HomeMy WebLinkAboutContracts & Agreements_169-2021AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS ("Amendment") is made as of the 1st day of September, 2021, by
and between LDC INDUSTRIAL REALTY, LLC, a California limited liability company
("Buyer"), and the CITY OF REDLANDS, a California municipal corporation ("Seller")
WITNESSETH.
WHEREAS, Buyer and Seller are parties to that Purchase and Sale Agreement dated as of
July 20, 2021 (the "Agreement") between Buyer and Seller respecting certain real property
primarily located in unincorporated San Bernardino County, California and identified as County
Assessor Parcel Numbers 0292-041-08, 38, and 44-0000 and more particularly described therein
(the "Property") and
WHEREAS, Buyer and Seller have agreed upon the terms of certain amendments to the
Agreement, all as more fully set forth below
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree to amend and modify the Agreement as follows
1. Defined Terms. All capitalized terms not defined herein shall have the meanings ascribed
to such terms in the Agreement.
2. Purchase Price. The first sentence of Section 2 of the Agreement is hereby amended to
provide that the Purchase Price for the Property shall be Forty Six Million One Hundred Thousand
Dollars ($46,100,000 00)
3. Deposit. Section 2 1 of the Agreement is hereby amended (i) to provide that the Deposit
is $550,000 and shall be deposited into Escrow within five (5) days after the date that this
Amendment has been executed by both Buyer and Seller, (ii) to provide that $50,000 of the Deposit
shall be non-refundable except in the event of a Seller Default (the "Non -Refundable Portion")
and (iii) to amend the last sentence thereof to read as follows "The Deposit shall be non-
refundable, except the Deposit other than the Non -Refundable Portion shall be refundable as
specifically provided in Sections 4.2, 4 3.2, 5 1, 11 1, 11.2 and the entire Deposit, including the
Non -Refundable Portion, shall be refundable under 12.1 of this Agreement, but shall be credited
against the Purchase Price."
4. Buyer's Diligence Tests The first sentence of Section 4 1 1 of the Agreement is amended
by deleting therefrom the words "For sixty (60) days from the Opening of Escrow" and replacing
the same with the words "From the date hereof through and including the Due Diligence
Termination Date (as such term is amended by Section 4 of this Amendment)"
5. Buyer's Termination Right. The first sentence of Section 4.2 is amended by deleting
therefrom the words "the date thirty (30) days following the opening of Escrow" and replacing the
1
4819-5352-0120.1
000001-000001
same with "September 20, 2021" (and accordingly the defined term "Due Diligence Termination
Date" shall mean September 20, 2021)
6. Buyer's Review of Title. The first sentence of Section 4 3.2 of the Agreement is amended
by deleting therefrom the words "the date thirty (30) business days following the opening of
Escrow" and replacing the same with "September 20, 2021" (and accordingly the defined term
"Title Review Date" shall mean September 20, 2021) Additionally, clause (i) of Section 4.3.2 of
the Agreement is revised to read as follows "(i) terminate this Agreement, in which case the
Deposit previously deposited in Escrow by Buyer shall be immediately delivered to Buyer"
7 Closing Date. Section 6 1 of the Agreement is hereby amended to provide that the Closing
Date shall be October 1, 2021
8. Broker Indemnity Section 13 of the Agreement is amended by the addition of the
following: "Seller represents and warrants to Buyer that Seller has not engaged any broker in
connection with this transaction, and Seller will indemnify, defend and hold Buyer harmless from
any and all Claims incurred by Buyer by reason of any breach or inaccuracy of the foregoing
representation and warranty of Seller "
9 Permitted Assignment. Section 14 6 of the Agreement is amended by the addition of the
following: "In addition to the foregoing, Buyer's interest in this Agreement may be assigned,
without the necessity of consent by Seller, to Molto Properties LLC, a Delaware limited liability
company ("Molto") or an entity owned, controlled or under common control with Molto ("Molto
Affiliate") and/or to any entity in which Molto or a Molto Affiliate owns an equity interest. Any
time that Buyer's interest in this Agreement is assigned pursuant to the preceding sentence, Buyer
or the assignee shall give Seller prompt written notice of such assignment."
10 Full Force and Effect. Those provisions of the Agreement which are not modified by this
Amendment are hereby ratified and confirmed by the parties hereto and shall remain in full force
and effect, subject to the terms of this Amendment.
11. Counterparts and Facsimile/Portable Document Format Execution. This Amendment
may be executed and delivered by facsimile and portable document format and/or in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument and shall become a binding amendment when one or more of the
counterparts have been signed by each of the parties and delivered to the other party
{Balance of this page intentionally blank; Signature page follows}
2
4819-5352-0120.1
000001-000001
IN WITNESS WHEREOF, the parties have executed this Amendment to Purchase and Sale
Agreement and Joint Escrow Instructions effective as of the day and year first above wntten
BUYER:
LDC INDUSTRIAL REALTY, LLC,
a California limited liability company
By
Name
Title
SELLER.
CITY OF REDLANDS,
a California municipal corporation
By
Name
Title Fo,c;l,titvs aria/ Commvn�f,_ _,Ce, cej Di rec74/
3
4819-5352 0120 1
000001 000001
IN WITNESS WHEREOF, the parties have executed this Amendment to Purchase and Sale
Agreement and Joint Escrow Instructions effective as of the day and year first above written
BUYER
LDC INDUSTRIAL REALTY, LLC,
a California limited liability company
ft
By
Name
Title:
SELLER:
CITY OF REDLANDS,
a California municipal corporation
By.
Name
Title c1t,fitot aril cant,* vA1ip2A)tc•es p,rrc,4r'
3
4819-5352-0120 1
000001 000001