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PURCHASE AND SALE AGREEMENT
<br />THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective
<br />as of ~-~ _ i 0 2010 (the "Effective Date") by and between the City of San Leandro, a
<br />municipal corporation ("Seller") and Chang Income Property Partnership, L.P., San Leandro Land
<br />Series (R11), a Delaware limited partnership ("Buyer"). Seller and Buyer are hereinafter referred to as
<br />the "Parties."
<br />WHEREAS, Seller is the owner of that certain unimproved real property in Alameda County,
<br />California, consisting of a remnant parcel of approximately 3,215 square feet located east of Alvarado
<br />Street in the City of San Leandro and more particularly described in Exhibits A and B of Attachment 1,
<br />attached hereto and incorporated herein by this reference (the "Land");
<br />WHEREAS, in accordance with the terms and conditions contained herein, Buyer desires to
<br />purchase, and Seller desires to sell to Buyer all of Seller's right, title and interest in and to the (i) the
<br />Land and (ii) all easements, hereditaments, and appurtenances belonging to or inuring to the benefit of
<br />Seller and pertaining to the Land, but excepting therefrom all minerals and mineral rights, interests, and
<br />royalties, including without limitation oil, gas and other hydrocarbon substances, without the right for
<br />any purpose whatsoever to enter upon, into or through the surface thereof, as excepted in the deed
<br />executed by Southern Pacific Transportation Company, a Delaware corporation to the City of San
<br />Leandro, a municipal corporation, recorded October 12, 1988, Series Number 1988-257044, Alameda
<br />County records, (all of the foregoing collectively hereinafter, the "Property"); and
<br />WHEREAS, the Property is located within the City of San Leandro Transit Oriented
<br />Development Strategy Area, and Seller has determined that disposition of the Property will facilitate the
<br />implementation of such strategy by facilitating the development of adjacent land.
<br />NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br />which are hereby acknowledged, the Parties agree as follows.
<br />1. Agreement to Sell and Purchase. Seller agrees to sell and convey the Property to Buyer, and
<br />Buyer agrees to purchase the Property from Seller, subject to the terms and conditions set forth in this
<br />Agreement.
<br />2. Purchase Price. The purchase price for the Property shall be Nineteen Thousand Dollars
<br />($19,000) ("Purchase Price").
<br />3. Conveyance of Title. At the close of escrow for conveyance of the Property to Buyer
<br />("Close of Escrow"), Seller shall convey to Buyer by grant deed substantially in the form attached
<br />hereto as Attachment 1 (the "Deed") all of Seller's right, title and interest in the Property.
<br />4. Escrow; Escrow Instructions. Within three (3) business days following the Effective Date,
<br />the Parties shall open an escrow to consummate the purchase and sale of the Property pursuant to this
<br />Agreement at the office of First American Title Company located at 901 Mariners Island Blvd., San
<br />Mateo, CA, 94404, Attn: Karen Matsunaga ("Title Company" or "Escrow Agent") or such other title
<br />1331533-6
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