AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS ARTICLE 1

! I AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS ARTICLE 1 1. Partes 1.1. Ths Agreement of Purchase and Sale of Real Property and Escrow Instructons (the "Agreement"), dated s entered nto by and between the BIG PINE VOLUNTEER FIRE PROTECTION DISTRICT, as Buyer ( Buyer")* and the CITY OF LOS ANGELES DEPARTMENT OF WATER AND POWER, as Seller ( Seller ). I ARTICLE 2 2. Rectals Seller s the owner of real property located n the County of Inyo, State of Calforna, dentfed as Assessor s Parcel Number 03-210-38 and a porton of Assessor s Parcel Number 03-210-37, consstng of approxmately 1.017 acres of land as further descrbed accordng to the legal descrpton set forth on Exhbt A. attached hereto and ncorporated by ths reference, and the block buldng thereon (collectvely, the "Property"). 2,1. 2.2, 2.3. Buyer has leased the Property for the past 45 years for ts operaton of the Bg Pne Volunteer Fre Department. The Property s beng sold wthout water rghts and Seller wll retan all water, ol and mneral rghts to the Property, J 2.4. Buyer ntends to contnue to operate the Bg Pne Volunteer Fre Department on the Property.! 2.5. The Property s mproved wth a block buldng, a metal buldng, and an asphalt parkng area. Except for the block buldng, all other Improvements and related personal property are,the property of Buyer and are not beng sold by ths Agreement. Seller apprased the Property and determned the far market value to be $155,000. 2.6. f- 2.7. MWH Amercas, Inc., conducted Phase I and Phase II Envronmental Ste Assessments (collectvely, "ESA Reports ) on January 26, 2011, and February 24, 2011, respectvely. The partes agree that the fndngs stated n the ESA Reports wll serve as the baselne for the envronmental Page 1 of 22

condton of the Property at the tme of sale. 2.8. In consderaton of the foregong and of the benefts whch wll accrue to the partes hereto n carryng out the terms and condtons of ths Agreement, t s understood and agreed by and between the partes as follows n Artcles 3 through 12: ARTICLE 3 3. Purchase Prce 3.1. The purchase prce ( Purchase Prce' ) for the Property s One-Hundred Ffty Fve Thousand Dollars ($155,000), 3.1:1. The Purchase Prce wll not be changed to nclude or deduct any costs to Buyer or Seller related to ths Transacton. Each party s responsble for any costs or attorney s fees related to revew of ths Agreement or ths Transacton. ARTICLE 4 4. Defntons 4.1, Agreement s defned n Secton 1.1. 4.2. 4.3. 4.4. 4.5. 4.6. 4.7. 4.8. 4.9. Apprasal s defned as an opnon of value. Busness Day means a day other than a Saturday, Sunday, or Calforna State holday. Cty s defned as the Cty of Los Angeles. Cty Approval s as defned n Secton 8.2.1. Clams means any and all lens, clams of len, suts, actons, causes of acton, clams, charges, costs, fees (ncludng, wthout lmtaton, attorneys fees and consultants fees), assessments, labltes, damages, demands, judgments; fnes, penaltes, or losses of any knd or nature whatsoever, whether known or unknown, fxed or contngent.. Closng s defned as a meetng of the partes to a real estate transacton held to execute and/or delver mortgage, ttle, and escrow documents, the Purchase Prce, and other funds, ncludng wthout lmtaton, the documents and funds as descrbed n Artcle 9. Closng Condtons are defned n Artcle 8. Closng Date s defned n Secton 9.2. Page 2 of 22

4.10. Consent means the consent or approval of, or notce to or flng wth, any Person or Governmental Entty. 4.11. Deed s defned n Secton 9.3.1. 4.12. Effectve Date s defned as the date the Agreement s fully executed by both partes. 4.13. Envronmental Laws mean any and all exstng or herenafter adopted or amended federal, state, or local statutes, common law, ordnances, regulatons, rules, orders, decrees, or governmental polces regulatng, relatng to, or mposng lablty (ncludng, but not lmted to, response, removal, and remedaton costs) or standards of conduct or performance concernng the natural envronment, polluton control, Hazardous Substances, or toxc, dangerous, restrcted, or desgnated substances, wastes, or materals. Envronmental Laws nclude, wthout lmtaton, the followng federal and state laws, amendments thereto, and all regulatons, rules, orders, decrees, and governmental polces promulgated thereunder: (a) the Comprehensve Envronmental Response, Compensaton, and Lablty Act (commonly referred to as CERCLA or Superfund), 42 U.S.C. 9601, et seq.; (b) the Resource Conservaton and Recovery Act (commonly referred to as RCRA), 42 U.S.CI 6901, et seq.; (c) the Federal Water Polluton Control Act (commonly referred to as the Clean Water Act), 33 U.S.C. 1251, et seq.; (d) the Clean Ar Act, 42 U.S.C. 7401, et seq. (e) the Hazardous Materals Transportaton Act, 49 U.S.C. 5101, et seq.; (f) the Toxc Substances Control Act, 15 U.S.C. 2601, et seq. (commonly referred to as TSCA); (g) the Federal Insectcde, Fungcde, and Rodentcde Act (commonly referred to as FI FRA), 7 U.S.C. 136, et seq.; (h) the Emergency Plannng and Communty Rght-to-Know Act (commonly referred to as EPCRA), 42 U.S.C. 11001, et seq.; () the Atomc Energy Act and Low-Level Radoactve Waste Polcy Amendments Act, 42 U.S.C. 2011, et seq.; 0) the Nuclear Waste Polcy Act, 42 U.S.C. 10101, etseq. (commonly referred to as NWPA); (k) the Porter-Cologne Water Qualty Control Act, Calforna Water Code 13000, et seq.; (I) the Carpenter-Presley-Tanner Hazardous Substance Account Act (commonly referred to as HSAA), Calforna Health and Safety Code 25300, et seq.; (m) the Safe Drnkng Water and Toxc Enforcement Act (commonly referred to as Proposton 65), Calforna Health and Safety Code 25249.5, et seq,; (n) the Calforna Hazardous Waste Control Law, Calforna Health and Safety Code 25100, et seq.; (o) Calforna s hazardous materals release response plan and nventory laws set forth n Calforna Health and Safety Code 25500, et seq.; and (p) Calforna s underground storage of hazardous substances laws set forth n Calforna Health and Safety Code 25280, et seq. jj Page 3 of 22

