00-0801_STROSCHER ENTERPRISE_Agenda Report_D9 8/21/2007
AGENDA REPORT D9
TO: Dave Adams, City Manager
FROM: Douglas D. Dumhart, Economic Development Manager
SUBJECT: Consideration of Revised Second Amendment to License Agreement for
Temporary Public Parking on the Former Walnut Grove Restaurant Property-
(Stroscher G3, LLC, APN 124-170-12)
RECOMMENDATION:
By motion, approve the revised Second Amendment to the License Agreement to add
temporary public parking on the former Walnut Grove Restaurant property.
SUMMARY:
The city and property owner of the former Walnut Grove Restaurant site had agreed to use
the site for temporary public parking until redevelopment of the property could occur.
Costs for the temporary parking lot improvements over the entire site were higher than
anticipated. Council elected to redirect the funds to contractual improvements needed at
the Capistrano Depot lot. In making their motion to abandon the Second Amendment to
use the Walnut Grove site, Council inquired about use of just the improved portion of the
Walnut Grove parcel.
The property owner is receptive to using only the paved portion of the Walnut Grove
property for public parking and a revised Second Amendment is being agendized for City
Council consideration.
BACKGROUND:
On August 1, 2000, the City approved a License Agreement with Stroscher Enterprise,
LLC, a family partnership, to place a temporary public parking lot on the northeast
corner of EI Camino Real and Ortega Highway, site of the former Arco fueling station.
The temporary public parking lot was put in place to accomplish several goals. They
were:
a. To eliminate a blighted nuisance created in the heart of the Downtown when the
gas station was razed in 1999.
b. To create additional public parking to meet the increasing demand in the
Downtown.
Agenda Report August 21, 2007
Page 2
c. To place a desirable temporary use on the property until a future redevelopment
project could be fostered with the family partnership and remaining business
interest.
Immediately adjacent to this temporary parking lot was the former Walnut Grove
Restaurant. The Walnut Grove Restaurant was closed in 2004 and its leasehold
interest extinguished. The building was razed in September of 2005. The family
partnership which owns these properties was reorganized in 2006. The City has been
approached by the current licensor, Stroscher G3, LLC, the successor in interest from
Stroscher Enterprise, LLC, about adding the former Walnut Grove Restaurant property
to the temporary public parking area.
On December 5, 2006, City Council approved the Second Amendment to the License
Agreement that provided for improvements to the existing parking lot which would have
added another 60 spaces to the public parking inventory. The final estimates for
completion of the project were higher than anticipated. On June 5, 2007, rather than
increase the commitment for temporary improvements, Council terminated the Second
Amendment to the License Agreement. Staff is recommending the City Council
consider a revised Second Amendment to the License Agreement with Stroscher G3,
LLC, to provide for an additional 35 temporary public parking spaces.
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
No commission review is required.
FINANCIAL CONSIDERATIONS:
In exchange for making the Walnut Grove property available to the City at no additional
cost, the City would make the necessary temporary improvements such as weed and
debris removal, new slurry coating and restriping and assume responsibility and liability of
fifty percent of the property. Slurry and restriping of the existing parking lot are anticipated
to cost $3,850.00 and monies are available in parking fund account number 31-62419-
4455 to cover these nominal costs.
NOTIFICATION:
Gretchen Stroscher-Thomson, Stroscher G3, LLC.
Agenda Report August 21, 2007
Page 3
RECOMMENDATION:
By motion, approve the revised Second Amendment to the License Agreement to add public
parking on the former Walnut Grove Restaurant property.
Respectfully submitted, Prepared by:
Douglas D. umhart Joan A. Ross
Economic Development Manager Administrative Coordinator
Attachments 1: Revised Second Amendment to License Agreement
2: License Agreement and First Amendment
REVISED SECOND AMENDMENT TO THE
LICENSE AGREEMENT
FOR GENERAL PUBLIC PARKING
This revised Second Amendment to the General Public Parking License Agreement is
made and entered into this 21 st day of August 2007, by and between the City of San Juan
Capistrano (the "City"), and Stroscher G3, LLC, a California limited liability company, and
Gretchen Stroscher Thomson, as Trustee of the Thomson Family Trust u/d/t dated October
8, 1990 (collectively, the "Licensor").
RECITALS
WHEREAS, on August 1, 2000 the City and Licensor's predecessor-in-interest
entered into a License Agreement for temporary public parking on the corner of EI Camino
Real and Ortega Highway (APN 124-170-14), hereinafter "Original Agreement," and,
WHEREAS, on October 1, 2004 the City and Licensor's predecessor-in-interest
executed the First Amendment to the original agreement modifying the monthly
consideration in the existing agreement; and,
WHEREAS, Licensor controls the adjacent parcel known as APN 124-170-12 the
location of the former Walnut Grove Restaurant; and,
WHEREAS, Licensor has approached the City about including this parcel to the
License Agreement for expanded public parking until such time as licensor is ready to
redevelop its property; and,
WHEREAS, the City desires to use the property at the recently demolished Walnut
Grove Restaurant site to provide additional parking alternatives for the residents and the
patrons of the City's downtown businesses; and,
WHEREAS, the City supports the purpose of providing safe, convenient and
adequate parking facilities for its residents and businesses.
NOW, THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by this reference, and the terms, covenants, and conditions set forth in
this revised Second Amendment, the Parties hereby agree as follows:
SECTION 1.
Section 1, of the Original Agreement entitled "Grant of License" and its First
Amendment shall be amended to include the former Walnut Grove parking lot area on the
top portion of the L-shaped lot at the former Walnut Grove Restaurant site commonly
known as APN 124-170-12 shown on Exhibit A attached to and incorporated herein for all
Page 1 of 2
ATTACHMENT 1
purposes of said agreement.
SECTION 2.
In exchange for use of the property, the Licensee shall remove weeds and debris
and reslurry and restripe the lot on this site and pay the pro-rata share of (50%) fifty
percent of the property taxes assessed upon APN 124-170-12 for the term of the
Agreement. It shall be the responsibility of the Licensee to maintain the property in a
useable, safe condition, in good repair and free of garbage, litter, debris or weeds.
SECTION 3.
During the term of the license, the city shall maintain commercial liability insurance
for APN 124-170-12 and APN 124-170-14 in amounts reasonably acceptable to licensor,
which insurance policy shall name licensor as an additional insured.
SECTION 4.
All other terms and conditions of the said Original Agreement and its First
Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first written above.
City of San Juan Capistrano Stroscher G3, LLC
Sam Allevato, Mayor Gretchen Stroscher Thomson, as
Trustee of the Thomson Family Trust
u/d/t dated October 8, 1990
ATTEST:
Margaret R. Monahan, City Clerk
Approved as to Form:
John Shaw, City Attorney
Page 2 of 2
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EXHIBIT A
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LICENSE AGREEMENT
FOR GENERAL PUBLIC PARKING
This License Agreement, hereinafter("License") is made on the 1 st day of August,
2000, by and between Stroscher Enterprise, a California General Partnership, hereinafter
referred to as Licensor,and the City of San Juan Capistrano,a municipal corporation, duly
organized and existing under and by virtue of the laws of the State of California,hereinafter
referred to as Licensee.
Whereas, the Licensor is the owner of a vacant parcel of land located on the corner
of EI Camino Real and Ortega Highway in Downtown San Juan Capistrano, formally
known as the ARCO fueling station site; and,
Whereas, it is in both parties' interest to ensure the economic vitality of the
Downtown establishments by ensuing adequate parking inventory and traffic circulation for
their patronage; and,
Whereas, the Licensee desires to utilize Licensor's real property, for the creation
of temporary general public parking and Licensor is agreeable to said use.
Now, therefore, be it mutually resolved, between the Licensor and Licensee as
follows:
Covenants
Section 1. Grant of License:
Licensor hereby grants to licensee a license entitling Licensee to utilize Licensor's
real property located on the northeast corner of Ortega Highway and EI Camino Real and
more particularly described as Assessor's Parcel No. 124-170-14 and graphically depicted
on Exhibit 1, attached to, and incorporated by reference to this license agreement, for
public parking purposes.
Section 2. Use of Property:
Licensee shall be entitled to use the property 24 hours a day, seven days a week,
and to make it available to the general public for parking purposes, and for no other
purpose. Licensee shall be responsible for enforcement of vehicle parking at all times
during this license. It is anticipated that Licensee will make improvements to the subject
real property to facilitate the use of the real property as a parking lot. The cost of
improvements, up to a maximum of$45,000, will be depreciated on a straight-line method
over the first thirty-six months, for the purposes set forth in Section 3.
Page 1 of 4
ATTACHMENT 2 SD
Section 3. Term:
The term of this license shall be for three (3) years commencing August 1, 2000.
The license shall continue thereafter on a month to month basis unless terminated by
either party by giving the other party thirty (30) days written notice of termination. In the
event Licensor terminates the License prior to the expiration of the original term of 36
months, Licensor shall be obligated to pay Licensee the remaining prorated cost of
improvements. For example, if the cost of improvements are $45,000 and the License is
terminated effective month 24,then the Licensor shall be obligated to pay the Licensee the
unused portion or $15,000 (12 months times $1250.) Licensor may elect to offset this
amount against any unpaid sums owed by the Licensee, subject to the terms and
conditions set forth in Sections 4 and 5. Licensee agrees that if the costs of improvements
exceed $45,000, then the Licensee shall be solely responsible for that amount and shall
not be included in determining the amount owed by Licensor.
Section 4. Consideration:
As consideration forsaid License,Licensee shall pay licensor$4,500.00 in advance,
on or before the first day of each month for the first six months commencing August 1,
2000, and $3,000.00 per month in advance, on or before the first day of each month for
each month thereafter during the term of the license. So long as the Licensor owns and
operates the Mission Inn Motel located at 26891 Ortega Highway, monthly consideration
shall be credited first against any and all outstanding Transient Occupancy Tax owed by
the Licensor to the Licensee under Section 3, Article 6 of the Municipal Code.
In addition to the foregoing rent, Licensee shall pay the pro-rata share of the
property taxes assessed upon the premises for the term of the License Agreement.
Licensee shall pay its pro-rata share to the County Assessor/Tax Collector within thirty(30)
days of receipt of Licensor's request for payment accompanied with the Assessor/Tax
Collector's statement thereof.
Section 5. Additional Consideration, Maintenance and Operation:
Licensee shall make minor paving improvements to facilitate the use of the property
for public parking. It shall be the responsibility of the Licensee to maintain property in
useable safe condition, in good repair and free of garbage, litter, debris or weeds which
may accumulate upon the premises. In the event of destruction or damage to the
licensors' premises by an insured casualty or event, so that premises becomes wholly or
partially unusable this license Agreement shall terminate, and Licensor's duties to
reimburse Licensee under Section 3 herein shall not apply.
Page 2 of 4
Section 6. Assignments:
Licensee shall notassign,sell,transferor hypothecate its interest under this License
Agreement.
Section 7. Attorneys Fees:
In the event that Licensor or Licensee is required to file legal action to enforce the
terms of this agreement, the prevailing party shall be entitled to all costs incurred in
connection with such action, including reasonable attorney's fees.
Section 8. Notices:
Any notice required to be served pursuant to this License Agreement shall be
effective upon posting in the United States mail, first class, with postage prepaid,
addressed as follows:
Ted Stroscher City Manager
Stroscher Enterprise Partnership City of San Juan Capistrano
31882 Del Obispo, Suite 200 32400 Paseo Adelanto
San Juan Capistrano CA 92675 San Juan Capistrano CA 92675
Section 9. Indemnification:
Licensee shall hold harmless, indemnify and defend Licensor,its Partners,officers,
employees agents, and successors from all liabilities, penalties, losses damages, costs,
expense,causes of action,claims and/or judgements arising out of the negligence or willful
misconduct of Licensee, its agents, employees contractors and invitees, or activities
pursuant to this License Agreement.
Section 10. Entire Agreement:
This License Agreement contains the entire agreement of the parties and any
agreement or representations affecting the premises,the duties of Licensor and Licensee
not expressly set forth herein, is null and void. Amendments can only be made by writing
and executed by both parties.
Page 3 of 4
In Witness Whereof,the parties have read and understood the above License Agreement.
City of San Juan Ca istrano (Licensee):
-ze- -o'
C ene C4woell, "yor
Stroscher Enterprise Partnership {Licensorl:
Theodore H. Strosc er, artner
Approved as to Form:
John ShaW, City Attorney
Attest_
Cheryl Jo ns i Jerk
Page 4 of 4
�.N
FIRST AMENDMENT TO
LICENSE AGREEMENT
FOR GENERAL PUBLIC PARKING
This First Amendment to the License Agreement, hereinafter("Amendment"} is
made on the V*day of October 2004, by and between Stroscher Enterprise, a
California General Partnership, hereinafter referred to as Licensor, and the City of San
Juan Capistrano, a municipal corporation, duly organized and existing under and by
virtue of the laws of the State of California, hereinafter referred to as Licensee.
Whereas, on or about August 1, 2000, Licensor and Licensee entered into that
certain License Agreement(°License') covering that certain parcel of land located at
the comer of El Camino Real and Ortega Highway in San Juan Capistrano, described
as Assessor's Parcel Number 124-170-14; and
Whereas, Licensor and Licensee desire to hereby amend certain provisions of
the License.
Now, therefore, be it mutually resolved, between the Licensor and Licensee
as follows:
Covenants
Section 4. Consideration:
Commencing October 1, 2004, the monthly consideration shall increase to
$6,000.00 per month in advance, and shall continue for 36 months. Commencing
October 'l, 2007 the monthly consideration shall decrease to$3,000.00 per month in
advance. All other terms and provisions of Section 4., and the other Sections of the
License, shall remain unchanged and in full force and effect.
SD
In Witness Whereof, the parties have read and understood the above Amendment.
City of San Juan Capistmno_( icensee)•
Joe Soto, ayor
Stroscher Enterprise Partnershif) (Licensor):
The dors H. oscher, Partner
Approved as to Form
John S , City Attorney
Asst:
el
eg onahan, City Clerk