HomeMy WebLinkAboutR-6558 Approving Agreement with Clinic Properties for Redevelopment of a Parking Lot and Acquisition of Real Property - Marsh St Parking Structure15
A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS
OBISPO APPROVING AN AGIUMP= BETWEEN THE CITY AND
CLINIC PROPERTIES FOR REDEVELOPMERr OF A PARKING WT
AND A02UISITICN OF REAL PROPEKPY
BE IT RESOLVED by the Council of the City of San Luis Obispo as
follows:
SECTION 1. That certain agreement, attached hereto marked
Exhibit "A" and incorporated herein by reference, between the City
of San Luis Obispo and Clinic Properties, for redevelopment of a
parking lot and acquisition of real property 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:
Clinic Properties and City Parking Program Coordinator as set forth
in the agreement.
On motion of Councilwoman Rappa , seconded by Councilwoman Pinar
and on the following roll call vote:
AYES: Councilwomen Pinard and Rappa, and Mayor Dunin
NOES: Councilman Jerry Reiss
ABSENT: Councilman Settle
the foregoing Resolution was passed and adopted this 20th day of
December , 1988.
ATTES
V GES,. CITY C -RK
Y-
r Yep e �.0
YOR RON DUNIN
RECEIVED
A7, 41989
CITY CLERK
R 6558
VOL 3290 PAGE 756
Doc. No. 19043
OFFICIAL RECORDS
~J
SAN LUIS OBISPO CO., CA
MAR 3 01989
FRANCIS M. COONEY
County Cterk- Recorder
TIME g; 20 AM
RECORDING REQUESTED BY:
and when recorded return
to:
City Clerk
City of San Luis
Obispo,
P.O. Box 8100
San Luis Obispo,
CA RESOLUTION NO. 6558 (1988
Series)
93403
15
A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS
OBISPO APPROVING AN AGIUMP= BETWEEN THE CITY AND
CLINIC PROPERTIES FOR REDEVELOPMERr OF A PARKING WT
AND A02UISITICN OF REAL PROPEKPY
BE IT RESOLVED by the Council of the City of San Luis Obispo as
follows:
SECTION 1. That certain agreement, attached hereto marked
Exhibit "A" and incorporated herein by reference, between the City
of San Luis Obispo and Clinic Properties, for redevelopment of a
parking lot and acquisition of real property 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:
Clinic Properties and City Parking Program Coordinator as set forth
in the agreement.
On motion of Councilwoman Rappa , seconded by Councilwoman Pinar
and on the following roll call vote:
AYES: Councilwomen Pinard and Rappa, and Mayor Dunin
NOES: Councilman Jerry Reiss
ABSENT: Councilman Settle
the foregoing Resolution was passed and adopted this 20th day of
December , 1988.
ATTES
V GES,. CITY C -RK
Y-
r Yep e �.0
YOR RON DUNIN
RECEIVED
A7, 41989
CITY CLERK
R 6558
VOL 3290 PAGE 756
Resolution No. 6558 *88 Series)
Page Two
City Atto
CH/resolu4
.VOL 3290 PAc '757
� (Z) (
TICOR TITLE INSUR[ ^ 'CE r
�,\�lcCe.iifED - --
MAR 2 71989
MARCH 27, 1989 OFFICE OF
CITY ATTORNEY
CITY OF SAN LUIS OBISPO
ATTN: VICKI FINUCANE - CITY ATTORNEY'S OFFICE
990 PALM STREET
SAN LUIS OBISPO, CA. 93401
Re: Escrow No.: 1670011M
Your Reference: CLINIC PROPERTIES TO CITY OF SLO: (870 PACIFIC ST.)/
We have checked certain matters below which require your attention for the
efficient handling of your escrow.
Please SIGN AND RETURN the following, if satisfactory; copies enclosed to
retain for your file:
(4-Escrow Instructions
Please FILL OUT, SIGN AND RETURN:
(x) Preliminary change of ownership report
PLEASE NOTE: A COPY OF THE PRELIMINARY TITLE REPORT DATED FEB. 60, 1989 IS
ALSO ENCLOSED. PLEASE REVIEW IN PARTICULAR ITEMS #2, 5, 6 & 7 - THESE ITEMS
WILL SHOW IN YOUR TITLE POLICY WITHOUT APPROPRIATE ACTION To PARTIALLY .
RECONVEY OR RELEASE THEM. PLEASE CONTACT US AS TO YOUR REQUIREMENTS IN, TH.
REGARD. ��U1�2v�z
h'�.vs U� Opi
Your prompt delivery to us of the necessary documents will be appreciated. Tcx - /TCi
Any papers enclosed we believe to be self - explanatory. Should you wish
further information, please call on us.
Thank you for the opportunity to be of service.
Sincerely,
TICOR TIT URANCE CO F CALIFORNIA
By: it
CROW OFFICER - RUSSELL J. WHITE, C.E.O.
Ticor Title Insurance Company of California
1212 Marsh Street, P.O. Box 810. San Luis Obispo, California 93406 (805) 543 -2900
'291 TICOR TITLE INSURANCE
TO: TICOR TITLE INSURANCE COMPANY OF CALIFORNIA
1212. MARSH STREET, POST OFFICE BOX 810
SAN LUIS OBISPO, CALIFORNIA 93406
(805) 543 2900
;'D
DATE: MARCH 24, 1989
ESCROW NO: 167001RW
ESCROW OFFICER: RUSSELL J. WHITE
CONTRACT AGREEMENT ESCROW INSTRUCTIONS
SECTION I
The attached PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS by and between CLINIC
PROPERTIES PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, and CITY OF SAN LUIS OBISPO,
A MUNICIPAL CORPORATION, dated DECEMBER 20, 1988, is to be construed as your escrow
instructions, and you are authorized to act thereunder insofar as closing your escrow
is concerned. However, you are only to be concerned with paragraphs numbered 1, 3, 41
51 6, 7, 81 11 contained in the above mentioned contract. All other items of said
contract are matters between the parties. The Gene 1 Provisions attached hereto are
hereby incorporated and made a part hereof.
S�N II
You are authorized to deliver and/or record all documents and disburse all funds when
you will issue your current form of CLTA OWNERS policy of title insurance
with liability in the amount of $4,655.00 on the real property described as:
THAT PORTION OF LOT 9, BLOCK. 100 OF MISSION VINEYARD TRACT, IN THE CITY OF SAN LUIS
OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA,.AS PER MAP THEREOF RECORDED IN
BOOK At PAGE 143 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT; THENCE NORTH 53007' EAST ALONG THE
NORTHERLY LINE OF SAID LOT A DISTANCE OF 10.00 FEET TO A POINT; THENCE SOUTH 360
53'EAST PARALLEL TO THE WESTERLY LINE OF SAID LOT A DISTANCE OF 9.11 FEET TO A POINT;
THENCE SOUTH 13 097'00" WEST A DISTANCE OF 13.05 FEET, MORE OR LESS, TO THE WESTERLY
IINE OF SAID LOT; THENCE NORTH 36 °53' WEST A DISTANCE OF 17.50 FEET, MORE OR LESS, To
THE POINT OF BEGINNING.
.. SHOWING TITLE VESTED IN
CITY OF SAN LUIS OBISPO,
A MUNICIPAL CORPORATION!,
SUBJECT TO:
( 1) Real property general and special taxes fo :the ENTIRE fiscal year 1989 -90 and
subsequent years, including reassessments if any';and including any special district
levies or personal property taxes, payment for which are included therein and collected
therewith, and improvement bond assessments,.when applicable.
(la) The lien of supplemental taxes, if any, assessed pursuant to the provisions of
Chapter 3.5 (commencing with Section 75) of the. Revenue and Taxation Code. of the State
of California.
( 2) Covenants, conditions, restrictions, rights`of sway, easements and reservations of
record.
1. PRORATE or adjust
(X) Parties to advise
proration, if any.
SECTION III
the following items as indicated to
Escrow in writing prior to close of
the close of escrow:.
escrow as to manner of tax
Con FOiL�C;i)it litiCCItL35
o
TICOR TITIFE INSURANCIE
PAGE TWO
2. HAZARD/FIRE INSURANCE:
(X) No hazard, peril or liability insurance policy is to be obtained or transferred
through this escrow, and escrow holder is not to beheld responsible or liable in
connection herewith.
