FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
RECITALS
WHEREAS, the City of Union City ("City") and the State of California, acting by and through its Department of Transportation ("Department") entered into a Purchase and Sale Agreement ("Agreement") effective August 16, 2019, which Agreement sets forth the terms and conditions for the Department's sale to City of certain Rte. 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, section 2. l(b) of the Agreement states that two independent MAI appraisals are to be performed in the process of establishing the Property Purchase Price.
WHEREAS, the City desires to amend the Agreement as set forth herein, to provide that the Property Purchas Price instead be established based on one appraisal performed by a Department staff appraiser.
WHEREAS, the parties further desire to amend the Agreement set forth herein to allow for electronic signatures.
FIRST AMENDMENT
NOW, THEREFORE, City and Department now enter into this First Amendment to Purchase and Sale Agreement as follows:
1. In light of the City's interest in obtaining an approved appraisal in a timely manner, Section 2.1 of the Agreement, is hereby deleted in its entirety and replaced with the following:
a. The Property Purchase Price shall be the Fair Market Value (as defined in California Code of Civil Procedure section 1283.320) of the Property in its "As Is" condition without vesting or entitlements but taking into account all relevant indicators of value as considered in a standard appraisal process. b. The Property Purchase Price shall be determined on the basis of one (1) appraisal performed by a Department staff appraiser following the Department's applicable valuation procedures and policies.
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1 2. Section 13.12 is hereby deleted in its entirety and replaced with the following:
Section 13 .12. Counterparts and Non Wet Signatures
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Agreement. In order to expedite the transaction contemplated herein, to the extent allowable under applicable Law, telecopied signatures or signatures transmitted by electronic mail in so-called "pdf' format may be used in place of original signatures on this Agreement. Purchaser and Department intend to be bound by the signatures on the telecopied or e-mailed document, are aware that the other party will rely on the telecopied or e-mailed signatures which shall be of the same force and effect as handwritten signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on such telecopied or e-mailed signatures.
3. Except as expressly set forth in this First Amendment, all provisions of the Agreement remain unchanged and in full force and effect.
4. 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.
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2 IN WITNESS WHEREOF, the parties have executed this First Amendment to the Purchase and Sale Agreement.
Dated:
Approved as to Form:
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Layla I. Labagh
Deputy Attorney
Dept. of Transpiration, Legal Division
Dated: ------------
City Attorney
Attest:
Anna M. Brown
City Clerk
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CALIFORNIA DEPARTMENT OF
TRANSPORTATION
By: ________ _
Mark L. Weaver
Deputy District Director
Right of Way and Land Surveys
CITY OF UNION CITY
By: ~ ~
Joan Mally ()
City Manager
3 02/26/2021