Inst 2013 Property Exchange - Chamber of Commerce

Home

PROPERTY EXCHANGE AND INDEMNITY AGREEMENT WITH ONE AND ONLY RIGHT OF FIRST OFFER THIS PROPERTY EXCHANGE AND INDEMNITY AGREEMENT WITH ONE AND ONLY RIGHT OF FIRST OFFER(this"Agreement"), dated as of , 2013 ("Effective Date"), is entered into by and between the City of San Leandro, a municipal corporation ("City")and the San Leandro Chamber of Commerce, a California nonprofit public benefit corporation("Chamber"). City and Chamber are hereinafter collectively referred to as the "Parties." RECITALS A. Chamber is the owner of that certain real property located at 262 Davis Street in the City of San Leandro, known as Alameda County Assessor's Parcel No. 075-0001-009-02,and more particularly described in Exhibit A attached hereto (the"Chamber Property"). B. City is the owner of the real property located in the City of San Leandro at 120-122 Estudillo Avenue(the "City Property"). The City Property is improved with a four-story parking garage consisting of approximately 47,434 square feet(the"Garage")and approximately 2,175 square feet of commercial office space (the"Office"). City has, or shall, subdivide the City Property into two parcels as depicted on Parcel Map 10073 attached hereto as Exhibit B. As a result of such subdivision, the Office will constitute a parcel (the "Office Parcel" shown as Parcel 2 on the Parcel Map)and the Garage together with the land beneath the Garage and the Office will constitute a second parcel (the "Garage Parcel," shown as Parcel 1 on the Parcel Map). C. The City Council has determined that the acquisition of the Chamber Property and the exchange of the Office Parcel for the Chamber Property pursuant to this Agreement will facilitate completion of the Town Hall Project, and will be in the best interests of the City and the health, safety and general welfare of the residents and taxpayers of the City. NOW,THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows. 1. Recitals. The Parties acknowledge that the foregoing recitals are true and correct and are incorporated herein by this reference. 2. Chamber Conveyance to City. Chamber shall convey to City, and City shall accept is from Chamber,the Chamber Property in accordance with the terms, covenants and conditions set forth herein. The conveyance of the Chamber Property from Chamber to City shall be accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit C (the "Chamber Property Grant Deed"). 1