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HomeMy WebLinkAboutR-8588 Acquisition of Conservation Easement on Guidetti Ranch (West Portion)RESOLUTION NO. 8588 (1.996 Series) RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO AUTHORIZING THE ACQUISITION OF A CONSERVATION EASEMENT ON REAL PROPERTY COMMONLY KNOWN AS THE GUIDETTI RANCH (WEST PORTION) WHEREAS, The City of San Luis Obispo ( "the City") is a California Charter Municipal Corporation; and WHEREAS, the City, acting through its City Council and through adopted public procedures has determined that certain lands surrounding the City of San Luis Obispo are important to the scenic character, healthy natural environment, and economic and social well -being of the community and its citizens, and has designated these lands as the San Luis Obispo Greenbelt; and WHEREAS, within said Greenbelt, the City seeks to preserve and conserve characteristics such as visual quality, wildlife habitat, a healthy agricultural economy, and rural setting through a variety of techniques and programs, including dedication of lands or conservation easements or purchase of same; and WHEREAS, John Guidetti, ( "the Seller") is owner of certain lands which lie partially within said Greenbelt, and which lands in their entirety are of scenic, ecological, and agricultural value to the City and County of San Luis Obispo; and WHEREAS, Seller is desirous of retaining such values of the property, and has reached agreement with the City regarding sale of certain rights of future development and resource management potential (referred to hereinafter as the "Conservation Easement "), which sale in the judgement of the City Council would act to preserve the values indicated above and serve an important municipal purpose; and WHEREAS, this transaction has been determined to be exempt under the California Environmental Quality Act as a Class 25 exemption, and has been determined to be consistent with the General Plan by the Planning Commission of the City of San Luis Obispo. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Luis Obispo hereby: Authorizes and directs the Mayor of the City of San Luis Obispo and City staff to sign any and all documents necessary and appropriate to complete the above- referenced transaction. Approved and adopted this 1st day of October, 1996. D_ASAR Resolution No. 8588 (1996 Series) Page 2 On motion of Council Member Roalman� seconded by Council Member SmiMd on the following roll call vote: AYES` Council Members Roalman, Smith and Mayor Settle. NOES: Council Members Romero and Williams ABSENT: None The foregoing resolution was adopted this _ -1st day of October , 1996. i Allen K. Settle, Mayor ATTEST: r R %. ,. _� _�/M 1,., APPROVED AS TO FORM: F'F -. 0 W-1 .10 O 4h PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT is entered into by and between theCITY OF SAN LUIS OBISPO ("Buyer"), a California Charter Municipalcorporation, and JOHN GUTDETTT ("seller"), pursuant to ttrefollowing RECITALS WHEREAS, Buyer is a California Charter Municipal Corporation, and WHEREAS, Buyer, acting through its City Council and through ad.optedpublic procedures, has determined that certain lands surrounding !h"_Clty of San Luis Obispo are important to the scenic character,healthy natural environment, and economic and social wellbeing ofthe community and its citizens, and has designated these land6 asthe San Luis Obispo Greenbelt, and WHEREAS, within said Greenbelt, Buyer seeks to preserve andconserve characteristics such as visual quality, wildlife habitat, a _healthy agricultural economy, and rural setting through a varietyof techniques and programs, including dedication o? lands oiconservation easements, or purchase of same, and WHEREAS, Seller is owner of certain lands which lie partiallywithin said Greenbelt, and which l-ands in their entireiy are oiscenic, ecological, and agricultural- value to the city anb countyof San Luis Obispo, and WHEREAS, serrer is desirous of retaining such values of theproperty, and has voluntarl-ly approached Buyer regarding sare ofcertain ,rights of future development and resource managementpotential (referred to hereinafter as the "Conservation Easemeot"),which sal-e in the judgement of Buyer woul-d act to preserve theval-ues indicated above and serve an important municip-at purpose. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: crrY oF sAN LUrs oBrsPo ("Buyer"), hereby agrees to purchase, and ,JOHN GUTDETTT ("seller"), hereby agrees to sel1, a portion ofSeller's right, title and interest in that certain real property inthe County of San Luis Obispo, as described in Exhibil ttflz attacneOhereto and incorporated by reference. said property shal_lhereinafter be referred to as the "property", and said portion ofsel-ler's right, title, and interest in said property [o be so]_dshall hereinafter be referred to as the "Conservation Easement".The parties further agree that said PURCHASE AItrD SALE AGREEMENTshall be made subject to the specific terms and cond.itions outlinedbelow. 