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1.10 Retention of Revenue from Easements. Notwithstanding the County's sale of the Properties to City, County shall retain the revenues from the fiber optic and telecommunication easement described in Paragraph 1.9. Kinder Morgan Pipeline, Inc. or its successors and assigns, will retain all revenues from the pipeline and incidental purposes easement. 1.11 Assigmnent of License Agreements. There exists on the Properties certain license agreements between the County and Hap's Restaurant, the Old Ice House, Pleasanton Specialty Cars and various cable television companies. Each of these license agreements may be terminated with 30 days written notice to the licensee. The City has reviewed each of these license agreements. County assigns to City its right, title and interest to such license agreements and City accepts same. 1.12 Exceptions to Title. County has provided to City preliminary title reports to the Properties. The City has reviewed such reports and agrees to take title subject to the exceptions listed therein. 1.13 Closing Costs. Closing costs shall be shared as follows: Each party shall pay its own attorneys' fees in connection with negotiating this Agreement and closing the escrow. City shall pay recording costs, any escrow fees, and if City chooses to acquire title insurance, the title insurance premiums associated with such insurance. County shall pay the documentary transfer taxes, if any, incurred in connection with this transaction. There will be no brokers fees or commissions paid on this transaction. An escrow has been opened at North American Title in Pleasanton, CA, Escrow #54606-709644. ARTICLE 2- "AS IS" SALE 2. "As-Is" Sale. City shall acquire the Properties in their "as-is" condition with no representations or warranties from County. ARTICLE 3 -MISCELLANEOUS 3.1 Binding on Successors. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 3.2 Dispute Resolution Procedures. The parties shall follow the procedures set forth in this section to try and resolve any disputes under this Agreement. Any party may provide written notice to the other party requesting to meet and confer on any issue of dispute. Within 15 days after delivery of such notice, the parties shall meet and confer in an effort to try and resolve the issue. The parties shall engage the services of a mediator if they are unable to resolve the issue themselves. The costs of the mediator shall be shared equally by the parties. 3.3 Attorneys' Fees. In the event of any litigation regarding the rights and obligations of the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees (including those of in-house counsel) and court costs. Prior to filing litigation, the parties will follow the dispute resolution procedures set forth in Section 3.2 of this Agreement. 5