SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Between
City of Union City and
California Department of Transportation
This Second Amendment to the Purchase and Sale Agreement (“Amendment”) is entered into by and between the City of Union City ("City") and the State of California, acting by and through its Department of Transportation ("Department") as of _ ___________, 2026
RECITALS
WHEREAS, the City and the Department entered into that certain Purchase and Sale Agreement (“Agreement”) effective August 16, 2019, which Agreement sets forth the terms and conditions for the Department’s sale to the City of certain State Route 84 Excess Properties; and
WHEREAS, Section 13.2 of said Agreement allows for
amendment or modification of the Agreement by writing executed by all parties; and
WHEREAS, the parties amended the Agreement on February
26, 2021 by entering into the First Amendment to Purchase and Sale Agreement (the “First Amendment”); and
WHEREAS, difficulties financing land transactions like those contemplated by this Agreement continue as a result of market uncertainties and economic fluctuations; and
WHEREAS, the parties to this Agreement wish to extend
certain deadlines to reflect the unforeseen global pandemic and resulting market uncertainties and economic fluctuations and their impacts on the sale of the properties subject to this Agreement.
SECOND AMENDMENT
NOW, THEREFORE, City and Department now enter into this Second Amendment to Purchase and Sale Agreement as follows:
1. Section 1.3 of the Agreement, is hereby amended to extend the term of the sale by six (6) additional years and shall now read as follows:
1.3 Term of Sale. The purchase of the Property shall be an all-cash transaction for the Property Purchase Price defined in Sections 2.1 below. Subject to the provisions of Section 4, the Property Purchase Price shall be paid over the course of twelve (12) years or sooner, as
the Property is sold by City to third parties or as otherwise paid for by City, with the full Property Purchase Price due and payable by City to Department by a date no later than twelve (12) years following the approval of this Purchase and Sale Agreement by the California Transportation Commission (CTC), which occurred on June 23, 2021.
2. Section 2 of the Agreement is hereby amended to add Section 2.2 Fair Market Value
2.2 Fair Market Value. “Property Purchase Price” as determined by the process defined in this Agreement as amended by the First Amendment is $86,184,000.
3. Section 5.1 of the Agreement is hereby amended and shall now read as follows:
5.1. In the event City fails to pay the full Purchase Price by the end of the 12-year term, specified in section 1.3 of this Agreement, Department may, at its option, either:
a. Subject to 4.2, exercise its Power of Termination as to the Property; or
b. With the written agreement of City, extend the time
for City to pay the Property Purchase Price for a
mutually agreeable time period contingent upon
City paying Department, subject to the exceptions
below, a fee equal to one percent (1%) of the
Parcel Purchase Price of the remaining unpaid-for
Parcels for each month payment of the full Parcel
Purchase Price is delayed beyond the12-year
payment due date set forth in Section 1.3. It is
understood and agreed that this entire fee, which
will be deposited into the LATIP account as
applicable, shall not be credited toward any Parcel
Purchase Price and must be paid in full prior to
Department’s Relinquishment of the Power of
Termination. This fee shall not apply to Parcels
that if on the 12-year payment due date the
Property is either: i) in escrow; or ii) the subject of a letter of intent to purchase or subject to an option
which reflects an anticipated date of sale within 90
days of the 12-year payment due date. If any
properties within (i) or (ii) have not closed escrow
within 180 days of the 12-year payment due date,
the fee shall begin to apply on the 181st day after
said due date unless the City surrenders the
property to the department before the 181st day described above. c. Prior to exercising its Power of Termination, the
Department shall provide the City with a written
notice of its intention to exercise its Power of
Termination on the Property. The City shall have
ninety (90) days from the notice to pay Department
the full Property Purchase price and any and all
other funds owing by the 90th day from the
Department’s notice, Department may exercise its
Power of Termination as to the Property without
any further notice or concern
4. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument, and a true and correct copy of this Amendment shall have the same force and effect of an original for all purposes allowed by law.
5. Except as provided for in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
6. By signing below, the parties represent and warrant that the person signing on behalf of each respective party is duly authorized to legally bind said party to the conditions herein.
Signatures on next page
IN WITNESS WHEREOF, the parties have executed this Second Amendment to Purchase and Sale Agreement.
CALIFORNIA
DEPARTMENT OF
TRANSPORTATION
Date:
By
Julie McDaniel
Deputy District Director
Right of Way and Land Surveys
Approved as to Form:
Lucille Y. Baca
Assistant Chief Counsel
Dept. of Transportation, Legal
Division
CITY of UNION CITY
Date:
By
Joan Malloy, City Manager
Approved as to Form:
Kristopher Kokotaylo, City
Attorney
Attachments:
1) Purchase and Sale Agreement effective August 2019
2) First Amendment to Purchase and Sale Agreement effective February 2021