HomeMy WebLinkAbout11- Redevelopment REL,dVELOPMENT AGENCY-R"QUEST FOR WMMISSION/COUNCIL AC i ION
From: Glenda Saul, Executive Director Subject: PARKING AGREEMENT, VANIR DEVELOPMENT,
THRIFTY BUILDING
..apt: Redevelopment Agency
January 27, 1988
Date:
Synopsis of Previous Commission/Council action:
09-04-72 Redevelopment Agency/City Lease 5 Level Parking Structure
01-21-80 Redevelopment Agency/City Lease Amendment deleting 85 space from lease
05-05-80 Redevelopment Agency/Vanir Lease of 85 spaces in 5 level for thrifty
05-05-80 City/Vanir Maintenance Agreement for 85 spaces
Recommended motion: (MAYOR AND COMMON COUNCIL)
A. Move that the Mayor/Chairperson of the Community Development Commission be
authorized to send a letter to Vanir Research Company notifying them that their
Parking Lease and Maintenance Agreement has automatically terminated with transfer
of the Thrifty Building.
(COMMUNITY DEVELOPMENT COMMISSION)
B. Move that the Mayor/Chairperson of the Community Development Commission be
authorized to send a letter to Vanir Research Company notifying them that their
Parking Lease and Maintenance Agreement has automatically terminated with transfer
of the Thrifty Building.
2�
Signature
Contact person: Glenda Saul Phone: 383-5081
Supporting data attached: YES Ward: 1st
FUNDING REQUIREMENTS: Amount: $ Project: CENTRAL CITY
No adverse Impact on City: Date: FEBRUARY 1, 1988
ncil Notes:
02/01/88
Agenda Item No. 11
S T A F F R E P O R T
Staff and Redevelopment Committee recommended that the Mayor/Chairperson of the
Commission be authorized to notify Vanir Research Company that their lease of 85
spaces within the 5 level parking structure automatically terminated with their
transfer of the Thrifty Building to Sumitomo Bank.
BACKGROUND
Attached is a report from Dennis Barlow, Senior Assistant City Attorney, regarding the
transfer of the Thrifty Building on "E" Street from Vanir to Sumitomo Bank and the
effect this transfer has on the existing agreements with Vanir relating to the use and
maintenance of 85 parking spaces within the 5 level structure.
0984H/SL/rm
02/01/88
CITY OF SAN BERNARDINO - MEMORANDUM
To GLENDA SAUL, Executive Director FromSDENNIS A.A
Redevelopment Agency Date Y Y tty
Subject Parking Spaces Allocated to the Januar `14, 1988
old Thrifty Building
i
App"aved Date 191988
Apparently, the Sumitomo Bank has foreclosed on a trust de one
the old Thrifty building and has taken title pursuant to a .'
Trustee's Deed Upon Sale recorded September 16, 1987. A
prospective purchaser of the property is now questioning if the ROUTING
previously allocated parking spaces in the adjacent 5-level
parking structure will go with the property or are they the Gs
'property' of the original lessee, E. Frank Dominguez, dba SL
Vanir Research Company, who was also the previous owner of the JH G-
old Thrifty building. Apparently, Mr. Dominguez has approachedl,,E
the prospective purchasers offering to assign his lease for a 6L
price. Lv
GC
X The following is a chronology of the activity affecting the CC TO
parking spaces:
September 4, 1972 - RDA leased the 5-level parking structure t
the City for 50 years.
ORi
September 17, 1973 - Letter from Thrifty Realty Company to ROUTE COPY_
RDA requesting that sufficient parking spaces be provided �ps
in the parking structure as part of the sales agreement
for the Thrifty building (taken from a memo by Peter Liu,
City Traffic Engineer, dated 4-26-84) .
