8N Consent 2008 0902 - Laserfiche WebLink

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PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of this day of 20_ ("Effective Date") by and between the SAN LEANDRO CHAMBER OF COMMERCE, a California nonprofit public benefit corporation (the "Property Owner"), and the REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO, a public body corporate and politic (the "Agency"). Property Owner and Agency may be referred to herein individually as a "Party" or collectively as the "Parties." RECITALS This Agreement is entered into upon the basis of the following facts, understandings and intentions of the Parties: A. Property Owner is the owner of that certain real property located at 262 Davis Street in San Leandro, California, known as APN 075-0001-009-02, and more particularly described in Exhibit A, attached hereto and incorporated herein by this reference, together with all structures and improvements located thereon (collectively, the "Property"). `The Property is located in the Plaza Redevelopment Project Area (the "Project Area") established pursuant to the redevelopment plan adopted for the Project Area (the "Redevelopment Plan") pursuant to Community Redevelopment Law, California Health and Safety Code Section 33000 et. seq. (the "CRL"). B. Agency desires to purchase the Property from Property Owner for the purpose of developing a project known as Town Hall Square in accordance with the Redevelopment Plan, and Property Owner desires to sell the Property to Agency, on the terms and conditions set forth in this Agreement. C. Agency intends to construct an office condominium (the "Office Condominium") on the ground level of the proposed Callan Parking Garage on Estudillo Avenue (the "Garage"). Upon completion of construction of the Garage and the Office Condominium, the Parties intend to consummate a property exchange pursuant to which Agency will purchase the Property, and Lessor will purchase the Office Condominium; provided however, in lieu of such exchange, as more particularly set forth herein, under certain circumstances, in lieu of such exchange, Agency shall pay cash to Property Owner in payment for the purchase price for the Property together with compensation for the loss of the improvements on the Property and related sums. D. Agency desires to acquire a right of first offer to repurchase the Office Condominium if Property Owner determines to sell the Office Condominium subsequent to Property Owner's acquisition thereof. E. Agency and Property Owner entered into that certain Lease with Option to Purchase Agreement dated as of , 2008 (the "Lease") which sets forth certain representations, warranties and covenants of the Parties regarding the Property and the transactions contemplated by this Agreement. 839228-b 1