San Leandro City Council
March 21, 2022

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INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 3/8/2022 9:08 AM OFA-20.20, Revised 10-22-2020 Page 1 of 11
Dated:

1. Buyer.

1.1 City of San Leandro, or Assignee , ("Buyer") hereby offersto purchase the real property, hereinaŌer described, from the owner thereof ("Seller") (collecƟvely, the "ParƟes" or individually, a "Party"), through an escrow ("Escrow") to close 30 or 60 days aŌer the waiver or saƟsfacƟon of the Buyer's ConƟngencies, ("Expected Closing Date") to be held by Fidelity National Title ("Escrow Holder") whose address is 100 Pine Street, Suite 2460, San Francisco, CA 94605 Attn: Kellie Thompson, VP Commercial Escrow Officer, [email protected] , Phone No. 415-276-0225 , Facsimile No. 415-680-2331 upon the terms and condiƟons set forth in this agreement ("Agreement"). Buyer shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obligaƟons herein unless Seller expressly releases Buyer.

1.2 The term "Date of Agreement" as used herein shall be the date when by execuƟon and delivery (as defined in paragraph 20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in wriƟng whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both ParƟes.

2. Property.

2.1 The real property ("Property") that is the subject of this offer consists of (insert a brief physical descripƟon) The Property consists of the fee simple interest in that certain real property (including, without limitation to the improvements thereon consisting of a Hotel/ Motel with +/- 16,930 s.f. of building, on a lot of +/- 30,000 s.f and Seller's interests as a Landlord and Operator in any leases for the Property and Hotel/Motel Operations. islocated in the County of Alameda , is commonly known as (street address, city, state, zip) 555 Lewelling Blvd., San Leandro, CA 94579, and is legally described as: (APN:
412-1-4-1 ).

2.2 If the legal descripƟon of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal descripƟon shall be completed or corrected to meet the requirements of N/A ("Title Company"), which shall issue the Ɵtle policy hereinaŌer described.

2.3 The Property includes, at no addiƟonal cost to Buyer, the permanent improvementsthereon, including those items which pursuant to applicable law are a part of the property, as well as the following items, if any, owned by Seller and at present located on the Property: electrical distribuƟon systems(power panel, bus ducƟng, conduits, disconnects, lighƟng fixtures); telephone distribuƟon systems(lines, jacks and connecƟons only);space heaters; heaƟng, venƟlaƟng, air condiƟoning equipment ("HVAC"); air lines; fire sprinkler systems;security and fire detecƟon systems; carpets; window coverings; wall coverings; and all of Seller’s furniture, fixtures and equipment located on the Property, as described in the Inventory of Furniture, Fixtures and Equipment attached to this Agreement (see exhibitinventory "Furniture, Fixtures and Equipment") (collecƟvely, the "Improvements").

2.4 The fire sprinkler monitor: is owned by Seller and included in the Purchase Price, is leased by Seller, and Buyer will need to negoƟate a new lease with the fire monitoring company, ownership will be determined during Escrow, or there is no fire sprinkler monitor.

2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and all of which shall be removed by Seller prior to Closing.

3. Purchase Price.

3.1 The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be $6,150,000.00 , payable as follows:
$184,500.00

STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS

FOR PURCHASE OF REAL ESTATE
(Non-ResidenƟal)
(Strike any not applicable)
(a) Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash transacƟon, the Purchase Price):
(b) Amount of "New Loan" as defined in paragraph 5.1, if any:
(c) Buyer shall take Ɵtle to the Property subject to and/or assume the following exisƟng deed(s) of trust ("ExisƟng Deed(s) of Trust")securing the exisƟng promissory note(s) ("ExisƟng Note(s)"):
(i) An ExisƟng Note ("First Note") with an unpaid principal balance as of the Closing of approximately:

Said First Note is payable at per month, including interest at the rate of % per annum unƟl paid (and/or the enƟre unpaid balance is due on ). (ii) An ExisƟng Note ("Second Note") with an unpaid principal balance as of the Closing of approximately:

Said Second Note is payable at per month, including interest at the rate of % per annum unƟl paid (and/or the enƟre unpaid balance is due on ). ________ ________
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(d) Buyer shall give Seller a deed of trust ("Purchase Money Deed of Trust") on the property, to secure the promissory note of Buyer to Seller described in paragraph 6 ("Purchase Money Note") in the amount of:
$6,150,000.00
Total Purchase Price:

3.2 If Buyer is taking Ɵtle to the Property subject to, or assuming, an ExisƟng Deed of Trust and such deed of trust permits the beneficiary to demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a condiƟon to the transfer of the Property, Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable ExisƟng Note.

4. Deposits.

4.1 Buyer has delivered to Broker a check in the sum of $184,500.00 , payable to Escrow Holder, to be delivered by Broker to Escrow Holder within 2 or 7(seven) business days aŌer both ParƟes have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or within 2 or business days aŌer both ParƟes have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of $184,500.00 . If said check is not received by Escrow Holder within said Ɵme period then Seller may elect to unilaterally terminate thistransacƟon by giving wriƩen noƟce of such elecƟon to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter into an agreement for purchase and sale, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer.

4.2 AddiƟonal deposits:
(a) Within 5 business days aŌer the Date of Agreement, Buyer shall deposit with Escrow Holder the addiƟonal sum of N/A to be applied to the Purchase Price at the Closing.
(b) Within 5 business days aŌer the conƟngencies discussed in paragraph 9.1 (a) through (m) are approved or waived, Buyer shall deposit with Escrow Holder the addiƟonal sum of N/A to be applied to the Purchase Price at the Closing. (c) If an AddiƟonal Deposit is not received by Escrow Holder within the Ɵme period provided then Seller may noƟfy Buyer, Escrow Holder, and Brokers, in wriƟng that, unlessthe AddiƟonal Deposit is received by Escrow Holder within 2 business days following said noƟce, the Escrow shall be deemed terminated without further noƟce or instrucƟons.

4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collecƟvely the "Deposit"), in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the Ɵming requirements of this transacƟon. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that there may be penalƟes or interest forfeitures if the applicable instrument isredeemed prior to its specified maturity. Buyer's Federal Tax IdenƟficaƟon Number is . NOTE: Such interest bearing account cannot be opened unƟl Buyer's Federal Tax IdenƟficaƟon Number is provided.

4.4 Notwithstanding the foregoing, within 5 days aŌer Escrow Holder receives the monies described in paragraph 4.1 above, Escrow Holder shall release $100 of said moniesto Seller as and for independent consideraƟon for Seller's' execuƟon of this Agreement and the granƟng of the conƟngency period to Buyer as herein provided. Such independent consideraƟon is non-refundable to Buyer butshall be credited to the Purchase Price in the event that the purchase of the Property is completed.

4.5 Upon waiver of all of Buyer's conƟngenciesthe Depositshall become non-refundable but applicable to the Purchase Price except in the event of a Seller breach, or in the event that the Escrow is terminated pursuant to the provisions of Paragraph 9.1(n) (DestrucƟon, Damage or Loss) or 9.1(o) (Material Change).

5. Financing ConƟngency. (Strike if not applicable)

5.1 This offeris conƟngent upon Buyer obtaining from an insurance company, financial insƟtuƟon or other lender, a commitment to lend to Buyer a sum equal to at least % of the Purchase Price, on terms acceptable to Buyer. Such loan ("New Loan") shall be secured by a first deed of trust or mortgage on the Property. If this Agreement provides for Seller to carry back junior financing, then Seller shall have the right to approve the terms of the New Loan. Seller shall have 7 daysfollowing receipt of the commitmentseƫng forth the proposed terms of the New Loan to approve or disapprove ofsuch proposed terms. If Seller failsto noƟfy Escrow Holder, in wriƟng, of the disapproval within said 7 days it shall be conclusively presumed that Seller has approved the terms of the New Loan.

5.2 If Buyer shall fail to noƟfy its Broker, Escrow Holder and Seller, in wriƟng within by July 30, 2022 days following the Date of Agreement,that the New Loan has not been obtained, itshall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan conƟngency.

5.3 If Buyer shall noƟfy its Broker, Escrow Holder and Seller, in wriƟng, within the Ɵme specified in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreementshall be terminated, and Buyer shall be enƟtled to the prompt return of the Deposit, plus any interest earned thereon, less only Escrow Holder and Title Company cancellaƟon fees and costs, which Buyer shall pay.

6. Seller Financing. (Purchase Money Note). (Strike if not applicable)

6.1 If Seller approves Buyer's financials(see paragraph 6.5) the Purchase Money Note shall provide for interest on unpaid principal at the rate of % per annum, with principal and interest paid as follows: . The Purchase Money Note and Purchase Money Deed of Trustshall be on the current forms commonly used by Escrow Holder, and be junior and subordinate only to the ExisƟng Note(s) and/or the New Loan expressly called for by this Agreement.

6.2 The Purchase Money Note and/or the Purchase Money Deed of Trust shall contain provisions regarding the following (see also paragraph 10.3 (b)):
(a) Prepayment. Principal may be prepaid in whole or in part at any Ɵme without penalty, at the opƟon of the Buyer. (b) Late Charge. A late charge of 6% shall be payable with respect to any payment of principal, interest, or other charges, not made within 10 days aŌer it is due.
(c) Due On Sale. In the event the Buyer sells or transfers Ɵtle to the Property or any porƟon thereof, then the Seller may, at Seller's opƟon, require the enƟre unpaid balance of said Note to be paid in full.

6.3 If the Purchase Money Deed of Trust is to be subordinate to other financing, Escrow Holder shall, at Buyer's expense prepare and record on Seller's behalf a request for noƟce of default and/or sale with regard to each mortgage or deed of trust to which it will be subordinate.

