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- 2 - NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties, City and Purchaser hereby agree as follows: 1. Incorporation of Recitals and Exhibits. The Recitals set forth above and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement as if set forth in full. 2. Purchase and Sale. 2.1 Agreement to Buy and Sell Property. Subject to the terms and conditions set forth herein, City agrees to sell the Property to Purchaser, and Purchaser hereby agrees to acquire the Property from City. 2.2 Purchase Price. The purchase price for the Property to be paid by Purchaser to City (the “Purchase Price”) is One Dollar ($1.00). The Purchase Price shall be paid in cash at the Closing to the City. 2.3 Public Utility Easement. Purchaser agrees to sell and convey to City a public utility easement (the “PUE”) in perpetuity across the entire length of Eden Road in accordance with Section 5 of the Public Improvement Agreement. The PUE shall include an easement for public access. The form of the PUE shall be prepared by Purchaser and shall be reasonably acceptable to City. The Public Improvement Agreement provides that Applicant shall hire a California-licensed land surveyor and shall be responsible for the costs associated with the development and preparation of the plat and legal description for the PUE, and the City shall be responsible for the review and approval of the PUE documents. The plat and legal description for the real property to be subject to the PUE is more particularly described in Exhibit B attached hereto and incorporated herein. 3. Escrow. 3.1 Escrow Account. Purchaser has opened an escrow account (the “Escrow”) maintained by _____________________________ (the “Escrow Holder”). Escrow Holder shall perform all escrow and title services in connection with this Agreement. 3.2 Opening of Escrow. Within five (5) business days after the Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto. The date such fully executed Agreement is received by Escrow Holder will be deemed the “Opening of Escrow,” and Escrow Holder will give written notice to the Parties of such occurrence. 3.3 Satisfaction of Due Diligence Contingency. Purchaser will have ________ (__) days from Opening of Escrow (the “Due Diligence Contingency Period”) to complete physical inspections of the Property and due diligence related to the purchase of the Property. City shall provide to Purchaser copies of all reasonably available and known documents relating to the ownership and use of the Property, including but not limited to plans, permits and