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GRANTOR: PACIFIC BELL TELEPHONE COMPANY APN: 941.1300.17 AND 941-1300-18 PROJECT: JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT exceptions to title identified in the title report which are acceptable to CITY. In all other respects, the Fee and Easements are being sold, and the TCE is being granted, in their "as -is" "where is" condition, without any representations or warranties by GRANTOR regarding fitness for any particular use, condition, or compliance with laws and regulations The form of the Grant Deeds, the Easement Deeds and the TCE Agreement shall be substantially as set forth in Attachments 2 and 2-1, Attachments 3 and 3-1 and Attachments 4 and 4-1, including their Exhibits A (Legal Description) and B (Plat Map). Additionally, the TCE Agreement shall include the Street Improvement Plan as set forth in Attachment 5. 3. Purchase. A. Consideration. CITY shall pay the sum of Three Hundred Eighty -One and Thousand Seventy -Nine and no/100 Dollars ($381,079.00) to the Escrow Account as consideration for the Fee, Easements and TCE. B. Deductions. CITY may deduct and pay from the consideration any amount necessary to satisfy any liens, bond demands and delinquent taxes due in any year prior to the year in which this escrow closes, but not for any liens, bond demands or delinquent taxes due in the year in which this escrow closes, together with penalties and interest, and/or delinquent and unpaid non -delinquent assessments, which may have become a lien at the close of escrow. CITY will notify GRANTOR of any such deductions prior to payment. C. Current Taxes. Taxes for the tax year in which this escrow closes shall be cleared and paid in the manner required by Revenue and Taxation Code Section 5086 if unpaid at the close of escrow. D. Escrow and Title Charges. CITY agrees to pay all escrow, recording and title insurance charges, if any, incurred in this transaction. E. Clear-'itle. Close of escrow for this transaction is contingent upon the title company receiving deeds of reconveyance from any deed of trust or mortgage holder trustees and beneficiaries. If the Property is secured by a mortgage(s) or deed(s) of trust, GRANTOR is responsible for payment of any demand under authority of said mortgage or deed of trust out of GRANTOR's proceeds. Such amounts may include, but not be limited to, payments of unpaid principal and interest. F. Improvements. The consideration in Section 3.A. includes payment for the following improvements: NIA. G. Cost to Cure Damages. NIA 4. Temporary Construction Easement. GRANTOR hereby grants to CITY a TCE in the form of the TCE Agreement over property described in Attachment 4, Exhibits A and B and Attachment 4-1, Exhibits A and B attached hereto and made a part hereof. The TCE Agreement shall include the Street Improvement Plan described in Attachment 5 attached hereto and made a part hereof. The TCE Agreement shall be recorded at the close of escrow and shall include the following terms and conditions: the CITY's right of ingress to and egress from the covered property and the right at all times to enter and use said real property and every part thereof for all purposes connected with the construction of the proposed public improvement for a period of 12 months. Said period to commence with the first entry on GRANTOR's Property by CITY'S contractor after close of escrow hereunder. At least 48 hours advance written notice will be given before any entry on GRANTOR's Property. The amount set forth in Clause 3 herein includes full payment for the TCE. Page 2 of 7