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HomeMy Public PortalAbout06 June 25, 2001 Property055765 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION PROPERTY COMMITTEE (COMMISSIONERS JOHN HUNT, AMEAL MOORE, KEVIN PAPE, RON ROBERTS, JOHN TAVAGLIONE) AGENDA 11:30 a.m. Monday, June 25, 2001 Riverside County Transportation Commission 3560 University Avenue, Ste. 100, Conference Room A Riverside, California 1. CALL TO ORDER 2. PUBLIC COMMENTS 3. APPROVAL OF MINUTES ( MAY 17, 2001) 4. PROPOSED DEVELOPMENT AT THE RIVERSIDE DOWNTOWN METROLINK STATION a) Presentation from John Petry, J. Sanderson Ray Development, Michael Dieden, Creative Housing Associates and Stefanos Polyzoides, of Moule & Polyzoides, Architect and Urbanist 5. REVIEW OF "REQUEST FOR OFFERS" FOR SANTA FE DEPOT 6. CLOSED SESSION ITEMS a) Conference with Real Property Negotiator pursuant to Section 54956.8 Property located at southwest corner of Rudicill and Van Buren Agency: Executive Director or Designee Property Owner: Forrest Theobald, Fleetwood Enterprises 7. ADJOURNMENT MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION PROPERTY COMMITTEE Thursday, May 17, 2001 MINUTES 1. CALL TO ORDER The special meeting of the Property Committee was called to order by Commissioner John Tavaglione at 3:10 p.m., at the offices of the Riverside County Transportation Commission, 3560 University Avenue, Suite 100, Riverside, California, 92501. 2. ROLL CALL Members Present Members Absent John Hunt Ameal Moore Kevin Pape Ron Roberts* John Tavaglione *arrived after start of meeting 3. ELECTION OF OFFICERS M/S/C (Tavaglione/Moore) to elect Commissioner John Hunt as Chairman of the Property Committee. Commissioner Hunt was unanimously elected as the Chairman of the Committee. 4. PUBLIC COMMENTS There were no requests from the public to speak. 5. CLOSED SESSION ITEMS A. Conference with Real Property Negotiator Pursuant to Section 54956.8 1) Property located up to twenty (20) acres immediately adjacent to the existing La Sierra Rail Station Agency: Executive Director or Designee Property Owner: President, Riverside Community College Property Committee Meeting May 17, 2001 Page 2 2) Property located at southwest corner of Rudicill and Van Buren Agency: Executive Director or Designee Property Owner: Forrest Theobald, Fleetwood Enterprises Steve DeBaun, Legal Counsel, announced that there were no reportable actions. 6. ADJOURNMENT There being no further business for consideration by the Property Committee, the meeting was adjourned at 3:55 p.m. Respectfully submitted, Jennifer Harmon Deputy Clerk of the Board AGENDA ITEM NO. 5 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: June 25, 2001 TO: Property Committee FROM: Hideo Sugita, Deputy Executive Director Claudia Chase, Property Agent THROUGH: Eric Haley, Executive Director SUBJECT: Request for Offers - Santa Fe Depot STAFF RECOMMENDATION: Receive and file the Request for Offers for the Santa Fe Depot. BACKGROUND INFORMATION: In April 2001, the Commission authorized staff to declare the Santa Fe Depot as surplus property, initiate the sixty (60) day public agency notification period and offer the Depot for public bid. Having no response from the public agencies, Legal Counsel along with staff has prepared the attached Request for Offer. RIVERSIDE COUNTY TRANSPORTATION COMMISSION REQUEST FOR OFFERS PURCHASE AND SALE OF THE HISTORIC SANTA FE DEPOT June 21, 2001 Riverside County Transportation Commission 3560 University Avenue, Suite 100 Riverside, CA 92501 I. NATURE OF OFFER TO BE SUBMITTED A. The Riverside County Transportation Commission ("RCTC") will be accepting offers for the purchase and sale ("Offer(s)") for the real property located at 3750 Sante Fe Avenue, Riverside, California, 92501 ("Property"). The mandatory format for making an offer is set forth in Exhibit "A" attached hereto and incorporated herein by reference. An historic Santa Fe Depot is located on the Property. B. RCTC reserves the right to reject any or all Offers, to waive any informality or irregularity in any Offer, and to be the sole judge of the merits of each Offer. In the event RCTC elects to reject all Offers, RCTC may elect, in its sole discretion, to engage in a subsequent solicitation of Offers through a subsequent Request For Offers. Offers will be evaluated based on: 1. The responsiveness of the Offer which reflects an understanding of the provisions of this Request For Offers ("RFO"). factor. 