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26 <br />Exhibit E <br /> <br />DECLARATION OF ONE AND ONLY RIGHT OF FIRST OFFER <br /> <br /> <br />THIS Declaration of one and only right of first offer (the “Declaration”) is made this ____ <br />day of _________, 20___ by the San Leandro Chamber of Commerce, a California nonprofit <br />public benefit corporation (the “Declarant”). <br />WITNESSETH <br />A. By Agreement of Property Exchange and Indemnity with One and Only Right of <br />First Offer (the “Agreement”) dated _________between the City of San Leandro and the City <br />acting as the Parking Authority of the City of San Leandro (together, the “City”), and the San <br />Leandro Chamber of Commerce, (the “Chamber”), City and Chamber agreed to exchange all <br />that certain land described in the Agreement and Exhibits to the Agreement attached hereto; <br />and <br />B. Pursuant to the Agreement, at closing, the Chamber was required to deliver to City <br />a One and Only Right of First Offer relating to the Office Parcel, as more particularly <br />described in Section 25 of the Agreement (and as more fully depicted in Exhibit D-1 of the <br />Grant Deed between the City and the Chamber, attached hereto, and made a part hereof). <br />NOW THEREFORE, the Declarant, intending to be legally bound hereby and incorporating <br />the foregoing recitals by reference, declares that the Office Parcel is and shall be subject to <br />the covenants and rights hereinafter set forth. <br />1. Grant of One and Only Right of First Offer. The Declarant hereby irrevocably <br />grants to City the following right (hereinafter the “One and Only Right of First Offer”) with <br />respect to the Office Parcel, which One and Only Right of First Offer hereby created shall <br />constitute a covenant running with the land and shall be binding upon the Declarant’s first <br />initiative to sell said Office Parcel. <br /> (a) At any time or times after the date hereof that Declarant desires to sell the <br />Office Parcel, or any portion thereof, to any person or entity (other than as provided below), <br />Declarant shall first offer the Office Parcel, or the relevant portion thereof, as the case may <br />be, once and only once, by written notice to City. Declarant’s notice shall include the <br />proposed sale price and other economic terms of the proposed sale (collectively the “Notice <br />of Sale Terms”). The Parties shall then have forty-five (45) days (time being of the essence) <br />after receiving the Notice of Sale Terms to notify Declarant in writing of City’s election to <br />purchase the Office Parcel, or the relevant portion thereof, as the case may be, in accordance <br />with the conditions of the Notice of Sale Terms, such writing to be accompanied by a bank or <br />certified check in an amount equal to five percent (5%) of the purchase price (the “Deposit”).