HomeMy WebLinkAbout06/20/1995, C-7 - PROPERTY ACQUISITION - CORNER OF NIPOMO AND PALM STREET MEETING DATE:
10111 city O f San ► _. .S OBISPO JUNE 1995
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COUNCIL AGENDA REPORT NUMBER/ 7
FROM: Mike McCluskey, Public Works Directore{3M
SUBJECT: Property Acquisition - Comer of Nipomo and Palm Street
CAO RECOMMENDATION:
By motion, authorize the Mayor to enter a contract for purchase of the property
known as 609 Palm Street, APN 002-412-001, with Nipomo-Palms Partnership, in an
amount of $239,000; funding to be provided by the parking fund.
DISCUSSION:
The property located at the comer of Nipomo and Palm Street, with an address of 609 Palm Street,
recently came on the market for sale. The Downtown Physical Concept Plan designates this area
as a future site of a multi-story parking garage facility. Staff consulted with the committee
responsible for developing the Physical Downtown Concept, as well as the BIA Parking Committee,
and received positive feedback as to direction to purchase. At the May 23, 1995 City Council
meeting, in closed session, the City Council authorized staff to negotiate the purchase of said
property.
Staff contacted the agent involved in representing the property, The Real Estate Group, and began
negotiations. There is an existing offer on the piece of property; and the offer being made, via this
item, is contingent upon that offering being cancelled either by the potential buyer or the seller.
Assuming the existing offer to purchase is cancelled, the seller has agreed to the terms and
conditions for the purchase of the property as offered by the City.
Purchase of the property is subject to a Phase I hazardous assessment and a Phase II assessment,
should that be identified in the Phase I assessment. Should the results of either of those two
assessments show significant contamination beyond which the City, as the buyer, or the seller wish
to pursue, the contract can be renegotiated. Property is to be delivered once sold, with free and
clear title. Finally, the contract allows the seller to remove the building at the seller's option as a
condition of sale. As the site is contemplated for a future parking lot, the City, as buyer, has no
current need for a building to own and manage; and, therefore, the City has given the seller the
option of selling and removing the building from the site prior to close of escrow.
FISCAL IMPACT:
The purchase of this property will be funded from the parking fund. Sufficient funds are available
and there will be no negative impact to the fund's ability to purchase a third parking garage site and
construct a third parking garage.
Aftuftment agreemmt
LIZ I
AGREEMENT NO.
PURCHASE AND BALE AGREEMENT
(609 Palm Street)
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is dated
and constitutes an agreement by
which ("Seller") , NIPOMO-PALMS PARTNERSHIP, agrees to sell, and
CITY OF SAN LUIS OBISPO, a chartered municipal corporation of the
State of California ("Buyer") , agrees to purchase that certain real
property ("Property") legally described in the attached Exhibit A,
incorporated herein by reference as though fully set forth,
commonly known as 609 Palm Street, APN 002-412-001, City of San
Luis Obispo, California.
The terms and conditions of this Agreement, 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 Two Hundred Thirty Nine Thousand Dollars ($239, 000) cash.
3. Conditional Offer. This agreement is conditional upon,
and subject to, cancellation of an existing offer to purchase the
subject property.
4. 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, (as defined below) for
disbursement to the Seller, as provided for in this Agreement, cash
or check, or warrant, of the City of San Luis Obispo, made payable
to Escrow Holder in the amount equal to the Purchase Price.
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S. Conditions of Title. Fee simple absolute title to the
Property shall be conveyed by Seller to Buyer by grant deed (which
grant deed shall be fully 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.
With respect to any encumbrances securing obligations relative
to the Property, including, but not limited to, deeds of trust,
Seller covenants they will cause the removal of all said
encumbrances by the Close of Escrow (as defined below) .
Title shall be evidenced by the willingness of the Escrow
Holder 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 Title (at
Buyer's option, an A.L.T.A. policy of title insurance may be
substituted) . Seller will furnish Buyer within ten (10) days of
the opening of escrow a preliminary title report and the documents
reported as exceptions in it ("title documents") . Buyer shall
notify Seller in writing within ten . (10) business days after
receipt of the report and the title documents of Buyer's
disapproval of any exception in it. If Escrow Holder (as defined
below) is unwilling to issue such insurance policy, or if Sellers
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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, all Escrow
Holder's 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.
6. Escrow.
a. Opening of Escrow. Escrow shall not be opened until
an existing offer to purchase has been cancelled. Upon execution
of this Agreement, escrow accounts shall be opened expeditiously in
a manner acceptable with Chicago Title Insurance Company, San Luis
Obispo, CA ("Escrow Holder") , for the consummation of this
transaction. A deposit of Ten Thousand Dollars ($10,000) shall be
given to Escrow Holder upon opening.
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, and
the parties shall be in a position to close no later than thirty
(30) days after escrow. is opened (the "Closing Date") .
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7. Costs and Mwenses._ The costs and expense of the title
insurance policy to be issued in favor of the Buyer pursuant to
paragraph 4 hereof, shall be paid by Seller. 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. The escrow fees of Escrow
Holder shall be split equally between Buyer and Seller. Escrow
fees shall include, but not be limited to, Escrow Holder's
customary charges to either party 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.
