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THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND <br />DISPOSITION AND DEVELOPMENT AGREEMENT <br />THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND <br />DISPOSITION AND DEVELOPMENT AGREEMENT (this “Third Amendment”) is entered <br />into as of December 19, 2022, by and between the City of San Leandro, a California charter city <br />organized and existing under the laws of the State of California (“City”), and Cal Coast <br />Companies LLC, Inc., a Delaware corporation doing business in California as Cal Coast <br />Companies & Development (“Developer”). City and Developer are referred to individually as <br />“Party,” and collectively as the “Parties.” <br />RECITALS <br />A. City and Developer have entered into a Disposition and Development Agreement <br />for development of certain City owned property located within the City limits in the Shoreline- <br />Marina area, dated as of July 22, 2020, and amended by the First Amendment to Purchase and <br />Sale Agreement and Disposition and Development Agreement dated March 17, 2021, and the <br />Second Amendment to Purchase and Sale Agreement and Disposition and Development <br />Agreement dated June 21, 2022 (as amended, the “DDA”). <br />B. In connection with the DDA, City and Developer have entered into a Purchase <br />and Sale Agreement (the “Single Family PSA”) for development of between two hundred (200) <br />and two hundred fifteen (215) for sale attached and detached single family homes on certain <br />City-owned property to be sold to Developer (the “Single Family Property”), dated as of July 22, <br />2020, as amended. The Single Family PSA provides for Developer to pay to City the full <br />purchase price for the Single Family Property through the escrow for the closing of the sale. <br />C. Developer has requested that City provide short-term seller takeback financing for <br />a portion of the purchase price of the Single Family Property, with the remainder of the purchase <br />price to be paid by Developer through the escrow. <br />D. City and Developer desire to enter into this Third Amendment to provide for City <br />to make a short-term seller takeback loan to Developer for a portion of the Single Family <br />Property purchase price, and to make other changes to the Single Family PSA and the DDA. In <br />order to accommodate the making of such loan, the Parties desire to revise the outside date for <br />the close of escrow of the sale of the Single Family Property pursuant to the Single Family PSA, <br />and the commencement of the Ground Leases pursuant to the DDA, to a date not later than <br />December 31, 2022. <br /> NOW THEREFORE, in consideration of the mutual covenants and agreements <br />hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of <br />which are hereby acknowledged, the Parties agree as follows: <br /> <br /> 1. Takeback Financing Loan. City agrees to loan to Developer the total principal <br />amount of Twenty-Four Million Eight Hundred Eighty-Two Thousand Nine Hundred Fifty-Eight <br />Dollars ($24,882,958) (“City Loan”). The City Loan constitutes seller takeback financing for a <br />portion of the purchase price of the Single Family Property, and the City shall not be required to