DocuSign Envelope ID: 7E74E3D1-15AB-4089-B3E1-0FCD1EDB259D
THIRD AMENDMENT TO
EXCLUSIVE NEGOTIATION AGREEMENT
THIS THIRD AMENDMENT TO EXCLUSIVE NEGOTIATION
AGREEMENT (the "Third Amendment") is made effective as of April: 7, 2022, 2022 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/or 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 regotiating 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 property that is subject to the Original Agreement as amended herein is the West Midway development area (the "Property") as depicted in the Original Agreement, for the planned development of a mixed-use, mixed-income residential neighborhood with two hundred and ninety-one (291) residential units and up to five hundred thousand (500,000) square feet of commercial space 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).
B. 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 shall expire on April 6, 2022.
C. 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 negotiating the Term Sheet to October 6, 2021 ("First Amendment").
D. 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")
E. The City and Developer have been negotiating in good faith; however, more time is needed to negotiate and complete the Term Sheet. Therefore, the parties desire to amend the Original Agreement to extend the Initial Term and the period for negotiating the Term Sheet. Section 2 of the Original Agreement authorizes the City Manager to DocuSign Envelope ID: 7E74E3D1-15AB-4089-B3E1-0FCD1EDB259D extend the Initial Term two (2) times for up to three (3) months each time, so long as the Developer is continuing to negotiate in good faith:
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto, 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. Pursuant to Section 2 of the Original Agreement, the City Manager hereby agrees to extend the Initial Term by three months: This extension shall expire on July 6, 2022.
Pursuant to Section 4 of the Original Agreement, the City Manager hereby agrees to extend the period for the parties to negotiate the Term Sheet to July 6, 2022:
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 Third 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.
DocuSign Envelope ID: 7E74E3D1-15AB-4089-B3E1-OFCD1EDB259D IN WITNESS WHEREOF, the undersigned have executed this Third Amendment as of the date first written above.
CITY:
CITY OF ALAMEDA,
a California mundipal corporation
By:
Name: Eric
Title: City Manager
RECONMENDED FOR APPROVAL:
-Decasignad ly.
By: Lisa Mopwell
Name: Lisa Nelson Maxwell
Title: Community Development Director
APPROVED AS TO FORM:
By: Le Aslavian
Name: Len Asianian
Title: Assistant City Attorney
DEVELOPER:
BROOKFIELD BAY AREA HOLDINGS LLC
A Delaware limited liability company
By:
Name. _
Title: ut
CATELLUS DEVELOPMENT CORP.,
a Delaware corporation
By:
Name: Tom Marshall
Title: