ORDINANCE NO.:

Transcription

1 ORDINANCE NO.: Authorizing the City Manager to execute a Limited Warranty Deed conveying the improvements (an approximate 300 space parking garage) known as the Bell South Parking Garage constructed on property located between Williams Street, Taylor Street and Huger Street from the City of Columbia to The Taylor Street Company, L.L.C.; a Memorandum of Understanding between the City of Columbia and The Taylor Street Company, L.L.C.; and an Amendment No. 1 to Option, Lease and Parking Agreement to Convey between the City of Columbia and The Taylor Street Company, L.L.C. WHEREAS, the City of Columbia, South Carolina (the "City") presently owns and operates an approximately 300 space parking garage located between Williams Street, Taylor Street and Huger Street also known as the Bell South Parking Carage (the "Carage"); and WHEREAS, the Carage is part of the Off-Street Parking Facilities (as such term is defined in General Bond Ordinance No enacted by the City Council of the City on May 4, 1994, as supplemented, and General Bond Ordinance No enacted by the City Council of the City on November 9, 2005, as supplemented (collectively, the "Bond Ordinances")); and WHEREAS, the Carage is frequently under-utilized by parking vehicles; in fact, the City's operating expenses for the Carage have historically exceeded the revenues generated by the Carage; and WHEREAS, the City proposes to sell the Carage to The Taylor Street Company, L.L.C. (the "Purchaser"), in consideration for the release of certain restrictive covenants and/or easements (the "Restrictive Covenants") on nearby property; WHEREAS, the City is advised that, after release of the Restrictive Covenants, there would be constructed a new parking lot on such nearby property, at no cost to the City, to provide necessary parking for a commercial office building, all of which will promote economic development and benefit the City; and NOW, THEREFORE, BE IT ORDAINED by the Mayor and Council this _ day of -----, 2013, as follows: 1. As contemplated by the Bond Ordinances, it is hereby found and determined that (a) the Carage is described in the above recitals; (b) the rationale for the sale of the Carage is that the City would benefit from the release of the Restrictive Covenants on nearby property in consideration for such sale because, after release of such Restrictive Covenants, a new parking lot would be constructed on such nearby property, at no cost to the City, to provide necessary parking for a commercial office building, all of which will Last revised: 9/10/

2 promote economic development; in addition, because the Garage has historically been operated at a net revenue loss, the City would be relieved of the future burden of continuing to operate the Garage; therefore, the sale of the Garage would be in the best interest of the City; (c) after the sale of the Garage to the Purchaser, the Garage will no longer constitute part of the Off-Street Parking Facilities within the meaning of the Bond Ordinances; and (d) based on the foregoing, the sale of the Garage (i) will not materially affect the operating efficiency of the Off-Street Parking Facilities; (ii) would not materially reduce Net Revenues (as defined in the Bond Ordinances); and (iii) would be for a consideration not less than fair market value. 2. The City Manager is hereby authorized to execute the attached Limited Warranty Deed, Memorandum of Understanding, Amendment No. 1 to Option, Lease and Parking Agreement, and any closing documents necessary to effect the conveyance, in a form to be approved by the City Attorney, between the City and the Purchaser, for the sale of the Garage. Requested by: Approved by: MAYOR City Manager Approv~-m-: ATTEST: City Clerk Introduced: Final Reading: Last revised: 9/10/

