HomeMy WebLinkAboutAgreement A-17-520-1 with River Park Properties III.pdf Agreement No. 17-520-1
L-323-1 ADDENDUM
Rowell/DA/2860
1 ADDENDUM TO LEASE/OPTION TO PURCHASE AGREEMENT
2 THIS ADDENDUM TO LEASE/OPTION TO PURCHASE AGREEMENT (AGT
3 17-520) (hereinafter "ADDENDUM") is made and entered into this 20th day of March, 2018,
4 by and between RIVER PARK PROPERTIES III, a California limited partnership, 265 E. River
5 Park Circle, Suite 150, Fresno, CA 93711 (hereinafter "Landlord") and the COUNTY OF
6 FRESNO, a political subdivision of the State of California, (hereinafter "Tenant"). Landlord
7 and Tenant may, hereinafter, be referred to collectively as "Parties" or individually as "Party".
8 WITNESSETH:
9 WHEREAS, Landlord and Tenant are Parties to that certain Lease/Option to Purchase
10 Agreement #17-520, dated September 26, 2017 ("Lease/Option to Purchase Agreement") for
11 lease with option to purchase of office space at 2100 Tulare Street, Fresno, CA 93721
12 (the "Premises");
13 WHEREAS, Landlord provided Tenant with a letter dated January 31, 2018 terminating
14 the Lease/Option to Purchase Agreement (hereinafter "Termination Letter"), attached
15 hereto and incorporated herein by reference as EXHIBIT A;
16 WHEREAS Landlord and Tenant now desire to revive the Lease/Option to
17 Purchase Agreement (attached hereto and incorporated herein by reference as EXHIBIT
18 B) through Landlord's withdrawal of the Termination Letter and the exchange of good
19 and valuable consideration;
20 WHEREAS the revived Lease/Option to Purchase Agreement shall continue with the
21 same terms and conditions except as amended herein; and
22 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
23 which is hereby acknowledged, the Parties agree as follows:
24 1. The Termination Letter is hereby withdrawn by Landlord and shall have no legal
25 effect upon this ADDENDUM and upon the Lease/Option to Purchase Agreement as
26 amended herein.
27 2. Tenant waives the exercise by Landlord of its right to terminate.
28 3. Landlord and Tenant agree that the Lease/Option to Purchase Agreement is revived
COUNTY OF FRESNO
Fresno,California 1
L-323-1 ADDENDUM
Rowel I/DA/2860
1 and is in full force and effect with the same terms and conditions as if the Termination
2 Letter had never been issued by Landlord except as amended herein.
3 4. Section 35.1 Landlord Contingencv, located on page 25 is deleted and the following
4 words are inserted:
5 "35.1 Landlord Contingency. Notwithstanding anything to the contrary contained
6 herein, but subject to sub-sections 35.1 and 35.2 herein, this Lease shall be
7 contingent and conditional upon Landlord obtaining New Market Tax Credits
8 ("Landlord Contingency") in an amount not less than $8,000,000 cash and on
9 terms and conditions acceptable to Landlord, in its sole discretion. Landlord
10 shall have the right to terminate this Lease upon written notice to Tenant on or
11 prior to the earlier date to occur of(1) July 15, 2018, or, (2) Landlord's delivery
12 to Tenant of Landlord's executed written assurance that Landlord Contingency
13 has been satisfied ("Waiver Landlord Contingency"). Under no circumstances
14 whatsoever shall Landlord's right to terminate this Lease pursuant to this
15 Section 35.1 extend beyond the earlier of(1) or(2) written hereinabove."
16 5. Section 35.2 Plans and Cost Contingency, located on page 25 is deleted and the
17 following words are inserted:
18 "35.2 Plans and Costs Contingency. Further notwithstanding anything to the
19 contrary contained herein, this Lease shall be contingent and conditional upon
20 both Landlord and Tenant mutually approving plans and specifications ("Plans,
21 Specifications and Criteria")for the Tenant improvements("Improvements")to be
22 constructed by Landlord in the Premises and Landlord and Tenant's mutual
23 approval of the costs thereof ("Plans and Costs Contingency"). The Plans,
24 Specifications and Criteria drawings will not be commenced to be prepared by
25 Landlord until this Lease is fully executed. Either party shall have the right to
26 terminate this Lease, upon written notice to the other party, on or before the
27 earlier to occur of(i)July 15, 2018 or(ii) both parties' delivery to the other of their
28 executed written assurance that the Plans and Costs Contingency has been
COUNTY OF FRESNO
Fresno,California
2
L-323-1 ADDENDUM
Rowell/DA12860
1 satisfied. Under no circumstances whatsoever shall either party's right to
2 terminate this Lease pursuant to this Section 35.2 extend beyond the earlier of
3 (i) or(ii) written hereinabove."
4 The Parties agree that this ADDENDUM is sufficient to revive and amend the
5 Lease/Option to Purchase Agreement as stated herein. The Lease/Option to Purchase
6 Agreement is hereby revived, restated, and amended. It is the intent of the Parties that all other
7 provisions of the Lease/Option to Purchase Agreement not amended as provided herein shall
8 remain unchanged.The Parties agree that upon execution of this ADDENDUM the Lease/Option
9 to Purchase Agreement as revived, amended and restated herein and the ADDENDUM shall
10 together be considered the Lease/Option to Purchase Agreement.
11
12 EXECUTED as of the date first herein specified.
13
14 Landlord: Tenant:
River Park Properties III, COUNTY OF FRESNO
15 a California Limited Partnership
By: Lance-Kashian and Company By:
16 a California corporation, S Q 'nt ro, hairman of the Board of
17 neral partner S iso of'the County of Fresno
18 E ward M. Kashian ATTEST: BERNICE E. SEIDEL,
19 Chief Executive Officer Clerk to the Board of Supervisors
County of Fresno, State of California
20 By:
21 Deputy
22
23 Fund No. 0001
Subclass 10000
24 Org. No. 2860
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COUNTY OF FRESNO
Fresno,California 3