SECTION IV
1. Buyer will hand you the following:
(a) CERTIFICATE OF COMPLIANCE covering the within described property; Q
(b) CERTIFICATE OF ACCEPTANCE to be attached to the deed to be recorded at the
close of escrow.
2. The buyer and seller herein are aware that the legal description covered in the
Preliminary Report to be issued in connection with this escrow will cover the "Parent
Property ", currently owned by seller.
The property to be conveyed in this escrow, however, will be. described as set forth in
these instructions, which is the description set forth as Exhibit "1" of the Purchase
Agreement and Escrow Instructions dated December 20, 1988, and will be described in the
Certificate of Compliance. to be deposited with escrow holder prior to close of escrow.
3. This escrow and the - buyer's and seller's obligations herein are contingent upon the
buyer's approval to escrow of the items in the preliminary report of title to which the
buyer's title will be subject within TWELVE calendar days of the mailing thereof by
escrow holder to a buyer at his/her address hereinafter set forth. If written
disapproval of any matter is not delivered to escrow holder within the time specified
above, then all such matters shall be deemed approved and this contingency satisfied.
4. These escrow instructions shall not amend, cancel or supersede that certain PURCHASE
AGREEMENT AND ESCROW INSTRUCTIONS dated. December 20, 1988 between the buyer and seller.
Escrow holder's only obligation, however, is to follow these escrow instructions or
amendments thereto and escrow is not responsible or liable for provisions in any other
agreement.
5. You are authorized to obtain demand(s) and reconveyance(s) of existing encutnbrance(s)
not to remain of record and to pay said denand(s) on seller's approval at close of
escrow.
6. Upon close of escrow you are authorized to charge our respective account the costs
attributable to each, including but not limited:to the following as indicated below or
in accordance with our respective estimated statements attached hereto and made a part
hereof .
SELLER BUYER
Owners Title Insurance Premium ............... 250.00
Escrow Fee .... .......................9.....e. 200.00
Recording Fees ...............................
Document Preparation ......................... 20.00
Documentary Transfer Tax as required..........
Insurance Preniu m ..............
Commission per separate instruction...........
7. SHOULD THE PARTIES HAVE ANY QUESTIONS CONCERNING THE SIGNING OF DOCUMENTS OR THE
INTERPRETATION OF THESE INSTRUCTIONS THEY ARE, - ADVISED TO CONSULT-THEIR ATTORNEY, .
8. The following are matters between the buyer'JM "seller with which escrow holder is
not concerned, liable or responsible and are not a condition of the escrow.
a. Buyer agrees to perform as instructed in Item #2 a,b & c of the Purchase Agreement
and Escrow Instructions, prior to the close of escrow.
* *GENERAL PROVISIONS CONTINUED ON NEXT PAGE **
Ticor Title Insurance Company of California
CAT. NO. FF00111 \.� ESCROW INSTRUCTIONS
ES'364..-; CA. (9 -87)
(continued) ;
TO:.TICOR TITLE INSURANCE COMPANY OF CALIFORNIA
GENERAL PROVISIONS
1. All funds received in this escrow shall be deposited with other
escrow funds in a general escrow account or accounts of
Ticor Title Insurance Company of California, with any state
or national bank, and may be transferred to any other such
general escrow account or accounts. All disbursements
shall be made by check of Ticor Title Insurance Company
of California. Ticor Title shall not be responsible for any
delay in closing if funds received by escrow are not available
for immediate withdrawal.
2. All proration and adjustments called for in this escrow are
to be made on the basis of a 30 day month unless otherwise
instructed in writing. You are not responsible for any pay-
ment, adjustment or proration of a Homeowners Association
(or similar) charge, fee or unrecorded lien unless set forth in
the escrow instructions.
3. The phrase "close of escrow" (or COE or CE) as used in this
escrow means the date on which documents are recorded,
unless otherwise specified.
4. Recordation of any instruments delivered through this
escrow, if necessary or proper for the issuance of the policy
of title insurance called for, is authorized.