1. Purchase Price and Terms The purchase price for the Conservation Easement shall- be FourHundred Thousand Dollars ($400,000.00), payabre in the form of a cashier's or certified check, payable to Escrow Ho1der, which sha1Ibe deposited by Buyer into Escrow not l-ess than one (f) day priorto the Closing Date, &s defined below. 2.Conditions Precedent. Buyerr s obligation to purchase the Property is expresslyconditioned upon the occurrence and satisfaction of each of thefollowing conditions, each of which is deemed exclusively for thebenefit of Buyer: (a) Title Report.Buyerfs approval of the exceptions to title setforth in a CLTA preliminary title report for the Property (the "Preliminary Title Report"). Buyer shal-l have thirty (30) daysafter the receipt of the Preliminary Title Report, and copies ofall document referenced therein, to provide to SelIer writtennotice of Buyer's disapproval of any title exception. Any titleexception not so disapproved shall be deemed approved, providedthat if a Supplemental CLTA title report is issued showing anyexception not shown on the Preliminary Title Report, Buyer shall- have an additional ten (10) caLendar days after receipt of suchSupplemental Report to approve or disapprove any such titleexception. If Buyer disapproves any title exception, SeIler shallhave no obligation to cure such disapproval (except that SeLlershal-I be obligated to remove any l-iens) but Seller may elect, bywritten notice to Buyer within five (5) calendar days after receiptby Seller of such notice of disapproval, to attempt to remove such disapproved items. If Sell-er is unable within a reasonable time to accomplish such cure or removal, or if SeIler elects not to attemptto so cure or remove (which election shall- be communicatdd to Buyerwithin ten (10) days after receipt of Buyer's notice ofdisapproval), then Buyer may elect to (i) terminate its obligations under this Agreement by providing written notice to Sel1er, or (ii) waive its objections to such exception, or (ij-i) elect to correct any such disapproved exception itself, in which case Sell-er shalt use its best efforts to assist Buyer whenever Buyer may request inorder to cure any such defect, provided that Sell-er shall incur no monetary obligations in connection with such cure, and provided escrow shall- be extended for a reasonable period in which to effect such cure. (b) Inspection and Approval of Property.Buyerrs inspection and approval of the Property and all i-mprovements thereon, including atBuyer's optlon and expense, a noise study, a survey, a soilsinvestigation, a Phase I or Phase II environmental report or anyother investigation that the Buyer deems necessary. Thi-s conditionshall be deemed approved if Buyer does not send written notice ofdisapproval to Sel-Ier within thirty (30) days after the opening ofEscrow. If Buyer discovers through its investigations any defects on the Propertyr or improvements thereon, which it disapproves of, Sell-er shal-l have no obligation to cure such defects but Seller mayel-ect, by written notice to Buyer within five (5) calendar daysafter receipt by Seller of such notice of disapproval, to attempt to cure such disapproved defects. If Seller is unable within areasonable time to accomplish such curer or if Seller elects not toattempt to cure said defects (which election shal-I be communicatedto Buyer within ten (10) days after receipt of Buyer's notice ofdisapproval), then Buyer may elect to (i) terminate its obligations under this Agreement by providing written notice to Seller, or (if) waive its objections to such defects, or (iii) elect to correct any such disapproved defects itself, in which case Seller shall- use itsbest efforts to assist Buyer whenever Buyer may request in order tocure any such defect, provided that Seller shall incur no monetaryobligations in connection with such cure, or (iv) the Parties mayenter into additional negotiations, as may be mutually acceptable,concerning an adjustment to the purchase price, allocation of risk,or contribution to the costs to cure or other matters, and provided escrow shal-I be extended for a reasonabl-e period of time to effect such negotiations. 3. Escrow and Deposit. (a) Closing Date.This purchase and sale shall close upon therecordation of the Deed of EasemenL to Buyer (the "Close ofEscrow") . The Close of Escrow shall- occur on or before sixty (60) days (the "Closing Date") after a copy of this agreement (executed by both Buyer and SelLer) is deposited with the Escrow Holder, butno later than October 30, 1996, unless extended by mutual agreementof the parties, or as otherwise provlded herein. In no eventshal-I Seller be required to extend the Closing Date. Time is ofthe essence in this Agreement. (b) Escrow Holder.Within five (5) business days after theexecution of this Agreement, Buyer and Sell-er shall jointly open anEscrow for the consufirmation of the purchase and sale of theProperty with Chicago Title Company, I2L2 Marsh Street, San LuisObispo, California 93401 ("Escrow Holder") The Escrow shall be deemed to be "opened" as of the date on which a copy of thisAgreement (executed by Buyer and Seller) is deposited with Escrow Hol-der (c) Escrow Instructions. Although Escrow Holder may requirefurthe ns executed by Buyer and Sellei tocl-arify the duties and responsibilities of Escrow Holder, doy suchfurther instructions shaLl- not modify or amend the provisions ofthis Agreement unless any such instructions expressly provide thatthey are intended to amend or modify the provisions of this Agreement. (d) shall Title Insurance.e conveye v The Conservation Easement on the Property ed of Easement. The Conservation Easementshall be insured by a CLTA owners policy in the amount of thepurchase price, showing title to the Conservation Easement vestedin Buyer, subject only to those exceptions specified in thePrel-iminary Title Report and/or Supplemental Report and accepted byBuyer. Buyer shall pay any premiums associated with said policy oftitle insurance. (e) Fees and Taxes. Bu yer agrees to pay all documentary transferaxes and recording fees. Escrow fees shall be borne equaIly. Its anticipated that the sal-e of the Conservation Easement shall- not ti (b) term have any bearing on property taxes owed or due upon the property, and Sel-ler shall therefore remain fully responsible for all realproperty taxes burdening the property. 4. Representations, Wananties, Agreements and Disclaimers. (a) Authorized Re resentative. Bu yer and Sel-Ier hereby represent and w arran o eac o rt at the persons who sign this agreementand any other documents re quired to be executed by such party toperform i-ts obligations he reunder, shall have alI requisite powerand authority to have ent ered into this Agreement, and that allauthorizations required t o be obtained by or on the part of suchparty to execute and perform this Agreement have been obtained. Proof of Citizenshi SUS n ec on Seller is not a foreign person as such 45 of the Internal Revenue Code. Priorto the cl-ose of Escrow, sell-er shal-l deposit in Escrow a non-foreign affidavit as provided under said section 1445, and thefail-ure to do so shall entitle Buyer to withhold from the purchaseprice such sums as are required by said Section 1445. (c) DeLivery of Conservation Easement. Possession of and interestin th emed to have been deLiveredby Seller to Buyer upon the Cl-ose of Escrow. (d) Legal Actions. Seller r epresents and warrants that there areno actions, sui-tsr or lega1 proceedings related to the ownershJ-p,use, operation or sale of the Property to which setler is a partynor has Sell-er received any notice that any such actions arepending or threatened, except as noted in the preliminary titrereport dated July 31, 1996, by Chicago Titte Company. (e) Indemnification by Sel-Ier. Effective as of the closing date,Selle harmless Buyer from and agaiist anyand all cl-aims, damages or liabilities (whether or not caused bynegligence) , including civil or criminal fines, arising out of orrelating to any of the following: (i) Any generation, processing, handling, transportation,storage treatment or disposal of sol-id wastes or hazardous wastes by Seller, including, but not l-imited to, any of suchactivities occurring on any of the properties; (ii) Any releases by Seller (including, but not limited to,any releases as defined under the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980) to theextent occurring or existing prior to closing, including, butnot limited to such releases to land, groundwater, surfacewater or into the air. (f ) Sel-Ler' s Knowledge of the Environmental- Conditions of theProperty. As an inducement to Buyer to enter into this agreement,Seller, to the best of Sel-Ier's knowledge and belief, represents and warrants that: (i) Throughout the Se11er, there have period of ownership of the Property by been no notices, directives, violationreports or actions by any local, state or federal departmentor agency concerning environmental- l-aws or regulations, andthe Property is in compliance with all state and federal- environmental- l-aws; (ii) The business and operations of Seller have at al-l timesbeen conducted in compliance with all applicable federal,state, and local laws, ordinances, regulations, orders andother requirements of governmental authorities on mattersrelating to the envj-ronment. (iii) There has been no spill, discharge, release, cleanupor contamination of or by any hazardous or toxic waste orsubstance used, generated, treated, stored, disposed of orhandled by the Seller on or around the Property. (iv) There are no underground storage tanks located at r orrr or under the Property. (v) No hazardous or toxic substances or wastes are l-ocateddt, or have been located on or removed from the Property. (vi) AIl studies, reports, and investigations, known toSeller, concerning any pollution, toxic building material-s ortoxic hazardous substances or wastes located at, orr, or underthe Property have-been provided or otherwise been discLosed toBuyer prior to the close of Escrow. (vii) There are no soil or geological conditions whichmight impair or adversely affect the current use or futureplans for use of the Property or the COnservation Easement. 