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<br /> <br /> <br />PURCHASE AND SALE AGREEMENT <br /> <br /> <br />This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as <br />of the Effective Date by and between Seller and Buyer. <br />RECITALS <br />A. Seller is the fee owner of that real property which is legally described on Exhibit A <br />attached hereto and made a part hereof (the “Real Property”). The Real Property is unimproved and <br />unoccupied vacant lots. <br />B. Seller has offered to sell to Buyer the Real Property described herein for the price and <br />subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from <br />Seller the Real Property, as more specifically described below. <br />NOW, THEREFORE, in consideration of the mutual covenants and agreements contained <br />herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, Seller and Buyer agree as follows: <br />1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer <br />hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this <br />Agreement. The term Real Property is defined collectively as the followin g: <br />(a) The fee interest in the Real Property to be conveyed by the Deed (defined in <br />Section 8(a) below); <br />(b) All rights, privileges, easements, licenses and interests appurtenant to the Real <br />Property. Such rights shall be deemed to include, without limitation, al l royalties, minerals, oil and <br />gas rights and profits, water and water rights (whether or not appurtenant) owned by Seller; and <br />(c) All personal property, equipment, supplies, and fixtures owned by Seller and <br />located at the Real Property; and <br />(d) All of Seller’s interest under contracts, leases, and other agreements associated <br />with the Real Property, subject to a power of termination as set forth in the Deed. <br />2. Payment of Consideration. As consideration for the sale of the Real Property from <br />Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price of <br />Five-Hundred and Ninety-Eight Thousand Dollars ($598,000) for the Real Property. <br />3. Closing without Escrow. <br />(a) Closing without use of Escrow. At the election of Seller, the parties will effect <br />the conveyance of the Property and payment of the Purchase Price without use of an escrow holder <br />provided that: (i) Seller confirms to Buyer that Seller agrees that the Deed may be recorded among <br />the official records of the County Recorder of the County of Orange after Buyer confirms to Seller <br />that Buyer holds moneys equal to the Purchase Price and will transfer such moneys to City within one <br />(1) business day after the Deed is recorded, and (ii) Seller confirms to Buyer that the Title Company