4.14. EPA means the Unted States Envronmental Protecton Agency. 4.15. 4.16. 4.17. 4.18. 4.19. 4.20. 4.21. Escrow Holder s Inyo-Mono Ttle Company. Exceptons are defned as any encumbrance, reservaton, or lmtaton on the ttle or Property. Fre Department Approval s defned as approval by the Bg Pne Volunteer Fre Protecton Dstrct Board of Drectors. Governmental Entty means any entty or body exercsng executve, legslatve, judcal, regulatory, or admnstratve functons of or pertanng to federal, state, local, or muncpal government, ncludng any department, commsson, board, agency, bureau, subdvson, nstrumentalty, offcal, or other regulatory, admnstratve or judcal authorty thereof, ncludng any authorty or other quas-governmental entty establshed by a Governmental Entty to perform any of such functons. Hazardous Substance means (a) any substance, product, waste, or other materal of any nature that s or becomes lsted, regulated, or addressed under any Envronmental Law; (b) any substance, product, waste, or other materal of any nature that may gve rse to lablty under any Envronmental Law or under any other statutory or common-law tort theory; (c) any substance, product, waste, or other materal that s explosve, corrosve, nfectous, radoactve, carcnogenc, mutagenc, or otherwse hazardous to human health or the envronment and s regulated by a Governmental Entty as a hazardous materal; (d) petroleum, ncludng crude ol or any fracton thereof, natural gas, natural gas lquds, lquefed natural gas, and synthetc gas useable for fuel, and any mxture thereof; (e) asbestos; (f) polychlornated bphenyls; (g) urea formaldehyde foam nsulaton; (h) fossl fuel combuston wastes, ncludng fly ash waste, bottom ash waste, slag waste, and flue gas emsson control waste; () sold wastes resultng from the extracton and processng of ore; (j) cement kln dust wastes; (k) lead, arsenc, mercury, chromum, and other metals; (l) volatle organc compounds and sem-volatle organc compounds; (m) polycyclc/polynuclear aromatc hydrocarbons; (n) perchlorate; and (o) radon gas. Improvement s defned as a buldng or other relatvely permanent structure or development located on, or attached to, land. Indemntees means Seller, the Board of Water and Power Commssoners of the Department of Water and Power of the Cty of Los Angeles, the Cty, and all of ther respectve offcers, agents, employees, nsurers, successors, and assgns. j Page 4 of 22

4.22. Lease s defned as a contract n whch the rghts to use and occupy land or structures are transferred by the owner to another for a specfed perod of tme n return for a specfed rent. 4.23. 4.24. 4.25. Personal Property s defned as al tangble property that s not classfed as real estate. Prelmnary Report s defned n Secton 5.1. Property s defned n Secton 2.1, 4.26. Purchase Prce s defned n Secton 3.1. 4.27. Release of Hazardous Substances means any spllng, leakng, pumpng, pourng, emttng, emptyng, dschargng, njectng, escapng, leachng, dumpng, or dsposng nto groundwater, surface water, sol, sol vapor, or ar, or otherwse nto the envronment, as well as contnung mgraton through groundwater, surface water, sol, sol vapor, or ar, or otherwse through the envronment. 4.28. Tax means any and all taxes mposed by a Governmental Entty, ncludng charges for federal, state, local or foregn net or gross ncome, gross recepts, net proceeds, sales, use, ad valorem, franchse, wthholdng, payroll, employment, excse, property, deed, stamp, alternatve or add-on mnmum, envronmental, profts, wndfall profts, transacton, lcense, servce, occupaton, severance, transfer, unemployment, socal securty, workers compensaton, captal, premum and other Taxes, assessments, customs, dutes, fees, leves or other governmental charges of any nature whatever, whether dsputed or not, together wth any nterest, penaltes, addtons to Tax or addtonal amounts wth respect thereto, excludng n all cases any expense related to any Permt. 4.29. Ttle Company s Inyo-Mono Ttle Company. 4.30. Ttle Objecton s defned n Secton 5.3.1. 4.31. Transacton s defned as the purchase of the Property. ARTICLE 5 5. Buyer s Contngences 5.1. Prelmnary Report. Buyer wll obtan a prelmnary ttle report ( Prelmnary Report ) dated no earler than nnety (90) days before the Closng Date coverng the Property, together wth a legble copy of all Exceptons shown n the Prelmnary Report, ncludng each document, map, and survey referred to n the Prelmnary Report. Page 5 of 22

