HomeMy WebLinkAboutAgreement A-19-486-2 with CMG Construction Management Inc..pdf Agreement No. 19-486-2
1 SECOND AMENDMENT TO SALE/PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
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THIS SECOND AMENDMENT TO THE SALE/PURCHASE AGREEMENT AND ESCROW
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INSTRUCTIONS ("Second Amendment") is made and entered into this 231d day of December, 2019
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("Effective Date of Second Amendment"), by and between the County of Fresno, a political subdivision of
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the State of California ("Seller"), and CMG Construction Management, Inc., a California corporation
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("Buyer"). Seller and Buyer are sometimes collectively referred to herein as the"Parties," and singularly as
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a "Party." Unless otherwise stated herein, capitalized terms shall have the same meaning as stated in the
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Sale/Purchase Agreement, referenced below.
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WITNESSETH:
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WHEREAS, on September 24, 2019, Buyer and Seller entered into that certain Sale/Purchase
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Agreement and Escrow Instructions, Seller's Agreement No. 19-486 ("Sale/Purchase Agreement")for the
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Seller's sale to Buyer of certain real property described therein, which real property is located at the
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northeast corner of South Cedar Avenue and East Kings Canyon Road, County of Fresno;
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WHEREAS, on November 5, 2019, the Sale/Purchase Agreement was amended to extend
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the due diligence period by thirty (30) days;
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WHEREAS, Buyer has determined the Due Diligence Period is insufficient for Buyer to
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complete its due diligence, and would again like to extend the Due Diligence Period, and consequently, the
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Closing Date, as provided herein;
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WHEREAS, both Parties are agreeable to these amendments to the Sale/Purchase
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Agreement.
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NOW, THEREFORE, upon the Parties' execution of this Second Amendment, Buyer and
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Seller agree to again amend the Sale/Purchase Agreement as follows:
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1.Section 2.02 of the Sale/Purchase Agreement is deleted, and is replaced with the following:
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"2.02 Inspection of the Real Property. Buyer and Buyer's agents, employees, and
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representatives (collectively "Buyer's Agents"), may investigate, inspect, and conduct such
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1 tests upon the Real Property, and each portion thereof, as Buyer deems necessary or
2 advisable ("Buyer's Inspection"), provided however, such testing shall not in any way
3 cause any damage or destruction or diminution of value to the Real Property, or any
4 portion thereof. Buyer acknowledges that Buyer commenced its inspection of the Real
5 Property prior to Buyer's execution of this Agreement. Within three (3) days of the
6 execution of this Agreement, Seller shall provide to Buyer any and all leases, service
7 contracts, and other agreements, of any kind, related to or made in conjunction with the
8 Real Property. Buyer's review of said leases, contracts and agreements shall be
g considered part of the Buyer's Inspection and due diligence. Buyer's approval of any such
10 leases, contracts or agreements shall be a condition precedent to the close of escrow, and
11 Buyer shall have the right to cancel this Agreement, within the Due Diligence Period, with
12 no recourse to Seller if Buyer is unsatisfied with the obligations to be assumed under any
13 such leases, contracts or agreements. Buyer shall have until one hundred and twenty
14 days (120) days from the Effective Date (ending date of the "Due Diligence Period")to
15 perform and complete all remaining due diligence regarding the Real Property, which may
16 include review of matters of title, obtaining all necessary approvals from the Board of
17 Supervisors, inspection of the physical condition of the Real Property, obtaining an
18 acceptable Phase 1 Environmental review, and conducting other such due diligence as
19 Buyer determines appropriate."
20 2. Section 6.05 is deleted, and replaced with the following:
21 "6.05 Closing Date. The Close of Escrow shall be thirty (30) calendar days after the
22 completion of Buyer's Inspection, or thirty (30) calendar days after the end of the Due
23 Diligence Period, whichever is later. Unless otherwise shortened or extended by the
24 Parties in writing, the Close of Escrow shall be on or before February 21, 2020 (the
25 "Closing Date"Y'
26 3. Buyer and Seller agree that this Second Amendment is sufficient to again amend the
27 Sale/Purchase Agreement, and that upon the Parties' execution of this Second Amendment, the
28 Sale/Purchase Agreement, the First Amendment, and the Second Amendment shall together be
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1 considered the "Sale/Purchase Agreement."
2 4. The Sale/Purchase Agreement, as hereby amended, is ratified and continued. All
3 provisions, terms, covenants, conditions and promises contained in the Sale/Purchase Agreement, and not
4 amended herein, shall remain in full force and effect.
5 5. This Second Amendment may be signed in counterparts.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the day
2 and year first hereinabove written.
3 BUYER: SELLER:
CMG CONSTRUCTION MANAGEMENT, INC. COUNTY OF FRESNO
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8 Mark Stevenson, CEO Robert Bash, Director
Internal Services Division
9 County of Fresno
10 Pursuant to Board of Supervisors
Authorization.
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21 FOR ACCOUNTING USE ONLY:
22 FUND: 1020/Multiple
SUBCLASS: 10000
23 ORG: 8905/Multiple
ACCOUNT: 7294/Multiple
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1 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the day
2 and year first hereinabove written.
3 BUYER: SELLER:
CMG CONSTRUCTION MANAGEMENT, INC. COUNTY OF FRESNO
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8 Mark Stevenson, CEO Robert Bash, Director
9 Internal Services Division
County of Fresno
10 Pursuant to Board of Supervisors
Authorization.
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21 FOR ACCOUNTING USE ONLY:
22 FUND: 1020/Multiple
SUBCLASS: 10000
23 ORG: 8905/Multiple
ACCOUNT: 7294/Multiple
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