HomeMy WebLinkAboutReso 103-13 Union Pac RR Purch Escrow Agmt RESOLUTION NO. 103 - 13
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING FIRST AMENDMENT TO AGREEMENT
TO ASSIGN AND ASSUME PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS WITH UP AMADOR, LLC
WHEREAS, on March 18, 2013, the City Council approved an Agreement with UP
Amador, LLC to assign and assume the purchase and sale agreement held by UP Amador, LLC,
with the Union Pacific Railroad, and the escrow instructions; and
WHEREAS, the Agreement includes two parcels (APN Numbers: 941-2768-006-02 and
941-0550-023-04); and
WHEREAS, on March 18, 2013, the City Council initiated a General Plan Amendment
Study on APN 941-2768-006-02 to study park and open space uses; and
WHEREAS, the City and UP Amador, LLC wish to modify the terms of the acceptance of
the assignment by Union Pacific Railroad, and one of the conditions to closing.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the first amendment to the Agreement with UP Amador, LLC to assign and
assume the purchase and sale agreement held by UP Amador, LLC with the Union Pacific
Railroad, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
amendment, attached hereto as Exhibit A, including any non — substantive changes thereto,
including extending by 30 days if necessary the deadline for approval of the assignment by
Union Pacific Railroad.
PASSED, APPROVED AND ADOPTED this 18th day of June, 2013, by the following
vote:
AYES: Councilmembers Biddle, Gupta, Hart, Haubert, and Mayor Sbranti
NOES: None
ABSENT: None icej ABSTAIN: None
Mayor
ATTES
(Ain/ g;it
City Clerk
Reso No. 103-13,Adopted 6-18-13, Item 4.9 Page 1 of 1
FIRST AMENDMENT TO AGREEMENT TO ASSIGN AND ASSUME
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO AGREEMENT TO ASSIGN AND ASSUME PURCHASE
AND SALE AGREEMENT AND ESCROW INSTRUCTIONS(this"Amendment), Is made as of
the 18th day of June, 2013 ("Effective Date"), by and between U.P. Amador, LLC, a California
limited liability company("Assignor"), and the City of Dublin, a California municipal corporation
("Assignee"). Assignor and Assignee are collectively referred to herein as the"Parties°.
Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement
(defined below).
RECITALS
A. Assignor and Assignee are parties to that certain Agreement to Assign and
Assume Purchase and Sale Agreement and Escrow Instructions, dated Marche 2013("the
Agreement").
B. The Agreement contains certain timelines for obtaining approval of the Seller to
the assignment and for the City to close the purchase of the Property.
C. The Parties now desire to extend the time period during which the Assignor has
to seek the approval of the seller and to redefine when the City is obligated to close on the
purchase.
AGREEMENT
Section 1. Amendment to Section 6. Section 6 to the Agreement is amended to
read as follows:
"6. Consent to Assignment/Conversion to Purchase and Sale Agreement).
Pursuant to Section 12.3(a)of the Purchase and Sale Agreement, Seller's
consent is required for the assignment contemplated by this Agreement to
Assign. In the event that Assignor is unable to provide written confirmation of
Seller's consent prior to July 5, 2013 (or such later date as may be preapproved
in writing by the City Manager), then the proposed assignment shall fail. in that
event, the Parties hereby agree to enter into the purchase and sale agreement
attached hereto as Exhibit D ("Future Purchase and Sale Agreement")."
Section 2. Amendment to Subsection 7.1.2. Subsection 7.1.2 of the Agreement is
amended to read as follows:
"7.1.2 The City of Dublin City Council shall have, after
appropriate environmental review of the project under the a California
Environmental Quality Act("CEQA"), approved proceeding with closing if no legal
challenge has been filed with 30 days following the filing of a notice of
determination in accordance with Section 10 herein."
Section 3. Amendment to Section 10. Section 10 of the Agreement is amended to
read as follows:
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"10. Close of Escrow. In the event consent from Seller to this Agreement
to Assign is timely obtained, then Escrow shall close under this Agreement to
Assign pursuant to an "Assignment and Assumption" in the form attached hereto
as Exhibit C. Escrow shall Close within five(5)days of the date that is 30 days
following the filing of a notice of determination with Alameda County concerning
the project, but in any event no later than October 31, 2013. Assignee
acknowledges and agrees that it will not approve General Plan Amendment or
Zoning Amendment prior to the City of Dublin taking title to the Property. In the
event that consent of Seller to this Agreement to Assign is not obtained prior to
July 5, 2013, as required by Section 6 herein, then Escrow shall Close pursuant
to the terms and conditions contained in the"Future Purchase and Sale
Agreement"attached hereto as Exhibit D. In the event that Assignee does not
Close Escrow by October 31, 2013, Escrow shall terminate and Assignor shall
retain the One Hundred Thousand Dollar($100,000)Assignee's Deposit as its
sole remedy."
Section 4. This Amendment may be executed in counterparts, each of which shall be an
original and all of which counterparts taken together shall constitute one and the same
instrument. Signatures delivered in electronic format(by e-mail in PDF format)or by facsimile
shall be treated as originals.
Section 5. The Agreement and this Amendment contain the entire understanding
between the parties relating to the transaction contemplated hereby, and all prior or
contemporaneous agreements, understandings, representations and statements, oral or written,
are merged herein and shall be of no further force or effect. No provision of this Agreement
may be amended, waived, or added except by an instrument in writing signed by the Parties
hereto. The exhibits attached hereto are incorporated herein by this reference.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement to
Assign as of the day and year first written above.
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ASSIGNOR:
U.P. Amador, LLC, a alifornia limited liability company
By: _ SY: L vi,
Name: 12&v1 t.IAIPWA A r� s: �oct�yr Jca/.sa,
Title: 4MewmOat- tfl. : hlr4-4.1-,t.- _ (k
ASSIGNEE:
City of Dublin, a California municipal corporation
By:
Joni Pattillo, City Manager
ATTEST:
Caroline Soto, City Clerk
APPROVED AS TO FORM:
John Bakker, City Attorney
2091772.1
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