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THIS EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (this "Agreement") is <br />entered into effective as of N(~Ve~ylbG~ I(~ , 2009 ("Effective Date") by and between the <br />Redevelopment Agency of the City of San Leandro, a public agency ("Agency") and Innisfree <br />Ventures H, LLC, a California limited liability company ("Developer"). Agency and Developer <br />are hereinafter collectively referred to as the "Parties." <br />WHEREAS, the Agency seeks development of an infill project in the City of San <br />Leandro ("City") consisting of a mix of residential, office, and/or ground-floor commercial (the <br />"Project") on the property located within the Plaza Redevelopment Project Area on the block <br />bounded by San Leandro Creek, Davis Street, and East 14th Street and more particularly <br />described in Exhibit A attached hereto (the "Town Hall Square Site") and the property located <br />within the Alameda County/City of San Leandro (Joint) Redevelopment Project Area at 1550 <br />East 14th Street and more particularly described in Exhibit B attached hereto (the "Gateway <br />Site" and together with the Town Hall Square Site, collectively hereafter, the "Property"); <br />WHEREAS, the redevelopment plans for the Plaza Project Area and Alameda <br />County/City of San Leandro (Joint) Project Area call for the Agency to improve the physical <br />cohesiveness ofpedestrian-oriented shopping and offices with residential development in <br />downtown area; <br />WHEREAS, the Property was identified as a key opportunity site in the City of San <br />Leandro's Transit Oriented Development Strategy due to its potential to develop in the near <br />term, stimulate other development, significantly increase transit ridership, accommodate a <br />diversity of product types, and strengthen the vitality and economic strength of downtown San <br />Leandro; <br />WHEREAS, as of the Effective Date, the Agency owns or is in contract to acquire the <br />Gateway Site; <br />WHEREAS, the Agency owns the following parcels located within the Town Hall Square <br />Site: 210-30 Davis Street, 250 Dads Street, 290 Davis Street, and 1199 East 14th Street <br />(hereafter, together with the Gateway Site, collectively, the "Agency Property"); <br />WHEREAS, the Agency previously issued a Request for Qualifications for development <br />of the Town Hall Square Site, the Developer's principal, David Irmer, timely submitted a <br />response to such RFQ, and Agency staff have determined that David Irmer has appropriate <br />qualifications and experience; <br />WHEREAS, at its meeting of July 9, 2009, the City Council Business and Housing <br />Development Committee directed staff to pursue negotiations with Developer regarding <br />Developer's proposed development of the Property, and authorized staff to prepare an agreement <br />granting Developer exclusive rights to negotiate for the purpose of reaching agreement on terms <br />and conditions for development of the Project; and <br />1284546-2 2 <br />OHS West2607188992 <br />19268-3 C14 <br />