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HomeMy WebLinkAbout2000-11-14 - AGENDA REPORTS - RUETHER BUSINESS PARK PURCHASE (2)I CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval/ffP–:Z Item to be presented by: -St—eve-Stark CONSENT CALENDAR DATE: November 14, 2000 SUBJECT: RUETHER AVENUE PURCHASE OPTION DEPARTMENT: Administrative Services BUSINESS PARK PROPERTY City Council authorize the City Manager to execute an agreement to place a four-month option to purchase a five -acre flat -pad parcel of land, in an amount not to exceed $42,000, from account number F3010001-8001, located in the area known as Ruether Avenue Business Park, subject to the City Attorney approval. It has been the desire of the City Council to purchase property adjacent to the Santa Clarita Sports Complex (SCSC) for future expansion. As a result, Council asked staff to explore opportunities with the Ruether Avenue Business Park (RABP) property owners. Since then,.staff has worked closely with the property owners in order to develop an agreement that would facilitate the purchase of a five -acre flat -pad parcel of land. In an effort to secure the property, staff believes that a purchase option scenario will best satisfy the City's future and present planning needs. The list below represents a set of business deal points that the City and RABP partners have mutually developed. A final agreement would be subject to approval from the City Council. The City would like to officially extend the following offer for consideration to the RABP partners: 1) The City will place an option to purchase a five -acre flat -pad parcel of land (as shown on enclosure) in the amount of up to $42,000, located in the area known as Ruether Avenue Business Park. 2) The option will be held by the City, making payments to the Ruether Avenue Business Park, in the amount $10,500, payable on the first of each month, for a total of four (4) months. AppROVED Agenda item: /D RUETHER AVENUE BUSINESS PARK PROPERTY November 14, 2000 Page 2 3) The City may extend the option -to -purchase agreement for an additional three- month period with the mutual consent of both parties involved. 4) If the City exercises the option to purchase the property, the option payments shall be applied toward the agreed-upon purchase price of $2.3 million. 6) Upon exercising the purchase option, the Ruether Avenue Business Park will dedicate Lot 4 to the City, as shown on the enclosure. 6) Ruether Avenue Business Park shall not begin grading the subject property prior to obtaining a City grading permit and must agree in writing to indemnify and hold the City, its officers, agents, and employees, harmless as to any liability that may arise out of such on -sight grading. 7) The City will have the right to terminate this purchase option at any time during the option period described above, with a 30 -day written notice. Termination of this option shall relieve the City of any further obligation to pay monthly payments that have not accrued as of the effective date of said termination. 8) Exercise of the option to purchase will constitute a project under the provisions of the California Environmental Quality Act. The City will complete any environmental analysis required prior to exercise of the option to purchase. If the above deal points are agreeable to the City Council, staff recommends authorizing the City Manager to execute an agreement to place a four-month option to purchase a five -acre flat -pad parcel of land next to the Santa Clarita Sports Complex. ALTERNATIVE ACTIONS City Council may choose not to enter into an agreement to place a four-month option to purchase a five -acre flat -pad parcel of land. Other action as determined by Council. FISCAL IMPACT As part of the fiscal year 2000-2001 budget, $2.3 million was appropriated in account number P3010001 toward the purchase of property in the City's CIP budget. These funds will be used as part of the purchase option deal as described above. Purchase Option Agreement (Available in City Clerk's reading file.) Revised Ruether Avenue Business Park Parcel Map FO:hds mondl\RABPprchmopdm.dw m — f.+'r✓ ' : ®! j ) ®i I rly ytfrl�t I •l �y / e f jpy !'�"ya- IY ° y ♦ YY—�Y Y Yl Ls•us�aH � r°q.Ya,� wits O s 12 n J :nfu _?t 8 v eY► a O IID 99 DRAFT — FOR DISCUSSION PURPOSES ONLY OPTION AGREEMENT This Option Agreement (the "Agreement") is entered into and is effective as of the _ day of .2000 (the "Effective Date"), between Ruether Avenue Business Park, a California corporation ("RASP"), and the City of Santa Clarita, a municipal corporation (the "City"), who agree as follows: 1. Recitals. This Agreement is made with reference to the following facts and circumstances: (a) RABP is the owner of approximately _ L-) acres of unimproved real property (the "Project") located in the City of Santa Clarita and shown on Exhibit "A" attached hereto. The approximate location of the Project is depicted on Exhibit "B" attached hereto. (b) The Project consists of four (4) separate parcels of land numbered One to Four. The Parcels are also shown on Exhibit "A" attached hereto. (c) The Project is adjacent to certain land (the "Sports Complex Property") which is owned by the City. The approximate location of the Sports Complex Property is also depicted on Exhibit "B" attached hereto. (d) The City desires to acquire a portion of the Project (hereinafter referred to as the "Property") from RABP. The Property consists of the western most five (5) acres of Parcel 3, fronting on the future Ruether Avenue, and is more particularly described on Exhibit "C" attached hereto. (e) The City intends to use the Property to facilitate the expanding programming of the Sports Complex. The improvements to be constructed thereon may include, but not be limited to, a parking lot for use by patrons of the Sports Complex. (f) RABP is willing to grant City an exclusive option to purchase the Property on and subject to the terms and conditions set forth in this Agreement. 