PURCHASE AND SALE AGREEMENT AND JOINT ESCROW by svh21117

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									                                                                          Draft of 11/2/07




                         PURCHASE AND SALE AGREEMENT AND

                                  JOINT ESCROW INSTRUCTIONS

                                           between

                             THE UNITED STATES OF AMERICA

                                             and

                             ________________________________

                                       ___________, 2008

                      Approximately 8.5 Acres of Improved Real Property

                         At Camp Parks Located Near Dublin, California




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                                                       TABLE OF CONTENTS
                                                                                                                                              Page


ARTICLE 1 Purchase and Sale ............................................................................................................ 1
 1.1  The Property........................................................................................................................... 1
 1.2  Property Approved................................................................................................................. 1


ARTICLE 2 Purchase Price.................................................................................................................. 2
 2.1  Amount and Payment............................................................................................................. 2
 2.2  Administrative Costs.............................................................................................................. 2
 2.3  Liquidated Damages .............................................................................................................. 2


ARTICLE 3 Completion of Sale .......................................................................................................... 3
 3.1  Place and Date........................................................................................................................ 3


ARTICLE 4 Title and Condition .......................................................................................................... 3
 4.1  Title to the Property ............................................................................................................... 3
 4.2  Acceptance of Title ................................................................................................................ 3
 4.3  Condition of the Property ...................................................................................................... 3


ARTICLE 5 Disclosures, Covenants and Representations and Warranties ....................................... 4
 5.1  Non – Discrimination Covenant............................................................................................ 4
 5.2  Notice of the Presence of Asbestos ....................................................................................... 4
 5.3  Notice of the Possible Presence of Lead – Based Paint ....................................................... 4
 5.4  Notice of Presence of PCBs................................................................................................... 5
 5.5  Notice of Floodplains............................................................................................................. 5
 5.6  Notice of Other Items............................................................................................................. 5
 5.7  Representations and Warranties of Buyer............................................................................. 5
 5.8  Casualty Damage ................................................................................................................... 6


ARTICLE 6 Conditions Precedent....................................................................................................... 6
 6.1  NASA ..................................................................................................................................... 6
 6.2  Buyer....................................................................................................................................... 6


ARTICLE 7 Closing ............................................................................................................................. 7
 7.1  Procedure................................................................................................................................ 7
 7.2  Possession............................................................................................................................... 7
 7.3  Closing Costs.......................................................................................................................... 7
 7.4  Prorations................................................................................................................................ 7



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ARTICLE 8 General ............................................................................................................................. 7
 8.1  Notices .................................................................................................................................... 7
 8.2  Governing Law....................................................................................................................... 8
 8.3  Construction ........................................................................................................................... 8
 8.4  Terms Generally..................................................................................................................... 9
 8.5  Further Assurances................................................................................................................. 9
 8.6  Partial Invalidity..................................................................................................................... 9
 8.7  Waivers................................................................................................................................... 9
 8.8  Miscellaneous......................................................................................................................... 9
 8.9  Anti – Deficiency Act .......................................................................................................... 10

Exhibit A – Description of Property
Exhibit B – Reports
Exhibit C – Deed




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                            PURCHASE AND SALE AGREEMENT
                            AND JOINT ESCROW INSTRUCTIONS

       THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (the “Agreement”), is made as of ______________, 2008, by and between the
UNITED STATES OF AMERICA, acting by and through the National Aeronautics and Space
Administration, Ames Research Center, located at Moffett Field, California (“NASA”), and
__________________________, a ________________________(“Buyer”), with reference to the
following facts:

        A.     NASA owns that certain real property and improvements thereon commonly
known as NASA’s Camp Parks Facility and more particularly described on Exhibit A attached
hereto and incorporated herein by reference (the “Real Property”), located near the City of
Dublin, California.

         B.     In November 2005, the United States Congress passed Public Law 109 – 108 (119
Stat. 2290) (“Public Law 109 – 108”). Section 627 of Public Law 109 – 108 authorizes NASA
to sell the Real Property.

       C.      The Real Property is surrounded on three (3) sides by other real property owned
by the United States of America under the control of the U.S. Army Reserves (“USAR”)
commonly known as the U.S. Army Combat Support Training Center – Camp Parks. Pursuant to
separate authority, USAR desires to exchange a portion of its real property (the “USAR Parcel”).

       D.      NASA and USAR have jointly offered the Real Property and the USAR Parcel
pursuant to that certain Notice of Availability Real Property Exchange and Sale, dated as of
_______________, 2007 (the “NOA”). Buyer successfully offered to acquire the Real Property
and the USAR Parcel in accordance with the NOA.

       In consideration of the covenants in this Agreement, NASA and Buyer agree as follows:

                                            ARTICLE 1
                                         Purchase and Sale
       1.1     The Property. NASA agrees to sell to Buyer, and Buyer agrees to purchase from
NASA, in accordance with this Agreement, the Real Property (including the improvements
thereon and all personal property, fixtures and equipment remaining therein) together with the
easements and rights appurtenant to such Real Property, if any (all such Real Property,
easements and rights are collectively the “Property”).

