HomeMy WebLinkAboutRES SA 2020 22 2020 1216 RESOLUTION NO. SA-2020-22
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF MOORPARK APPROVING AN
EXCLUSIVE NEGOTIATING AGREEMENT FOR A
PROPERTY AT 500 LOS ANGELES AVENUE AND
TAKING RELATED ACTIONS
WHEREAS, pursuant to AB X1 26 (enacted in June 2011), and the California
Supreme Court's decision in California Redevelopment Association, et al. v. Ana
Matosantos, et al., 53 Cal. 4th 231 (2011), the Redevelopment Agency of the City of
Moorpark (the "Former Agency") was dissolved as of February 1, 2012, and the
Successor Agency was established as the successor entity to the Former Agency; and
WHEREAS, AB X1 26 added Part 1.8 (commencing with Section 34161) and
Part 1.85 (commencing with Section 34170) to Division 24 of the Health and Safety
Code ("HSC"); and such Parts 1.8 and 1.85, together with any amendments and
supplements thereto enacted from time to time, are collectively referred to herein as the
"Dissolution Act"; and
WHEREAS, pursuant to the Dissolution Act, the Successor Agency is tasked with
winding down the affairs of the Former Agency; and
WHEREAS, pursuant to HSC Section 34175(b), all real properties of the Former
Agency transferred to the control of the Successor Agency by operation of law; and
WHEREAS, one of the properties transferred to the Successor Agency is located
at 500 Los Angeles Avenue (the "Los Angeles Avenue Property"); and
WHEREAS, the Los Angeles Avenue Property has been under lease to Tom
Lindstrom RV Sales, Inc. (the "Dealership") for use as a recreation vehicle dealership;
and
WHEREAS, there has been presented to the Successor Agency a preliminary
proposal for the owners of the Dealership, Thomas H. Lindstrom and Sarah K.
Lindstrom, Revocable Trust (the "Lindstrom Trust"), to purchase the Los Angeles
Avenue Property; and
WHEREAS, there has been presented to this Board an Exclusive Negotiating
Agreement (the "Exclusive Negotiating Agreement") by and between the Lindstrom
Trust and the Successor Agency regarding the sale of the Los Angeles Avenue
Property.
Resolution No. SA-2020-22
Page 2
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR
AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1: The above recitals are true and correct and are a substantive part
of this Resolution.
SECTION 2: The Exclusive Negotiating Agreement, in the form attached hereto
as Exhibit A, is hereby approved. Each of the Chair of this Board, the Vice Chair of this
Board and the Executive Director of the Successor Agency (each, an "Authorized
Officer"), individually, is hereby authorized to execute and deliver, for and in the name of
the Successor Agency, the Exclusive Negotiating Agreement in substantially such form,
with changes therein as the Authorized Officer may approve (such approval to be
conclusively evidenced by the execution and delivery thereof).
SECTION 3: The Exclusive Negotiating Agreement is not subject to the
California Environmental Quality Act ("CEQA") because it is a preliminary agreement
that meets the criteria of CEQA Guidelines Section 15004(b)(4), which requires that the
Exclusive Negotiating Agreement: (A) condition the agreement on compliance with
CEQA, (B) not bind any party, or commit to any definite course of action prior to CEQA
compliance, (C) not restrict the lead agency from considering any feasible mitigation
measures and alternatives, including the not project alternative, and (D) not restrict the
lead agency from denying the project; however, as described in the Exclusive
Negotiating Agreement, the actual agreement, if any, that results from negotiations
under the Exclusive Negotiating Agreement shall be subject to CEQA and may not be
approved unless/until appropriate findings are made under CEQA and CEQA is
otherwise complied with.
SECTION 4: The Authorized Officers and all other officers of the Successor
Agency are hereby authorized, jointly and severally, to execute and deliver any and all
necessary documents and instruments and to do all things which they may deem
necessary or proper to effectuate the purposes of this Resolution and the Exclusive
Negotiating Agreement.
PASSED AND ADOPTED this 16th day of December, 2020.
