Exhibit #10.47
AMENDMENT TO DEVELOPMENT AGREEMENT
This Amendment to Development Agreement ("Amendment") is entered into
as of ____________, 2000 by and among the City of San Xxxxxx (the "City"), a
charter city; Fair, Xxxxx and Company, Inc. ("Fair, Xxxxx"), a Delaware
corporation, and San Xxxxxx Corporate Center, LLC, a Delaware limited liability
company, an entity related to Xxxxxx/Equity Office, Inc., a California
corporation, ("Xxxxxx"), or a permitted transferee of Xxxxxx, as permitted and
defined in Section 3.7 herein, with reference to the following:
A. The City, Fair, Xxxxx and Village Builders, LP ("Village"), a
California limited partnership, entered into a Development Agreement dated
February 17, 1998 (the "DA") pursuant to the authority of Government Code
Sections 65864 et seq. The DA was recorded on April 9, 1998, as Document No.
98-023245 in the Official Records of Marin County. The DA sets forth certain
agreements between the City and Fair, Xxxxx regarding the Property (as defined
in the DA). Pursuant to Section 12.2 of the DA, Village no longer has any rights
or obligations under the DA.
B. On May 18, 1998, the San Xxxxxx Redevelopment Agency ("Agency") and
Fair, Xxxxx entered into an Owner Participation, Disposition and Development
Agreement, which agreement was amended by the First Amendment to Owner
Participation, Disposition and Development Agreement dated September 7, 1999.
The Owner Participation, Disposition and Development Agreement and First
Amendment thereto are referred to collectively herein as the "OPDDA". The OPDDA
provides for Fair, Xxxxx to develop the Property (as defined in the OPDDA) in
accordance with the provisions of the OPDDA. (The "Property" as defined in the
DA and the OPDDA consists of the same real property.)
C. As permitted by Section 5.01 of the OPDDA (which permits a transfer
to a synthetic lease lessor in accordance with the terms of Section 12.1 of the
DA), Lease Plan North America, Inc. ("LP"), an Illinois corporation, has
acquired the Developer Parcel (as defined in the OPDDA) and leased it to Fair,
Xxxxx. Pursuant to the OPDDA, the Agency has also conveyed the City Parcel (as
defined in the OPDDA) to LP, which has leased it to Fair, Xxxxx.
D. Fair, Xxxxx desires to cause the sale and Xxxxxx desires to purchase
the Property. To that end Fair, Xxxxx and Xxxxxx have entered into an agreement
dated June 28, 2000 (the "Purchase Agreement") providing for the conveyance of
the Property to Xxxxxx and assignment to Xxxxxx of the rights and obligations
under the OPDDA and DA.
E. Pursuant to the DA, the consent of the City is required for the
conveyance of the Property to Xxxxxx and assignment to Xxxxxx of the rights and
obligations under the DA.
F. The City, Fair, Xxxxx and Xxxxxx desire to set forth the terms and
conditions related to the City's consent to conveyance of the Property to Xxxxxx
and assignment to Xxxxxx of the rights and obligations under the DA.
X. Xxxxxx and the City desire to provide for certain amendments to the
DA with regard to Xxxxxx'x future development of the Property and to acknowledge
that Xxxxxx may assign this Agreement as provided for in Section 3.7.
H. On July 25, 2000, the Planning Commission approved the Revisions (as
defined below) and, recommended that the City Council approve those aspects of
the Revisions requiring City Council approval.
I. On August 7, 2000, the City Council approved those aspects of the
Revisions requiring City Council approval.
J. On July 25, 2000, the Planning Commission of the City held a hearing
concerning the provisions of this Amendment and adopted Resolution No. 00-16
recommending amendment of the DA in the manner contemplated herein and finding
that such amendment of the DA provides benefits as anticipated in conformity
with the City's General Plan and is otherwise consistent with the City's General
Plan and all applicable City ordinances, rules and regulations.
K. On August 7, 2000, the City held a public hearing on this Amendment.
On August 21, 2000, the City Council adopted Ordinance No. 1755 (attached hereto
as Exhibit B) approving this Amendment and amendment of Ordinance No. 1722,
which ordinance initially approved the DA. Ordinance No. 1755 also authorizes
the Mayor or Vice Mayor of the City to execute this Amendment on behalf of the
City. Ordinance No.1755 also adopts the findings of the Planning Commission set
forth in Planning Commission Resolution No. 00-16 regarding consistency of this
Amendment with the General Plan and all applicable City ordinances, rules and
regulations.