        1.2    Property Approved. During the offering period, Buyer has had the opportunity to
review and investigate the physical and environmental condition of the Property, the character,
quality and general utility of the Property, the zoning, land use, environmental and building
requirements and restrictions applicable to the Property, the state of title to the Property and the
reports and other documents listed on Exhibit B attached hereto. Buyer shall be responsible for

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preparing and paying the cost of any survey of the Property required by Buyer. Buyer hereby
confirms that the Property is acceptable to Buyer and that Buyer approves the state of title to the
Property. Buyer shall indemnify and defend NASA against and hold NASA harmless from all
claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’
fees and disbursements, arising from any entry on the Property at any time by Buyer or any of
Buyer’s representatives. The foregoing indemnification covenant shall survive any termination
of this Agreement.


                                           ARTICLE 2
                                          Purchase Price
       2.1    Amount and Payment. The total purchase price for the Property shall be
_________________________________ dollars ($_________) [amount will be determined in
accordance with the NOA] (the “Purchase Price”). At the Closing (as defined in section 3.1) on
the Closing Date (as defined in section 3.1), Buyer shall pay the total purchase price for the
Property to NASA in cash in immediately available funds.

        2.2     Administrative Costs. On or before the date of this Agreement, Buyer shall pay to
NASA the sum of one hundred fifty thousand dollars ($150,000) (the “Administrative Costs”) in
cash in immediately available funds to the following address: NASA Ames Research Center,
Financial Management Division, Mail Stop 203 – 18, Moffett Field, CA 94035 – 1000. If
NASA and Buyer complete the purchase and sale of the Property in accordance with this
Agreement, the amount of the Administrative Costs shall be applied to payment of the Purchase
Price. If the purchase and sale of the Property is not so completed and this Agreement terminates
for any reason other than a default by Buyer under or a breach by Buyer of this Agreement, then
the amount of the Administrative Costs shall be returned to Buyer upon such termination of this
Agreement.

      2.3  Liquidated Damages. NASA AND BUYER AGREE THAT, IF THE
PURCHASE AND SALE OF THE PROPERTY IS NOT COMPLETED IN ACCORDANCE
WITH THIS AGREEMENT AND THIS AGREEMENT TERMINATES BECAUSE BUYER
DEFAULTS UNDER OR BREACHES THIS AGREEMENT, THE ADMINISTRATIVE
COSTS SHALL BE RETAINED BY NASA UPON TERMINATION OF THIS AGREEMENT
AS LIQUIDATED DAMAGES AND AS NASA’S SOLE REMEDY AT LAW OR IN
EQUITY. NASA AND BUYER AGREE THAT, UNDER THE CIRCUMSTANCES
EXISTING AS OF THE DATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE
DIFFICULT TO ASCERTAIN AND THE ADMINISTRATIVE COSTS ARE A
REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY NASA
IF BUYER DEFAULTS UNDER OR BREACHES THIS AGREEMENT AND FAILS TO
PURCHASE THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT.

       NASA’S INITIALS:_____ BUYER’S INITIALS:_____




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                                           ARTICLE 3
                                       Completion of Sale
        3.1    Place and Date. The purchase and sale of the Property shall be completed in
accordance with Article 8 hereof (the “Closing”). The Closing shall occur through escrow
no. ________ with the Title Company at __________ _______________, California _____, on
_______, 2008 (the “Closing Date”), or at such other place or on such other date as NASA and
Buyer agree in writing. Prior to the Closing Date, NASA and Buyer each shall give appropriate
written escrow instructions, consistent with this Agreement, to the Title Company for the
Closing in accordance with this Agreement.

                                           ARTICLE 4
                                       Title and Condition
         4.1     Title to the Property. NASA shall remise, release and quitclaim to Buyer all of
NASA’s right, title and interest in and to the Property by the duly executed and acknowledged
quitclaim deed in the form attached hereto as Exhibit C (the “Deed”), free and clear of liens,
encumbrances, leases, easements, restrictions, rights, covenants and conditions, except the
following (the “Permitted Exceptions”): (a) all matters of record, including the reservations,
restrictions, rights, covenants and conditions set forth in the Deed, (b) matters shown by a
correct survey of the Property or a physical inspection of the Property, and (c) any other matters
created, permitted or approved by Buyer. NASA shall abandon in place all personal property,
fixtures and equipment located on the Real Property as of the date of this Agreement, and Buyer,
at its cost, shall be responsible for disposing of the same.

       4.2     Acceptance of Title. Buyer’s acceptance of the Deed from NASA for the
Property at the Closing on the Closing Date shall conclusively establish that NASA conveyed the
Property to Buyer as required by this Agreement and shall discharge in full NASA’s obligations
under section 4.1 hereof with respect to title to the Property.

