HomeMy WebLinkAbout2011 CON Richard Illes - Amendment #5 522 West 8th St / 2020 Hoover AveNOTE TO FILE
03-13-12
IN THE MATTER OF: Resolution of the City Council authorizing the
Mayor to execute a Fifth Amendment to agreement for exchange
of real property and joint escrow instructions. Please note the
following:
FULLY EXECUTED ORIGINAL "ACCEPTANCE BY ESCROW HOLDER" (page 4)
WAS NEVER FILED WITH THE OFFICE OF THE CITY CLERK
ORIGINATING DEPARTMENT: _ CDC _ Housing & Grants
X City Attorney _ Human Resources
City Manager _ MIS
Community Svcs. _ Planning
Engineering _ Police
Finance Public Works
Fire
NTF
FIFTH AMENDMENT TO
AGREEMENT FOR EXCHANGE OF REAL PROPERTY
AND JOINT ESCROW INSTRUCTIONS
TO: Stewart Title Company
7675 Mission Valley Road
San Diego, CA 92108-4429
(619)692-1600
("Escrow Holder")
Escrow No.: 288553
Escrow Officer: Rhonda Bernardini
Title Order No.:
Title Officer: Frank Green
THIS FIFTH AMENDMENT TO AGREEMENT FOR EXCHANGE OF REAL
PROPERTY AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and
entered into as of this 1st day of March, 2011, by and between the CITY OF NATIONAL
CITY, a municipal corporation, ("City"), and ILLES FAMILY TRUST ("files"). The City
and Illes are sometimes hereinafter referred to collectively as the "Parties".
RECITALS
A. On or about September 23, 2010, the Parties entered into an Agreement
whereby they agreed to the exchange of the City Property at 522 West 8th Street, National
City, for the Illes Property at 2020 Hoover Avenue, National City.
B. The Agreement was subsequently amended on or about November 9, 2010
("First Amendment"), December 23, 2010 ("Second Amendment"), January 11, 2011
("Third Amendment"), and January 24, 2011 ("Fourth Amendment").
C. Section 3.2 of the Agreement provides that Close of Escrow shall occur on
or before the date that is thirty (30) days after expiration of the Contingency Period, as
defined in Section 6.1.2.
D. Pursuant to Section 6.1.2, as revised pursuant to the Fourth Amendment,
the Contingency Period shall expire at 5:00 p.m. of the third day following receipt by the
Parties of the soils investigation report for 522 West 8th Street by Geosyntec Consultants
pursuant to Geosyntec's proposal dated January 21, 2011 (the "Soils Report").
E. The Soils Report was received by the Parties on February 8, 2011, making
the expiration of the Contingency Period 5:00 p.m. on February 11, 2011, and resulting in
a Close of Escrow date of March 13, 2011.
F. The Illes Property at 2020 Hoover Avenue is encumbered by a small
business loan which must be satisfied prior to closing. Pursuant to the regulations
governing small business loans, the pay-off of the subject loan must occur on March 17,
2011.
G. Illes intends to obtain a loan (the "New Loan") that will be secured by a
deed of trust on the City Property at 522 West 8th Street once Illes has acquired title to
said Property. To allow adequate time to complete the New Loan transaction, it is
anticipated that the current date of Close of Escrow must be extended beyond March 13,
2011, but not later than May 1, 2011.
H. In order to facilitate the pay-off of the small business loan and the
completion of the New Loan transaction, it is necessary to amend Section 3.2 of the
Agreement to extend the date of Close of Escrow to May 1, 2011.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the Parties agree that
Section 3.2 of the Agreement for Exchange of Real Property and Joint Escrow
Instructions dated September 23, 2010, as amended, is amended to read as follows:
3.2. Close of Escrow. "Close of Escrow" shall be the
date that the grant deed, the form of which is attached hereto as Exhibit "E"
("City Grant Deed"), conveying the City Property to Illes, and the grant
deed, the form of which is attached hereto as Exhibit "F" (the "Illes Grant
Deed"), conveying the Illes Property to the City, are recorded in the Official
Records of San Diego County, California ("Official Records"). The Close
of Escrow shall occur on May 1, 2011 (the "Closing Date"). The City shall
deliver possession of the City Property to Illes on the Closing Date, and
Iles shall deliver possession of the Illes Property to the City pursuant to
Section 6.1.27, entitling Illes to lease back the Property, upon the Close of
Escrow, subject only to the "Approved Condition of Title" (as defined in
Sections 4.1 — 4.4 below) and the provisions of the City Grant Deed and the
Illes Grant Deed.