September 20 1973 - RDA Resolution No. 2730 approving the
p Thrifty Realty Sales transaction as revised to provide �q
130 parking spaces (Liu memo, 4-26-84: Since RDA had ((JJ
previously leased the parking structure to the City, it
could not provide parking spaces to anyone. Therefore,
this action was invalid) .
September 21, 1973 - Letter from RDA Executive Director P.W.
Quinn, Jr. to Thrifty Realty confirming Board action in
9-20-73 (Liu memo, 4-26-84) .
Spring, 1979 - Vanir purchased the old Thrifty building (Liu
memo, 4-26-84):
July 6, 1979 - Approval by Central City Parking Place
Commission. Parking Place Commission to increase the 130
r_ space allocation to 185 spaces as requested by E. Frank
l Dominguez of Vanir (Liu Memo, 4-26-84) .
PRIDE 4 S -2 6 - -
1N PROGRESS
f Glenda Saul
January 14, 1988 - N
Page Two _
July 9, 1979 - Parking Commission recommendation presented to
Council - Continued to July 23, 1979 (Liu Memo, 4-26-84) .
July 23, 1979 - Council directed City Attorney to prepare .
necessary agreement authorizing 100 parking spaces for
non-exclusive use (3-hour limited parking) at the
southeast corner of the 5-level parking structure. Mayor
vetoed the motion for an additional 85 designated spaces
on the 4th level, but recommended a compromise to lease
85 designated spaces with a charge of 815 per space per
month effective the 8th year, which recommendation was
adopted (Liu Memo, 4-26-84, confirmed by reference to
minutes) .
August 6, 1979 - Pursuant to 7-23-79 action, Resolution of City
allocating 85 parking spaces to building at southwest
corner of parking structure and a resolution of City
• authorizing execution of agreement with RDA designating
85 spaces on the southwest corner of 4th floor of parking
structure for adjacent building. Continued to August 20,
1979.
August 29, 1979 - Resolutions presented August 6, 1979, .and
continued to this date, further continued to September
10, 1979.
September l0, 1979 - Resolutions presented August 6, 1979, and
t zontinued to August 20, 1979, and this date further
continued to September 17, 1979.
-
September 17. 1979 - Resolutions resented August 6, 1979, and
t
continued to August 20, 1979, September 10, 1979, and
this date, further continued to October It 1979.
October It 1979 - Resolutions presented August 6, 1979 and
continued to August 20, 1979, September 10, 1979,
September 17, 19791 and this date, further continued to
October 15, 1979.
October 15, 1979 - Resolutions presented August 6, 1979, and
continued to August 20, 1979, September 10, 1979,
September 17, 1979, October It 1979, and this date,
tabled by Council action.
January 21, 1980 - Council adopted Resolution No. 80-21
authorizing the execution of an amendment to the
September 4, 1973? Agreement with RDA to revert 85
parking spaces back to the RDA, so RDA could lease to H.
CI
Glenda Saul
January 14, 1988
Page Three
Frank Dominguez (Liu Memo, 4-26-84) . RDA approved this
amendment on the same day by Resolution No. 4029, noting
that the purpose was to provide parking for the use by
the building tenants and customers of the Thrifty
building. The subject spaces were at the southwest
corner of the 4th level of the parking structure.
January 28, 1980 - RDA discussion of proposed parking agreement
with H. Frank Dominguez, direction given to counsel to
revise proposal and matter continued to 2-4-80.
February 4, 1980 - Mayor veto of Resolution No. 80-77
authorizing the execution of a parking space agreement
among the City, H. Frank Dominguez and RDA relating to 85
designated parking spaces (Liu memo, 4-2-841 confirmed by
F= review of minutes) .
March 3, 1980 - Council readopted Resolution 80-77 approving in
principle the execution of a parking agreement among
City, H. Frank Dominguez and RDA for the lease of 85
designated parking spaces and setting a public hearing
i (Liu memo, 4-26-84).
April 7, 1980 - Council/Commission joint public herring on
lease to H. Frank Dominguez of 85 parking spaces and
maintenance agreement. Continued to April 21, 1980.
