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HomeMy WebLinkAbout2012 CON PA County of San Diego - Option to Purchase - Sweetwater and Bonita Center Road - Amendment #5NOTE TO FILE 09-16-14 IN THE MATTER OF: Resolution of the Parking Authority of the City of National City authorizing the Chairman to execute the Fifth Amendment to the Option to Purchase Agreement with the County of San Diego for the purchase of an Open -Space Easement attached to a 15.08-acre parcel to extend the term for one year, and pay the County of San Diego $1.00 as consideration of the Amendment. Please note the following: NO FULLY EXECUTED ORIGINAL AMENDMENT WAS FILED WITH THE OFFICE OF THE CITY CLERK ORIGINATING DEPARTMENT: _ CDC _ Housing & Grants City Attorney _ Human Resources _ City Manager _ MIS _ Community Svcs. _ Planning Engineering _ Police Finance Public Works Fire X Parking Authority NTF FIFTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT This Fifth Amendment to Option to Purchase Agreement (Fifth Amendment) is made as of March 6 , 2012 by and between the COUNTY OF SAN DIEGO, a political subdivision of the State of California (County) and the PARKING AUTHORITY OF THE CITY OF NATIONAL CITY, a public body corporate and politic created pursuant to the Parking Law of 1949 (Optionee) with reference to the following facts: RECITALS 1. Optionee owns a 15.08-acre parcel of land at the southwest corner of Sweetwater Road and Bonita Center Road in National City, California identified as County Assessor's Parcel Number 564-471-11. 2. In 1978 Optionee conveyed to County an casement for open space and park purposes over this 15.08-acre parcel (the Easement). 3. Optionee wishes to purchase the Easement from County. 4. On April 3, 2007, County and Optionee entered into an Option to Purchase Agreement (Option Agreement) setting forth the terms of an option whereby Optionee could purchase the Easement from County. 5. On December 13, 2007, Optionee exercised its option to purchase the Easement, and on March 12, 2008, Optionee and County opened escrow pursuant to the terms of the Option Agreement. 6. Optionee was unable to meet the 90-day deadline for closing escrow and requested that the date for close of escrow be extended to December 31, 2008. 7. On July 2, 2008, the parties executed the First Amendment which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2008. 8. Optionee was unable to meet the December 31, 2008 deadline. Therefore, on October 14, 2008, the parties executed the Second Amendment which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2009. 9. Optionee was unable to meet the December 31, 2009 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for an additional year. Therefore, the parties executed the Third Amendment which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2010. 1 10. Optionee was unable to meet the December 31, 2010 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for an additional year. 11. Optionee was unable to meet the December 31, 2011 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for an additional year. AGREEMENT Now, therefore, the parties agree as follows: 1. Optionee shall pay County $1.00 as consideration for this Fifth Amendment. The payment shall be made as specified in paragraph 3B of the Option Agreement. 2. Paragraph 2 of the Option Agreement is amended to read as follows: The term ("Term") of this Option shall be from the Effective Date through December 31, 2012. 3. Paragraph 9C2) of the Option Agreement is amended to read as follows: Close of Escrow; Closing Date. Escrow shall close either on or before December 31, 2012, or five business days after Optionee's notice to County and escrow company requesting to close escrow, whichever is sooner, ("Close of Escrow" or "Closing Date"). The terms "Close of Escrow" and/or "Closing Date" shall mean the date the deeds conveying title to the Easement and title to the Walkway Area arc recorded in the Office of the County Recorder of the County of San Diego. [Remainder of this page left blank intentionally.] 