L. In approving this Amendment, the City has considered the
environmental impact report ("EIR") prepared in conjunction with the Agency's
approval of the OPDDA, the City's approval of the DA, and the City's approval of
the Vested Approvals (as defined in the DA) and any amendments thereto, for the
"project" on the Property contemplated by the DA and OPDDA, has considered the
addendum to the EIR ("Addendum"), which analyzes the minor changes to the
"project" that may be implemented pursuant to this Amendment and, based on the
Addendum and other evidence presented at the hearing on this Amendment, has
found that the minor changes in the "project" that may be implemented pursuant
to this Amendment will not result in substantial changes in the potential
environmental effects of the "project," as analyzed in the EIR, no further
environmental evaluation is required, and no supplemental or subsequent EIR is
required pursuant to CEQA Guidelines Sections 15162, 15163, and 15164 or Public
Resources Code Section 21166.
THEREFORE, the parties agree as follows:
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ARTICLE 1.
CONSENT TO TRANSFER AND CONDITIONS THERETO
Section 1.1 Consent to Assignment of DA. Subject to the satisfaction of
the conditions in Section 1.2 below, the City hereby consents to and approves
(i) the conveyance of the Property and (ii), Fair Isaac's assignment of all its
rights and obligations under the DA, to Xxxxxx or an Affiliate, as defined in
Section 3.1 of this Amendment. The City's consent and approval is given
notwithstanding the fact that Xxxxxx and Fair, Xxxxx have not and do not
contemplate that Fair, Xxxxx and Xxxxxx will enter into a lease agreement
providing for Fair, Xxxxx to initially occupy Phase I (as defined in the DA).
Section 1.2 Conditions to Consent and Approval. The following are
conditions precedent to the City's consent and approval of the conveyance of the
Property to Xxxxxx and Fair, Isaac's assignment to Xxxxxx of its rights and
obligations under the DA, which conditions may be waived in the sole discretion
of the City:
(a) By December 31, 2000 the Property shall be conveyed
to Xxxxxx or an Affiliate.
(b) By December 31, 2000 Fair, Xxxxx shall have assigned
all its rights and obligations under the DA to Xxxxxx
or an Affiliate.
(c) By December 31, 2000 Fair, Xxxxx shall have assigned
all its rights and obligations under the OPDDA to
Xxxxxx or an Affiliate.
(d) Concurrently with the closing of the conveyance of
the Property to Xxxxxx, Fair, Xxxxx shall have made
the payment to the City contemplated by Section 1.3
below.
(e) Concurrently with the closing of the conveyance of
the Property to Xxxxxx, Fair, Xxxxx has completed the
donation contemplated by Section 1.4 below.
Xxxxxx may request that the date by which the foregoing conditions must
be satisfied be extended and the City shall not unreasonably withhold its
approval of such request if it is satisfied that Purchase Agreement remains in
full force and effect, the need for the extension arises from events beyond
Xxxxxx'x control and the period of extension is only for the time reasonably
necessary to satisfy the condition but in no event more than one hundred eighty
(180) days.
Section 1.3 Payment by Fair, Xxxxx. In consideration for the City's
consent and approval as set forth in Section 1.1 above and the consent and
approval of the Agency as set forth in the Consent and Agreement dated August 7,
2000 by and among the Agency, Fair, Xxxxx and Xxxxxx (the "Consent"), Fair,
Xxxxx shall pay to the City the sum of Two Million Dollars ($2,000,000). Said
amount shall be paid concurrently with the closing of the conveyance of the
Property to Xxxxxx. Fair, Xxxxx and Xxxxxx shall take such steps and provide
such instructions to the escrow holder for the conveyance of the Property to
Xxxxxx to assure that the amount to be paid to the City is paid directly to the
City at the closing for the conveyance from funds that are held by the escrow
holder.
