HomeMy WebLinkAboutR-4931 Agreement to Purchase 692 Marsh St from Wayne and Wilma HesselbarthRESOLUTION NO. ,4931 (1982 Series)
A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN
LUIS OBISPO APPROVING AN AGREEMENT BETWEEN THE
CITY AND WAYNE T. HESSELBARTH AND WILMA FAY
HESSELBARTH FOR PURCHASE AND SALE AT 692 MARSH
STREET, SAN LUIS OBISPO, CALIFORNIA, AND JOINT
ESCROW INSTRUCTIONS
BE IT RESOLVED by the Council of the City of San Luis Obispo as follows:
SECTION 1. That certain agreement, attached hereto marked Exhibit "1"
and incorporated herein by reference, between the City of San Luis Obispo and
Wayne T. Hesselbarth and Wilma Fay Hesselbarth is hereby approved and the Mayor
is authorized to execute the same.
SECTION 2. The City Clerk shall furnish a copy of this resolution and
a copy of the executed agreement approved by it to: Wayne T. Hesselbarth and
Wilma Fay Hesselbarth; City Finance Director.
On motion of Councilman Griffin
and on the following roll call vote:
, seconded by Councilman Settle ,
AYES: Councilmembers Griffin, Settle, Dovey, Dunin and Mayor Billig
NOES: None
ABSENT: None
the foregoing Resolution was passed
adopted this 10th day of August , 1982.
AP RO D : n-
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City Administrative lbffic
City
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R 4931
EXHIBIT t
AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
To: First American Title Insurance Escrow No.: 823421 -SF
Company
Escrow Officer: Susan Fox .
899 Pacific Street
Assessor's Parcel No.: 02- 422 -18
San Luis Obispo, CA 93401
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
( "Agreement ") is dated for reference purposes only as of August 11, 1982,
and constitutes an agreement by which Wayne T. Hesselbarth and Wilma Fay
Hesselbarth ( "Seller") agree to effect a sale of, and CITY OF SAN LUIS
OBISPO, a chartered municipal corporation of the State of California
( "Buyer ") agrees to purchase that certain real propety ( "Property ") con=-
sisting of approximately Eleven Thousand Six Hundred Five plus or minus
square feet in the City of San Luis Obispo, County of San Luis Obispo,
California; more part- icularly described in Exhibit "A attached hereto and
incorporated herein by this reference, commonly known as 692 Marsh Street,
San Luis Obispo, California.
The terms and conditions of this Agreement, and the inst ructions
of FIRST AMERICAN TITLE INSURANCE COMPANY ("Escrow Holder ") with regard
thereto, are as follows:
1. Purchase and Sale. Seller agrees to sell to Buyer, and Buyer
agrees to purchase from Seller, the Property upon the terms and conditions
herein set forth.
2. Purchase-Price. The Purchase Price of the Property shall be
Three Hundred Sixty Six Thousand Dollars ($366,000).
3. Payment of Purchase Price. Prior to "Close of Escrow" as
defined below, Buyer shall pay the Purchase Price for the Property
by delivering to the Escrow Holder, for disbursement to the Seller,
as provided for in this Agreement, cash or check drawn on the account
of the City of San Luis Obispo, made payable to Escrow Holder in the
amount equal to the Purchase Price. Any sums delivered to the Escrow
Holder pursuant to this paragraph 3 shall be deposited in an interest
bearing account with all interest accruing in Buyer's favor.
4. Condition of Title. Fee simple absolute title to the Property
shall be conveyed by Seller to Buyer by Grant Deed (which Grant Deed
shall be fuly executed and acknowledged and deposited by Seller into
Escrow prior to the close thereof, subject to no reservations and
subject only to the following conditions of title ( "Conditions of
Title "))
a. A lien to secure payment of real estate taxes, not
delinquent;
b. Matters affecting the Conditions of Title created by,
or with the written consent of, Buyer;
c. Exceptions, #1 and 2, disclosed by the Escrow Holder's
Preliminary Title Report ( "Report ") dated May 12, 1982 with respect
to the Property (excepting mechanic's liens or deeds of trust, any
of which Buyer hereby disapproves). Further, with respect to any
encumbrances securing obligations relative to the Property, including,
but not limited to, deeds of trust, Seller covenants that it will cause
the removal of all said encumbrances by the Close of Escrow (as defined
below). A copy of said report is attached hereto as Exhibit "B" and
incorporated herein by this reference.
