset or deduction from or against the Revenue Sharing Payment. If the conditions to Buyer s obligations set forth above fail to occur at or before the Closing Date through no fault of Buyer, then Buyer may cancel the Escrow, terminate this Agreement, and recover any amounts paid by Buyer to the Escrow Holder toward the Purchase Price. B. Seller s Condition to Closing. Close of Escrow and Seller s obligation to sell the Property to Buyer pursuant to this Agreement, are subject to the satisfaction of the following conditions at or prior to Closing: (i) Authorization to Sell. Prior to the Closing, Seller shall have obtained any and all authorizations and approvals necessary to sell the Property pursuant to the Dissolution Legislation. (ii) No Default. Buyer shall not be in material default of Buyer s obligations under this Agreement, including, but not limited to, Buyer s obligation to deliver the Purchase Price into escrow on or before the Closing Date. If the conditions above have not been satisfied or waived by Seller at or before the Closing Date through no fault of Seller, then Seller may, upon written notice PSA Germania Hall/ doc 2/27/

6 to Buyer, cancel the Escrow, terminate this Agreement, and recover any documents delivered to the Escrow Holder pursuant to this Agreement. 5. REPRESENTATIONS AND WARRANTIES. A. Buyer hereby represents and warrants to Seller that (i) it has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby; (ii) all requisite action (corporate, trust, partnership or otherwise) has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein, and the consummation of the transactions contemplated hereby; and (iii) no consent of any other party is required. B. Except as provided in Section 4 B (i) above, Seller hereby represents and warrants to Buyer that (i) it has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby; (ii) all requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein, and the consummation of the transactions contemplated hereby; and (iii) no consent of any other party is required. C. Seller hereby represents and warrants to Buyer that (i) Seller owns the Property and has not previously transferred the Property or any interest therein; (ii) there are no options to purchase, rights of first refusal or other contracts for sale of the Property or any interest therein; and (iii) there are no liens or other claims against the Property. 6. NO REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5 C ABOVE, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS PSA Germania Hall/ doc 2/27/

7 OR IMPLIED, WITH RESPECT TO THE PROPERTY. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER OR ANY AGENT PURPORTING TO REPRESENT SELLER. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION AND VALUE OF THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS, OTHER THAN SUCH REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, SUBJECT TO SUCH REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER SHALL ASSUME ANY AND ALL RISKS RELATED TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, ANY MATTERS WHICH MAY NOT HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS AND DUE DILIGENCE, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF, OR ARISING OUT OF, THE PROPERTY PSA Germania Hall/ doc 2/27/

8 OR ANY ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXISTING AT OR OCCURRING PRIOR TO CLOSING. IN CONNECTION THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR ; THE COVENANTS SET FORTH IN THIS SECTION SHALL SURVIVE CLOSE OF ESCROW AND DELIVERY OF THE MEMORANDUM AND ASSIGNMENT. 7. CLOSING OF ESCROW. A. Delivery of Documents and Payment. At or prior to Closing, Seller shall deposit into Escrow (i) a Memorandum and Assignment in the form attached hereto as Exhibit B, properly executed and acknowledged by Seller, in favor of Buyer, (ii) a Notice of Assignment in the form attached hereto as Exhibit C, properly executed by Seller; and (iii) if applicable, the Estoppel. At or prior to Closing, Buyer and Seller shall have each deposited into Escrow any supplemental escrow instructions necessary to close this Escrow. Escrow Holder shall deliver to Seller the Purchase Price, when (1) Escrow Holder holds, and is able to record, the Memorandum and Assignment and Escrow Holder holds and is able to deliver the Notice of Assignment and Estoppel, if applicable, to the Developer at the address provided therein, and (3) the conditions specified in Section 4 have been satisfied or waived. B. Recordation and Delivery. At the Closing, Escrow Holder shall (1) forward the Memorandum and Assignment to the recorder for recordation, and (2) PSA Germania Hall/ doc 2/27/

