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HomeMy WebLinkAbout07/05/1995, C-4 - PROPERTY ACQUISITION - 972 NIPOMO STREET 11`I�Nlll���lln�� ^„III MEETING DATE: II Ilryu� C,"1 LU O San IS OBISpO July 5, 1995 On. is COUNCIL AGENDA REPORT REM NUMBER:�f� FROM: Mike McCluskey, Public Works Director3v SUBJECT: Property Acquisition - 972 Nipomo Street CAO RECOMMENDATION: By motion, authorize the Mayor to enter a contract for purchase of the property known as 972 Nipomo Street, APN 002-412-002, with Development Services, Inc., in an amount of $225,000; funding to be provided by the parking fund. DISCUSSION: The property located near the comer of Nipomo and Palm Street, with an address of 972 Nipomo 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 property in this area. 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, Jerry Holland Real Estate, and began negotiations. There are no other offers outstanding on the piece of property. 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 H 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. Attachment agreement 972cao/mm4 AGREEMENT NO. PURCHASE AND SALE AGREEMENT (972 Nipomo Street) THIS PURCHASE AND SALE AGREEMENT ("Agreement") is dated and constitutes an agreement by which ("Seller") , DEVELOPMENT SERVICES, INC. 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 972 Nipomo Street, APN 002-412-002, 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 Twenty Five Thousand Dollars ($225,000) cash. 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, (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. 4. 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 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 2 ( '7J Escrow Holder shall return to Buyer any sums which have been deposited into Escrow by Buyer, and Seller shall bear the costs of escrow. S. Escrow. a. Opening of Escrow. Upon execution of this Agreement, escrow accounts shall be opened expeditiously in a manner acceptable with Cuesta Title, San Luis Obispo, CA ("Escrow Holder") , for the consummation of this transaction. A deposit of One Thousand Dollars ($1, 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") . 6. Costs and Expenses. 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 3 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. 7. Disbursements and other Actions b9 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. b. Cause the Grant Deed and any other documents which the parties hereto may mutually direct to be recorded in the official records. S. ' 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. 4 ��J 9. 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. Jerry Holland Jerry Holland Real Estate 1320 Santa Rosa 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. 10. Sellers' 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 in equity before any Court or governmental agency,. domestic or foreign; 5 (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 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 6 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 improvements located on the Property encroach onto any other adjoining property. (lo) a. 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 7 C. "7-0 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. 11. 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 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. 12. Structures. Buyer agrees that Seller may remove all structures from the premises prior to close of escrow. 13. Site Clearance. Seller shall cause to be removed all personal property, trash, and debris from the premises prior to the 8 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. 14. 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. 15. 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. 16. 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 efforts to accomplish the timely Close of Escrow in accordance with the provisions hereof. 17. 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. 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. 9 • • 1 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 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. 21. 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 Indemnitor's conduct with respect to this transaction. 10 ew-// IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. SELLERS BUYER Development Services, Inc. CITY OF. SAN LUIS OBISPO 972 -Nip om Street San Luis Ob' o, CA 93401 By MAYOR ATTEST: CITY CLERK APPROVED AS�/yTO FORM: 9' mo i /r0AT RN jF 977rdpamo/mm4 11