( aLt/ry-01.4A,- As
nice S. Parvin, Chair
ATTEST:
11/1
Ky Spa er, Secr ry *-' Argkwry
cts
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Attachment: Exhibit A— Exclusive Negotiating Agreement A1)'E. o0‘"
Resolution No. SA-2020-22
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EXHIBIT A
EXCLUSIVE NEGOTIATING AGREEMENT
between
Thomas H. Lindstrom and Sarah K. Lindstrom, Revocable Trust, and
the Successor Agency of the Redevelopment Agency of the City of Moorpark
(substantial final form)
(see attached)
Resolution No. SA-2020-22
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EXCLUSIVE NEGOTIATING AGREEMENT
This EXCLUSIVE NEGOTIATING AGREEMENT("ENA")is dated as of Deter 2-2 2020,
and is entered into by and between the SUCCESSOR AGENCY TO THE MOORPARK
REDEVELOPMENT AGENCY, a California Successor Agency created and existing pursuant to
California Health and Safety Code Section 34170 et seq. (the "Successor Agency" or "Seller"),
and Thomas H. Lindstrom and Sarah K. Lindstrom, Revocable Trust (the `Buyer"). The
Successor Agency and the Buyer are sometimes individually referred to herein as a "Party" and
are sometimes collectively referred to herein as the"Parties."
RECITALS
A. The Successor Agency owns certain real property generally located at 500 Los
Angeles Avenue in the City of Moorpark, California (APN: 506-0-050-080) and that is more
specifically described in the legal description attached to this ENA as Exhibit "A" (the
"Property").
B. The Successor Agency and the Buyer desire that Buyer, as current lessee on the
Property, to continue to operate its commercial recreational vehicle ("RV") business
("Business") thereby providing economic and employment opportunities on and around the
Property.
C. Buyer intends to incur costs analyzing the Property, as may be appropriate, and
Successor Agency intends to incur significant costs in negotiating and preparing a purchase and
sale agreement for the Property (each"PSAPSA"). Buyer and Successor Agency have mutually
agreed to negotiate with Buyer on an exclusive basis to establish the terms and conditions of the
PSAPSA.
D. It is anticipated that during the term of this ENA, Successor Agency staff and
consultants and attorneys of the Successor Agency will devote substantial time and effort in
meeting with Buyer and its representatives and consultants, reviewing proposals, plans and
reports, negotiating and preparing a PSA, obtaining consultant advice and reports (including
obtaining an appraisal to substantiate fair market value of the Property), and to the extent
necessary,further complying with the California Environmental Quality Act("CEQA").
NOW,THEREFORE,the Parties hereto agree as follows:
1. The term of this ENA shall commence on the date hereof and shall end on
the earlier of: (i) the date that is twelve (12) months after the date of this ENA, as may be
extended by the Successor Agency in a separate action or (ii) the date on which the Successor
Agency or Buyer terminates this ENA as provided in Section 2 below (in either case, the "ENA
Period").
2. The Successor Agency may terminate this ENA if Buyer should fail to
comply with or perform any provisions of this ENA and such failure is not cured within ten (10)
days after written notice from the Executive Director of the Successor Agency (the "Executive
Director") to Buyer, or if reasonable progress is not being made in negotiations hereunder as
determined by the Executive Director in good faith. Buyer may terminate this ENA by written
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notice to Successor Agency if the Buyer determines, in its sole discretion,that it does not wish to
pursue the acquisition of the Property.
3. During the ENA Period(as extended under Section 1 above, if applicable),
the Successor Agency shall not negotiate with any person or entity other than the Buyer for the
sale,lease,or development of the Property.
4. Buyer shall deliver the materials and information identified on Attachment
No. 1 attached hereto to the Successor Agency within the times set forth on Attachment No. 1.
Within ten (10) days after each calendar month during the ENA Period (as extended under
Section 1 above, if applicable), Buyer shall provide a written report to the Successor Agency
describing in reasonable detail Buyer's activities with respect to the Project during such calendar
month.
5. During the ENA Period, the Successor Agency shall use good faith efforts
to complete(or cause to be completed)the tasks set forth in Attachment No.2 attached hereto.
6. Buyer shall reimburse the Successor Agency for its actual out-of-pocket
costs and expenses (including legal fees and consultants costs) incurred in preparing this ENA
and fulfilling its obligations under this ENA, including, but not limited to: (i) the costs of
negotiating and preparing a PSA; and (ii) the costs of appraisals, economic consultants and the
like used by Successor Agency to evaluate the Project, proposed transaction terms(collectively,
the "Reimbursable Costs"). Concurrently with its execution of this ENA, Buyer shall deposit
with the Successor Agency the sum of Twelve Thousand and No/100 Dollars ($12,000.00) (the
"Reimbursement Funds"). The Reimbursement Funds may be used and applied from time to time
by the Successor Agency to pay or reimburse itself for Reimbursable Costs not otherwise paid or
reimbursed by Buyer. The Successor Agency shall provide Buyer with a monthly accounting
identifying in reasonable detail the Reimbursable Costs to which Reimbursement Funds have
been applied. Any Reimbursement Funds not applied shall be delivered to the Buyer (along with
a final accounting of the Successor Agency's application of the Reimbursement Funds) within
thirty (30)business days after the earlier of: (i)the execution of the PSA by the Parties, or(ii)the
expiration or earlier termination of this ENA. Notwithstanding anything to the contrary in this
ENA, express or implied, the Successor Agency shall have the right in its sole and absolute
discretion to cease any staff work and/or work of its consultants and stop negotiating or
discussing the PSA, in the event that the Buyer has not deposited the Reimbursement Funds.