2 4. All other terms and conditions of the Option Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment effective as of the date first written above. By: RON MORRISON, Chairman Parking Authority of the City of National City OPTIONEE: LESLIE DEESE, Secretary Approved as to form and legality City At;, ey By: Claudia Gac'r Silva, . City Attorney COUNTY OF SAN DIEGO: Approved as to form and legality County Counsel By: By: APRIL F. HEINZE, P.E., Senior Deputy Director of General Services 3 RESOLUTION NO. 2012 — 1 RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE THE FIFTH AMENDMENT TO THE OPTION TO PURCHASE AGREEMENT WITH THE COUNTY OF SAN DIEGO FOR THE PURCHASE AN OPEN -SPACE EASEMENT ATTACHED TO A 15.08-ACRE PARCEL TO EXTEND THE TERM FOR ONE YEAR, AND PAY THE COUNTY OF SAN DIEGO $1.00 AS CONSIDERATION OF THE AMENDMENT WHEREAS, on March 20, 2007, the Parking Authority of the City of National City ("Parking Authority") entered into an Option to Purchase Agreement ("Option Agreement") with the County of San Diego to purchase an open -space easement attached to the 15.08-acre parcel of land located at the southwest corner of Sweetwater Road and Bonita Center Road (Parcel No. 564-471-11) to development a commercial project; and WHEREAS; on December 13, 2007, the Parking Authority exercised to option to purchase the easement and opened an escrow account on March 12, 2008, pursuant to the terms of the Option Agreement; and WHEREAS, the Option Agreement was subsequently amended in 2008, 2009, 2010, and 2011, each extending the deadline to close escrow and the term of the Option Agreement for one year; and WHEREAS, the Fifth Amendment to the Option Agreement extends the close of escrow and term of the Option Agreement for one year, to December 31, 2012, and in consideration for the amendment, the Parking Authority agrees to pay $1.00 to the County of San Diego. NOW, THEREFORE, BE IT RESOLVED that the Parking Authority of the City of National City hereby authorizes the Chairman to execute the Fifth Amendment to the Option to Purchase Agreement by and between the Parking Authority and the County of San Diego to extend the close of escrow and term of the Option Agreement for one year, to December 31, 2012, and in consideration for the amendment, the Parking Authority agrees to pay $1.00 to the County of San Diego. ATTEST: PASSED and ADOPTED this 6th day of March, 20 . Leslie Deese, Secretary on Morrison, Chairman APPROVED AS TO FORM: dia Gacitilva Legal Couns Passed and adopted by the Parking Authority of the City of National City, California, on March 6, 2012 by the following vote, to -wit: Ayes: Boardmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Parking Authority LESLIE DEESE Secretary, Parking Authority By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-1 of the Parking Authority of the City of National City, California, passed and adopted on March 6, 2012. Secretary, Parking Authority By: Deputy CITY OF NATIONAL CITY, CALIFORNIA PARKING AUTHORITY AGENDA STATEMENT MEETING DATE: March 6, 2012 AGENDA ITEM NO.1 ITEM TITLE: RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE THE FIFTH AMENDMENT TO THE OPTION TO PURCHASE AGREEMENT WITH THE COUNTY OF SAN DIEGO FOR THE PURCHASE AN OPEN -SPACE EASEMENT ATTACHED TO A 15.08-ACRE PARCEL TO EXTEND THE TERM FOR ONE YEAR, AND PAY THE COUNTY OF SAN DIEGO $1.00 AS CONSIDERATION OF THE AMENDMENT PREPARED BY: Colby Young PHONE: x4297 EXPLANATION: DEPARTMENT: Parking Authority APPROVED The Parking Authority entered an Option to Purchase Agreement with the County of San Diego on March 20, 2007 which provided the Parking Authority the option to purchase the current open -space easement attached to the 15.08-acre parcel at the southwest corner of Sweetwater Road and Bonita Center Road to develop a commercial project. On December 13, 2007 the Parking Authority exercised the option to purchase the easement and opened an escrow account on March 12, 2008 pursuant to the terms of the Option Agreement. The Option Agreement was subsequently amended in 2008, 2009, 2010, and 2011, each extending the deadline to close escrow and the term of the Option Agreement. This Fifth Amendment extends the close of escrow and term of the Option Agreement to December 