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HomeMy WebLinkAbout2018 CON PA County of San Diego - Option to Purchase - Sweetwater Road and Bonita Center Road - Amendment #12TWELFTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT This Twelfth Amendment to Option to Purchase Agreement ("Twelfth Amendment") is made as of December 4, 2018, 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 comer of Sweetwater Road and Bonita Center Road in National City, California, identified as County Assessor Parcel Number 564-471-11 ("Property"). 2. In 1978, Optionee conveyed to County an easement for open space and park purposes ("Easement") over the Property. 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, County and Optionee 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. On October 14, 2008, County and Optionee 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 one additional year. On December 8, 2009, 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 one additional year. On January 1, 2011, County and Optionee executed the Fourth 1 Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2011. 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 one additional year. On March 6, 2012, County and Optionee 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 one additional year. On November 1, 2013, County and Optionee 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 one additional year. On December 3, 2014, County and Optionee 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 was unable to meet the December 31, 2014 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for one additional year. On April 21, 2015, County and Optionee executed the Eighth Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2015. 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. 16. On August 18, 2015, the Board of Optionee approved an Option Agreement ("CarMax Option") between Optionee and CarMax to grant CarMax the right to purchase at least 9.5 acres for not less than $3,500,000 and additional compensation for each square foot in excess of 9.5 acres of the Property. 17. Pursuant to Section 9 of the CarMax Option, a condition precedent to the close of escrow under the CarMax Option between Optionee and CarMax is Optionee's completion of the purchase of the Easement from the County. 18. Optionee was unable to meet the December 31, 2015 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 28, 2015, the parties executed the Ninth Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2016. 2 19. Optionee was unable to meet the December 31, 2016 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for one additional year. On December 6, 2016, County and Optionee executed the Tenth Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2017. 20. Optionee was unable to meet the December 31, 2017 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for one additional year. On December 19, 2017, County and Optionee executed the Eleventh Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2018. 21. Optionee is unable to meet the December 31, 2018 deadline and requests that the deadline for close of escrow and the term of the Option Agreement be extended for one additional year. AGREEMENT Now, therefore, County and Optionee agree to amend the Option Agreement as follows: 1. Optionee shall pay County $1.00 as consideration for this Twelfth Amendment. The payment shall be made as specified in paragraph 3B of the Option Agreement. 2. Paragraph 2 Term of the Option Agreement is deleted in its entirety and replaced as follows: "2. Term. The term ("Term") of this Option shall be from the Effective Date through December 31, 2019." 3. Paragraph 9, subparagraph C. 2) Close of Escrow; Closing Date of the Option Agreement is deleted in its entirety and replaced as follows: "2) Close of Escrow; Closing Date. Escrow shall close on or before December 31, 2019, or five (5) 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. 3 SIGNATURES IN WITNESS WHEREOF, County and Optionee have executed this Twelfth Amendment effective as of the date first written above. OPTIONEE Parking Authority of the City of National City, a public body corporate and politic created pursuant to the Parking Law9f4949 By: Ron M By: son, Chairman Leslie Deese, Secretary Approved as to form and legality: By: Angil s-Jones, CI COUNTY County of San Diego, a political subdivision of the State of California dilk 4., By: Marko Medve P.E., 1 EM, Director ' Department o Genera Services Approved as form and legality: By: Kristin Laychus, Senior Deputy County Counsel 4 RESOLUTION NO. 2018 — 1 RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE THE TWELFTH 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 THROUGH DECEMBER 31, 2019, AND AUTHORIZING PAYMENT IN THE AMOUNT OF $1.00 TO THE COUNTY OF SAN DIEGO 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, 2014, 2015, 2016, and 2017 each extending the term of the Option Agreement for one year; and WHEREAS, the Twelfth Amendment to the Option Agreement extends the term of the Option Agreement for one year, to December 31, 2019, 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 Twelfth 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, 2019. The Twelfth Amendment is on file in the office of the City Clerk. BE IT FURTHER RESOLVED that the Parking Authority hereby authorizes the payment in the amount of $1.00 to the County of San Diego in consideration for the 12th Amendment that extends the term of the Option Agreement through December 31, 2019. ATTEST: PASSED and ADOPTED this 4th day of Decemb- , 1 18. 4 on Morrison, Chairman APPROVED A TO ORM: Leslie Deese, Secretary Moris-Jones Attorney Passed and adopted by the Parking Authority of the City of National City, California, on December 4, 2018 by the following vote, to -wit: Ayes: Boardmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON By: Chairman, Parking Authority LESLIE DEESE Secretary, Parking Authority Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2018-1 of the Parking Authority of the City of National City, California, passed and adopted on December 4, 2018. By: Secretary, Parking g thority Deputy CITY OF NATIONAL CITY, CALIFORNIA PARKING AUTHORITY AGENDA STATEMENT MEETING DATE: December 4, 2018 AGENDA ITEM NO. 1 ITEM TITLE: Resolution of the Parking Authority of the City of National City authorizing the Chairman to execute the Twelfth 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 Agreement through December 31, 2019, and authorizing payment in the amount of $1.00 to the County of San Diego as consideration for the 12th Amendment. PREPARED BY: Gregory Rose Property Agent PHONE: 619 336-4266 EXPLANATION: The Parking Authority of the City of National City 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 eleven times since 2007 each extending the Option Agreement for one year. The Twelfth Amendment to the Option to Purchase Agreement would extend the term of the Option Agreement through December 31, 2019. The County Board of Supervisors previously authorized one additional one (1) year extension through December 31, 2018 and further delegated to the Director of General Services of the County of San Diego authority to extend the Option Agreement for one additional year, through December 31, 2019. The Director of General Services has authorized the additional year extension through December 31, 2019. DEPARTMENT: Housing & Economic APPROVED BY FINANCIAL STATEMENT: ACCOUNT NO. N/A APPROVED: ` 411 Finance APPROVED: MIS ENVIRONMENTAL REVIEW: The Option is not considered a project as defined by the California Environmental Quality Act (CEQA), and is therefore not subject to CEQA. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adoption of the Resolution. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1: Twelfth Amendment to the Option to Purchase Agreement 2: Resolution /24 ResoliS-Pvri 77a 10/t-/ Attachment No. 1 TWELFTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT This Twelfth Amendment to Option to Purchase Agreement ("Twelfth Amendment") is made as of December 4, 2018, 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 comer of Sweetwater Road and Bonita Center Road in National City, California, identified as County Assessor Parcel Number 564-471-11 ("Property"). 2. In 1978, Optionee conveyed to County an easement for open space and park purposes ("Easement") over the Property. 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, County and Optionee 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. On October 14, 2008, County and Optionee 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 one additional year. On December 8, 2009, 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 one additional year. On January 1, 2011, County and Optionee executed the Fourth 1 Attachment No. 1 Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2011. 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 one additional year. On March 6, 2012, County and Optionee 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 one additional year. On November 1, 2013, County and Optionee 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 one additional year. On December 3, 2014, County and Optionee 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 was unable to meet the December 31, 2014 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for one additional year. On April 21, 2015, County and Optionee executed the Eighth Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2015. 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. 16. On August 18, 2015, the Board of Optionee approved an Option Agreement ("CarMax Option") between Optionee and CarMax to grant CarMax the right to purchase at least 9.5 acres for not less than $3,500,000 and additional compensation for each square foot in excess of 9.5 acres of the Property. 17. Pursuant to Section 9 of the CarMax Option, a condition precedent to the close of escrow under the CarMax Option between Optionee and CarMax is Optionee's completion of the purchase of the Easement from the County. 18. Optionee was unable to meet the December 31, 2015 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 28, 2015, the parties executed the Ninth Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2016. 2 Attachment No. 1 19. Optionee was unable to meet the December 31, 2016 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for one additional year. On December 6, 2016, County and Optionee executed the Tenth Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2017. 20. Optionee was unable to meet the December 31, 2017 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for one additional year. On December 19, 2017, County and Optionee executed the Eleventh Amendment, which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2018. 21. Optionee is unable to meet the December 31, 2018 deadline and requests that the deadline for close of escrow and the term of the Option Agreement be extended for one additional year. AGREEMENT Now, therefore, County and Optionee agree to amend the Option Agreement as follows: 1. Optionee shall pay County $1.00 as consideration for this Twelfth Amendment. The payment shall be made as specified in paragraph 3B of the Option Agreement. 2. Paragraph 2 Term of the Option Agreement is deleted in its entirety and replaced as follows: "2. Term. The term ("Term") of this Option shall be from the Effective Date through December 31, 2019." 3. Paragraph 9, subparagraph C. 2) Close of Escrow; Closing Date of the Option Agreement is deleted in its entirety and replaced as follows: "2) Close of Escrow; Closing Date. Escrow shall close on or before December 31, 2019, or five (5) 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. 3 Attachment No. 1 SIGNATURES IN WITNESS WHEREOF, County and Optionee have executed this Twelfth Amendment effective as of the date first written above. OPTIONEE Parking Authority of the City of National City, a public body corporate and politic created pursuant to the Parking Law of 1949 By: Ron Morrison, Chairman By: Leslie Deese, Secretary Approved as to form and legality: By: Angil P. Morris -Jones, City Attorney COUNTY County of San Diego, a political subdivision of the State of California By: Marko Medved, P.E., CEM, Director Department of General Services Approved as form and legality: By: Kristin Laychus, Senior Deputy County Counsel 4 RESOLUTION NO. 2018 — RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE THE TWELFTH 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 THROUGH DECEMBER 31, 2019, AND AUTHORIZING THE PAYMENT IN THE AMOUNT OF $1.00 TO THE COUNTY OF SAN DIEGO 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, 2014, 2015, 2016, and 2017 each extending the term of the Option Agreement for one year; and WHEREAS, the Twelfth Amendment to the Option Agreement extends the term of the Option Agreement for one year, to December 31, 2019, 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 Twelfth 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, 2019. The Twelfth Amendment is on file in the office of the City Clerk. BE IT FURTHER RESOLVED that the Parking Authority hereby authorizes the payment in the amount of $1.00 to the County of San Diego in consideration for the 12th Amendment that extends the term of the Option through December 31, 2019. PASSED and ADOPTED this 4th day of December, 2018. Ron Morrison, Chairman ATTEST: APPROVED AS TO FORM: Leslie Deese, Secretary Angil P. Morris -Jones City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk COUNTY OF SAN DIEGO Twelfth Amendment to Option to Purchase Agreement 15.08-acre Parcel of Land at Sweetwater Road and Bonita Center Road APN #564-471-11 Greg Rose (Housing & Economic Development) forwarded a duplicate original Agreement to the County of San Diego.