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<br />1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set <br />forth above and the Exhibits attached to this Agreement are each incorporated into the body of <br />this Agreement as if set forth in full. <br />2. PURCHASE AND SALE. <br />2.1 Agreement to Buy and Sell. Subject to the terms and conditions <br />set forth herein, Seller agrees to sell the Property to City, and City hereby agrees to acquire the <br />Property from Seller. <br />2.2 Purchase Price. The purchase price for the Property to be paid by <br />City to Seller (the “Purchase Price”) shall be two hundred seventy five thousand and four <br />hundred dollars ($275,400.00). The Purchase Price shall be paid in cash at Closing. <br />ESCROW. The Purchase Price shall be paid into an interest-bearing escrow account (the <br />“Escrow”) opened as Escrow # _________ with Chicago Title, 1646 N. California Blvd Suite 106 <br />Walnut Creek, CA 94596; Attention: Laurie Balding-Smith, ESCROW OFFICER (the “Escrow <br />Holder”), with interest accruing to the benefit of City. Escrow Holder shall perform all escrow <br />and title services in connection with this Agreement. Within two (2) business days after the <br />Effective Date, the Parties shall deposit into Escrow the fully executed Agreement, or executed <br />counterparts thereto. The date such fully executed Agreement is received by Escrow Holder <br />shall be deemed the “Opening of Escrow” and Escrow Holder shall advise City and Seller of <br />such date in writing. Notwithstanding the foregoing, City will not be subject to liability for <br />failure to close the Escrow. <br />3. DUE DILIGENCE. <br /> 4.1 Review of Preliminary Documents and Physical Condition. <br /> 4.1.1 Due Diligence. City's obligation to purchase the Property <br />is expressly conditioned on its approval, in its sole discretion, of the condition of the Property <br />and all other matters concerning the Property, including without limitation economic, financial, <br />and accounting matters relating to or affecting the Property or its value, and the physical and <br />environmental condition of the Property. City shall have ninety (90) days from the Effective <br />Date (the “Contingency Date”) to complete physical inspections of the Property and due <br />diligence related to the purchase of the Property. City will have until the Contingency Date to <br />conduct such investigations as City may choose (“Due Diligence”) to determine, in its sole <br />discretion, whether this contingency is met. On or before the Contingency Date, City will <br />deliver written notice to Seller accepting the Property, or terminating this Agreement. If City <br />fails to give such notice on or before the Contingency Date, City will be deemed to have elected <br />to terminate this Agreement. <br /> 4.1.2 Access to Property. As part of its Due Diligence, City may <br />investigate economic, financial, and accounting matters relating to or affecting the Property or its <br />value, and conduct inspections, tests, and studies with respect to the physical and environmental <br />condition of the Property. Seller will permit City and City's consultants, agents, engineers, <br />inspectors, contractors, and employees (“City's Representatives”) to have reasonable access to <br />the Property during regular business hours for the purpose of performing such Due Diligence. <br /> - 2 -