Agmt 2013 San Leandro Chamber of Commerce

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