S. 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
Sellers pursuant hereto and for the account of any
lenders of record, pursuant to separate instructions by
Sellers.
(2) The remaining balance of the funds so deposited by Buyer
shall be disbursed to Seller promptly upon the Close of
Escrow.
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b. Cause the Grant Deed and any other documents which the
parties hereto may mutually direct to be recorded in the official
records.
9. Default. Seller agrees that if the within sale is not
completed as herein provided by fault of Seller, 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 Seller to perform its
obligations under this Agreement by means of a specific performance
proceeding.
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: Mr. John .C. Hough, Broker
The Real Estate Group of San Luis Obispo
962 Mill Street
San Luis Obispo, CA 93401
Buyer: City of San Luis Obispo
Attention: Public Works Director
955 Morro Street
San Luis Obispo, CA 93401
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.
11. Sellers' Representations and Warranties.
a. In addition to any express agreements of Seller contained
herein, the following constitute representations and warranties of
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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 in equity
before any Court or governmental agency, domestic or
foreign;
(2) Seller has not received any notices from governmental
authorities pertaining to violations of law or
governmental regulations with respect to the Property,
(3) Seller has no knowledge of any pending or threatened
proceeding in eminent domain or otherwise by any public
entity 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 proceedings.
(4) There exists an existing structure on the property which
is currently vacant and without tenants. There exists no
current rental or lease agreement and seller agrees that
the property shall remain vacant and no rental or lease
agreements for the property shall be made with
prospective tenants during the escrow period.
(5) There are no liens or encumbrances upon, claims to, or
covenants, conditions and restrictions, easements, right
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of way, rights of first refusal, options to purchase, or
other matters affecting the Property except as contained
in the Conditions of Title.
(6) There is no material adverse fact or condition relating
to the Property, or any portion thereof (including but
not limited to the existence of any underground tanks or
pipelines or any hazardous waste or material) , which has
not been specifically disclosed in writing by Seller to
Buyer, provided, however, Seller makes no warranty that
the property will be free of any damage from or
infestation by wood-destroying pests and organisms,
including but not limited to termites, dry rot, and
fungi; and with respect to any said damages from or
infestation by wood destroying pests and organisms, Buyer
acknowledges that Buyer is purchasing the property solely
in reliance on Buyer's own investigation, in the
condition that it is in at Close of Escrow and that no
structural pest control inspection shall be required.
(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 service or maintenance contracts, management
agreements or any other agreements which will affect
Buyer or the Property subsequent to the Close of Escrow.
(9) There are no encroachments onto the Property of
improvements located on any adjoining property nor do any
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improvements located on the Property encroach onto any
other adjoining property.
(10) Seller warrants and represents that there are no
prescriptive or other easements affecting the 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 circumstances, Buyer may, in addition to
any other recourse or remedy provided by law, 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 terminate, Seller shall pay all Escrow
costs, if any, incurred by both parties herein under this
Agreement.
12. Environmental Site Assessment. Seller agrees that Buyer,
at Buyer's expense, may cause to be performed a Phase I,
environmental site assessment to determine the potential
contamination of the site. Should the Phase I report indicate a
need for additional research, i.e. a Phase II report, seller also
agrees that Buyer, at Buyer's expense, may also cause such work to
be performed. Seller agrees to allow full site access to all
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persons associated with such activities and agrees to hold harmless
and indemnify the Buyer's and its agents associated with this
activity. Buyer reserves the right to terminate this agreement or
renegotiate any terms and conditions of this agreement, dependent
upon Buyer determining unsatisfactory results of the findings of
either or both of the reports.
13. Structures. Buyer agrees that Seller may remove all
structures from the premises prior to close of escrow.
14. Site Clearance. Seller shall cause to be removed all
personal property, trash, and debris from the premises prior to the
close of escrow. Buyer has the right to inspect the premises 24
hours prior to the scheduled close of escrow to insure this
provision has been completed to Buyer's satisfaction.
15. Survival of Conditions. The covenants, agreements,
representations and warranties made in Paragraph (11) 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.
16. Successors and Assigns. This Agreement shall be binding
upon, and shall inure to the benefit of, the successors, heirs, and
assigns of the parties hereto.
17. Required Action 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
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efforts to accomplish the timely Close of Escrow in accordance with
the provisions hereof.
18. 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.
19. 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.
20. 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.
21. 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 or intent of such paragraph of this Agreement, nor in any
way affect this Agreement.
22. Broker's Fees or Commission. Buyer and Seller hereby
acknowledge that Seller shall pay any broker's commission or
finder's fee with regard to this transaction; and the Seller
("Indemnitor") agrees to indemnify and hold the other harmless from
and against all liability, claims, demands, damages or costs of any
kind arising from or connected with any broker's or finder's fee or
commission or charge claimed to be due any person arising from
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Indemnitor's conduct with respect to this transaction.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
SELLERS BUYER
Nipomo-Palms Partnership CITY OF SAN LUIS OBISPO
by Sanford B. White
3563 Sueldo, Suite W
San Luis Obispo, CA 93401
By
MAYOR
ATTEST:
CITY CLERK
APPROVED AS TO FORM:
I A EY
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