2. The Purchase Price, although a significant factor, may not be the dominant 3. Financial viability and capability of the bidders making Offers ("Bidder(s)") to enter into and complete the performance of a purchase and sale agreement ("Purchase and Sale Agreement") for the purchase and sale of the Property. Evidence of such viability shall be set forth in the Bidder Information Form which shall be completed by each Bidder and submitted with an Offer. The mandatory format for the Bidder Information Form is set forth in Exhibit "B" attached hereto and incorporated herein by reference. C. RCTC reserves the right, in its sole discretion, to enter into negotiations with any and all Bidders who submit an Offer. Such negotiations may include, without limitation, the discussion of matters such as the amount and payment of the Purchase Price. No Offer shall include a bid for the Purchase Price of less than Two Hundred Thousand Dollars ($200,000) ("Minimum Bid"). Any Offer including a Purchase Price in an amount less than the Minimum Bid shall be deemed non- responsive. D. Although the final decision will be made by RCTC, the preliminary consideration and evaluation of Offers will be made by RCTC staff and its agents or other representatives. RCTC may require interviews with the top candidates in addition to, or in conjunction with, the negotiations referenced herein. E._ _In the event RCTC elects to reject all Offers, RCTC may elect to sell or otherwise dispose of the Property by any alternate means as RCTC may determine, in its sole discretion. In addition, if RCTC elects to reject all Offers, RCTC may elect, in its sole discretion, to not sell, market, or otherwise dispose of the Property. 1 II. BACKGROUND REGARDING PROPERTY A. RCTC is a public agency formed under the County Transportation Commissions Act set forth in California Public Utilities Code Section 130000 et seq. B. The Santa Fe Depot is located in the City of Riverside, County of Riverside, State of California, described as: Parcel 10 of Parcel Map 26301 as shown by map on file in Parcel Map Book 176, Pages 72 through 81 thereof, Records of Riverside County. Attached as Exhibit "C" is a location map. The Santa Fe Depot opened on the Property in approximately 1927 and is believed to be the only Santa Fe Depot in California designed in the Pueblo Revival style of architecture. The Santa Fe Depot was used for passenger trains until approximately 1967 and was then used as a ticket office until approximately 1971. Subsequently, the Santa Fe Depot was used as a freight station until its closure circa 1983. RCTC purchased the Property from the City of Riverside in 1997. C. The Property has been subject to the applicable procedures for disposition of surplus property as set forth in Government Code Section 54220 et seq. As a result, the Property is now being made available for purchase and sale as described in this RFO. III. SUBMISSION OF OFFERS A. Inquiries All questions relative to this RFO shall be directed to the following individual and address: Claudia Chase, Riverside County Transportation Commission, 3560 University Avenue, Suite 100, Riverside, CA, 92501. All questions relating to interpretation of this RFO of a material nature must be submitted in writing and any responses will be in the form of written addenda to this RFO. RCTC will respond to such inquiries if they are received at the above - mentioned address at least seventy-two (72) hours before the deadline for the submission of Offers. RCTC shall not be bound by, and Bidder shall not rely upon, any oral interpretation or clarification of this RFO. B. Submission of Offers All Offers shall be in writing, sealed in an envelope marked "Offer For Santa Fe Depot"with the above -mentioned address. The sealed envelope containing the Offer must be received by RCTC at RCTC's offices, at the above -mentioned address, no later than 5:00 p.m. on August 21, 2001 ("Offer Deadline"). C._ Earnest Money Deposit An Offer must be submitted with an Earnest Money Deposit in the amount of Twenty-five Thousand Dollars ($25,000) payable to RCTC by certified check or cashier's check payable to RCTC. If RCTC rejects a Bidder's Offer, the Earnest Money Deposit shall be returned to the Bidder within ten (10) working days after RCTC's rejection of said 2 Offer. If RCTC rejects all Offers for the Property, all Earnest Money Deposits received by RCTC shall be returned within ten (10) working days