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HomeMy WebLinkAboutFirst Amendment to Commercial Real Estate PSA for Well #9 Lot ExpansionFirst Amendment to Commercial Real Estate Purchase and Sale Agreement Page 1 FIRST AMENDMENT TO COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT This First Amendment to Commercial Real Estate Purchase and Sale Agreement (“First Amendment”) is entered into effective as of October 21, 2016, by and between The City of Meridian, an Idaho Municipal Corporation (“Buyer”), and Susan L. Norby, a married woman dealing with her sole and separate property and Jill M. Stevens, a married woman dealing with her sole and separate property (collectively “Seller”). Buyer and Seller are referred to in this First Amendment collectively as the "Parties". RECITALS A. Seller and Buyer entered into that certain Commercial Real Estate Purchase and Sale Agreement with an Effective Date of July 26, 2016 (“Agreement”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. B. Seller and Buyer desire to amend the Agreement on the terms and conditions set forth below. AMENDMENTS NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this First Amendment, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Buyer agree as follows: A. Section 3.2.1 of the Agreement is hereby amended and restated to read as follows: 3.1.2 Relocation of Utility Easement(s) and Associated Infrastructure. Before Closing, Buyer shall have successfully negotiated a new Intermountain Gas Easement and, to the extent necessary, a new Century Link Easement. The new utility easement(s) shall be recorded at Closing and shall be effective at Closing. The abandoned portions of the existing Intermountain Gas and Century Link Easement areas shall terminate when the associated underground utility infrastructure has been relocated to the new Intermountain Gas and Century Link Easements at which time Buyer shall record a Partial Release of Easement document executed by the appropriate utility or utilities. Buyer shall be responsible for having the associated underground utility infrastructure relocated on the Retained Property to locations within the new Intermountain Gas and Century Link Easements which are generally depicted in Exhibit 1.1. All costs related to this condition shall be borne by Buyer. Buyer shall complete the relocation of the Intermountain Gas and Century Link underground utility infrastructure within thirty (30) days of Closing. Buyer and Seller agree to cooperate in the granting of new utility easements, to the extent reasonably necessary. [Note: Although this Section anticipates the granting of a new easement in favor of Century Link, the grant of such an easement may not be necessary, and if not necessary no new easement will be granted in favor of Century Link. Century Link has advised Buyer that it will either relocate its First Amendment to Commercial Real Estate Purchase and Sale Agreement Page 2 utility lines to a new easement location or vacate the existing easement entirely within the thirty (30) days of Closing.] B. Section 3.2.4 of the Agreement is hereby amended and restated to read as follows: 3.2.4 Execution and Delivery of Documents. Seller (and others where required) shall have executed and delivered to the Closing Agent the following: (a) The Warranty Deed; (b) Any easements reasonably necessary for utility relocation pursuant to Section 3.1.2; (c) The Access Easement Agreement; and, (d) Any other documents necessary to effect the transfer of title contemplated by this Agreement. C. Section 4.2 of the Agreement is hereby amended and restated to read as follows: 4.2 Date of Closing. The Parties shall submit all required documents to Closing Agent in advance of the planned Closing date of November 15, 2016, or at such other time, date, and place as may be mutually agreed between Seller and Buyer. Unless otherwise mutually agreed, if this transaction has not closed by November 15, 2016, this Agreement shall be deemed to be canceled. If the failure to close is due singularly to either Buyer's or Seller's inaction, the remedies set forth in Section 6 shall apply as if the non -acting Party had committed a default. If the failure to close is due to mutual decision or joint inaction by Buyer and Seller, the Deposit shall be returned to Buyer, any Title Commitment termination fee and Escrow fees charged by the Title Company shall be split equally between the Parties, and any other costs that have been incurred shall be the obligation of the Party that incurred the same. D. Section 5 of the Agreement is hereby amended and restated to read as follows: 5. POST-CLOSING OBLIGATIONS. 5.1 As soon as practicable after Closing, as a condition of approval of the PBA, Buyer shall obtain new tax parcel numbers from the Ada County Assessor. 5.2 Buyer shall complete the relocation of the Intermountain Gas and Century Link underground utility infrastructure within the timeframe set forth in Section 3.12. E. This First Amendment may be executed in one or more counterpart copies and each of which so executed, irrespective of the date of execution and delivery, shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument. The signature pages of one or more of the counterpart copies may be removed from such counterpart copies and all attached to the same copy of this First Amendment which, with all attached signature pages, shall be deemed to be an original agreement. F. The Agreement and this First Amendment contain the entire integrated agreement between Buyer and Seller with respect to the subject matter of the Agreement and this First Amendment. There are no other representations, agreements, arrangements or understandings, oral or in writing, between or among Buyer and Seller relating to this subject matter which are not fully expressed in the Agreement and this First Amendment. G. The Agreement (i) to the extent deemed terminated prior to the mutual execution of this Amendment, is hereby reinstated and (ii) except as modified herein, remains unmodified and in full force and effect. In the event of a conflict between the terms of this First Amendment and the Agreement, the terms of this First Amendment shall prevail. Buyer and Seller have executed this First Amendment as of October P 5 , 2016. BUYER: Dated: 0* 6'e , 2016 ` evoRATEDq� ECiq.� o IW S 04jyo Q, PEA / ATTEST: /' � 2 Lizz CAdy Cog, City Clerk BUYER, CITY OF MERIDIAN Mayor 27�1 de Weerd First Amendment to Commercial Real Estate Purchase and Sale Agreement Page 3 SELLER: Dated: 12016 Dated: , 2016 SELLER, Susan L. Norby SELLER, Jill M. Stevens First Amendment to Commercial Real Estate Purchase and Sale Agreement Page 4 SELLER: Dated: (oto -ZO , 2016 Dated: , 2016 SELLER, Susan L. Norby SELLER, Jill M. Stevens First Amendment to Commercial Real Estate Purchase and Sale Agreement Page 4