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11 <br />25. One and Only Right of First Offer. Chamber hereby grants to City a One and <br />Only Right of First Offer to purchase the Office Parcel in the event that at any time after <br />Chamber’s acquisition thereof, Chamber determines to sell, lease or otherwise convey the Office <br />Parcel. This grant of a One and Only Right of First Offer to City means that Chamber will not <br />solicit offers for, nor accept an offer for the sale, lease or other conveyance of the Office Parcel <br />without first offering to sell or lease such property to City, once and only once, by written notice <br />(“Notice of Offer”). If City and Chamber do not reach agreement on the terms for the sale of the <br />Office Parcel within forty five (45) days following Chamber’s delivery of a Notice of Offer to <br />City, then Chamber shall be free to solicit and accept offers from other parties; provided <br />however, Chamber shall not accept an offer, nor agree to sell the Office Parcel on terms equal to <br />or less favorable to Chamber than the terms set forth in City’s last offer for such property, <br />without first offering such property to City on the same terms. City’s One and Only Right of <br />First Offer shall begin on the Effective Date, and shall continue throughout the period of time <br />that Chamber owns the Office Parcel. The provisions of this Section 25 shall survive the close of <br />escrow, and shall be memorialized in a Declaration of One and Only Right of First Offer <br />substantially in the form attached hereto as Exhibit E, which shall be executed by the Parties and <br />recorded in the Official Records of Alameda County. <br />26. Occupancy Prior to Close of Escrow; Indemnity. City hereby grants to Chamber a <br />revocable license to occupy the Office Parcel prior to close of escrow subject to the terms and <br />conditions set forth in this Section 26. <br />Chamber’s use and occupancy of the Office Parcel shall be subject to all of the conditions <br />set forth in the following paragraphs (a) through (j): <br /> <br /> (a) If escrow for the sale of the Office Parcel to Chamber does not occur by <br />_________________, 20__: (i) Chamber shall vacate the Office Parcel and remove all <br />personal property and equipment from the Office Parcel by not later than <br />_________________, 20__ (“License Termination Date”); (ii) if Chamber remains in <br />occupancy of the Office Parcel past the License Termination Date, Chamber shall pay to <br />City One Hundred and Fifty Dollars ($150) for each day following the License <br />Termination Date that Chamber occupies the Office Parcel, and (iii) City shall have the <br />right to eject Chamber from the Office Parcel if Chamber fails to vacate the Office Parcel <br />upon ten (10) days’ written notice. <br /> <br /> (b) Chamber shall pay all costs and expenses related to Chamber’s use of the <br />Office Parcel which accrue during or are attributable to any period during which Chamber <br />remains in occupancy of the Office Parcel. Such costs and expenses shall include, <br />without limitation, all costs and expenses attributable to, paid, or incurred in connection <br />with the operation, repair, and maintenance of the improvements, all water, sewer and <br />utility charges, insurance premiums, and all charges for refuse disposal, janitorial, <br />landscape maintenance and other services provided to the Office Parcel. <br /> <br /> (c) Chamber shall pay, prior to delinquency, all real property taxes, possessory <br />interest taxes, license and permit fees, sales, use or occupancy taxes, and general and