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WHEREAS, to facilitate the redevelopment of the Project Areas and the Property, <br /> the Agency desires to convey the Property to City, and City desires to acquire the Property from <br /> Agency, subject to the terms and conditions set forth herein, which are designed to ensure that <br /> the redevelopment of the Property is carried out in accordance with the Redevelopment Plans; <br /> and <br /> WHEREAS, the purpose of this Agreement is to effectuate the Redevelopment Plans by <br /> providing for the redevelopment of the Property as more particularly set forth herein. The <br /> Agency has determined that (i) the disposition and development of the Property pursuant to this <br /> Agreement (a) is consistent with the Redevelopment Plans and the Implementation Plans for the <br /> Project Areas, (b) will be of benefit to the Project Areas, and (c) will further the goals of the <br /> Redevelopment Plans by providing for residential, retail and commercial development in the <br /> Project Areas. <br /> NOW, THEREFORE, in consideration of the mutual covenants contained herein and <br /> other good and valuable consideration, the receipt and sufficiency of which are hereby <br /> acknowledged, the Parties agree as follows. <br /> 1. Conveyance. Agency shall convey to City, and City shall acquire from Agency, <br /> the Property in accordance with the terms, covenants and conditions set forth herein. <br /> 2. Conveyance of Title; Closing. Conveyance of the Property shall be <br /> accomplished by the execution, delivery, and recordation of one or more grant deeds <br /> substantially in the form attached hereto as Exhibit B (the "Grant Deeds ") Unless this <br /> Agreement is terminated pursuant to the terms hereof or extended by mutual written consent of <br /> the Parties, the closing date for conveyance of the Property ( "Closing Date ") shall be a date <br /> mutually agreeable to the Parties, but not later than six (6) months following the Effective Date, <br /> unless the Parties mutually agree to extend such deadline. On the Closing Date: (i) the Agency <br /> shall execute and deliver the Grant Deeds to City; (ii) the City shall execute a Certificate of <br /> Acceptance for each Grant Deed, and (iii) the City shall cause the Grant Deeds to be recorded in <br /> the Official Records of Alameda County, California. Possession of the Property shall be <br /> delivered to City on the Closing Date; provided however, if mutually agreed upon by the <br /> Parties, the Parties may convey the parcels that comprise the Property in one or more <br /> conveyances on different dates. <br /> 3. Prorations; Closing Costs. Property taxes or payments in lieu of taxes (if any <br /> are applicable to the Property) shall be prorated as of the Closing Date based upon the most <br /> recent tax bill available, including any such payments which may accrue or property taxes <br /> which may be assessed after the Closing Date but which pertain to the period prior to the <br /> transfer of title to the Property to City, regardless of when or to whom notice thereof is <br /> delivered. Any bond or assessment that constitutes a lien on the Property as of the Closing Date <br /> shall be assumed by City. Rents payable under any leases existing prior to the Closing Date, <br /> and any utility and sewer service charges shall be prorated as of the Closing Date. Agency <br /> shall pay all recording fees, transfer taxes, escrow fees and closing costs incurred in connection <br /> 1604875.2 2 <br />