5. You are authorized to furnish copies of escrow instructions,
supplements, amendments or notices of cancellation and
dosing statements in this escrow to the real estate broker(s)
and lender(s) referred to in this escrow.
6. You are authorized to execute on behalf of the principals
hereto, form assignments of interest in any insurance policy
(other than title insurance) called for in this escrow; forward
assignment and policy to the agent requesting that insurer
consent to such assignment and attach a loss payable clause
or such other endorsements as may be required, and to
forward such policy to the lenders and principals entitled
thereto.
7. If a demand to cancel is submitted after the time limit date,
any principal so requesting you to cancel this escrow shall
file notice, of demand to cancel in your office in writing.
You shall within three (3) working days thereafter mail by
certified mail one copy of such notice to each of the other
principals at the addresses stated in this escrow. Unless
written objection thereto is filed in your office by a prin-
cipal within fifteen (15) calendar days after date of such
mailing, you are authorized to cancel this escrow. If written
objection is filed with you, you are authorized to hold all
money and documents in this escrow and take no further
action until otherwise directed, either by the principals'
mutual written instructions or by final order of a court of
competent jurisdiction. If this is a sale escrow, you may
return lender's papers and /or funds upon lender's demand..
S. No examination or insurance as to the amount or payment
of, personal property taxes is required unless specifically
requested in writing.
9. Delivery to escrow of all notices, communications and
documents are required to be made timely at the office of
Ticor Title Insurance Company of California set forth on
page 1 of these instructions.
10. The principals hereto expressly agree that you, as escrow
holder, have the absolute right at your election to file an
action in interpleader in a court of competent jurisdiction
requiring the principals to answer and litigate their several
claims and rights among themselves and you are authorized
to deposit with the clerk of the court all documents and funds
held in this escrow. In the event such action is filed, the
DATE: MARCH 24, 1989
ESCROW NO.: 1670011M
PAGE NO.: THREE
principals jointly and severally agree to pay your cancellation
charges and costs, expenses and reasonable attorney's fees
which .you are required to expend or incur in such inter
Pleader action, the amount thereof to be fixed and judgment
to be rendered by the court. Upon the filing of such action,
you shall thereupon be fully released and discharged from all
obligations to further perform any duties or obligatioru
otherwise imposed by the terms of this escrow.
11. In the event of cancellation of this escrow, the fees anc
charges due Ticor Title Insurance Company of California
including expenditures incurred or authorized shall b(
borne equally by the parties hereto unless otherwise spe
eifieally agreed to or determined by a court of competen,
jurisdiction.
12. In the event of cancellation of this escrow, you are authorizec
to demand payment of your charges and, on payment
thereof, return documents and monies to the respective
parties .depositing same or for whose benefit an uncondi
tional deposit was made; and to void executed instruments
13. If there is no written activity by a principal delivered tc
this escrow within any six -month period after the tim(
limit date as set forth in the escrow instructions or writter
extension thereof, your agency obligation shall terminate a
your option and all documents, monies or other items helc
by you shall be returned to the respective parties entitlec
thereto, less fees and charges herein provided.
14. Upon receipt of any conflicting instructions, other thar
cancellation instructions described in paragraph 7 above
you are no longer obligated to take any further action it
connection with this escrow until further concurring in
structions are received from the principals to this escrow
15. You are not to be concerned with any question of usury it
any loan or encumbrance involved in the processing of this
escrow and you are hereby released from any responsibility
or liability therefor.
16. You are to be concerned only with the directives specifically
set forth in the escrow instructions and amendments thereto
and are not to be concerned or liable for items designated a
°memoranda" in the within escrow instructions nor Witt
any other agreement or contract between the parties.
17. You are not required to submit any title report issued it
connection with this escrow to any party or agent unless
directed to do so by written mutual instructions. You may
however, do so without incurring liability to any party foi
such submission. You are hereby authorized to submii
such reports to any proposed lender.
18. You are authorized to destroy or otherwise dispose of any
and all documents, papers, instructions, correspondence anc
other 'material pertaining to this escrow at the expiration of
seven years from the close of escrow or cancellation thereof
without liability and without further notice to parties tc
the transaction.