With the foregoing exception, each and every provision of the Agreement for
Exchange of Real Property and Joint Escrow Instructions dated September 23, 2010, as
amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to
Agreement as of the day and year first written above.
ILLES F,Y T' ST
Richard Illes, Trustee
By:II,Lkt
Beverly And Ales, Co -Trustee
CITY OF NATIONAL CITY
n Morrison, Mayor
Between the City of National City
and Richard Illes
2 of 4 5th Amendment to Agreement for Exchange
of Real Property and Joint Escrow Instructions
APPROVED AS TO FORM:
Claudia G. Sil
City Attorney
Between the City of National City 3 of 4 5th Amendment to Agreement for Exchange
and Richard (l les of Real Property and Joint Escrow Instructions
Acceptance by Escrow Holder:
Steward Title Company hereby acknowledges that it has received a fully executed
original or original executed counterparts of the foregoing Agreement for Exchange of
Real Property and Joint Escrow Instructions, and agrees to act as Escrow Holder
thereunder and to be bound by and strictly perform the terms thereof as such terms apply
to Escrow Holder.
Dated: , 2011. Stewart Title Company
a California corporation
By:
Its Authorized Agent
Name:
Title:
Between the City of National City 4 of 4 5th Amendment to Agreement for Exchange
and Richard Illes of Real Property and Joint Escrow Instructions
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made and entered into this
day of February, 2011, by and between the CITY OF NATIONAL CITY, a
municipal corporation ("CITY"), and the ILLES FAMILY TRUST ("ILLES").
RECITALS
A. CITY and ILLES entered into an Agreement for Exchange of Real Property and
Joint Escrow Instructions (the "Exchange Agreement") on or about September 23, 2010. The
purpose of the Exchange Agreement was for the CITY to transfer ownership of its land and
improvements commonly known as 522 West 8th Street, National City (the "City Property") to
ILLES, and for ILLES to transfer ownership of its land and improvements commonly known as
2020 Hoover Avenue, National City (the "Illes Property") to the CITY.
B. The Exchange Agreement was subsequently amended on or about November 9,
2010 ("First Amendment"), December 23, 2010 ("Second Amendment"), January 11, 2011
("Third Amendment"), and January 24, 2011 ("Fourth Amendment").
C. ILLES desires to be protected from liability arising out of any known
contamination on the City Property, and have requested indemnification from the CITY, and that
the CITY assume responsibility for possible future remediation activities on the City Property,
and the CITY has agreed to such indemnification and to assume such responsibility.
NOW, THEREFORE, for good and valuable consideration, the CITY and ILLES hereby
agree as follows:
1. Upon Close of Escrow, as that term is defined in the Exchange Agreement, the
CITY agrees to indemnify, defend, and hold harmless ILLES from and against any claims,
actions, suits, proceedings, loss, costs, damages, liability, or expenses resulting from any
corrective action required by the County of San Diego to remediate contamination known to
exist on 522 West 8th Street as of the date of this Agreement, provided that: 1) the City's
indemnification obligation shall not exceed $32,000; 2) in assuming this indemnification
obligation, the City shall have the right to oversee the remediation work being performed in
response to any corrective action required by the County; 3) if the land use at 522 West 8th
Street changes from that currently proposed by Illes, namely, the operation of a transit business,
then the City's indemnification obligation shall immediately be extinguished; 4) the City shall
not be liable for any decrease in the fair market value of 522 West 8th Street.
2. Geosyntec Consultants has conducted soils testing at 522 West 8th Street,
documented in a report dated February 8, 2011, a copy of which is attached hereto as Exhibit
"A" and incorporated herein by reference, and determined that the site sufficiently meets
environmental standards established by state regulatory agencies so as not to require remediation
activity.
December 2010
1 Indemnification Agreement
City of National City and Illes Family Trust
3. It is understood by the parties hereto that the CITY is legally self -insured pursuant
to Section 990 of the California Government Code, and Section 3700 of the California Labor
Code.
4. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which, together, shall constitute but one and the same instrument.
5. Except as otherwise expressly provided herein, the execution and delivery of this
Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to
any person or entity other than the parties hereto.
6. This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
7. This Agreement supersedes any prior agreements, negotiations and
communications, oral or written, and contains the entire agreement between the parties as to the
subject matter hereof. No subsequent agreement, representation, or promise made by either party
hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of
any effect unless it is in writing and executed by the party to be bound thereby.
8. This Agreement shall be binding upon and shall inure to the benefit of the
successors and assigns of the parties hereto.
9. The parties acknowledge and agree that (i) each party is of equal bargaining
strength, (ii) each party has actively participated in the drafting, preparation and negotiation of
this Agreement, (iii) each such party has consulted with or has had the opportunity to consult
with its own, independent counsel and such other professional advisors as such party has deemed
appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party
and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed
to enter into this Agreement following such review and the rendering of such advice, and (vi)
any rule or construction to the effect that ambiguities are to be resolved against the drafting party
shall not apply in the interpretation of this Agreement, or any portions hereof, or any
amendments hereto.
--- Signature Page to Follow ---
December 2010 2 Indemnification Agreement
City of National City and Iiles Family Trust
By:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF NATIONAL CITY THE ILLES AMILY TRUST
(Sign ure)
(?i (fl4)W .140'
Ron Morrison, Mayor
APPROVED AS TO FORM:
December 2010
By:
(Print)
Oc:zA)
eke v't(_ I A\fl 1,--(1e5
3 Indemnification Agreement
City of National City and Iiles Family Trust
RESOLUTION 2011 — 52
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE MAYOR TO EXECUTE A FIFTH AMENDMENT
TO AGREEMENT FOR EXCHANGE OF REAL PROPERTY AND
JOINT ESCROW INSTRUCTIONS
WHEREAS, on or about September 23, 2010, the City and The Illes Family Trust
entered into an Agreement for Exchange of Real Property and Joint Escrow Instructions (the
"Agreement") whereby they agreed to the exchange of the City Property at 522 West 8th Street,
National City, for the Illes Property at 2020 Hoover Avenue, National City; and
WHEREAS, the Agreement was subsequently amended on or about November
9, 2010 ("First Amendment"), December 23, 2010 ("Second Amendment"), January 11, 2011
("Third Amendment"), and January 24, 2011 ("Fourth Amendment") ; and
WHEREAS, Section 3.2 of the Agreement provides that Close of Escrow shall
occur on or before the date that is thirty (30) days after expiration of the Contingency Period, as
defined in Section 6.1.2; and
WHEREAS, pursuant to Section 6.1.2, as revised pursuant to the Fourth
Amendment, the Contingency Period shall expire at 5:00 p.m. of the third day following receipt
by the Parties of the soils investigation report for 522 West 8th Street by Geosyntec Consultants
pursuant to Geosyntec's proposal dated January 21, 2011 (the "Soils Report"); and
WHEREAS, the Soils Report was received by the Parties on February 8, 2011,
making the expiration of the Contingency Period 5:00 p.m. on February 11, 2011, and resulting
in a Close of Escrow date of March 13, 2011; and
WHEREAS, the Illes Property at 2020 Hoover Avenue is encumbered by a small
business loan which must be satisfied prior to closing. Pursuant to the regulations governing
small business loans, the pay-off of the subject loan must occur on March 17, 2011; and
WHEREAS, Illes intends to obtain a loan (the "New Loan") that will be secured by
a deed of trust on the City Property at 522 West 8th Street once Illes has acquired title to said
Property. To allow adequate time to complete the New Loan transaction, it is anticipated that the
current date of Close of Escrow must be extended beyond March 13, 2011, but not later than
May 1, 2011; and
WHEREAS, in order to facilitate the pay-off of the small business loan and the
completion of the New Loan transaction, it is necessary to amend Section 3.2 of the Agreement
to extend the date of Close of Escrow to May 1, 2011.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes the Mayor to execute a Fifth Amendment to Agreement for
Exchange of Real Property and Joint Escrow Instructions to amend Section 3.2 of the
Agreement to extend the date of Close of Escrow to May 1, 2011. Said Fifth Amendment to
Agreement is on file in the office of the City Clerk.