Section 1.4 Donation. Fair, Xxxxx hereby offers to donate to the City
the sum of One Million Three Hundred Thousand Dollars ($1,300,000) to be used by
the City for a capital project or
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projects in the downtown San Xxxxxx area determined pursuant to this Section 1.4
that will benefit the citizens of San Xxxxxx. The City hereby accepts said
donation. Said donation shall be made on or before the date the Property is
conveyed to Xxxxxx. Promptly following the City's adoption of its budget for
fiscal year 2000-2001, the City and Fair, Xxxxx shall jointly determine to which
capital project or projects Fair, Isaac's donation will be devoted, which
project or projects shall be aligned with Fair, Isaac's philanthropic goals, as
described by Fair, Xxxxx. If City and Fair, Xxxxx cannot agree to the capital
project or projects to which the donation will be devoted, the City will
reasonably determine, taking into account the philanthropic goals of Fair,
Xxxxx, the capital project or projects to which the donation will be devoted. At
Fair, Isaac's request, Fair, Xxxxx will be identified as the donor in press
releases and publicity furnished by the City and the City will memorialize Fair,
Isaac's donation at the location of the project or projects undertaken with
Fair, Isaac's donation. Such memorization shall be by appropriate means
reasonably determined by the City (such as a plaque or engraved stone).
Section 1.5 Release of Fair, Xxxxx and LP. Upon the City's consent and
approval pursuant to Section 1.1 taking effect, Fair, Xxxxx shall be released
from all obligations and liabilities under the DA, provided, however, such
release shall not extend to any indemnity obligation under the DA that arose
from an event occurring prior to the City's consent and approval taking effect.
ARTICLE 2.
ADDITIONAL OBLIGATIONS
Section 2.1 Application for Permits and Approvals. On June 16, 2000,
Xxxxxx submitted to the City applications to revise the Vested Approvals (as
defined in the DA). As set forth in Recitals H and I above, the City has
approved said revisions (the "Revisions"). The Revisions are described in the
attached Exhibit A. The Revisions include the following:
(a) Amendment to PD District Ordinance 1721 (ZC-97-2b).
(b) Amendment to Conditional Use Permit (UP-97-10b).
(c) Addendum to Environmental Impact Report (State
Clearinghouse No. 97042041).
If the conditions to the consent and approval set forth in Section 1.2
are not satisfied and, as a result, this Amendment is terminated pursuant to
Section 4.1 below, the Revisions shall have no further force and effect.
Section 2.2 Incorporation of OPDDA Amendments. Any references in the DA
to the OPDDA or various provisions of the OPDDA shall refer to the OPDDA as
amended by the Consent.
Section 2.3 Sublease. Upon conveyance of the Property to Xxxxxx, the
Sublease (as defined in the OPDDA) of the City Parcel between Fair, Xxxxx and
the City shall be deemed to be a lease of the City Parcel between Xxxxxx and
City on the terms and conditions set forth in the Sublease.
Section 2.4 Tenant Selection. The Improvements (as defined in the
OPDDA) shall be occupied by at least one high quality tenant occupying at least
80,000 square feet in those Improvements. If, upon completion of the
Improvements, those Improvements are not occupied by at least one high quality
tenant occupying at least 80,000 square feet, then Xxxxxx shall promptly pay to
the City the sum of Two Hundred Fifty Thousand Dollars ($250,000). The
determination as to whether or not Xxxxxx has satisfied the requirements of this
section will be made by the Agency
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pursuant to Section 3.1 of the Consent and Agreement of even date herewith by
and among the Agency, Xxxxxx and Fair, Xxxxx.
Section 2.5 TSM Program. Xxxxxx, in cooperation with the City, shall
develop and implement for the Project (as defined in the DA), a comprehensive
traffic systems management program with the objective of achieving the optimal
trip reduction. Prior to issuance of a building permit for the Improvements in
the First Phase, Xxxxxx shall prepare, submit to the City and obtain approval of
the City's Director of Community Development for a detailed TSM program in
accordance with condition number 4 of the use permit conditions that are part of
the Vested Approvals (as defined in the DA). In addition, if the City
establishes a shuttle service for the downtown San Xxxxxx area, Xxxxxx shall
contribute its fair share to the capital and operating costs of that shuttle
service, as reasonably agreed upon by Xxxxxx and the City.
