Agmt 2005 Stahl-Wooldridge Construction Co

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To AGENCY: San Leandro Redevelopment Agency 835 East 14th Street San Leandro, California 94577 Attn: Luke Sims/Amalia Lorentz Phone: 510-577-3311 Fax: 510-577-3310 With a copy to: Meyers, Nave, Riback, Silver & Wilson 555 12th Street, Suite 1500 Oakland, California 94607 Attn: Jayne Williams, City Attorney Phone: 510-808-2000 Fax: 510-444-1108 Any party to this Agreement may change its address for receipt of notices by giving notice of such change to the other party in the manner set forth in this Section. Neither the rejection of a notice by the addressee or the inability to deliver a notice because of a change of address for which no change of address notice was received, shall affect the date on which such notice is deemed received. 16.2 Merger; Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between AGENCY and SELLER relating to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to any 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. The terms ofthis Agreement shall not be modified or amended except by an instrument in writing executed by each of the parties hereto. 16.3 Brokers and Finders. Neither party has had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any real estate broker or other person who can claim a right to a commission or finder's fee in connection with the sale contemplated herein. In the event that any broker or finder makes a claim for a commission or finder's fee based upon any contact, dealings or communication, the party whose conduct is the basis for the broker or finder making its claim shall indemnify, defend and hold harmless the other party against and from any commission, fee, liability, damage, cost and expense, including without limitation attorneys' fees, arising out of or resulting from any such claim. The provisions of this Section 16.3 shall survive the Close of Escrow, or in the event that the Close of Escrow does not occur, the termination of this Agreement. 16.4 Marketing. During the term of this Agreement, provided that AGENCY is not in breach of its obligations hereunder, SELLER shall not list the Property with any broker or otherwise solicit or make or accept any offers to sell the Property, engage in any discussions or negotiations with any third party with respect to the sale or other disposition or financing of the Property, or enter into any contracts or agreements (whether binding or not) regarding any disposition or financing of the Property. 17