3 DEED TO IMPROVMENTS ONLY Prepared by: Callison Tighe & Robinson 1812 Lincoln Street, Suite 200 Columbia, SC STATE OF SOUTH CAROLINA ) ) LIMITED WARRANTY DEED COUNTY OF RICHLAND ) KNOW ALL MEN BY THESE PRESENTS, that the CITY OF COLUMBIA, SOUTH CAROLINA, a duly organized and validly existing municipal corporation and body politic of the State of South Carolina (hereinafter called "Grantor"), for and in consideration of the sum of One Dollar ($1.00), to it in hand paid by THE TAYLOR STREET COMPANY, L.L.C. (hereinafter called "Grantee"), the receipt and adequacy of which is hereby acknowledged, has granted, bargained, sold, and released, and by these presents does grant, bargain, sell, and release, subject to the easements, restrictions, reservations and conditions set forth below, unto the said Grantee, the following described property: The improvements only constructed on the following described real property: All that certain piece, parcel or tract of land, lying and being situate in the City of Columbia, County of Richland, State of South Carolina being more fully described as Tract 2 on a plat entitled Survey for BellSouth Telecommunications, Inc., prepared by Freeland Clinkscales Associates, Inc., dated February 2, 1998 (the Plat). According to the Plat, having the following measurements and boundaries: Beginning at an iron situate on the eastern edge of the right-of-way of Williams Street feet N W from the northeastern corner of the intersection of the right-of-way of Williams Street with the right-of-way of Taylor Street and running north N W for feet to an iron; thence cornering and running north east for a distance of feet to an iron situate on the western edge of the right-of-way of Huger Street; thence cornering and running south east for a distance of feet along the western edge of the right-of-way of Huger Street to an iron; thence cornering and running south west for a distance of feet to the point of beginning. This parcel is bound on the north by property now or formerly of Baker & Baker, Inc., on the east by the right-of-way of Huger Street, on the South by Tract 1 as shown on the Plat, and on the west by the right-of-way of Williams Street. DERIVATION: These improvements being the identical structure constructed by the Grantor pursuant to that certain Option, Lease and Parking Agreement and Agreement to Convey by and between the City of Columbia and BellSouth Telecommunications, Inc., dated October 2, 1996, a memorandum of which is recorded under that certain Memorandum of Option, Lease and Parking Agreement, Agreement to Grant Easement, Grant of License and Easement, and Option to Purchase executed by and between The Taylor Street Company, BellSouth Telecommunications, Inc. and The City of Columbia dated 2/18/1998 and recorded 2/20/1998 in Book R 2 at page 809, Richland County records. Grantee s Address: c/o Taylor Street SPC, Inc. P.O. Box Columbia, SC Attn: John W. Foster TOGETHER WITH all and singular, the rights, members, hereditaments, and appurtenances to the said premises belonging or in anywise incident or appertaining. 1

4 THIS CONVEYANCE IS MADE SUBJECT TO any and all restrictions, reservations, zoning ordinances, easements and other matters that may appear of record, on recorded plats, or from a visual inspection or current survey of the premises (collectively, the Exceptions ). TO HAVE AND TO HOLD all and singular the premises before mentioned unto the said Grantee, his heirs and assigns forever, subject to the Exceptions. AND Grantor does hereby bind itself, its successors and assigns, to warrant and forever defend all and singular the said premises unto the said Grantee, its successors and assigns, against itself and its successors and assigns, and against all persons lawfully claiming by, through or under Grantor, but not otherwise, subject to the Exceptions. WITNESS Grantor s hands and seals, this day of, WITNESSES: Witness 1 Signature Witness 2/Notary Public Signature GRANTOR: CITY OF COLUMBIA, SOUTH CAROLINA, a duly organized and validly existing municipal Corporation and body politic of the State of South Carolina By: Teresa B. Wilson Title: City Manager STATE OF SOUTH CAROLINA ) ) ACKNOWLEDGMENT COUNTY OF RICHLAND ) Personally appeared before me, City of Columbia, South Carolina, a duly organized and validly existing municipal corporation and body politic of the State of South Carolina, and acknowledged the due execution of the foregoing deed. Witness my hand and official seal this the day of, Notary Public for South Carolina My Commission Expires: 2

