PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this Agreement ) is made and entered into as of August 18, 2004 (the "Effective Date"), by and between the CITY OF CALABASAS, a public body, corporate and politic (hereinafter referred to as the Seller ), and CALIFORNIA JOINT POWERS INSURANCE AUTHORITY, a California joint exercise of powers agency (hereinafter referred to as the Buyer ), with respect to the following facts: RECITALS A. Seller is the owner of certain real property and improvements consisting of two (2) residential lots located at 23902 and 23903 Linden Terrace in the City of Calabasas, County of Los Angeles, State of California, and more particularly described in Exhibits A-1 and A-2 attached hereto and incorporated herein by this reference (the Property ). B. By this Agreement, Seller agrees to sell the Property to Buyer for the sum of One Dollar ($1.00) and other good and valuable consideration, including (i) Buyer's completion of construction of improvements on the Property, including without limitation, payment of all sums necessary to finish improvements on the Property pursuant to a Design-Build Agreement and General Conditions (Phase III), dated as of September 19, 2003, and related agreements (the "Construction Contracts"); (ii) assumption and performance of all Seller's rights and liabilities related to the Property under a Settlement Agreement and Mutual Release by and among Hubert and Nedjiin Brooks and Seller, et al., dated June 28, 2001 (the "Brooks Settlement") and a Settlement Agreement and Mutual Release by and among Zareh H. and Rahel B. Vartivarian and Seller et al., dated July 5, 2001 (the "Vartivarian Settlement") (collectively, the Brooks Settlement and the Vartaivarian Settlement are referred to as the "Settlement Agreements"); (iii) amending the Cooperation Agreement between Seller and Buyer, dated as of May 22, 2002 (the "Cooperation Agreement") to provide for Buyer's assumption of Seller's obligations to complete the improvements related to the Property and release of Seller from any further obligations related to the Property under the Cooperation Agreement (the "Cooperation Agreement Amendment"); (iv) assumption of Seller's rights and obligations under two Residential Listing Agreements between Seller and Prudential California Realty, dated as of March 15, 2004 (the "Listing Agreements") and, (v) Buyer's agreement to sell the Property under the Listing Agreements after all repairs and improvements are completed and to pay a portion of the net proceeds of sale, if any, to Seller in accordance with the Cooperation Agreement, as amended. Because of the foregoing considerations, including Buyer's agreement to pay a portion of net proceeds of sale, if any, to Seller, this sale is not a gift of public funds. C. The Property is being sold in an "AS IS, WHERE IS" condition. D. Seller desires to sell the Property to Buyer and Buyer desires to purchase the Property from Seller upon the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree that the terms and conditions of this Agreement, including all of the foregoing recitals, are as follows: 1

A G R E E M E N T : 1. Purchase and Sale. Subject to and in accordance with the terms and conditions hereinafter set forth, on the Closing Date (as herein defined), Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, fee simple title to the Property. 2. Purchase Price. The purchase price for the Property to be paid by Buyer is the sum of: (i) One Dollar ($1.00), (ii) payment of all outstanding sums under the Construction Contracts and all construction, insurance and homeowner association costs related to the Property through the Closing Date plus an amount equal to one percent (1%) of such costs for Seller's administrative expenses, (iii) execution of an Assignment and Assumption Agreement assuming Seller's rights and obligations under the Construction Contracts, Settlement Agreements and Listing Agreements; (iv) Buyer's execution of the Cooperation Agreement Amendment, which provides, among other things, for Buyer's subsequent sale of the Property and payment to Seller of a portion of net proceeds of sale, if any, in accordance with the Cooperation Agreement; and, (v) Buyer's payment of any and all costs related to the Closing Date, including without limitation, title costs and Seller's fees (the collective actions and payments being the "Purchase Price"). 3. Closing Date. For purposes of this Agreement, the Closing Date shall be defined as the date that the quitclaim deeds ( Deeds ), in the forms attached hereto as Exhibit B-1 and Exhibit B-2, conveying the Property to Buyer, are recorded in the Official Records of the Recorder s Office for Los Angeles County, California (the Official Records ). The Closing Date shall occur as soon as possible, but no later than thirty (30) days after the Effective Date of this Agreement. If the Deed and related agreements have not been executed and delivered by the Closing Date, then either party may terminate this Agreement by written notice to the other, whereupon Buyer and Seller shall have no further liability to each other hereunder, except as otherwise provided for in this Agreement. 4. Conditions. (a) Buyer s Obligations. As of the Closing Date, Buyer shall have timely performed all of the obligations required by the terms of this Agreement to be performed by Buyer and Buyer s representations and warranties contained in this Agreement shall still be correct. (i) No Conditions to Buyer s Obligations. Buyer s obligation to consummate the transaction contemplated by this Agreement is not subject to the satisfaction of any conditions for Buyer s benefit or Buyer s waiver thereof, it being agreed that Buyer waives any or all conditions as of the Effective Date of this Agreement. (b) Seller s Obligations. As of the Closing Date, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement and any Seller s representations and warranties contained in this Agreement shall be true and correct in all material respects. (i) Conditions to Seller s Obligations. For the benefit of Seller, the Closing Date shall be conditioned upon the occurrence or satisfaction of Buyer's obligations, and Seller s obligation to consummate the transaction contemplated by this Agreement is subject further to the satisfaction of the following conditions for Seller s benefit or Seller s waiver thereof, it being 2