19.. You are released from and shall have no liability, obligatior
or responsibility with respect to (a)' withholding of fund;
pursuant to Section 1445 of the Internal Revenue Code of
.1954 as amended, (b) advising the parties as to the require
relents of such Section, (c) determining whether the transferoi
is a foreign person under such Section, nor (d) obtaining a
rion foreign affidavit or other exemption from withholding
under, such Section nor otherwise making any inquiry can
'cerning compliance with such Section by any party to th(
transaction.
Time is of the essence of these instructions. If this escrow is not in condition to close by the TIME LIMIT DATE of
, 19_3$and written demand for cancellation is received by you from any principal to this escrow
a e said JIM date, you - shall-act in accordance with Paragraph 7 of said General Provisions. In the event one or more of the above General
Provisions is held to be invalid in judicial proceedings, the remaining respective General Provisions will continue to be operative. Any
amendments of or supplements to any instructions affecting this escrow must be in writing. Signatures on any documents and instruc-
tions pertaining to this escrow indicate the signer's unconditional approval thereof. Principals will hand you any funds and instruments
required from each respectively to complete this escrow.
If no demand for cancellation is made, you will proceed to close this escrow when the principals have complied with the escrow in-
structions. These instructions may be executed in counterparts, each of which shall be deemed an original regardless of date of execution
or delivery, and together shall constitute one and the same document. If these instructions relate to a sale, buyer agrees to buy and
seller agrees to sell upon the terms and conditions hereof. All documents, balances and statements due the undersigned are to be mailed
to the respective addresses shown below, unless otherwise directed. In these instructions, whenever the context so requires, the mascu-
line gender includes the feminine and /or neuter, and the singular number includes the plural.
If any check submitted to escrow is dishonored upon presentment for payment, you are authorized to notify all principals and /or
their respective agents of such nonpayment.
CLINIC PROPERTIES PARTNERSHIP
Signature BY:
BY:
Address 1235 OSOS ST.
SAN LUIS OBISPO, CA. 93401
Signature CITY OF SAN LUIS OBISPO
BY:
••• ••5 u y ar
Telephone Telephone 549 -7140
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
To: Ticor Title Insurance Company
1212 Marsh Street
San Luis Obispo, CA 93401
Attention: Rod Zivkovich, Escrow Officer
Re: Escrow No.
THIS PURCHASE AGREEMENT ( "Agreement ") is made and entered into
this 20th day of De mher- , 1988, by and between Clinic
Properties ( "Sellers ") and CITY OF SAN LUIS OBISPO, a chartered
municipal corporation of the State of California ( "Buyer ") , jointly
referred to hereinafter as the "parties ", who, as part of their
agreement, direct the following escrow instructions to Ticor Title
Insurance_ Company, hereinafter referred to as "Escrow Holder ",
which, by its acceptance. hereof, agrees to be bound by the terms
and conditions set forth herein.
RECITALS
WHEREAS, Sellers are the owners of that certain parcel of real
property situated in the City of San Luis Obispo, County of San
Luis Obispo, State of California, Assessor's Parcel No. 03- 527 =71
consisting of a portion of Lot 9, Block 100 of Mission Vineyard
Tract, commonly known as 870 Pacific Street, San Luis Obispo, CA,
and more fully described in Exhibit "1" attached hereto, and
incorporated herein by this reference (the "Parent Property ") ; and
WHEREAS, Buyer desires to acquire a portion of the
northwesterly corner of the Parent Property consisting of
approximately 133 plus or minus square feet bordering on property
at 871 Marsh Street, plus improvements thereon, in the City of San
Luis Obispo, as shown on that certain improvement plan and legal
description attached hereto as Exhibit "1" and 11211, and
n
incorporated herein by this reference (the "Property "), for
purposes of improving access to the Marsh Street Parking Structure
at 87.1 Marsh Street.
