RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Santa Maria City Clerk
110 East Cook Street, Room 8
Santa Maria, CA 93454
S PACE ABOVE THIS LINE FOR RECORDER'S USE
NO FEE PER GOVERNMENT CODE SECTION 6103
SALES AND DISPOSITION AGREEMENT
F
OR THE COOK STREET MIXED USE PROJECT
b
y and between
T
HE CITY OF SANTA MARIA,
a California municipal corporation and charter city
a
nd
Bu
rt E. Fugate, Trustee of the Burt E. Fugate Trust U/D/T 04/30/1998 J
ANUARY 16, 2024
Attachment B
1 THIS SALES AND DISPOSITION AGREEMENT (the “Agreement”) is made and entered into as of January 16, 2024 (the “Effective Date”), by and between the CITY OF SANTA MARIA, a California municipal corporation and charter city (the “CITY”), and Burt E. Fugate, Trustee of the Burt E. Fugate Trust U/D/T 04/30/1998; (“FUGATE” or the “DEVELOPER”) (each a “Party” and collectively the “Parties”) with reference to the following facts.
A. DEVELOPER is the owner of the real property located at the northeast corner of the intersection of East Cook Street and South McClelland St reet in Santa Maria, California commonly known as Santa Barbara County Assessor’s Parcel Numbers 125-320-018 and 125-320-019 (collectively the “DEVELOPER’S Parcels”) more particularly described on the attached Exhibit A.
B. The CITY is the owner of the real property located immediately north of the DEVELOPER’s Parcels commonly known as Santa Barbara County Assessor’s Parcel Number 125 -320-009 (the “ CITY Parcel”) more particularly described on the attached Exhibit B.
C. Included in the CITY Parcel is an area consisting of approximately ten thousand eight hundred ninety (10,890) square feet in a variable width strip located along the southerly boundary of the CITY Parcel , subject to various access, encroachment and storm drain easements , lega lly described on the attached Exhibit B -1 and depicted on the attached Exhibit B-2 (the “Landscape Area.”)
D. Processing the approval of development projects is inherently uncertain and costly; sometimes resulting in a waste of resources, escalation in devel opment costs, discouragement of investment and a reduced commitment to comprehensive planning, ultimately hindering the maximum effective utilization of resources at the least economic cost to the public.
E. The DEVELOPER proposes to acquire the Landscape Ar ea and then to develop both the DEVELOPER’s Parcels and the Landscape Area as a multi -story mixed use apartment and commercial / retail project pursuant to pending Downtown Specific Plan Permit Application DT2022-0017 (together with any subsequent applications to be filed, the “Project Applications”) on file with the CITY and as more particularly described in the attached Exhibit C (the “Project”).
F. Included in the Project will be benefits accruing to the CITY and the public in general in the form of redeve lopment and use of the Landscape Area for an open courtyard for Project residents and patrons of the Project businesses , downtown revitalization, improvements to mass transit, and the like, all as more particularly detailed in the Project Application and the Conditions of Approval as defined in Section 4.c below.
2 G. Subject to this Agreement’s terms and conditions, the CITY is prepared to convey the Landscape Area to the DEVELOPER in exchange for the for the improvements to be made to the Landscape Area and the public benefits to be derived therefrom, as all specified herein.
H. In connection with the proposed Project, DEVELOPER has submitted the Project Applications and will apply to the CITY for all other permit approvals necessary to construct the Project (collectively the “Entitlements”).
I. In accordance with Government Code Section 65864 et seq., the C ITY enacted Santa Maria Municipal Code Chapter 12-51, setting forth the required process for reviewing, processing and approving development agreements, and DEVELOPER and CITY can accomplish their mutual goals by entering into this Agreement pursuant to Government Code §65864 et seq., and Santa Maria Municipal Code Chapter 12-51.
J. The CITY seeks , through this Agreement to promote the most efficient use of resources; to derive the benefits to the CITY and the public in general described in this Agreement, and to establish clear and precise guidance for DEVELOPER and any potential future buyers, developers or users of the Project as established under the Entitlements; so that the DEVELOPER and any potential future buyers, builders or occupants of the Project will have a clear and complete understanding of the Entitlement responsibilities that are applicable to, and necessary for, building out the Project.
