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b. As part of this ASA, City has agreed to sell to Tenant, the Surplus Property, ("Surplus Property") identified in the Exhibit "A" and "B" of this Agreement for THREE HUNDRED THOUSAND FORTY NINE FOUR HUNDRED EIGHTY TWO AND NOA00 DOLLARS ($349,482.00). C. Tenant hereby expressly acknowledges and agrees that it shall acquire the Surplus Property "AS IS" and "WHERE IS," and "WITH ALL FAULTS". Tenant shall acquire the Property after such inspection, analysis, examination and investigation as it cares to make and expressly without City's covenant, warranty or representation, whether express or implied, statutory or otherwise, as to physical condition, environmental conditions, zoning or other regulation, compliance with law, suitability for particular purposes, or any other matter whatsoever. Tenant expressly acknowledges that it shall have been afforded ample opportunity to inspect, analyze and investigate all aspects of the Surplus Property and conditions relevant thereto and the business conducted thereon, and Tenant shall rely on Tenant's own investigation and inspection, and all matters relating thereto and agrees that City has and shall have no liability or obligation whatsoever. Tenant acknowledges that city is not making any representations as to the future granting of any city approvals, if any, required for the development of the Surplus Property. Tenant hereby expressly acknowledges that, notwithstanding anything to the contrary contained in this Agreement or elsewhere, City has not made and shall not be deemed to have made any representations or warranties whatsoever regarding the Surplus Property or otherwise, and there shall be no obligations of City that shall survive the Closing. Tenant hereby assumes all risks in connection with (lie Surplus Property and the matters referred to in this Section. cl. City agrees to convey said Surplus Property to Tenant, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) clays from and after the date on which the City has approved this ASA. e. The Parties agree to open an escrow for the purchase and sale of said Surplus Property in accordance with the terms and conditions of this Agreement (the "Escrow") at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the "Escrow Agent") within five (5) days from and after the date on which the City has signed this Agreement. This Agreement constitutes the joint escrow instructions between the Parties' and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 30 days of the City's execution of this Agreement. The Parties' agree to execute such escrow instructions as the Escrow Agent shall reasonably require in connection with the opening and administration of the Escrow, provided that all such escrow instructions shall be consistent with the terms of this Agreement and any modifications to this Agreement mutually agreed upon by Tenant and City. The Parties agree to split escrow fees 50 percent each. City agrees to pay cost of any transfer taxes, recording fees, cost of title insurance, document preparation f=ees, incidental to the conveying of said real property to City. All Inclusive Settlement Agreement Page 2 of 9