PURCHASE AND SALE AGREEMENT
(Lease of Land and Sale of Improvements)
LEWIS & CLARK COLLEGE
0615 SW Palatine Hill Road
Portland, OR 97219
Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of
Seller's right title and interest in and to the improvements located on the real property commonly
(the "Improvements") on the terms and conditions set forth
in this Purchase and Sale Agreement (the "Agreement") and to lease to Purchaser the land described
in Exhibit A (the "Land") pursuant to a Ground Lease. The Improvements and land are collectively
referred to as the "Property."
PURCHASE AND SALE OF THE IMPROVEMENTS/LEASE OF LAND. Seller
agrees to sell Seller's interest in and to the Improvements to Purchaser and Purchaser agrees to buy
Seller's interest in and to the Improvements from Seller for the price and on the terms and conditions
set forth below. In addition, Seller agrees to lease the Land to Purchaser and Purchaser agrees to
lease the Land from Seller pursuant to the terms and conditions contained in the Seller's standard
College Housing Program Ground Lease ("Ground Lease"). The covenants, conditions and
representations described in the Ground Lease are incorporated in this Agreement by this reference
and shall survive delivery and acceptance of the deed.
Total Purchase Price. Purchaser promises to pay Seller as the total purchase price
for the Improvements the sum of $
Earnest Money Deposit. Upon the execution of this Agreement by Seller and
Purchaser, Purchaser shall pay Seller $
as earnest money deposit ("Earnest Money").
PRECONDITION TO PARTIES OBLIGATION.
Purchaser's Contingency Period. Purchaser shall have until
itself concerning the availability of financing for the acquisition of the Improvements.