5.2. 5.3. Envronmental Assessment Report. Buyer acknowledges recept of the ESA Reports dated January 26, 2011, and February 24, 2011, by MWH Amercas, Inc. Approval of Ttle. Buyer s oblgaton to purchase the Property s expressly condtoned on Buyer s approval of the condton of ttle of the Property n accordance wth the followng procedure: 5.3.1. Buyer s Approval of Prelmnary Report. Buyer wll have twenty-one (21) days after ssuance to revew the Prelmnary Report and to delver wrtten notce of any objecton to the matters dsclosed theren ("Ttle Objecton ) to Seller. If Buyer fals to gve such notce on or before twenty-one (21) days after ssuance, Buyer wll be deemed to have accepted the matters dsclosed n the Prelmnary Report. 5.3.2. Permtted Exceptons. Upon Fre Department Approval, all Exceptons are deemed approved by Buyer, ncludng but not lmted to: (a) exceptons for a len for local real estate taxes and assessments not yet due or payable, ncludng (wthout lmtaton) specal taxes under Gov. Code 53311-53368.3 or nstallment assessments under Streets & Hghways Code 8500-8887, and (b) the standard preprnted Exceptons and exclusons of the Ttle Company. 5.3.3. Ttle Objectons. Wth respect to any Ttle Objecton, Seller wll have thrty (30) Busness Days after recept of Buyer s Ttle Objecton to gve notce to Buyer n wrtng, statng ether (a) the manner n whch Seller wll remove or cure such Ttle Objecton, or (b) that Seller wll not remove or cure such Ttle Objecton. If Seller fals to delver such notce wthn the tme specfed n ths Secton 5.3.3, Seller shall be deemed to have elected not to remove or cure such Ttle Objecton. 5.3.4. Seller Elects Not to Cure. If Seller elects not to cure or remove a Ttle Objecton (or s deemed to have so elected), or Seller s cure s not acceptable to Buyer, then Buyer wll have twenty (20) Busness Days thereafter to provde Seller wth wrtten notce that Buyer (a) wll proceed wth the purchase of the Property, wave such Ttle Objecton, and accept the Excepton shown n the Prelmnary Report as a Permtted Excepton, or (b) s termnatng ths Agreement. 5.3.5. Addtonal Encumbrances. If any encumbrance or other excepton to ttle arses or s dscovered after the delvery of the Prelmnary Report ( Addtonal Encumbrance"), the party dscoverng such Page 6 of 22

Addtonal Encumbrance must promptly gve wrtten notce to the other. No later than fve (5) Busness Days after delvery of the notce of such Addtonal Encumbrance, Buyer wll delver wrtten notce to Seller specfyng whether the Addtonal Encumbrance s a Ttle Objecton or a Permtted Excepton. If Buyer objects to the Addtonal Encumbrance, the partes wll proceed n the same manner as set forth above for Ttle Objectons n Sectons 5.3.3 and 5.3.4.. 5.4. 5.5. Due Dlgence. Buyer s oblgaton to purchase the Property s expressly condtoned on ts approval, n ts sole dscreton, of the condton of the Property and all other matters concernng the Property, ncludng wthout lmtaton economc, fnancal, and accountng matters relatng to or affectng the Property or ts value, and the physcal and envronmental condton of the Property. Buyer wll have untl Fre Department Approval to conduct such nvestgatons as Buyer may choose ( Due Dlgence ) to determne, n ts sole dscreton, whether ths contngency s met. Upon delvery to Seller of ths Agreement executed by Buyer, Buyer wll also delver wrtten notce to Seller acceptng the Property, whch acceptance shall be condtoned upon satsfacton of Buyer s Closng Condtons. Alternatvely, Buyer shall delver wrtten notce to Seller before approval or termnaton of ths Agreement. If Buyer fals to gve ether notce, Buyer wll be deemed to have elected to termnate ths Agreement. Access to Property. Buyer acknowledges that t s thoroughly famlar wth the Property and that t has occuped and used the Property as a fre staton for more than 45 years. As part of ts Due Dlgence, Buyer may nvestgate economc, fnancal, and accountng matters relatng to or affectng the Property or ts value, and conduct nspectons, tests and studes wth respect to the physcal and envronmental condton of the Property and Seller recommends that Buyer do so. Buyer and Buyer s consultants, agents, engneers, nspectors, contractors, and employees ( Buyer s Representatves") must be gven reasonable access to the Property durng regular busness hours for the purpose of performng such Due Dlgence. Buyer wll undertake the Due Dlgence at ts sole cost and expense. Buyer wll ndemnfy and hold the Indemntees harmless, and at the opton of the Cty, defend the Indemntees wth counsel satsfactory to the Cty, from any and all Clams arsng from the acts or actvtes of Buyer or Buyer s Representatves n, on, or about the Property durng or arsng n connecton wth Buyer s nspectons of the Property. : l 5.6. Assumpton of Rsk. Subject to the other provsons of ths Agreement, Buyer agrees that t assumes the rsk that an adverse condton of the Property may not have been revealed by ts own Due Dlgence. Buyer agrees that Seller wll have no oblgaton to repar, correct, or compensate Buyer for any condton of the Property, ncludng contamnaton, the Page 7 of 22