6.4 WARNING: CALIFORNIA LAW DOES NOT ALLOW DEFICIENCY JUDGEMENTS ON SELLER FINANCING. IF BUYER ULTIMATELY DEFAULTS ON THE LOAN, SELLER'S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY.

6.5 Seller's obligaƟon to provide financing is conƟngent upon Seller's reasonable approval of Buyer's financial condiƟon. Buyer to provide a current financial ________ ________
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statement and copies of its Federal tax returns for the last 3 yearsto Seller within 10 daysfollowing the Date of Agreement. Seller has 10 days following receipt of such documentaƟon to saƟsfy itself with regard to Buyer's financial condiƟon and to noƟfy Escrow Holder asto whether or not Buyer's financial condiƟon is acceptable. If Seller failsto noƟfy Escrow Holder, in wriƟng, of the disapproval of this conƟngency within said Ɵme period, itshall be conclusively presumed that Seller has approved Buyer's financial condiƟon. If Seller is notsaƟsfied with Buyer's financial condiƟon or if Buyer fails to deliver the required documentaƟon then Seller may noƟfy Escrow Holder in wriƟng that Seller Financing will not be available, and Buyer shall have the opƟon, within 10 days of the receipt of such noƟce, to either terminate this transacƟon or to purchase the Property without Seller financing. If Buyer failsto noƟfy Escrow Holder within said Ɵme period of its elecƟon to terminate this transacƟon then Buyer shall be conclusively presumed to have elected to purchase the Property without Seller financing. If Buyer electsto terminate, Buyer's Deposit shall be refunded less Title Company and Escrow Holder cancellaƟon fees and costs, all of which shall be Buyer's obligaƟon.

7. Real Estate Brokers.

7.1 Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency RelaƟonship, confirms and consentsto the following agency relaƟonships in thistransacƟon with the following real estate broker(s) ("Brokers") and/or their agents(“Agent(s)”):

Seller's Brokerage Firm N/A License No. is the broker of (check one): the Seller; or both the Buyer and Seller (dual agent).

Seller's Agent N/A License No. is(check one): the Seller's Agent (salesperson or broker associate); or both the Seller's Agent and the Buyer's Agent (dual agent).

Buyer's Brokerage Firm TRI Commercial Real Estate Services, Inc. 1404 Franklin St., Penthouse, Oakland, CA 94612 License No. 00532032 isthe broker of (check one): the Buyer; or both the Buyer and Seller(dual agent).

Buyer's Agent John Dunning License No. 02024892 is (check one): the Buyer's Agent (salesperson or broker associate); or both the Buyer's Agent and the Seller's Agent (dual agent).

The ParƟes acknowledge that other than the Brokers and Agents listed above, there are no other brokers or agents represenƟng the ParƟes or due any fees and/or commissions under this Agreement. Buyer shall use the services of Buyer's Broker exclusively in connecƟon with any and all negoƟaƟons and offers with respect to the Property for a period of 1 year from the date inserted for reference purposes at the top of page 1.

7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, firm, broker, agent or finder in connecƟon with the negoƟaƟon of this Agreement and/or the consummaƟon of the purchase and sale contemplated herein, other than the Brokers and Agents named in paragraph 7.1, and no broker, agent or other person, firm or enƟty, other than said Brokers and Agents is/are enƟtled to any commission or finder's fee in connecƟon with this transacƟon as the result of any dealings or acts ofsuch Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensaƟon, commission or charges which may be claimed by any broker, agent, finder or othersimilar party, other than said named Brokers and Agents by reason of any dealings or act of the indemnifying Party.

8. Escrow and Closing.

8.1 Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the ParƟes, shall consƟtute not only the agreement of purchase and sale between Buyer and Seller, but also instrucƟons to Escrow Holder for the consummaƟon of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instrucƟons restaƟng or amending the Agreement unlessspecifically so instructed by the ParƟes or a Broker herein. Subject to the reasonable approval of the ParƟes, Escrow Holder may, however, include itsstandard general escrow provisions. In the event that there is any conflict between the provisions of the Agreement and the provisions of any addiƟonal escrow instrucƟons the provisions of the Agreement shall prevail as to the ParƟes and the Escrow Holder.

8.2 As soon as pracƟcal aŌer the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the ParƟes and Brokers, in wriƟng, of the date ascertained.

8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and pracƟce of the community in which Escrow Holder is located, including any reporƟng requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property islocated and the law of the state where the Escrow Holder islocated, the law of the state where the Property is located shall prevail.

8.4 Subject to saƟsfacƟon of the conƟngencies herein described, Escrow Holder shall close this escrow (the "Closing") by recording a general warranty deed (a grant deed in California) and the other documentsrequired to be recorded, and by disbursing the funds and documents in accordance with this Agreement.

8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protecƟon policy of Ɵtle insurance. (See also paragraph 11.)

8.6 Escrow Holder shall verify that all of Buyer's conƟngencies have been saƟsfied or waived prior to Closing. The maƩers contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, maƩers of agreement between the ParƟes only and are not instrucƟons to Escrow Holder.

8.7 If this transacƟon isterminated for non-saƟsfacƟon and non-waiver of a Buyer's ConƟngency, as defined in paragraph 9.2 or disapproval of any other maƩer subject to Buyer's approval, then neither of the ParƟes shall thereaŌer have any liability to the other under this Agreement, except to the extent of a breach of any affirmaƟve covenant or warranty in this Agreement. In the event of such terminaƟon, Buyer shall,subject to the provisions of paragraph 8.10, be promptly refunded all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow Holder cancellaƟon fees and costs, all of which shall be Buyer's obligaƟon. If thistransacƟon is terminated as a result of Seller's breach of this Agreement then Sellershall pay the Title Company and Escrow Holder cancellaƟon fees and costs.

8.8 The Closing shall occur on the Expected Closing Date, or assoon thereaŌer asthe Escrow isin condiƟon for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instrucƟons of the ParƟes, a Party not then in default under this Agreement may noƟfy the other Party, Escrow Holder, and Brokers, in wriƟng that, unlessthe Closing occurs within 5 business days following said noƟce, the Escrow shall be deemed terminated without further noƟce or instrucƟons.

8.9 Except as otherwise provided herein, the terminaƟon of Escrow shall not relieve or release either Party from any obligaƟon to pay Escrow Holder'sfees and costs or consƟtute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligaƟons, agreements, covenants or warranƟes contained therein.

8.10 If this Escrow is terminated for any reason other than Seller's breach or default, then as a condiƟon to the return of Buyer's deposit, Buyer shall within 5 days aŌer wriƩen request deliver to Seller, at no charge, copies of allsurveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Any such surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar documents which are prepared by third party consultants and provided to Seller by Buyer or Buyer's representatives, are delivered as an accommodation to Seller and without any representation or warranty as to the sufficiency, accuracy, completeness, and/or validity of said documents, all ________ ________
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of which Seller relies on at its own risk, and Seller is advised to retain appropriate consultants to review said documents.

9. ConƟngenciesto Closing.

9.1 The Closing of this transacƟon is conƟngent upon the saƟsfacƟon or waiver of the following conƟngencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER,

IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer's condiƟonal approval shall consƟtute disapproval, unless provision is made by the Seller within the Ɵme specified therefore by the Buyer in such condiƟonal approval or by this Agreement, whichever is later, for the saƟsfacƟon of the condiƟon imposed by the Buyer.

