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HomeMy WebLinkAboutReso 03-2021 (20-991)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 03-2021 File Number: 20-991 Enactment Number: RES 03-2021 RESOLUTION APPROVING THE SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT WITH BADEN DEVELOPMENTS LLC FOR THE SALE OF 432 BADEN AVENUE. WHEREAS, a certain real property located at 432 Baden Avenue (the "Property"), South San Francisco, California (Assessor's Parcel Number 012-321-160) is owned by the City of South San Francisco ("the City"); and, WHEREAS, on June 29, 2011, the Legislature of the State of California ("State") adopted Assembly Bill xl 26 ("AB 26"), which amended provisions of the State's Community Redevelopment Law (Health and Safety Code sections 33000 et seq.) ("Dissolution Law"), pursuant to which the former Redevelopment Agency of the City of South San Francisco ("City") was dissolved on February 1, 2012; and WHEREAS, the City elected to become the Successor Agency to the Redevelopment Agency of the City of South San Francisco ("Successor Agency"); and WHEREAS, pursuant to Health and Safety Code Section 34191.5(c)(2)(C), property shall not be transferred to a successor agency, city, county or city and county, unless a Long Range Property Management Plan ("LRPMP") has been approved by the Oversight Board and the California Department of Finance ("DOF"); and WHEREAS, in accordance with the Dissolution Law, the Successor Agency prepared a LRPMP, which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco ("Oversight Board") on May 21, 2015, and was approved by the DOF on October 1, 2015; and WHEREAS, consistent with the Dissolution Law and the LRPMP, certain real properties located in the City of South San Francisco, that were previously owned by the former Redevelopment Agency, were transferred to the Successor Agency ("Agency Properties"); and WHEREAS, on October 18, 2016, the City entered into an Amended and Restated Master Agreement for Taxing Entity Compensation ("Compensation Agreement") with the various local agencies who receive shares of property tax revenues from the former redevelopment project area ("Taxing Entities"), which provides that upon approval by the Oversight Board of the sale price, and consistent with the LRPMP, the proceeds from the sale of any of the Agency Properties will be distributed to the Taxing Entities in accordance with their proportionate contributions to the Real Property Tax Trust Fund for the former Redevelopment Agency; and City of South San Francisco Page 1 File Number: 20-991 Enactment Number: RES 03-2021 WHEREAS, the former Redevelopment Agency purchased the Property in 1997; and, WHEREAS, the LRPMP, prepared by the Successor Agency and approved by the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco ("Oversight Board"), designated 432 Baden Avenue, County Assessor' s Parcel Number 012-321-160 ("Property"), to be sold, with the proceeds of the sale distributed to the taxing entities; and, WHEREAS, consistent with the LRPMP and the Oversight Board resolution, the Successor Agency executed and recorded a grant deed on May 16, 2017, transferring the Agency Properties, including the Property to the City; and, WHEREAS, the LRPMP designated the site in the `For Sale' disposition category; and, WHEREAS, Baden Developments LLC ("Developer") own the adjacent property, 428 Baden Avenue; and, WHEREAS, on September 23, 2019, Developer provided the City with a Letter of Intent ("LOI") for the purchase of the Property for $1,100,000 ("Purchase Price"); and, WHEREAS, the City of South San Francisco ("Seller") and Baden Developments LLC ("Buyer") entered into that certain Purchase And Sale Agreement And Joint Escrow Instructions ("PSA") dated February 19, 2020, and; WHEREAS, Seller and Buyer certain entered into the First Amendment to the PSA (collectively, "the Agreements") on April 9, 2020 which extended the due diligence period and Close of Escrow by six months; and, WHEREAS, Seller and Buyer desire to amend the Agreements to extend the Closing Date by 90 days through the Second Amendment to the Purchase and Sale Agreement ("Second Amendment"); and, WHEREAS, the Second Amendment provides the Buyer with three additional 90 day administrative extensions for a fee of $15,000 each; and, NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby resolve as follows: 1. The foregoing recitals are true and correct and made a part of this Resolution. 2. The City Manager is hereby authorized to enter into and execute on behalf of the City Council the Second Amendment to the Purchase and Sale Agreement, in substantially the same form attached hereto as Exhibit A; and to make any non -material revisions, amendments or modifications deemed necessary to carry out the intent of this Resolution. 