9 deliver the Notice of Assignment and the Estoppel, if applicable,to the Developer, and (3) deliver the Purchase Price to Seller. 8. BROKERS. Seller and Buyer hereby represent to each other that there are no brokers, finders, or other persons entitled to a commission, finder's fee or other payment in connection with this Agreement. Buyer and Seller hereby agree to indemnify, defend, protect, and hold the other harmless from and against any claims, liabilities, or damages for commissions or finder's fees brought by any third party who has dealt or claims to have dealt with the indemnifying party pertaining to the Property. 9. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the applicable laws of the State of California. 10. PRORATION. Buyer and Seller acknowledge that under the CC&Rs, the Revenue Sharing Payments are payable by the Developer in arrears within thirty (30) days following the end of each applicable twelve (12) month lease period. The next payable Revenue Participation Payment shall be prorated upon receipt such that the Seller is entitled to that portion of the Revenue Participation Payment attributable to the period prior to Closing (based on the actual number of days from the commencement of the applicable twelve (12) month lease period to the Close of Escrow) and the Buyer is entitled to that portion attributable to the period after Closing. Within thirty (30) days of receipt by Buyer of the next payable Revenue Participation Payment, if any, Buyer shall calculate the proration described above and shall remit to Seller the prorated amount, together with a statement showing Buyer s calculation of such proration. Buyer s obligation to pay the prorated amount described above to Seller shall survive the Close of Escrow. 11. CLOSING COSTS. Buyer and Seller shall split equally any escrow fees or recording costs incurred in connection with this escrow. PSA Germania Hall/ doc 2/27/

10 12. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by national overnight courier service, sent by facsimile transmission, if also sent by one of the other methods provided in this Section, or sent by registered or certified mail, first class postage prepaid, return receipt requested, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice, (ii) the date of the facsimile transmission, or (iii) three (3) business days after the date of posting with the United States Postal Service at the following addresses: To Buyer: To Seller: With a Copy To: At the Address as set forth on the Signature Page Successor Agency 200 East Santa Clara Street, 13 th Fl Tower San Jose, CA Attention: Managing Director Office of City Attorney 200 East Santa Clara Street, 16 th Fl Tower San Jose, CA Attention: City Attorney To Escrow Holder: First American Title Company 1737 N. First Street, San Jose, California Attention: Linda Tugade Any party to this Agreement may change its address for receipt of notices by giving notice of such change to the other party in the manner set forth in this Section. Neither the rejection of a notice by the addressee or the inability to deliver a notice because of a change of address for which no change of address notice was received, shall affect the date on which such notice is deemed received. PSA Germania Hall/ doc 2/27/

11 13. MISCELLANEOUS. A. Time. Time is of the essence of this Agreement with respect to each and every provision hereof in which time is a factor. B. Entire Agreement. This Agreement, including the Exhibits attached hereto, contains the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes any and all prior agreements and understandings between the parties. No change in, modification of or amendment to this Agreement shall be valid unless set forth in writing and signed by all of the parties subsequent to the execution of this Agreement. C. Further Assurances. Each of the parties agrees that it will without further consideration execute and deliver such other documents and take such other action, whether prior or subsequent to the Closing Date, as may be reasonably requested by the other party to consummate more effectively the purposes or subject matter of this Agreement. D. Successors. Subject to the provisions of this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, executors, representatives, successors and assigns. E. Severability. In the event any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall be effective only to the extent of such determination and shall not prohibit or otherwise render ineffective any other provision of this Agreement. F. Exhibits. References herein to exhibits are to Exhibit A, Exhibit B and Exhibit C attached hereto, which exhibits are hereby incorporated by reference. PSA Germania Hall/ doc 2/27/

12 G. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document. IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the date first written above. SELLER APPROVED AS TO FORM: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JOSE Senior Deputy City Attorney Managing Director BUYER Dated: BUYER S ADDRESS: PSA Germania Hall/ doc 2/27/

13 ACCEPTANCE BY ESCROW HOLDER FIRST AMERICAN TITLE COMPANY By: Name: Title: Escrow Opens:, 2017 PSA Germania Hall/ doc 2/27/

14 EXHIBIT A CC&Rs doc Page 1 of 13 EXHIBIT A

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27 EXHIBIT B FORM OF MEMORANDUM AND ASSIGNMENT When recorded mail to: MEMORANDUM AND ASSIGNMENT OF INTEREST IN DECLARATION OF COVENANTS AND RESTRICTIONS AFFECTING REAL PROPERTY This Memorandum and Assignment of Interest in Declaration of Covenants and Restrictions Affecting Real Property ( Memorandum ) is entered into as of this day of, 2017 ( Effective Date ), by and between the Successor Agency to the Redevelopment Agency of the City of San Jose ( Successor Agency ) and ( Assignee ) with respect to that following: RECITALS A. Pursuant to that certain Owner Participation Agreement ( OPA ) dated June 9, 2000 ( OPA ) by and between the Redevelopment Agency of the City of San Jose ( Agency ) and Germania Verein, a California non-profit corporation ( Developer ), Developer rehabilitated certain real property located at 261 North Second Street in San Jose, California as more particularly described on Exhibit A attached hereto ( Real Property ) doc Page 1 of 4 EXHIBIT B