Escrow Holder shall promptly provide all ParƟes with copies of any wriƩen disapproval or condiƟonal approval which it receives. With regard to subparagraphs (a) through (m) the pre-printed Ɵme periods shall control unless a different number of days isinserted in the spaces provided. (a) Disclosure. Seller shall make to Buyer, through Escrow, all of the applicable disclosures required by law (See AIR CRE ("AIR")standard form enƟtled "Seller's Mandatory Disclosure Statement") and provide Buyer with a completed Property InformaƟon Sheet ("Property InformaƟon Sheet") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or days following the Date of Agreement. Buyer has 10 daysfrom the receipt ofsaid disclosures to approve or disapprove the maƩers disclosed. (b) Physical InspecƟon. Buyer has 10 or by July 30, 2022 days following the receipt of the Property InformaƟon Sheet or the Date of Agreement, whichever islater, to saƟsfy itself with regard to the physical aspects and size of the Property. (c) Hazardous Substance CondiƟons Report. Buyer has 30 or by July 30, 2022 days following the receipt of the Property InformaƟon Sheet or the Date of Agreement, whichever is later, to saƟsfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance CondiƟons Report concerning the Property and relevant adjoining properƟes. Any such report shall be paid for by Buyer. A "Hazardous Substance" for purposes of this Agreement is defined as any substance whose nature and/or quanƟty of existence, use, manufacture, disposal or effect,render it subject to Federal, state or local regulaƟon, invesƟgaƟon, remediaƟon or removal as potenƟally injurious to public health or welfare. A "Hazardous Substance CondiƟon" for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remediaƟon and/or removal under applicable Federal, state orlocal law. (d) Soil InspecƟon. Buyer has 30 or by July 30, 2022 days following the receipt of the Property InformaƟon Sheet or the Date of Agreement, whichever islater, to saƟsfy itself with regard to the condiƟon of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soilsreport that Seller may have within 10 days following the Date of Agreement. (e) Governmental Approvals. Buyer has 30 or by July 30, 2022 days following the Date of Agreement to saƟsfy itself with regard to approvals and permitsfrom governmental agencies or departments which have or may have jurisdicƟon over the Property and which Buyer deems necessary or desirable in connecƟon with itsintended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, fire, police, handicapped and Americans with DisabiliƟes Act requirements, transportaƟon and environmental maƩers. (f) CondiƟons of Title. Escrow Holder shall cause a current commitment for Ɵtle insurance ("Title Commitment") concerning the Property issued by the Title Company, as well aslegible copies of all documentsreferred to in the Title Commitment ("Underlying Documents"), and a scaled and dimensioned plot showing the locaƟon of any easementsto be delivered to Buyer within 10 or from the receipt of the Title Commitment by July 30, 2022 days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to saƟsfy itself with regard to the condiƟon of Ɵtle. The disapproval by Buyer of any monetary encumbrance, which by the terms of this Agreement is not to remain against the Property aŌer the Closing,shall not be considered a failure of this conƟngency, as Seller shall have the obligaƟon, at Seller's expense, to saƟsfy and remove such disapproved monetary encumbrance at or before the Closing. (g) Survey. Buyer has 30 or by July 30, 2022 days following the receipt of the Title Commitment and Underlying Documents to saƟsfy itself with regard to any ALTA Ɵtle supplement based upon a survey prepared to American Land Title AssociaƟon ("ALTA") standards for an owner's policy by a licensed surveyor, showing the legal descripƟon and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of eitherside of the Property boundary lines. Any such survey shall be prepared at Buyer's direcƟon and expense. If Buyer has obtained a survey and approved the ALTA Ɵtle supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage owner's form of Ɵtle policy, in which event Buyer shall pay any addiƟonal premium aƩributable thereto. (h) ExisƟng Leases and Tenancy Statements. Seller shall within 10 or by July 30, 2022 days following the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases, subleases or rental arrangements (collecƟvely, "ExisƟng Leases") affecƟng the Property, and with a tenancy statement ("Estoppel CerƟficate") in the latest form or equivalent to that published by the AIR, executed by Seller and/or each tenant and subtenant of the Property. Seller shall use its best efforts to have each tenant complete and execute an Estoppel CerƟficate. If any tenant fails or refuses to provide an Estoppel CerƟficate then Seller shall complete and execute an Estoppel CerƟficate for that tenancy. Buyer has 10 days from the receipt ofsaid ExisƟng Leases and Estoppel CerƟficates to saƟsfy itself with regard to the ExisƟng Leases and any other tenancy issues. Seller shall further provide Buyer and its consultants with information reasonably requested regarding motel guests and their lengths of stay at the Property, as Buyer and its consultants deem necessary in order to determine the eligibility of motel guests for relocation benefits and assistance. Prior to the Closing, Seller shall cooperate with Buyer and its consultants in providing notices and eligibility documentation to motel guests with respect to relocation benefits and assistance. Buyer has until July 30, 2022 to satisfy itself with regard to its relocation obligations with respect to motel guests, the Existing Leases and existing tenants and subtenants. (i) Owner's AssociaƟon. Seller shall within 10 or days following the Date of Agreement provide Buyer with a statement and transfer package from any owner's associaƟon servicing the Property. Such transfer package shall at a minimum include: copies of the associaƟon's bylaws, arƟcles of incorporaƟon, current budget and financial statement. Buyer has 10 days from the receipt of such documents to saƟsfy itself with regard to the associaƟon. (j) Other Agreements. Seller shall within 10 or by July 30, 2022 daysfollowing the Date of Agreement provide Buyer with legible copies of all other agreements("Other Agreements") known to Seller that will affect the Property aŌer Closing. Buyer has 10 daysfrom the receipt of said Other Agreements to saƟsfy itself with regard to such Agreements. (k) Financing. If paragraph 5 hereof dealing with a financing conƟngency has not been stricken, the saƟsfacƟon or waiver of such New Loan conƟngency. (l) ExisƟng Notes. If paragraph 3.1(c) has not been stricken, Seller shall within 10 or daysfollowing the Date of Agreement provide Buyer with legible copies of the ExisƟng Notes, ExisƟng Deeds of Trust and related agreements (collecƟvely, "Loan Documents") to which the Property will remain subject aŌer the Closing. Escrow Holder shall promptly request from the holders of the ExisƟng Notes a beneficiary statement ("Beneficiary Statement") confirming: (1) the amount of the unpaid principal balance, the current interest rate, and the date to which interest is paid, and (2) the nature and amount of any impounds held by the beneficiary in connecƟon with such loan. Buyer has 10 or days following the receipt of the Loan Documents and Beneficiary Statements to saƟsfy itself with regard to such financing. Buyer's obligaƟon to close is condiƟoned upon Buyer being able to purchase the Property without acceleraƟon or change in the terms of any ExisƟng Notes or chargesto Buyer except as otherwise provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay the transfer fee ________ ________
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referred to in paragraph 3.2 hereof. Likewise if Seller is to carry back a Purchase Money Note then Seller shall within 10 or daysfollowing the Date of Agreement provide Buyer with a copy of the proposed Purchase Money Note and Purchase Money Deed of Trust. Buyer has 10 or days following the receipt of such documents to saƟsfy itself with regard to the form and content thereof. (m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or by July 30, 2022 days following the Date of Agreement to saƟsfy itself with regard to the Ɵtle condiƟon of such personal property. Seller recommends that Buyer obtain a UCC-1 report.

Any such reportshall be paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances affecƟng such personal property that it is aware of within 10 or by July 30, 2022 days following the Date of Agreement. (n) DestrucƟon, Damage or Loss. Subsequent to the Date of Agreement and prior to Closing there shall not have occurred a destrucƟon of, or damage or lossto, the Property or any porƟon thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the opƟon, within 10 days aŌer receipt of wriƩen noƟce of a loss cosƟng more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithstanding such loss, but without deducƟon or offset against the Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be enƟtled to any insurance proceeds applicable to such loss. Unless otherwise noƟfied in wriƟng, Escrow Holder shall assume no such destrucƟon, damage or loss has occurred prior to Closing.
(o) Material Change. Buyer shall have 10 days following receipt of wriƩen noƟce of a Material Change within which to saƟsfy itself with regard to such change. "Material Change" shall mean a substanƟal adverse change in the use, occupancy, tenants, Ɵtle, or condiƟon of the Property that occurs aŌer the date of this offer and prior to the Closing. Unless otherwise noƟfied in wriƟng, Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement.
(q) Brokerage Fee. Payment at the Closing of such brokerage fee as isspecified in this Agreement or later wriƩen instrucƟons to Escrow Holder executed by Seller and Brokers ("Brokerage Fee"). It is agreed by the ParƟes and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement, without the wriƩen consent of Brokers.
(r) Buyer has received notice of approval of a grant of funds from the California Department of Housing and Community Development Project Homekey program to be used for the acquisition of the Property. (s) All of Seller’s representations and warranties contained herein are true and correct as of the close of escrow. (t) All acts to be performed by Seller prior to close of escrow shall have been performed, and Seller is not in default of this Agreement as of the close of escrow.
(u) Seller has removed all waste and debris from the Property prior to the close of escrow. (v) There shall be no litigation or administrative proceeding pending with respect to the Property as of the close of escrow, nor any moratoria which would adversely impact the development, use or value of the Property

9.2 All of the conƟngenciesspecified in subparagraphs (a) through (m) of paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be elsewhere herein referred to as "Buyer's ConƟngencies."

9.3 If any of Buyer's ConƟngencies or any other maƩer subject to Buyer's approval is disapproved as provided for herein in a Ɵmely manner ("Disapproved Item"), Seller shall have the right within 10 days following the receipt of noƟce of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("Seller's ElecƟon"). Seller'sfailure to give to Buyer within such period, wriƩen noƟce of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's ElecƟon not to cure such Disapproved Item. If Seller elects, either by wriƩen noƟce or failure to give wriƩen noƟce, not to cure a Disapproved Item, Buyer shall have the right, within 10 days aŌer Seller's ElecƟon to either accept Ɵtle to the Property subject to such Disapproved Item, or to terminate this Agreement. Buyer's failure to noƟfy Seller in wriƟng of Buyer's elecƟon to accept Ɵtle to the Property subject to the Disapproved Item without deducƟon or offsetshall consƟtute Buyer's elecƟon to terminate this Agreement. The above Ɵme periods only apply once for each Disapproved Item. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediaƟon of Hazardous Substance CondiƟons or to the Financing ConƟngency. Unless the ParƟes mutually instruct otherwise, if the Ɵme periods for the saƟsfacƟon of conƟngencies or for Seller's and Buyer's elecƟons would expire on a date aŌer the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3 business days following the expiraƟon of: (a) the applicable conƟngency period(s), (b) the period within which the Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the period within which Buyer may elect to proceed with thistransacƟon, whichever is later.

9.4 The ParƟes acknowledge that extensive local, state and Federal legislaƟon establish broad liability upon owners and/or users of real property for the invesƟgaƟon and remediaƟon of Hazardous Substances. The determinaƟon of the existence of a Hazardous Substance CondiƟon and the evaluaƟon of the impact of such a condiƟon are highly technical and beyond the experƟse of Brokers. The ParƟes acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properƟes, and Buyer and Seller are not relying upon any invesƟgaƟon by or statement of Brokers with respect thereto. The ParƟes hereby assume all responsibility for the impact of such Hazardous Substances upon their respecƟve interests herein.

10. Documents and Other Items Required at or Before Closing.

10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the ParƟes.

