Greens Group, Inc._1st Amendment - 2020-06 2020-06
•
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY AND JOINT ESCROW INSTRUCTIONS
This FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY AND JOINT ESCROW INSTRUCTIONS ("Amendment") is entered into this 11th day
of May, 2020 by and between the CITY OF GRAND TERRACE, a public body, corporate and
politic ("Seller") and GREENS GROUP, INC., a California corporation ("Buyer").
RECITALS:
A. Seller and Buyer entered into that certain Agreement for Purchase and Sale of Real
Property and Joint Escrow Instructions dated August 13, 2019 ("Original PSA"), regarding the
sale of certain unimproved real property located at 22317, 22293 & 22273 Barton Road, City of
Grand Terrace, County of San Bernardino (APNs 1167-311-01, 1167-231-01, & 1167-231-02) as
legally described in the Original PSA.
B. On August 16, 2019, Buyer delivered One Hundred Fifty Thousand Dollars
($150,000) to Escrow Holder as the Deposit under the Original PSA and Escrow No. 30034187
was opened.
C. The COVID-19 pandemic and the state quarantine emergency orders have resulted
in the virtual shutdown of businesses including financial institutions. Accordingly, the parties are
willing to cooperate to extend certain mandatory dates and to amend certain other requirements
in the Original PSA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
below, Seller and Buyer agree as follows:
AGREEMENT
1. Recitals. The foregoing recitals are true and correct and incorporated herein by reference.
2. Defined Terms. All terms not specifically defined in this Amendment shall have the meaning
in the Original PSA.
3. Amendment Effective Date. This Amendment shall be effective upon execution by Seller
("Amendment Effective Date").
4. Amendments/Modifications. The Original PSA is amended/modified as follows:
A. Section 2.2 (Opening of Escrow). The parties confirm that the Opening of Escrow
occurred on August 16, 2019.
B: Section 3.2.a (Deposit). Section 3.2.a is amended to reduce the original amount of
the Deposit from One Hundred Fifty Thousand Dollars ($150,000) ("Original
Deposit")to Fifteen Thousand Dollars ($15,000) ("Revised Deposit"). Within two (2)
business days after the Amendment Effective Date, Escrow Holder is directed to
release (i) One Hundred Thousand Dollars ($100,000) to Buyer, and (ii) Thirty-Five
Thousand Dollars ($35,000) to Seller pursuant to Section 5 of this Amendment. All
references in the Original PSA to the Deposit shall mean the Revised Deposit except
for Section 10 and the references to the Deposit therein shall mean the Original
Deposit.
01247.0020/642172.6 1
C. Section 5.1 (Closing Date). Section 5.1 is amended to extend the outside closing
date to November 24, 2021.
D. Section 6.1 (Approval of Title). On August 22, 2019, Buyer received preliminary
title report No. 011-30034187-SG4 dated as of August 14, 2019 ("PTR") but did not
deliver the Buyer's Title Notice and, therefore, has approved the title exceptions in
the PTR.
E. Section 7.1 (Due Diligence). Section 7.1 is amended to extend the Due Diligence
Period to expire on November 12, 2020.
F. Section 8.3. (Entitlement Process).
(i) Section 8.1. (Concept Plan). The Concept Plan Approval Date was
October 22, 2019.
(ii) Section 8.3.a (Commencement). Buyer's obligations to commence its
obligations to promptly apply for all discretionary governmental permits and
approvals shall commence not later than July 14, 2020.
(iii) Section 8.3.c.(Entitlement Period). Section 8.3.c. is amended to provide
that the Entitlement Period will expire,on October 15, 2021.
(iv) Section 8.5 (Natural Hazard Disclosure Report). The parties
acknowledge that Buyer received the NHD Reports on August 20, 2019
and has approved same.
5. Consideration. The sum of Thirty-Five Thousand Dollars($35,000)("Reimbursement
Amount") shall be released from Escrow to Seller as consideration for this Amendment, including
the extensions, additional carry costs, and, due to the delay, additional costs for the Seller to expedite
the timely review and processing of the land use entitlements, the amendments to the General Plan,
applicable Master Plan, and Zoning Code, and comprehensive environmental review thereof to
ensure the timely completion of the Entitlement Process and minimize any further delay. The
Reimbursement Amount shall be non-refundable, not be applicable to the Purchase Price, and not
be subject to the terms of the Reimbursement and Indemnification Agreement between Buyer and
Seller.
6. Reaffirmation of Original PSA. Except as amended by this Amendment, the Original PSA
shall remain unchanged and is hereby reaffirmed, ratified and confirmed in its entirety. If there is any
conflict, inconsistency or ambiguity between the Original PSA and this Amendment,this Amendment._
shall govern and control.
7. Copv to Escrow. As soon as practical after the Amendment Effective Date,the parties shall
deliver a copy of this Amendment to Escrow.
8. Entire Agreement. This Amendment constitutes the entire agreement and supersedes any
prior written or oral agreements among the parties with respect to the specific matters addressed
herein.
9. Authorization. Each individual executing this Amendment on behalf of Buyer represents
and warrants that he/she has been duly authorized to do so on behalf of Buyer and Buyer is thereby
obligated to perform the terms of PSA as amended by this Amendment.
[SIGNATURES ON FOLLOWING]
01247.0020/642172.6 2
IN-vFITNESS WHEREOF,this Amendment has been executed by.Seller and Buyer as of the
dates below. .
BUYER: SELLER:
GREE , SOUP, INC,a California City of Grand Te r ce.a rnu:nlc pal
C'J(FOf( don / corporation
e dihtiPI1�L�ai .5:,�:, 1i By:
AM.lulosh Kadale ' Darcy McN oe,Mayer
Cl !Financial Officer
, 2020
,1TEST: n
Receipt Acknowledged:
ESCROW HOLDER: Debra Thomas.
City Clerk
Fidelity National Title-insurance Company
Ey:- '( APPROVED AS TO FORM:
MoryLou Adcrne,Escrow Office:
,qeshlre F.Wyndor.LLP
Dated: .202C /
ST._1(24-- / -
Adrian R.Guerra, City ttarney
IN WITNESS WHEREOF, this Amendment has been executed by Seller and Buyer as of the
dates below.
BUYER: SELLER:
GREE ROUP, INC, a California City of Grand Terrace, a municipal
corpor tion corporation
7.111 Lai
Mayor
A h osh Kada DarcyMc
Chief FinancialOfficer
, 2020
(.—ATTEST:
Receipt Acknowledged:
1AjteilitAd
ESCROW HOLDER: Debra Thomas,
City Clerk
Fidelity National Title Insurance Company
By: APPROVED AS TO FORM:
MaryLou Adame, Escrow Officer
Aleshire &Wynder, LL
Dated. , 2020
By: •
Adrian R. Guerra, City Attorney
01247.0020/642172.6 3
IN WITNESS WHEREOF,this Amendment has been executed by Seller and Buyer as of the
dates below.
BUYER: • SELLER:
GREE . CROUP, INC,a California City of Grand Terrace,a municipal
corpo ,lion corporation
By: r rI�J /��"�' By. 61aV,ir
A h sosh Kada - Darcy M'1777 Mayor
Chef Financial officer
2020
TTEST:
Receipt Acknowledged:
ESCROW HOLDER: Debra Thomas,
City Clerk
Fidelity National Title Insurance Company
By: APPROVED AS TO FORM:
MaryLou Adam Escrow Officer
Aleshire &Wynder, LLP
Dated: May 11 , 2020
By:
Adrian R.Guerra,City Attorney
01247.00201642172 6 3
uerra, City Attorney
01247.0020/642172.6 3