2010/08/04 Council Agenda Packet

DRA4;.1„ DRAFT 4) The City Parking Easement must provide that the owner of the Property at its sole cost shall maintain the Project Garage to the standards required by the Marriott Franchise Agreement (as defined in the Project Construction Covenant) and in compliance with applicable laws. 5) The City Parking Easement must be perpetual. However, the City Parking Easement will contain a provision that allows the Purchaser or its successor in interest to terminate the City Parking Easement in the event that Purchaser or its successor in interest demolishes the Project Garage. In event that such termination occurs, Purchaser or its successor in interest must deliver for recording an easement substantially the same as the City Parking Easement for forty eight(48) undesignated parking spaces in the new development on the Property. In lieu of such replacement easement, the City may elect to sell or Purchaser or its successor in interest may elect to buy the City Parking Easement at a price equal to the value of the City Parking Easement as appraised at the time of termination, but in no event will such purchase price be less than one million six hundred thousand dollars ($1,600,000). 6) The City Parking Easement must provide that the Project Garage will be managed by Purchaser, its successor in interest, or their respective management agent. Such managing party shall have the right to require the use of parking stickers and/or electronic pass cards for access to the Project Garage, all at no charge to Seller or City Parkers, 7) The City Parking Easement must contain a provision that requires that the owner of the Property cooperate with the Seller in the execution and recording of an amendment to the City Parking Easement after the completion of the Project Garage so that the City Parking Easement accurately reflects the as-built Project Garage. b. Relationshi• of Cit Parkin. Easement Purchase Mone Promisso Note Pure ase Mone Deed of Trust and Purchase Mone Guarantees. The City Parking Easement, the Purchase Money Promissory Note, the Purchase Money Deed of Trust, and the Purchase Money Guarantees shall include the following: 1) The Seller must have a right to require the Purchaser to pay to Seller on demand the entire amount of Purchase Money Promissory Note in the event that the Project Garage is not fully usable by City Parkers in accordance with the City Parking Easement by the Project Completion Date (as defined in the Project Construction Covenant). ff the Seller exercises this right and the Purchaser so pays the entire amount of Purchase Money Promissory Note, then the City Parking Easement, the Purchase Money Deed of Trust, and all Purchase Money Guarantees are terminated upon such payment. 4 DRAFT DRAFT