Title shall be evidenced by the willingness of First American
Title Insurance Company to issue its C.L.T.A. owners form policy of
title insurance in the amount of the Purchase Price showing title
to the Property vested in Buyer, subject only to the Conditions of
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Title. If First American Title Insurance Company is unwilling to
issue such insurance policy, or if Seller has not removed any exceptions
disapproved by Buyer prior to the Close of Escrow (as defined below),
all obligations to the parties hereunder shall terminate, the Escrow
Holder shall return to Buyer any sums which have been deposited into
Escrow by Buyer, and Seller shall bear the costs of Escrow.
5. Escrow.
a. Opening of Escrow. Upon execution of this.Agreement.,
Escrow Account No.823421 -SF shall be opened with Escrow Holder at its
office at 899 Pacific Street, San Luis Obispo, California 93401,
attention: Sue Fox for the consummation of this transaction.
b. Close of Escrow. For the purposes of this Agreement,
the "Close of Escrow ". shall be defined as the date that the Grant
Deed conveying the Property to Buyer is recorded in the official records
of the County of San Luis Obispo. The` parties agree to use their best
efforts to effect the Close of Escrow as soon as possible, but, in
any event, the parties shall be in a position to close not later than
August 13, 1982. (The "Closing Date ") In the event that this Escrow
fails to close by the Closing Date (or as extended by the mutual written
agreement of the parties delivered to Escrow Holder prior to the
Closing Date) by reason of any defaults hereunder, the defaulting
party shall bear all costs and expenses of Escrow.
6. Costs and Expenses. The cost and expense of the Title
Insurance Policy to be issued in favor of the Buyer pursuant to
paragraph 5 hereof, shall be paid by Seller. Except as otherwise
specifically provided herein, the Escrow Fee of Escrow Holder shall
be paid one -half by Seller and one -half by Buyer. Seller shall pay
all documentary transfer- taxes payable in the recordation of the
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Grant Deed and any other documents which the parties may mutually direct
to be recorded in the official records. Buyer and Seller shall pay,
respectively, the Escrow Holder's customary charges to Buyer and Seller
for document drafting, recording and miscellaneous charges. Real property
taxes for the Property shall be prorated as of the Close_ of Escrow.
1. Disbursements and other actions by Escrow Holder. Upon the
Close of Escrow, the Escrow Holder shall promptly undertake all of the
following in the manner hereinbelow: indicated:
a. Disburse all funds deposited with Escrow Holder by Buyer
in payment of the Purchase Price for the Property as follows:
(1) Deduct therefrom all items chargeable to account of
Seller pursuant hereto and for the account of any lenders of record,
pursuant to separate instructions by Seller.
(2) The remaining balance of the funds so deposited by
Buyer shall be disbursed to Seller promptly upon the Close of Escrow.
b. Cause the Grant Deed and any other documents which the
parties hereto may mutually direct to be recorded in the official records.
8. Waiver of Relocation Expenses. Seller is aware that. it is, or
may be, entitled to recover from Buyer, Seller's expenses incurred in
relocating its business and personal property to a new location. Seller
hereby waives any and all rights it now has, or may have in the future,
to relocation expenses or benefits to which it may entitled as a result
of moving from the Property.
9. Default.. Seller agrees that if the within sale is not completed
as herein provided through no fault of Buyer, Buyer, at its option
shall be entitled, in addition to any other remedy now or hereafter
available to Buyer under the laws or judicial decision of the
State of California, to compel Seller to perform its obligations
under this Agreement by means of a specific performance proceeding
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or Buyer may terminate this Agreement and shall be entitled to recover
all of its out -of- pocket expenses from Seller which Buyer incurred or
became liable for in connection with this transaction including costs
and expenses of Escrow otherwise to be paid by Buyer.
10. Notices. All notices or other communication required or
permitted hereunder shall be in writing, and shall be personally
delivered or sent by registered or certified mail, postage prepaid,
return receipt requested, at the following addresses:
Seller: Wayne T. Hesselbarth. and
Wilma F. Hesselbarth
125 W. Main Street
Santa Maria, CA,93454
Buyer: City Attorney
City of San Luis Obispo
P. O. Box 321
San Luis Obispo, CA 93406.
Escrow Holder: First American Title Insurance Company
899 Pacific Street
San Luis Obispo, CA 93401
Attention: Susan Fox
Notice shall be deemed given as of the time of personal delivery or
seventy -two hours following deposit in the United State mail. Notice
of change of address shall be given by written notice in the manner
detailed in this paragraph.