       4.3     Condition of the Property. Buyer is acquiring the Property “as is,” without any
covenant, representation or warranty of any kind or nature whatsoever, express or implied, and
Buyer is relying solely on Buyer’s own investigation of the Property. NASA has delivered to
Buyer a copy of the Environmental Baseline Survey No. 38 – EH – 04HW – 05, Building 121,
NASA Site, U.S. Army Combat Support Training Center – Camp Parks, Dublin (Alameda and
Contra Costa Counties), California 11 to 13 October 2005, prepared by the U.S. Army Center for
Health Promotion and Preventive Medicine (the “EBS”), containing certain environmental
information about the Property. Buyer acknowledges receipt of the EBS and confirms that
Buyer has read the EBS.




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                                            ARTICLE 5
                   Disclosures, Covenants and Representations and Warranties
       5.1     Non – Discrimination Covenant

. Buyer covenants for itself, and its successors and assigns, that Buyer and any successors and/or
assigns shall not discriminate upon the basis of race, color, religion or national origin in the use,
occupancy, sale or lease of the Property, or in their employment practices conducted thereon.
This covenant shall not apply, however, to the lease or rental of a room or rooms within a family
dwelling unit, nor shall it apply with respect to religion to premises used primarily for religious
purposes. The United States of America shall be deemed a beneficiary of this covenant without
regard to whether it remains the owner of any land or interest therein in the locality of the
Property hereby conveyed, and shall have the sole right to enforce this covenant in any court of
competent jurisdiction.

        5.2     Notice of the Presence of Asbestos. Buyer, its successors and assigns, are warned
that the Property may contain asbestos-containing materials. No warranties, either express or
implied, are given with regard to the quantity, location or condition of the asbestos-containing
material. Buyer, its successors and assigns, shall rely solely on Buyer’s own judgment in
assessing the overall condition of all or any portion of the Property, including any asbestos
hazards or concerns. Buyer acknowledges that it was given every opportunity to inspect the
Property to assess the risk, if any, from asbestos-containing material. Except as set forth in the
EBS, NASA has not tested and does not intend to test for asbestos. NASA assumes no liability
for damages for personal injury, illness, disability or death to Buyer or to its successors, assigns,
employees, invitees, or any other person subject to Buyer’s control or direction, or to any other
person, including members of the general public, arising from or incident to the purchase,
transportation, removal, handling, use, disposition or other activity causing or leading to contact
of any kind whatsoever with asbestos on the Property which occurs following the Closing Date,
whether Buyer, its successors or assigns has or have properly warned (or failed to properly warn)
the individual(s) injured. Buyer, its successors and assigns, further agree that in its use and
occupancy of the Property (including demolition of structures and other improvements), it will
comply at its expense with all Federal, State, and local laws relating to asbestos.

         5.3    Notice of the Possible Presence of Lead – Based Paint. Buyer is hereby informed
and acknowledges that, with respect to buildings on the Property and existing on the Closing
Date (“Existing Buildings”) which were constructed prior to 1978, if any, as with all such
property, a lead-based paint hazard may be present. Buyer, its successors and assigns, covenants
that they shall not permit the use of any Existing Buildings for residential habitation, or any other
long term uses (such as elementary or nursery schools) involving the presence of children, unless
and until Buyer first has eliminated the hazards of lead-based paint by treating any defective
lead-based paint surface in accordance with all applicable laws and regulations. According to
the Consumer Product Safety Commission and the President’s Council on Environmental
Quality, lead is a special hazard to small children. NASA has not tested and does not intend to
test for lead-based paint. Buyer, its successors and assigns, further agree that in its use and
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occupancy of the Property (including demolition of the Existing Buildings and other
improvements), it will comply at its expense with all Federal, State, and local laws relating to
lead – based paint.

         5.4    Notice of Presence of PCBs. Buyer is hereby informed and acknowledges that
ballasts associated with fluorescent light fixtures at the Property may contain polychlorinated
biphenyls (“PCBs”) as set forth in the EBS. Except as set forth in the EBS, NASA has not tested
and does not intend to test for PCBs. Buyer, its successors and assigns, further agree that in its
use and occupancy of the Property (including demolition of structures and other improvements),
it will comply at its expense with all Federal, State, and local laws relating to PCBs.

       5.5     Notice of Floodplains. A portion of the Property, located in the southeastern
corner of the Property, is located within the 100-year flood plain of the Chabot Canal. Activities
contemplated for this portion of the Property by Buyer, its successors and assigns are subject to
any and all Federal, State and local laws, rules and ordinances governing land use in floodplain
areas.

       5.6     Notice of Other Items. The EBS discloses various other items that may present
hazards, including the presence of creosoted timbers, cleaning chemicals in the janitors closet
and the prior existence of a railroad track spur on the Property. Except as set forth in the EBS,
NASA has not tested and does not intend to test for substances associated with any of these
items. Buyer, its successors and assigns, further agree that in its use and occupancy of the
Property (including demolition of structures and other improvements), it will comply at its
expense with all Federal, State, and local laws relating to the presence of such substances and
items.