agreed that Seller may waive any or all of such conditions on or prior to the dates designated below for the satisfaction of such conditions. (A) City Property. Buyer acknowledges that the Seller is subject to certain statutory restrictions in respect of the sale of its owned property. As of the Closing Date, Seller shall have complied with all property sale requirements and shall have received such approvals and consents as are necessary or desirable, in Seller s sole and absolute discretion, to permit, allow, authorize and empower Seller to convey the Property to Buyer. (B) Seller s reasonable satisfaction that as of the Closing Date the representations and warranties of Buyer contained in this Agreement are all either true and correct or, to the extent that is not the case, have been waived by Seller. 5. Seller's Deliveries. As of the Closing Date, Seller shall deposit for recording or cause to be delivered to Buyer the following documents or instruments: (a) Deeds. The Deeds, duly executed by Seller and properly acknowledged; (b) Recording Affidavits. Any documents required by the Los Angeles County Recorder's office, including without limitation, Seller s affidavit as contemplated by California Revenue and Taxation Code 18662 (the Withholding Affidavit ) and California Form 597 ( Form 597 ), duly executed by Seller; (d) Assignment and Assumption Agreement. A fully executed copy of the Assignment and Assumption Agreement, in the form attached hereto as Exhibit C (the Assignment and Assumption Agreement ); (e) Cooperation Agreement Amendment. A fully executed copy of the Cooperation Agreement Amendment, in the form attached hereto as Exhibit D (the "Cooperation Agreement Amendment"); and, (e) Other Instruments. Such other documents and instruments as are required to consummate the transaction contemplated herein. 6. Buyer's Deliveries. At least one (1) day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Seller all funds necessary for payment of the Purchase Price, including any outstanding sums due under the Construction Contracts, and other sums due from Buyer hereunder in the amounts and at the times set forth herein. In addition, Buyer shall deliver to Seller the following: (a) Assignment and Assumption Agreement. A fully executed copy of the Assignment and Assumption Agreement; (b) Cooperation Agreement Amendment. A fully executed copy of the Cooperation Agreement Amendment; and, (c) Other Instruments. Such other documents and instruments as are required to consummate the transaction contemplated herein. 3

7. Costs and Expenses. The cost of any title examination or insurance policies shall be paid by Buyer and Buyer shall pay and be solely responsible for any premiums or other costs related to title matters. Buyer shall pay all recording fees and documentary transfer taxes payable in connection with the recordation of the Deed and transfer taxes on the transfer of the Property, if any; however, the parties acknowledge that the transfer of the Property is likely exempt from documentary transfer taxes pursuant to Revenue and Taxation Code Section 11922. Buyer and Seller shall pay their respective legal fees and costs in connection with the transaction described herein, except as expressly provided to the contrary in Paragraph 15 below. 8. Prorations. The following prorations shall be made between Seller and Buyer on the Closing Date, computed as of the date of Closing Date unless otherwise stated: (a) Taxes and Assessments. Any real property taxes and assessments on the Property shall be prorated on the basis that Seller is responsible for (i) all such taxes for the fiscal year of the applicable taxing authorities occurring prior to the Current Tax Period (as hereinafter defined) and (ii) that portion of such taxes for the Current Tax Period determined on the basis of the number of days which have elapsed from the first day of the Current Tax Period to the Closing Date, inclusive, whether or not the same shall be payable prior to the Closing Date. The phrase Current Tax Period refers to the fiscal year of the applicable taxing authority in which the Closing Date occurs. In the event that as of the Closing Date the actual tax bills for the year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates and assessed valuation of the previous year, with known changes, shall be used, and when the actual amount of taxes and assessments for the year or years in question shall be determinable, then such taxes and assessments will be reprorated between the parties to reflect the actual amount of such taxes and assessments. (b) Home Owner Association Dues and Assessments. Home owner association dues and assessments shall be prorated with Buyer's payment of the same from the Effective Date of this Agreement through and including the Closing Date, plus one percent (1%) of the full amount to be paid to Seller for administrative costs. (c) Utilities. Gas, water, electricity, heat, fuel, sewer and other utilities and the operating expenses relating to the Property shall be prorated as of the Closing Date. If the parties hereto are unable to obtain final meter readings as of the Closing Date then such expenses shall be estimated as of the Closing Date based on the prior operating history of the Property. (d) Adjustment. In the event that any prorations, apportionments or computations made under this Paragraph 8 shall require final adjustment, then the parties hereto shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Any corrected adjustment or proration will be paid in cash to the party entitled thereto. 9. Authorization to Record Documents. Buyer is authorized to cause the Deed and any other documents the recording of which the parties hereto may mutually direct, to be recorded in the Official Records of the Recorder of Los Angeles County, California immediately following the Closing Date. 4