10.2 Seller shall deliver to Escrow Holder in Ɵme for delivery to Buyer at the Closing:
(a) Grant or general warranty deed, duly executed and in recordable form, conveying fee Ɵtle to the Property to Buyer. (b) If applicable, the Beneficiary Statements concerning ExisƟng Note(s). (c) If applicable, the ExisƟng Leases and Other Agreements together with duly executed assignmentsthereof by Seller and Buyer. The assignment of ExisƟng Leases shall be on the most recent Assignment and AssumpƟon of Lessor'sInterest in Lease form published by the AIR or its equivalent. (d) An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code SecƟon 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably saƟsfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as isrequired by applicable Federal law with respect to purchases from foreign sellers.
(e) If the Property is located in California, an affidavit executed by Seller to the effect that Seller is not a ''nonresident" within the meaning of California Revenue and Tax Code SecƟon 18662 or successor statutes. If Seller does not provide such affidavit in form reasonably saƟsfactory to Buyer at least 3 business days ________ ________
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prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute. (f) If applicable, a bill ofsale, duly executed, conveying Ɵtle to any included personal property to Buyer. (g) If the Seller is a corporaƟon, a duly executed corporate resoluƟon authorizing the execuƟon of this Agreement and the sale of the Property.

10.3 Buyer shall deliver to Seller through Escrow:
(a) The cash porƟon of the Purchase Price and such addiƟonal sums as are required of Buyer under this Agreementshall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately collectable funds, no later than 2:00 P.M. on the business day prior to the Expected Closing Date provided, however, that Buyer shall not be required to deposit such monies into Escrow if at the Ɵme set for the deposit of such monies Seller isin default or hasindicated that it will not perform any of its obligaƟons hereunder. Instead, in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available. (b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of noƟce of the status of payment of real property taxes during the life of the Purchase Money Note.
(c) The Assignment and AssumpƟon of Lessor'sInterest in Lease form specified in paragraph 10.2(c) above, duly executed by Buyer. (d) AssumpƟons duly executed by Buyer of the obligaƟons of Seller that accrue aŌer Closing under any Other Agreements. (e) If applicable, a wriƩen assumpƟon duly executed by Buyer of the loan documents with respect to ExisƟng Notes. (f) If the Buyer is a corporaƟon, a duly executed corporate resoluƟon authorizing the execuƟon of this Agreement and the purchase of the Property.

10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's form policy of Ɵtle insurance effecƟve as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring Ɵtle to the Property vested in Buyer, subject only to the excepƟons approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transacƟon, the policy of Ɵtle insurance shall be a joint protecƟon policy insuring both Buyer and Seller.

IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.

11. ProraƟons and Adjustments.

11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The ParƟes agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill. In the eventthat, prior to the Closing, Seller has paid the installment of property taxes and assessments applicable to the current period, there shall be no proration of property taxes and assessments, and Seller shall be responsible for applying for a refund of any overpayment of property taxes and assessments as a result of the acquisition of the Property by a public agency.

11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property.

11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on ExisƟng Notes, uƟliƟes, and operaƟng expenses shall be prorated as of the date of Closing.

The ParƟes agree to promptly adjust between themselves outside of Escrow any rents received aŌer the Closing.

11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.

11.5 Post Closing MaƩers. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the ParƟes by appropriate cash payment outside of the Escrow when the amount due is determined.

11.6 VariaƟons in ExisƟng Note Balances. In the event that Buyer is purchasing the Property subject to an ExisƟng Deed of Trust(s), and in the event that a Beneficiary Statement asto the applicable ExisƟng Note(s) discloses that the unpaid principal balance ofsuch ExisƟng Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1(c) hereof ("ExisƟng Note VariaƟon"), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such ExisƟng Note VariaƟon. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3.1(a)shall be reduced orincreased by the amount of such ExisƟng Note VariaƟon.

11.7 VariaƟons in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ulƟmately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note, if any,shall be reduced by the amount of such excess.

11.8 Owner's AssociaƟon Fees. Escrow Holder shall: (i) bring Seller's account with the associaƟon current and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any up front fees required by the associaƟon from Buyer's funds.

12. RepresentaƟons and WarranƟes of Seller and Disclaimers.

12.1 Seller's warranƟes and representaƟons shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuit or acƟon based upon them must be commenced within such Ɵme period. Seller's warranƟes and representaƟons are true, material and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranƟes and representaƟons to Buyer and Brokers:
(a) Authority of Seller. Selleris the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligaƟons hereunder. (b) Maintenance During Escrow and Equipment CondiƟon At Closing. Except as otherwise provided in paragraph 9.1(n) hereof, Sellershall maintain the Property unƟl the Closing in its present condiƟon, ordinary wear and tear excepted. (c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer in wriƟng, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank. (d) Compliance. Except as otherwise disclosed in wriƟng, Seller has no knowledge of any aspect or condiƟon of the Property which violates applicable laws, rules, regulaƟons, codes or covenants, condiƟons or restricƟons, or of improvements or alteraƟons made to the Property without a permit where one was required, or of any unfulfilled order or direcƟve of any applicable governmental agency or casualty insurance company requiring any invesƟgaƟon, remediaƟon, repair, maintenance or improvement be performed on the Property. (e) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any ExisƟng Lease or Other Agreement, or create any new leases or other agreements affecƟng the Property, without Buyer's wriƩen approval, which approval will not be unreasonably withheld. (f) Possessory Rights. Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement or otherwise in wriƟng to Buyer.
(g) Mechanics' Liens. There are no unsaƟsfied mechanics' or materialmens' lien rights concerning the Property. ________ ________
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(h) AcƟons, Suits or Proceedings. Seller has no knowledge of any acƟons, suits or proceedings pending orthreatened before any commission, board, bureau, agency, arbitrator, court or tribunal that would affect the Property or the right to occupy or uƟlize same. (i) NoƟce of Changes. Seller will promptly noƟfy Buyer and Brokers in wriƟng of any Material Change (see paragraph 9.1(o)) affecƟng the Property that becomes known to Seller prior to the Closing.
(j) No Tenant Bankruptcy Proceedings. Seller has no noƟce or knowledge that any tenant of the Property isthe subject of a bankruptcy or insolvency proceeding.
(k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding. (l) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecƟng such personal property, except as disclosed by this Agreement or otherwise in wriƟng to Buyer.

12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its exisƟng condiƟon and will, by the Ɵme called for herein, make or have waived all inspecƟons of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property. The ParƟes acknowledge that, except as otherwise stated in this Agreement, no representaƟons, inducements, promises, agreements, assurances, oral or wriƩen, concerning the Property, or any aspect of the occupaƟonal safety and health laws, Hazardous Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto.

12.3 In the event that Buyer learns that a Seller representaƟon or warranty might be untrue prior to the Closing, and Buyer electsto purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an acƟon or proceeding against Seller or Brokers regarding said representaƟon or warranty.

12.4 Any environmental reports, soils reports, surveys, and othersimilar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller's representaƟves, have been delivered as an accommodaƟon to Buyer and without any representaƟon or warranty as to the sufficiency, accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and invesƟgate the Property.

13. Possession.

Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under ExisƟng Leases.

14. Buyer's Entry.

At any Ɵme during the Escrow period, Buyer, and its agents and representaƟves, shall have the right at reasonable Ɵmes and subject to rights of tenants, to enter upon the Property for the purpose of making inspecƟons and tests specified in this Agreement. No destrucƟve tesƟng shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in wriƟng by Seller, Buyer shall return the Property to the condiƟon it was in prior to such entry or work, including the re-compacƟon or removal of any disrupted soil or material as Seller may reasonably direct. Allsuch inspecƟons and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabiliƟes, losses, expenses (including reasonable aƩorneys' fees), damages, including those for injury to person or property, arising out of or relaƟng to any such work or materials or the acts or omissions of Buyer, its agents or employees in connecƟon therewith.

15. Further Documents and Assurances.

The ParƟes shall each, diligently and in good faith, undertake all acƟons and procedures reasonably required to place the Escrow in condiƟon for Closing as and when required by this Agreement. The ParƟes agree to provide all further informaƟon, and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company.

16. AƩorneys' Fees.

If any Party or Broker brings an acƟon or proceeding (including arbitraƟon) involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereaŌer defined) in any such proceeding, acƟon, or appeal thereon, shall be enƟtled to reasonable aƩorneys' fees and costs. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such acƟon or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limitaƟon, a Party or Broker who substanƟally obtains or defeatsthe reliefsought, as the case may be, whether by compromise, seƩlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The aƩorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all aƩorneys' feesreasonably incurred.

17. Prior Agreements/Amendments.

17.1 This Agreementsupersedes any and all prior agreements between Seller and Buyer regarding the Property.

17.2 Amendments to this Agreement are effecƟve only if made in wriƟng and executed by Buyer and Seller.

18. Broker's Rights.

18.1 If this sale is not consummated due to the default of either the Buyer or Seller, the defaulƟng Party shall be liable to and shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated. If Buyer isthe defaulƟng party, payment of said Brokerage Fee is in addiƟon to any obligaƟon with respect to liquidated or other damages.

18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transacƟon.

19. NoƟces.

19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any noƟce, demand, request, approval, disapproval or other communicaƟon, each such communicaƟon shall be in wriƟng and shall be delivered personally, by messenger, or by mail, postage prepaid, to the address set forth in this agreement or by facsimile transmission, electronic signature, digital signature, or email.

19.2 Service of any such communicaƟon shall be deemed made on the date of actual receipt if personally delivered, or transmiƩed by facsimile transmission, electronic signature, digital signature, or email. Any such communicaƟon sent by regular mail shall be deemed given 48 hours aŌer the same is mailed.

CommunicaƟons sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours aŌer delivery of the same to the Postal Service or courier. If such communicaƟon isreceived on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

19.3 Any Party or Broker hereto may from Ɵme to Ɵme, by noƟce in wriƟng, designate a different address to which, or a different person or addiƟonal persons to whom, all communicaƟons are thereaŌer to be made.

20. DuraƟon of Offer.
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20.1 If this offeris not accepted by Seller on or before 5:00 P.M. according to the Ɵme standard applicable to the city of San Leandro on the date of February 14, 2022 , it shall be deemed automaƟcally revoked.

