HomeMy WebLinkAboutTutelian & Company - North Fulton Mall - ENA - 1st Amdt. - 2020 1�
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FIRST AMENDMENT TO
EXCLUSIVE NEGOTIATION AGREEMENT
THIS FIRST AMENDMENT TO EXCAIIVE NEGOTIATION AGREEMENT
(First Amendment) is entered into this y of March, 2020, by and between
the CITY OF FRESNO, a municipal corporation (City) and TUTELIAN &
COMPANY, INC., a California corporation (Developer) on the terms and
conditions set forth below.
RECITALS
A. The City and the Developer have entered into that certain Exclusive
Negotiation Agreement (ENA) dated December 14, 2018, which provided for a
negotiation period of 270 days was administratively extended by the City
Manager for an additional 180 days by letter dated September 6, 2019.
B. During the Negotiation Period, the Developer diligently made good
faith efforts to timely complete all its obligations.
C. The City and the Developer desire to extend the Negotiation Period
in order to continue negotiations.
AGREEMENT
NOW, THEREFORE, for and in consideration of the foregoing recitals and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the City and the Developer hereby agree as follows:
Section 1. Extension of Negotiation Period
The Negotiation Period, as defined in paragraph 3 of the ENA, is hereby
extended to and including the date which is nine months from the date of the
execution of this First Amendment, unless sooner terminated in accordance with
this First Amendment, with no further extension by the City Manager.
Section 2. Site Redefined.
The Site is hereby redefined to mean Parking Lot 2 and certain real
property generally bounded by Tuolumne Street, Van Ness Avenue, Merced
Street and Fulton Street (the Site), as depicted on Exhibit A attached hereto and
incorporated herein by this reference.
Section 3. Conditions Precedent.
In addition to the conditions precedent outlined in Section 10 of the ENA,
Developer must comply with the following conditions precedent:
1. A disposition and development agreement (DDA) must be negotiated,
drafted and presented to Council for approval prior to expiration of the
Negotiation Period.
2. As a condition to considering a DDA for approval, City must first
receive (1) a pro forma and proof of necessary financing availability,
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and (2) a letter of interest from CVS with the essential terms of its
approval to an agreement.
Section 4. Proposed Terms and Conditions for DDA.
The proposed terms for a DDA, as referenced in Section 4 of the ENA,
shall include, without limitation, the following:
1. Any liquor entitlement application must comply with new liquor
regulations in the Responsible Neighborhood Market Act.
2. The historic artwork must be addressed at the Developer's expense
and Developer must pay for any associated CEQA analysis and/or
measures.
3. Developer and/or CVS must indemnify the City for any legal
challenges.
4. The DDA must include a release of any known or unknown claims by
Developer.
Section 5. Reports. Pursuant to Section 8.1 of the ENA, Developer
shall present a report to Council within six months of Council approval of this
First Amendment, no later than September 5, 2020.
Section 6. Effect of This First Amendment.
The ENA shall remain in full force and effect except as amended hereby
or inconsistent herewith.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this First Amendment
to be executed by their respective representatives thereunto duly authorized as
of the date first written above.
CITY OF �RES D, Tutelian and Company, Inc.,
A Cali oF,ma-m c per-corporation a California corporation
By By.
it an Cliff Tutelian, Its President and
i anage Secretary
APPROVED A RM:
DOUGLAS T. SLOAN
City Aft ey
By: �P
Laurie Av sian-F Date
Assistant City Attorney
ATTEST:
YVONNE SP-NCE, MMC
City Clerk
By:
Deputy 1� (WeL
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IN WITNESS WHEREOF, the parties have caused this First Amendment
to be executed by their respective representatives thereunto duly authorized as
of the date first written above.
CITY OF Ffl~SNO Tutelian d Company, nc.,
AC li .Qimt uhicip cor� ation a Califo
y_ ilCua�
r'(I Cliff t ian, Its President anb
City AAana er Secretary
APPROVED A M:
DOUGLAS T. SLOAN
City Atto ey
By: . 31,
'q-
Laurie Av 1sian- i Date
Assistant City Attorney
ATTEST:
YVONNE SPENCE, MMC
City Clerk
By:
Deputy
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