HomeMy WebLinkAboutContract 1697-2 [Gel ?
ORIGINAL
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS ("Second Amendment") is dated as of
*L. . 13 , 2017 ("Effective Date"), between: (1) The City of Cathedral City, a
municipal corporation and general law city, as Housing Successor to The Redevelopment
Agency of the City of Cathedral City, a public body, corporate and politic ("Seller");
and (2) Tri-Millennium Desert Bloom, LLC, a California limited liability company ("Buyer").
Seller and Buyer are sometimes referred to individually as a "Party" and collectively as the
"Parties".
RECITALS
A. Seller and Tri-Millenium Cathedral City, LLC, are parties to that certain
Purchase and Sale Agreement and Joint Escrow Instructions dated as of April 10, 2014 (the
"Original Agreement") as First Amended and Assigned to Buyer in the Assignment and First
Amendment to Purchase and Sale Agreement and Joint Escrow Instructions and Consent to
Assignment ("First Amendment") dated as of January 25, 2016 regarding the purchase and sale
of certain real property located in the City of Cathedral City, County of Riverside, State of
California, as more particularly described in the Original Agreement. All initially capitalized
terms that are used in this Second Amendment have the meanings given to them in the Original
Agreement unless expressly defined otherwise in this First Amendment.
B. Subsequent to their entry into the Original Agreement, Buyer discovered the
presence of a previously unknown and unplotted underground telecommunications line
("Verizon Line") traversing the Adjacent Property. The presence of the Verizon Line makes
development of the Adjacent Property and the Property more difficult. Seller and Buyer desire
to amend the Original Agreement and First Amendment to extend the Outside Closing Date to
allow Buyer additional time to mitigate the development impediments created by the Verizon
Line.
OPERATIVE PROVISIONS
In consideration of the foregoing recitals, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Seller and Buyer agree as
follows:
1. Extension of Outside Closing Date. The Outside Closing Date is extended by an
additional one (1) year to and including October 17, 2017. In addition, upon Buyer's written
request, Seller's City Manager may, in his or her sole and absolute discretion, elect to extend the
Outside Closing Date for one or more additional periods beyond October 10, 2016 for any reason
Seller's City Manager deems sufficient, including force majeure. Seller's City Manager may
approve or deny the foregoing extension request without obtaining City Council approval.
2. Further Modifications by City Manager. Solely on behalf of Seller, and in
addition to the authority given under Section 1, above, Seller's City Manager may, with the
1
Second Amendment to Purchase Agreement(Laundry Parcel)001
C1002-004--2048663.1
concurrence of the City Attorney, execute minor modifications and waivers or non-substantive
amendments to the Original Agreement, the First Amendment or this Second Amendment.
Seller's City Manager may execute any instrument necessary to carry out any action authorized
by this Section 2 without obtaining the City Council's prior approval or subsequent ratification.
3. Counterparts. This Second Amendment may be executed in one or more
counterparts, including the transmission of counterparts by facsimile or electronic mail, each of
which will be considered an original but all of which, taken together, will constitute the same
document.
4. Severability. If any provision of this Second Amendment is found by a court to
be invalid, illegal, or unenforceable, then that portion will be severed from this Second
Amendment, the remaining provisions of this Second Amendment will remain applicable, and
the Parties will negotiate in good faith to modify this Second Amendment to fulfill as closely as
possible its original purpose.
SELLER: BUYER:
THE CITY OF CATHEDRAL CITY, a TRI-MILLENNIUM DESERT BLOOM, LLC,
municipal corporation and general law city, a California limited liability company
as Housing Successor to the Redevelopment
Agency of the City of Cathedral City, a By: Caspian Development LLC, a California
public body corporate and politic limited liability company
Its: Managing member
By 0 i t By:
y i. y
Name: 41 Its /. ABC/0.0.144) Name:
Its: diTy ,01 •,.4.,E Its:
Dated: 14(,a/9 Dated:
2
Second Amendment to Purchase Agreement(Laundry Parcel)001
C1002-004 2048663.1
concurrence of the City Attorney, execute minor modifications and waivers or non-substantive
amendments to the Original Agreement, the First Amendment or this Second Amendment.
Seller's City Manager may execute any instrument necessary to carry out any action authorized
by this Section 2 without obtaining the City Council's prior approval or subsequent ratification.
3. Counterparts. This Second Amendment may be executed in one or more
counterparts, including the transmission of counterparts by facsimile or electronic mail, each of
which will be considered an original but all of which, taken together, will constitute the same
document.
4. Severability. If any provision of this Second Amendment is found by a court to
be invalid, illegal, or unenforceable, then that portion will be severed from this Second
Amendment, the remaining provisions of this Second Amendment will remain applicable, and
the Parties will negotiate in good faith to modify this Second Amendment to fulfill as closely as
possible its original purpose.
SELLER: BUYER:
THE CITY OF CATHEDRAL CITY, a TRI-MILLENNIUM DESERT BLOOM,LLC,
municipal corporation and general law city, a California limited liability company
as Housing Successor to the Redevelopment
Agency of the City of Cathedral City,a By: Caspian Development LLC,a California
public body corporate and politic limited liability company
Its: Managing member
By: By: =
/
Name: Name: -/< �I f1
Its: Its: _pot o)fr il
Dated: Dated:
Second Amendment to Purchase Agreement(Laundry Parcel)001
C 11.r�.nrr7 1+11100 1