Agmt 2013 San Leandro Chamber of Commerce

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