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(d) �Iosinq Costs. Buyer will pay all escrow fees (including the
<br /> costs of preparing documents and instruments), and recording fees. Buyer,will pay title
<br /> insurance and title report costs and Agency and City will pay all governmental conveyance fees
<br /> and all City and County transfer taxes. All other costs and fees shall be paid in accordance with
<br /> custom and practice in Alameda County.
<br /> (e) Pro-Rations. At the close of escrow, the Escrow Agent
<br /> shall make the following prorations: (i) property taxes will be prorated as of the Close of Escrow
<br /> based upon the most recent tax bill available, including any property taxes which may be
<br /> assessed after the close of escrow but which pertain to the period prior to the transfer of title to
<br /> the Property to Buyer, regardless of when or to whom notice thereof is delivered and (ii) any
<br /> bond or assessment that constitutes a lien on the Property at the Close of Escrow will be the
<br /> responsibility of Buyer; provided, however, that all payments for all bonds and assessments that
<br /> are due prior to the Close of Escrow shall be paid exclusively by Seller.
<br /> 6. REPRESENTAT IONS WARRANTIES AND COVEENANTS.
<br /> 6.1 Seller's_Representations Warranties and Covenants. In addition
<br /> to the representations, warrantiesandcovenants of Seller-contained in other sections of this
<br /> Agreement, Seller hereby represents, warrants and covenants to Buyer that the statements
<br /> below in this Section 6.1 are each true and correct as of the Closing Date provided however, if
<br /> to Seller's actual knowledge any such statement becomes untrue prior to Closing, Seller will
<br /> notify Buyer in writing and Buyer will have sixty (60) days thereafter to determine if Buyer
<br /> wishes to proceed with Closing. If Buyer determines it does not wish to proceed, then the terms
<br /> of Section 6.2 will apply.
<br /> (a) Authority. Seller is a public agency, lawfully formed, in
<br /> existence and in good standing under the laws of the State of California. Seller has the full right,
<br /> capacity, power and authority to enter into and carry out the terms of this Agreement. This
<br /> Agreement has been duly executed by Seller, and upon delivery to and execution by Buyer is a
<br /> valid and binding agreement of Seller.
<br /> (b) Encumbrances. Seller has not alienated, encumbered,
<br /> transferred, mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or
<br /> any portion thereof, nor entered into any Agreement to do so, and there are no liens,
<br /> encumbrances, mortgages, covenants, conditions, reservations, restrictions, easements or
<br /> other matters affecting the Property, except as disclosed in the Preliminary Report. Seller will
<br /> not, directly or indirectly, alienate, encumber, transfer, mortgage, assign, pledge, or otherwise
<br /> convey its interest prior to the Close of Escrow, as long as this Agreement is in force.
<br /> (c) There are no agreements affecting the Property except
<br /> those which have been disclosed by Seller. There are no agreements which will be binding on
<br /> the Buyer or the Property after the Close of Escrow, except (i) those which can be terminated on
<br /> thirty (30) days prior written notice, and (ii) the Reciprocal Easement Agreement.
<br /> The truth and accuracy of each of the representations and warranties, and the
<br /> performance of all covenants of Seller contained in this Agreement are conditions precedent to
<br /> Buyer's obligation to proceed with the Closing hereunder. The foregoing representations and
<br /> warranties shall survive the expiration, termination, or close of escrow of this Agreement and
<br /> shall not be deemed merged into the deed upon closing.
<br /> 2870353,2
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