5 ~~-~~~ MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding, made and entered into by and between The Taylor Street Company, L.L.C. ("Taylor") and City of Columbia ("the City") this day of June, 2013, WITNESSETH THAT: WHEREAS, Taylor is the owner of the AT&T building located at 1600 Williams Street in Columbia, South Carolina, together with the land under the adjacent parking garage, and WHEREAS, 400 Laurel, LLC, is a subsidiary of Baker and Baker Real Estate Developers, LLC ("Baker and Baker"), and the owner of the office building and associated parking at 400 Laurel Street, Columbia, South Carolina ("Baker and Baker Property"), currently being occupied almost entirely by AFLAC, and WHEREAS, the City is the owner of a tract of land located to the west of the Baker and Baker Property, generally known as the "Little Red Schoolhouse Tract," and WHEREAS, Baker and Baker has agreed to purchase the Little Red Schoolhouse Tract from the City, to use to satisfy the parking needs of the building at 400 Laurel Street, and WHEREAS, the City has previously granted to Taylor's predecessor in title certain easement rights over the Little Red Schoolhouse Tract, which rights are also enjoyed by BST under the terms of its lease ofthe AT&T building owned by Taylor, and WHEREAS, all parties are willing to take reasonable steps to permit Baker and Baker to acquire the Little Red Schoolhouse Tract for its parking needs, NOW, THEREFORE, Taylor and the City have in general agreed to the following: 1. Taylor will release its rights to the Little Red Schoolhouse Tract and will obtain the necessary releases from BST and others having any interest thereon or lien thereon, relinquishing any rights which they have in the Little Red Schoolhouse Tract, and 2. Upon its determination that Taylor has secured appropriate releases from all parties having an interest in, or a lien upon, the Little Red Schoolhouse Tract, the City will transfer fee simple ownership to the AT&T parking garage to Taylor, and 3. This will permit the City to convey the Little Red Schoolhouse Tract to Baker and Baker, subject only to the Department of Interior restriction which encumbers the western half of that tract until such restriction can be released. 1

6 IN WITNESS WHEREOF, this Memorandum ofunderstanding has been executed by the parties on the day and date first above-written. WITNESSES: THE TAYLOR STREET COMPANY, L.L.C. (SEAL), CITY OF COLUMBIA (SEAL) By: Its: \MemofUnd. 2

7 STATE OF SOUTH CAROLINA ) ) COUNTY OF RICHLAND ) AMENDMENT NO. 1 TO OPTION, LEASE AND PARKING AGREEMENT AND AGREEMENT TO CONVEY THIS AMENDMENT NO. 1 ("Amendment") TO OPTION, LEASE AND PARKING AGREEMENT AND AGREEMENT TO CONVEY ("Option"), made and entered into this day of, 2013, by and between the City of Columbia, South Carolina, a duly organized and validly existing body politic of the State of South Carolina (hereinafter referred to as the "City") and The Taylor Street Company, L.L.C., a South Carolina limited liability company (hereafter referred to as the "Taylor") WITNESSETH THAT: WHEREAS, by Option, Lease, Parking Agreement and Agreement to Convey ("Option") the City did enter into certain agreements with BellSouth Telecommunications, Inc. (hereinafter referred to as "BST"), related to parking for the office building to be constructed by or on behalf ofbst on the site described therein, and WHEREAS, Taylor is the successor to BST under the terms of the Option, and WHEREAS, the parties hereto have reached certain agreements regarding the amendment of the Option and desire to reduce the same to writing, NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that for and in consideration of the mutual covenants and agreements hereinafter carefully set forth, the Option be and the same hereby is amended as follows: 1. Notwithstanding anything contained in the Option to the contrary, the parties hereto do hereby agree that: (a) the City will convey the Parking Garage, as described in the Option to Taylor, which is situate on land belonging to Taylor; (b) in consideration of the conveyance by the City of the Parking Garage, Taylor agrees that it will surrender, cancel and terminate all of its rights in and to the Parking Area shown as Tract "3" on Exhibit "C" to the Option, which area is now known as the "Little Red Schoolhouse" tract, and terminate the interests of all parties holding an interest in, or a lien upon, the Little Red Schoolhouse tract; (c) all conveyances described in this Amendment shall be based upon current surveys of the properties involved, prepared at no cost to the City; (d) each party will convey its property or rights to the other, free and clear of liens 1

8 and claims of others; (e) each party hereto shall bear the closing costs usual and customary in Richland County, South Carolina, and any real property taxes on any property that is conveyed shall be prorated to the date of conveyance; (f) each party shall pay its own attorney's fees in connection with the preparation of this Agreement and the closing contemplated hereby; (g) the closing contemplated by this Amendment shall be held in a place and time designated by Taylor, within thirty (30) days after the enactment of an Ordinance approving the execution of this Amendment. 2. Except as herein provided, the Option shall remain of full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day an date first above-written. WITNESSES: CITY OF COLUMBIA, SOUTH CAROLINA [SEAL] By: Its: THE TAYLOR STREET COMPANY, L.L.C. [SEA.t--+--, Inc., its Manager \AmendmentNo.1 tooption 2