       5.7     Representations and Warranties of Buyer. The representations and warranties of
Buyer in this section 5.7 are a material inducement for NASA to enter into this Agreement.
NASA would not sell the Property to Buyer without such representations and warranties of
Buyer. Such representations and warranties shall survive the Closing. Buyer represents and
warrants to NASA as of the date of this Agreement as follows:

        (a)     Buyer is a [corporation/limited partnership/limited liability company] duly
incorporated and organized and validly existing and in good standing under the laws of the State
of _____________. [Buyer is duly qualified to do business and is in good standing in the
State of California.] Buyer has full [corporate] power and authority to enter into this
Agreement and to perform this Agreement. The execution, delivery and performance of this
Agreement by Buyer have been duly and validly authorized by all necessary action on the part of
Buyer and all required consents or approvals have been duly obtained. This Agreement is a
legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its
terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws affecting the rights of creditors generally.

       (b)     Buyer has not dealt with any real estate broker or finder in connection with the
purchase of the Property from NASA or this Agreement.


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Buyer shall use reasonable efforts, in good faith and with diligence, to cause all of the
representations and warranties made by Buyer in this section 5.7 to be true and correct on and as
of the Closing Date. If any such representation and warranty is not true and correct on and as of
the Closing Date, then prior to the Closing Date Buyer shall deliver to NASA a written
certification of Buyer’s representations and warranties with only such exceptions therein as are
necessary to reflect facts or circumstances arising between the date of this Agreement and the
Closing Date which make any such representation or warranty untrue or incorrect on and as of
the Closing Date. Buyer shall indemnify and defend NASA against and hold NASA harmless
from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable
attorneys’ fees and disbursements, that may be suffered or incurred by NASA if any
representation or warranty made by Buyer in section 5.7 was untrue or incorrect in any respect
when made or that may be caused by any breach by Buyer of any such representation or
warranty.

        5.8     Casualty Damage. Buyer intends to demolish all of the improvements on the
Property after the Closing Date. Accordingly, if the improvements on the Property are damaged
before the Closing Date, neither party shall have any obligation to repair the damage or to restore
the Property, nor shall either have any right to terminate this Agreement, and Buyer shall
nevertheless acquire the Property in its “As Is” condition following such damage on the Closing
Date.

                                            ARTICLE 6
                                       Conditions Precedent
        6.1     NASA. The obligations of NASA under this Agreement are subject to
satisfaction of all of the conditions set forth in this section 6.1. NASA may waive any or all of
such conditions in whole or in part but any such waiver shall be effective only if made in writing.
After the Closing, any such condition that has not been satisfied shall be treated as having been
waived in writing. No such waiver shall constitute a waiver by NASA of any of its rights or
remedies if Buyer defaults in the performance of any covenant or agreement to be performed by
Buyer under this Agreement or if Buyer breaches any representation or warranty made by Buyer
in this Agreement. If any condition set forth in this section 6.1 is not fully satisfied or waived in
writing by NASA, this Agreement shall terminate, but without releasing Buyer from liability if
Buyer defaults in the performance of any such covenant or agreement to be performed by Buyer
or if Buyer breaches any such representation or warranty made by Buyer before such
termination.

       On the Closing Date, Buyer shall not be in default in any material respect in the
performance of any covenant to be performed by Buyer under this Agreement.

         6.2    Buyer. The obligations of Buyer under this Agreement are subject to satisfaction
of all of the conditions set forth in this section 6.2. Buyer may waive any or all of such
conditions in whole or in part but any such waiver shall be effective only if made in writing.
After the Closing, any such condition that has not been satisfied shall be treated as having been
waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or
remedies if NASA defaults in the performance of any covenant or agreement to be performed by
NASA under this Agreement or if NASA breaches any representation or warranty made by
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NASA in this Agreement. If any condition set forth in this section 6.2 is not fully satisfied or
waived in writing by Buyer, this Agreement shall terminate, but without releasing NASA from
liability if NASA defaults in the performance of any such covenant or agreement to be
performed by NASA or if NASA breaches any such representation or warranty made by NASA
before such termination.

       (a)    On the Closing Date, NASA shall not be in default in any material respect in the
performance of any covenant to be performed by NASA under this Agreement.

        (b)    On the Closing Date, the Title Company shall be prepared to issue to Buyer a
California Land Title Association Standard Coverage Policy of title insurance, with liability in
the amount of the Purchase Price, insuring Buyer that fee title to the Property is vested in Buyer
subject only to the Permitted Exceptions.

                                           ARTICLE 7
                                             Closing
       7.1    Procedure. NASA and Buyer shall cause the following to occur at the Closing on
the Closing Date:

       (a)     The Deed for the Property, duly executed and acknowledged by NASA, shall be
recorded in the Official Records of Alameda County.