10. Buyer s Covenants, Representations, Acknowledgments and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following covenants, representations, acknowledgments and warranties, each of which is material and is being relied upon by Seller, it being expressly understood and agreed that all such representations and warranties are to be true and correct at the date of this Agreement and as of the Closing Date: (a) Authority. Buyer has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. (b) As Is. As a material inducement to Seller s execution and delivery of this Agreement and performance of its duties under this Agreement: EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BUYER HAS AGREED TO ACCEPT POSSESSION OF THE PROPERTY AS OF THE CLOSING DATE ON AN AS IS BASIS. SELLER AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD AS IS, WHERE IS, WITH ALL FAULTS WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND, SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, (I) THE NATURE OR CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY DESIGN OR NATURAL DEFECT OF ANY KIND OR NATURE WHATSOEVER), (II) THE CONDITIONS OF TITLE TO THE PROPERTY, AND (III) THE PROPERTY S FITNESS FOR BUYER S INTENDED USE OF SAME (INCLUDING, WITHOUT LIMITATION, BUYER S ABILITY TO CONSTRUCT OR OTHERWISE DEVELOP THE PROPERTY OR THE PROPERTY'S MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND SELLER DISCLAIMS AND RENOUNCES ANY SUCH REPRESENTATION OR WARRANTY. Buyer is familiar with the Property. Buyer is relying solely upon Buyer s own, independent inspection, investigation and analysis of the Property as Buyer deemed necessary or appropriate in so acquiring the Property from Seller, including, without limitation, an analysis of any and all matters concerning the condition of the Property and the Property s suitability for Buyer s intended purposes, and a review of all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property. Except as otherwise provided in the Assignment and Assumption Agreement, without limiting the generality of the foregoing, Buyer, for Buyer and Buyer s affiliates, successors and assigns ( Releasing Parties ) hereby expressly waives, relinquishes and releases any and all rights and remedies Releasing Parties may now or hereafter have against Seller, and Seller s affiliates, and each of their agents, council members, board members, directors, employees, officers, consultants, representatives, attorneys and successors and assigns ( Released Parties ) whether known or unknown, past, present and future, with respect to (i) the nature or condition of the Property (including, without limitation, any design or natural defect of any kind or nature whatsoever), (ii) the condition of title to the Property, and (iii) the Property s fitness for Releasing Party s intended use (including, without limitation, Releasing Party s ability to construct or otherwise develop the Property). 5

