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1 <br />PROPERTY EXCHANGE AND INDEMNITY AGREEMENT <br />WITH ONE AND ONLY RIGHT OF FIRST OFFER <br /> <br /> <br />THIS PROPERTY EXCHANGE AND INDEMNITY AGREEMENT WITH ONE AND <br />ONLY RIGHT OF FIRST OFFER (this “Agreement”), dated as of _____________, 2013 <br />(“Effective Date”), is entered into by and between the City of San Leandro, a municipal <br />corporation, and the City acting in its capacity as the Parking Authority of the City of San <br />Leandro, a body corporate and politic, (together, the “City”) and the San Leandro Chamber of <br />Commerce, a California nonprofit public benefit corporation (“Chamber”). City and Chamber <br />are hereinafter collectively referred to as the “Parties.” <br /> <br />RECITALS <br /> <br />A. Chamber is the owner of that certain real property located at 262 Davis Street in the <br />City of San Leandro, known as Alameda County Assessor’s Parcel No. 075-0001-009-02, and <br />more particularly described in Exhibit A attached hereto (the “Chamber Property”). <br /> <br /> B. City is the owner of the real property located in the City of San Leandro at 120-122 <br />Estudillo Avenue (the “City Property”). The City Property is improved with a four-story <br />parking garage consisting of approximately 47,434 square feet (the “Garage”) and <br />approximately 2,175 square feet of commercial office space (the “Office”). City has, or shall, <br />subdivide the City Property into two parcels as depicted on Parcel Map 10073 attached hereto as <br />Exhibit B. As a result of such subdivision, the Office will constitute a parcel (the “Office <br />Parcel” shown as Parcel 2 on the Parcel Map) and the Garage together with the land beneath the <br />Garage and the Office will constitute a second parcel (the “Garage Parcel,” shown as Parcel 1 <br />on the Parcel Map). <br /> <br />C. The City Council has determined that the acquisition of the Chamber Property and the <br />exchange of the Office Parcel for the Chamber Property pursuant to this Agreement will facilitate <br />completion of the Town Hall Project, and will be in the best interests of the City and the health, <br />safety and general welfare of the residents and taxpayers of the City. <br /> <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 /> <br />1. Recitals. The Parties acknowledge that the foregoing recitals are true and correct and <br />are incorporated herein by this reference. <br /> <br />2. Chamber Conveyance to City. Chamber shall convey to City, and City shall accept <br />from Chamber, the Chamber Property in accordance with the terms, covenants and conditions set <br />forth herein. The conveyance of the Chamber Property from Chamber to City shall be