after RCTC's final rejection of all Offers. If RCTC accepts an Offer, the Earnest Money Deposit shall be deemed the "Initial Deposit." The Initial Deposit shall be applied to the purchase price of the Property at the Close of Escrow. In any event, upon acceptance of an Offer, the applicable Earnest Money Deposit shall be deemed the "Initial Deposit" and shall become a non-refundable payment to RCTC. In addition, ifthe successful Bidder fails to perform any of its obligations under the Purchase and Sale Agreement, the successful Bidder shall forfeit all of its rights to purchase the Property. D. Addenda RCTC reserves the right to revise this RFO prior to the Offer Deadline. Revisions, if any, shall be made by written Addenda. RCTC may determine, in its sole discretion, whether an Addendum requires that the Offer Deadline be postponed. The announcement ofthe new date, if any, shall be made by Addenda. Each prospective Bidder shall provide RCTC with a name, address, and facsimile number to which any Addenda may be sent, as well as a telephone number by which RCTC can contact the Bidder. Copies of Addenda will be furnished to all parties who have obtained a copy of this RFO and provided such current information. Bidders are primarily and ultimately responsible for ensuring that they have received any and all Addenda. To this end, each Bidder should contact RCTC's representative, as set forth herein, to verify that it has received all Addenda issued, if any. Bidders must acknowledge receipt of all Addenda, if any, in its Offer. Failure to acknowledge receipt of all Addenda may cause an Offer to be deemed incomplete. E. Withdrawal and Modification Of Offers Prior to the Offer Deadline, an Offer may be withdrawn by means of a written request signed by the Bidder. A Bidder may modify its previously submitted Offer by completing the following procedures prior to the Offer Deadline: (1) withdrawal of the Offer by means of a written request signed by the Bidder; and (2) submission of a new Offer which conforms with all requirements of this RFO. F. Signing of Offers All Offers submitted shall be executed by the Bidder or its authorized representative. If a Bidder is a joint venture or partnership, it will be asked to submit an authenticated Power of Attorney executed by each joint venturer or partner and designating one of the joint venturers or partners as a management sponsor to execute the Offer on behalf of the Bidder. Only that joint venturer or partner shall execute the Offer. The Power of Attorney shall also: (1) authorize that particular joint venturer or partner to act for and bind the Bidder in all matters relating to the Offer; and (2) provide that each venturer or partner shall be jointly and severally liable for any and all of the duties and obligations of Bidder assumed under the Offer and under the Purchase and Sale Agreement. The Offer shall be executed by the designated joint venturer or partner on behalf of the joint venture or partnership in its legal name. IV. TERMS AND CONDITIONS A. Execution of Purchase and Sale Agreement The successful Bidder shall execute a Purchase and Sale Agreement with RCTC upon final acceptance of the successful Offer by RCTC. 3 RCTC shall have control over the drafting and development of the Purchase and Sale Agreement. In the event of a conflict between the provisions of the Purchase and Sale Agreement and this RFO, the provisions of the Purchase and Sale Agreement shall be controlling. B. Terms for Payment of Purchase Price The Purchase Price shall be paid in cash by the successful Bidder as follows: 1. Initial and Additional Deposits The Earnest Money Deposit paid by the successful Bidder shall constitute the non-refundable "Initial Deposit" for the purchase price for the Property, and shall be applied to the Purchase Price at the Close of Escrow. In addition to the Initial Deposit, the successful Bidder shall pay to RCTC the additional sum of Twenty-five Thousand Dollars ($25,000) ("Additional Deposit") on or before the date which is thirty (30) days from the Escrow Opening. The Additional Deposit shall be paid by certified check or cashier's check payable to RCTC. The Additional Deposit shall be applied to the purchase price of the Property at the Close of Escrow. In any event, the Additional Deposit shall be a non-refundable payment to RCTC. 2. Balance of Purchase Price Due on Close of Escrow The remaining balance of the purchase price for the