WHEREAS, Buyer desires to compensate Sellers for the Property
and for any damage to their remaining property or improvements
thereon as a.result of such acquisition or improved access to the
structure; and
WHEREAS, Buyer and Sellers prefer to avoid the expense and
delay of eminent domain proceedings and.to provide for the transfer
of Sellers' right, title and interest in the Property and
improvements thereon to Buyer for and on the conditions set forth
in this Agreement; and
WHEREAS, Buyer and Sellers have agreed that Sellers, and
Sellers' lessees, agents, servants, employees, contractors, and
invitees shall have the exclusive right to use the Parent Property
for ingress and egress to the surface parking lot at.870 Pacific
except when the lot is being resurfaced and restriped.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual respective
covenants, conditions, and promises set forth herein, and subject
to all the terms and conditions hereof, the parties agree as
follows:
1. Purchase and Sale. Sellers agree to sell to Buyer, and
Buyer agrees to purchase from Sellers, the Property upon the terms
and conditions herein set forth.
2. Terms of Sale. In exchange for ownership of the Property,
the Buyer agrees to do the following:
a. Resurface the existing parking lot at 870 Pacific
Street with a one -inch layer of asphalt, restripe the lot for 24
parking stalls and relocate curb stops as shown on Exhibit 2 to the
approval of the City Engineer.
b•. Plant drought - resistent groundcover and one street tree
in landscape planters adjacent to 870 Pacific Street and install
fence and low maintenance vines between the trees on northwesterly
property line adjacent to city surface parking lot shown on
Exhibit 2.to the approval.of the City Arborist. Newly planted
areas shall be watered and maintained in good health by the Buyer
for six months after planting. Thereafter, Sellers shall be
responsible for landscape maintenance: Buyers shall be responsible
for maintaining fence. Areas immediately adjacent to existing
native trees (shaded areas by trees on Exhibit 2) shall remain
unpaved to permit root growth of trees.
c. Buyer shall relocate driveway ramp to Pacific Street
and power pole as shown on Exhibit 2.
3. Satisfaction of Buyer's obligations. Prior to "Close of
Escrow" as defined below, Buyer shall comply with the Terms of Sale
of the Property by completing the improvements indicated in
conditions 2a, 2b, and 2c.
4. Conditions of Title. Sellers shall convey fee simple
absolute title to the Property to Buyer by grant deed which grant
deed shall be fully executed and acknowledged and deposited by
Sellers into escrow prior to the close thereof, without
reservations and subject only to the following conditions of title
( "Conditions of Title "):
I
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;
With respect to any encumbrances securing obligations relative
to the Property, including, but not limited to, deeds of trust,
Sellers covenant that they will cause the removal of all said
encumbrances by the Close of Escrow (as defined below).
5. Sellers shall cause Escrow Holder to prepare and deliver to
Buyer within ten (10) days after the opening of escrow hereof a
preliminary title report pertaining to the Property accompanied by
copies of all recorded documents relating to any "exceptions to
title" reflected therein. Buyer shall have ten (10) days after its
receipt of the preliminary title report and related documents to
deliver to Sellers in writing any reasonable objections to the
Condition of Title as set forth therein.
a. In the event Buyer notifies Sellers of any such
objections, Sellers shall have fifteen (151) days after such
notification to satisfy Buyer's objections.
b. In the event Buyer does not notify Sellers of any such
objections, Buyer shall be deemed to have approved the Condition of
Title as set forth in the Preliminary Title Report.
Title shall be evidenced by the willingness of the Escrow
Holder at Close of Escrow to issue its C.L.T.A. owners form policy
of title insurance for the appraised value of Property as of
August 11 1988 showing title to the Property vested in Buyer,
subject only to the Conditions of Title. If Escrow Holder (as
defined below) is unwilling to issue such insurance policy, or if
Sellers have not removed any exceptions disapproved by Buyer prior
to the Close of Escrow (as defined below), at Buyer's option and in
addition to any other remedies available to Buyer, the escrow shall
terminate, the Escrow Holder shall return to Buyer any sums which
have been deposited into Escrow by Buyer, and Sellers shall bear
the costs of escrow.
6. Escrow..
a. opening of Escrow. Within 10 days of execution of this
Agreement, the parties shall open an escrow account with Ticor
Title Insurance ( "Escrow Holder "), or other title insurance company
mutually agreed to.by the parties in writing, at an office in -the
City of San Luis Obispo, California, 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. The parties
shall be in a position to close prior to the completion of
construction of the Marsh Street Parking Structure or June 1990,
whichever comes first. 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. Time is of the
essence in this agreement.