presence of Hazardous Substances or Release of Hazardous Substances, defects n the Improvements, noncomplance wth applcable laws ncludng, wthout lmtaton, zonng laws, buldng codes, and the Amercans wth Dsabltes Act, whether or not such condton of the Property would have been dsclosed by Buyer's Due Dlgence. 5.7. Termnaton for Falure of a Contngency. Any cancellaton fee, cost, or other costs of the Escrow Holder or the Ttle Company resultng from ths termnaton for falure of a contngency wll be borne by the termnatng party or the party whose acton or falure to act resulted n the termnaton. 5.8. Survval. The provsons of ths Artcle 5 shall survve the Closng. ARTICLE 6 6. Seller s Preclosnq Covenants 6.1. No Amendments or Agreements. On or after the Effectve Date, Seller wll not enter nto any Lease or other agreement of any type affectng the Property, wthout Buyer s pror wrtten consent. 6.2. Notfcaton. Seller wll promptly notfy Buyer of any materal change n any condton wth respect to the Property or of any materal event or crcumstance that occurs pror to the Effectve Date that makes any representaton or warranty of Seller under ths Agreement untrue or msleadng. ARTICLE 7 7. Representatons and Warrantes 7.1. Effect of Representatons and Warrantes. Each representaton and warranty n ths Artcle 7: (a) s materal and beng reled on by the party to whch the representaton and warranty s made; (b) s true n all respects as of the Effectve Date; (c) must be true n all respects on the Closng Date; and (d) wll survve the Closng, except as otherwse provded n ths Agreement. 7.2. Seller's Representatons and Warrantes. Despte anythng to the contrary n ths Agreement, Seller warrants and represents as of the Effectve Date that: 7.2.1. No Condemnaton. To Seller s knowledge, Seller has receved no wrtten notce of any presently pendng or contemplated specal assessments or proceedngs to condemn or demolsh the Property or any part of t, or any proceedngs to declare the Property or any part of t a nusance. Page 8 of 22

7.3, Buyer's Representatons and Warrantes. Buyer warrants and represents, and specfcally dscloses and ndemnfes Indemntees, as follows: 7.3.1. ndemnty. Buyer, on behalf of tself and ts successors and assgns, hereby undertakes and agrees to ndemnty and hold the Indemntees harmless, and at the opton of the Cty, defend the Indemntees wth counsel satsfactory to the Cty, from and aganst any and all Clams that the Indemntees may pay, sustan, suffer, or ncur by reason of or n connecton wth Buyer s tenancy, ownershp, use, and/or occupancy of the Property. Buyer shall not settle any clam wthout the pror wrtten approval of Seller. Seller shall not unreasonably wthhold such approval. 7.3.2, Envronmental Indemnty. Buyer, on behalf of tself and ts successors and assgns, further undertakes and agrees to ndemnfy and hold the Indemntees harmless, and at the opton of the Cty, defend the Indemntees wth counsel satsfactory to the Cty, from and aganst any and all Clams that are ncurred by or asserted aganst the Indemntees as a result of or n connecton (a) Buyer s falure to comply wth any Envronmental Law; (b) the Release of Hazardous Substances on, under, or from the Property; or (c) the presence of Hazardous Substances on or under any other propertes, lands, or waters as a result of the Release of Hazardous Substances or other acts, errors, or omssons by Buyer or Buyer s offcers, employees, agents, contractors, customers, guests, nvtees, or lessees. Buyer's envronmental ndemnfcaton oblgatons shall exst regardless of any neglgence on the part of ndemntees, except for the sole neglgence or wllful msconduct of the Indemntees. Further, Buyer s envronmental ndemnfcaton oblgatons shall apply and be effectve for all accdents, occurrences, and events that gve rse to Clams, even f the Clams are asserted aganst the Indemntees after Closng, The ndemntees rght to ndemnfcaton under ths Secton 7.3 shall be n addton to any other rghts or remedes that the Indemntees have under law or under other provsons of ths Agreement. j Seller s Intals: Buyer s Intals: l 7.4. As-Is" Purchase. As a materal nducement to Seller s extenson and delvery of ths Agreement, Buyer does hereby acknowledge, represent, warrant and agree to and wth Seller that, except as otherwse expressly provded n ths Agreement: (a) Buyer s expressly purchasng the Property n ts exstng condton as s, where s, and wth faults and specfcally and expressly wthout any warrantes, representatons or guarantees, Page 9 of 22

ether express or mpled, of any knd, nature, or type whatsoever from or on behalf of Seller wth respect to all facts, crcumstances, condtons and defects; (b) Seller has specfcally barganed for the assumpton by Buyer of all responsblty for past, present and future actual and potental lablty wth the Property of any knd, source and or nature and for Buyer s assumpton of all responsblty to nspect and nvestgate the Property and of all rsk of; (c) Buyer s and wll be relyng strctly and solely upon such nspectons and examnatons and the advce and counsel of ts own consultants, agents, legal counsel and offcers and Buyer s and wll be fully satsfed that the Purchase Prce s far and adequate consderaton for the Property and any or all known and unknown actual or potental labltes assocated wth t; (d) Seller s not makng and has not made any warranty or representaton wth respect to any materals or other data provded by Seller to Buyer (whether prepared by or for Seller or others) or the educaton, sklls, competence or dlgence of the preparers thereof or the physcal condton or any other aspect of all or any part of the Property as an nducement to Buyer to enter nto ths Agreement and thereafter to purchase the Property or for any other purpose; and (e) by reason of all the foregong, Buyer assumes the full rsk of any lablty, loss or damage occasoned by any fact, crcumstance, condton or defect pertanng to the Property. Seller hereby dsclams all warrantes of any knd or nature whatsoever (ncludng warrantes of condton, merchantablty, habtablty and ftness for partcular purposes) whether expressed or mpled, ncludng, but not lmted to warrantes wth respect to the Property, tax labltes, zonng, land value, subdvson or land use, avalablty of access or utltes, ngress or egress, governmental approvals, or the sol condtons of the Property. Buyer further acknowledges that Buyer s buyng the Property as s" and n ts present condton and that except as otherwse expressly provded n ths Agreement, Buyer s not relyng upon any representaton of any knd or nature made by Seller, or any of ts employees or agents or Seller group wth respect to the Property, and that, n fact, no such representatons were made except as expressly set forth n ths Agreement. Further and wthout n any way lmtng any other provson of ths Agreement, Seller makes no warranty wth respect to the presence of Hazardous Substances on or under the Property (or any parcel n proxmty thereto), or the Release of Hazardous Substances on, under, or from the Property. By acceptance of ths Agreement and the Deed, Buyer acknowledges that Buyer s opportunty for nspecton and nvestgaton of the Property has been adequate to enable Buyer to make Buyer s own determnaton wth respect to the presence of Hazardous Substances on or under the Property (or any parcel n proxmty thereto), and as to any Release of Hazardous Substances on, under, or from the Property. Furthermore, Buyer s closng, hereunder shall be deemed to consttute an express waver of Buyer s and ts successors and assgns rghts to sue Seller and of Buyer s rght to cause Seller to be joned n an acton brought under any Envronmental Law. Buyer and Seller ntend for Page 10 of 22