        (b)     The Title Company shall issue to Buyer the title insurance policy described in
section 6.2(b).

       7.2    Possession. NASA shall transfer possession of the Property to Buyer on the
Closing Date.

        7.3    Closing Costs. Buyer shall pay all closing costs and title premiums in connection
with the conveyance of the Property including Buyer documentary transfer tax in respect of the
Deed (if applicable), any city conveyance tax in respect of the Deed, the premium for the title
insurance policy described in section 6.2(b), the escrow fee charged by the Title Company, and
the recording fee for the Deed.

        7.4    Prorations. At the Closing on the Closing Date, the current utilities and other
current operating and maintenance expenses of the Property shall be prorated between NASA
and Buyer as of the Closing Date on the basis of a thirty-day month.


                                           ARTICLE 8
                                             General
       8.1      Notices. All notices and other communications under this Agreement shall be
properly given only if made in writing and either (i) sent via facsimile to the party at the
facsimile number set forth in this section 8.1 (or such other facsimile number as such party may
designate by notice to the other party) with a copy of such notice mailed to the party by first
class mail on the same day, or (ii) mailed by certified mail, return receipt requested, postage
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prepaid, or delivered by hand (including messenger or recognized delivery, courier or air express
service) to the party at the address set forth in this section 8.1 (or such other address as such
party may designate by notice to the other party). Such notices and other communications shall
be effective on the date of receipt (evidenced by a facsimile machine-generated confirmation of
receipt or the certified mail receipt) if sent via facsimile or if mailed, or on the date of hand
delivery if hand delivered. If any such notice or communication is not received or cannot be
delivered due to a change in the facsimile number or the address of the receiving party of which
notice was not previously given to the sending party or due to a refusal to accept by the receiving
party, such notice or other communication shall be effective on the date delivery is attempted.
Any notice or other communication under this Agreement may be given on behalf of a party by
the attorney for such party. The addresses and facsimile numbers of the parties are:

If to NASA:                                           If to Buyer:

National Aeronautics and Space Administration
Ames Research Center
Mail Stop 213 – 8
Moffett Field, CA 94035 – 1000
Attn: Mr. Timothy Gafney                              Attn:
Telephone: (650) 604 – 6405                           Telephone:
Facsimile: (650) 604 – 4984                           Facsimile:

With a copy to:                                       With a copy to:

National Aeronautics and Space Administration
Ames Research Center
Mail Stop 202A – 4
Moffett Field, CA 94035 – 1000
Attn: Mark A. Beskind, Esq.                           Attn:
Telephone: (650) 604 – 4794                           Telephone:
Facsimile: (650) 604 – 2767                           Facsimile:


        8.2     Governing Law. United States Federal law governs this Agreement for all
purposes, including determining the validity of the Agreement, the meaning of its provisions, and
the rights, obligations and remedies of the Parties.


        8.3     Construction. NASA and Buyer acknowledge that each party and its counsel
have reviewed and revised this Agreement and that the rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any document executed and delivered by either party in
connection with the transactions contemplated by this Agreement. The captions in this
Agreement are for convenience of reference only and shall not be used to interpret this
Agreement.


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       8.4     Terms Generally. The defined terms in this Agreement shall apply equally to
both the singular and the plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The term
“person” includes individuals, corporations, partnerships, trusts, other legal entities,
organizations and associations, and any government or governmental agency or authority. The
words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation.” The words “approval,” “consent” and “notice” shall be deemed to be
preceded by the word “written.”

        8.5    Further Assurances. From and after the date of this Agreement, NASA and Buyer
agree to do such things, perform such acts, and make, execute, acknowledge and deliver such
documents as may be reasonably necessary or proper and usual to complete the transactions
contemplated by this Agreement and to carry out the purpose of this Agreement in accordance
with this Agreement.

        8.6     Partial Invalidity. If any provision of this Agreement is determined by a proper
court to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall
not affect the other provisions of this Agreement and this Agreement shall remain in full force
and effect without such invalid, illegal or unenforceable provision.

       8.7     Waivers. No waiver of any provision of this Agreement or any breach of this
Agreement shall be effective unless such waiver is in writing and signed by the waiving party
and any such waiver shall not be deemed a waiver of any other provision of this Agreement or
any other or subsequent breach of this Agreement.

