2006 Centre Pointe - Amend 3 To Purchase and Sale ContractTHIRD AMENDMENT TO PURCHASE AND SALE CONTRACT
THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this
"Third Amendment to Contract") is made as of the _—day of October, 2006, by and
between CP DEVELOPMENT LA QUINTA, LLC, a California limited liability company
(hereinafter referred to as "Seller"), having a principal place of business at 77-564 Country
Club Drive, Suite 100, Palm Desert, California 92211, and EISENHOWER MEDICAL
CENTER a California nonprofit public benefit corporation (hereinafter referred to as
"Buyer"), having its principal place of business at 39000 Bob Hope Drive, Rancho Mirage,
California 92270, with reference to the following facts and circumstances:
RECITALS:
A. Seller and Buyer entered into that certain Purchase and Sale Contract, dated as
of December 28, 2005, pursuant to which Seller agreed to sell to Buyer, and Buyer agreed to
acquire from Seller the Property (as defined therein) (the "Original Purchase Contract');
B. The Original Purchase Contract was amended by that certain Restatement and
Amendment to Purchase and Sale Contract, dated as of February 24, 2006, by and between
Seller and Buyer (the "First Amendment to Contract") (the Original Purchase Agreement as
amended by the First Amendment to Contract shall be referred to herein as the "Amended
Contract');
C. The Original Purchase Contract was further amended by that certain Second
Amendment to Purchase and Sale Contract, dated as of September , 2006, by and between
Seller and Buyer (the "Second Amendment to Contract") (the Original Purchase Agreement
as amended by the First Amendment to Contract shall be referred to herein as the "Amended
Contract');
D. Seller and Buyer desire to amend the Amended Contract as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Buyer and Seller hereby agree as follows:
1. Definitions. All initially capitalized terms not defined herein shall
have the meanings given to such terms in the Amended Contract. From and after the date
hereof, all references in the Amended Contract and herein to the "Contract' shall be and be
deemed to be references to the Amended Contract as amended by this Third Amendment to
Contract.
2. Amendment to Closine Date. The parties agree that the first sentence of
Article 4(a) of the Original Contract, as previously amended is hereby deleted in its entirety
and the following is substituted in its place:
"The closing of the transactions contemplated hereunder (the "Closing")
shall take place by delivery of documents by the same day or overnight
courier into a closing escrow established by the Escrow Holder not later
than 10:00 a.m. (California time) on October 19, 2006"
3, Eisenhower Retention. Buyer requested as a condition of its completing the
transaction described herein, that certain modifications be made to the Disposition and
Development Agreement between Seller and the La Quinta Redevelopment Agency ("DDA").
Said modifications provided, among other things, for a revision of the schedule of completion
of construction of a medical office/surgical facility on the Property and a modification of the
Agency's remedies thereunder in the event of a default by Seller or its successors in interest in
the Property. As a condition of making such changes to the DDA, the Agency has required
that upon Buyer's acquisition of the Property, One Million Dollars be held in an escrow
account ("Eisenhower Retention") until the earlier of (i) the date Buyer completes
construction of the first building of the Medical Office/Surgical Facility, with such building
containing at least forty thousand square feet (40,000 sf.) of space (the "First MOB
Building"), as evidenced by City's issuance of a certificate of occupancy therefor; or (ii) the
date construction on the First MOB Building has commenced, provided that completion
bonds naming the Agency as a beneficiary with the right to enforce are in place that guarantee
completion of the same ("Medical Office/Surgical Facility Release Date"). In the event that
prior to the Medical Office/Surgical Facility Release Date, Agency exercises its option to
purchase the MOB Parcel as provided in the "Amended and Restated Option Agreement"
(as that term is defined in Section 2.1 of the DDA, as amended), then the DDA provides that
the Escrow Agent shall release such remaining portion of the Eisenhower Retention then held
in the Escrow to Agency to partially fund Agency's repurchase of the MOB Parcel from
Eisenhower.
An issue has now arisen between Buyer and Seller as to which party shall fund
the Eisenhower Retention. To resolve said issue, at the Closing, the Eisenhower Remention
will be initially funded by holding $1 million of Seller's proceeds in escrow. Buyer and Seller
agree however to cooperate and use their best efforts in seeking an agreement from the
Agency and the City to forego the Eisenhower Retention and thereby release the Eisenhower
Retention then held in escrow to Seller. Such an agreement may provide, if required by the
Agency or the City, that in lieu of the Eisenhower Retention, the Agency's option to
repurchase the Property under the Restated Option shall be for a price that is reduced by One
Million Dollars.
4. Buver's Agreement to Build. In the event that Seller is required to fund the
Eisenhower Retention, the Buyer agrees that it shall build the First MOB Building in
accordance with the terms, conditions and schedules set forth in the DDA, as amended. In the
event that Buyer defaults under the DDA such that the Agency exercises its rights under the
Restated Option or Reverter, then Seller shall have the right to recover from Buyer the amount
of the Eisenhower Retention.
5. Release of Eisenhower Retention. Upon the Medical Office/Surgical
Facility Release Date, the parties agree that the Eisenhower Retention, plus any and all
interest earned thereon during the escrowed period, shall be released proportionately to the
parties depositing same, with interest paid to Seller to the extent such interest was earned
during Seller's deposit of the Eisenhower Retention, and interest paid to Buyer to the extent
such interest was earned during Buyer's deposit of the Eisenhower Retention.
6. i an &aM ftuirements. Buyer acknowledges that from and after the
closing Buyer shall be responsible for maintenance of the landscape parkway abutting the
Property along Washington Street and Seeley Drive.
7. CountgrMs. This Third Amendment to Contract may be executed in
multiple counterparts via facsimile or pdf, each of which shall constitute an original, but all of
which together shall constitute but one instrument.
7. No Further Modifications. Except as set for* in this Third Amendment to
Contract, the Amended Contract remains in full force and effect, without modification or
impairment.
IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Agreement as of the date first written above.
SELLER:
CP DEVELOPMENT LA QUINTA, LLC,
a California limited liability company
By, 0"O P Q- F�L
Name: Richard Oliphant
'Title: Managing Member
Hereunto duly authorized
:ni. : rt _ ._...
duly authorized