Agmt 2005 Union Bank of California (2)

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EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT BY AND BETWEEN UNION BANK OF CALIFORNIA AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO THIS EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (this "Agreement") is entered into effective as of May 24 , 2005 ("Effective Date") by and between the Redevelopment Agency of the City of San Leandro ("Agency") and Union Bank of California, a National Association ("Owner"). Agency and Owner are hereinafter collectively referred to as the "Parties." WHEREAS, the Agency seeks development of the property (the "Property") located at 234-46 Davis Street and 1145 E. 14th Street in the City of San Leandro, and which is more particularly described in Exhibit A attached hereto, in accordance with the redevelopment plan ("Redevelopment Plan") for the Plaza Project Area ("Project Area"); WHEREAS, Owner owns the property known as 234-46 Davis Street or APN 075-0001- 007 -02 ("Owned Parcel") and has a long-term leasehold interest, fixed improvements, and a first right of refusal on the property known as 1145 East 14th Street or APN 075-0001-003 ("Leased Parcel"), (the Owned Parcel and the Leased Parcel are collectively hereafter referred to as "Owner's Property"); WHEREAS, the Agency has purchased property adjacent to Owner's Property III furtherance of the Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Good Faith Efforts to Negotiate. The Parties shall use their best efforts to successfully negotiate a purchase and sale agreement (PSA) which shall describe the terms and conditions governing Owner's conveyance of Owner's Property to the Agency. The Parties shall diligently and in good faith pursue such negotiations. Furthermore, the Parties shall use their best efforts to obtain any third-party consent, authorization, approval, or exemption required in connection with the transactions contemplated hereby. This Agreement does not impose a binding obligation on Owner to convey Owner's Property to Agency, nor does it obligate Agency to acquire any interest in Owner's Property. 2. Agency's Exclusive Right to Negotiate With Owner. Owner agrees that it will not, during the term of this Agreement, directly or indirectly, through any officer, employee, broker, agent, or otherwise, solicit, initiate or encourage the submission of bids, offers or proposals by any person or entity with respect to the acquisition of any interest in Owner's Property or the Union Bank ENRA Page 2 of9