20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the ParƟes as described in paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed wriƟng uncondiƟonally accepƟng the last outstanding offer or counteroffer.

21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if iniƟaled by both ParƟes).

THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER

OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF Deposits . UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER. THE LIQUIDATED DAMAGES IN THE AMOUNT OF THE

DEPOSITS MAY ONLY BE RETAINED BY SELLER AS DAMAGES IN THE EVENT THAT THE TRANSACTION CONTEMPLATED HEREIN DOES

NOT CLOSE, AND THIS AGREEMENT IS TERMINATED, AS A RESULT OF A DEFAULT OF THE BUYER, AFTER BUYER HAS BEEN GIVEN NOTICE AND AN OPPORTUNITY TO CURE SUCH DEFAULT BUT HAS FAILED TO TIMELY DO SO.

Buyer's IniƟals Seller's IniƟals

22. ARBITRATION OF DISPUTES. (This ArbitraƟon of Disputes paragraph is applicable only if iniƟaled by both ParƟes.)

22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF THE DEPOSIT SHALL BE DETERMINED BY BINDING ARBITRATION ADMINISTERED BY THE JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. ("JAMS") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES ("COMMERCIAL RULES"). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED.

SUCH CONTROVERSY SHALL BE ARBITRATED BY A SINGLE ARBITRATOR, APPOINTED UNDER THE COMMERCIAL RULES WHO HAS HAD AT LEAST 5 YEARS OF EXPERIENCE IN THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THE ARBITRATOR SHALL HEAR AND DETERMINE SAID CONTROVERSY IN

ACCORDANCE WITH APPLICABLE LAW OF THE JURISDICTION WHERE THE PROPERTY IS LOCATED, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE ARBITRATOR SHALL RENDER AN AWARD WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, WHICH MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF AND SHALL BE ACCOMPANIED BY A REASONED OPINION. THE FAILURE OR REFUSAL OF A PARTY TO PAY SUCH PARTY’S REQUIRED SHARE

OF THE DEPOSITS FOR ARBITRATOR COMPENSATION OR ADMINISTRATIVE CHARGES SHALL CONSTITUTE A WAIVER BY SUCH PARTY TO PRESENT EVIDENCE OR

CROSS-EXAMINE WITNESSES, BUT SUCH WAIVER SHALL NOT ALLOW FOR A DEFAULT JUDGMENT AGAINST THE NON-PAYING PARTY IN THE ABSENCE OF EVIDENCE AND LEGAL ARGUMENT AS THE ARBITRATOR MAY REQUIRE FOR MAKING AN AWARD. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.

22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE

BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.

22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.

Buyer'sIniƟals Seller'sIniƟals

23. Miscellaneous.

23.1 Binding Effect. This Agreementshall be binding on the ParƟes without regard to whether or not paragraphs 21 and 22 are iniƟaled by both of the ParƟes.

Paragraphs 21 and 22 are each incorporated into this Agreement only if iniƟaled by both ParƟes at the Ɵme that the Agreement is executed. Signatures to this Agreement accomplished by means of electronic signature orsimilar technology shall be legal and binding.

23.2 Applicable Law. This Agreementshall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the Property islocated.

Any liƟgaƟon or arbitraƟon between the ParƟes hereto concerning this Agreement shall be iniƟated in the county in which the Property islocated.

23.3 Time of Essence. Time is of the essence of this Agreement.

23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall consƟtute one and the same instrument. Escrow Holder, aŌer verifying that the counterparts are idenƟcal except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then consƟtute the Agreement.

23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

23.6 Conflict. Any conflict between the printed provisions of this Agreement and the typewriƩen or handwriƩen provisionsshall be controlled by the typewriƩen or handwriƩen provisions. Seller and Buyer must iniƟal any and all handwriƩen provisions.

23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to parƟcipate in a 1031 exchange. Any ________ ________
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party iniƟaƟng an exchange shall bear all costs of such exchange. The cooperaƟng Party shall not have any liability (special or otherwise) for damages to the exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange.

23.8 Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days.

24. Disclosures Regarding The Nature of a Real Estate Agency RelaƟonship.

24.1 The ParƟes and Brokers agree that their relaƟonship(s) shall be governed by the principles set forth in the applicable secƟons of the California Civil Code, as summarized in paragraph 24.2.

24.2 When entering into a discussion with a real estate agent regarding a real estate transacƟon, a Buyer or Seller should from the outset understand what type of agency relaƟonship or representaƟon it has with the agent or agentsin the transacƟon. Buyer and Seller acknowledge being advised by the Brokersin this transacƟon, as follows:
(a) Seller's Agent. A Seller's agent under a lisƟng agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent hasthe following affirmaƟve obligaƟons: (1) To the Seller: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duƟes. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the ParƟes. An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the affirmaƟve duƟes set forth above.
(b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situaƟons, the agent is not the Seller's agent, even if by agreement the agent may receive compensaƟon for services rendered, either in full orin part from the Seller. An agent acƟng only for a Buyer has the following affirmaƟve obligaƟons. (1) To the Buyer: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duƟes. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the ParƟes. An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the affirmaƟve duƟes set forth above.
(c) Agent RepresenƟng Both Seller and Buyer. A real estate agent, either acƟng directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a transacƟon, but only with the knowledge and consent of both the Seller and the Buyer. (1) In a dual agency situaƟon, the agent has the following affirmaƟve obligaƟons to both the Seller and the Buyer: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duƟes to the Seller and the Buyer as stated above in their respecƟve secƟons (a) or (b) of this paragraph 24.2. (2) In represenƟng both Seller and Buyer, the agent may not, without the express permission of the respecƟve Party, disclose to the other Party confidenƟal informaƟon, including, but not limited to, facts relaƟng to either Buyer's or Seller's financial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, including Seller's willingness to accept a price less than the lisƟng price or Buyer's willingnessto pay a price greater than the price offered. (3) The above duƟes of the agent in a real estate transacƟon do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreementsto assure that they adequately express their understanding of the transacƟon. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Buyer hasthe duty to exercise reasonable care to protect Buyer, including asto those facts about the Property which are known to Buyer or within Buyer's diligent aƩenƟon and observaƟon. Both Seller and Buyer should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change. (d) Further Disclosures. Throughout this transacƟon Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisƟng in the transacƟon. Buyer and Seller should each read its contents each Ɵme it is presented, considering the relaƟonship between them and the real estate agent in thistransacƟon and that disclosure. Buyer and Seller each acknowledge receipt of a disclosure of the possibility of mulƟple representaƟon by the Broker represenƟng that principal. This disclosure may be part of a lisƟng agreement, buyer representaƟon agreement or separate document. Buyer understands that Broker represenƟng Buyer may also represent other potenƟal buyers, who may consider, make offers on or ulƟmately acquire the Property. Seller understands that Broker represenƟng Seller may also represent other sellers with compeƟng properƟes that may be of interest to this Buyer. Brokers have no responsibility with respect to any default or breach hereof by either Party. The ParƟes agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relaƟng to thistransacƟon may be brought against Broker more than one year aŌer the Date of Agreement and that the liability (including court costs and aƩorneys' fees), of any Broker with respect to any breach of duty, error or omission relaƟng to this Agreementshall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitaƟon on each Broker'sliability shall not be applicable to any gross negligence or willful misconduct of such Broker.

24.3 ConfidenƟal InformaƟon. Buyer and Seller agree to idenƟfy to Brokers as "ConfidenƟal" any communicaƟon or informaƟon given Brokers that is considered by such Party to be confidenƟal. This Agreement and certain documents produced pursuant to this Agreement are or may be considered public records under the California Public Records Act and Buyer cannot guarantee confidentiality of such documents.

25. ConstrucƟon of Agreement. In construing this Agreement, all headings and Ɵtles are for the convenience of the ParƟes only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. This Agreement shall not be construed as if prepared by one of the ParƟes, but rather according to its fair meaning as a whole, asif both ParƟes had prepared it.

26. AddiƟonal Provisions.

AddiƟonal provisions of this offer, if any, are as follows or are aƩached hereto by an addendum or addenda consisƟng of paragraphs 26 through 29 . (If there are no addiƟonal provisions write "NONE".)

26. Due Diligence Period and Extension Option with Increased Deposit: Before the expiration of the ‘Due Diligence Period (July 30, 2022), Buyer has (3) 30-day Extension Options for the Due Diligence Period. With each 30-day Extension Option, Buyer shall deposit into Escrow an additional Twenty-Five Thousand Dollars ($25,000) for each Extension; to be applied to the Purchase Price.If the Buyer elects to exercise the second 30 day Extension Option for the Due Diligence Period, a $25,000 additional deposit applicable to such second extension shall be deposited and a total of $75,000 is to be released to the Seller, and shall be applied to the Purchase Price and non-refundable; whether the Sale closes or not. If the Buyer elects to exercise the third 30 day Extension Option for the Due Diligence Period, the $25,000 additional deposit applicable to such third extension shall be deemed to have been paid and released to the Seller with the second extension, and shall be and applied to the Purchase Price and non-refundable; whether the sale closes or not.

Total non-refundable deposit to the Seller if all three extensions are exercised shall not exceed $75,000. ________ ________
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27. Closing Costs, Credits, and Prorations:

At the Close of Escrow, Buyer and Seller shall be responsible for payment of all transfer taxes, title fees, recording fees and closing related costs in accordance to customary practice in San Leandro, CA, in the County of Alameda. Real property taxes, credits and any other matters to be prorated will be prorated as of the Close of Escrow, subject to the requirements of Section 11.1 hereof. All costs associated with prepayment of any existing loans, if any, shall be paid
by Seller.