Property, after crediting the Initial and Additional Deposits, shall be deposited by the successful Bidder into Escrow at least three (3) business days prior to the Close of Escrow in cash, by cashier's check, or by wire transfer, payable to RCTC. C. Escrow Escrow shall be opened with Old Republic Title Company ("Escrow Holder") located at 3400 Central Avenue, Suite 100, Riverside CA. 92506, upon delivery to the Escrow Holder of the executed Purchase and Sale Agreement. The Purchase and Sale Agreement shall include, and shall be deemed to operate as, the escrow instructions. The parties will execute any pro forma instructions as Escrow Holder may reasonably require, however, in the event of a conflict, the provisions of the Purchase and Sale Agreement shall govern. Escrow shall be deemed opened as of the date the Purchase and Sale Agreement is deposited with Escrow Holder ("Escrow Opening"). Escrow shall close on the date for completion of the Due Diligence Period as set forth in the Purchase and Sale Agreement and as described in this RFO, unless a longer period of time is needed and the parties agree in writing to extend the time for the Close of Escrow ("Closing Date"). "Close of Escrow" shall mean the date on which the Grant Deed conveying title from RCTC to the successful Bidder is recorded in the Official Records of the County Recorder of Riverside County, California. RCTC and the successful Bidder shall each pay one-half of all escrow fees and costs. The successful Bidder shall pay all recording fees, all documentary transfer taxes, any survey or other due diligence costs, and any other fees and other real estate transaction taxes, fees, or costs by whatever name. D.. _Taxes, Assessments and Other Fees No real property taxes have been assessed against the Property while it has been owned by RCTC, thus there shall be no proration of real property taxes and assessments against the Property. The successful Bidder shall be responsible for all real property taxes and assessments against the Property upon transfer of title, and any 4 supplemental taxes and assessments, and other real property taxes assessed against the Property. E. Title Insurance In accordance with Section G(2) below, the sale of the Property shall be made without any warranty as to title and subject to all liens, easements, encumbrances and other exceptions to title, whether recorded or not. The successful Bidder will have no right to terminate its obligations under its Offer, the RFO and the Purchase and Sale Agreement due to any title issues with the Property. As a result, it is recommended the Bidders conduct any independent investigation and/or due diligence in regard to title to the Property, including without limitation any preliminary title report, prior to submission of an Offer. The submission of an Offer constitutes evidence of Bidder's independent investigation and due diligence with respect to title to the Property. Bidder shall be solely responsible for all costs and expenses in connection with any preliminary title report, policy oftitle insurance, or any other documentation or activity regarding title to the Property. 1. Preliminary Title Report A Preliminary Title Report has been issued by Old Republic Title Company and has been dated as of September 1997. A copy of the Preliminary Title Report is attached hereto as Exhibit "D" and incorporated herein by reference. The successful Bidder shall have twenty (20) days from the Escrow Opening to review the Preliminary Title Report and object, by written notice to RCTC, to any exceptions or matters affecting title to the Property which the successful Bidder determines are unacceptable, in its sole discretion. RCTC shall cause, at its sole cost and expense, all matters objected to by the successful Bidder to be removed from title before the date determined for the Close of Escrow. In the event RCTC does not have such exceptions removed, the successful Bidder shall have the absolute right to terminate the Escrow along with its obligations to purchase the Property. In that event, each party shall be responsible for one-half of the amount of any escrow fees and costs incurred by Escrow Holder as of said date of termination, but in no case shall such termination entitle the successful Bidder to a refund ofthe non- refundable deposits as referenced herein. In the event the successful Bidder elects to "date down," or otherwise update or revise the Preliminary Title