2. Grant of Option. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RABP grants to the City the exclusive option to purchase the Property as follows: (1) The City is hereby granted an option to purchase the Property for the purchase price of $2,300,000 in accordance with the Purchase and Sale Agreement attached hereto as Exhibit "F", such option to commence on the effective date of this Agreement and continue, unless extended in the manner provided herein, until April 1, 2001 (the "Option Period"). (2) In exchange for RABP granting to City the option to purchase, City shall pay to RABP the amount of $7,200 per month payable on the fust of each month, commencing on 1, 2000 and continuing until and including 1, 2ool. LA #57801 v2 -1- Option Agreement- Ruether Avenue Business Park DRAFT — FOR DISCUSSION PURPOSES ONLY (3) City may extend the Option Period, at its sole discretion, for an additional time, not to exceed three months, at the same monthly payment provided City gives notice of said extension to RABP on or prior to April 1, 2001. (4) Should the City exercise the option to purchase the Property, the amount of all monthly option payments paid to RABP by City shall be credited toward the purchase price. The City may exercise the option by giving notice to RABP during the Option Period. (5) Should the City exercise the option to purchase the Property, RABP shall dedicate Parcel 4 to the City at no cost. Parcel 4 is described in Exhibit "D" attached hereto. (6) The City may terminate this Agreement at any time during the Option Period upon the giving of not less than 30 -days written notice. Termination of this Agreement shall relieve the City of any further obligation to pay monthly option payments, which are not yet due as of the date of said written notice of termination. 3. California Environmental Oualitv Act Exercise of the option to purchase will constitute a project under the provisions of the California Environmental Quality Act. The City will complete any environmental analysis required prior to exercise of the option to purchase. 4. Recording Memorandum. This Agreement is not to be recorded. However, RABP and the City agree to execute and acknowledge a memorandum of this Agreement in the form of Exhibit "E" attached hereto, and the City, at its expense, may record the memorandum in the real property records of the county in which the Property is located. 5. Preservation of Proerty. From and after the date of this Agreement RABP agrees: (a) That it will not create or voluntarily permit any liens, claims or encumbrances to be placed on or against the Property, or any part of the Property, except for the lien of non - delinquent taxes and assessments and any other liens, claims and encumbrances which are approved in writing, in advance, by the City, which approval will not be unreasonably withheld. (b) That it will not, without the prior written approval of the City, which approval will not be unreasonably withheld: (1) grant any easements or other rights in the nature of easements in, under or across any part of the Property, other than utility easements or other similar easements which do not have a material adverse effect on the Property, or (2) release any existing easements or other rights in the nature of easements in, under or across any part of the Property, or (3) dedicate or transfer any part of the Property for public purposes, except as a result of a condemnation (which for this purpose does not include a dedication or transfer under threat of or in lieu of condemnation), or 1A #57801 v2 Option Agreement-Ruether Avenue Business Park DRAFT — FOR DISCUSSION PURPOSES ONLY (4) execute any covenants or restrictions, or amend any existing covenants and restrictions, affecting any part of the Property. (c) That it will maintain the Property in compliance with the requirements of all laws, rules and regulations applicable to the Property. (d) That it will not lease or otherwise grant, convey or transfer to any person or entity (other than the City) all or any part of the Property or any interest in the Property, or enter into any agreement regarding the same, which would be binding on the City or the Property after the close of escrow with respect to the Property, without the prior written consent of the City. 6. Sole tions. RABP represents and warrants that it has the full right, power and authority to enter into this Agreement and to the grant the option granted herein, and RABP has granted no other options or rights of first refusal to purchase or acquire the Property, or any part thereof or interest therein, to any person or entity. 7. Notices. All notices and other communications required to be given pursuant to this Agreement must be in writing addressed to the recipient party at its Notice Address specified below and will be deemed to have been properly given if personally served (including by courier service or overnight commercial delivery service) at a party's Notice Address, upon receipt or; if mailed to a party at its Notice Address, fust class mail, postage prepaid, three (3) business days after deposit in the United State Mail. Each party may change its Notice Address by giving a notice to the other party in the manner described in this Section. The Notice Addresses for the parties are: City: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, California 91355 Attn.: City Manager with a copy to: Burke, Williams & Sorensen, LLP 611 West Sixth Street, Suite 2500 Los Angeles, California 90017 Attn.: Carl K. Newton, Esq. RABP: Ruether Avenue Business Park, Inc. 23120 Lyons Avenue Santa Clarita, California 91321 Attn.: Robert Allen, Treasurer The failure to give a copy of a notice to any addressee specified above for copies will not affect the validity or effectiveness of a notice otherwise properly given to a party in the manner specified in this Section. 