28. Closing of Escrow:

The escrow company shall close escrow and make payment of the amount remaining on the Purchase Price within Sixty (60) days after expiration of the Due Diligence Period and/or any Extension Options, so exercised. That is, Closing of Escrow (COE) is expected to be by October 1, 2022 if no Extension Options are exercised.

29. Buyer Approvals. Whenever this Agreement calls for Buyer approval, consent, extension or waiver, the written approval, consent, or waiver of the City Manager or his or her designee(s) shall constitute the approval, consent, extension or waiver of Buyer, without further authorization required from Buyer’s City Council. Buyer hereby authorizes the City Manager and his or her designee(s) to sign documents, to deliver any such approvals, consents, or extensions or waivers as are required by this Agreement, and to waive requirements under this Agreement, on behalf of Buyer.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.

WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.

NOTE:

1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.

2. IF EITHER PARTY IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.

The undersigned Buyer offers and agreesto buy the Property on the terms and condiƟons stated and acknowledges receipt of a copy hereof.

BROKER
TRI Commercial Real Estate Services, Inc.
1404 Franklin St., Penthouse, Oakland, CA
94612
AƩn: John Dunning
Title: Real Estate Associate
Address: 1404 Franklin St., Penthouse,
Oakland, CA 94612
Phone: 510-622-8435
Fax:

Email: [email protected]
Federal ID No.:

Broker DRE License #: 00532032
Agent DRE License #:

Date:

BUYER
City of San Leandro, or Assignee
By:

Name Printed: Tom Liao
Title: Community Development Director
Phone:

Fax:

Email:

By:

Name Printed: Frances M. Robustelli
Title: City Manager
Phone:

Fax:

Email:

Address: 835 E. 14th Street, San Leandro, CA
94577
Federal ID No.:

27. Acceptance.
________ ________
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27.1 Seller accepts the foregoing offer to purchase the Property and hereby agreesto sell the Property to Buyer on the terms and condiƟons therein specified.

27.2 In consideraƟon of real estate brokerage service rendered by Brokers, Seller agreesto pay Brokers a real estate Brokerage Fee in a sum equal to 5% % of the Purchase Price to be divided between the Brokers as follows: Seller's Broker N/A % and Buyer's Broker 5% %. This Agreement shall serve as an irrevocable instrucƟon to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing.

27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer.

NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.

BROKER
N/A
AƩn: N/A
Title:

Address:

Phone:

Fax:

Email:

Federal ID No.:

Broker DRE License #:

Agent's DRE License #:

Date:

SELLER
Parshotam Inc.(an S Corporation) dba
Nimitz Motel
By:

Name Printed: Pratap P. Solanki
Title: President
Phone:

Fax:

Email:

By:

Name Printed: Pravin P. Solanki
Title: Secretary
Phone:

Fax:

Email:

Address: 555 Lewelling Blvd. San Leandro, CA
94578
Federal ID No.:

By: _______________________________
Name Printed: Jitendra P. Chhiboo
Title: Treasurer
Phone: ____________________________
AIR CRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng. ________ ________
________ ________

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DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
(Asrequired by the Civil Code)
When you enter into a discussion with a real estate agent regarding a real estate transacƟon, you should from the outset understand what type of agency relaƟonship or representaƟon you wish to have with the agent in the transacƟon.

SELLER'S AGENT
A Seller's agent under a lisƟng agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmaƟve obligaƟons:

To the Seller: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller.

To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's duƟes. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the parƟes.

An agent is not obligated to reveal to either party any confidenƟal informaƟon obtained from the other party that does not involve the affirmaƟve duƟesset forth above.

BUYER'S AGENT
A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situaƟons, the agent is not the Seller's agent, even if by agreement the agent may receive compensaƟon forservices rendered, either in full or in part from the Seller. An agent acƟng only for a Buyer has the following affirmaƟve obligaƟons:

To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer.

To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's duƟes. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the parƟes.

An agent is not obligated to reveal to either party any confidenƟal informaƟon obtained from the other party that does not involve the affirmaƟve duƟesset forth above.

AGENT REPRESENTING BOTH SELLER AND BUYER
A real estate agent, either acƟng directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transacƟon, but only with the knowledge and consent of both the Seller and the Buyer.

In a dual agency situaƟon, the agent hasthe following affirmaƟve obligaƟonsto both the Seller and the Buyer:
(a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duƟes to the Seller and the Buyer as stated above in their respecƟve secƟons.

In represenƟng both Seller and Buyer, a dual agent may not, without the express permission of the respecƟve party, disclose to the other party confidenƟal informaƟon, including, but not limited to, facts relaƟng to either the Buyer's or Seller's financial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, including the Seller's willingness to accept a price less than the lisƟng price or the Buyer's willingness to pay a price greater than the price offered.

SELLER AND BUYER RESPONSIBILITIES
Either the purchase agreement or a separate document will contain a confirmaƟon of which agent is represenƟng you and whether that agent isrepresenƟng you exclusively in the transacƟon or acƟng as a dual agent. Please pay aƩenƟon to that confirmaƟon to make sure it accurately reflects your understanding of your agent’s role. The above duƟes of the agent in a real estate transacƟon do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transacƟon. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent aƩenƟon and observaƟon. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change.

Throughout your real property transacƟon you may receive more than one disclosure form, depending upon the number of agents assisƟng in the transacƟon. The law requires each agent with whom you have more than a casual relaƟonship to present you with this disclosure form. You should read its contents each Ɵme it is presented to you, considering the relaƟonship between you and the real estate agent in your specific transacƟon. This disclosure form includesthe provisions of SecƟons 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE).

Buyer Seller Lessor Lessee City of San Leandro Date:

Buyer Seller Lessor Lessee Parshotam Inc., (an S Corporation) Date:

Agent: TRI Commercial Real Estate Services, Inc. DRE Lic. #: 00532032 Real Estate Broker (Firm)
By: DRE Lic. #: 02024892 Date:
(Salesperson or Broker-Associate)
________ ________
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THIS FORM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM. ________ ________
________ ________

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DISCLOSURE REGARDINGREAL ESTATE AGENCY RELATIONSHIP
CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ONTHE FRONT) 2079.13. As used in SecƟons 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:
(a) “Agent” means a person acƟng under provisions of Title 9 (commencing with SecƟon 2295) in a real property transacƟon, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with SecƟon 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a lisƟng is executed or an offer to purchase is obtained. The agent in the real property transacƟon bears responsibility for that agent’s salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transacƟon, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate funcƟons. (b) “Buyer” means a transferee in a real property transacƟon, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transacƟon. “Buyer” includes vendee or lessee of real property. (c) “Commercial real property” means all real property in the state, except (1) single-family residenƟal real property, (2) dwelling units made subject to Chapter 2 (commencing with SecƟon 1940) of Title 5, (3) a mobile home, as defined in SecƟon 798.3, (4) vacant land, or (5) a recreaƟonal vehicle, as defined in SecƟon 799.29. (d) “Dual agent” means an agent acƟng, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transacƟon. (e) “LisƟng agreement” means a wriƩen contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other servicesfor which a real estate license isrequired to the seller pursuant to the terms of the agreement. (f) “Seller's agent” means a person who has obtained a lisƟng of real property to act as an agent for compensaƟon. (g) “LisƟng price” is the amount expressed in dollars specified in the lisƟng for which the seller is willing to sell the real property through the seller’s agent. (h) “Offering price” is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (i) “Offer to purchase” means a wriƩen contract executed by a buyer acƟng through a buyer’s agent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) “Real property” means any estate specified by subdivision (1) or (2) of SecƟon 761 in property, and includes (1) single-family residenƟal property, (2) mulƟ-unit residenƟal property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in SecƟon 18007 of the Health and Safety Code, or a mobile home as defined in SecƟon 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in SecƟon 10131.6 of the Business and Professions Code. (k) “Real property transacƟon” means a transacƟon for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transacƟon, and includes a lisƟng or an offer to purchase. (l) “Sell,” “sale,” or “sold” refers to a transacƟon for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transacƟons for the creaƟon of a real property sales contract within the meaning of SecƟon 2985, and transacƟons for the creaƟon of a leasehold exceeding one year’s duraƟon. (m) “Seller” means the transferor in a real property transacƟon and includes an owner who listsreal property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller” includes both a vendor and a lessor of real property. (n) “Buyer's agent” means an agent who represents a buyer in a real property transacƟon. 2079.14. A seller’s agent and buyer’s agent shall provide the seller and buyer in a real property transacƟon with a copy of the disclosure form specified in SecƟon 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in SecƟon 2079.15, as follows: (a) The seller’s agent, if any, shall provide the disclosure form to the seller prior to entering into the lisƟng agreement. (b) The buyer’s agent shall provide the disclosure form to the buyer as soon as pracƟcable prior to execuƟon of the buyer’s offer to purchase. If the offer to purchase is not prepared by the buyer’s agent, the buyer’s agent shall present the disclosure form to the buyer not later than the next business day aŌer receiving the offer to purchase from the buyer. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to SecƟon 2079.14, the agent shall set forth, sign, and date a wriƩen declaraƟon of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form.
2079.17(a) As soon as pracƟcable, the buyer’s agent shall disclose to the buyer and seller whether the agent is acƟng in the real property transacƟon as the buyer’s agent, or as a dual agent represenƟng both the buyer and the seller. This relaƟonship shall be confirmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged by the seller, the buyer, and the buyer’s agent prior to or coincident with execuƟon of that contract by the buyer and the seller, respecƟvely. (b) As soon as pracƟcable, the seller’s agent shall disclose to the seller whether the seller’s agent is acƟng in the real property transacƟon as the seller’s agent, or as a dual agent represenƟng both the buyer and seller. This relaƟonship shall be confirmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged by the seller and the seller’s agent prior to or coincident with the execuƟon of that contract by the seller. (C) CONFIRMATION: The following agency relaƟonships are confirmed for thistransacƟon.