Secton 7.3.2 and ths Secton 7.4 to be construed as an agreement made n accordance wth 42 U.S.C. 9607(e) and Calforna Health and Safety Code 25364. 7.5. General Release. Wthout n any way lmtng the generalty of the precedng paragraphs, Buyer, on behalf of tself, ts successors and assgns, specfcally acknowledges and agrees that t forever waves, releases and dscharges any clam t has, mght have had or may have aganst Seler, wth respect to the Property or the condton of the Property, any and all known and unknown, ether patent or latent, actual and/or potental labltes assocated wth the Property and the complance wth any Envronmental Law, or occupatonal protecton, subdvson or land use laws or requrements or lablty for volatons thereof, an any other state of facts whch exst wth respect to the Property. Buyer waves the beneft of Calforna Cvl Code Secton 1542, whch provdes as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Seller and Buyer have each ntaled ths Secton 7.5 to further ndcate ther awareness and acceptance of each and every provson of ths Agreement. Seller s Intals: Buyer s Intals: 7.6 CS/r, Buyer specfcally acknowledges that Buyer has carefully revewed the foregong provsons and dscussed ts mport wth legal counsel, s fully aware of ts consequences, and that the provsons of ths paragraph are a matera] part of ths Agreement. Further, Buyer and Seller specfcally acknowledge and agree that each and every provson of Artcle 7 shall survve the expraton of ths Agreement and the delvery of the Deed and the Closng. ARTICLE 8 8. Closng Condtons 8.1. Buyer s Closng Condtons. All oblgatons of Buyer under ths Agreement are subject to the fulfllment, before or at the Closng, of each of the followng condtons ( Buyer s Closng Condtons ). Buyer s Closng Condtons are solely for Buyer s beneft and any or all of Buyer's Closng Page 11 of 22

Condtons may be waved n wrtng by Buyer n whole or n part wthout pror notce., 8 1 1 Ttle. It s a Buyer s Closng Condton that, on the Closng Date, Seller convey to Buyer marketable fee smple ttle to the Property by executon and delvery of a grant deed and that Buyer s able to obtan a ttle nsurance polcy ( Ttle Polcy ) at closng n a form acceptable to Buyer.... 8 1 2 Buyer s ablty to purchase the Property s subject to the approval and executon of ths Agreement by the Bg Pne Volunteer Fre Protecton Dstrct Board of Drectors.. 8.2... Seller s Closng Condtons. Seller s oblgaton to sell the Property s expressly condtoned on the fulfllment of each condton precedent at or before the Closng ( Seller s Closng Condtons"). Seller s Closng Condtons are solely for Seller s beneft and any of Seller's Closng Condtons may be waved n wrtng by Seller n whole or n part wthout pror notce. 8 2 1 Cty Approval. Seller s ablty to sell the Property s subject to the approval of ths Agreement by the Board of Water and Power Commssoners of the Department of Water and Power of the Cty of Los Angeles and possble subsequent acton and revew by the Los Angeles Cty Councl pursuant to Charter (herenafter Cty Approval ). Pursuant to FSPP v. Cty of Los Angeles (1998) 65 Cal. App. 4th 650, 661, and the laws of the State of Calforna, Buyer realzes and acknowledges that t cannot rely upon the representatons of anyone actng on behalf of, or clamng to act on behalf of Seller or as Seller s agent relatng to the probablty of the Agreement beng approved and that ths Transacton may or may not be consummated.... 8.2.2. Record of Survey. Seller wll monument the Property and wll fle the Record of Survey. 8.2.3. Purchase Prce. Buyer must have delvered the Purchase Prce to Escrow Holder. 8.2.4. Buyer's Representatons. Warrantes, and Covenants. The representatons and warrantes of Buyer n ths Agreement must be true n all materal respects on and as of the Closng Date wth the same effect as f such representatons and warrantes had been made on and as of the Closng Date. Buyer must have performed and compled wth all covenants, agreements, and condtons Page 12 of 22