11. Brokers. Seller shall make arrangements for payment of .a
real estate brokerage commission with respect to this transaction to
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John Rossetti. Said payment shall be made by Seller outside of Escrow.
Seller represents and warrants to Buyer, and Buyer represents and .
warrants to Seller, that, other than as stated hereinabove, no broker
or finder has been engaged by it, respectively, in connection with
any of the transactions contemplated by this Agreement, or to its
knowledge is in any way connected with any of such transactions.
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In the event of any'such additional claims for brokers' or finders'
fees or consummation of this Agreement, then Buyer shall indemnify,
save harmless and defend Seller from and against such claims if they
shall be based upon any statement or representation or agreement by
Buyer and Seller shall indemnify, save harmless and defend Buyer if
such claims shall be based upon any statement, representation, or
agreement made by Seller.
12. Repurchase Option. Buyer hereby covenants and represents
that it intends to use the Property for public parking purposes.
As further consideration for this sale, Buyer hereby grants to John
Rossetti and Robin Rossi, ( "Seller's Agents ") the personal right and
option, which is non - assignable and non - transferable to repurchase
the Property if Buyer decides by formal City Council resolution, within.
one year not to use the Property for public parking purposes, for a.
purchase price equal to the Purchase Price herein plus payment by
Seller's Agents of all costs and expenses of Escrow, "including those
otherwise payable by Buyer, including a Title Insurance Policy for
Seller's Agents benefit, the escrow fee of an escrow holder, any and
all documentary transfer taxes payable in connection with the record-
ation of the Grant Deed or any other documents which the parties
may mutually direct to be recorded in the official records of the
County of San Luis Obispo, plus the escrow holder's customary charges
for Buyer for documents drafted, recording and miscellaneous charges
and proration of real property taxes which may be a lien on the Property..
As further consideration for this sale, Buyer.hereby grants to
Seller's Agents the personal right and option, which is non - assignable
and non_ transferable, to repurchase the Property, if Buyer decides
after the expiration of one year from the Close of.Escrow herein, but
prior to the expiration of five years from the Close of Escrow herein,
by formal City Counc�_�' Resolution, that it use the
Property for public parking purposes, for a purchase price equal to
the fair market value of the Property plus payment by Seller's Agents
of all costs and expenses of Escrow as set forth above in the immediately
preceding paragraph. If Buyer and Seller are unable to agree on the
fair market value of the Property, then the Property shall be appraised
by an impartial appraiser designated by Buyer and Seller, or if they
are unable to agree, by the then President of the San Luis Obispo Board
of Realtors, and said appraiser's estimate of the fair market value
shall be the purchase price; provided in no event shall Buyer be required .
to sell the Property to Seller's Agents for a price less than Three
Hundred Sixty Six Thousand Dollars cash plus costs and expenses of escrow.
Said appraiser shall be designated a MAI by the American Institute of
Real Estate Appraisers, and shall be familiar with the values of
commercial real property in San Luis Obispo County. The cost of the
appraisal shall be borne equally by Buyer and Seller.
Buyer will execute and deliver to Seller's Agents at the Close
of Escrow, a recordable Option to Repurchase containing the terms and
conditions set.forth above, in the form attached hereto as Exhibit "' =C"
and incorporated herein by this reference.
13. Seller's-Representations and Warranties.
a. In addition to any express agreements of Seller contained
herein, the following constitute representations and warranties of
Seller which shall be true and correct as of the Close of Escrow (and
the truth and accuracy of which shall constitute a condition to the
Close of Escrow):
(1) There are no actions, suits, materials, claims,
legal proceedings or any other proceedings affecting the Property or
any portion thereof at law or inequity before.any Court or governmental
agency, domestic or foreign.
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(2) Seller has not received any notices from governmental
authorities pertaining to violations of law or governmental regulations
with respect to the Property, and does not know of any which may have
been received by its predecessor in interest.
(3) Seller has no knowledge of any pending or threatened
proceeding in eminent domain or otherwise, which would affect the
Property, or any portion thereof, nor does Seller know the existence
of any facts which might give rise to such action or proceeding.
(4) There are no leases, subleases, occupancies, or
tenancies in effect pertaining to the Property, other than the lease
between Buyer and Seller, a copy of which is attached hereto as
Exhibit "D" and incorporated herein by this reference.
(5) There are no liens or encumbrances on or claims
to, or covenants, conditions and restrictions, easements, rights of
way, rights of first refusal, options to purchase, or other matters
affecting the Property except the Conditions of Title and any rights
conferred by this Agreement to Seller.