K. Assurances to the DEVELOPER that DEVELOPER may proceed with the Project in accordance with specified regulations will strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic cost of development.
L. The CITY has published a notice of intention to consider adopting this Agreement pursuant to Government Code Sections 65090 and 65091 and duly held a public hearing.
M. The CITY finds that:
1. This Agreement is consistent with the goals, objectives, policies, gener al land uses and programs specified in the CITY’S General Plan.
2. This Agreement is compatible with the uses authorized in and the regulations prescribed in the 2015 Downtown Specific Plan.
3. This Agreement is in conformity with public convenience, general welfare and good land use practice.
NOW THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, the CITY and DEVELOPER hereto agree
3 as follows.
1. DEFINED TERMS
4 2. REPRESENTATIONS
5 6
7 8
3. LANDSCAPE AREA DISPOSTION; CONDITIONS PRECEDENT TO CLOSING
9 10
11 12
13 14
15 16
5. SITE CONDITION; ENVIRONMENTAL MATTERS
DEVELOPER’S inspection, examination, survey and review of the Landscape Area shall be at DEVELOPER’S sole expense. DEVELOPER shall provide CITY with copies of all third-patty reports and test results promptly following completion of such reports and testing.
DEVELOPER hereby agrees to notify the CITY twenty-tour (24) hours in advance of its intention to enter the Landscape Area and will provide work plans, drawings, and descriptions of any intrusive sampling it intends to do. DEVELOPER shall keep the Landscape Area in a safe condition during its entry. DEVELOPER shall substantially repair, restore and ret urn the Landscape Area to its condition immediately preceding DEVELOPER’S entry thereon at DEVELOPER’S sole expense. DEVELOPER will not permit any mechanics liens, stop notices or other liens or encumbrances to be placed against the Landscape Area before Close of Escrow, in connection with its site access and / or inspections as provided by this Section 5.a. Without limiting any other indemnity provisions set forth in this Agreement, to the greatest extent permitted by law, DEVELOPER shall indemnify, defend (with counsel approved by CITY) and hold the Indemnitees harmless from and against all Claims resulting f rom or arising in connection with entry upon the Landscape Area by DEVELOPER or DEVELOPER’S agents, employees, consultants, contractors or subcontractors pursuant to this Section 5.a except to the extent arising from the Indemnitees’ gross negligence or willful misconduct. DEVELOPER ’S indemnification obligations set forth in this Section 5.a shall survive the Close of Escrow and this Agreement’s termination, and shall be subject to the additional terms and conditions set forth in Section 7.b below.
17 18
DEVELOPER ACKNOWLEDGES THAT DEVELOPER IS FAMILIAR WITH CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING T HE
RELEASE AND T HAT, IF KNOWN BY HIM OR HER, WOULD H AVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WIT H THE
DEBTOR OR RELEASED PARTY.
BY INITIALING BELOW, DEVELOPER EXPRESSLY WAIVES THE BE NEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 WITH RESPECT TO THE FOREGOING RELEASE:
DEVELOPER’S initials: ________
Notwithstanding the foregoing, the releases and w aivers set forth in Sections 5.a through 5.d above inclusive, shall not relieve CITY of its liability for
19 DEVELOPER’S obligation to indemnif y the Indemnitees shall not be limited or impaired by any of the following:
The provisions of this Section 5.g shall be in a ddition to any and all other obligations and liabilities DEVELOPER may have under Applicable Laws, and each Indemnitee shall be entitled to indemnification under this Section 5.g without regard to whether CITY or that Indemnitee has exercised any rights against any rights against any other party, or pursued any other rights available under this Agreement or Applicable Laws. DEVELOPER’S obligation t o indemnify the Indemnitees under this Section 5.g shall survive any foreclosure proceeding, any foreclosure sale, and any delivery of any deed in lieu of foreclosure. DEVELOPER’S indemnification obligations under this Section 5.g shall not extend to Claims to the extent arising from the Indemnitees’ gross negligence or willful misconduct and are subject to the additional terms set forth in Section 7.b below.
6. DEFAULTS, REMEDIES AND TERMINATION
20 21
22 7. INDEMNITY AND INSURANCE
23 8. MISCELLANEOUS
CITY:
CITY OF SANTA MARIA
110 East Cook
Santa Maria, CA 93454
Attention: City Manager
DEVELOPER:
Burt Fugate, Trustee
P.O. Box 5019
Santa Maria, CA 93456-5019
24 With a copy to (which copy shall not
constitute notice):
CITY OF SANTA MARIA
204 East Cook
Santa Maria, CA 93454
Attention: City Attorney
With a copy to (which copy shall not
constitute notice):
Alexander F. Simas
KIRK & SIMAS
2550 Professional Parkway
Santa Maria, CA 93455
25 26
[Balance of page left blank intentionally.
Signatures follow on next page.]
27 I
N WITNESS WHEREOF, CITY and DEVELOPER have executed and approved this Agreement as of the date set forth below:
DAT
ED: January 16, 2024
CITY OF SANTA MARIA
By: _________________________
Alice M. Patino
Mayor
ATTEST:
_________________________
Sarah Lansburgh
Chief Deputy City Clerk
APPROVED AS TO FORM:
_________________________
Thomas T. Watson
City Attorney
DEVELOPER:
_________________________________
Burt E. Fugate, Trustee of the Burt E.
Fugate Trust U/D/T 04/30/1998
28 ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF SANTA BARBARA )
On ______________, 2024, before me, __________________________, a Notary Public, personally appeared ALICE M. PATINO, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the St ate of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _____________________________ (Seal)
STATE OF CALIFORNIA )
) ss
COUNTY OF SANTA BARBARA )
On ______________, 2024, before me, __________________________, a Notary Public, personally appeared BURT E. FUGATE, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and a cknowledged to me that he executed the same in his authorized capa city, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _____________________________ (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
29 STATE OF CALIFORNIA )
COUNTY OF SANTA BARBARA )
CITY OF SANTA MARIA )
I, SARAH LANSBURGH, Chief Deputy C ity Clerk of the C ity of Santa Maria, DO HEREBY CERTIFY that the following is a true and correct copy of Pages 1 through 29 of the Sales and Disposition Agreement for the Cook Street Mixed Use Project. The Exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for all purposes. The Agreement was duly and regularly approved by said City Council at a regular meeting held January 16, 2024.
__________________________
Chief Deputy City Clerk of the
City of Santa Maria
EXHIBIT A
EXHIBIT A TO
SALES AND DISPOSITION AGREEMENT
FOR THE COOK STREET MIXED USE PROJECT
DEVELOPER’S PARCELS
The following described property in the City of Santa Maria, County of Santa Barbara, State of California.
Lots 6 and 7 of Central City, Tract No. 5133, in the City of Santa Maria, County of Santa Barbara, State of California, as shown on map filed in Book 92, Pages 97 through 103, inclusive, in the office of the County Recorder of said County.
Assessor’s Parcel Numbers 125-320-018 and 125-320-019
EXHIBIT B
EXHIBIT B TO
SALES AND DISPOSITION AGREEMENT
FOR THE COOK STREET MIXED USE PROJECT
CITY PARCEL
The following described property in the City of Santa Mar ia, County of Santa Barbara, State of California.
Lot 5 of Central City, Tract No. 5133, in the City of Santa Maria, County of Santa Barbara, State of California, as shown on map filed in Book 92, Pages 97 through 103, inclusive, in the office of the County Recorder of said County.
Assessor’s Parcel Number 125-320-009
EXHIBIT B-1
EXHIBIT B-1 TO
SALES AND DISPOSITION AGREEMENT
FOR THE COOK STREET MIXED USE PROJECT
LANDSCAPE AREA LEGAL DESCRIPTION
EXHIBIT B-2
EXHIBIT B-2 TO
SALES AND DISPOSITION AGREEMENT
FOR THE COOK STREET MIXED USE PROJECT
LANDSCAPE AREA DEPICTION
[Landscape Area Depiction outlined in red on next page.]
EXHIBIT C
EXHIBIT C TO
SALES AND DISPOSITION AGREEMENT
FOR THE COOK STREET MIXED USE PROJECT
DEVELOPMENT APPLICATION / PROJECT DESCRIPTION
Project shall provide:
Number of units and commercial square footage
• 2,000 (+/-) square feet of ground floor commercial/retail area used as a restaurant. An outdoor dining area may be included in this calculation. • Up to 104 residential units
Architecture and massing
• 6 stories, 70’ in height
• Additional 5-10’ allowed for architectural features such as decorative copulas and roof projections to add interest and break up massing and rooflines.
Amenities for residences
• The residential entry lobby includes a community center, meeting room, mail room and laundry room.
• Onsite enclosed trash and recycle room with drop chutes from the five floors above. • Third Floor community room with access to a roof garden terrace over the Porta Cochere • Floors four and five have a dedicated community room. • The sixth floor provides a multipurpose room, a community kitchen, exercise room and access to a rooftop terrace.
Mass transit improvements
• Reconstruction of bus stop fronting project on Cook Street to provide angled parking for buses, covered bus stop structure in same architectural style as project, seating area under structure, and bus route information signage.
Parking
• 1 space per studio unit
• 2 spaces per 1 and 2 bedroom units
It is anticipated that the City will create a business improvement district or other funding mechanism to defray the maintenance costs associated with the City parking structure. The Project shall participate in whatever funding mechanism is devised.
Residential / commercial courtyard
• Dual use emergency access / courtyard for outdoor dining and passive recreation area using interlocking pavers, grass-crete, and potted plants.
Infrastructure
EXHIBIT C
• City will design and install off-site infrastructure or infrastructure upgrades, as necessary for water supply, sewer supply or any regional drainage that is not required to treat onsite stormwater.
Fee incentives
• Waive all building permit fees by 50%
EXHIBIT D
EXHIBIT D TO
SALES AND DISPOSITION AGREEMENT
FOR THE COOK STREET MIXED USE PROJECT
GRANT DEED
[Form of Grant Deed follows on next page.]
RECORDING REQUESTED BY
Fidelity Title Company
WHEN RECORDED RETURN TO:
(Mail tax statements as specified below.)
KIRK & SIMAS
a professional law corporation
2550 Professional Parkway
Santa Maria, CA 93455
(805) 934-4600
File # 02291.07
SPACE ABOVE THIS LINE FOR RECORDER'S USE
NO FEE PER GOVERNMENT CODE SECTION 6103
GRANT DEED
The undersigned declares that the documentary transfer tax is $-0-. Consideration less than $100.
The land, tenements or realty is located in the city of Santa Maria, Santa Barbara County, California.
PURSUANT TO RESOLUTION NO _______, and for a valuable consideration, receipt of which is hereby acknowledged, the CITY OF SANTA MARIA, a California municipal corporation and charter city , hereby GRANTS to BURT E.
FUGATE, Trustee of the Burt E. Fugate Trust U/D/T 04/30/1998 the following described real property in Santa Barbara County, California:
LEGAL DESCRIPTION CONTAINED ON ATTACHED EXHIBIT A
A portion of Santa Barbara County Assessor’s Parcel Number: 125-320-009
Dated ___________, 2024
CITY OF SANTA MARIA
By: _________________________
Alice M. Patino
Mayor
ATTEST:
_________________________
Sarah Lansburgh
Chief Deputy CITY Clerk
APPROVED AS TO FORM:
_________________________
Thomas T. Watson
CITY Attorney
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF SANTA BARBARA )
On ______________, 202 4, before me, __________________________, a Notary Public, personally appeared ALICE M.
PATINO, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _____________________________ (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
EXHIBIT A
EXHIBIT A TO
GRANT DEED
LEGAL DESCRIPTION
Legal description to be established
A portion of Santa Barbara County Assessor’s Parcel Number: 125-320-009