� I
7. 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 Buyer. Except as otherwise
specifically provided herein, the escrow fee of Escrow Holder shall
be paid by Buyer. Buyer shall pay all documentary transfer taxes
payable in the recordation of the Grant Deed and any other
documents which the parties may mutually direct to be recorded in
the official records. Buyer shall pay the Escrow Holder's
customary charges to Buyer and Sellers for document drafting,
recording, and miscellaneous charges. Real property taxes and
rents, if any, for the Property shall be prorated as of the Close
of Escrow.
8. Disbursements and other actions by Escrow Holder. Upon the
Close of Escrow, the Escrow Holder shall promptly cause the Grant
Deed and any other documents, which the parties hereto may mutually
direct, to be recorded in the official records.
9. Waiver of Relocation Expenses. Sellers are aware that if
they are occupying the Property at the Close of Escrow, they may be
entitled to recover from Buyer, Sellers' expenses incurred in
relocating their business and personal property to a new location.
Sellers hereby represent that they will not be relocating any
business or personal property as a result of this transaction.
Sellers hereby waive any and all rights they now have or may have
in the future, to relocation expenses or benefits to which they may
be entitled as a result of moving from the property as a result of
this transaction. Sellers hereby waive any and all rights they now
have or may have in the future, to relocation expenses or benefits
to which they may be entitled as a result of moving from the
property as a result of this transaction.
�o
Notice shall be deemed given as of the time of personal delivery or
forty -eight (48) hours following deposit in the United States
mail. Notice of change of address shall be given by written notice
in the manner detailed in this paragraph.
12. Brokers. Sellers represent and warrant to Buyer, and Buyer
represents and warrants to Sellers, that no broker or finder has
been engaged by them or.it, respectively, in connection with any of
the transactions contemplated by this Agreement, or- to their
knowledge is in any way connected with any of such transactions.
In the event of any such additional claims for brokers' or finders'
fees for consummation of this Agreement, then. Buyer shall
indemnify, save harmless and defend Sellers from and against such
claims if they shall be based upon any statement or representation
or agreement by Buyer, or its agents, servants, or employees, and
Sellers shall indemnify, save harmless and defend Buyer if such
claims shall be based upon any statement, representation, or
agreement made by Sellers, their agents, servants or employees.
13. Sellers! - Representations and warranties.
a. In addition to any express agreements of Sellers
contained herein, the following constitute representations and
warranties of Sellers 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) Sellers have the full right, power, and authority
to enter into this Agreement;
(2) There are no actions, suits, materials, claims,
legal proceedings or any other proceedings affecting the Property
or any portion thereof at law or in equity before any Court or
governmental agency, domestic or foreign;
(3) Sellers have 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 their predecessors in
interest;
(4) Sellers have no knowledge of any pending or
threatened proceeding in eminent domain or otherwise by any public
entity other than Buyer, which would affect the Property, or any
portion thereof, nor do Sellers know the existence of any facts
which might give rise to such action or proceedings;
(5) There are no leases., occupancies, or tenancies in i
effect pertaining to the Property that will continue beyond the `/�
close of escrow.
(6) There are no liens or encumbrances on or claims to,
or covenants, conditions and restrictions, easements, right of way,
rights of first refusal, options to purchase, or other matters
affecting the Property except the Conditions of Title and any
rights conferred to Buyer by this Agreement;
(7) sellers are not aware of any material adverse fact
or condition relating to the Property, or any portion thereof,
which has not been specifically disclosed in writing by Sellers to
Buyer;
i^
(8) Sellers have the legal power, right and authority to
enter into this Agreement, and to consummate the transaction
contemplated hereby;
(9) There are no fixtures on the Property in which
anyone other than Sellers has any claim, rights, or security or
other interest;
(10) There are no service or maintenance contracts,
management agreements or any other agreements which will affect
Buyer or the Property subsequent to the Close of Escrow;
(11) 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;
(12) There are no prescriptive or other easements
affecting the Property;
(13) There have been no underground storage tanks
installed on the Property after November 12, 1958, the date
Property was acquired by Sellers, and Sellers have no knowledge of
any earlier installation of any such tanks;
(14) In the event contamination or hazardous waste is
discovered on the property, Buyer shall recover from Sellers an
amount equal to the reduction in value of the property reflected by
such condition(s).