7. Buyer understands and acknowledges that if negotiations culminate in a
PSA, the PSA will be effective only after, and if, the PSA has been considered and approved by
Successor Agency/City and the City Council/Successor Agency Board after public hearing
thereon as required by applicable laws. Successor Agency's/City's approval of any PSA will
require compliance with any environmental analysis requirements under CEQA.
8. A PSA executed by the Successor Agency is contingent upon approval by
the Ventura County Consolidated Oversight Board (the "OW') and the California Department of
Finance (the "DOF"), as may be required, which will be a condition precedent to the
consummation of the transaction in the PSA. The Successor Agency shall use its best efforts to
obtain OB and DOF approval. If OB and DOF approval is not obtained, Successor Agency and
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Buyer shall negotiate in good faith to modify the PSA for a period of sixty (60) days after receipt
of notice of disapproval to attempt to reach an agreement that will be satisfactory to Successor
Agency, Buyer, OB, and DOF.
9. Buyer will acquire the Property in fee interest at a purchase price subject
to confirmation by a fair market value appraisal to be performed during the term of this ENA by
an appraiser selected by the Successor Agency. The purchase price may be subject to adjustment,
subject to Successor Agency's approval, commensurate with the amount of any documented and
verified costs required to address the presence of any contamination or other conditions at the
Property that may be found as part of the Buyer's due diligence. Buyer acknowledges that the
Purchase Price or adjustment thereof shall be subject to OB and DOF approval, as may be
required.
10. The Successor Agency and Buyer acknowledge that all applicable
requirements of CEQA must be met, as may be required, to approve Project entitlements and
enter into the PSA, and that this may require reports and/or analyses for CEQA purposes
(collectively, the "CEQA Documents"). Buyer will, at its cost, fully cooperate with the City of
Moorpark("City") in the City's preparation of any CEQA Documents as may be required.
11. Buyer shall bear all costs and expenses of any and all title, environmental,
physical, engineering, financial, and feasibility investigations, reports and analyses and other
analyses or activities performed by or for Buyer. During the ENA Period, the Successor Agency
shall deliver to Buyer complete copies of any and all material non-privileged reports and other
material non-privileged documents pertaining to the Property which are in Successor Agency's
possession, at no cost to Buyer other than the actual cost (if any) of duplicating such documents.
12. The Buyer and the Successor Agency understand and agree that neither
Party is under any obligation whatsoever to enter into a PSA, and that notwithstanding its
approval of this ENA, the Successor Agency shall have the right to disapprove any proposed
PSA in its sole and absolute discretion, and in that regard, Buyer hereby expressly agrees that the
Successor Agency shall not be bound by any implied covenant of good faith and fair dealing in
connection with such approval or disapproval of any proposed PSA. In the event of the
expiration or earlier termination of this ENA, the Successor Agency shall be free to negotiate
with any persons or entities with respect to the Property. No consents, approvals, comments or
discussions by staff shall diminish, affect or waive: (i) rights of the City to later impose
conditions and requirements under CEQA; (ii) the right of the Successor Agency not to approve
the PSA;or(iii)the Successor Agency's other governmental rights,powers and obligations.
13. Buyer shall indemnify, defend, and hold the City/Successor Agency and
the City/Successor Agency's respective officers, directors, members, employees, agents,
contractors and affiliated entities harmless from any and all claims, liabilities, damages, costs
and expenses relating to or arising out of this ENA or Buyer's failure to perform any obligation
of Buyer under this ENA, or any challenges to this ENA. Buyer's obligations under the
preceding sentence shall survive the expiration or earlier termination of this ENA.
