8H Consent 2009 0504 - Laserfiche WebLink

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PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of , 2009 (the "Effective Date") by and between NORCAL AL LLC, a California limited liability company ("Seller") and the Redevelopment Agency of the City of San Leandro, a public agency ("Buyer"). Seller and Buyer are hereinafter referred to as the "Parties." WHEREAS, Seller is the holder in fee of that certain real property in Alameda County, California, located at 1550 East 14th Street in the City of San Leandro, known as Alameda County Assessor's Parcel No. 077 0540 009 00, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"); WHEREAS, in accordance with the terms and conditions contained herein, Buyer desires to purchase, and Seller desires to sell to Buyer all of Seller's right, title and interest in and to the Land and all easements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land (all of the foregoing collectively hereinafter, the "Property"); WHEREAS, the Property is located within the Alameda County -City of San Leandro (Joint) Redevelopment Project Area (the "Project Area"); WHEREAS, the Parties and the City of San Leandro, a municipal corporation ("City") have executed that certain Settlement Agreement and General Release of All Claims dated as of April 20, 2009 (the "Settlement Agreement"), pursuant to which Buyer agreed to purchase the Property; and WHEREAS, Buyer's purchase of the Property will assist in the elimination of blight in the Project Area, and will facilitate the redevelopment of the Property in accordance with the Redevelopment Plan adopted for the Project Area. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Agreement to Sell and Purchase. Seller agrees to sell and Buyer agrees to purchase the Property subject to the terms and conditions of this Agreement. 2. Purchase Price. The purchase price for the Property shall be Six Million One Hundred Seventy-Five Thousand Dollars ($6,175,000) ("Purchase Price"). 3. Conveyance of Title; Demolition of Existing Building. At the close of escrow, Seller shall convey by grant deed to Buyer marketable fee simple title to the Property, free and clear of all recorded and unrecorded liens, encumbrances, assessments, leases and taxes except: (a) Taxes for the fiscal year in which the escrow for this transaction closes, which shall be prorated as of the close of escrow and handled in accordance with Section 4986 of the California Revenue and Taxation Code; and 1225087-2 ~