Agmt13 Union Pacific Railroad Company

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�RIGII��!�:., ACQUISITION AGREEMENT THIS AGREEMENT is entered into as of March 28, 2013, by and between the IJNION PACIFIC RAILROAD COMPANY, a Delaware corporation (formerly known as Southern Pacific Transportation Company, a Delaware corporation, successor in interest through merger with Union Pacific Railroad Company, a Utah corporation) ("UPRC") and the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California (the "City"). Recitals A. UPRC has certain interests in that certain real property (the "Site") described in the "Legal Description of the Site," attached hereto as Exhibit A and incorporated herein by reference. The Site consists of approximately 12,290 square feet(0.28 acres)of land area. B. UPRC desires to quitclaim and convey its entire interest in the Site to the City, and the City desires to acquire such interest in the Site from UPRC for purposes of development and use as part of the proposed Depot Circle and other adjacent properties. A�reements NOW, THEREFORE,UPRC AND THE CITY HEREBY AGREE AS FOLLOWS: l. A{�reement to Sell and Purchase. UPRC agrees to sell to the City, and the City agrees to purchase from UPRC, all of UPRC's interest in the Site, upon the terms and for the consideration set forth in this Agreement. 2. Acc�uisition Price. In consideration for the conveyance of the Site by UPRC, the City agrees to pay to UPRC as herein provided an amount equal to THREE HtJNDRED SEVENTY-TWO THOUSAND EIGHT HLJNDRED TEN DOLLARS ($372,810.00) (the "Acquisition Price"). The Acquisition Price shall be paid by the City within three (3) business days of recordation of the Deed (as defined in Section 3 below) and conveyance of UPRC's interest in the Site to the City. 3. Convevance of the Site. All of UPRC's rights, title and interest in the Site shall be conveyed to the City upon recordation of the quitclaim deed (the "Deed"), which deed has been executed and delivered by UPRC to City as of March 21, 2013. All recording costs and any other costs or fees associated with the conveyance of the Site to the City shall be paid by the City. Upon execution and delivery of this Agreement, the City shall file the Deed for recording among the land records in the Office of the County Recorder for San Mateo County. UPRC shall maintain all current fire or casualty and liability policies, if any, in force until conveyance of the Site to the City. 4. Right of Termination by Citv Prior to Conve �I ance. If UPRC does not tender conveyance of title to the Site in the manner, condition and time provided in this Agreement, and 82483.00009\7887902.1 ��