HomeMy WebLinkAbout2015 CON PA County of San Diego - Option to Purchase - Sweetwater Road and Bonita Center Road - Amendment #8EIGHTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT
This Eighth Amendment to Option to Purchase Agreement (Eighth Amendment) is made
as of APRii 11 , 2015, 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. The escrow was subsequently cancelled in 2011.
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.
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. Therefore, the parties executed the Fourth Amendment, which extended the
deadline for close of escrow and the term of the Option Agreement to December 31, 2011.
1
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. Therefore, on March 6, 2012, the parties executed the Fifth Amendment, which
extended the deadline for close of escrow and the term of the Option Agreement to December
31, 2012.
12. Optionee was unable to meet the December 31, 2012 deadline and requested that the
deadline for close of escrow and the term of the Option Agreement be extended for an additional
year. Therefore, on November 1, 2013, the parties executed the Sixth Amendment, which
extended the deadline for close of escrow and the term of the Option Agreement to December
31, 2013.
13. Optionee was unable to meet the December 31, 2013 deadline and requested that the
deadline for close of escrow and the term of the Option Agreement be extended for an additional
year. Therefore, on December 3, 2014, the parties executed the Seventh Amendment, which
extended the deadline for close of escrow and the term of the Option Agreement to December
31, 2014.
14. Optionee is unable to meet the December 31, 2014 deadline and requests that the
deadline for close of escrow and the term of the Option Agreement be extended for an additional
year.
15. On October 21, 2014, the Board of Optionee approved an Exclusive Negotiating
Agreement (ENA) between Optionee and CarMax Auto Superstores California, LLC (CarMax)
to allow Optionee and CarMax to negotiate the potential sale to CarMax of approximately 9.5
acres of the Property as defined in the Option Agreement. The objective of the ENA is for
Optionee and CarMax to enter into a mutually acceptable purchase and sale agreement. Optionee
and CarMax are negotiating a mutually acceptable purchase and sale agreement (the Purchase
and Sale Agreement).
16. Pursuant to Section 3(b) of the ENA, a condition precedent to the close of escrow
under the Purchase and Sale Agreement between Optionee and CarMax is Optionee's completion
of the purchase of the Easement from the County.
AGREEMENT
Now, therefore, the parties agree as follows:
1. Optionee shall pay County $1.00 as consideration for this Eighth 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:
"2. The term ("Term") of this Option shall be from the Effective Date through
December 31, 2015."
2
3. Paragraph 9C(2) of the Option Agreement is amended to read as follows:
"9 C (2) Close of Escrow; Closing Date. Escrow shall close either on or before
December 31, 2015, 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.
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 Eighth Amendment
effective as of the date first written above.
RON MORRISON, Chairman
Parking Authority of the City of
National City
OPTIONEE
LESLIE DEESE, Secretary
Parking Authority of the City of National City
By
Claudia acitua Si , a
City Attorney
COUNTY OF SAN DIEGO
By:
APRIL F. HEINZE, ., Director
Department of General Services
Approved as to form and legality
County Counsel
By:
KRISTEN LAYCHU
ri1/4—
Deputy County Counsel
3
RESOLUTION NO. 2015 — 1
RESOLUTION OF THE PARKING AUTHORITY
OF THE CITY OF NATIONAL CITY AUTHORIZING
THE CHAIRMAN TO EXECUTE THE EIGTH AMENDMENT
TO THE OPTION TO PURCHASE AGREEMENT WITH
THE COUNTY OF SAN DIEGO FOR THE PURCHASE OF
AN OPEN -SPACE EASEMENT ON A 15.08 ACRE PARCEL OF LAND
AT THE SOUTHWEST CORNER OF SWEETWATER ROAD AND
BONITA CENTER ROAD THAT EXTENDS THE TERM OF SAID OPTION
FOR ONE YEAR AND PAYS THE COUNTY OF SAN DIEGO
$1.00 AS CONSIDERATION FOR THE EXTENSION
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 develop a commercial project; and
WHEREAS, the Option Agreement has been subsequently amended in 2008,
2009, 2010, 2011, 2012, 2013, and 2014, each extending the term of the Option Agreement for
one year; and
WHEREAS, the Eighth Amendment to the Option Agreement extends the term of
the Option Agreement for one year, to December 31, 2015, and in consideration for the
amendment, the Parking Authority agrees to pay $1.00 to the County of San Diego; and
WHEREAS, the County Board of Supervisors authorized one additional one (1)
year extension, through December 31, 2016, if needed.