Report, any costs or expenses in connection therewith shall be the sole responsibility of the successful Bidder. F. Due Diligence Period 1. Pre -Offer Due Diligence Period; Conference and Site Walk Each Bidder is responsible for conducting an independent inspection, investigation and analysis of the Property and completing any due diligence it feels is necessary in order to make an Offer to RCTC for purchase of the Property. All Bidders will be given the opportunity to inspect and investigate the Property by way of a mandatory Pre -Offer Conference and Site Walk which will be conducted by RCTC on July 10, 2001 at 10:00A.M. Attendees to the Pre -Offer Conference and Site Walk must meet at the Property, located at 3750 Sante Fe Avenue, Riverside, CA at the designated time. Each and every Bidder shall attend the Pre -Offer Conference and Site Walk in order to be permitted to submit an Offer. 5 2. Due Diligence Period During Escrow During the period which is sixty (60) days from the Escrow Opening ("Due Diligence Period"), RCTC shall provide the successful Bidder with access to the Property for the purpose of providing said Bidder an opportunity to investigate the Property and to conduct the due diligence activities described below. The successful Bidder shall indemnify and hold RCTC harmless from and against any and all claims, damages, or liabilities which may arise from any activity conducted on the Property by the successful Bidder during the Due Diligence Period. During the Due Diligence Period, the successful Bidder shall have an opportunity to investigate the Property and conduct, at its sole cost and expense, such investigations, inspections, surveys, analyses, plans, and tests of and related to the Property that said Bidder deems necessary. The opportunity given to the successful bidder to engage in such activities ("Due Diligence Activities") shall not be deemed as a right to terminate, or otherwise opt out of, its obligation to purchase the Property pursuant to the Purchase and Sale Agreement. Due Diligence Activities shall include consideration and analyses of the following: (a) Zoning and land use (b) Preliminary title report receipt and approval (c) Utilities confirmation (d) Review of RCTC's files, if any, regarding hazardous materials. The disclosure and review of any such files shall be pursuant to the California Public Records Act which governs the disclosure of public records of public agencies such as RCTC. G. No Representations or Warranties 1. Third Party Information Each Bidder shall rely upon its own due diligence, independent inspection, investigation and analysis in purchasing the Property and shall not rely upon any oral or written statements or information provided by RCTC or any representative thereof. 2. As -Is Sale The submission of an Offer constitutes evidence of Bidder's independent investigation and due diligence with respect to the Property and shall be evidence of Bidder's acceptance of the Property in an "AS -IS, WHERE IS CONDITION, WITH ALL FAULTS." The sale of the Property shall be made without any warranty, express or implied, and subject to all liens, easements, encumbrances and other exceptions to title, whether recorded or not. RCTC makes no representations or warranties, express or implied, concerning: (i) the condition of the Property; (ii) locations of property lines; (iii) the exact area of the Property; (iv) the condition of any improvementssin the Property; (v) any environmental condition affecting the Property; (vi) any past, present, or potential uses of the Property and any improvements thereon; (vii) existing or future zoning; or (viii) availability of utilities. RCTC does not assume any liability for any possible encumbrances on the Property. 6 3. Efforts to Place Property on Register of Historic Places RCTC will include in the Purchase and Sale Agreement a requirement that the successful Bidder diligently pursue and perform any and all actions necessary in order to maintain the historic integrity of the Property. 