FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT This FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT ("fbilg:4aadbaf ') is made and entered into elective as of June 7, 202 1 fg@), by and between the CITY OF SAN PABLO, a Califomia municipal corporation ("f&f), and DANCE COMMUNITIES, a Califomia corpomtion(":DglE&2Z"). (the'l Amettdtt.
Recitals
A. The City and the Developer entered into that certain Disposition and Development Agreement dated February 1, 2021 ("£a4") providing for the sale and development of a portion ("g&g") of that certain real property more commonly known as the former San Pablo City Hall located at 1383 I San Pablo Avenue, San Pablo, Califomia.
B. Pursuant to the DDA, on February 8, 2021, the Developer deposited the sum of $75,000.00 (":Paelg ') with the Escrow Agent as security for the pedomiance of its obligations, and began its investigations of the physical condition of the Site and other matters.
C. Under the DDA, the Developer has one hundred twenty (120) days from the Elective Date of the DDA to evaluate the physical condition of the Site(":£2a@@@..:&£@4"), and promptly following expiration of the Feasibility Period, the Developer is required to increase the Deposit to a sum that equals ten percent (10%) of the Purchase Price for the Site. The Feasibility Period will expire on June 1, 2021 .
D. The Developer applied for tax credits for the development of the Site in February 2021, but was unsuccessful, and has applied, or will be applying, again prior to May 25, 2021.
While awaiting the next decision on award of tax credits for the development of the Site, the Developer has requested an extension of the time to increase the Deposit, and the CiW desires to agree to the extension on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Developer hereby agree as follows:
1 .
reference
Recitals. The Recitals are true and correct and incorporated herein by this
2. !f£Dlf. All undeHmed terms when used herein shall have the same respective meanings as are given such terms in the DDA unless expressly provided otherwise in this First Amendment.
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3. Amendment
The first paragraph of Section 1 .4 of the DDA is hereby deleted in its entirety and revised to read as follows:
"Immediately upon the opening of the escrow for conveyance of the Site from the City to the Developer, the Developer shall deliver to the Escrow Agent a deposit in the amount of SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) (the "Deposit") as security for the pedomlance of the obligations of the Developer to be performed prior to the retum of the Deposit to the Developer or its retention by the City as liquidated damages. A TEN THOUSAND DOLLAR ($10,000.00) portion of the Deposit shall be immediately nonrefundable, except in the event of a default by the City under this Agreement, or, if applicable, the failure to negotiate a resolution of environmental matters as provided in Section 2.1.2. An additional TEN THOUSAND DOLLAR ($1 0,000.00) portion of the Deposit shall be nonrefundable elective June 8, 2021, except in the event of a default by the Ci6' under this Agreement. On or prior to August 15, 2021, the Developer shall increase the amount of the Deposit to a sum that equals ten percent (10%) of the Purchase Price, and thereaRer the entire amount of the Deposit shall be nonrefundable, provided, however, that if this Agreement is terminated by the Developer due to the Developer's inability to obtain financing for the development of the Site as contemplated therein, acer and despite the Developer's good faith eHorts to obtain such financing, the nonrefundable portion of the Deposit shall be limited to either (1) the sum of THIRTY-FIVE 'mousAND DOLLARS ($35,000.00) if the termination occurs within sixty (60) days from the date set for the close of escrow in the notice to vacate Oom the Developer, if the City has begun to relocate the remaining employees 6'om the Site or(2) the sum of TWENTY 'mousAND DOLLARS ($20,000.00).
4. No Other Modifications. Except as otherwise provided herein, all otherterms and provisions of the DDA shall remain in full force and erect, unmodified by this First Amendment.
To the extent of any inconsistency with the terms and conditions of the DDA, the terms and conditions of this First Amendment shall govem. Nothing in this First Amendment shall be deemed to reduce the rights and remedies under the DDA.
5. BIBdlBX.Egbd. The provisions of this First Amendment shall be binding upon and inure to the benefit of the heirs, representatives, successors and permitted assigns of the City and the Developer.
6. gelfralaa.Lax. The provisions of this First Amendment shall be construed and enforced in accordance with the laws of the State of Califomia.
7. :4glbef!&i. The City and the Developer represent and warrant that they have the requisite authority to bind the entiq ' on whose behalf they ue signing.
8. fe!!alernaBg. This First Amendment may be executed in any number of counterparts. Any such counterpart, when executed, shall constitute an original of this First Amendment, and all such counterparts when appropriately delivered between the City and the Developer shall constitute one and the same final First Amendment.
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IN WITNESS WHEREOF, the City and the Developer have executed this First Amendment as of the First Amendment Date first set forth above. ciQ"
CITY OF SAN PABLO, a Califomia municipal
corporation
''Developer"
DANCO COMMUNITIES, a Califomia corporation
By
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