BUYER HEREBY ACKNOWLEDGES THAT BUYER HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ( SECTION 1542 ), WHICH IS SET FORTH BELOW: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BUYER EXPRESSLY WAIVES ITS RIGHTS GRANTED UNDER CALIFORNIA CIVIL CODE 1542 AND ANY OTHER PROVISION OF LAW THAT PROVIDES A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT BUYER DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS AGREEMENT TO RELEASE SELLER. BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES: Buyer s Initials The waivers and releases by Buyer herein contained shall survive the Closing Date and the recordation of the Deed and shall not be deemed merged into the Deed upon recordation. (c) Assignment and Assumption Agreement. As a material inducement to Seller, without which Seller would not have agreed to sell the Property to Buyer on the terms set forth herein, Buyer, on behalf of Buyer and Buyer s successors and assigns hereby covenants and agrees to execute the Assignment and Assumption Agreement in the form attached hereto and incorporated by reference herein as Exhibit C. Buyer shall execute the Assignment and Assumption Agreement and deposit the same with Seller on or before the Closing Date. (d) Cooperation Agreement Amendment. As a material inducement to Seller, without which Seller would not have agreed to sell the Property to Buyer on the terms set forth herein, Buyer, on behalf of Buyer and Buyer s successors and assigns hereby covenants and agrees to execute the Cooperation Agreement Amendment in the form attached hereto and incorporated by reference herein as Exhibit D. Buyer shall execute the Cooperation Agreement Amendment and deposit the same with Seller on or before the Closing Date. (e) Limitation on Seller s Liability. Buyer represents and covenants that Seller shall not have any liability, obligation or responsibility of any kind with respect to the following: (i) The content or accuracy of any report, study, opinion or conclusion of any soils, geological, structural, environmental or other engineer or other person or entity who has examined the Property or any aspect thereof, including without limitation, any improvements on the Property; (ii) The content or accuracy of any information released to Buyer by an engineer or planner in connection with the Property; 6

(iii) The availability of building or other permits or approvals for the Property by any state or local governmental bodies with jurisdiction over the Property; to the Property; and (iv) The availability or capacity of sewer, water or other utility connections (v) The content or accuracy of any other development or construction cost, projection, financial or marketing analysis or other information given to Buyer by Seller or reviewed by Buyer with respect to the Property. (f) Neither this Agreement nor anything provided to be done hereunder including the transfer of title to the Property to Buyer, violates or shall violate any contract, agreement or instrument to which Buyer is a party, or which affects the Property or any part thereof, and the sale of the Property herein contemplated does not require the consent of any party not a signatory hereto. (g) There is no pending litigation or, to the best of Buyer s knowledge, threatened litigation, which does or will materially adversely affect Buyer s ability to consummate this transaction. 11. Remedies. If either party shall fail to act in accordance with the provisions of this Agreement, and such failure constitutes a default hereunder, then the non-defaulting party shall be entitled to cancel this Agreement, but shall not have the right to receive any equitable or legal relief, including, without limitation, the right to record a lis pendens against the Property under applicable law or to pursue the specific performance of this Agreement. Seller and Buyer acknowledge that they have read and understand the provisions of this paragraph 11 and by their initials immediately below agree to be bound by its terms. Buyer s initials Seller s initials 12. Damage or Condemnation Prior to Closing Date. Seller shall promptly notify Buyer of any casualty to the Property or any condemnation proceeding commenced prior to the Closing Date. If any such damage or proceeding relates to, or may result in the loss of, any material portion of the Property, Seller or Buyer may, at their option, elect either to: (i) terminate this Agreement, in which event all funds or documents delivered shall be returned and neither party shall have any further rights or obligations hereunder, or (ii) continue the Agreement in effect, in which event, upon the Closing Date, Seller and Buyer shall be prorate any compensation, awards, or other payments or relief resulting from such casualty or condemnation proceeding relating solely to improvements on the Property in accordance with the provisions of the Cooperation Agreement and there shall be no other adjustment to the Purchase Price. 13. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or sent by overnight delivery and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if mailed, three (3) business days after the date of posting by the United States 7

Postal Service, or (iii) if delivered by Federal Express or other overnight courier, the business day immediately following the date sent. To Buyer: California Joint Powers Insurance Authority 8081 Moody Street La Palma, CA 90623 With a copy to: To Seller: With a copy to: Alan Wisotsky, Esq. 300 Esplanade Drive, Suite 1500 Oxnard, CA 93030 City of Calabasas 26135 Mureau Road Calabasas, CA 91302-3172 Attn: Public Works Director Michael G. Colantuono, Esq. Calabasas City Attorney Colantuono & Levin, PC 11406 Pleasant Valley Road Penn Valley, CA 95946 Notice of change of address shall be given by written notice in the manner detailed in this Paragraph 13. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. 14. Brokers. Seller and Buyer represent and warrant that they have not used a real estate broker or finder and that no brokerage fee, finder s fee or similar fee is due and payable in respect of this sale of the Property. Buyer hereby agrees to indemnify, save harmless and defend Seller from and against such claims if they shall be based upon any statement or representation or agreement by Buyer, and Seller hereby agrees to indemnify, save harmless and defend Buyer if such claims shall be based upon any statement, representation or agreement made by Seller. Seller and Buyer agree and acknowledge that the Property is listed with Prudential California Realty for ultimate future sales to third parties and the listing agreements are being assigned and assumed by Buyer as part of the Assignment and Assumption Agreement. 15. Legal Fees. In the event of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment, or out of court settlement shall be entitled to have and recover of and from the other party all costs and expenses of suit, including reasonable and actual attorneys fees. Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable and actual attorneys fees (collectively Costs ) incurred in enforcing, perfecting and executing such judgment. For the purposes of this paragraph, Costs shall include, without limitation, reasonable and actual attorneys fees and all costs and expenses 8

