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ASSIGNMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS AND CONSENT TO ASSIGNMENT
THIS ASSIGNMENT AND FIRST AMENDMENT TO PURCHASE AND SALE
AGREEMENT AND JOINT ESCROW INSTRUCTIONS2 AND CONSENT TO
ASSIGNMENT ("First Amendment") is dated as of 07-444001 �" , 2016 ("Effective
Date"), among: (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"); (2)Tri-Millennium Cathedral City, LLC, a California limited
liability company ("Assignor"); and (3)Tri-Millennium Desert Bloom, LLC, a California
limited liability company("Assignee"). Seller,Assignor and Assignee are sometimes referred to
individually as a"Party"and collectively as the"Parties".
RECITALS
A. Seller and Assignor are parties to that certain Purchase and Sale Agreement and
Joint Escrow Instructions dated as of April 10, 2014 (the "Original Agreement") 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 First 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, Assignor 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, Assignor, and
Assignee desire to amend the Original Agreement to extend the Outside Closing Date to allow
Assignee additional time to mitigate the development impediments created by the Verizon Line.
C. Section 24 of the Original Agreement provides that Assignor may assign its rights
and obligations under the Original Agreement, subject to Seller's prior written consent. Subject
to the terms of this Agreement, Assignor desires to assign its rights and obligations under the
Original Agreement to Assignee and Assignee desires to accept the assignment of Assignor's
right and assume Assignor's obligations under the Original Agreement ("Assignment"), and
Seller has consented to such Assignment.
D. Seller, Assignor and Assignee desire to amend the Original Agreement as more
particularly set forth herein. All references in the Original Agreement to"Agreement"mean the
Original Agreement as modified by this First Amendment.
OPERATIVE PROVISIONS
In consideration of the foregoing recitals,and for other good and valuable
consideration,the receipt and sufficiency of which are acknowledged, Seller,Assignor and
Assignee agree as follows:
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A,ti mn tt and Fast Amendment to Putcheee Agreement and Consent to Assignment(latodtyPace°001
C1002-004—2040663.1
1. Consent. Seller hereby ratifies and confirms its consent to the Assignment,
subject to the terms and provisions set forth in this First Amendment.
2. Assignment. Assignor hereby grants, assigns, transfers, conveys and delivers to
Assignee all of Assignor's right,title,and interest in,to and under the Original Agreement.
3. Acceptance and Assumption. Assignee hereby accepts Assignor's grant,
assignment, transfer, conveyance and delivery of all of Assignor's right, title and interest in, to
and under the Original Agreement. Assignee hereby assumes all of Assignor's obligations in, to
and under the Original Agreement.
4. Extension of Outside Closing Date. The Outside Closing Date is extended by an
additional one(1) year to and including October 10, 2016. In addition,upon Assignee'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.
5. Disclosure Regarding SB 341. Assignee, Assignor, and Seller acknowledge that
the Assignee's development of the Property may be subject to recently-enacted Senate Bill 341
("SB 341") (Health and Safety Code sections 34176 and 34176.1). Seller makes no
representations or warranties as to the applicability of SB 341 to the Property or Assignee's
intended use or development of the Property. Assignee has obtained its own independent legal
advice concerning the applicability of SB 341 and has satisfied itself as to the applicability (if
any) of SB 341 to Assignee's development and use of the Property. Seller has not made any
representation or warranty, express or implied, as to the applicability of SB 341 to the Property.
As of the Effective Date of this First Amendment, Assignee and Assignor will be deemed to
have released and waived any real or potential claim against Seller based on the application of
SB 341 to the Property or Seller's use and development of the Property. Assignee and Assignor
have been advised by their legal counsel as to the meaning and effect of SB 341 and assume all
risk regarding its interpretation and applicability.
6. 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
concurrence of the City Attorney, execute minor modifications and waivers or non-substantive
amendments to the Original Agreement or this First Amendment. Seller's City Manager may
execute any instrument necessary to carry out any action authorized by this Section 6 without
obtaining the City Council's prior approval or subsequent ratification.
7. Counterparts. This First 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.
8. Severability. If any provision of this First Amendment is found by a court to be
invalid, illegal, or unenforceable, then that portion will be severed from this First Amendment,
the remaining provisions of this First Amendment will remain applicable, and the Parties will
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Assisnmeot and Fast Amendment to Purchase Movement and Consent to Amie®ent(Lamdry Parcel)001
C1002-0O4-2048663.1
negotiate in good faith to modify this First Amendment to fulfill as closely as possible its
original purpose.
SELLER: ASSIGNOR:
THE CITY OF CATHEDRAL CITY,a TRI-MILLENNIUM CATHEDRAL CITY,
municipal corporation and general law city, LLC,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 .i B ,,.
y'�
Name: R ,nCC iw Name:_ i_ V ca,,,oy0, _.
Its: Cal m wl-sue Its: p AcloA_ °r v
Dated: iist'j04 Dated: li Z L
ASSIGNEE:
TRI-MILLENNIUM DESERT BLOOM,LLC,
a California limited liability company
By: Caspian Development LLC, a California
limited liability company
Its: Managing member
By: T dam—
Name: +3 iceP. 5ha�„i•,ic.vc*
Its: Iw k eV*e
Dated: (r yi;
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Assignment.od Fnst Amendment to Purchase Agreement and Comm to Assignment(Laundry Parcel)001
C1002.004—2041663.1