(6) There is no material adverse fact or condition
relating to the Property, or any portion thereof, which has not been
specifically disclosed in writing by Seller to Buyer.
(7) Seller has the legal power, right and authority to
enter.into this Agreement, and to, consummate the transaction contemplated
hereby.
(8) There are no fixtures on the property in which anyone
other than Seller has any claim, rights, or security or other interest.
(9) There are no service or maintenance contracts, manage-
ment agreements or any other agreements which will affect Buyer or the
Property subsequent to the Close 9f Escrow other than the lease described
in subparagraph (4) above.
(10) There are no encroachments onto the Property of
improvements located on any adjoining property nor do any improvements
located.on the Property encroach onto any other adjoining property.
b. In the event that, during the period between the
execution of this Agreement, and the-Close of Escrow, Seller has
actual knowledge of, learns of, or has a reason to believe that any
of the above representations or warranties may cease to be true, Seller
hereby covenants to immediately give notice to Buyer of the change in
circumstances. Upon Seller notifying Buyer of the change in circum-
stances, Buyer may, at its sole option, terminate this Agreement and
all funds deposited,into Escrow or delivered to Seller in connection
herewith shall be immediately returned. Further, in the event Buyer
so elects to exercise its option, Seller shall pay all Escrow costs,
if any, incurred by both parties herein under this Agreement.
14. Survival of Conditions. The covenants, agreements, represen-
tations and warranties made herein which are intended to survive the
Close of Escrow shall survive the Close of Escrow and the recordation
and delivery of the Grant Deed conveying the Property to Buyer and any
investigations by the parties.
15. Successors and Assigns. This Agreement shall be binding upon,
and shall inure to the benefit of, the successors and assigns of the
Parties hereto, with the exception of the Repurchase Option which is
personal to Seller's Agents and non - assignable.
16. Required Actions of Buyer and Seller. Buyer and Seller agree
to execute all such instruments and documents and to take all actions
pursuant to the provisions hereof in order to consummate the purchase
and sale herein contemplated and shall use their best efforts to
accomplish the timely Close of Escrow in accordance with the provisions
hereof.
I=
"EXHIBIT A"
LEGAL DESCRIPTION
EXHIBIT+ 11AI�._�.;.�t =:fir^.
ESCROW 140: 1- 823421 -SF
DATE: AUGUST 3, 1982
Lot 16 and that portion of Lot 15 in Block 7 of Murray and Church's Addition
to the City of San Luis Obispo, in the City of San Luis Obispo, County of San
Luis Obispo, State of California, according to map filed for record September
270 1877, in Book A. at Page 144 of Maps, described as follows:
Beginning at the Northwesterly corner of Broad and Marsh Streets, in the
City of San Luis Obispo, as said streets exist and as said Marsh Street has
been widened; thence Northwesterly along the Westerly line of Broad Street 80
feet more or less, to the Southeasterly corner of the Lot conveyed to Manuel
Faustino Picano by deed recorded in Book 95 at Page 69 of Deeds; thence at
right angles Southwesterly along the Southerly line of the aforesaid Lot of
Manuel*Faustino Picano 145 feet to the Westerly line of said Lot 15; thence at
right angles Southeasterly along the Westerly line of Lots 15 and 16, 80 feet
more or less to the Northerly line of Marsh Street; thence Northeasterly along
said Northerly line of Marsh Street 145 feet to the point of beginning.
17. Entire Agreement.
i
The Agreement contains the Entire Agreement
between the parties hereto relating to the Property, and may not be
modified except by an instrument in writing signed by the parties hereto.
18. California Law. This Agreement has been entered into and is
to be performed in the State of California and shall be construed and
interpreted in accordance with the laws of the State of California.
19. Waivers. No waiver by either party of any provision hereof
shall be deemed a waiver of any other provision hereof or of any
subsequent breach by either party of the same or any other provision.
20. Caption. The captions, paragraph and subparagraphs numbers
appearing in this Agreement.are inserted only as a matter of convenience
and in no way define, limit, construe or describe the scope of intent
of such paragraph of this Agreement, nor in any way affect this
Agreement.
21. Representation by Counsel. Seller acknowledges that it is
aware that Guyer is represented by an attorney in this transaction.
seller further acknowledges that it freely and voluntarily elected
not to be represented by its own attorney in this transaction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first above written.
ATTEST: /21X/0
IT CL
BUYER
CITY OF SAN LUIS OBISPO, a chartered
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