4. Hazardous Materials RCTC makes no representations or warranties as to the presence or existence of Hazardous Materials on, under or about the Property or with respect to any violations of any rules, regulations or laws regulating or governing the use, handling, storage, release or disposal of Hazardous Materials including, without limitation any rights or obligations under: (i) the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. §9601 et seq.; and (ii) the Resources Conservation and Recovery Act(RCRA), 42 U.S.C. §6901 et seq.. "Hazardous Materials" includes, without limitation, any hazardous or toxic materials, substances or wastes, such as materials regulated by any local governmental authority, any agency of the State of California or any agency of the United States Government. H. Broker's Fees The successful Bidder will be solely responsible for payment of any finder's fee or commissions to real estate brokers or salespersons used or consulted by the successful Bidder in connection with the purchase of the Property. I. Viability of Bidder RCTC reserves the right to consider the financial viability and general competency of each Bidder to perform the purchase and sale transaction, as well as its reputation within the applicable industry. RCTC may request, and a Bidder shall then provide, a financial statement, audited if necessary, including the Bidder's latest balance sheet and income statement. RCTC expects each Bidder will willfully and truthfully disclose all information required of a Bidder by this RFO and any Purchase and Sale Agreement. 7 EXHIBIT "A" OFFER FOR PURCHASE OF HISTORIC SANTA FE DEPOT 8 OFFER FOR PURCHASE OF HISTORIC SANTA FE DEPOT Claudia Chase Riverside County Transportation Commission 3560 University Avenue, Suite 100 Riverside, CA 92501 In response to the Request For Offers For Purchase Of Historic Santa Fe Depot, dated June 21, 2001 ("RFO"), the undersigned makes this Offer and if this Offer is accepted, the undersigned agrees to enter into a Purchase and Sale Agreement with the Riverside County Transportation Commission ("RCTC") as said Purchase and Sale Agreement shall be developed by RCTC. All of the terms and conditions of the RFO are incorporated herein by reference and made an operative part of this Offer. Purchase Price The undersigned hereby submits an Offer for the purchase of the Property in the amount of: Dollars($ ) This Offer includes the terms and conditions attached hereto by Bidder, if any ("Additional Provisions"). The undersigned acknowledges and agrees that only those Additional Provisions attached to this Offer, if any, shall be considered to be a part of this Offer. In no case shall this Offer and any attached Additional Provisions be contrary to the provisions of the RFO and the Purchase and Sale Agreement. In the event of any conflict between the provisions of: (1) the RFO and the Purchase and Sale Agreement; and (2) this Offer and any attached provisions, the provisions of (1) the RFO and the Purchase and Sale Agreement shall be controlling. In the event of a conflict between the provisions of the RFO and the Purchase and Sale Agreement, the provisions of the Purchase and Sale Agreement shall be controlling. By: Signature Business Street Address Type or Print Name City, State and Zip Code Title Telephone Number 9 EXHIBIT "B" BIDDER INFORMATION FORM 10 BIDDER INFORMATION [Indicate not applicable ("N/A") where appropriate] NOTE: Where Bidder is a joint venture, pages shall be duplicated and information provided for all parties to the joint venture. A. Name of Bidder: B. Type, if Entity: C. Bidder Address: Facsimile Number Telephone Number D. How many years has Bidder's organization been in business under its present name? E Under what other or former names has Bidder's organization operated? F. If Bidder's organization is a corporation, answer the following: Date of Incorporation: State of Incorporation: 11 President's Name: Vice President's Name: Secretary's Name: Treasurer's Name: G. If an individual or a partnership, answer the following: Date of Organization: Name and Address of all partners (state whether general or limited partner): H. If other than a corporation or partnership, describe organization and name principals: 12 EXHIBIT "C" LOCATION MAP FOR SANTE FE DEPOT 13 1 • CITY OF RIVERSIDE, CALIFORNIA • THIS PLAT IS SOLELY ANAID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT IT IS NOT A PART OF THE WRITTEN DESCRIPTION THEREIN. Scale: 1" = 100' Date: 10/31/97 Subject: SANTA FE DEPOT Drawn by: bmark Sheet 1 of 1 ATTENDANCE ROSTER PROPERTY COMMITTEE MONDAY, JUNE 25, 2001 - 11:30 P.M. NAME 64-ezti /44,v /4e,, EL)/L) c.- REPRESENTING TELEPHONE OR E-MAIL # a a-) )fir D�11, C14") 222—S Ti (''r Ac_. 0 / ve ✓S / ��6 Zi g2.6 --„S C/ / ems''N) tsk, Lb oS �}5S i Ooh- O 5 �-�- 67r / zy 1 c Y'-7 e C-)4-4 LTG 901 % 7 C.94e-� yYo (12)q64 114 I goy )ril UI