HomeMy WebLinkAbout25F - AMENDMENT WITH IN N OUTREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 18, 2020
TITLE:
APPROVE AN AMENDMENT TO THE
PURCHASE AND SALE OF REAL
PROPERTY AGREEMENT WITH IN-N-
OUT BURGERS TO EXTEND THE TIME
FOR COMPLETION OF CONSTRUCTION
BY AN ADDITIONAL 6 MONTHS
is/Kristine Ridge
CITY MANAGER
CLERK OF COUNCIL USE ONLY:
APPROVED
❑
As Recommended
❑
As Amended
❑
Ordinance on 111 Reading
❑
Ordinance on 2ntl Reading
❑
Implementing Resolution
❑
Set Public Hearing For
CONTINUED TO
FILE NUMBER
RECOMMENDED ACTION
Authorize the City Manager to amend the agreement with In-N-Out Burgers, a California
corporation, for the sale of City -owned property located at 827, 829, and 907 North Bristol Street,
by extending the construction completion deadline from 18 months to 24 months due to COVID-19
concerns, subject to non -substantive changes approved by the City Manager and City Attorney.
DISCUSSION
On November 21, 2017, the City entered into a Purchase and Sale agreement with In-N-Out
Burgers, for portions of City -Owned Real Property located at 827, 829, and 907 North Bristol Street.
The agreement includes milestones for demolition of In-N-Out Burger's existing store and
construction of a redesigned facility that will mitigate the existing spill -over traffic issue present at
the current location.
From the time the agreement was executed until now, In-N-Out has worked diligently with City staff
to secure entitlements for their new development, and has recently closed escrow. The original
agreement stipulated that In-N-Out Burger must construct and open the new facility within 18
months from the close of escrow. However, due to uncertainty of the COVID-19 situation, In-N-Out
Burgers has requested to extend the opening timeframe from 18 months to 24 months. The
proposed amendment accomplishes this revision while all other terms remain the same (Exhibit 1).
Notwithstanding the extension of time, In-N-Out Burgers is committed to constructing and opening
the restaurant as soon as possible.
ENVIRONMENTAL IMPACTS
There is no environmental impact associated with this action.
FISCAL IMPACT
There is no fiscal impact associated with this action.
25F-1
Amendment to Agreement with In-N-Out Burgers
August 18, 2020
Page 2
Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency
Exhibit: 1. Amendment
25F-2
EXHIBIT 1
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND ESCROW
This FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND
ESCROW INSTRUCTIONS (this "Amendment"), dated as of 2020, is made and
entered into by and between In-N-Out Burgers, a California corporation (`Buyer"), and the City of
Santa Ana, a California charter city and municipal corporation ("Seller").
WITNESSETH:
WHEREAS, Seller and Buyer entered into that certain Agreement of Purchase and Sale and
Escrow Instructions, dated effective as of November 21, 2017 (the "Agreement'), regarding certain
Property (the "Prover ") located in the City of Santa Ana, County of Orange, State of California and
more particularly described and depicted in the Agreement;
WHEREAS, Seller and Buyer have agreed to amend the Agreement on the terms hereinafter set
forth;
NOW, THEREFORE, in consideration of the agreements hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer
agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein by
reference.
2. Defined Terms. All capitalized terms used herein and not expressly defined shall have
the meaning given to them in the Agreement.
3. Opening Covenant. The phrase "eighteen (18) months" in the first sentence of Section
3.2(a) is hereby deleted in its entirety and replaced with the phrase "twenty-four (24) months".
4. Controlling Agreement. To the extent any provisions contained herein conflict with the
Agreement, the provisions contained herein shall supersede such conflicting provisions contained in the
Agreement. Except as modified herein, Seller and Buyer hereby represent and warrant that the
Agreement remains in full force and effect and is hereby reaffirmed and ratified by both Seller and Buyer.
5. Counterparts, Facsimiles. This Amendment may be executed in a number of identical
counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively
one agreement. Signatures to this Amendment may be transmitted via facsimile or scanned and emailed,
and delivery thereby shall be deemed sufficient for all purposes to the same extent as would be delivery of
an original signature.
[SIGNATURE PAGES FOLLOW]
25F-3
IN WITNESS WIIEREOF, Buyer and Seller have executed this Amendment as of the day and
year first above written.
`BUYER" IN-N-OUT BURGERS, a California corporation
By.
Carl Arena
Vice President of Real Estate
[Signature Page to First Amendment]
25F-4
"SELLER" CITY OF SANTA ANA,
a California charter city and municipal corporation
M
ATTEST: By:
Kristine Ridge
City Manager
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM: By:.
J4V M.Funk
Assistant City Attorney
FOR
APPROVAL:
La
Nabil Saba, P.E.
Executive Director of Public Works
[Signature Page to First Amendment]
25F-5