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in the form attached hereto as Attachment 3 including its Exhibits A and B thereto. I. Escrow or Escrow Account means the escrow account established by the CITY at First American Title Company, 920 5th Avenue, Suite 1200, Seattle, WA 98104, Order No.NCS-955020-WA1. J. Title Company means First American Title Company 2. Permanent Easement Deed. Within five (5) business days after City has approved the Title Conditions (as defined below), but no later than March 3, 2023, GRANTOR shall deposit in Escrow the Grant of Easement in an executed form suitable for recordation conveying the easement from GRANTOR to CITY. As a condition to the Closing, City must approve all liens, leases, encumbrances recorded and unrecorded Assessments, taxes and exceptions contained in the Title Report issued by the Title Company for Easement Area (the "Title Conditions") and the Encumbrance Condition set forth in section 3(E) hereof must be satisfied. If the City does not approve the Title Conditions on before February 24, 2023, this Agreement shall terminate and neither party shall have any rights or remedies hereunder thereafter. 3. Purchase. A. Consideration. At least one business day prior to the Closing Date, CITY shall pay the sum of ONE HUNDRED AND TEN THOUSAND and NO/100 Dollars ($110,000.00) (the "Consideration") to the Escrow Account as consideration for the Easement, the TCE and the other covenants and obligations of Grantor under this Agreement, the Grant of Easement and the TCE. B. Deductions. The Title Company may deduct and pay from the Consideration at the Closing any amount necessary to satisfy any delinquent taxes due in any year except the year in which this escrow closes, together with penalties and interest, and/or delinquent and unpaid non-delinquent assessments, which may have become a lien at the close of escrow (the "Deductions"). C.Current taxes. Taxes for the tax year in which this escrow closes shall be cleared and paid in the manner required by Revenue and Taxation Code Section 5086 if unpaid at the close of escrow. D. Escrow and title charges. CITY agrees to pay all escrow, recording and title insurance charges, if any, incurred in this transaction. E. Clear title. The Close of escrow for this transaction, and both parties obligations under this Agreement, are conditioned upon the Title Company receiving deeds of reconveyance, for the Easement Area only, from any deed of trust or mortgage holder trustees and beneficiaries (the "Encumbrance Condition"). If the Property is secured by a mortgage(s) or deed(s) of trust, GRANTOR is responsible for payment of any demand under authority of said mortgage or deed of trust out of GRANTOR's proceeds; provided, however, such amount required to be paid by GRANTOR to satisfy the Encumbrance Condition shall not exceed the Consideration to be paid hereunder at the Closing. F. Closing. The Closing of the transactions described herein (the Closing") shall occur on or before March 31, 2023 (the "Closing Date"). In the event that and contingencies or conditions to the Closing set forth in this Agreement have not been satisfied as of the Closing Date, and the failure to satisfy any such contingencies or conditions is not due to the breach by any party of the terms of this Agreement, each party shall direct the Title Company to return all documents and funds to the party that deposited them, this Agreement shall terminate and neither party shall have any rights or remedies