--- Signature Page to Follow ---
Resolution No. 2011 — 52
Page Two
PASSED and ADOPTED this 1st day of March, 2011.
on Morrison, Mayer
ATTEST:
MicFiael R. Dall , City Clerk
APPROVED AS TO FORM:
Passed and adopted by the Council of the City of National City, California, on March 1,
2011 by the following vote, to -wit:
Ayes: Councilmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
City Clerk of the City National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2011-52 of the City of National City, California, passed and adopted
by the Council of said City on March 1, 2011.
City Clerk of the City of National City, California
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA
COUNCIL AGENDA STATEMENT
MEETING DATE: March 1, 2011
AGENDA ITEM NO. 6
ITEM TITLE:
Resolution of the City Council of the City of National City authorizing the Mayor to Execute a Fifth
Amendment to Agreement for Exchange of Real Property and Joint Escrow Instructions
(522 West 8th Street and 2020 Hoover Avenue)
PREPARED BY: George H. Eiser, IIIDEPARTMENT:
PHONE: Ext. 4221
EXPLANATION:
APPROVED BY:
Please see attached memorandum.
FINANCIAL STATEMENT: APPROVED: Finance
ACCOUNT NO. APPROVED: MIS
N/A
ENVIRONMENTAL REVIEW:
N/A
ORDINANCE: INTRODUCTION:
FINAL ADOPTION:
STAFF RECOMMENDATION:
Adopt proposed resolution.
BOARD / COMMISSION RECOMMENDATION:
N/A
kTTACHMENTS:
Memorandum
Proposed resolution
Fifth Amendment to Agreement for Exchange of Real Property and Joint Escrow Instructions
REso�v<�o� moo. ao‘‘ - ba
Mayor
Ron Morrison
Council Members
Alejandra Sotelo-Solis
Louis Natividad
Mona Rios
Rosalie Zarate
TO:
FROM:
SUBJECT:
-e- CALIFQRNIA +
NATO CITy
nut/
INCORP OR &T}
Office of the City Attorney
City Attorney
Claudia Gacitua Silva
Legal Counsel
George H. Eiser, Ill
Senior Assistant City Attorney
Jodi L. Doucette
Mayor and City Council DATE: February 15, 2011
George H. Eiser, III, Legal Counsel
Agreement for Exchange of City -Owned Property at 522 West 8th Street for
Property Owned by Illes Family Trust at 2020 Hoover Avenue; Fifth Amendment
to Agreement
On September 23, 2010, the City and the Illes Family Trust ("Illes") entered into an Agreement
for Exchange of Real Property and Joint Escrow Instructions (the "Agreement") whereby the
parties agreed to an exchange of the City -owned property at 522 West 8th Street for the Illes-
owned property at 2020 Hoover Avenue. Since the Agreement was entered into, it has been
necessary for the Agreement to be amended four times to allow sufficient time to resolve certain
environmental issues surrounding the City -owned property. The environmental issues have now
been adequately addressed, and the parties are now in a position to complete the transaction.
Section 3.2 of the Agreement provides that Close of Escrow shall occur on or before the date that
is 30 days after expiration of the Contingency Period, as defined in Section 6.1.2. Pursuant to
Section 6.1.2, as revised pursuant to the Fourth Amendment, the Contingency Period shall expire
at 5:00 p.m. of the third day following receipt by the Parties of the soils investigation report for
522 West 8th Street by Geosyntec Consultants pursuant to Geosyntec's proposal dated January
21, 2011 (the "Soils Report"). The Soils Report was received by the Parties on February 8, 2011,
making the expiration of the Contingency Period 5:00 p.m. on February 11, 2011, and resulting
in a Close of Escrow date of March 13, 2011.
The Illes Property at 2020 Hoover Avenue is encumbered by a small business loan which must
be satisfied prior to closing. Pursuant to the regulations governing small business loans, the pay-
off of the subject loan must occur on March 17, 2011. Therefore, in order to facilitate the pay-off
of the small business loan, it is necessary to amend Section 3.2 of the Agreement to extend the
date of Close of Escrow to March 17, 2011.
