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H. The future conveyance of the Property from the Agency to a third party will be done in conjunction with the one Agency-owned adjacent parcel at 1595 Washington Avenue, and may require demolition of existing structure(s). In recognition of this fact, City agrees to accept as payment a per square foot value for the Property as part of the larger two-parcel transaction, a value which may reflect demolition costs for structures on the Property to be directly paid by the Agency or assumed by the third party buyer. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Conveyance and Acquisition. City shall convey the Property to Agency and Agency shall accept the conveyance of the Property from City on all of the terms, covenants and conditions provided herein by a Grant Deed in the form attached hereto as Attachment "B". City shall convey the Property to Agency without the payment of monies from Agency to City prior to or at the time of such conveyance. 2. Payment of Proceeds from Subsequent Disposition. If and when Agency disposes of the Property to another party, a portion of the funds Agency derives from such disposition shall be paid to City under terms described in Section H and Section 4. Agency agrees that, unless a longer period is required by law, it shall deliver such funds to City within thirty (30) days of its receipt of same. The obligations of this Section 2 shall be the only payment obligations from Agency to City in connection with the conveyance and acquisition provided for in Section 1. 3. Recording. Following the delivery of the Grant Deed from City to Agency, Agency shall cause the Grant Deed to be recorded in the official records of Alameda County, California. 4. Costs. Each party shall pay half of any conveyance and transfer taxes, recording fees, and miscellaneous fees associated with the transfer of the Property. The total amount of the City's share will be deducted from payment to the City as per Section 2. 5. Possession. City shall deliver possession of the Property to Agency upon delivery of the Grant Deed. 6. Disclaimer of Representations and Warranties. City and Agency agree that (i) except as specified in this Agreement, neither City nor any agent or representative of City has made any representations orwarranties regarding the Property, including without limitation any representations orwarranties concerning the Property's physical condition, access, zoning laws, environmental matters, utilities, physical equipment or fixtures on the Property, or any other matter affecting the Property or the use of the Property; and (ii) except for any representations and warranties in this Agreement, Agency has not relied and will not rely on any implied warranties, guaranties, statements, representations, or information about the Property, whether made by City or any agents or representatives of City-Agency Agreement 268 Parrot Street