14. Buyer represents and warrants that its undertakings pursuant to this ENA
are for the purpose of operation of the Property as a commercial recreational vehicle ("RV")
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dealership and not for speculation in land, and Buyer recognizes that, in view of the importance
of the operation of the Property to the general welfare of the community and local economic
base, the qualifications and identity of Buyer is of particular concern to Successor Agency;
therefore, this ENA may not be assigned by Buyer without the prior express written consent of
the Executive Director in his or her sole and absolute discretion. However, the Successor Agency
acknowledges that Buyer may form a new entity to be the Buyer entity that will be party to the
potential PSA, provided that such new entity assumes all of the obligations of the Buyer under
the PSA in a writing reasonably satisfactory to the Successor Agency, and further is Controlled
by or under common Control with the Buyer. For purposes of this ENA, "Control" or
"Controlled" means possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of an entity, whether by ownership of equity interests,
by contract, or otherwise.
15. Successor Agency represents it has engaged Kosmont Real Estate
Services, dba Kosmont Realty (DRE License# 02058445) by separate agreement, in connection
with the potential sale of the Property and the transaction contemplated hereunder. Buyer
represents that it has engaged John W. Newton & Associates, Inc., dba Moorpark Advantage
Realty (DRE License #00925471) with respect to its purchase of the Property. Buyer agrees to
hold City harmless from any claim by any broker, agent, or finder retained by Buyer in
connection with said transaction as shall be set forth more fully in the PSA and assuming the
transaction contemplated thereunder closes escrow, Successor Agency shall pay all
commissions/charges due Kosmont Real Estate Services under said separate agreement. Buyer's
indemnification obligations shall survive the termination or expiration of this ENA for a period
of five (5)years from the Effective Date.
16. Any notice, request, approval or other communication to be provided by
one Party to the other shall be in writing and provided by certified mail, return receipt requested,
or a reputable overnight delivery service(such as Federal Express)and addressed as follows:
If to the Buyer:
Thomas H. Lindstrom and Sarah K. Lindstrom,Revocable Trust
TO BE INSERTED
Attn: Thomas H. Lindstrom
If to the Successor Agency:
Moorpark Successor Agency
799 Moorpark Avenue
Moorpark, California 93021
Attn: Executive Director
Notices shall be deemed delivered: (i) if sent by certified mail, then upon the date
of delivery or attempted delivery shown on the return receipt; or (ii) if delivered by overnight
delivery service, then one (1) business day after delivery to the service as shown by records of
the service.
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17. This ENA constitutes the entire agreement of the Parties hereto with
respect to the subject matter hereof. There are no agreements or understandings between the
Parties and no representations by either Party to the other as an inducement to enter into this
ENA, except as may be expressly set forth herein, and any and all prior discussions and
negotiations between the Parties are superseded by this ENA.
18. This ENA may not be altered, amended or modified except by a writing
duly authorized and executed by all Parties.
19. No provision of this ENA may be waived except by an express written
waiver duly authorized and executed by the waiving Party.
20. If any Party should bring any legal action or proceeding relating to this
ENA or to enforce any provision hereof, or if the Parties agree to arbitration or mediation
relating to this ENA,the Party in whose favor a judgment or decision is rendered shall be entitled
to recover reasonable attorneys' fees and expenses from the other. The Parties agree that any
legal action or proceeding or agreed-upon arbitration or mediation shall be filed in and shall
occur in the County of Ventura.
21. The interpretation and enforcement of this ENA shall be governed by the
laws of the State of California.
22. Time is of the essence of each and every provision hereof in which time is
a factor.
23. This ENA may be executed in counterparts, each of which shall be
deemed an original,but all of which together shall constitute one and the same ENA.
24. Executed counterparts of this ENA may be delivered electronically by
email to: jsandifer@moorparkca.gov (for the Successor Agency), and
tomlindstromry@gmail.com (for the Buyer).
IN WITNESS WHEREOF, the Parties hereto have executed this ENA as of the
day and year first written above.
OWNER: BUYER:
MOORPARK SUCCESSOR AGENCY Thomas H.Lindstrom and Sarah K. Lindstrom,
Revocable Trust
By:
Troy :_• Executive Director By..