Seller's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):  the seller; or  both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):  the Seller's Agent. (salesperson or broker associate); or  both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):  the buyer; or  both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):  the Buyer's Agent. (salesperson or broker associate); or  both the Buyer's Agent and the Seller's Agent. (dual agent) (d) The disclosures and confirmaƟon required by thissecƟon shall be in addiƟon to the disclosure required by SecƟon 2079.14. An agent’s duty to provide disclosure and confirmaƟon of representaƟon in thissecƟon may be performed by a real estate salesperson or broker associate affiliated with that broker. 2079.18 (Repealed pursuant to AB-1289, 2017-18 California LegislaƟve session) 2079.19 The payment of compensaƟon or the obligaƟon to pay compensaƟon to an agent by the seller or buyer is not necessarily determinaƟve of a parƟcular agency relaƟonship between an agent and the seller or buyer. A lisƟng agent and a selling agent may agree to share any compensaƟon or commission paid, or any right to any compensaƟon or commission for which an obligaƟon arises as the result of a real estate transacƟon, and the terms of any such agreement shall not necessarily be determinaƟve of a parƟcular relaƟonship.
2079.20 Nothing in this arƟcle prevents an agent from selecƟng, as a condiƟon of the agent’s employment, a specific form of agency relaƟonship not specifically ________ ________
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prohibited by this arƟcle if the requirements of SecƟon 2079.14 and SecƟon 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidenƟal informaƟon obtained from the seller. (b) A dual agent may not, without the express permission of the buyer, disclose to the seller any confidenƟal informaƟon obtained from the buyer. (c) “ConfidenƟal informaƟon” meansfacts relaƟng to the client’s financial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, such as the seller is willing to accept a price lessthan the lisƟng price or the buyer is willing to pay a price greater than the price offered. (d) ThissecƟon does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidenƟal informaƟon other than price. 2079.22 Nothing in this arƟcle precludes a seller’s agent from also being a buyer’s agent. If a seller or buyer in a transacƟon chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency relaƟonship at any Ɵme before the performance of the act which is the object of the agency with the wriƩen consent of the parƟes to the agency relaƟonship. (b) A lender or an aucƟon company retained by a lender to control aspects of a transacƟon of real property subject to this part, including validaƟng the sales price, shall not require, as a condiƟon of receiving the lender’s approval of the transacƟon, the homeowner or lisƟng agent to defend or indemnify the lender or aucƟon company from any liability alleged to result from the acƟons of the lender or aucƟon company. Any clause, provision, covenant, or agreement purporƟng to impose an obligaƟon to defend or indemnify a lender or an aucƟon company in violaƟon of thissubdivision is against public policy, void, and unenforceable. 2079.24 Nothing in this arƟcle shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees,subagents, and employees or to relieve agents and their associate licensees, subagents, and employeesfrom liability for their conduct in connecƟon with acts governed by this arƟcle or for any breach of a fiduciary duty or a duty of disclosure.

AIR CRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng. ________ ________
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PROPERTY INFORMATION SHEET
(For the sale or leasing of non-residenƟal properƟes)
PREFACE:

Purpose: This Statement is NOT a warranty as to the actual condiƟon of the Property/Premises. The purpose is, instead, to provide the brokers and the potenƟal buyer/lessee with important informaƟon about the Property/Premises which is currently in the actual knowledge of the Owner and which the Owner is required by law to disclose.

Actual Knowledge: For purposes of this Statement the phrase 'actual knowledge' means: the awareness of a fact, or the awareness ofsufficient informaƟon and circumstancesso as to cause one to believe that a certain situaƟon or condiƟon probably exists.

TO WHOM IT MAY CONCERN:

Parshotam Inc., (an S Corporation) ("Owner"), owns the Property/Premises commonly known as(street address, city, state, zip) 555 Lewelling Blvd., San Leandro, CA 94579, located in the County of Alameda , and generally described as (describe briefly the nature of the Premises or Property) The Property consists of the fee simple interest in that certain real property (including, without limitation to the improvements thereon consisting of a Hotel/ Motel with +/- 16,930 s.f. of building, on a lot of +/- 30,000 s.f and Seller's interests as a Landlord and Operator in any leases for the Property and Hotel/Motel Operations. (hereinaŌer "Property"), and cerƟfies that:

1. Material Physical Defects. Owner has no actual knowledge of any material physical defects in the Property or any improvements and structures thereon, including, but not limited to the roof, except (if there are no excepƟons write "NONE"): .

2. Equipment.

A. Owner has no actual knowledge that the heaƟng, venƟlaƟng, air condiƟoning, plumbing, loading doors, electrical and lighƟng systems, life safety systems, security systems and mechanical equipment exisƟng on the Property as of the date hereof, if any, are not in good operaƟng order and condiƟon, except (if there are no excepƟons write "NONE"): .

B. Owner has no actual knowledge of any leases, financing agreements, liens or other agreements affecƟng any equipment which is being included with the Property, except (if there are no excepƟons write "NONE"): .

3. Soil CondiƟons. Owner has no actual knowledge that the Property has any slipping, sliding, seƩling, flooding, ponding or any other grading, drainage or soil problems, except (if there are no excepƟons write "NONE"): .

4. UƟliƟes. Owner represents and warrantsthat the Property isserved by the following uƟliƟes (check the appropriate boxes) public sewer system and the cost of installaƟon thereof has been fully paid, private sepƟc system, electricity, natural gas, domesƟc water, telephone, and other:
.

5. Insurance. Owner has no actual knowledge of any insurance claims filed regarding the Property during the preceding 3 years, except (if there are no excepƟons write "NONE"): .

6. Compliance With Laws. Owner has no actual knowledge of any aspect or condiƟon of the Property which violates applicable laws, rules, regulaƟons, codes, or covenants, condiƟons or restricƟons, or of improvements or alteraƟons made to the Property without a permit where one was required, or of any unfulfilled order or direcƟve of any applicable government agency or of any casualty insurance company that any work of invesƟgaƟon, remediaƟon, repair, maintenance or improvement isto be performed on the Property, except (if there are no excepƟons write "NONE"): .

7. Hazardous Substances and Mold.

A. Owner has no actual knowledge of the Property ever having been used as a waste dump, of the past or present existence of any above or below ground storage tanks on the Property, or of the current existence on the Property of asbestos, transformers containing PCB's or any hazardous, toxic or infecƟous substance whose nature and/or quanƟty of existence, use, manufacture or effect, render itsubject to Federal, state or local regulaƟon, invesƟgaƟon, remediaƟon or removal as potenƟally injurious to public health or welfare, except (if there are no excepƟons write "NONE"): .

B. Owner represents and warrantsthat it is not currently, and never has been engaged in the business of hauling waste, and never stored hazardous substances on the Property, except (if there are no excepƟons write "NONE"): .

C. Owner has no actual knowledge of the existence on the Property of hazardous levels of any mold or fungi defined astoxic under applicable state or Federal law, except (if there are no excepƟons write "NONE"): .

8. Fire Damage. Owner has no actual knowledge of any structure on the Property having suffered material fire damage, except (if there are no excepƟons write "NONE"): .

9. AcƟons, Suits or Proceedings. Owner has no actual knowledge that any acƟons, suits or proceedings are pending or threatened before any court, arbitraƟon tribunal, governmental department, commission, board, bureau, agency or instrumentality that would affect the Property or the right or ability of an owner or tenant to convey, occupy or uƟlize the Property, except (if there are no excepƟons write "NONE"): . ________ ________
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Owner has not served any NoƟces of Default on any of the tenants of the Property which have not been resolved except (if there are no excepƟons write "NONE"):
.

10. Governmental Proceedings. Owner has no actual knowledge of any exisƟng or contemplated condemnaƟon, environmental, zoning, redevelopment agency plan or other land use regulaƟon proceedings which could detrimentally affect the value, use and operaƟon of the Property, except (if there are no excepƟons write "NONE"): .

11. Unrecorded Title MaƩers. Owner has no actual knowledge of any encumbrances, covenants, condiƟons, restricƟons, easements, licenses, liens, charges or other maƩers which affect the Ɵtle of the Property that are not recorded in the official records of the county recorder where the Property is located, except (if there are no excepƟons write "NONE"): .

12. Leases. Owner has no actual knowledge of any leases, subleases or other tenancy agreements affecƟng the Property, except (if there are no excepƟons write "NONE"): .

13. OpƟons. Owner has no actual knowledge of any opƟons to purchase, rights of first refusal, rights of first offer or other similar agreements affecƟng the Property, except (if there are no excepƟons write "NONE"): .

14. Short Sale/Foreclosure. The ability of the Owner to complete a sale of the Property is conƟngent is not conƟngent upon obtaining the consent of one or more lendersto conduct a 'short sale', ie. a sale for lessthat the amount owing on the Property. (This paragraph only needs to be completed if this Property InformaƟon Sheet is being completed in connecƟon with the proposed sale of the Property) One or more of any loans secured by the Property is is not in foreclosure.

15. Energy Efficiency. The Property has has not been granted an energy efficiency raƟng or cerƟficaƟon such as one from the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED) or Seller/Lessor does not know if the Property has been granted such a raƟng or cerƟficate. Ifsuch a raƟng or cerƟficaƟon has been obtained please describe the raƟng or cerƟficaƟon and provide the name of the organizaƟon that granted it: .

16. Other. (It will be presumed that there are no addiƟonal items which warrant disclosure unless they are set forth herein): .