b. In the event that, during the period between the
execution of this Agreement, and the Close of Escrow, Sellers have
actual knowledge of, learn of, or have a reason to believe that any
of the above representations or warranties may cease to be true,
Sellers hereby covenant to immediately give notice to Buyer of the
change in circumstances. Upon Sellers notifying Buyer of the
change in circumstances, Buyer may, at its sole option, terminate
this Agreement and herewith shall be immediately returned.
Further,.in the event Buyer so elects to terminate, Buyer shall pay
all Escrow costs, if any, incurred by both parties herein under
this Agreement without further obligation to Buyer or Sellers.
14. Buyer's Right to Enter Prior to Close of-Escrow. Sellers
agree that Buyer and its officers, agents, employees and
contractors shall have the right to enter into and upon the.
Property prior to the Close of Escrow for the purpose- of-tAking-.
inspections, surveys, engineering, soils and geological tests,
including test borings and soundings, and other studies as Buyer
deems necessary or desirable for the improvement of the entry to
the Marsh Street Parking Structure, except that Buyer- shall not,
totally obstruct the ingress and egress of Sellers, their lessees,
servants, employees, and invitees thereof except as required to
perform work indicated in Sections 2 and 3.
15. Sellers' Right to Cross After Close of Escrow. Subsequent
to Close of Escrow Buyer agrees to allow Sellers the non- exclusive
use of the Property as would be permitted to the general public.
Buyer agrees to maintain a driveway ramp adjacent to Property at
883 Marsh Street and to allow Sellers to use this and the paved
entry to the Marsh Street Parking Structure to access the Parent
Property provided owners of Property at 883 Marsh Street also agree
to permit such access. This permission is granted as long as the
adjacent property at 871 Marsh Street is needed as the entry to the
Marsh Street Parking Structure. If this condition changes,
permission is revocable upon 90 days written notice.
16. Attorney's Fees. Should either of the parties to this
Agreement.bring any action or proceeding to construe or enforce the
terms, conditions or covenants contained in this Agreement, or the
validity thereof, then the party prevailing in such action or
proceeding shall.be entitled to recover all court costs and
reasonable attorney's fees, to be fixed by the court and taxed as
part of the judgment therein.
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17. Successors and Assigns. This Agreement shall be:bindin
upon, and shall inure to the benefit of, the successors, heirs, and
assigns of the parties hereto.
18. Required Action of Buyer and Sellers. Buyer and Sellers
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 time Close of Escrow in accordance with
the provisions hereof.
19. Entire Agreement. This 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.
20. 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.
21. 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.
22. Caption. The captions, paragraph and subparagraph 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.
23. Representation by Counsel.
an attorney in this transaction.
Both parties are represented by
The parties agree that each party
and counsel have reviewed this Agreement and that any rule of
construction to the effect that ambiguities are to be resolved
against the drafting party shall not apply in the interpretation of
this Agreement or any amendments or exhibits thereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
Seller_ s: :�� -t�_fin
Managing Partner Date
Clinic Properties Partnership
BUYER: CITY OF SAN LUIS OBISPO
YOR Date
ATTEST:
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10. Default. Sellers agree 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
decisions of the State of California, to compel Sellers to perform
their obligations under this Agreement by means of a specific
performance proceeding or Buyer may terminate this Agreement and
shall be entitled to recover from Sellers any amounts which Buyer
incurred or became liable for in connection with this transaction
including costs and expenses of Escrow otherwise to be paid by
Buyer.
11. Notices. All notices or other communication recuired 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:
Sellers:
Buyer:
Clinic Properties
1235 Osos Street
San Luis Obispo, CA 93401
City Attorney
City of San Luis Obispo
990 Palm Street.
P. O. Box 8100
San Luis Obispo, CA 93403 -8100
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