Section 2.6 Temporary Parking. At the request of the City, Xxxxxx shall
cooperate with the City to provide temporary parking for the general public on
the Property in accordance with the provisions of this Section 2.6 It is
anticipated that the request will be made to accommodate temporary public
parking that will be needed when the City demolishes the existing public parking
structure on Xxxxxxx Place and constructs new parking as part of the
redevelopment of that Xxxxxxx Place property and surrounding properties. Such
parking shall be provided at no cost to the City or the Agency, but the City
shall operate such parking at its cost or pay Xxxxxx the costs of operating and
providing the parking. If the City requests that the temporary parking be
provided, Xxxxxx shall first make reasonable efforts to accommodate the parking
with surface parking in the area shown on Exhibit C-1. If temporary surface
parking is not available in that area either because environmental site
conditions make it impractical to locate surface parking in that area or because
the planned parking structure in that area is under construction or completed,
then Xxxxxx shall make reasonable efforts to accommodate the temporary parking
by providing approximately 100 spaces in the structure to be built in the area
shown on Exhibit C-2, assuming that structure has been completed and has excess
capacity not needed for completed office buildings on the Property. If parking
in the parking structure is not available, Xxxxxx shall make reasonable efforts
to accommodate the temporary parking through use of a valet parking system or
similar arrangement on the surface lot shown on Exhibit C-3, provided under all
circumstances that Xxxxxx may first accommodate office users on the Property.
For purposes of this Amendment, the location of such temporary parking, as
agreed upon pursuant to this section 2.6, shall be referred to herein as the
"Temporary Parking Parcel." The City shall pay Xxxxxx for any additional costs
associated with accommodating the public parking Xxxxxx may temporarily close or
limit portions of the parking on the Temporary Parking Parcel to the extent
reasonably necessary to accommodate a staging area for construction of the
Improvements or to meet other construction considerations related to
construction of the Improvements, including but not limited to safety and
insurance considerations in Xxxxxx'x reasonable discretion. The temporary
parking to be provided pursuant to this Section 2.6 shall be provided pursuant
to a license agreement, right of entry or other agreement reasonably acceptable
to the City and Xxxxxx and consistent with the provisions of this Section 2.6.
Section 2.7 Night and Evening Parking. On a portion of the Property
shown on attached Exhibit D (the "Public Parking Parcel"), Xxxxxx shall make
available the parking improvements for public parking on nights and weekends.
The Public Parking Parcel shall be made available from midnight to 6 a.m. and
from 6 p.m. to midnight on Monday through Friday and all hours on Saturdays and
Sundays. Such parking shall be provided at no cost to the City or the Agency.
Xxxxxx shall not charge for the public parking without the approval of the City,
which approval shall not be unreasonably withheld, provided the proposed charges
are not substantially and materially higher than the amounts the City charges in
the City-owned parking facilities in downtown San Xxxxxx for night and weekend
parking after taking into consideration additional and
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excess costs to Xxxxxx of security and other related matters. The Public Parking
Parcel shall be made available for parking beginning with the completion of the
First Phase Improvements.
Section 2.8 License Agreement. At the same time as the conveyance of
the Property to Xxxxxx, the City and Xxxxxx shall execute and record an
irrevocable license agreement ("License Agreement"), which shall be in a form
reasonably acceptable to the City and Xxxxxx and substantially consistent with
the provisions of this Amendment . The License Agreement shall provide for the
grant of a license to the City for public parking as set forth in Section 2.7 of
this Amendment.
Section 2.9 Payment for Plaza. Xxxxxx shall pay to the City the sum of
One Hundred Fifty Thousand Dollars ($150,000). Said amount shall be paid within
thirty (30) days following the date the Revisions are final, unappealable and
binding. The City agrees to use the amounts paid pursuant to this Section 2.9
for costs of construction of the water features and appurtenances the City is
planning to construct as part of the public plaza to be developed on Court
Street between Fourth Street and Fifth Avenue.
ARTICLE 3.
AMENDMENT OF SPECIFIC DEVELOPMENT AGREEMENT
PROVISIONS; CONFIRMATION OF COMPLIANCE
Section 3.1 Amendment of DA Section 1.2. Section 1.2 of the DA shall be
amended to read as follows:
"1.2 Affiliate. (i) a person which directly or indirectly controls, is
controlled by or is under common control with Xxxxxx; (ii) a Person at least a
majority of whose economic interest is owned by Xxxxxx; (iii) EOP Operating
Limited Partnership ("EOP"), a Delaware limited partnership; (iv) an entity
("Devco") that is entirely owned by an affiliate of EOP and an entity more than
fifty percent (50%) of which is owned by Xxxxxxx Xxxxxx III and other
individuals who were formerly officers and employees of Cornerstone Properties
Inc., a Nevada corporation, or any of its affiliates or subsidiaries; or (v)
provided there has first been an assignment to Devco, an entity entirely owned
by Devco alone or by Devco and one of its members or affiliates of such members
or by just one member of Devco and that member's affiliates."
