RDA Agmt 2001 Batarse Family Trust UTA

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1.03 Development of the Yokota Property. The Agency shall acquire the portion of the property at 467, 505 and 517 Marina Boulevard (hereinafter the "Yokota Property") from its current owners for $9,500,000. The Agency shall convey the portion of the Yokota Property set forth in Exhibit C ("Yokota Site A") to Developer pursuant to the terms of this Agreement. The Agency shall convey the portion of the Yokota Property set forth in Exhibit C ("Yokota Site B") to Lavery California Dealership Properties No.1 L.L.C. pursuant to the terms of this Agreement. The Agency shall retain ownership of the portion of the Yokota Property set forth in Exhibit C ("Yokota Site C")and quitclaim said portion to the City for development of a road providing access to Sites A and B. The Agency shall retain ownership of the portion of the Yokota Property set forth in Exhibit C ("Yokota Site D") for future use by either the Agency or the City. Concurrent with execution of this Agreement, Developer has executed a purchase and sale agreement for the real property described herein as Yokota Site D ("Purchase and Sale Agreement"), attached hereto as Exhibit D. The Purchase and Sale Agreement includes all material terms for the purchase and sale of the Yokota Site D property, including a purchase price based on a land value of $25.30 per square foot. Prior to execution of the Purchase and Sale Agreement by the Agency and for eighteen (18) months following execution of this Agreement ("Acceptance Period"), the Purchase and Sale Agreement will be anon-revocable offer by Developer to purchase the Yokota Site D property according to the terms contained therein. Agency may accept such offer, and exercise the option to sell the property created herein, by executing and delivering the Purchase and Sale Agreement to Developer within the Acceptance Period. If the Agency fails to execute and deliver the Purchase and Sale Agreement within the Acceptance Period, the offer, and the Agency's option to sell the Property, shall terminate. If the Agency does accept, it shall process a lot line adjustment to create the property to be conveyed and combine such property with Yokota Site A. Developer shall have the right to access and use Site D unless and until the Agency terminates the Purchase and Sale Agreement at Exhibit D. If paving of Site D is necessary to serve Developer's intended use of Site D, Developer shall fund such paving, however, if Agency terminates the Purchase and Sale Agreement at Exhibit D, the Agency shall reimburse Developer's cost of such paving. If Site D is necessary for fire access to Sites A and B, Developer shall have no obligation to purchase the portion of Site D necessary for such fire access. Developer and Agency shall work with the Adjacent Developer to negotiate the terms under which Developer and the Adjacent Developer shall maintain the necessary fire access. The Agency shall make an annual payment of tax increment funds to Developer(hereinafter "Annual Payment")until Developer receives $600,000 in financial assistance. The Annual Payment shall be calculated as the amount equal to 50% of the net sales tax generated antl received by the City of San Leandro, attributable to the Dealership. The payment shall be calculated and made on July 1 of each year. The payments shall not begin until the first July 1 after the Dealership generates at least $100,000 in sales tax. Should Health and Safety Code Section 33426.7 apply to any dealership located on the Yokota Site, the annual payments shall be reduced by the amount of any costs to the City of any sales tax sharing agreement required by Section 33426.7. Developer currently owns the property at 563 Marina Boulevard. Developer agrees to develop those properties in conjunction with the Yokota Site A into a dealership selling new and used automobiles pursuant to this Agreement. The dealership shall be of the same quality as the dealerships at 1314 Marina Boulevard and 1152 Marina Boulevard. The Agency shall reimburse Developer $100,000 for the cost of widening Marina Disposition and Development Agreement (Automall) Page 5 of 29