(Liu memo, 4-26-84) .
April 21, 1980 - Joint public hearing set for April 7, 1980,
and continued to this date further continued to May 5,
1980 (Liu memo, 4-256-84) .
May 5, 1980 - Council adopted Resolution 80-180 and Commission
adopted Resolution No. 4071 authorizing execution of an
agreement between themselves and H. Frank Dominguez for
the maintenance of 85 designated parking spaces. The
Council also adopted Resolution 80-181 and the Commission
adopted Resolution No. 4072 approving the lease of 85
spaces between RDA and H. Frank Dominguez (Liu Memo, 4-
26-84 confirmed by review of minutes and documents.
June 9, 1980 - Execution date of agreement previously
authorized on May 5, 19801 by City Resolution 80-1780 and
Commission Resolution No. 4071 relative to maintenance of
85 parking spaces on the 4th level of parking structure.
t This agreement incorporates terms of •April, 1980' lease
t agreement. There is no agreement of that date. See
discussion at the conclusion of chronology.
Glenda Saul
t January 14, 1988
Page Four `- =
February 23. 1980 - Council adopted Resolution 81-69
authorizing execution of agreement between City, RDA and
E. Frank Dominguez for 100 allocated 3-hour limited
parking spaces (Liu memo. 4-26-84) .
April 20, 1984 - LetteD from Peter H. Liu, City Traffic
Engineer, to H. Frank Domginuez noting availability of
building permit for proposed project but that certificate
of occupancy would not be issued until questions
relating to adequate parking solved.
5 �
April 26, 1984 - Memo from Peter H. Liu to Jack Matzer, Jr.,
City Administrator, recommending issuance of building
permit for Fuddrucker 's Restaurant based on sufficient
parking.
April 27, 1984 - Council credited Thrifty building with 185
parking spaces (85 leased, 100 undesignated) .
The reference in the June 91 1980, maintenance agreement to an
"April , 1980' lease agreement can only be construed to mean the
May 5, 1980 lease. The execution of this lease was continued
twice in April and the documents were no doubt drafted
contemporaneously but the 'April" reference was not updated
.. when the documents were signed.
To respond to the basic question, whether or not the parking
lease relates to the subject building, it is clear from the
legislative history on this matter and from the May 5, 1980
lease itself that the purpose of the parking lease was to
provide parking for tenants and customers of the subject
building.
"The object to be attained is the principal factor
.for consideration in in the construction of
contracts. In interpreting a contract a- court's
most important duty, therefore, is to discover the
true meaning of the instrument and to glean
therefrom its purposes and objects. Words, phrases,
and sentences are construed in contemplation of
these purposes and objects." (14 Cal.Jur.IIIi-
"Contracts" , Section 185 - footnotes omitted)
The parking lease is essentially worthless unless it is tied to
some other property. The intent to do that is clear and should
be followed.
Glenda Saul
January 14, 1988 -
Page Five -
{ In addition, -although there are no specific provisions in the
} lease indicating that it 'runs with the land' of the Thrifty
building, since the City has imposed the parking requirement,
all parties are aware that parking is necessary for a
successful operation, and the lease was made specifically for
the benefit of the Thrifty building, equitable principles would
{ require that the new owners receive the benefit of the
allocated parking spaces as long as they assume the attendant
responsibilities.
I would therefore suggest that a certified letter be directed
to Mr. Dominguez advising him that you have recently learned of
the transfer of the Thrifty building and since the intent of
the 1980 parking lease was to benefit that building, the lease
was automatically cancelled upon such transfer.
A new lease should then be offered to the prospective
purchasers tit can be put in escrow if desired) upon the same
basic terms and conditions as the original lease. At that time
I would suggest some clarifying language so that we don't face
similar questions in the future.
DENNIS A. BARLOW
t Sr. Asst. City Attorney
DABtcm