reasonably incurred in: (i) post-judgment motions; (ii) contempt proceeding; (iii) garnishment, levy, and debtor and third-party examination; (iv) discovery; and/or (v) bankruptcy litigation. 16. Assignment. Without Buyer s consent, Seller may sell the Property subject to this Agreement or may otherwise assign this Agreement to any related entity. Provided such buyer/assignee assumes Seller s obligations under this Agreement arising after the date of any such sale/assignment and agrees to be bound to the terms of this Agreement, Seller shall be relieved of all such liability under this Agreement. Buyer shall not assign, transfer or convey Buyer s rights and/or obligations under this Agreement and/or with respect to the Property without the prior written consent of Seller, which consent Seller may withhold in Seller s sole and absolute discretion. Any attempted assignment without the prior written consent of Seller shall be void and Buyer shall be deemed in default hereunder. Any permitted assignments by Buyer shall not relieve the assigning party from its liability under this Agreement unless Buyer otherwise expressly agrees to such relief in writing. 17. Miscellaneous. (a) Survival of Covenants. The covenants, representations and warranties of Buyer set forth in this Agreement shall survive the recordation of the Deed and the Closing Date and shall not be deemed merged into the Deed upon recordation. (b) Required Actions of Buyer and Seller. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use good faith efforts to accomplish the Closing Date in accordance with the provisions hereof. (c) Time of Essence. Time is of the essence of each and every term, condition, obligation and provision hereof. (d) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. (e) Captions; Interpretation. Any captions to, or headings of, the paragraphs or subparagraphs of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. The use of the terms hereof, herein, and hereunder shall mean and refer to this Agreement as a whole, unless the context expressly requires otherwise. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party or parties causing this Agreement to be drafted. (f) No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties thereto, to any person or entity other than the parties hereto. (g) Exhibits. The Exhibits attached hereto are hereby incorporated herein by this reference for all purposes. 9

(h) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (i) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. (j) Fees and Other Expenses. Except as otherwise provided herein, each of the parties shall pay its own fees and expenses in connection with this Agreement. (k) Entire Agreement. This Agreement, together with all exhibits which are incorporated herein, supersedes any prior agreements, negotiations and communications, oral or written, and this Agreement, together with the all exhibits which are incorporated herein, contains the entire agreement between Buyer and Seller as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party shall be of any effect unless it is in writing and executed by the party to be bound thereby. (l) Partial Invalidity. If any portion of this Agreement, as applied to either party or to any circumstances, shall be adjudged by a court to be void or unenforceable, such portion shall be deemed severed from this Agreement and shall in no way effect the validity or enforceability of the remaining portions of this Agreement. (m) Successors and Assigns. Subject to the provisions of Paragraph 16 hereof, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. (n) Business Days. In the event any date described in this Agreement relative to the performance of actions hereunder by Buyer, Seller and/or Seller falls on a Saturday, Sunday or legal holiday, such date shall be deemed postponed until the next business day thereafter. (o) Submission of Document. Submission of this Agreement to Buyer for examination or signature does not constitute a reservation, right or option to purchase the Property, and will not be effective as a binding purchase and sale agreement or otherwise until full execution by and delivery to both Buyer and Seller. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first written above. 10

SELLER: CITY OF CALABASAS By Michael Harrison Mayor ATTEST: Mark Jomsky Assistant City Clerk APPROVED AS TO FORM: Michael G. Colantuono City Attorney BUYER: CALIFORNIA JOINT POWERS INSURANCE AUTHORITY By Its: ATTEST: Its: APPROVED AS TO FORM: Authority Counsel 11

EXHIBITS A-1 and A-2 PROPERTY DESCRIPTIONS 12

EXHIBITS B-1 and B-2 QUITCLAIM DEEDS 13

EXHIBIT C ASSIGNMENT AND ASSUMPTION AGREEMENT 14

EXHIBIT D COOPERATION AGREEMENT AMENDMENT 15