8N Consent 2008 0902 - Laserfiche WebLink

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DRAFT 8/20/08 NOW, THEREFORE, for good and valuable consideration; the receipt aiid sufficiency I_ of which are hereby acknowledged, the Parties agree as follows. Section 1. Agreement to Sell and Purchase. Property Owner agrees to sell and Agency agrees to purchase the Property subject to the terms and conditions of this Agreement. Section 2. Purchase Price. In exchange for the conveyance of the Property to Agency, Agency agrees to convey fee title to the Office Condominium to Lessor; provided however, if Agency is unable to convey title to the Office Condominium to Lessor for any reason, including without limitation, Agency's failure to construct the Garage, then on the Closing Date, Agency shall pay to Lessor the sum of Seven Hundred Thousand Dollars ($700,000) as payment in full for the purchase price of the Property, compensation to Lessor for the loss of the improvements on the Property, and settlement in full for all claims, known or unknown, that Lessor may have with respect to Agency's failure to deliver the Office Condominium to Lessor. Section 3. Conveyance of Title. Unless pursuant to Section 2, Property Owner will be receiving a cash payment for the Property, Property Owner shall convey the Property to the Agency in a simultaneous escrow with the Property Owner's purchase of the Office Condominium. At the close of escrow, Property Owner shall convey, by grant deed to Agency, marketable fee simple title to the Property, free and clear of all recorded and unrecorded liens, encumbrances, assessments, leases and taxes except: A. Taxes for the fiscal year in which the escrow for this transaction closes, which shall be prorated at of the close of escrow and handled in accordance with Section 4986 of the California Revenue and Taxation Code; and B. Such other conditions, liens, encumbrances, restrictions and exceptions as have been approved by Agency pursuant to Section 4.5 of the Lease or which are otherwise approved in writing by Agency (collectively, the "Permitted Exceptions"). Section 4. Escrow; Escrow Instructions. Within fen (10) business days following the Effective Date, the Parties shall open an escrow to consummate the purchase and sale of the Property and the Office Condominium pursuant to this Agreement at the office of Placer Title, 433 Estudillo Avenue, Suite 107, San Leandro, CA 94577 ("Title Company" or "Escrow Agent"). Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which shall serve as the joint escrow instructions of Agency and Property Owner for this transaction, together with such additional instructions as may be executed by the Parties and delivered to the Escrow Agent. Section 5. Purchase Price Deposit. Prior to the close of escrow, Agency shall deposit into escrow a grant deed conveying title to the Office Condominium to Property Owner. Alternatively, if Property Owner will be receiving a cash payment pursuant to Section 2, Agency shall deposit such sum into escrow. 839228-6 2 PURCHASE AND SALE AGREEMENT 262 DAVIS STREET