HomeMy WebLinkAbout2005 CON CDC Unidev - 2nd AmendmentSECOND AMENDMENT TO AGREEMENT
BY AND BETWEEN THE
COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY AND UNIDEV, LLC
THIS SECOND AMENDMENT (this "Second Amendment") is entered into as of the
13th day of December 2005, by and between the COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF NATIONAL CITY (the "CDC"), and UNIDEV, LLC (the
"Contractor").
RECITALS
WHEREAS, the CDC and the Contractor entered into a certain Agreement dated as of
March 16, 2004 (the "Agreement") pursuant to which the CDC employed the Contractor to
undertake certain services associated with the preparation of a conceptual land development plan
for the proposed Senior Village Project (the "Project"), which is located on certain land owned
by the CDC (the "Land") in the City of National City (the "City"); and
WHEREAS, the CDC and the Contractor entered into a certain Amendment to
Agreement, which was approved by the CDC on April 26, 2005 (the "Amendment"), pursuant to
which the parties agreed to (a) an increase in the Contractor's scope of services, comprised of
certain services (the "Additional Services") related to the implementation of the Predevelopment
Phase IA component of the proposed Project ("Phase IA"), (b) the compensation due to the
Contractor for performing thc Additional Services, and (c) a budget for the implementation of
Phase IA, which budget specifies certain expenditure amounts with respect to certain line items
(thc "Phase IA Budget"); and
WHEREAS, the actual costs for certain of the line item expenditures have been or are
anticipated to be either less or more than the amount(s) specified therefor in the Phase IA
Budget; and
WHEREAS, the Contractor and the CDC have agreed that (a) actual expenditures for
items set forth in the Phase IA Budget may differ from the amount(s) specified therefor in the
Phase IA Budget, (b) the compensation payable to the Contractor for performing the Additional
Services may exceed the amount set forth in the Phase IA Budget, and (c) notwithstanding the
foregoing subsections (a) and (b), the total costs associated with implementing Phase IA of the
proposed Project shall not exceed the total Phase IA Budget.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING PREMISES
AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO, FOR
THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, DO MUTUALLY AGREE
AS FOLLOWS:
z
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1. Phase IA Budget Allocation. It is understood and agreed by the parties hereto that (a)
notwithstanding the allocation of certain expenditure amounts to specific line items set forth in
the Phase IA Budget, the actual expenditures for such line items may differ from the amount(s)
specified therefor in the Phase IA Budget, (b) the compensation payable to the Contractor for
performing the Additional Services may exceed the amount set forth in the Phase IA Budget, and
(c) notwithstanding the foregoing subsections (a) and (b), the total costs associated with
implementing Phase IA of the proposed Project shall not exceed the total Phase IA Budget.
2. Contractor's Compensation. Rider C, Section 1.a of the Amendment is hereby
amended by deleting the first sentence and inserting the following in lieu thereof: "The
Contractor shall receive a monthly payment equal to Fifteen Thousand and No/100 Dollars
($15,000.00) (the "Monthly Payment") for performing its Additional Services for the Project;
provided that the aggregate of all Monthly Payments shall not exceed the difference between (a)
the total Phase IA Budget, and (b) the sum of all other fees and expenses payable pursuant to the
Phase IA Budget (collectively, the "Other Phase IA Costs"); and, provided further that the final
Monthly Payment shall equal the difference between (y) the total Phase IA Budget, and (z) the
sum of all previous Monthly Payments plus the Other Phase IA Costs.
3. Miscellaneous.
a. The Agreement, as amended by the Amendment, shall remain in full force and
effect, as further amended by this Second Amendment.
b. In the event of any conflict between the provisions of this Second Amendment
and the provisions of the Agreement as amended by the Amendment, the provisions of this
Second Amendment shall control.
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Agreement as of the date and year first above written.
COMMUNITY DEVELOPMENT COMMISSION UNIDEV, LLC
OF THE CITY OF NATIONAL CITY
By:
Nick Inztiuâ–ºza
Chairman
WITNESS/ATTEST:
By:
Benjamin Martine
Secretary
APPROVED AS TO FORM:
:...
George H. Eiser, III, Legal Counsel
By:
im Edmondson
President
WITNESS/ATTEST:
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