Agmt 2003 Bayside Business Center LP

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1. have been authorized, executed, and delivered by Buyer; and 2. are binding obligations of Buyer. C. The parties warrant that the persons executing this Agreement on their behalf are authorized to do so, and on execution of this Agreement, this Agreement shall be valid and enforceable against Buyer or Seller in accordance with this Agreement. Section 10. Brokers and Attorney. Each party warrants and represents to the other that no brokers have been retained or consulted in connection with this transaction. Both parties have had their attorneys review this Agreement. Each party agrees to defend, indemnify, and hold harmless the other party from any claims, expenses, costs, or liabilities arising in connection with a breach of that party's representations, warranties, or covenants under this Agreement. Section 11. Assignment. Buyer shall have the right to assign all rights and liabilities under this Agreement to any party. Section 12. Attorney Fees. If any action, proceeding or arbitration arising out of or relating to this Agreement is commenced by either party, then as between Buyer and Seller, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, that party's reasonable attorney's fees, costs and expenses incurred in the action. Section 13. Notices. Any notice, tender, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if hand delivered or certified mailed to the following persons: If to Buyer: Russell D. Pierce Executive Vice President McMahon Development Group, LLC 380 Stevens Avenue, Suite 313 Solana Beach, CA 92075 If to Seller: John Jermanis City Manager City of San Leandro 835 East 14th Street Purchase and Sale Agreement Between February, 2003 Bayside Business Center and the Page 4 of 7 City of San Leandro 618488