20A - AA - PURCHASE AND SALE OF CITY OWNED PROPERTY

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(a) Buyer hereby represents and guarantees that it will complete construction and development of the Propertyfor the Intended Use within twenty -four (24) months following the Close of Escrow, but does not represent nor guarantee the opening or operation thereof. The proposed operation of a dialysis center by DaVita Healthcare Partners, Inc. or an affiliate or subsidiary thereof ( "Tenant') on the Property is critical to the Seller's decision to sell the Property to Buyer. The twenty -four (24) month timeframe shall be tolled by any delays directly attributable to the actions or inactions of the Seller or Tenant, by any natural causes outside the control of either party ( "Force Majeure "), or by mutual agreement of the parties. If Buyer does not comply with this guarantee within the timeframe provided, the Seller may opt to nullify the sale of the Property, at which time the Property shall be returned to the Seller, including any and all improvements to the Property completed by Buyer, in exchange for payment by the Seller to Buyer of eighty percent (80 %) of the Purchase Price. (b) The execution and delivery of the Agreement by Buyer, Buyer's performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Buyer is at present a party or by which Buyer is bound; and (c) No other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. 4. ACKNOWLEDGEMENT OF FULL BENEFITS By execution of this Agreement, Seller hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for damages, interest, loss of goodwill, severance damages, or any other compensation or benefits other than as already expressly provided for in this Agreement, it being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property. REMEDIES If Seller defaults under this Agreement, then Buyer may either: (i) terminate this Agreement by written notice to Seller, whereupon the Escrow Deposit (less the Independent Consideration) shall be immediately returned by the Escrow Holder to Buyer, and this Agreement and the obligations of the parties hereunder shall terminate (other than those obligations that expressly survive a termination of this Agreement); or (ii) bring an action for specific performance of this Agreement. If Buyer defaults under this Agreement, and such default is not cured within thirty (30) days following the date of Seller's written notice of default to Buyer, then Seller may, as Seller's sole and exclusive remedy underthis Agreement by reason of such default, terminate this Agreement by written notice to Buyer, whereupon the obligations of the parties hereunder shall terminate (other than those obligations that expressly survive a termination of this Agreement) and the Escrow Deposit shall be delivered to Seller as full compensation and liquidated damages under and in 7 20A -19