NOW, THEREFORE, BE IT RESOLVED, that the Parking Authority of the City of
National City hereby authorizes the Chairman to execute the Eighth Amendment to the Option
to Purchase Agreement by and between the Parking Authority of the City of National City and
the County of San Diego to extend the term of the Option Agreement for one year, to December
31, 2015, and in consideration for the Amendment, the Parking Authority agrees to pay $1.00 to
the County of San Diego. The Eighth Amendment in of file in the office of the City Clerk.
PASSED and ADOPTED this 21st day of April, 2015.
ATTEST:
Leslie Deese, Secretary
on Morrison, Chairman
is �acitua Vilva
Counsel
Legal
Passed and adopted by the Parking Authority of the City of National City, California, on
April 21, 2015 by the following vote, to -wit:
Ayes: Boardmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Chairman, Parking Authority
Secretary, Parking Authority
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2015-1 of the Parking Authority of the City of National City,
California, passed and adopted on April 21, 2015.
Secretary, Parking Authority
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA o G - - t
PARKING AUTHORITY AGENDA STATEMENT
MEETING DATE:
April 21, 2015
AGENDA ITEM NO. 1
ITEM TITLE:
Resolution of the Parking Authority of the City of National City authorizing the Chairman to execute the
Eighth Amendment to the Option to Purchase Agreement with the County of San Diego for the purchase
of an Open -Space Easement on a 15.08 acre parcel of land at the southwest corner of Sweetwater
Road and Bonita Center Road that extends the term of said Option for one year and pays the County of
San Diego $1.00 as consideration for the extension.
PREPARED BY: Jocker Alejandro DEPARTMENT:
Property Agent
APPROVED B
PHONE: 619 336-4266
Housing, Grants, & Asset
EXPLANATION:
The Parking Authority entered into an Option to Purchase Agreement ("Option Agreement") with the
County of San Diego on March 20, 2007 that provided the Parking Authority the option to purchase the
current Open -Space Easement attached to a 15.08-acre parcel of land at the southwest corner of
Sweetwater Road and Bonita Center Road to develop a commercial project. The Option Agreement has
been amended in 2008, 2009, 2010, 2011, 2012, 2013, and 2014 each extending the Option Agreement
for another year. The Eighth Amendment to the Option to Purchase Agreement extends the term of the
Option Agreement to December 31, 2015. Also, the County Board of Supervisors authorized one
additional one (1) year extension, through December 31, 2016, if needed.
FINANCIAL STATEMENT:
ACCOUNT NO.
N/A
ENVIRONMENTAL REVIEW:
N/A
ORDINANCE: INTRODUCTION:
FINAL ADOPTION:
APPROVED:
APPROVED:
Finance
MIS
STAFF RECOMMENDATION:
Adoption of the Resolution.
BOARD / COMMISSION RECOMMENDATION:
N/A
ATTACHMENTS:
Attachment No.1: Eighth Amendment to the Option to Purchase Agreement
f.4,'" OV U'\\O- \ . `Ao\5- `
EIGHTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT
This Eighth Amendment to Option to Purchase Agreement (Eighth Amendment) is made
as of , 2015, 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. The escrow was subsequently cancelled in 2011.
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.
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. Therefore, the parties executed the Fourth Amendment, which extended the
deadline for close of escrow and the term of the Option Agreement to December 31, 2011.
1
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. Therefore, on March 6, 2012, the parties executed the Fifth Amendment, which
extended the deadline for close of escrow and the term of the Option Agreement to December
31, 2012.
12. Optionee was unable to meet the December 31, 2012 deadline and requested that the
deadline for close of escrow and the term of the Option Agreement be extended for an additional
year. Therefore, on November 1, 2013, the parties executed the Sixth Amendment, which
extended the deadline for close of escrow and the term of the Option Agreement to December
31, 2013.
13. Optionee was unable to meet the December 31, 2013 deadline and requested that the
deadline for close of escrow and the term of the Option Agreement be extended for an additional
year. Therefore, on December 3, 2014, the parties executed the Seventh Amendment, which
extended the deadline for close of escrow and the term of the Option Agreement to December
31, 2014.