5. Notices. A11 notices, communications, consents, approvals anddisapprovals required or permitted hereunder must be inwriting and shall be delivered by personal delivery,facsimile, or deposited in the United States mail, postageprepaid and addressed as follows: City of San Luis ObisNeil A. Havlik, Natura 990 Palm Street o Resources Manager pITO BUYER: San Luis Obispo, CA 93401-3208 TO SELLER:IoL^ Gu,'/-#i 7 o, Box (85 Sa.^ Lt-t is Ob is o Cft. l3qoL The foregoing addresses may be changed by written notice. Ifserved personally, or by facsimi-1e, service shall beconclusively deemed made at the time of service. If served by mail, service shal-l- be conclusively deemed made seventy-two(72) hours after the deposit thereof in the United States mall-. 6. Brokers. Buyer and Sel-Ier each represent to the other that it knows ofno claim for broker's or finderrs fees or other commissions i-n connectj-on with this transaction other than as provided inthis paragraph. In the event any broker or finder asserts aclaim for a commission or finder's fee, the party through whomthe broker or finder makes this cl-aim shal-I indemnify theother party for any and all costs and expenses (includingattorney's fees) incurred by the other party in defending the same. 7. Miscellaneous. This Agreement contains the entire agreement between theparties hereto, and no modification or addition to any termor provision shall be effective unl-ess made in writing andsigned by both parties hereto. In the event any litigationis commenced between the parties hereto in connecLion withthis Agreement, the prevailing party in such litigation shal-1be entitled to a reasonable sum for its attorneys fees andcosts. The captions and headings in this Agreement are forreference only and shall not be deemed to define or Lirnit the scope or intent of any of the terms, covenants, conditions or agreements contained herein. 8. Entry. With respect to Paragraphs 2 and 4, Buyer, its agents andauthorized representative shal1 have the right to enter ontothe Property during normal business hours, ot at such othertimes as may be mutually agreed to by the Parties, for thepurpose of inspectj-on and approval of the property, and toconduct studies, including but not limited to noise studies,soils investigations, Phase I or Phase II environmentalstudiesr or other investigations deemed necessary by Buyer. Such consent to enter shall not be unreasonably withheld.Buyer shall indemnify and defend Seller against and holdSeller harml-ess from, any and all liability, cost and expense(incl-uding without limitation any and alL recorded mechanicsor other l-iens) for loss of or damage to any property or 9 injury to or death of any person, arising out of or in any wayrerated to the entry by Buyer or Buyer's agents onto theProperty, unress such liability, cost and expense is caused bythe negligence of sel-Ier. rn the event of the recording otany claim of l-ien for materials supplied or labor- orprof essional- servj-ces performed on behalf of Buyer, Buyershal-L promptly satisfy and discharge such l-ien at its solecost and expense upon demand therefore by sel-ter. Buyer shallrepair any and al-I damages to the Property caused by any suchtests and inspections. Survival. The warranties, representations and agreements made in thisAgreement shall survive the cl_ose of escrow. 10. Not Binding Until Signed by Buyer and Sel1er. This Agreement shall be of no force or, effect whatsoeveruntil- signed by authorized representatives of both Buyer andsel-Ier. unress and until this Agreement has been signed bysuch authorized representative, Sell-er reserves the right toconvey the property to (or enter into an agreement for theconveyance of the Property with) any other person. In the event this Agreement is executed bdifferent dates, the date of execution shalthe l-ater date. ..SELLER'' by: Date: ..BUYER'' CITY OF SAN LUI OBISPO by: vI the parties on be deemed to be r en Sett Mayor of the City of San Luis Obispo Date: ALlen Settle Mayor of the City of San Luis Obispo ATTEST: istrative Officer AS TO FORM: t purchag2 City ,rilililililIililillllllil Gtyofsan luls oBtspo 990 Palm Street, San Luis Obispo, CA 93401-3249 CERTIFICATE OF ACCEPTANCE {. ,1. * rl. {. ,|< t * :1. ,1. r& rl. THIS IS TO CERTIFY that the interest in real properfy conveyed by the DEED OF CONSERVATION EASEMENT dated October 29,lgg6,by and between John Guidetti and the CITY OF SAN LUIS OBISPO, a Political Corporation, is hereby accepted by the undersigned officer on behalf of the City Council pursuant to authority conferred by Resolution No. 5370 (1984 Series), recorded June 15, 1984, in Volume 2604, Official Records, Page 878, San Luis Obispo County, California, and the Grantee consents to recordation thereof by its duly authorized officer or his agent. Date: November 7. 1996 CITY OF SAN LUIS OBISPO B Allen K. Settle, Mayor ATTEST: L. Gawf,k ffi ]n" city of San Luis obispo is committed to include the disabled in all of ils services, programs and activities.t\-rvl Telecommunications Device for the Deaf (805) 781-7410.