Section 3.2 Amendment of DA Section 1.6. Section 1.6 of the DA shall be
amended to read as
follows:
"1.6 Enacting Ordinance and Resolution. Ordinance No. 1722, enacted by
the City Council of the City of San Xxxxxx on February 17, 1998, approving this
Development Agreement (attached as Exhibit F to the Development Agreement);
Ordinance No. 1755 enacted by the City Council of San Xxxxxx on August 21, 2000,
approving the Amendment to Development Agreement dated as of July 1, 2000, by
and among the City, Fair, Xxxxx, and Xxxxxx, which ordinance is attached to the
Amendment to Development Agreement as Exhibit B; Resolution No. 10026, adopted
by the City Council of San Xxxxxx on September 17, 1998, authorizing execution
of this Development Agreement by the Vice-Mayor (attached as Exhibit G to
Development Agreement); and Ordinance No. 1755, adopted by the City Council of
San Xxxxxx on August 21, 2000 (attached to the Amendment to Development
Agreement as Exhibit B), authorizing execution of the Amendment to Development
Agreement".
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Section 3.3 Deletion of DA Sections 1.15. The DA shall be amended by
deleting Section 1.15 thereof.
Section 3.4 Amendment of DA Section 1.20. Upon the City's approval of
the Revisions, the Vested Approvals (as defined in the DA) shall refer to:
(a) the Approvals set forth in Section 1.20 of the DA as those
Approvals may be revised by the Revisions and
(b) any other Approvals that are part of the Revisions.
Section 3.5 Addition of DA Section 1.21. The following Section 1.21
shall be added to the DA:
"Xxxxxx: San Xxxxxx Corporate Center, LLC, a Delaware limited liability
company, or its successors and assigns as permitted under this Development
Agreement, as it may be amended."
Section 3.6 Amendment of DA Section 3.2. To the extent the Revisions
revise the descriptions of aspects of the Project listed in Sections 3.2.1,
3.2.3. and 3.2.4 of the DA, said descriptions shall be deemed amended so that
they are consistent with the Revisions.
Section 3.7 Amendment of DA Section 12.1. Section 12.1 of the DA shall
be amended to read as follows:
"12.1 Transfer By Developer
12.1.1. Prior to the issuance of a certificate of completion of
construction, which for purposes of this Agreement shall be defined as
substantial completion of the core and shell of the buildings, for both Building
A and Building B, Developer shall not engage in any Transfer, except for a
Transfer expressly permitted pursuant to Section 12.1.3 below, without the prior
approval of the City, which approval may be granted or withheld in the City's
sole discretion. Once a certificate of completion of construction has been
issued for both Building A and Building B, Developer may engage in any Transfer
with regard to Building A or Building B or the Property-Lot or Parcel for either
without the consent of the City.
12.1.2. After a certificate of completion has been issued for both
Building A and Building B, Developer shall not engage in any Transfer, except
for a Transfer expressly permitted pursuant to Section 12.1.3 below, with regard
to Building C, Building D or Building E or the Property-Lot or Parcel for those
buildings without the prior approval of the City, which approval may be granted
or withheld in the City's sole discretion, prior to issuance of a certificate of
completion of construction for Building C, Building D or Building E. Once a
certificate of completion has been issued for Building C, Building D, or
Building E, the Developer may engage in any Transfer with regard to the building
or buildings for which the certificate of completion of construction has been
issued and the Property-Lot or Parcel for the building or buildings without the
consent of the City.
12.1.3. Notwithstanding anything to the contrary in this Development
Agreement, including, without limitation, the limitations in this Article 12,
Xxxxxx may assign this Development Agreement or transfer fee title to the
Property, without the City's consent, to any Affiliate. Xxxxxx shall give notice
of any such assignment of this Development Agreement or transfer of fee title to
the Property to an Affiliate, with a full description of the assignee or
transferee and a copy of the assignment or grant deed executed by Xxxxxx and the
assignee or tranferee, to the City within ten (10) business days after such
assignment or transfer. Notwithstanding the provisions of Section 12.2
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of this Development Agreement, no such assignment or transfer to an Affiliate
shall release Xxxxxx from any obligation or liability under this Development
Agreement.