28 B. The OPA provided, among other things, for Developer to rehabilitate certain improvements on the Real Property which were substantially damaged by a fire (the Project ). C. Pursuant to the OPA and in furtherance of the Project, the Agency and the Developer entered into that certain Declaration of Covenants and Restrictions Affecting Real Property dated September 25, 2001 ( CC&Rs ), which was recorded against the Property on October 1, 2001 as Document No in the Official Records of Santa Clara County. D. Pursuant to Section II (1) of the CC&Rs, the Developer agreed to pay Agency a participation payment ( Revenue Sharing Payment ) equal to the excess over $50,000 ( Base Amount ) of the rent payments received by Developer for the restaurant space constructed in the Project for a period of thirty (30) years from the date of recordation of the CC&Rs. E. On June 28, 2011, the Governor signed into law ABX1 26, which provided for the dissolution and winding down of redevelopment agencies throughout the State of California. AB X1 26 was subsequently amended by Assembly Bill 1484 and Senate Bill 107 (collectively, as amended, Dissolution Legislation ). F. On January 24, 2012, pursuant to the Dissolution Legislation, the City of San Jose elected to be the Successor Agency to the Agency to administer the dissolution and winding down of the Agency. On February 1, 2012, pursuant to the Dissolution Legislation, the Agency was dissolved by operation of law, and, upon dissolution, all assets, properties and contracts of the Agency, including the CC&Rs with the right to receive the Revenue Sharing Payment, were transferred, by operation of law, to the Successor Agency pursuant to the provisions of Health and Safety Code (b) doc Page 2 of 4 EXHIBIT B

29 G. Buyer now desires to purchase from Successor Agency, and Successor Agency desires to sell to Buyer, Successor Agency s right to receive the Revenue Sharing Payment pursuant to Section II of the CC&Rs, on the terms and conditions contained in this Agreement. For purposes of this Agreement, the term Successor Agency s right to receive the Revenue Sharing Payment pursuant to the CC&Rs shall be referred to herein as Property. H. On, 2017, Successor Agency and Transferee entered into a Purchase and Sale and Assignment Agreement, whereby Successor Agency agreed to sell, and Buyer agreed to acquire, Successor Agency s right to receive the Revenue Sharing Payment pursuant to the CC&Rs. NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Successor Agency and Assignee hereby agree as follows: 1. Assignment. As of the Effective Date, Successor Agency hereby assigns, transfers and conveys to Assignee, Successor Agency s right to receive the Revenue Sharing Payment pursuant to the CC&Rs. 2. Acceptance and Assumption. As of the Effective Date, Assignee hereby accepts the assignment of Successor Agency s right to receive the Revenue Sharing Payment pursuant to the CC&Rs. 3. Memorandum. This Memorandum shall provide notice that the Successor Agency has hereby transferred its right to receive the Revenue Sharing Payment pursuant to the CC&Rs and Transferee has accepted such assignment. 4. Miscellaneous. This Memorandum may be executed in counterparts, and all such executed counterparts shall comprise one fully executed original. This Memorandum shall be binding upon and inure to the benefit of the parties hereto and, doc Page 3 of 4 EXHIBIT B

30 their respective legal representatives, successors and assigns; shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be wholly performed within said State; and may not be modified or amended in any manner other than by a written agreement signed by the party to be charged therewith. IN WITNESS HEREOF, the parties have executed this Memorandum on the date set forth above. SUCCESSOR AGENCY APPROVED AS TO FORM: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JOSE Thomas Murtha Senior Deputy City Attorney Richard Keit Managing Director TRANSFEREE, a California By: Its: By: Its: doc Page 4 of 4 EXHIBIT B

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33 EXHIBIT C NOTICE OF ASSIGNMENT [Closing Date] VIA AND U. S. MAIL Germania Verein Attn: Re: Declaration of Covenants and Restrictions Affecting Real Property dated September 25, 2001 and recorded on October 1, 2001 as Document No in the Official Records of Santa Clara County ( CC&Rs ). To Whom it May Concern: Please be advised that effective as of the date set forth above, the Successor Agency to the Redevelopment Agency of the City of San Jose ( Successor Agency ) assigned its right to receive the Revenue Sharing Payment pursuant to Section II of the CC&Rs referenced above to, a Cal ifornia ( Transferee ). A copy of the recorded Memorandum and Assignment of Interest in Declaration of Covenants and Restrictions Affecting Real Property is attached hereto for your convenience. Pursuant to the Purchase and Sale and Assignment Agreement between the Successor Agency and the Transferee, the next installment of Revenue Sharing Payment payable under the CC&Rs shall be payable to Transferee and shall be sent to the following address: [Name of Transferee] Please feel free to call me at (408) if you have any questions. Richard Keit Managing Director doc Page 1 of 1 EXHIBIT C

34 doc Page 2 of 1 EXHIBIT C