HomeMy WebLinkAbout2017 CON PA County of San Diego - Option to Purchase - Sweetwater Road and Bonita Center Road - Amendment #1NOTE TO FILE
07-17-2019
IN THE MATTER OF: (Parking Authority) The 2017 County of San Diego
Sweetwater and Bonita Center Road Option to Purchase Agreement —
Amendment #11. Please note the following:
NO FULLY EXECUTED ORIGINAL AGREEMENT
WAS FILED WITH THE OFFICE OF THE CITY CLERK.
A PARTIALLY EXECUTED COPY OF THE AGREEMENT
IS ON FILE.
ORIGINATING DEPARTMENT:
NTF
CDC X Housing & Economic Development
City Attorney _ Human Resources
City Manager MIS
Community Svcs. Planning
Eng/PW Police
Finance
Fire
ELEVENTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT
This Eleventh Amendment to Option to Purchase Agreement ("Eleventh
Amendment") is made as of 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 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
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
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.
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
2
Agreement to December 31, 2017.
20. Optionee is unable to meet the December 31, 2017 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 Eleventh
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, 2018."
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,
2018, 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
THE SIGNATURES ARE ON THE FOLLOWING PAGE
3
SIGNATURES
IN WITNESS WHEREOF, County and Optionee have executed this Eleventh
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 Parkingjaw of 1949
By:
on Morrison, Chairman
Leslie Deese, Secretary
Approved as to form and legality:
By:
Angi orris -Jones, City A
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:
Judith A. McDonough,
Senior Deputy County Counsel
4
RESOLUTION NO. 2017 — 3
RESOLUTION OF THE PARKING AUTHORITY
OF THE CITY OF NATIONAL CITY AUTHORIZING
THE CHAIRMAN TO EXECUTE THE ELEVENTH 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, 2014, 2015 and 2016 each extending the term of the Option
Agreement for one year; and
WHEREAS, this Eleventh Amendment to the Option Agreement extends the term
of the Option Agreement for one year, to December 31, 2018, 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 Eleventh 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, 2018, and in consideration for the amendment, the Parking Authority agrees to
pay $1.00 to the County of San Diego. The Eleventh Amendment is on file in the office of the
City Clerk.
PASSED and ADOPTED this 19th day of Decemb 2017.
ATTEST:
Leslie Deese, Secretary
Ron Morrison, Chairman
APPROVED AS TO FO
ors -Jo
ity Attorney
Passed and adopted by the Parking Authority of the City of National City, California, on
December 19, 2017 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. 2017-3 of the Parking Authority of the City of National City,
California, passed and adopted on December 19, 2017.
Secretary, Parking Authority
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA
PARKING AUTHORITY AGENDA STATEMENT
MEETING DATE:
December 19, 2017
AGENDA ITEM NO. 1
ITEM TITLE:
Resolution of the Parking Authority of the City of National City authorizing the Chairman to execute the
Eleventh 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: Gregory Rose
Property Agent
PHONE: 619 336-4266
EXPLANATION:
DEPARTMENT: Housing & Economic
Dvlopm nt
APPROVEBY:
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 ten times since 2007 each extending the Option Agreement for another year. The
Eleventh Amendment to the Option to Purchase Agreement would extend the term of the Option
Agreement to December 31, 2018. 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 authority to amend for one additional year, through December 31, 2019, if necessary.
FINANCIAL STATEMENT:
ACCOUNT NO.
N/A
APPROVED: ✓�G
APPROVED:
' 'nance
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: Eleventh Amendment to the Option to Purchase Agreement
2: Resolution
��o/ /JD. .20/7_ 3 pA
Attachment No. 1
ELEVENTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT
This Eleventh Amendment to Option to Purchase Agreement ("Eleventh
Amendment") is made as of , 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 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 is unable to meet the December 31, 2017 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 Eleventh
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, 2018."
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,
2018, 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
THE SIGNATURES ARE ON THE FOLLOWING PAGE
3
Attachment No. 1
SIGNATURES
IN WITNESS WHEREOF, County and Optionee have executed this Eleventh
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:
Judith A. McDonough,
Senior Deputy County Counsel
4
RESOLUTION NO. 2017 —
RESOLUTION OF THE PARKING AUTHORITY
OF THE CITY OF NATIONAL CITY AUTHORIZING
THE CHAIRMAN TO EXECUTE THE ELEVENTH 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, 2014, 2015 and 2016 each extending the term of the Option
Agreement for one year; and
WHEREAS, this Eleventh Amendment to the Option Agreement extends the term
of the Option Agreement for one year, to December 31, 2018, 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 Eleventh 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, 2018, and in consideration for the amendment, the Parking Authority agrees to
pay $1.00 to the County of San Diego. The Eleventh Amendment is on file in the office of the
City Clerk.
PASSED and ADOPTED this 19th day of December, 2017.
Ron Morrison, Chairman
ATTEST: APPROVED AS TO FORM:
Leslie Deese, Secretary Angil P. Morris -Jones
City Attorney