Exhibit 10.6(c)
Second Amendment to BPIA Agreement
This Second Amendment to BPIA Agreement (the "Amendment") is entered
into as of January 1, 1999, by and between Bedford Property Investors,
Inc., a Maryland corporation (the "Company") and Bedford Acquisitions,
Inc. (formerly known as Westminster Holdings, Inc.), a California
corporation ("BPIA") with reference to the following facts.
RECITALS
A. Company and BPIA entered into that certain BPIA Agreement
dated as of January 1, 1995, as amended by the Amendment to BPIA
Agreement dated as of January 1, 1997 (collectively the "Agreement")
under the terms of which BPIA performs certain services for Company.
B. Company and BPIA desire to amend the Agreement to expand
the scope of services provided to Company by BPIA and to extend the
term thereof for an additional year.
AMENDMENT
NOW, THEREFORE, for and in consideration of the foregoing and
the mutual covenants contained herein, the parties agree as follows:
1. Section 1 of the Agreement is deleted in its entirety and
replace with the following:
"Term of Contract. This Agreement will expire on December
31, 1999. Unless either party has given notice to the other
party of its intention to terminate the Agreement by October 31,
1999, the Agreement will continue through December 31, 2000.
The Company shall have the further right to terminate this
Agreement upon sixty (60) days prior notice at any time, subject
to the payment of BPIA's fees as contemplated in Section 3 of
this Agreement."
2. Section 2 of the Agreement is deleted in its entirety and
replaced with the following:
"2. Services. During the term of this Agreement, BPIA shall
engage solely and exclusively in the provision of services to
the Company with respect to the Company's development,
acquisition, disposition and financing activities (the
"Services") including, without limitation, the following:
"(a) Development. BPIA shall assist the Company in the
development of real property owned by Company ("Development")
by, among other things, planning development projects for
Company properties, preparing investment analyses in connection
with potential Developments, preparing and submitting to the
Company's Board of Directors term sheets with respect to
potential Developments, retaining architects and other design
professionals in connection with approved Developments, hiring
and supervising contractors for the construction of approved
Developments, marketing and leasing Developments and generally
providing such additional services with respect to Developments
as Company shall request, subject to the constraints of BPIA's
staff, approved budgets and expertise.
"(b) Acquisitions and Dispositions. BPIA shall assist the
Company in the acquisition or disposition of real property owned
by Company ("Acquisitions" and "Dispositions" respectively) by,
among other things, locating and identifying potential
acquisition properties, identifying Company properties for sale,
negotiating property purchase and sale agreements, preparing
investment analyses in connection with potential Acquisitions or
Dispositions, conducting and supervising the Company's due
diligence activities in connection with potential Acquisitions
or Dispositions, preparing and submitting to the Company's Board
of Directors term sheets with respect to potential Acquisitions
or Dispositions, and generally providing such additional
services with respect to Acquisitions or Dispositions as Company
shall request, subject to the constraints of BPIA's staff,
approved budgets and expertise.
"(c) Financing. BPIA shall assist the Company in obtaining
debt financing ("Financing") for the Company by, among other
things, locating sources of Financing, negotiating term sheets
for Financing, assisting in the negotiation and drafting of any
documents necessary or appropriate to complete the Financing and
generally providing such additional services with respect to the
Financing as the Company shall request, subject to the
constraints of BPIA's staff, approved budgets and expertise.
"(d) Discretion of the Company. All of the foregoing
Services shall be conducted subject to the Company's right to
determine at any time and for any reason whatsoever to commence,
cease or modify any Financing, Acquisition or Disposition
activity. Notwithstanding the following provisions regarding
BPIA's compensation, the Company shall retain sole and absolute
discretion as to whether and when to conduct or consummate any
Financing, Acquisition or Disposition and whether and when to
perform any contractual undertaking with a third party entered
into as part of a Financing, Acquisition or Disposition
activity.
"(e) Authority. BPIA shall have no authority to execute on
behalf of the Company any agreement, term sheet or other
undertaking or to represent to any third party that BPIA has the
authority to enter into any agreement, written or oral, which
would bind the Company."
3. The first sentence of Section 3 of the Agreement is deleted
in its entirety and replaced with the following:
For the Services rendered under this Agreement, the Company
shall pay to BPIA a fee of (A) one and one-half percent (1 1/2%)
of the gross amount of any Financing, deducting therefrom the
amount of any commissions or fees paid by BPI to any third party
broker in connection with the financing, or the aggregate
purchase or sales price with respect to any Acquisition or
Disposition and (B) five percent (5%) of the total design,
construction and soft cost with respect to any Development. In
no event shall the fees paid to BPIA exceed an amount equal to
(X) the aggregate amount of Approved Expenses (as defined in
Section 4 below) funded by BPIA through the time of such
Acquisition or Development minus (Y) the aggregate amount of
fees (including fees attributable to Approved Expenses)
previously paid to BPIA under this Agreement. The fees on
account of Acquisitions, Dispositions or Financing shall be paid
simultaneously with the closing of each Acquisition, Disposition
or Financing. The fees on account of Development shall be paid
in the month following the month of expenditure of sums in
connection with approved Developments.
4. The words "Development or Acquisition" in the second
sentence of Section 3 of the Agreement is replaced with the word
"Development, Acquisition or Financing."
6. The word "Development or Acquisition" in Section 3 (c) of
the Agreement is replaced with the word "Development, Acquisition or
Financing."
7. The word "Development or Acquisition" in Section 4 (f) of
the Agreement is replaced with the word "Development, Acquisition or
Financing."
8. The word "Development or Acquisition" in Section 5 (b) of
the Agreement is replaced with the word "Development, Acquisition or
Financing."
9. Except as expressly amended hereby, the terms and
conditions of the Agreement are hereby ratified and the Agreement is
in full force and effect.
10. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto, their respective heirs, executors, and
assigns.
11. Terms not otherwise defined herein and which are defined in
the Agreement shall have the meanings given to them in the Agreement.
In Witness Whereof, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
"Company"
Bedford Property Investors, Inc.,
a Maryland corporation
By:
________________________________
James R. Moore
Executive Vice President
"BPIA"
Bedford Acquisitions, Inc., a
California corporation
By:
______________________________
Peter B. Bedford
President