31, .012. FINANCIAL STATEMENT: ACCOUNT NO. ENVIRONMENTAL REVIEW: Not applicable ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: Finance STAFF RECOMMENDATION: Adopt the resolution BOARD / COMMISSION RECOMMENDATION: ,TTACHMENTS: 1. Fifth Amendment to Option to Purchase Agreement RESOLUTION NO. 2012 — 1 RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE THE FIFTH AMENDMENT TO THE OPTION TO PURCHASE AGREEMENT WITH THE COUNTY OF SAN DIEGO FOR THE PURCHASE AN OPEN -SPACE EASEMENT ATTACHED TO A 15.08-ACRE PARCEL TO EXTEND THE TERM FOR ONE YEAR, AND PAY THE COUNTY OF SAN DIEGO $1.00 AS CONSIDERATION OF THE AMENDMENT WHEREAS, on March 20, 2007, the Parking Authority of the City of National City ("Parking Authority") entered into an Option to Purchase Agreement ("Option Agreement") with the County of San Diego to purchase an open -space easement attached to the 15.08-acre parcel of land located at the southwest corner of Sweetwater Road and Bonita Center Road (Parcel No. 564-471-11) to development a commercial project; and WHEREAS; on December 13, 2007, the Parking Authority exercised to option to purchase the easement and opened an escrow account on March 12, 2008, pursuant to the terms of the Option Agreement; and WHEREAS, the Option Agreement was subsequently amended in 2008, 2009, 2010, and 2011, each extending the deadline to close escrow and the term of the Option Agreement for one year; and WHEREAS, the Fifth Amendment to the Option Agreement extends the close of escrow and term of the Option Agreement for one year, to December 31, 2012, and in consideration for the amendment, the Parking Authority agrees to pay $1.00 to the County of San Diego. NOW, THEREFORE, BE IT RESOLVED that the Parking Authority of the City of National City hereby authorizes the Chairman to execute the Fifth Amendment to the Option to Purchase Agreement by and between the Parking Authority and the County of San Diego to extend the close of escrow and term of the Option Agreement for one year, to December 31, 2012, and in consideration for the amendment, the Parking Authority agrees to pay $1.00 to the County of San Diego. PASSED and ADOPTED this 6th day of March, 2012. Ron Morrison, Chairman ATTEST: APPROVED AS TO FORM: Leslie Deese, Secretary Claudia Gacitua Silva Legal Counsel FIFTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT This Fifth Amendment to Option to Purchase Agreement (Fifth Amendment) is made as of March 6 , 2012 by and between the COUNTY OF SAN DIEGO, a political subdivision of the State of California (County) and the PARKING AUTHORITY OF THE CITY OF NATIONAL CITY, a public body corporate and politic created pursuant to the Parking Law of 1949 (Optionee) with reference to the following facts: RECITALS 1. Optionee owns a 15.08-acre parcel of land at the southwest corner of Sweetwater Road and Bonita Center Road in National City, California identified as County Assessor's Parcel Number 564-471-11. 2. In 1978 Optionee conveyed to County an easement for open space and park purposes over this 15.08-acre parcel (the Easement). 3. Optionee wishes to purchase the Easement from County. 4. On April 3, 2007, County and Optionee entered into an Option to Purchase Agreement (Option Agreement) setting forth the terms of an option whereby Optionee could purchase the Easement from County. 5. On December 13, 2007, Optionee exercised its option to purchase the Easement, and on March 12, 2008, Optionee and County opened escrow pursuant to the terms of the Option Agreement. 6. Optionee was unable to meet the 90-day deadline for closing escrow and requested that the date for close of escrow be extended to December 31, 2008. 7. On July 2, 2008, the parties executed the First Amendment which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2008. 8. Optionee was unable to meet the December 31, 2008 deadline. Therefore, on October 14, 2008, the parties executed the Second Amendment which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2009. 9. Optionee was unable to meet the December 31, 2009 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for an additional year. Therefore, the parties executed the Third Amendment which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2010. 