Amendment 2 to Broker Agreement - Town Hall Square.DOCX

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AMENDMENT NO. 2 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND JONES LANG LASALLE BROKERAGE, INC. FOR MARKETING ASSISTANCE FOR SALE OF CITY PROPERTIES FOR DEVELOPMENT This Amendment No. 2 (“Amendment”) is made by and between the City of San Leandro (“City”) and Jones Lang LaSalle Brokerage, Inc. (“Consultant”) (sometimes referred to herein as the “Parties”) as of _______________, 2022, and amends that certain Consulting Services Agreement between the Parties dated February 11, 2015, as amended by Amendment No. 1 to Consulting Services Agreement dated November 15, 2016 (as amended, the “Agreement”). RECITALS WHEREAS, the City and the Successor Agency to the Redevelopment Agency of the City of San Leandro (“Successor Agency”) have entered into a Purchase and Sale Agreement and Joint Escrow Instructions with Beam Development, LLC (“Purchaser”) dated November 6, 2017, as amended (as amended, the “PSA”), for the sale of the real property located at 212 Davis Street, 222 Davis Street, 250 Davis Street, 262 Davis Street, 290 Davis Street, and 119 E. 14th Street, San Leandro, California (the “Town Hall Square Properties”); and WHEREAS, the Fifth Amendment to PSA provides that in connection with Purchaser’s purchase of the Town Hall Square Properties, the Purchaser will be given a right to resell the land to the City if the Purchaser does not receive development approvals for the project proposed to be constructed on the Town Hall Square Properties, or such development approvals are challenged through litigation (the “Put Option”); and WHEREAS, the Fifth Amendment to PSA provides that in order to ensure that there will be sufficient funds for the City’s repurchase of the Town Hall Square Properties pursuant to the Put Option, the purchase price proceeds will be held in an escrow account until the City’s repurchase of the Town Hall Square Properties or the Put Option has expired or terminates; and WHEREAS, the Parties desire to provide that if the sale of the Town Hall Square Properties closes on or prior to December 31, 2022, one-half of the commission to be paid to Consultant will be paid concurrently with the close of escrow for such sale, and the remaining portion of the commission will be paid to Consultant at the first to occur of (a) the time that the Put Option expires and City receives or is eligible to receive its share of the purchase price proceeds from the escrow, or (b) if the City and Successor Agency repurchase the Town Hall Square Properties pursuant to the Put Option Agreement, at the time that the Town Hall Square Properties are resold to another purchaser. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereby amend the Agreement as follows: 1. Compensation for Town Hall Square Properties. The following is hereby added to the end of Section 2.1 of the Agreement: DocuSign Envelope ID: 62C9D76B-EAB6-4159-8233-66570678C6ED December 19