requred by ths Agreement to be performed or compled wth by t before or on the Closng Date.. 8.3. Termnaton for Falure of a Closng Condton. Ths Transacton s structured as a completely voluntary transacton. If Buyer s Closng Condtons or Seller s Closng Condtons, as the case may be, have not been prevously approved or waved, ths Agreement may be termnated by the party n whose favor the Closng Condton runs by wrtten notce to the other. If ths Agreement s so termnated, the partes wll have no further oblgaton or lablty under ths Agreement or rght to specfc performance, declaratory relef or money damages. Any cancellaton fee, cost, or other costs of the Escrow Holder or the Ttle Company resultng from ths termnaton for falure of a closng condton wll be equally borne by Buyer and Seller, unless satsfacton of the condton(s) s wthn the control of Buyer or Seller, n whch case the party havng had such control shall be solely responsble for any cancellaton fee, cost, or other costs of the Escrow Holder or Ttle Company from the termnaton. ARTICLE 9 9. Closng 9.1. Escrow. Escrow wll be opened wth the Escrow Holder on the executon of ths Agreement. Buyer and Seller wll promptly execute such addtonal escrow nstructons, on the Escrow Holder's request, as are reasonably requred to consummate the transacton contemplated by ths Agreement and are not nconsstent wth ths Agreement. 9.2. 9.3. Closng Date. Seller and Buyer agree that the Closng wll occur on the Closng Date. The Closng Date wll be a date mutually agreeable to Buyer and Seller, but no later than October 31,2016. The Closng wll be at the offces of Escrow Holder or such other place as the partes may agree. Seller s Depost of Documents and Funds. Seller must depost nto escrow the followng documents duly executed by Seller: 9.3.1. 9.3.2. Deed; The duly executed and acknowledged grant deed ( Deed") conveyng the Property to Buyer. Addtonal Documents: Such addtonal documents, ncludng wrtten escrow nstructons consstent wth ths Agreement, as may be necessary or desrable to convey the Property n accordance wth ths Agreement. Page 13 of 22

9.4. Buyer's Depost of Documents and Funds. Buyer must depost nto escrow the followng funds and documents duly executed by Buyer n form and substance reasonably satsfactory to Seller: 9.4.1. Purchase Prce: The Purchase Prce n accordance wth Artcle 3. 9.4.2. Conveyance Documents: Such documents, ncludng wrtten escrow nstructons consstent wth ths Agreement, as may be necessary or desrable for conveyance of the Property n accordance wth ths Agreement. 9.5. Closng Costs. Closng costs wll be allocated as follows: 9.5.1. Buyer wll pay all of the escrow costs, ncludng wthout lmtaton, Escrow Holder's costs; 9.5.2. Buyer wll pay the cost of the Prelmnary Report and Ttle Polcy, ncludng wthout lmtaton, Ttle Company's costs. 9.6. 9.7. Broker s Commsson; Indemnty. Nether party has had any contact or dealngs regardng the Property, or any communcaton n connecton wth the subject matter of ths Transacton, through any lcensed real estate broker or person who can clam a commsson or fnder's fee as a procurng cause of the sale contemplated n ths Agreement: If any other broker or fnder perfects a clam for a commsson or fnder s fee based on any contract, dealngs, or communcaton wth a party ( Indemnfyng Party"), then the Indemnfyng Party must ndemnfy, defend, and hold the other party ( Non-ndemnfyng Party ) harmless from all costs and expenses (ncludng reasonable attorney fees and costs of defense) ncurred by the Non-ndemnfyng Party n connecton wth such clam. Possesson. Seller wll delver exclusve rght of possesson of the Property to Buyer on the Closng Date. ARTICLE 10 10. Future Sale/Transfer of Property 10.1. Condemnaton. If before the Closng Date any acton or proceedng s commenced for the condemnaton or exercse of the rghts of emnent doman of the Property or any porton of t, or f Seller s notfed by the duly authorzed offcer of a duly empowered condemnng authorty of the ntent to commence such acton or proceedng ( Condemnaton ) and f such Condemnaton would materally and adversely affect the use or operaton of the Property, have the effect of decreasng the square footage of the Improvements, or reduce or elmnate access to the Property, then Buyer may ether (a) termnate ths Agreement or (b) Page 14 of 22

proceed wth the Closng wthout modfyng the terms of ths Agreement and wthout reducng the Purchase Prce, on the condton that Seller must assgn and turn over, and Buyer wll be enttled to keep, all awards for the Condemnaton that accrue to Seller, Seller may not negotate, resst, or stpulate to any Condemnaton wthout Buyer s wrtten consent. Seller must notfy Buyer of any notce of Condemnaton of all or any porton of the Property wthn fve (5) days after the recept of ths notce, and Buyer must exercse ts opton(s) as provded n ths Secton 10.1 wthn ten (10) days after recept of such notce. If necessary, the Closng Date wll be extended to gve Buyer the full ten (10) day perod to make such electon. 11. ARTICLE 11 Remedes for Default 111- WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND DAMAGES. NEITHER BUYER NOR SELLER WILL HAVE THE RIGHT TO SPECIFIC PERFORMANCE OR TO RECOVER DAMAGES IF THE OTHER PARTY FAILS TO CONVEY (OR TO PURCHASE) THE PROPERTY IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND IF SUCH FAILURE CONSTITUTES A DEFAULT UNDER THIS AGREEMENT, NEITHER BUYER NOR SELLER WILL HAVE THE RIGHT TO RECEIVE ANY MONEY DAMAGES. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THIS SECTION 11.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seler's Intals: Buyer s ntals: ARTICLE 12 f" l 1 12. General 12,1. Notces. Any notces relatng to ths Agreement must be gven n wrtng. and wll be deemed suffcently gven and served for all purposes when delvered personally, by generally recognzed overnght courer servce, by facsmle (provded that sender retans a prnted confrmaton of delvery to the facsmle number provded below), or fve (5) days after depost n the Unted States mal certfed or regstered, return recept requested, wth postage prepad, addressed as follows: I- 'j If to Buyer: Bg Pne Volunteer Fre Protecton Dstrct PO Box 382 Bg Pne, CA 93513 Page 15 of 22