The proposed Fifth Amendment to Agreement for Exchange of Real Property and Joint Escrow
Instructions would amend Section 3.2 of the Agreement to provide as follows:
1243 National City Boulevard; National City, California 91950-4301
Tel.: (619) 336.4220 Fax: (619) 336.4327
Fifth Amendment to Agreement
February 15, 2011
Page 2
3.2. Close of Escrow. "Close of Escrow" shall be the date that
the grant deed, the form of which is attached hereto as Exhibit "E" ("City Grant
Deed"), conveying the City Property to Illes, and the grant deed, the form of which
is attached hereto as Exhibit "F" (the "Illes Grant Deed"), conveying the Illes
Property to the City, are recorded in the Official Records of San Diego County,
California ("Official Records"). The Close of Escrow shall occur on March 17,
2011 (the "Closing Date"). The City shall deliver possession of the City Property
to Ines on the Closing Date, and Illes shall deliver possession of the Illes Property
to the City pursuant to Section 6.1.27, entitling files to lease back the Property,
upon the Close of Escrow, subject only to the "Approved Condition of Title" (as
defined in Sections 4.1 — 4.4 below) and the provisions of the City Grant Deed and
the Illes Grant Deed.
It is recommended that the City Council approve the Fifth Amendment to Agreement by
adoption of the proposed resolution.
GEORGE H. EISER, III
Legal Counsel
GHE/gmo
FIFTH AMENDMENT TO
AGREEMENT FOR EXCHANGE OF REAL PROPERTY
AND JOINT ESCROW INSTRUCTIONS
TO: Stewart Title Company Escrow No.: 288553
7675 Mission Valley Road Escrow Officer: Rhonda Bernardini
San Diego, CA 92108-4429 Title Order No.:
(619) 692-1600 Title Officer: Frank Green
("Escrow Holder")
THIS FIFTH AMENDMENT TO AGREEMENT FOR EXCHANGE OF REAL
PROPERTY AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and
entered into as of this 1st day of March, 2011, by and between the CITY OF NATIONAL
CITY, a municipal corporation, ("City"), and ILLES FAMILY TRUST ("Illes"). The City
and Illes are sometimes hereinafter referred to collectively as the "Parties".
RECITALS
A. On or about September 23, 2010, the Parties entered into an Agreement
whereby they agreed to the exchange of the City Property at 522 West 8th Street, National
City, for the Illes Property at 2020 Hoover Avenue, National City.
B. The Agreement was subsequently amended on or about November 9, 2010
("First Amendment"), December 23, 2010 ("Second Amendment"), January 11, 2011
("Third Amendment"), and January 24, 2011 ("Fourth Amendment").
C. Section 3.2 of the Agreement provides that Close of Escrow shall occur on
or before the date that is thirty (30) days after expiration of the Contingency Period, as
defined in Section 6.1.2.
D. Pursuant to Section 6.1.2, as revised pursuant to the Fourth Amendment,
the Contingency Period shall expire at 5:00 p.m. of the third day following receipt by the
Parties of the soils investigation report for 522 West 8th Street by Geosyntec Consultants
pursuant to Geosyntec's proposal dated January 21, 2011 (the "Soils Report").
E. The Soils Report was received by the Parties on February 8, 2011, making
the expiration of the Contingency Period 5:00 p.m. on February 11, 2011, and resulting in
a Close of Escrow date of March 13, 2011.
F. The Illes Property at 2020 Hoover Avenue is encumbered by a small
business loan which must be satisfied prior to closing. Pursuant to the regulations
governing small business loans, the pay-off of the subject loan must occur on March 17,
2011. Therefore, in order to facilitate the pay-off of the small business loan, it is
necessary to amend Section 3.2 of the Agreement to extend the date of Close of Escrow
to March 17, 2011.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the Parties agree that
Section 3.2 of the Agreement for Exchange of Real Property and Joint Escrow
Instructions dated September 23, 2010, as amended, is amended to read as follows:
3.2. Close of Escrow. "Close of Escrow" shall be the
date that the grant deed, the form of which is attached hereto as Exhibit "E"
("City Grant Deed"), conveying the City Property to Illes, and the grant
deed, the form of which is attached hereto as Exhibit "F" (the "Illes Grant
Deed"), conveying the Illes Property to the City, are recorded in the Official
Records of San Diego County, California ("Official Records"). The Close
of Escrow shall occur on March 17, 2011 (the "Closing Date"). The City
shall deliver possession of the City Property to Illes on the Closing Date,
and Illes shall deliver possession of the Illes Property to the City pursuant
to Section 6.1.27, entitling Illes to lease back the Property, upon the Close
of Escrow, subject only to the "Approved Condition of Title" (as defined in
Sections 4.1 — 4.4 below) and the provisions of the City Grant Deed and the
Illes Grant Deed.