8. Entire Ageement. This Agreement, together with the Exhibits hereto, constitute the entire agreement of the parties with respect to the subject matter hereof and thereof and supercede all prior or contemporaneous agreements (whether written or oral) of the parties with respect to LA M57801 v2 —3— Option Agreement-Ruether Avenue Business Park MWT — FOR DISCUSSION PURPOSES ONLY the subject matter hereof and thereof. This Agreement cannot be modified in any manner except by an instrument in writing executed by the duly authorized representatives of the parties or of their respective successors in interest. 9. Construction. This Agreement has been freely negotiated between the parties, each of whom has been represented by legal counsel of its choosing, and no term or provision of this Agreement is to be construed or interpreted for or against a party by virtue of its having drafted the same. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity and enforceability of the remaining terms and provisions of this Agreement. The captions contained in this Agreement are for convenience of reference only and are not to be considered in construing or interpreting this Agreement. All exhibits attached to this Agreement are a part of this Agreement and are incorporated into this Agreement by this reference. 10. Further Assurances. Each party agrees to take such further actions and to execute and deliver such further documents as are reasonably necessary to more fully effectuate and cavy out the terms of this Agreement. Without limiting the foregoing, the City agrees that if this Agreement is terminated the City will, at its sole cost and expense, do all things reasonably necessary to release the Property from the effect of this Agreement, including, without limitation, the delivery of quitclaim deeds with respect to the Property. 11. Time. Time is of the essence of this Agreement. 12. Successors. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, successors and assigns. 13. Waiver. Any waiver of a breach of any covenant or condition in this Agreement is not to be deemed a waiver of any other covenant or condition in this Agreement, and no waiver is valid unless in writing and executed by the duly authorized representative of the waiving party. An extension of time for performance of any obligation or act is not to be deemed an extension of the time for performance of any other obligation or act. 14. Attomeys' Fees. If either the City or RABP brings any suit with respect to the subject matter or the enforcement of this Agreement, the prevailing party (as determined by the court before which such suit is pending), in addition to such other relief as may be awarded, will be entitled to recover reasonable attorneys' fees, expenses and costs of investigation incurred in appellate proceedings, costs incurred in establishing the right to indemnification, or in any action or participation in, or in connection with, any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy Code or any successor statutes. 15. Governing Law. This Agreement is governed by and is to be construed in accordance with the laws of the State of California. 16. Counterparts. This Agreement may be executed in counterparts. Each counterpart is an original, but all counterparts are the same agreement. 17. Approval of the City Council. This agreement is subject to and conditioned upon approval and ratification by the Santa Clarita City Council. This agreement is not binding upon the City until executed by the appropriate City official(s) acting in their authorized capacity. LA #57801 v2 -4- Option Agreement-Ruether Avenue Business Park DRAFT — FOR DISCUSSION PURPOSES ONLY 18. Incornoration of Exhibits. By this reference all Exhibits are hereby made a part of this agreement. This Agreement is executed by the parties as of the date first set forth above. Ruether Avenue Business Park, CITY OF SANTA CLARITA, a California corporation a municipal corporation By: (Print Name and Title) By: (Print Name and Title) APPROVED AS TO FORM: By: Attorney for Ruether Avenue Business Park ra #57801 va By George A. Caravalho, City Manager ATTEST: Sharon Dawson, City Clerk APPROVED AS TO FORM: Carl K. Newton, City Attorney Agreement-Ruether a DRAFT — FOR DISCUSSION PURPOSES ONLY EXHIBIT "A" MAP OF THE PROJECT [TO BE ATTACHED UPON EXECUTION OF OPTION AGREEMENT] LA #57601 v2 Option Agreement-Ruether Avenue Business Park DRAFT - FOR DISCUSSION PURPOSES ONLY EXHIBIT "B" APPROXIMATE LOCATION OF THE PROJECT AND SPORTS COMPLEX PROPERTY [TO BE ATTACHED UPON EXECUTION OF OPTION AGREEMENT] 44678.2 DRAFT - FOR DISCUSSION PURPOSES ONLY EX FBIT "C" LEGAL DESCRIPTION OF THE PROPERTY [TO BE ATTACHED UPON EXECUTION OF OPTION AGREEMENT] 44678.2 2 DRAFT - FOR DISCUSSION PURPOSES ONLY EXHIBIT "D" LEGAL DESCRIPTION OF PARCEL 4 [TO BE ATTACHED UPON EXECUTION OF OPTION AGREEMENT] 44678.2 DRAFT - FOR DISCUSSION PURPOSES ONLY EXHIBIT "E" MEMORANDUM OF THIS AGREEMENT [TO BE ATTACHED UPON EXECUTION OF OPTION AGREEMENT] 44678.2 4 DRAFT - FOR DISCUSSION PURPOSES ONLY EXHIBIT' F" PURCHASE AND SALE AGREEMENT [TO BE ATTACHED UPON EXECUTION OF OPTION AGREEMENT] 44578.2