The statements herein will be relied upon by brokers, buyers, lessees, lenders and others. Therefore, Owner and/or the Owner's Property Manager has reviewed and modified this printed statement as necessary to accurately and completely state all the known material facts concerning the Property. To the extent such modificaƟons are not made, this statement may be relied upon as printed. This statement, however, shall not relieve a buyer or lessee of responsibility for independent invesƟgaƟon of the Property. Owner agrees to promptly noƟfy, in wriƟng, all appropriate parƟes of any material changes which may occur in the statements contained herein from the date this statement is signed unƟl Ɵtle to the Property is transferred, or the lease is executed. Signatures to this Statement accomplished by means of electronic signature or similar technology shall be legal and binding.

Date:
(fill in date of execuƟon)
OWNER
Parshotam Inc., (an S Corporation)
By:

Name Printed: Pratap P. Solanki
Title: President
Buyer/lessee hereby acknowledges receipt of a copy of this Property InformaƟon Sheet on . (Fill in date received)

BUYER/LESSEE
City of San Leandro Community Development
Department
By:

Name Printed: Tom Liao
Title: Community Development Director
AIR CRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng. ________ ________
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SELLER'S MANDATORY DISCLOSURE STATEMENT
(DO NOTUSE IN SALE OF RESIDENTIAL PROPERTIES WITH 1-4 UNITS) This Seller's Mandatory Disclosure Statement ("Disclosure") is made pursuant to the requirements of and shall be a part of the STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (See paragraph 9.1(a) thereof) or (the "Purchase Agreement") dated for reference purposes as of , regarding that certain real property commonly known as (street address, city, state, zip): 555 Lewelling Blvd., San Leandro, CA 94579, ("Property") wherein Parshotam Inc.(an S Corporation) dba Nimitz Motel is the Seller and City of San Leandro, or Assignee is the Buyer. Note: This Disclosure does not replace the Property InformaƟon Sheet published by AIR CRE ("AIR") and, unless not required by the Purchase Agreement, Seller should also provide Buyer the Property InformaƟon Sheet.

1. NATURAL HAZARDS DISCLOSURES. To make the disclosures required by California Government Code SecƟon 8589.3 (a special flood hazard area), California Government Code SecƟon 8589.4 (dam failure inundaƟon area), California Government Code SecƟons 51178 or 51179, and 51182 (very high fire hazard severity zone), California Public Resources Code SecƟons 4125, 4142 and 4291 (wildlands fire area), California Public Resources Code SecƟon 2622 (earthquake fault zone), and California Public Resources Code SecƟon 2696 (seismic hazard zone) ("Natural Hazards Disclosures"), Seller provides Buyer a natural hazards report ("Natural Hazards Report") prepared by:

AIR CRE Approved Professional Consultant: myNHD Inc., 800-814-2922, , or , , and the Natural Hazards Report is aƩached.

2. EARTHQUAKE SAFETY. If the improvements on the Property were constructed prior to 1975 and include structures with either (i) pre-cast (e.g., Ɵlt-up) concrete or reinforced masonry walls together with wood frame floors or roofs, or (ii) unreinforced masonry walls, then California Business & Professions Code §10147; Government Code §§8875.6, 8875.9, 8893.2, and 8893.3; and California Civil Code §2079.9 require Seller to provide Buyer a copy of The Commercial Property Owner's Guide to Earthquake Safety (the "Booklet") published by the California Seismic Safety Commission, available through the following link:
. Seller is not required to provide the Booklet to Buyer. Seller isrequired to provide the Booklet to Buyer, which Booklet Seller is hereby providing to Buyer.

3. FLOOD DISASTER INSURANCE. If Seller or Seller's predecessor-in-interest has previously received Federal flood disaster assistance and such assistance was condiƟoned upon obtaining and maintaining flood insurance on the Property, Federal law, i.e., 42 U.S.C. §5154a, mandates that prospecƟve purchasers be advised that they will be required to obtain and maintain such insurance on the Property and that if such insurance is not maintained and the Property is thereaŌer damaged by a flood disaster, the purchaser may be required to reimburse the Federal Government for the disaster relief provided. Buyer is hereby informed that to the best of Seller's knowledge, Federal flood disaster assistance has or has not been previously received with regard to the Property. Note: ifsuch disaster assistance has been received, the law specifies that the required noƟce be "contained in documents evidencing the transfer of ownership".

4. WATER HEATER BRACING. The Property does or does not contain one or more water heaters of 120 gallons or less. If the Property does contain one or more water heaters of 120 gallons or less, then as required by California Health and Safety Code §19211, Seller hereby cerƟfies to Buyer that all such water heaters have or have not been braced, strapped and/or anchored in accordance with law.

5. TITLE INSURANCE. If the Purchase Agreement does not provide that Buyer will be provided with Ɵtle insurance, Buyer isstrongly urged to consider purchasing Ɵtle insurance. In accordance with California Civil Code §1057.6, Buyer is advised as follows:

IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.

6. METHAMPHETAMINE LABORATORY ACTIVITY. As required by California Health and Safety Code §25400.28, Seller noƟfies Buyer that a government order idenƟfying the Property as contaminated by methamphetamine laboratory acƟvity has been received by Seller (copy of such order is aƩached), or has not been received by Seller.

7. HAZARDOUS SUBSTANCES. If the Property is non-residenƟal property, then asrequired by California Health and Safety Code §25359.7 Seller noƟfies Buyer that:

Seller neither knows nor has reasonable cause to believe that any release of hazardous substance (as such terms are defined by California Health and Safety Code §§25320 and 25316) has come to be located on or beneath the Property, or Seller knows or has reasonable cause to believe that a release of hazardous substance has come to be located on or beneath the Property.

8. WATER CONSERVING PLUMBING FIXTURES. For mulƟ-family residenƟal (containing more than one unit) and commercial properƟes built before January 1, 1994:

California Civil Code §1101.5 requires all noncompliant plumbing fixtures to be replaced before January 1, 2019 with water-conserving plumbing fixtures. As required by California Civil Code §1101.5(e), Seller discloses that the Property was built aŌer January 1, 1994 and is exempt from this statute; does include noncompliant plumbing fixtures; or does not include any noncompliant plumbing fixtures.

9. DEATH ON THE PROPERTY. Asrequired by California Civil Code §1710.2, Seller does or does not know of the death on the Property of an occupant of hƩps://www.myNHD.com
hƩps://ssc.ca.gov/forms_pubs/cog
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the Property in the three years before the date of Buyer's offer to purchase the Property per the Purchase Agreement.

10. OTHER.

Seller believes the informaƟon provided in this Disclosure by Selleris true and correct to the best knowledge of Seller as of the date of this Disclosure, but Seller states that Seller has exercised good faith in the selecƟon of a Natural Hazards Expert, Seller has not independently verified, and Seller is not obligated to verify, the informaƟon contained in the Natural Hazards Report, and makes no representaƟon or warranty as to the truth or accuracy of any informaƟon contained in the Natural Hazards Report. Buyer agreesthe Natural Hazards Report saƟsfies Seller's legal duty to make the Natural Hazards Disclosures, the provider of the Natural Hazards Report shall be deemed to be an expert dealing with maƩers within the scope of its experƟse with respect to the examinaƟon and wriƩen report regarding the Natural Hazards Disclosures, and California Civil Code §1103.4 which deals with a seller's non-liability for errors and/or omissions not within such seller's personal knowledge shall be deemed to apply to Seller.

The hazards referenced in this Disclosure may limit the ability of the owner of the Property to develop the Property, to obtain insurance, or to receive assistance aŌer a disaster. The maps on which the Natural Hazards Report are based esƟmate where natural hazards exist and are not definiƟve indicators of whether or not a property will be affected by a natural disaster. Buyer is advised to obtain professional advice regarding those hazards and other hazards that may affect the Property.

Applicable laws and the areas covered by the various natural hazard zones, etc. may change. Sellershall not be required to noƟfy Buyer if the informaƟon provided in the Natural Hazards Report becomesinaccurate as a result of any governmental acƟon, map revision, changed informaƟon, or other act or occurrence, unless Seller has actual knowledge that the informaƟon has become inaccurate. Prior to the close of escrow, Buyer may wish to again check the status of the Property. Also, Buyer is advised to verify with appropriate local governmental agencies, such as the city and/or county in which the Property islocated, to determine if they have established natural hazard zones in addiƟon to those listed above. Signaturesto this Disclosure accomplished by means of electronic signature or similar technology shall be legal and binding. This Disclosure may be executed in counterparts.

The statements herein are not intended to be full or complete disclosure of all possible impacts on Buyer and/or the Property. If a maƩer is disclosed regarding the Property, Buyer is advised to:

1. Review the enƟrety of all laws applicable to such disclosed maƩer.

2. Seek advice of counsel asto the legal consequence of any disclosed maƩers.

3. Retain appropriate consultants to review and invesƟgate the impact of allsuch disclosed maƩers.

Neither AIR CRE nor any of the brokers make any representaƟon, warranty or recommendaƟon regarding the legalsufficiency, legal effect or any other consequences of this Disclosure.

Date:

SELLER
Parshotam Inc.(an S Corporation) dba Nimitz
Motel
By:

Name Printed: Pratap P. Solanki
Title: President
Buyer acknowledges receipt of this Disclosure together with the Natural Hazards Report, the Booklet and any other documents referenced herein (as applicable) as being provided to Buyer, and agrees to the above terms and condiƟons.

Date:

BUYER
City of San Leandro, or Assignee
By:

Name Printed: Tom Liao
Title: Community Development Director
AIR CRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng. ________ ________
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EXHIBITS TO SALE
The following Furniture, Fixtures and Equipment are included in the purchase agreement: