Reso. No. 2023 SA
PASSED AND ADOPTED this 14th day of November, 2023, by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ABSTAIN: Councilmembers:
____________________________________
Ken Broadway, Mayor
ATTEST:
____________________________
Haley Reid, Acting City Clerk
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To Reso. No. 2023 SA
EXHIBIT A
RESULTANT PARCEL A:
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF ROCKLIN, COUNTY OF PLACER, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PROPERTY DESCRIBED IN THE GRANT DEED TO THE CITY OF ROCKLIN, RECORDED DECEMBER 3, 2010 AS DOCUMENT NO. 2010-0100792, PLACER COUNTY RECORDS, EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:
BEING A PORTION OF BLOCK 10 AS SAID BLOCK IS SHOWN ON THE OFFICIAL MAP OF
THE TOWN OF ROCKLIN, FILED IN THE OFFICE OF THE COUNTY RECORDER OF PLACER COUNTY ON AUGUST 9, 1893 IN BOOK A OF MAPS AT PAGE 28, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHERLY LINE OF ROCKLIN ROAD (FORMERLY GRANITE STREET) DISTANT THEREON 150.00 FEET ALONG SAID LINE FROM THE INTERSECTION WITH THE EASTERLY LINE OF PACIFIC STREET; THENCE EASTERLY, ALONG SAID SOUTHERLY LINE, SOUTH 61°28'52" EAST 20.00 FEET; THENCE LEAVING SAID LINE AT RIGHT ANGLES, SOUTH 28°31'08" WEST
150.00 FEET; THENCE PARALLEL TO SAID SOUTHERLY LINE, SOUTH 61°28'52" EAST 150.00 FEET; THENCE AT RIGHT ANGLES, NORTH 28°31'08" EAST 65.00 FEET TO THE
SOUTHERLY LINE OF THE PARCEL OF LAND DEEDED TO THE CITY OF ROCKLIN AS RECORDED IN VOLUME 2774, AT PAGE 340 PLACER COUNTY RECORDS; THENCE ALONG SAID LINE THE FOLLOWING THREE (3) COURSES:
1) SOUTH 61°28'52" EAST 158.82 FEET;
2) SOUTH 28°31 '08" WEST 65.00 FEET; AND
3) SOUTH 61°28'52'' EAST 15.00 FEET TO THE NORTHWEST CORNER OF THAT CERTAIN PARCEL TO THE CITY OF ROCKLIN RECORDED MARCH 30, 1990 IN BOOK 3863, AT PAGE 296 PLACER COUNTY RECORDS;
THENCE ALONG THE WESTERLY AND SOUTHERLY LINES OF SAID PARCEL (3863/296) THE FOLLOWING SEVEN (7) COURSES:
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EXHIBIT A
1) SOUTH 16°34'21" WEST 110.00 FEET;
2) SOUTH 73°25'39" EAST 20.00 FEET;
3) SOUTH 37°34'44" EAST 40.78 FEET;
4) SOUTH 28°42'08" WEST 50.00 FEET;
5) SOUTH 61°28'52" EAST 5.00 FEET;
6) SOUTH 28°42'08" WEST 20.00 FEET; AND
7) SOUTH 64°30'44" EAST 182.04 FEET TO THE WESTERLY LINE OF THAT PROPERTY DESCRIBED IN THE GRANT DEED TO THE CITY OF ROCKLIN, RECORDED DECEMBER 22, 1987 IN BOOK 3323, AT PAGE 356 PLACER COUNTY RECORDS; THENCE LEAVING SAID SOUTHERLY LINE (3863/296) ALONG SAID WESTERLY LINE (3323/356), SOUTH 28°31 '08" WEST 111.18 FEET TO THE CENTER OF SECTION LINE OF SECTION 19, OF TOWNSHIP 11 NORTH, RANGE 7 EAST, MOUNT DIABLO BASE AND MERIDIAN, AS SAID LINE IS SHOWN ON THE RECORD OF SURVEY NO. 1026, FILED IN BOOK 9 OF SURVEYS AT PAGE 103, PLACER COUNTY RECORDS; THENCE WESTERLY ALONG SAID CENTER OF SECTION LINE, SOUTH 88°51'00" WEST 449.10 FEET; THENCE LEAVING SAID CENTER OF SECTION LINE, NORTH 10°26'20" WEST 56.89 FEET; THENCE NORTH 22°35'10" EAST 226.25 FEET; THENCE NORTH 08°13'52" EAST 80.66 FEET; THENCE NORTH 34°28'02" EAST 109.51 FEET TO A POINT ON A LINE THAT IS PARALLEL WITH AND SOUTHERLY 210.00 FEET FROM SAID SOUTH LINE OF ROCKLIN ROAD (GRANITE STREET); THENCE ALONG SAID PARALLEL LINE, NORTH 61°28'52" WEST 144.00 FEET TO A POINT ON A LINE THAT IS PARALLEL WITH AND EASTERLY 100.00 FEET FROM THE EASTERLY LINE OF SAID PACIFIC STREET; THENCE ALONG SAID PARALLEL LINE, NORTH 28°31'08" EAST 210.00 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION.
SAID PARCEL CONTAINS 129,967 SQUARE FEET OR 2.984 ACRES+/-. 807807
To Reso. No. 2023 SA
EXHIBIT B
Map Depicting the Property
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Office:
3845 S Higuera St, Suite 210
San Luis Obispo, CA 93401
Mailing:
PO Box 1188
San Luis Obispo, CA 93406
November 14, 2023
City of Rocklin
Attn: Sherri Conway, Assistant City Manager
3970 Rocklin Road
Rocklin, California 95677
[email protected]
Re: Letter of Intent / Proposal to Purchase
5255 Pacific Street, Rocklin, California
Placer County Assessor’s Parcel No. 010-170-026-000
Sherri:
The purpose of this letter is to propose terms fo r an affiliate of G3 Concepts, Inc. (“Buyer”) to purchase the real property referenced above (the “Real Property”) from the Successor Agency of the City of Rocklin (Agency). This letter is intended only to outline the material terms and conditions of a proposed purchase and sale transaction, and is not intended to be binding.
This letter, if approved by Seller, will confirm the parties’ mutual intent to enter into a definitive Purchase and Sale Agreement and Joint Escrow Instructions (“Purchase Agreement”) with the following material terms and conditions:
1. Seller: Successor Agency of the City of Rocklin ("Seller").
2. Buyer: An affiliate of G3 Concepts, Inc.
3. Property: Approximately 3.00 acres of land known as the Big Gun Site with the APN of 010- 170-026, as generally depicted as Resultant Parcel A on Exhibit A to this Letter of Intent (the "Property").
4. Purchase Price. The purchase price for the Property will be $995,000 (the “Purchase Price”), payable in cash at close of escrow.
5. Deposits. Buyer will initially deposit $10,000 (t he “Initial Deposit”) in escrow within two business days after execution of the Purcha se Agreement. At Buyer’s option and cost, the Initial Deposit will be placed in an interest-b earing account, with interest accruing to the benefit of Buyer. Until the Due Diligence Date , the Purchase Agreement will be subject to
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G3 Concepts, Inc.
City of Rocklin
November 14, 2023
termination at Buyer’s option, with the Initia l Deposit refundable to Buyer. If Buyer does not deliver a Notice of Approval on or befo re the Due Diligence Date, then the Purchase Agreement will terminate and the Initial Deposit will be refunded to Buyer. If Buyer delivers a Notice of Approval on or before the Due Diligence Date, then Buyer will concurrently deposit an additional $15,000 (t he “Additional Deposit”) in escrow, and the Initial Deposit and the Additional Deposit (the “Total Deposit”) will be applicable to the Purchase Price and constitute liquidated damages if the transaction fails to close as a result of Buyer’s default. At Buyer’s option and cost, the Additional Deposit will be placed in an interest-bearing account, with interest accruing to the benefit of Buyer.
6. Due Diligence Contingency. Buyer’s obligation to purchase the Property will be subject to completion of Buyer’s due diligence and Buyer’s approval of the Property, in its discretion, including soils conditions, environmental ma tters, zoning, use restrictions and other matters, on or before the later of 60 days af ter the Effective Date of a Purchase Agreement or 30 days after receipt of a Phase 2 ESA as provided below (as applicable, the “Due Diligence Date”).
a. To assist Buyer in its due diligence, following mutual execution of this letter, Seller will make available to Buyer, without representa tion or warranty and to the extent not previously provided, copies of certain docu ments in Seller’s possession related to the Property, to be listed on an attachment to the Purchase Agreement; the diligence documents will not include any confidential or privileged documents. b. Seller will also obtain and provide to Buyer a Phase 2 Environmental Site Assessment, consistent with the recommendations in the 2010 Phase 1 Environmental Site Assessment prepared for the City by Youngdahl Consulting Group, Inc. (a “Phase 2 ESA”). Following receipt of a Phase 2 ESA, the parties will endeavor to evaluate and negotiate a cost-sharing agreement for any si gnificant remediation efforts required for development of the Real Property.
c. The Purchase Agreement will also provide Buyer the right to enter onto the Property to complete inspections as it determines appropriate, and will include Buyer’s obligation to provide insurance and to indemnify Selle r for claims, losses and liabilities resulting from such entry.
7. Entitlement Contingencies. Buyer’s obligation to purchase the Property will be subject to the following contingencies.
a. Approval by the City of entitlements (t he “Entitlements”) for Buyer to develop a primarily retail project on the Real Property, with approximately 60,000 square feet of building space (with approximately 60% on th e ground floor), to include (i) a market hall with multiple food service tenants, common dining space and mezzanine event and entertainment spaces, (ii) a two-story retail and office building with street frontage on Pacific Street, (iii) a brewery, distillery an d pub (dining) with interior mezzanine and
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G3 Concepts, Inc.
City of Rocklin
November 14, 2023
exterior patio with deck above, (iv) an inte rior retail building of approximately 10,000 square feet with second floor residential, (v) common area event, gathering and play areas, including a central water tower with public restrooms and project signage, (vi) approximately 90 to 100 onsite parking spaces, with one parking space per unit reserved exclusively for residential units.
b. The parties contemplate that the Entitlements will include Design Review, Environmental Review and any required Conditional Use permits or other land use approvals, and the entitlement process will include approximately 4 to 6 months after the Due Diligence Date for preparation a nd revision of conceptual and schematic sketches, site plans and building elevations for review and comm ent by City staff, culminating in submission of a complete proj ect application, and an additional 12 to 18 months for processing and public hearings for discretionary approval by the City Council. The parties anticipate that the Pu rchase Agreement will include milestones and associated dates for the entitlement process.
c. Approval by the City of a shared public parking arrangement and potential pedestrian easements and boundary adjustments consistent with the Entitlements. The parties contemplate that discretionary approval of such matters will be subject to, and occur concurrently with, approval of the Entitlements.
d. Consideration and potential approval by th e Agency of a cost-sharing agreement for any significant remediation efforts required for development of the Real Property, as determined by the Phase 2 ESA. The parties anticipate that approval of any cost-sharing agreement will occur promptly after the Due Diligence Date.
8. Sale Approval Process: The property that is th e subject of this Letter of Intent is owned by the Successor Agency as it was formerly pr operty owned by the Rocklin Redevelopment Agency. The Successor Agency is required by law to dispose of this property and must first obtain approval of the Oversight Board for the former Rocklin Redevelopment Agency.
The sale will be expressly contingent on approval by Successor Agency and the Oversight Board.
9. Closing Date. The closing of the purchase transa ction will occur 6 months after approval of the Entitlements and Shared Parking Arrangement, subject to an outside date to be agreed on (the “Closing Date”).
10. Title Insurance. Close of escrow will be cont ingent on Buyer receiving a standard coverage ALTA owner’s title insurance policy, in an amount equal to the Purchase Price, insuring Buyer’s ownership of the Property subject to ex ceptions of record and if Buyer obtains a survey, any additional exceptions identified by such survey. Seller will pay the title insurance premium for the title insurance policy , and Buyer will pay the additional cost for any extended or additional coverage and endorsements obtained by Buyer.
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G3 Concepts, Inc.
City of Rocklin
November 14, 2023
11. Escrow, Closing Costs and Pro-Rations. The purchase transaction will be consummated through an escrow to be established at Placer Title Company in Sacramento, California.
Seller will pay County documentary transfer ta xes (if applicable), recording charges for the grant deed, one-half of the escrow fee, and other closing costs customarily paid by sellers in the County. Buyer will pay one-half of the escrow fee and other closing costs customarily paid by buyers. The Purchase Agreement will provide for customary pro-rations, including real estate taxes and assessments.
12. Representations and Warranties. The Pu rchase Agreement will include mutual representations and warranties regarding the st atus and authority of each party. The Purchase Agreement will includ e only limited representation s and warranties of Seller regarding the Property. Subject to Seller’s re presentations and warranties in the Purchase Agreement and to satisfaction of the development contingencies described above, Buyer will purchase the Property on an “as is” basis.
13. Brokerage Commission. At and subject to cl ose of escrow, Seller will pay a brokerage commission to Seller’s Broker, Capital Rivers Commercial (Victor-Manuel Saldana) in accordance with an existing listing agreement. Each party will agree to indemnify the other for any commissions or finder’s fees owed to any other person or entity as result of dealings with the indemnifying party.
14. Liquidated Damages: The Purchase Agreement will provide that if Buyer breaches its obligation to purchase the Property and escrow fails to close by reason of such breach, then Seller’s sole remedy for such breach will be to receive and retain the Deposit.
15. Assignment. Buyer will have the right to assign its rights under the Purchase Agreement to an affiliate of Buyer in which Buyer has a mate rial financial interest and management role; on any assignment, the assignee will assume all of Buyer’s duties and obligations under the Purchase Agreement. Buyer will not otherwise have the right to assign its rights under the Purchase Agreement without Seller’s prior written approval.
This letter is not intended to be a contract or a binding agreement. This letter is intended only as a statement of the present intentions of the parties. Neither party is obligated to proceed with a purchase and sale transaction, and neither pa rty will become obligate d unless and until a definitive Purchase Agreement has been negotiat ed and executed by the parties. The parties anticipate that the Purchase Agreement will include other mutually acceptable terms and conditions, and the negotiations between the part ies will include proposals for such additional terms and conditions. Each party acknowledg es and understands that either party may terminate negotiations at any ti me, without any liability or obligation to the other party, and each party will bear its owns attorneys’ fees and other expenses incurred in connection with the proposed transaction.
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G3 Concepts, Inc.
City of Rocklin
November 14, 2023
We are very much look forward to finalizing this agreement and working with you on this development. If you have any additional questions or comments, please do not hesitate to call our office.
Sincerely,
Taylor Judkins, CEO
G3 Concepts, Inc.
cc: Greg D. Judkins, CEO
Sunmark Capital LLC
Agreed & Accepted by:
Seller: SUCCESSOR AGENCY OF THE CITY OF
ROCKLIN
By: Aly Zimmermann, Executive Director
of the Successor Agency
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