         8.8    Miscellaneous. The Exhibits attached to this Agreement are made a part of this
Agreement. Neither NASA nor Buyer shall make any public announcement of this Agreement
or the transactions contemplated by this Agreement without the prior consent of the other, unless
any such announcement is reasonably necessary to comply with applicable law. Buyer shall not
assign or transfer this Agreement, or any interest in or part of this Agreement, without the prior
consent of NASA, which consent may be given or withheld in NASA’s sole and absolute
discretion. No such assignment or transfer shall release Buyer from any obligation or liability
under this Agreement. Subject to the foregoing, this Agreement shall benefit and bind NASA
and Buyer and their respective personal representatives, heirs, successors and assigns. Time is of
the essence of this Agreement. This Agreement may be executed in counterparts, each of which
shall be an original, but all of which shall constitute one and the same Agreement. This
Agreement may not be amended or modified except by a written agreement signed by NASA
and Buyer. This Agreement constitutes the entire and integrated agreement between NASA and
Buyer relating to the conveyance of the Property and supersedes all prior agreements,
understandings, offers and negotiations, oral or written, with respect to the conveyance of the
Property. The representations, warranties, covenants and agreements set forth in this Agreement
shall survive the Closing.




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        8.9    Anti – Deficiency Act. NASA's ability to perform its obligations under this
Agreement is subject to the availability of appropriated funds. Nothing in this Agreement
commits the United States Congress to appropriate funds for the purposes stated herein (pursuant
to the Anti-Deficiency Act, 31 U.S.C. §1341).

        IN WITNESS WHEREOF, NASA and Buyer have executed this Agreement as of the
date first hereinabove written.

NASA:                                            BUYER:

UNITED STATES OF AMERICA, Acting By              _____________________________, a
and Through the Administrator of the             ___________________________
NATIONAL AERONAUTICS AND SPACE
ADMINISTRATION



By: _________________________________            By: _______________________________
Its: _________________________________           Its: _________________________________




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                                         EXHIBIT A

                                  DESCRIPTION OF PROPERTY

                                       [To Be Inserted]




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                                            EXHIBIT B

                                              Reports

1.     Purchase and Sale Agreement and Joint Escrow Instructions (labeled on the fedteds website
       as “NASA 1”)

2.     Preliminary Report, dated as of January 8, 2007 (order no. NCS – 240693 – SC), prepared
       by First American Title Insurance Company (NASA 2)

3.     The document recorded on March 12, 1936 in Book 3292, Page 238, Official Records of
       Alameda County, California (NASA 3)

4.     The document recorded on May 8, 1945, Series No. SS-28787, in Book 4705, Page 246,
       Official Records of Alameda County, California (NASA 4)

      5. Record of Survey No. 2031, A Portion of Camp Parks as Shown on Record of Survey
      No. 1932 (29 RS 52-60), by Towill Surveying, Mapping and GIS Services, October, 2005
      (NASA 5)


      6. Aerial Photo, September, 2006 (NASA6)


      7. Environmental Baseline Survey No. 38 – EH – 04HW – 5, Building 121, NASA Site,
      U.S. Army Combat Support Training Center – Camp Parks, Dublin (Alameda and Contra
      Costa Counties), California, 11 to 13 October, 2005, prepared by the U.S. Army Center for
      Health Promotion and Preventative Medicine (NASA 7)

8.     Implementation Report, Camp Parks, Dublin, CA Building 121 Soil Remediation,
       Prepared by ISSi for NASA Ames Research Center, October, 2006 (NASA 8)

9.     Determination of National Register of Historic Places Eligibility, Building 121, Camp
       Parks Regional Training Center, Donaldson/Venter Letter dated December 21, 2006
       (NASA 9)

10.    Draft Finding of Suitability for Transfer, NASA Warehouse, Building 121, Dublin, CA,
       NASA-Ames Environmental Services Division, February, 2007 (NASA 10)




Camp Parks Pch Agmt Dr 3 110207
                                                -1-
                                                                                   Draft of 11/2/07


                                           EXHIBIT C

RECORDING REQUESTED BY:

NASA Ames Research Center
Facilities Engineering Branch
ATTN: Timothy Gafney
Mail Stop 213 – 8
Moffett Field, CA 94035-1000

WHEN RECORDED, MAIL TO:

_______________________
_______________________
_______________________
_______________________



                                               (Space Above This Line For Recorder's Use Only)


                                      QUITCLAIM DEED

THIS QUITCLAIM DEED is made as of the ____day of ___________, 2008 between the
UNITED STATES OF AMERICA (“GRANTOR”), acting by and through the Administrator of
the National Aeronautics and Space Administration (“NASA”), under and pursuant to the powers
and authority contained in the provisions of Section 627 of Public Law 109 – 108 (“SECTION
627”), which is incorporated herein by this reference, and Section 203(c)(5) of the National
Aeronautics and Space Act of 1958, as amended (the “SPACE ACT”) (42 U.S.C. §2473(c)(5)),
and _______________________, a ______________________________ (“GRANTEE”).

GRANTOR, for good and adequate consideration, hereby remises, releases and quitclaims unto
GRANTEE, and to its successors and assigns, all of GRANTOR’s right title and interest in that
certain real property known as NASA’s Building 121 Site at Camp Parks, located near Dublin,
California, consisting of approximately 8.47 acres of real property situated in the County of
Alameda, State of California more particularly described on Exhibit A attached hereto and
incorporated herein by reference (the “PROPERTY”). The PROPERTY also includes
GRANTOR’s right, title and interest in all improvements on the PROPERTY, all personal
property, fixtures and equipment located therein, and all appurtenant easements and water rights
relating to or affecting the PROPERTY.

