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2020-090 -Approving a Disposition and Development Agreement
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2020-090 -Approving a Disposition and Development Agreement
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11/23/2020 8:42:01 AM
Creation date
11/23/2020 8:34:16 AM
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City Clerk
Doc Type
Resolution
Agency
Clerk of the Council
Doc #
2020-090
Date
11/17/2020
Destruction Year
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with the Parking Structure. located thereon (collectively, the "Real Property"); (b) all of <br />Optionor's right, title and interest in all tangible personal property owned by Optionor located <br />upon, attached to, or necessary for the operation of the Real Property (collectively, the <br />"Tangible Personal Property"), to the extent the delivery of such Tangible Personal Property is <br />accepted, in writing by Optionee; and (c) all of Optionor's right, title and interest in all intangible <br />personal property related to the Real Property and the Improvements (collectively, the <br />"Intangible Personal Property") to the extent the delivery of such, Intangible Personal Property <br />is accepted, in writing by Optionee. <br />3. Option Period, Exercise of Option; Conditions Precedent. The Option shall commence <br />on the date of issuance of the last Certificate of Occupancy or Notice of Completion for the <br />Project and will remain in effect until 11:59 p.m., Los Angeles time, on the date that is forty-five <br />(45) years following date of issuance of the last Certificate of Occupancy or Notice of <br />Completion for the Project (the "Option Period"). Optionee may exercise the Option during the <br />Option Period by delivering to Optionor an executed instrument substantially in the form <br />attached to this Agreement and incorporated herein by reference as Exhibit C ("Option Exercise <br />Notice"). <br />4. Purchase Price; Terms of Purchase. The purchase of the Parcel pursuant to the Option <br />will be consummated pursuant to a commercially reasonable agreement in a form reasonably <br />acceptable to Optionee and Optionor (the "Purchase and Sale Agreement") which Purchase <br />and Sale Agreement shall contain the Optionee's commitment to operate the parking structure on <br />the Parcel with 211 public parking spaces consistent with the Project, the Development Plan, and <br />those development covenants, operating covenants and associated restrictions agreed to by the <br />Parties therein and shall contain a covenant that the public parking spaces shall be maintained in <br />perpetuity and said covenant shall be recorded prior to the City's transfer of the Parcel. The <br />purchase price ("Purchase Price") for the Parcel shall be: <br />4.1. For the first fifteen years (15) from the issuance of last Certificate of Occupancy <br />or Notice of Completion for the Project, the Developer shall have the option to purchase the City <br />Parcel within the Parking Structure for Fifteen Million Dollars ($15,000,000). <br />4.2. After fifteen (15) years from the issuance of last Certificate of Occupancy or <br />Notice of Completion for the Project until forty-five (45) years have elapsed, Developer shall <br />have the option to purchase the City's Parcel within the Parking Structure for the appraised value <br />or Fifteen Million Dollars ($15,000,000) whichever is greater. <br />4.2.1. Sixty (60) days prior to any exercise of the option pursuant to Section 4.2 <br />by Optionee, upon notice by Optionee thereof to Optionor (i) the Parties shall <br />nominate and appoint a single appraiser, or, failing that, (ii) the Optionee and <br />Optionor shall each nominate and appoint one appraiser. If two appraisers are <br />appointed as provided in clause (ii) above, the two appraisers so appointed shall, <br />within fifteen (15) days after the appointment of the second appraiser and before <br />exchanging views as to the questions at issue, appoint a third appraiser and give <br />written notice of such appointment to the Parties. In the event that a Party fails to <br />appoint an appraiser within the twenty two (22) day period specified above, then <br />the appraiser appointed by the other Party shall make the appraisal. If the two <br />appraisers selected by the Parties shall fail to appoint or agree upon the third <br />appraiser within the fifteen (15) day period specified above, then a third appraiser <br />2 <br />
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