1 10. Optionee was unable to meet the December 31, 2010 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for an additional year. 11. Optionee was unable to meet the December 31, 2011 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for an additional year. AGREEMENT Now, therefore, the parties agree as follows: 1. Optionee shall pay County $1.00 as consideration for this Fifth Amendment. The payment shall be made as specified in paragraph 3B of the Option Agreement. 2. Paragraph 2 of the Option Agreement is amended to read as follows: The term ("Term") of this Option shall be from the Effective Date through December 31, 2012. 3. Paragraph 9C2) of the Option Agreement is amended to read as follows: Close of Escrow; Closing Date. Escrow shall close either on or before December 31, 2012, or five business days after Optionee's notice to County and escrow company requesting to close escrow, whichever is sooner, ("Close of Escrow" or "Closing Date"). The terms "Close of Escrow" and/or "Closing Date" shall mean the date the deeds conveying title to the Easement and title to the Walkway Area are recorded in the Office of the County Recorder of the County of San Diego. [Remainder of this page left blank intentionally.] 2 4. All other terms and conditions of the Option Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment effective as of the date first written above. OPTIONEE: By: By: RON MORRISON, Chairman Parking Authority of the City of National City LESLIE DEESE, Secretary Approved as to form and legality City Attorney By: Claudia Gacitua Silva, Senior Assistant City Attorney COUNTY OF SAN DIEGO: Approved as to form and legality County Counsel By: By: APRIL F. HEINZE, P.E., Senior Deputy Director of General Services 3 Page 1 of 2 Esther Clemente From: Colby Young Sent: Tuesday, March 27, 2012 8:05 AM To: Esther Clemente Subject: RE: Parking Authority Resolution No. 2012-1 Hi Esther, Please send to the following address. Thank you! Mr. Mark Mead Sr. Deputy Counsel Office of County Counsel County Administration Center 1600 Pacific Highway, Room 355 San Diego, CA 92101 From: Esther Clemente Sent: Thursday, March 22, 2012 3:21 PM To: Colby Young Subject: Parking Authority Resolution No. 2012-1 Hi Colby, Please provide our office a mailing address for the County of San Diego. I need to send out three partially executed amendments for them to sign and return one for our files. Below is the resolution adopted on March 6, 2012. RESOLUTION OF THE PARKING AUTHORITY AUTHORIZING THE CHAIRMAN TO EXECUTE AMENDMENT #5 TO THE OPTION TO PURCHASE AGREEMENT WITH THE COUNTY OF SAN DIEGO FOR THE PURCHASE AN OPEN -SPACE EASEMENT ATTACHED TO A 15.08-ACRE PARCEL TO EXTEND THE TERM FOR ONE YEAR, AND PAY THE COUNTY OF SAN DIEGO $1.00 AS CONSIDERATION OF THE AMENDMENT, Thanks and hope you're feeling better. Esther Esther B. Clemente Deputy City Clerk - Admin. Secretary / Office of the City Clerk 619-336-4228 phone / 619-336-4229 fax What we see depends mainly on what we look for. A good attitude and the right focus help us to handle life joyfully, even though it doesn't change our circumstances. The City has implemented a 4/10 work schedule. We are now open 7:00 a.m. - 6:00 p.m., Monday through Thursday. City Offices are closed on Fridays. For more information, log on to www.national.cityca.goy. 3/27/2012 OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 'Arc Oni.o ATEi) 1 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax March 27, 2012 Mr. Mark Mead Sr. Deputy Counsel Office of County Counsel County Administration Center 1600 Pacific Highway, Room 355 San Diego, CA 92101 Dear Mr. Mead, On March 6`h, 2012, Resolution No. 2012-1 was passed and adopted by the Parking Authority of the City of National City, authorizing execution of the Fifth Amendment to the Option to Purchase Agreement with the County of San Diego. We are forwarding a certified copy of the above Resolution and three partially executed original Amendment. Please return a fully executed original Amendment to us for our files. Sincerely, Michael R. Dalla, CMC City Clerk Enclosures