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<br />RIGHT OF FIRST REFUSAL AGREEMENT <br /> <br />THIS RIGHT OF FIRST REFUSAL (the "Agreement") is made as of the _ day of <br />_,2005 (the "Date of this Agreement"), by and between BLP Partnership Inc., a California <br />nonprofit public benefit corporation (the "Developer"), and the City of Pleasant on, a California <br />municipal corporation (the "City"). <br /> <br />RECITALS <br /> <br />A. The Developer intends to develop and operate an assisted living facility of <br />approximately one hundred five (105) units including a portion for very low income senior <br />households (the "Improvements") on that certain real property located in the City of PI easant on, <br />County of Alameda, more particularly described in Exhibit A attached hereto (the "Property"). <br />The Property and the Improvements shall be referred to in this Agreement as the "Development". <br /> <br />B. <br /> <br />The City and Developer entered into a Land Disposition Agreement (the "LDA") <br />wherein the Developer agreed to construct and operate the Improvements <br /> <br />dated <br />on the Property. <br /> <br />C. The Developer and the City have entered into a Ground Lease of even date with <br />this Agreement (the "Ground Lease") wherein the Developer has agreed to develop and operate <br />the Improvements and the City has agreed to lease the Property for fifty-five (55) years. <br /> <br />D. The Ground Lease and the LDA provide that in the event the Developer intends to <br />Transfer the Development pursuant to Section _ ofthe Ground Lease, the City shall have a <br />right of first refusal to purchase the Development for an amount equal to the bona fide offer <br />made to the Developer by the potential purchaser. <br /> <br />E. Pursuant to the Ground Lease, the Developer and the City wish to enter into this <br />Agreement. <br /> <br />NOW, THEREFORE, in consideration of the execution of the Ground Lease and other <br />good and valuable consideration, the receipt and sufficiency of which is acknowledged, the <br />Parties agree as follows: <br /> <br />ARTICLE I. RIGHT OF FIRST REFUSAL <br /> <br />Section 1.1 Grant of Refusal Right. <br /> <br />In the event that the Developer receives a bona fide offer from a third party to purchase <br />the Development which the Developer intends to accept in accordance with Section _ ofthe <br />Ground Lease, the City shall have a right of first refusal (the "Refusal Right") on the terms and <br />conditions set forth in this Agreement. <br /> <br />1 <br /> <br />] 44\1 05\159] 09.9 <br />