Wth copy to: Offce of the County Counsel County of Inyo P.O. Drawer M Independence, CA 93526 If to Seller: James G. Yannotta Manager of Aqueduct Cty of Los Angeles Department of Water and Power 300 Mandch Street Bshop, CA 93514-3449 Wth copy to: Offce of the Cty Attorney Cty of Los Angeles Department of Water and Power 111 N. Hope Street, Room 340 P.O. Box 51111 Los Angeles, CA 90051 j Ether party may change ts address by wrtten notce to the other gven n the manner set forth above. 12.2. Entre Agreement. Ths Agreement and all exhbts referred to n ths Agreement consttute the complete, exclusve, and fnal statement of the terms of the agreement wth respect to the Property between Buyer and Seller and may not be contradcted by evdence of any pror or contemporaneous agreement. Ths Agreement specfcally supersedes any pror wrtten or oral agreements between the partes. The language n all parts of ths Agreement wll be construed as a whole n accordance wth ts far meanng and wthout regard to Calforna Cvl Code 1654 or smlar statutes. Nether party has been nduced to enter nto ths Agreement by, and nether party s relyng on, any representaton or warranty outsde those expressly set forth n ths Agreement. 12.3. Amendments and Wavers. No addton to or modfcaton of ths Agreement wll be effectve unless t s made n wrtng and sgned by the party aganst whom the addton or modfcaton s sought to be enforced. The party benefted by any condton or oblgaton may wave the same, but such waver wll not be enforceable by another party unless t s made n wrtng and sgned by the wavng party. Page 16 of 22

12.4. 12.5. 12.6. 12.7. Invaldty of Provson. If any provson of ths Agreement as appled to ether party or to any crcumstance s adjudged by a court of competent jursdcton to be vod or unenforceable for any reason, ths fact wll n no way affect (to the maxmum extent permssble by law) any other provson of ths Agreement, the applcaton of any such provson under crcumstances dfferent from those adjudcated by the court, or the valdty or enforceablty of ths Agreement as a whole. No Merger. Ths Agreement, each provson of t, and all warrantes and representatons n ths Agreement wll survve the Closng and wll not merge n any nstrument conveyng ttle to Buyer. All representatons, warrantes, agreements, and oblgatons of the partes wll, despte any nvestgaton made by any party to ths Agreement, survve Closng, and the same wll nure to the beneft of and be bndng on the partes respectve successors and assgns. References. Unless otherwse ndcated, (a) all artcle and secton references are to the artcles and sectons of ths Agreement; and (b) all references to days are to calendar days. Whenever, under the terms of ths Agreement, the tme for performance of a covenant or condton falls on a Saturday, Sunday, or Calforna state holday, such tme for performance wll be extended to the next Busness Day. The headngs used n ths Agreement are provded for convenence only and ths Agreement wll be nterpreted wthout reference to any headngs. The date of ths Agreement s for reference purposes only and s not necessarly the date on whch t was entered nto. Governng Law. Ths Agreement shall be governed by, nterpreted and enforced n accordance wth the laws of the State of Calforna wthout regard to conflct of law prncples. j 12.8. Intentonally Omtted. 12.9. Jontly Drafted by the Partes. Each of the partes hereto acknowledges that t had a full and far opportunty to revew and revse the terms of ths Agreement and that ths Agreement has been drafted jontly by all of the partes hereto. Accordngly, each of the partes hereto acknowledges and agrees that the terms of ths Agreement shall not be construed aganst or n favor of another party. 12.10. Termnaton. Upon thrty (30) Busness Days pror wrtten notce pror to Cty Approval, ths Agreement may be termnated or cancelled at any tme by ether party, for any reason or for no reason at all, and may be termnated and cancelled completely wthout cause. If ths Agreement s so termnated, the partes wll have no further oblgaton or lablty under ths Agreement or rght to specfc performance, declaratory relef or Page 17 of 22

money damages. Any cancellaton fee, cost, or other costs of the Escrow Holder or the Ttle Company resultng from ths termnaton for falure of a contngency or closng condton wll be borne by the termnatng party or the party whose acton or falure to act resulted n the termnaton. 12.11. Tme. Tme s of the essence n the performance of the partes' respectve oblgatons under ths Agreement. 12.12. Executon n Counterparts. Ths Agreement may be executed n any number of counterparts and by dfferent partes hereto n separate counterparts, each of whch when so executed shall be deemed to be an orgnal and all of whch taken together shall consttute one and the same nstrument. 12.13. No Thrd Party Benefcares. Nothng n ths Agreement, express or mpled, s ntended to confer any rghts or remedes under or by reason of ths Agreement on any person other than the partes to t and ther respectve permtted successors and assgns, nor s anythng n ths Agreement ntended to releve or dscharge any oblgaton of any thrd person to any party to ths Agreement or gve any thrd person any rght of subrogaton or acton over aganst any party to ths Agreement. 12.14. Interpretaton. Throughout ths Agreement, (a) the plural and sngular numbers wll each be consdered to nclude the other; (b) the masculne, femnne, and neuter genders wll each be consdered to nclude the others; (c) ' shall," wll, must," agrees, and covenants" are each mandatory; (d) may s permssve; (e) or" s not exclusve; and (f) ncludes and ncludng are not lmtng. 12.15. No Attorney s Fees. In the event of any acton or sut under, or to enforce, ths Agreement, the partes shall be responsble for ther own costs, expenses and attorney's fees ncurred. The prevalng party shall not be enttled to reasonable attorneys fees. 12.16. No Consequental/Puntve Damages. In no event shall ether party be lable to the other party under any provson of ths Agreement for any ndrect, ncdental, puntve or consequental damages, losses, damages, costs or expenses ncludng but not lmted to loss of proft or revenue, loss of the use of equpment, cost of captal, cost of temporary equpment or servces, whether based n whole n or n part n contract, n tort, ncludng neglgence, strct lablty, or any other theory of lablty; provded, however, that damages for whch a party may be lable to the other party under another agreement wll not be consdered to be ndrect, ncdental, puntve or consequental damages hereunder. Page 18 of 22

