Attachment 2
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FIRST AMENDMENT TO EXCHANGE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT to the Exchange Agreement and Joint Escrow Instructions (“First Amendment”) is made and entered into as of February ____, 2025, by and between the CITY OF NORWALK, a municipal corporation organized and existing under the laws of the State of California (“City”), and FIRESTONE LOFTS, LP, a Delaware limited partnership (“Lofts LP”). The City and Lofts LP are referred to collectively as "Parties" or individually as "Party."
RECITALS
A.The City and Lofts LP entered into that certain Exchange Agreement and Joint Escrow Instructions, dated January _____, 2024 (“Exchange Agreement”) concerning the exchange of certain real properties between the Parties located within the City of Norwalk; and B.Pursuant to the Exchange Agreement, the Parties entered into that certain Required Work Escrow Agreement (the “RWEA”), dated as of January _____, 2024, by and among the City, Lofts LP, and Escrow Holder to establish a separate escrow to ensure the completion of the Required Work (as defined in the Exchange Agreement).
C.Pursuant to Section 13.3 of the Exchange Agreement, the Parties may amend the Exchange Agreement by written instrument duly executed by both Parties; and D.The Parties desire to amend the Exchange Agreement in certain respects as more particularly described in this First Amendment. Capitalized terms not expressly defined in this First Amendment will have the meaning ascribed to them in the Escrow Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
1. Section 2.2 of the Exchange Agreement entitled “Lofts LP’s Obligations to Lofts LP Property” is hereby amended and replaced in its entirety with the following:
“2.2. The Parties’ Obligations to Perform the Required Work. The City and Lofts LP shall complete, or cause to be completed, the following work (the “Required Work”), in compliance with all applicable laws, rules, regulations, permits and entitlements:
(a) City Required Work. As a condition of the Exchange, the City shall, at the City’s sole cost and expense: (i) demolish and remove all existing structures and improvements located on the Lofts LP Property, (ii) dispose of all debris, materials, and excess soil, if applicable, in accordance with all applicable laws, (iii) cap off all existing utilities, and (iv) design and construct a parking lot, stripping, and lighting on the Lofts LP Property and associated public improvements (subject to the approval of Lofts LP, such approval not to be unreasonably withheld, conditioned, or delayed, for this item (iv) only).
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(b) Lofts LP Required Work. As a condition of the Exchange, Lofts LP shall cause its affiliate, TUVF – NORWALK FRONT STREET, LLC, a Delaware limited liability company (“TUVF”), and owner of that certain commercial property located at 12142 Firestone Blvd., Norwalk, California (the “TUVF Property”), adjacent to the Exchange Properties, at TUVF’s sole cost and expense, to: (i) demolish and remove the interior walls, bathrooms, mezzanine floor, and stairs located in the buildings on the TUVF Property, and (ii) complete structural seismic retrofitting of the buildings on the TUVF Property.”
2. Parking Escrow and Required Work Escrow Agreement. The Parties agree to promptly take all required action to terminate the RWEA including the delivery of joint escrow instructions to Escrow Holder to immediately release the deposit in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the Parking Escrow, plus any interest earned on such funds, less any escrow fees for the Parking Escrow, to TUVF, on behalf of Lofts LP, to facilitate the completion of the Required Work to be performed by TUVF as set forth at Section 2.2(b) of the Exchange Agreement as amended hereby. Any and all references to “Parking Escrow” and “Required Work Escrow Agreement” in the Exchange Agreement are hereby deleted from the Exchange Agreement and of no further force and effect.
3. Ratification . Except as amended by this First Amendment, the Exchange Agreement is hereby ratified and confirmed and all other terms of the Exchange Agreement shall remain in full force and effect, unaltered and unchanged by this First Amendment.
4. Conflict or Inconsistencies. In the event of any conflicts or inconsistencies between the provisions of this First Amendment and those of the Exchange Agreement, the provisions of this First Amendment shall control.
5. Construction of Amendment. This First Amendment has been reviewed and revised by legal counsel for both Lofts LP and City, and no presumption or rule that ambiguities shall be construed against the drafting Party shall apply to the interpretation or enforcement of this First Amendment.
6. Entire Agreement. This First Amendment constitutes the entire understanding and agreement of the Parties and supersedes all negotiations or previous agreements between the Parties with respect to all or any part of the subject matter hereof. The Recitals are incorporated by reference into this First Amendment.
7. Counterparts. This First Amendment may be executed by each Party on a separate signature page, and when the executed signature pages are combined, shall constitute one single instrument.
8. Authority. The persons signing below represent and warrant that they have the authority to bind their respective Party and that all necessary board of directors,’ shareholders,’ partners,’ city councils,’ or other approvals have been obtained. [Remainder of page intentionally blank]
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IN WITNESS WHEREOF, the Parties have caused this First Amendment to the Exchange Agreement to be executed as of the day and year first above written. “LOFTS LP”
FIRESTONE LOFTS, LP,
a Delaware limited partnership
By: 12100 Lofts, LLC,
a Delaware limited liability company,
Its General Partner
By: Primestor Development, LLC,
a Delaware limited liability company,
Its Sole Member
By: Primestor Development, Inc.,
a Nevada corporation,
Its Manager
By: _________________________________
Arturo Sneider, Chief Executive Officer
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"CITY"
CITY OF NORWALK,
a California municipal corporation
By:
Jesus Gomez, City Manager
ATTEST:
By:
Theresa Devoy, CMC
City Clerk
APPROVED AS TO FORM:
By:
Arnold M. Alvarez-Glasman, City Attorney
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138529766.2
ACKNOWLEDGEMENT AND AGREEMENT
THE UNDERSIGNED ACCEPTS AND AGREES TO THAT CERTAIN FIRST
AMENDMENT TO EXCHANGE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS DATED CONCURRENTLY HEREWITH BETWEEN THE CITY OF
NORWALK AND FIRESTONE LOFTS, LP, SOLELY WITH RESPECT TO ITS OBLIGATIONS SET FORTH IN SECTION 1 THEREOF:
“TUVF”
TUVF – NORWALK FRONT STREET, LLC,
a Delaware limited liability company
By: The Urban Vision Aggregator, LLC,
a Delaware limited liability company,
Its Sole Member
By: The Urban Vision Fund I GP, LLC,
a Delaware limited liability company,
Its Manager
By: Primestor Development, LLC,
a Delaware limited liability company,
Its Manager
By: Primestor Development, Inc.,
a Nevada corporation,
Its Manager
By: _________________________________ Date: _____________________ Arturo Sneider, Chief Executive Officer