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<br />ATTY/RESO.0130/CC RESO APPROVING PURCHASE AND SALE AGREEMENT OF REAL PROPERTY – EXHIBIT A <br />REV: 12-18-25 VR <br />Page 3 of 10 <br />6.2 Seller has performed all obligations to be performed by Seller pursuant to this <br />Agreement. <br /> <br />6.3 The Oversight Board has approved this Agreement and DOF has reviewed and <br />approved the Oversight Board’s action. <br /> <br />7. Seller’s Conditions. Seller's obligation to sell and convey the Property to Purchaser are <br />subject to the satisfaction of the following conditions or Seller's written waiver (in Seller’s sole <br />discretion) of such conditions on or before the Conveyance Date: <br /> <br />7.1 Purchaser has transferred the Purchase Price and Purchaser’s share of conveyance <br />costs (as detailed in Section 8) to the Successor Agency. <br /> <br />7.2 Purchaser has performed all obligations to be performed by Purchaser pursuant to <br />this Agreement. <br /> <br />7.3 The Oversight Board shall have approved this Agreement as evidenced by the <br />Oversight Board resolution referenced in Section 2.1 and DOF has reviewed and approved <br />the Oversight Board’s action. <br /> <br />8. Conveyance Costs. Conveyance costs will be allocated as follows: <br /> <br />8.1 Seller will pay all costs associated with removing any debt encumbering the <br />Property. <br /> <br />8.2 The cost of the Title Policy shall be paid in accordance with the custom and practice <br />in San Mateo County. <br /> <br />8.3 Seller and Purchaser are a public agency and therefore exempt from the payment <br />of property taxes, documentary transfer taxes pursuant to Revenue and Taxation Code <br />Section 11922, and cost of recording the Deed pursuant to Government Code Section <br />27383. <br /> <br />8.4 Any other applicable tax will be paid in accordance with the custom and practice <br />in San Mateo County. <br /> <br />9. Representations. Purchaser represents to Seller that it has made all investigations deemed <br />necessary by it with respect to the Property and that upon Conveyance, Purchaser shall accept <br />transfer of the Property in “as-is,” “where-is,” “with-all-faults” condition. <br /> <br />10. Survival. All indemnities, covenants, representations and warranties contained in this <br />Agreement shall survive Conveyance. <br /> <br />11. Governing Law. This Agreement shall be construed and interpreted in accordance with <br />the laws of the State of California. <br />8.K. - Page 9 of 105 <br />259