GRANTOR HEREBY RESERVES unto itself, its successors and assigns, and by acceptance
of this instrument and as further consideration for this conveyance, GRANTEE covenants and
agrees for itself, its successors and assigns as follows, all of which shall be covenants running
with the land, and the conveyance is subject to the following:

Camp Parks Pch Agmt Dr 3 110207
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1.     CONDITION OF PROPERTY. The PROPERTY is conveyed “As Is” and “Where Is”
       without representation, warranty or guaranty of any kind (except as expressly stated
       below in Paragraph 3), as to any matter related to the conveyance including, but not
       limited to, the quantity, quality, character, condition (including patent and latent defects),
       size, habitability or kind of the PROPERTY or any structures or fixtures attached to the
       PROPERTY or that the same is in a condition or fit to be used for the purpose for which
       intended by GRANTEE. GRANTEE covenants that GRANTEE has inspected, is aware
       of, and accepts the condition and state of repair of the PROPERTY, and agrees that
       GRANTOR has not made any representation, warranty or guaranty (except as expressly
       stated below in Paragraph 3) concerning the condition of the PROPERTY.


2.     THIS CONVEYANCE IS MADE SUBJECT TO all covenants, reservations,
       easements, restrictions, leases and rights, recorded or unrecorded for public roads,
       highways, streets, railroads, power lines, telephone lines and equipment, pipelines,
       drainage, sewer and water mains and lines, public utilities, and other rights-of-way,
       including but not limited to the specific easements, reservations, rights and covenants
       described herein, or disclosed of record or indicated by any facts which a physical
       inspection or accurate survey of the PROPERTY may disclose.


3.     HAZARDOUS SUBSTANCE ACTIVITY.

       (a)     NOTICE. Pursuant to Section 120(h)(3)(A)(i) of the Comprehensive
               Environmental Response, Compensation and Liability Act of 1980, as amended
               (“CERCLA”)(42 U.S.C. §9620(h)(3)(A)(i)), and based upon the Environmental
               Baseline Survey No. 38 – EH – 04HW – 05, Building 121, NASA Site, U.S.
               Army Combat Support Training Center – Camp Parks, Dublin (Alameda and
               Contra Costa Counties), California 11 to 13 October 2005, prepared by the U.S.
               Army Center for Health Promotion and Preventive Medicine (“EBS”), and the
               Final Finding of Suitability for Transfer, NASA Warehouse, Building 121,
               Location Camp Parks, Dublin, CA, dated August 2007 (“FOST”), and a complete
               search of agency files, GRANTOR gives notice that the EBS and FOST describe:
               (1) the type and quantity of hazardous substances that were known to have been
               released or disposed of or stored for one year or more on the PROPERTY; (2) the
               time such storage, release or disposal took place; and (3) a description of remedial
               action taken, if any.


       (b)     CERCLA COVENANT. Pursuant to Section 120(h)(3)(A)(ii) of CERCLA (42
               U.S.C. §9620(h)(3)(A)(ii)), GRANTOR warrants that all remedial action
               necessary to protect human health and the environment with respect to any such
               substance remaining on the PROPERTY has been taken before the date of this
               conveyance. GRANTOR warrants that it shall take any additional remedial action
               found to be necessary after the date of this conveyance regarding hazardous
               substances located on the PROPERTY on the date of this conveyance.
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                                                 -2-
                                                                                    Draft of 11/2/07



       (1)     This covenant shall not apply:
             (a)
             (b) (i) in any case in which GRANTEE, its successor(s) or assign(s), or any
                 successor in interest to the PROPERTY or part thereof is a Potentially
                 Responsible Party with respect to the PROPERTY immediately prior to the date
                 of this conveyance; OR
             (c)
             (d) (ii) to the extent but only to the extent that such additional response action or
                 part thereof found to be necessary is the result of an act or failure to act of
                 GRANTEE, its successor(s) or assign(s), or any party in possession after the
                 date of this conveyance that either:

             (e)         (A)    results in a release or threatened release of a hazardous substance
                   that was not located on the PROPERTY on the date of this conveyance; OR
             (f)
                   (g) (B) causes or exacerbates the release or threatened release of a hazardous
                   substance the existence and location of which was known and identified to the
                   applicable regulatory authority as of the date of this conveyance.