14. Optionee is unable to meet the December 31, 2014 deadline and requests that the
deadline for close of escrow and the term of the Option Agreement be extended for an additional
year.
15. On October 21, 2014, the Board of Optionee approved an Exclusive Negotiating
Agreement (ENA) between Optionee and CarMax Auto Superstores California, LLC (CarMax)
to allow Optionee and CarMax to negotiate the potential sale to CarMax of approximately 9.5
acres of the Property as defined in the Option Agreement. The objective of the ENA is for
Optionee and CarMax to enter into a mutually acceptable purchase and sale agreement. Optionee
and CarMax are negotiating a mutually acceptable purchase and sale agreement (the Purchase
and Sale Agreement).
16. Pursuant to Section 3(b) of the ENA, a condition precedent to the close of escrow
under the Purchase and Sale Agreement between Optionee and CarMax is Optionee's completion
of the purchase of the Easement from the County.
AGREEMENT
Now, therefore, the parties agree as follows:
1. Optionee shall pay County $1.00 as consideration for this Eighth 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:
"2. The term ("Term") of this Option shall be from the Effective Date through
December 31, 2015."
2
3. Paragraph 9C(2) of the Option Agreement is amended to read as follows:
"9 C (2) Close of Escrow; Closing Date. Escrow shall close either on or before
December 31, 20I5, 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.
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 Eighth Amendment
effective as of the date first written above.
OPTIONEE
By:
RON MORRISON, Chairman
Parking Authority of the City of
National City
By:
LESLIE DEESE, Secretary
Parking Authority of the City of National City
Approved as to form
City Attorney
By
Claudia Gacitua Silva
City Attorney
COUNTY OF SAN DIEGO
By:
APRIL F. HEINZE, P.Director
Department of General Services
Approved as to form and legality
County Counsel
By:
KRISTEN LAYCHU
el
Deputy County Counsel
3
RESOLUTION NO. 2015 —
RESOLUTION OF THE PARKING AUTHORITY
OF THE CITY OF NATIONAL CITY AUTHORIZING
THE CHAIRMAN TO EXECUTE THE EIGTH AMENDMENT
TO THE OPTION TO PURCHASE AGREEMENT WITH
THE COUNTY OF SAN DIEGO FOR THE PURCHASE OF
AN OPEN -SPACE EASEMENT ON A 15.08 ACRE PARCEL OF LAND
AT THE SOUTHWEST CORNER OF SWEETWATER ROAD AND
BONITA CENTER ROAD THAT EXTENDS THE TERM OF SAID OPTION
FOR ONE YEAR AND PAYS THE COUNTY OF SAN DIEGO
$1.00 AS CONSIDERATION FOR THE EXTENSION
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 develop a commercial project; and
WHEREAS, the Option Agreement has been subsequently amended in 2008,
2009, 2010, 2011, 2012, 2013, and 2014, each extending the term of the Option Agreement for
one year; and
WHEREAS, the Eighth Amendment to the Option Agreement extends the term of
the Option Agreement for one year, to December 31, 2015, and in consideration for the
amendment, the Parking Authority agrees to pay $1.00 to the County of San Diego; and
WHEREAS, the County Board of Supervisors authorized one additional one (1)
year extension, through December 31, 2016, if needed.
NOW, THEREFORE, BE IT RESOLVED, that the Parking Authority of the City of
National City hereby authorizes the Chairman to execute the Eighth Amendment to the Option
to Purchase Agreement by and between the Parking Authority of the City of National City and
the County of San Diego to extend the term of the Option Agreement for one year, to December
31, 2015, and in consideration for the Amendment, the Parking Authority agrees to pay $1.00 to
the County of San Diego. The Eighth Amendment in of file in the office of the City Clerk.
PASSED and ADOPTED this 21 st day of April, 2015.
Ron Morrison, Chairman
ATTEST: APPROVED AS TO FORM:
Leslie Deese, Secretary Claudia Gacitua Silva
Legal Counsel
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
COUNTY OF SAN DIEGO
Amendment #8
Option to Purchase Agreement
Jocker Alejandro (Housing & Grants) Forwarded Copy
of Agreement to County of San Diego