! 12.17. Independent Counsel. Each party was represented by legal counsel durng the negotaton and executon of ths Agreement. Each party shall be responsble for ts own, respectve, fees and expenses of legal counsel and consultants ncurred as a result of ths Agreement or the transactons contemplated thereby. 12.18. Authorty. Buyer and Seller agree that the person executng ths Agreement on behalf of Buyer and Seller, respectvely, has the authorty and power to do so and to bnd Buyer and Seller, respectvely, n accordance wth the provsons set forth heren. 12.19. Assgnment. Buyer may not assgn any of ts rghts under ths Agreement. 12.20. Modfcaton. Ths Agreement may not be modfed except by a wrtten nstrument executed by all partes or ther permtted successors n nterest. 12.21. No Jont Venture. Nothng heren contaned shall be construed to create a jont venture or partnershp or to create the relatonshp of prncpal and agent or of any assocaton between the partes hereto. 12.22. Further Assurances. Each party hereto agrees to execute any and all documents and wrtngs whch may be necessary or expedent and do such other acts as wll further the purposes hereof. (Sgnatures follow on next page)! Page 19 of 22

1 } IN WITNESS WHEREOF, the partes have executed ths Agreement on: BUYER: BIG PINE VOLUNTEER FIRE PROTECTION DISTRICT BY BOARD OF DIRECTORS Date: By: SJOJ l Date: By: // MIKE CARRINSTd I Date: ya? / By: GREGORY BIRD Date: By: 3 7 T RYKOOl Date: ZUL By: 7 BRIAN HOWARD s f Page 20 of 22

I f I AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS s entered nto and accepted on the dates ndcated by our sgnatures affxed hereto. SELLER: DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES BY BOARD OF WATER AND POWER COMMISSIONERS Date: By: DAVID H. WRIGHT Interm Genera! Manager Date: And: BARBARA E. MOSCHOS Secretary ] AUTHORIZED BY: Resoluton No. Adopted APPROVED BY COUNCIL ON: S I APPROVES AS TO FORM AMD LEGALITY MICHAEL N.FEUER, CITY ATTORNEY I BY. DEPUTY CITY ATTORNEY l Page 21 of 22!

TABLE OF EXHIBITS Exhbt A: Legal Descrpton > 1.1 I Page 22 of 22

EXHIBIT A LEGAL DESCRIPTION That porton of the easterly 270.00 feet of Block 68, of the Town of Bg Pne, County of Inyo, State of Calforna, per Offcal Map of sad Town fled for record n Book 1, page 48 of Maps n the offce of the County Recorder of sad County, beng northerly of the southerly 381.65 feet of sad Block 68, and contguous wth the northerly lne of that parcel of real property descrbed n Deed recorded n Offcal Records, Volume 69, page 339, n sad Recorder s offce, and bound on the northerly by a lne startng on the easterly lne of sad Block 68, 567.94 feet northerly of the southeasterly corner of sad Block 68, and runnng southwesterly to the end pont on the westerly lne of sad easterly 270.00 feet of Block 68, located northerly 559.17 feet of the southwesterly corner of sad easterly 270.00 feet of Block 68. EXCEPTING therefrom that porton of sad Block 68 per Deed, recorded n Book 38, page 233, and per Deed, recorded n Offcal Records Volume 49, page 53. CONTAINING 1.017 acres, more or less. RESERVING unto the Cty of Los Angeles Department of Water and Power, three Utlty Easements and Rghts-of-Way to set power poles and guy wres; to construct, mantan, and repar power lnes, underground condut, appurtenant fxtures, and equpment; and the rght to trm trees at anytme, n such a manner as to prevent nterference wth the same, together Wth the rght of ngress and egress, all n, over, under, and across that porton of the real property conveyed heren, and descrbed as follows: 1. A strp of land 10.00 feet wde, lyng 5.00 feet on each sde of the followng descrbed center lne: COMMENCING at a pont on the northerly lne of the above descrbed parcel beng 124.14 feet westerly of the northeasterly corner of sad parcel; thence n a southeasterly drecton to the end pont on the easterly lne of the above descrbed parcel beng 38.30 feet southerly of sad northeasterly corner. 2. The southerly 5.00 feet of the above descrbed parcel. 3 3. The easterly 31.00 feet of the above descrbed parcel. SUBJECT to the Easement Deed to the State of Calforna, for publc hghway purposes recorded n Offcal Records, Volume 49, page 55, n sad Recorder s offce. ALSO SUBJECT TO any and all easements, covenants, condtons, restrctons, and other matters of record., END OF DESCRIPTION