FIFTH AMENDMENT TO
EXCLUSIVE NEGOTIATION AGREEMENT
THIS FIFTH AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT ("Fifth Amendment") is made effective as of , 2023 by and amongst the City of Alameda, a California municipal corporation ("City"), and Brookfield Bay Area Development Holdings LLC, a Delaware limited liability company ("Brookfield") and Catellus Development Corp., a Delaware corporation ("Catellus") (individually and/ox collectively, "Developer"), on the terms and provisions set forth below.
RECITALS
A. The City and the Developer entered into that certain Exclusive Negotiation Agreement effective as of October 6, 2020 (the "Original Agreement"), pursuant to which City granted Developer exclusive negotiating rights for the proposed transfer of certain real property located within the City of Alameda, State of California commonly referred to as the former Alameda Naval Air Station, now known as Alameda Point. The properly that is subject to the Original Agreement as amended herein is the West Midway development area (the "Propeity") as depicted in the Original Agreement, for the planned development of a mixed-use, mixed-income residential neighborhood on the Property.
B. Pursuant to Section 4 of the Original Agreement, the parties allotted the initial six (6) months of the Initial Term to negotiate a proposed Term Sheet (as defined in the Original Agreement).
Pursuant to Section 1 of the Original Agreement, the Initial Term (as defined in the Original Agreement) commenced on the date the City Council approved the Original Agreement, which approval occurred on October 6, 2020. Therefore; the Initial Term expired on April 6, 2021.
D. Pursuant to Section 4 of the Original Agreement, the City and Developer amended the Original Agreement to confirm the Initial Term and extend the period for negotating the Term Sheet to October 6, 2021 ("First Amendment").
The City and Developer further amended the Original Agreement to extend the period for negotiating the Term Sheet to January 6, 2022, with an additional option for the City Manager to extend the negotiation period to April 6, 2022 ("Second Amendment").
F. The City and Developer further amended the Original Agreement to extend the period for negotiating the Term Sheet to July 6, 2022 ("Third Amendment").
G. The City and Developer further amended the Original Agreement to extend the period for negotiating the Term Sheet to January 6, 2023, with two additional options for the City Manager to extend the negotiation period by three months, up to July 6, 2023 ("Fourth Amendment"),.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the paities hèreto, and of other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto, intending legally to be bound, agree as follows:
1. Paragraph 1 of the Original Agreement ("Term") is modified to read as follows:
The Term of this Agreement shall commence on the date City Council approves this Agreement (the "Effective Date") and shall terminate on July 19, 2023.
Paragraph 2 of the Original Agreement ("Extended Term") is hereby deleted in its entirety.
Except as otherwise specifically provided herein, all other terms and conditions of the Original Agreement shall remain in full force and effect and are hereby ratified and confirmed in all respects by the parties hereto.
This Fifth Amendment and any amendments hereto may be executed in several counterparts, each of which shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart IN WITNESS WHEREOF, the undersigned have executed this Fifth Amendment as of the date first written above:
[Signatures on following page]
2 CITY:
CITY OF ALAMEDA,
a California municipal corporation
By!
Name: Jennifer Ott
Title: City Manager
RECOMMENDED FOR APPROVAL:
By:
Name: Andrew Thomas
Title: Community Development Director
APPROVED AS TO FORM:
By:
Name: L Aslanian
Title: Assistant City Attorney
DEVELOPER:
BROOKFIELD BAY AREA HOLDINGS LLC
A Delaware limited liability company
By:
Name
Title: Eno
CATELLUS DEVELOPMENT CORP.,
a Delaware. @rporatior
By:
Name: Tom Mersholl
Title: EVP