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1. Property Transfer. Upon the satisfaction or waiver of all of the conditions <br /> precedent to the Closing set forth in Section 7 below, as of Closing, the County shall convey its <br /> rights to the Property to City(the "Transfer")via a quitclaim deed as set forth in Exhibit E. <br /> 1.1 Property shall include all of the following: <br /> 1.1.1 Land. The real property described in Exhibit A hereto, including <br /> land, structures, and vertical assets located on or under the real property. <br /> 1.1.2 Appurtenances. All rights, privileges and easements currently held <br /> by the County which are appurtenant to the Property, including, without limitation, all water, <br /> water rights and water stock relating to the Property and any other easements, rights-of-way or <br /> appurtenances used in connection with the beneficial use and enjoyment of the County Property, <br /> except that the County will reserve for itself an access easement(s) running north and south along <br /> the length of the Law Library and include a pathway of travel to connect adjacent County <br /> properties as depicted in Exhibit B. The access easement will be legally described and granted <br /> after the City has completed their construction design and County reviews and approves said <br /> design and legal description. <br /> 2. Project Execution. Subsequent to Closing, the City shall complete the Project, <br /> including environmental project approvals, secure all necessary funding, complete design of final <br /> construction documents, advertise the project for construction, and construction. <br /> 2.1 Law Library Access. To the extent construction activities require closure <br /> or reduction of current access points due to an emergency or because no other reasonable <br /> alternative measures can be taken to keep access to the Library available, the Parties shall confer <br /> on reasonable alternative access. Exhibit C, attached hereto, identifies the initial proposed Scope <br /> of Work as it relates to the Law Library and access thereto. The final scope of work shall be <br /> mutually agreed upon by the Parties. <br /> 2.2 Cost for Law Library Access. To the extent that the cost of providing the <br /> Law Library access Scope of Work items and related design changes for features outside of the <br /> Property exceeds the available OCCCA funding of$500,000, the City will fund any additional <br /> costs to complete the proposed work items listed in Exhibit C. <br /> 3. Payment of Purchase Price. City agrees to pay the County, and the County agrees <br /> to accept from City, as and for the full purchase price for the Property the total sum of One <br /> Dollar($1.00) ("Purchase Price"). <br /> 4. Title and Closing. <br /> 4.1 Transfer. The Transfer shall be performed by the Parties, subject to the <br /> requirements set forth below. <br /> 4.2 Title Company. A Title policy issued for the benefit of the City with <br /> respect to the Property, in connection with the Transfer shall be issued by Chicago Title <br /> Company(the "Title Company"). <br /> 2 <br /> Project Name:County of Orange/Santa Ana Plaza of the Fountains Property Transfer <br />