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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW
INSTRUCTIONS
3 THIS FIRST AMENDMENT TO PURCHASE SSE AND SALE AGREEMENT AND
ESCROW ROW INSTRliCTIONS (this "First Amendment") is entered into as of March 4, 2008 (the
"Effective Date") by and between the CITY OF REDLANDS, a California municipal
corporation ("Seller"). and OAKMONT REDLANDS PALMETTO) I1, LLC, a Delaware limited
liability company("Buyer").
RECITALS :
A. Seller and Oakmont National Development 11, LLC, a Delaware limited liability
company (as predecessor-in-interest to Buyer) ("Original Buyer") entered into that certain
Purchase and Sale Agreement and Escrow Instructions dated as of September 4, 2007 (the
"Purchase Agreement"), pursuant to which Seller agreed to sell and Buyer agreed to purchase
that certain real property located in the City of Redlands, State of California and more
particularly described in the Purchase Agreement (the "Property").
B. Buyer and Original Buyer entered into that certain Assignment of Purchase and
Sale Agreement dated as of February 12, 2008 (the "Assignment"), whereby Original Buyer
assigned to Buyer and Buyer assumed from Original Buyer all of Original Buyer's rights, title
and interest in the Purchase Agreement.
C. Seller and Buyer desire to amend the Purchase Agreement in accordance with the
terms of this First Amendment.
D. All capitalized terms not otherwise specifically defined in this First Amendment
shall have meanings ascribed to such terms in the Purchase Agreement,
NOW. THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other Qood and valuable consideration, the receipt and sufficiency of
hich is hereby acknowledged, the parties hereby agree as follows:
1. Extension of Close of Escrow. Notwithstanding anything contained in the
Purchase Agreement to the contrary, the Close of Escrow(as that term is defined in Section 2.2
of the Purchase Agreement) shall occur on, and the term "Close of Escrow" shall refer to, a date
that shall be no later than March 21, 2008. Additionally, from and after the Effective Date,
Buyer and Seller hereby acknowledge that, should the parties desire to further extend the Close
of Escrow, notwithstanding anything to the contrary contained in the Purchase Agreement, such
extension may be made pursuant to a letter agreement between Buyer and Seller, which letter
agreement shall be executed, on behalf of Buyer, by an authorized officer of Buyer and, on
behalf of Seller, by Seller's City Manager or his or her authorized designee.
2. Assignment of Purchase Agreement. Seller hereby approves and consents to
Original Buyer's assignment to Buyer, pursuant to the Assignment, of all of Original Buyer's
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rights, title and interest in the Purchase Agreement, which approval and consent
effective as of the date of the Assignment (i.e., February 12, 2008) shall be deemed
. Effect of this First Amendment. Except as amended and/or modified by this First
Amendment, the Purchase Agreement is hereby ratified and confirmed and all other terms of the
Agreement shall remain in full force and effect, unaltered and unchanged by this First
Amendment. In the event of any conflict between the provisions of this First Amendment and
the provisions of the Purchase Agreement, the provisions of this First Amendment shall
Whether or not specifically amended by the provisions of this First Amendment, all of the terms
and provisions of the Purchase Agreement are hereby amended to the extent necessary to give
effect to the purpose and intent of this First Amendment.
4. Counterbarts. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when taken together
will constitute one and the same instrument. The signature page of any counterpart mayybe
detached therefrom without impairing the legal effect of the signature(s) thereon provided
signature page is attached to any other counterpart identical thereto except having additional such
signature pages executed by other parties to this First Amendment attached thereto.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this F"
date first written above, first Amendment as of the
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of
"SELLER" CITY OF REDLANDS,
a California municipal corpor ion
By: _
Name: JonHa 'son
Its: May
ATTEST
Lorri Poyzer, e
"BUYER"
OAKMONT REDLANDS PALMETTO II, LLC,
a Delaware Iimited liability company
By-
Name: Stephen L. Nelsen
Title: Executive Vice President
787348.0 ULA
05955-065/2-19-08/mdk/mdk
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