Print Name: Thomas H. Lindstrom
Title: n/a
Attest:
410 A
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Ky Spangler, Agency Secretary
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EXHIBIT "A"
DESCRIPTION OF PROPERTY
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF VENTURA, STATE OF
CALIFORNIA, DESCRIBED AS_FOLLOWS:
THAT PORTION OF LOT 45 AS PER MAP ENTITLED "MAP OF FREMONT, A SUBDIVISION OF
LOT `L' OF THE RANCHO SEMI, VENTURA CO., CAL." RECORDED IN BOOK 3, PAGE 39 OF
MAPS, AND A PART OF LOT"L" AS PER MAP ENTITLED "MAP,OF PART OF TRACT 'L' OF THE
RANCHO SEMI, VENTURA COUNTY, CALIFORNIA", RECORDED IN BOOK 5, PAGE 5 OF ,MAPS,
TOGETHER AS A WHOLE AS ACQUIRED BY THE STATE OF CALIFORNIA IN DEED (STATE
PARCEL NO. 2)( RECORDED JULY 18, 1942 IN BOOK 660,PAGE 24 OF OFFICIAL RECORDS, ALL
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTERLINE OF LOS ANGELES AVENUE, 60 FEET WIDE,
DISTANT THEREON. 225.00 FEET EASTERLY FROM THE..INTERSECTION THEREOF WITH THE
NORTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID LOT 45;
THENCE EASTERLY ALONG SAID CENTERLINE A DISTANCE OF 210.00 FEET;
THENCE SOUTHERLY AT RIGHT ANGLES TO SAID CENTERLINE, A DISTANCE OF 441.00 FEET;
THENCE WESTERLY AT RIGHT ANGLES TO LAST DESCRIBED COURSE, A DISTANCE OF 210.00
FEET;
THENCE NORTHERLY AT RIGHT ANGLES TO LAST DESCRIBED COURSE, A DISTANCE OF 441.00
FEETTO THE POINT OF BEGINNING.
APN 506-0-050-080
Exhibit"A"
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ATTACHMENT NO. 1
SPECIFIC BUYER TASKS
ITO BE FINALIZED PRIOR TO SIGNING!
All timelines stated below begin after execution of the ENA
1. Within ninety (90) days, Buyer shall conduct due diligence to approve, in its sole
discretion,the feasibility of acquiring the property by: (i) reviewing the exceptions, legal
descriptions and other matters contained in the preliminary title report prepared by Title
Company; (ii) conducting or reviewing such surveys, investigations, studies, and
inspections and making or reviewing such geologic, environmental and soils tests and
other studies of the Property; (iii) reviewing all other applicable due diligence materials
respecting the Property as may be available. Buyer shall promptly deliver copies to the
Successor Agency of any due diligence studies, reports, and/or other material prepared
when received.
2. Within ninety (90) days, Buyer shall deliver to the Successor Agency for Successor
Agency staff review and approval, proof of funds for the purpose of documenting, to
Successor Agency's/City's reasonable satisfaction, evidence of Buyer's financial capacity
to proceed with the contemplated transaction.
3. City/Successor Agency reserves the right to and may_reasonably request any additional
documentation, including additional reports, studies, analyses and other information,
from Buyer in order to negotiate the PSA as contemplated hereunder. Upon receiving
such a request, Buyer shall provide such additional documentation to City/Successor
Agency pursuant to a mutually agreed upon deadline.
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ATTACHMENT NO.2
SPECIFIC SUCCESSOR AGENCY TASKS
All timelines stated below begin after execution of the ENA
1. Within thirty (30) days, Successor Agency shall provide to Buyer copies of all currently
existing plans, studies and other written information regarding the Property in its
possession, to the extent not previously delivered to Buyer and to the extent material to
the Project and not subject to any attorney-client or attorney work product privilege or
other privilege.
2. Successor Agency shall obtain a fair market value appraisal for the Property.
3. Successor Agency shall provide initial drafts of the PSA and related documents to Buyer
and shall thereafter revise them to the extent reasonably permitted by the negotiations.
4. Successor Agency shall obtain and review a preliminary report for the Property from a
title company selected by the Successor Agency.
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STATE OF CALIFORNIA )
COUNTY OF VENTURA ) ss.
CITY OF MOORPARK )
I, Ky Spangler, Secretary of the Successor Agency of the Redevelopment
Agency of the City of Moorpark, California, do hereby certify under penalty of perjury
that the foregoing Resolution No. SA-2020-22 was adopted by the Successor Agency of
the Redevelopment Agency of the City of Moorpark at a regular meeting held on the
16th day of December, 2020, and that the same was adopted by the following vote:
AYES: Agency Members Castro, Enegren, Groff, Pollock, and Chair Parvin
NOES: None
ABSENT: None
ABSTAIN: None
WITNESS my hand and the official seal of said City this 16th day of December, 2020.
g
Ky S P ,lerAg y Secretary
(seal)
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