Deed - Portion of Williams St - File D-1394, 2005

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any time prior to expiration of the option, the parties will negotiate in good faith the terms, conditions, and procedures for the purchase and sale of the City Right of Way property. (b) The parties acknowledge that an additional project to connect the southbound Interstate 880 off -ramp to Westgate Parkway may be constructed at some point in the future ("Connector Project"). The parties further acknowledge that the Connector Project may be delayed for some unknown period of time as the project would be principally funded through grant funds that have not yet been identified or allocated. In anticipation that the Connector Project will eventually be built, the City grants Property Owner the right and option to purchase any excess portions of the Connector Property located in the vicinity of Timothy Drive as generally depicted on Exhibit D, which portions are no longer needed after the Connector Project is completed. This option to purchase shall remain in effect for 10 years from the Close of Escrow. Prior to expiration of the initial option to purchase period, the Property Owner may, by delivering written notice to the City, extend the option to purchase for an additional 10 years. Property Owner acknowledges that the City cannot sell the Connector Property until the Connector Project is completed, and the City Council approves abandoning the Connector Property. The parties acknowledge that neither contingency may actually occur. Upon notice from the Property Owner to the City that Property Owner wishes to exercise its option to purchase, which notice may be given at any time after the date on which construction of the Connector Project has commenced, but prior to expiration of the option, the parties will negotiate in good faith the terms, conditions, and procedures for the purchase and sale of the Connector Property. (c) The City agrees to use its best efforts to facilitate a long-term ground lease between the Property Owner and Caltrans for those portions of real property owned by Caltrans that are adjacent to the Property and that Caltrans determines to be excess, or that are otherwise designated by Caltrans as surplus property. (d) At the Close of Escrow, the parties shall execute and record this Agreement in the real property records of Alameda County. Section 21. Exhibits. The following Exhibits are attached to this Agreement and incorporated herein by the respective references to them in this Agreement: Exhibit A Property Map Exhibit B Extension Property Legal Description Exhibit C City Right of Way Legal Description Exhibit C-1 City Right of Way Land and Improvements Valuation Exhibit D Connector Property Map Exhibit E Approved Exceptions Westgate Agreement