3. The City Manager is hereby authorized to execute any other necessary documents related to the sale of the Property, and to take any and all other actions necessary to implement this intent of this Resolution, subject to approval as to form by the City Attorney. City of South San Francisco Page 2 File Number: 20-991 Enactment Number: RES 03-2021 Exhibit A: Second Amendment to the Purchase and Sale Agreement for 432 Baden Avenue At a meeting of the City Council on 1/13/2021, a motion was made by Vice Mayor Nagales, seconded by Councilmember Nicolas, that this Resolution be approved. The motion passed. Yes: 4 Mayor Addiego, Vice Mayor Nagales, Councilmember Nicolas, and Councilmember Coleman Attest by 'M A 9, 1 4'. 'Pa Govea Acosta, City Clerk City of South San Francisco Page 3 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (432 Baden Avenue, South San Francisco, California) This Second Amendment to Purchase And Sale Agreement And Joint Escrow Instructions (this "Amendment") is made effective as of December 21, 2020 ("Effective Date") by and between the City of South San Francisco, a municipal corporation ("Seller") and Baden Development, LLC, a California limited liability company ("Buyer"). Seller and Buyer are sometimes collectively referred to herein as "the parties." RECITALS A. Seller and Buyer entered into that certain Purchase And Sale Agreement And Joint Escrow Instructions dated February 19, 2020 and that certain First Amendment to Purchase and Sale Agreement And Joint Escrow Instructions dated April 9, 2020 (together, the "Agreement") with respect to that certain real property located at 432 Baden Avenue, South San Francisco, California (Assessor's Parcel Number 012-321- 160) and other associated assets as more particularly described in the Agreement (collectively, the "Property"); B. Seller and Buyer desire to amend the Agreement to extend the Closing Date as more particularly provided herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and incorporating all of the above as though set forth in full herein and in consideration of all the recitals, conditions and agreements contained herein, the parties hereby agree as follows: 1. Amendment to Agreement. The parties amend the Agreement as follows: a. The Closing Date shall be delayed until May 17, 2021. b. The Closing Date may be further delayed if requested by Buyer with the written consent of the City Manager acting on behalf of Seller. th-r-eetwo h .,) 90 days each time. Anv additional delay of the Clnein(-, DgtP'hall rPrniirP } proval of the City Council.. rovided th i Buyer shall pay Seller a fee of $15,000.00 for each such additional delay of the Closing Date. SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (432 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA) 2. General Provisions. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this Amendment and the meaning of the provisions hereof. The provisions of this Amendment shall be construed as to the fair meaning and not for or against any party based upon any attribution of such party as the sole source of the language in question. Except as expressly amended pursuant to this Amendment, the terms and provisions of the Agreement shall remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby ratify and affirm all their respective rights and obligations under the Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. In the event of any conflict between this Amendment and the Agreement, this Amendment shall govern. The terms and provisions of this Amendment, together with the Agreement, shall constitute all of the terms and provisions to which Buyer and Seller have agreed with respect to the transaction governed hereby, and there are no other terms and provisions, oral or written, that apply to the Agreement and/or the Property other than as set forth in the Agreement as modified by this Amendment. The provisions of this Amendment shall apply to, be binding upon, and inure to the benefit of the parties hereto and to their respective successors and assigns. This Amendment may be executed in multiple counterparts, all of which shall constitute an original, and all of which together shall constitute a single instrument. Counterparts of this Amendment executed and delivered by facsimile, email or other means of electronic delivery shall constitute originals for all purposes. SIGNATURES ON FOLLOWING PAGE Page 2 of 3 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (432 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA) IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date. SELLER: CITY OF SOUTH SAN FRANCISCO By: Mike Futrell City Manager ATTEST: By: City Clerk APPROVED AS TO FORM: By: Sky Woodruff City Attorney BUYER: Baden Development, LLC, a California limited liability company By: Victor Lo Title: Manager APPROVED AS TO FORM: By: R. Ryan Shain Counsel for Buyer 3656474.1 Page 3 of 3