Deed - 1177 & 1199 San Leandro Blvd - File 1177, 1986

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CITY of SAN LEANDRO r C 19 1986 CITY O.FRWS OrFICF ESCROW AGREEMENT THIS AGREEMENT made and entered into effective this day of %`F :- , 1986, by and between LSW Company, a California partnership, whose mailing address is P.O. Box 812, San Leandro, California 94577 (hereinafter "Seller"), Wendy's International, Inc., an Ohio corporation, whose mailing address is 4288 W. Dublin -Granville Road, P.O. Box 256, Dublin, Ohio 43017 (hereinafter "Wendy's"), and the City of San Leandro, a municipal corporation, whose mailing address is 835 East 14th Street, San Leandro, California 94577 (hereinafter "City"). WITNESSETH WHEREAS, Seller and Wendy's have entered into a Real Estate Purchase Contract dated October 17, 1985 (hereinafter the "Purchase Contract") for certain real property (hereinafter "Parcel 1") located in the City of San Leandro, County Alameda and State of California, which Parcel 1 is further described on Exhibit "A", which is attached hereto and made a part hereof; WHEREAS, pursuant to the Purchase Contract, the City undertook the demolition of the improvements located on the real estate, including the removal of the underground gasoline storage tanks and related fixtures and equipment (hereinafter the "tanks") in consideration for Seller dedicating to the City certain real property further described on Exhibit "A" as "Parcel 2" (Parcel 1 and Parcel 2 are hereinafter collectively the "real estate"); WHEREAS, after the tanks were removed it was determined that gasoline or other hydrocarbons (hereinafter collectively "hydrocarbons") had been discharged into the real estate; WHEREAS, Seller retained the assistance of a geotechnical service to determine the nature and extent of hydrocarbon contamination; WHEREAS, Wendy's is not willing to proceed to close the Purchase Contract and to take title to the real estate unless Wendy's and the City are fully indemnified by Seller and held harmless from any and all claims, costs and expenses (as hereinafter defined) arising out of any assessment, decontamination, clean-up or other related work in connection with hydrocarbon contamination originating from the real estate; WHEREAS, the City is not willing to accept the dedication of Parcel 2 for public right-of-way purposes and approve the issuance of certain permits and entitlements unless the City is indemnified by Seller and held harmless from any and all claims, costs and expenses (as hereinafter defined) arising out of any assessment, decontamination, clean-up or other related work in connection with hydrocarbon contamination originating from the real estate; and WHEREAS, Seller has agreed to indemnify Wendy's and the City in accordance with the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of Wendy's proceeding with the closing of the Purchase Contract, the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. At the time of the closing of the Purchase Contract the sum of Fifty Thousand Dollars ($50,000.00) in immediately available federal funds shall be paid from the escrow account of North American Title Company, Inc. to Wendy's. Said sum is hereinafter referred to as the "escrow fund". The escrow fund shall be deposited by Wendy's at a local branch of a federally insured bank or savings and loan in a Fifty Thousand Dollar ($50,000.00) one year