        (2) In the event GRANTEE, its successor(s) or assign(s), seeks to have GRANTOR
            conduct any additional response action, and, as a condition precedent to
            GRANTOR incurring any responsibility for additional response, GRANTEE, its
            successor(s) or assign(s), shall provide GRANTOR 45 days written notice of such a
            claim. In order for the 45-day period to commence, such notice must be delivered
            in accordance with Paragraph 3(a) above and must include credible evidence that:
            (h)
            (i) (i) the associated contamination existed prior to the date of this conveyance;
                and

   (ii) the need to conduct any additional response action or part thereof was not the result of
   any act or failure to act by GRANTEE, its successor(s) or assign(s), or any party in
   possession.


       (c)     ACCESS. GRANTOR reserves a right of access to all portions of the
               PROPERTY for environmental investigation, remediation or other corrective
               action. This reservation includes the right of access to and uninterrupted use of
               utilities at reasonable cost to GRANTOR. These rights shall be exercisable in any
               case in which a remedial action, response action or corrective action is found to
               be necessary, or in which access is necessary to carry out a remedial action,
               response action, or corrective action on the PROPERTY or adjoining property.
               Pursuant to this reservation, GRANTOR, and its officers, agents, employees,
               contractors and subcontractors shall have the right (upon reasonable advance
               written notice to the record title owner) to enter upon the PROPERTY and
               conduct investigations and surveys, to include drilling, test-pitting, borings, data
Camp Parks Pch Agmt Dr 3 110207
                                                  -3-
                                                                                  Draft of 11/2/07


               and records compilation and other activities related to environmental
               investigation, and to carry out remedial or removal actions as required or
               necessary, including but not limited to the installation and operation of monitoring
               wells and pumping wells, and accumulation of remediation wastes and removal of
               remediation wastes for disposal at offsite locations. Any such entry, including
               such activities, responses or remedial actions, shall be coordinated with record
               title owner and shall be performed in a manner that minimizes interruption with
               activities of authorized occupants.


4.     GRANTEE COVENANTS that, except as expressly provided to the contrary in this
       Deed or in SECTION 627, the conveyance of the PROPERTY hereunder is made and
       accepted on the basis that this Deed does not grant or convey to GRANTEE any right to
       use, license, easement, servitude or usufruct for any purpose, by necessity or otherwise,
       express or implied, on, over or under any other property of GRANTOR or of third parties
       (other than the PROPERTY). By acceptance of this conveyance, GRANTEE covenants
       for itself and its successors and assigns that except as expressly provided to the contrary
       in this Deed or in SECTION 627, no right or interest over other property of GRANTOR
       will ever be asserted by reason of this conveyance to GRANTEE.


5.     FAILURE OF GRANTOR to insist in any one or more instances upon complete
       performance of the terms, covenants, restrictions or conditions of this Deed shall not be
       construed as a waiver of, or a relinquishment of GRANTOR’s right to the future
       performance of any of those terms, covenants or conditions and GRANTEE’s obligations
       with respect to such future performance shall continue in full force and effect.


6.     GRANTEE AND GRANTOR COVENANT that any and all covenants described in
       this Deed shall run with the land and bind GRANTEE and any successors and assigns of
       GRANTEE to the restrictions, agreements and promises made in such covenants in
       perpetuity. GRANTOR shall be deemed to be a beneficiary of all covenants and
       warranties, except with respect to those found in Paragraph 3(b), without regard to
       whether it remains the owner of any land or interest therein in the locality of the
       PROPERTY hereby conveyed, and shall have the sole right to enforce these covenants
       and warranties in any court of competent jurisdiction.




Camp Parks Pch Agmt Dr 3 110207
                                                -4-
                                                                                Draft of 11/2/07



SAID PROPERTY transferred by this Quitclaim Deed was duly determined to be suitable for
disposal pursuant to the powers and authority contained in the provisions of SECTION 627 and
the SPACE ACT.

IN WITNESS WHEREOF, GRANTOR has caused this Quitclaim Deed to be executed as of
the day and year first written above.

UNITED STATES OF AMERICA, acting by and
through the ADMINISTRATOR OF THE NATIONAL
AERONAUTICS AND SPACE ADMINISTRATION


By:_________________________________________
    Director, Ames Research Center



STATE OF CALIFORNIA           )
                              ) ss:
County of Santa Clara         )

On this ____ day of _____________, 2008, before me, ___________________________, the
undersigned Notary Public, personally appeared _____________________________, the
Director for the National Aeronautics and Space Administration, Ames Research Center, Moffett
Field, California, personally known to me to be the person whose name is subscribed on the
document and who acknowledged to me that he executed the same in his authorized capacity,
and that by his signature on the instrument on behalf of the United States of America, acting by
and through the National Aeronautics and Space Administration, executed the instrument.

WITNESS my hand and official seal.
(S E A L)
                         _______________________________________________
                         Notary Public, in and for the City of __________, State of
                         California

My commission expires _______




Camp Parks Pch Agmt Dr 3 110207
                                              -5-
                                                                      Draft of 11/2/07


                                            EXHIBIT A

                                  Legal Description of the Property

                                          [To be inserted]




Camp Parks Pch Agmt Dr 3 110207
                                                 -6-

								
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