RDA Agmt 2009 Norcal AL LLC - Laserfiche WebLink

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ORIGINAL PURCHASE AND SALE AGREEMENT THIS P RCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of , 2009 (the "Effective Date") by and between NORCAL AL LLC, a California limite 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 14t" 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") which is incorporated herein by reference, pursuant to which Buyer agreed to purchase the Properly; 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 a manner consistent with the City's TOD zoning ordinance and its Environmental Impact Report and in accordance with the Redevelopment Plan adopted for the Project Area (the "Redevelopment Plan"). 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"). 2.1 Deposit of Purchase Price into Escrow. Buyer will deposit the sum of Twenty-Five Thousand Dollars ($25,000) (the "Deposit") into escrow within ten (10 business days following the Effective Date. The entire Deposit shall be applied toward the Purchase Price. All but One Hundred Dollars ($100) of the Deposit shall be refundable if this Agreement is terminated or escrow otherwise fails to close; the parties agree that said $100 is nonrefundable notwithstanding any other provision of this Agreement to the contrary. Buyer will deposit the 1225087-5 1