Section 3.8 Amendment of DA Section 5.2.1. Section 5.2.1 of the DA
shall be amended by replacing the third sentence of that section with the
following:
"Payment by Xxxxxx to City shall be made in response to a
request by City, but no sooner than sixty (60) days before
anticipated commencement of construction of said
improvements."
Section 3.9 Amendment of DA Section 15.3. Section 15.3 of the DA shall
be amended so that notices need not be sent to Village or Fair, Xxxxx but are
instead sent to Xxxxxx as follows:
San Xxxxxx Corporate Center, Inc.
c/x Xxxxxx/Equity Office, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn.: Xxxxxx X. Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
cc: Xxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxxx & Xxxxxx, LLP
Xxxx Building, 30th Floor
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Section 3.10 Compliance with DA. Fair Xxxxx and the City each hereby
acknowledge, represent, and warrant to Xxxxxx that, as of the date of this
Amendment, neither Fair, Xxxxx nor the City is in default under the DA and that
both Fair, Xxxxx and the City have satisfied all conditions and complied with
all obligations, including, without limitation, payment obligations or public
improvement obligations, required to be satisfied, fulfilled, complied with, or
paid by Fair, Xxxxx or the City under the DA as of the date of this Amendment.
Without limitation of the foregoing, the City confirms that it has been paid all
amounts required of Fair, Xxxxx under Article 5 of the DA except for the payment
required pursuant to Section 5.2.1 of the DA.
ARTICLE 4.
MISCELLANEOUS
Section 4.1 Termination. If the conditions set forth in Section 1.2
above to the City's consent and approval have not been satisfied or waived by
December 31, 2001, or such later date approved by the City pursuant to Section
1.2 above, then this Amendment shall terminate and the parties shall have no
further rights, obligations or liabilities under this Amendment. Upon such
termination, the amendments to the DA set forth in this Amendment shall have no
force or effect and the DA shall be given full force and effect as if never
amended by this Amendment. This Amendment shall become effective as an amendment
to the DA upon the later of (i) the effective
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date of Ordinance No.1755 or (ii) the date on which the conditions set forth in
Section 1.2 to the consent and approval of the City have all been satisfied or
waived.
Section 4.2 No Other Amendment. Except as set forth in this Amendment,
the DA shall remain in full force and effect and unamended.
Section 4.3 Capitalized Terms. Capitalized terms set forth in this
Amendment shall have the same meanings set forth in the DA and OPDDA unless
specified otherwise herein.
Section 4.4 Recordation. Pursuant to the Development Agreement
Legislation (as defined in the DA), within ten (10) days following the date that
Ordinance No. 1755 becomes effective, the parties shall record this Amendment.
For purposes of recording, a legal description of the Property is attached
hereto as Exhibit E. The cost of recording shall be borne by Xxxxxx. If this
Amendment is terminated pursuant to Section 4.1 above after this Amendment has
been recorded, the parties shall promptly execute and record a memorandum
indicating that this Amendment has no force and effect.
Section 4.5 Counterparts. This Amendment may be executed and
acknowledged in counterparts.
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IN WITNESS WHEREOF, the parties have executed this Consent and Agreement as of
the date set forth in the opening paragraph above.
APPROVED AS TO FORM CITY OF SAN XXXXXX
By: _____________________________
City Attorney By: ___________________________
[Mayor][Vice-Mayor]
ATTEST:
By: ___________________________
City Clerk
FAIR, XXXXX, AND COMPANY, INC., a
Delaware corporation
By: ___________________________
Xxxx X. Xxxxxxxx,
Chief Financial Officer
SAN XXXXXX CORPORATE CENTER, LLC,
a Delaware limited liability company
a Delaware limited liability company,
a Manager and Member
By: Xxxxxx Investors-California, LLC,
a Delaware limited liability company,
a Manager and Member
By: ________________________________
Name: Xxxxxx X. Xxxxxxxx
a Manager and Member
By: EOPMC Investor, L.L.C.,
a Delaware limited liability company,
a Manager and Member
By: Equity Office Properties Management Corp.,
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a Delaware corporation,
a Manager and Member
By: ________________________
Name: ________________________
Title: ________________________
By: EOP - San Xxxxxx Corporate Center, L.L.C.,
a Delaware limited liability company
By: EOP Operting Limited Partnership,
a Delaware limited partnership
By: Equity Office Properties Trust,
a Maryland real estate investment trust,
its sole general partner
By: _______________________
Name: _______________________
Title: _______________________
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