Item 17 - Public Hearing - Purchase and Sale Agreement for 1901 W. Walnut Street

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and lunch tables. An on -site parking lot will be used on weekends as an open-air market area. The micro -farm will host community workshops and events in line with the mission of Buyer. 2. Project Benefits: The operation of a micro -farm on the Property brings positive community benefits to the area that include: 1) making organic produce and other healthy options more available in the local neighborhood, 2) implementing a membership -based model to provide monthly baskets of vegetables, fruit and other garden products to members at a low cost, 3) creating worker cooperative jobs, 4) encouraging participation from local residents which can contribute to the local neighborhood economy, civic engagement, and prevention of costly health conditions including obesity and mental health illnesses. G. Buyer desires to purchase and Seller desires to sell to Buyer the Property, subject to the terms of this Agreement. AGREEMENT NOW THEREFORE, incorporating the foregoing Recitals and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation of Recitals. The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference. 2. Purchase and Sale; Purchase Price. 2.1 Purchase and Sale. Seller shall sell the Property to Buyer and Buyer shall purchase the Property from Seller subject to the terms and conditions set forth in this Agreement. 2.2 Purchase Price. The purchase price of the Property is One Million Thirty Thousand Dollars ($1,030,000), which amount was established as the fair market value. The purchase price is comprised as follows: 2.2.1 Economic Development Subsidy. The Seller has agreed to issue Buyer the Economic Development Subsidy in the amount of One Hundred Seventy -Eight Thousand Dollars ($178,000), pursuant to Paragraph D of the Recitals. This will operate as a credit to Buyer by Seller. 2.2.2 Purchase Price Balance. The balance of the purchase price, less the Initial Deposit and Economic Development Subsidy, in the amount of Eight Hundred Fifty -Two Thousand Dollars ($852,000) shall be paid by Buyer. 3. Escrow. 3.1 Escrow Instructions. Within three (3) business days following the full execution of this Agreement by the Parties, Buyer will open an escrow ("Escrow") with First American Title Insurance Company, 18500 Von Karman, Suite 600, Irvine, CA 92612, Attn: ("Escrow Holder") for the purchase and sale of the Property. The "Opening of Escrow" shall mean the date on which a fully executed copy of this Agreement has been delivered -2-