RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Attention: City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Recordation of this Document
is Exempt from Fees Payable to the Recorder
Under Government Code Section 27383
FIRST AMENDMENT TO
PURCHASE, SALE, AND DEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO PURCHASE, SALE, AND DEVELOPMENT AGREEMENT (the “Amendment”) is dated as of _______, 2022, and is entered into by and between CITRUS DEVELOPMENT LLC, a California limited liability company (“Developer”), and the CITY OF FONTANA, a California municipal corporation (the “City” and with Developer, the “Parties”). The Parties enter into this Amendment with reference to the following recitals of fact:
RECITALS
WHEREAS, the Parties entered into that certain Purchase, Sale, and Development Agreement, dated as of December 16, 2020 (the “Agreement”), with respect to that certain real property located in the City of Fontana, County of San Bernardino, State of California, as more fully described in Attachment No. 1 of the Agreement (the “Property”); and WHEREAS, Developer seeks to modify the site plan, attached to the Agreement as Attachment No. 4 (“Site Plan”), and has provided a revised development schedule to facilitate development of the Property according to this modified Site Plan and supplement or supercede the Schedule of Performance attached to the Agreement as Attachment No. 2 (“Schedule of Performance”).
WHEREAS, the Parties desire to amend the Agreement to incorporate the modified Site Plan, revise the Schedule of Performance and related terms to accommodate the development of the Property according to the modified Site Plan, and entitle the City to free use of the Banquet Hall to be constructed on the Property, as more fully set forth herein below.
AGREEMENT
NOW, THEREFORE, it is agreed by and between the Parties as follows:
Amendment of Section 2.1(b) (“Banquet Hall”). Section 2.1(b) is amended to replace “twenty-nine thousand square feet (29,000 sf)” with “twenty-eight thousand square feet (28,000 sf).” Amendment of Section 2.1(oo) (“Outside Closing Date”). Section 2.1(oo) is amended to replace March 31, 2022 with December 7, 2022.
Amendment of Attachment No. 2 – Schedule of Performance. Attachment No. 2 to the Agreement is hereby supplemented by Exhibit A to this Amendment. To the extent any discrepancy or ambiguity exists as between the two Schedules of Performance, the date or deadline set forth in Exhibit A to this Amendment shall control. For the avoidance of doubt and notwithstanding anything to the contrary in the Schedule of Performance, Developer shall commence construction of Phase One by no later than December 5, 2022.
Amendment of Attachment No. 4 – Site Plan. Attachment No. 4 to the Agreement is hereby replaced in full by Exhibit B to this Amendment.
Amendment of Section 10.14. Section 10.14 is replaced in its entirety with the following: “Upon the Close of Escrow, City shall deliver possession of the Property to Developer (or its assignee) free and clear of all rights or claims to possession and use, subject to the following exception: The Parties agree that the City will have free use of the Banquet Hall subject to a separate Use Agreement to be executed by the Parties prior to the issuance of the Certificate of Occupancy after Developer completes construction of Phase One.” Full Force and Effect; Capitalized Terms. Except as amended hereby, the Agreement remains unmodified and in full force and effect. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
Counterparts. This Amendment may be executed in any number of counterparts, including facsimile counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument.
Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of California.
Entire Agreement. This Amendment embodies the entire agreement between the Parties with respect to the substance hereof. This Amendment amends the Agreement and any escrow instructions or other agreements previously entered into by the Parties. (signature page follows)
IN WITNESS WHEREOF, City and Developer have executed this First Amendment to Purchase, Sale, and Development Agreement as of the date first set forth above by and through the signatures of their duly authorized representative(s) set forth below:
“City”
CITY OF FONTANA,
a California municipal corporation
By:
Matt Ballantyne, City Manager
ATTEST:
Germaine McClellan, City Clerk
APPROVED AS TO FORM:
BEST BEST & KRIEGER, LLP
Ruben Duran, City Attorney
“Developer”:
CITRUS DEVELOPMENT LLC, a California limited liability company By:
Jinder Singh
By:
Balwinder Singh Wraich
EXHIBIT A
SCHEDULE OF PERFORMANCE
EXHIBIT B
SITE PLAN
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