Excl Negotiating Rights Cal Coast Developer Amdt 2

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SECOND AMENDMENT TO EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT THIS SECOND AMENDMENT to Exclusive Negotiating Rights Agreement (this "Amendment") is entered into as of June 3, 2019, by and between City of San Leandro, a California charter city (the "City"), and Cal-Coast Companies LLC, Inc., a Delaware corporation doing business in California as Cal Coast Developer, Inc. ("Developer"), and amends that certain Exclusive Negotiating Rights Agreement dated April 2, 2012 by and between the City and Developer, as amended by that certain First Amendment to Exclusive Negotiating Rights Agreement dated April 2, 2018 (as amended, the "Agreement"). Developer and City are collectively referred to herein as the "Parties." Capitalized terms used without definition herein have the meaning ascribed to such terms in the Agreement. RECITALS A. The City and Developer entered into the Agreement in order to negotiate terms and conditions governing the development of the Marina-Shoreline Project (the "Project"), and the Parties have in good faith pursued such negotiations. B. Over the course of the past year, City staff and Developer have been diligently working together on the preparation of a proposed Development Agreement and land conveyance agreements, the appraisal of Project land, obtaining the review and evaluation of the Project from City staff and other public agencies, and other actions necessary to further the development of the Project. C. The City and Developer desire to enter into this Amendment to provide for a further extension of the time for performance under the Agreement, NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Section 1. Section 3 of the Agreement is hereby replaced in its entirety as follows: 3. Term. The term of the Agreement ("Term") shall commence on the Effective Date, and shall terminate on February 28, 2020. Any extension of the Term shall require the mutual approval of the Developer and the City Council. Section 2. Timeline. Exhibit D to the Agreement is hereby replaced in its entirety by Exhibit D-2, attached hereto and incorporated into this Amendment and into the Agreement by this reference. Section 3. Severability. If any term of this Amendment is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the City or Developer are materially altered or abridged by such invalidation, voiding or unenforceability. · 744