010306 RESO Approving AA Mutual Release-Jt Exrow Inst Vinci Invest_

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and the Agency is willing to pay Vinci One Million Twenty -Five Thousand Dollars ($1,025,000) as a full and complete settlement and compromise of Vinci's claim for Extraordinary Expenses and all other disputes and potential claims against the Agency by Vinci. NOW, THEREFORE, in consideration of the covenants and promises herein contained, and other good and valuable consideration, receipt of which is hereby acknowledged, the Agency and Vinci agree as follows: Purchase of Vinci Property. A. Subject to and upon the terms and conditions herein, Vinci hereby agrees to sell to the Agency and the Agency hereby agrees to purchase from Vinci: (i) All of Vinci's right, title and interest in the Erickson Lease; (ii) All of Vinci's right, title and interest in the Improvements; and (iii) All of Vinci's right, title and interest in the Mr. J's Business (including, without limitation, any goodwill associated with Mr. J's and any actual or potential claims by Vinci for relocation benefits pursuant to California Relocation Assistance Law (Government Code Section 7260, et seq.), but excluding any furniture, fixtures and equipment of Mr. J's ( "FF &E ")). The Erickson Lease, the Improvements and the Mr. J's Business are hereinafter collectively referred to as the "Vinci Property." B. Purchase Price. The total purchase price for the Vinci Property shall be Four Million Two Hundred Forty-Seven Thousand Eight Hundred Ninety -Seven Dollars ($4,247,897) (the "Purchase Price "). C. Title Insurance Policy. Upon the Close of Escrow (as hereinafter defined), title to the Erickson Leasehold shall be insured by an ALTA leasehold policy of title insurance (the "Title Policy ") issued by the Title Company with liability in the amount of Seven Hundred Fifty Thousand Dollars ($750,000), insuring title to the Erickson Property to be vested in Erickson, and insuring title to the Leasehold estate to be vested in the Agency, as tenant under the Erickson Lease, subject only to current real estate taxes not delinquent and the exceptions set forth in the title commitment/pro forma title policy attached hereto as Exhibit "B" (the "Proforma Title Policy "). D. Prorations. (i) Rentals and operating expense pass - throughs owing under the Erickson Lease shall be prorated, effective as of 12:01 a.m., on the Closing Date (as hereinafter defined). (ii) Security and other deposits and unused portions of advance rentals, if any, paid by Vinci or any predecessor under the Erickson Lease (as assigned to Vinci) shall be transferred to the Agency without additional consideration by the Agency. -3- 600090435v6 8 -117