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THIRD AMENDMENT TO EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT <br />This Third Amendment to Exclusive Negotiating Rights Agreement (this <br />"Amendment") is entered into effective as of March 1, 2006, ("Effective Date") by and <br />between Mercy Housing California, a California nonprofit public benefit corporation <br />("Developer") and the Redevelopment Agency of the City of San Leandro ("Agency"). <br />Developer and Agency are hereinafter collectively referred to as the "Parties." <br />Capitalized terms used but not defined herein shall have the meaning ascribed to such <br />terms in the Exclusive Negotiating Rights Agreement (as defined below). <br />WHEREAS, the Parties entered into that certain Exclusive Negotiating Rights <br />Agreement dated as of September 6, 2005 ("Agreement") pursuant to which among <br />other obligations, the Developer agreed to obtain or perform certain economic and <br />design analyses related to the redevelopment of the Islander Motel located on East 14tH <br />Street in the City of San Leandro, and the Agency agreed to provide funding far such <br />work in the amount and in accordance with the terms and conditions specified in the <br />Agreement; <br />WHEREAS, the Parties entered into that certain Amendment to Exclusive <br />Negotiating Rights Agreement dated as of December 9, 2005 ("First Amendment") <br />and that certain Second Amendment to Exclusive Negotiating Rights Agreement dated <br />as of February 24, 2006 ("Second Amendment"); <br />WHEREAS, the Parties are negotiating the terms of a loan (the <br />"Predevelopment Loan") pursuant to which the Agency would advance certain funds <br />in order to finance specified predevelopment expenses to be incurred in connection with <br />rehabilitation of the Property which funds shall be repaid to Agency upon the <br />conveyance of the Property to Mercy Housing California XXXIII, a California limited <br />partnership ("Mercy Housing XXXIII") whose general partner is Mercy Housing West, <br />a California nonprofit public benefit corporation (an organization that is controlled by or <br />under common control with Developer); and <br />WHEREAS, in addition to the funds advanced pursuant to the Agreement as <br />amended by the First Amendment and the Second Amendment, the Agency has agreed <br />to advance the sum of Twenty-Five Thousand Dollars ($25,000) (the "Additional <br />Advance") to cover expenses Developer has incurred or will incur for architectural <br />services rendered in connection with rehabilitation of the Property on the condition that: <br />(i) Developer shall pay or shall cause Mercy Housing XXXIII to pay the Additional <br />Advance to Agency upon the conveyance of the Property to Mercy Housing XXXIII or <br />upon such other date as may be specified in the Predevelopment Loan Agreement, (ii) <br />the Additional Advance shall be included as part of the principal amount of the <br />Predevelopment Loan, and (iii) Developer shall execute and deliver or shall cause <br />Mercy Housing XXXIII to execute and deliver all documentation reasonably required by <br />the Agency in connection with the Predevelopment Loan, including without limitation, a <br />loan agreement ("Predevelopment Loan Agreement"), a promissory note and an <br />assignment agreement pursuant to which the Agency shall be provided a security <br />8 ] 2540-3 <br />