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• <br />EXHIBIT I <br />OPTION AND PURCHASE AGREEMENT <br />THIS PURCHASE AGREEMENT is made as of the &tA day of AUGIJ5 i <br />2007 ("Effective Date"), by and between THE CITY OF CHARLOTTESVILLE, <br />VIRGINIA ("Seller"), and JEFFERSON SCHOOL COMMUNITY <br />PARTNERSHIP, L.L.L.P. ("L.L.L.P.'), a Virginia limited liability limited partnership, <br />and its permitted assigns as set forth herein (the "Purchaser"). <br />WITNESSETH: <br />In consideration of the mutual covenants hereinafter set forth, the parties hereto <br />agree as follows: <br />1. Definitions. The capitalized terms contained in this Agreement shall have <br />the meanings set forth below unless the context otherwise requires: <br />"Agreement" means this Purchase Agreement between Seller and Purchaser. <br />"Closing" means the consummation of the sale of the Property to Purchaser as set <br />forth in Paragraph 5 by delivery of a deed to the property to Purchaser and the payment <br />of the Purchase Price to Seller in accordance with the terms of this Purchase Agreement. <br />is <br />"Effective Date " means the date on which this Agreement, having been executed <br />by Purchaser, is executed by Seller and delivered to Purchaser, which date shall be <br />inserteI in the first paragraph hereof. <br />"Property" means the real property and all improvements located thereon located <br />in the City of Charlottesville, Virginia, known as the Jefferson School site, identified on <br />City Real Property Tax Map 32 as Parcel 89. <br />"L.L.L.P." means Jefferson School Community Partnership, L.L.L.P., a Virginia <br />limited liability limited partnership. <br />"Project" means the rehabilitation of the Property in accordance with the terms of <br />this Agreement. <br />"Purchase Price" shall mean the amount set forth in Paragraph 3 of this <br />Agreement. <br />"Purchaser" means L.L.L.P. <br />"Seller" means the City of Charlottesville, Virginia. <br />"Termination Date" means a date twelve months from the Effective Date. <br />• 2. Option for Sale and Purchase of Property. Seller hereby grants to <br />Purchaser an option to purchase the Property, "AS IS" and "WHERE IS". The Purchaser <br />