With the foregoing exception, each and every provision of the Agreement for
Exchange of Real Property and Joint Escrow Instructions dated September 23, 2010, as
amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to
Agreement as of the day and year first written above.
ILLES FAMILY TRUST CITY OF NATIONAL CITY
By: By:
Richard Illes, Trustee Ron Morrison, Mayor
By:
Beverly Ann Illes, Co -Trustee
APPROVED AS TO FORM:
Claudia G. Silva
City Attorney
Between the City of National City
2 of 3
and Richard Illes of Real Property and Joint Escrow Instructions
5th Amendment to Agreement for Exchange
Acceptance by Escrow Holder:
Steward Title Company hereby acknowledges that it has received a fully executed
original or original executed counterparts of the foregoing Agreement for Exchange of
Real Property and Joint Escrow Instructions, and agrees to act as Escrow Holder
thereunder and to be bound by and strictly perform the terms thereof as such terms apply
to Escrow Holder.
Dated:
, 2011. Stewart Title Company
a California corporation
By:
Its Authorized Agent
Name:
Title:
Between the City of National City
3 of 3
and Richard Illes of Real Property and Joint Escrow Instructions
5th Amendment to Agreement for Exchange
RESOLUTION 2011 —
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE MAYOR TO EXECUTE A FIFTH AMENDMENT
TO AGREEMENT FOR EXCHANGE OF REAL PROPERTY AND
JOINT ESCROW INSTRUCTIONS
WHEREAS, on or about September 23, 2010, the City and The Illes Family Trust
entered into an Agreement for Exchange of Real Property and Joint Escrow Instructions (the
"Agreement") whereby they agreed to the exchange of the City Property at 522 West 8th Street,
National City, for the Illes Property at 2020 Hoover Avenue, National City; and
WHEREAS, the Agreement was subsequently amended on or about November
9, 2010 ("First Amendment"), December 23, 2010 ("Second Amendment"), January 11, 2011
("Third Amendment"), and January 24, 2011 ("Fourth Amendment") ; and
WHEREAS, Section 3.2 of the Agreement provides that Close of Escrow shall
occur on or before the date that is thirty (30) days after expiration of the Contingency Period, as
defined in Section 6.1.2; and
WHEREAS, pursuant to Section 6.1.2, as revised pursuant to the Fourth
Amendment, the Contingency Period shall expire at 5:00 p.m. of the third day following receipt
by the Parties of the soils investigation report for 522 West 8th Street by Geosyntec Consultants
pursuant to Geosyntec's proposal dated January 21, 2011 (the "Soils Report"); and
WHEREAS, the Soils Report was received by the Parties on February 8, 2011,
making the expiration of the Contingency Period 5:00 p.m. on February 11, 2011, and resulting
in a Close of Escrow date of March 13, 2011; and
WHEREAS, the Illes Property at 2020 Hoover Avenue is encumbered by a small
business loan which must be satisfied prior to closing. Pursuant to the regulations governing
small business loans, the pay-off of the subject loan must occur on March 17, 2011. Therefore,
in order to facilitate the pay-off of the small business loan, it is necessary to amend Section 3.2
of the Agreement to extend the date of Close of Escrow to March 17, 2011.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes the Mayor to execute a Fifth Amendment to Agreement for
Exchange of Real Property and Joint Escrow Instructions to amend Section 3.2 of the
Agreement to extend the date of Close of Escrow to March 17, 2011. Said Fifth Amendment to
Agreement is on file in the office of the City Clerk.
PASSED and ADOPTED this 1st day of March, 2011.
Ron Morrison, Mayor
ATTEST: APPROVED AS TO FORM:
Michael R. Dalla, City Clerk Claudia G. Silva, City Attorney