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HomeMy WebLinkAboutA21-04AGREEMENT NO . PURCHASE AND SALE AGREEMEN T THIS PURCHASE AND SALE AGREEMENT ("Agreement") is dated April 7, 2004 , and constitutes an agreement by which Bradley J . Bilsten, and Sara K . Bilsten, Trustees of th e Bilsten Family Trust, as to an undivided 50% interest, and Anthony G . Gomez and Karilyn L . Gomez, husband and wife as joint tenants, as to an undivided 50% interest, (collectivel y "Seller"), agrees to sell, and CITY OF SAN LUIS OBISPO, a chartered municipal corporation o f 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 se t forth, commonly known as 633 Palm Street, APN 002-412-003, 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 t o purchase from Seller, the Property upon the terms and conditions herein set forth . 2. Purchase Price .The Purchase Price of the Property shall be Six Hundred Fift y Thousand Dollars ($650,000) 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, (a s 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 equa l to the Purchase Price . 4. Conditions of Title .Fee simple absolute title to the Property shall be conveye d by Seller to Buyer by grant deed (which grant deed shall be fully executed and acknowledge d 1/1 42Ioy and deposited by Seller into escrow prior to the close thereof, subject to no reservations an d 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 writte n consent of, Buyer . With respect to any encumbrances securing obligations relative to the Property , including, but not limited to, deeds of trust, Seller covenants he will cause the removal of all sai d 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 th e 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). Buyer has previously obtained a preliminary titl e report from Cuesta Title Company, Order No . 807874, dated January 14, 2004 . Escrow shal l obtain and provide Buyer with an updated title report following the opening of escrow and shal l provide a copy of this report to Buyer . Buyer shall notify Seller in writing within ten (10 ) business days after receipt of the updated title report and the title documents reported a s exceptions in it ("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 no t 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 an y sums which have been deposited into Escrow by Buyer, and Seller shall bear the costs of escrow . 2/2 5 . Escrow. a.Opening of Escrow .Upon execution of the Agreement, escrow account s shall be opened expeditiously in a manner acceptable with Fidelity Title Insurance Company , San Luis Obispo, CA ("Escrow Holder"), Beth Beven, Escrow Officer, for the consummation o f this transaction . b.Close of Escrow .For the purposes of this Agreement, the "Close o f Escrow" shall be defined as the date that the Grant Deed conveying the Property to Buyer i s recorded in the official records of the County of San Luis Obispo . The parties agree to use thei r best efforts to effect the Close of Escrow, and the parties shall be in a position to close no late r than thirty (30) days after escrow is opened (the "Closing Date"). In the event that this escro w fails to close by the Closing Date (or as extended by the mutual written agreement of the partie s delivered to Escrow Holder prior to the closing Date) by reason of any defaults hereunder, th e defaulting party shall bear all costs and expenses of escrow . 6 .Costs and Expenses .Seller shall pay the costs and expense of the titl e insurance policy to be issued in favor of the Buyer pursuant to paragraph 4 hereof . Thi s transaction is exempt from deed recordation fees and documentary transfer taxes due to the fac t that Buyer is a public agency . Seller shall pay recording fees for any other documents which th e parties may mutually direct to be recorded in the official records . Buyer and Seller shall pay th e escrow fees of Escrow Holder . Escrow fees shall include, but not be limited to, Escrow Holder's customary charges to either party for document drafting, recording, and miscellaneous charges . Any real estate broker commission paid shall be paid by Seller from Seller's proceeds, throug h escrow . Buyer shall have no obligation to pay nor liability for any broker's commission . Real property taxes for the Property shall be cancelled upon the close of escrow . Escrow holder shal l file a tax cancellation request form, signed by City, with the County upon the date of the close o f 3/3 escrow . Seller shall hold all rights for collecting any refunds due from County for pre-paid taxe s paid by Seller prior to the close of escrow . Rents generated by the Property shall be prorated b y the Escrow Holder as of the close of escrow and any security deposits held shall be credited t o Buyer and debited from Seller's sale proceeds . 7.Disbursements and Other Actions by Escrow Holder .Upon the Close o f 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 o f the Purchase Price for the Property as follows : (1)Deduct therefrom all items chargeable to account of Seller pursuan t hereto and for the account of any lenders of record, pursuant t o separate instructions by Seller . (2)The remaining balance of the funds so deposited by Buyer shall b e disbursed to Seller promptly upon the Close of Escrow . b . Cause the Grant Deed and any other documents which the parties heret o may mutually direct to be recorded in the official records . 8 .Default .Seller agrees that if the within sale is not completed as herein provide d by fault of Seller, Buyer, at its option shall be entitled, in addition to any other remedy now o r hereafter available to Buyer under the laws or judicial decisions of the State of California, t o compel Seller to perform its obligations under this Agreement by means of a specifi c performance proceeding or by initiating an eminent domain action . In the event Seller is unabl e to deliver title within a reasonable period of time in accordance with the terms of thi s Agreement, then Buyer may file an action in eminent domain to pursue the acquisition of th e Property, and this Agreement shall constitute a stipulation which may be filed in sai d 4/4 proceedings as final and conclusive evidence of the total amount of damages for the taking , including all of the items listed in Section 1260 .230 of the Code of Civil Procedure, regardin g said property rights . 9.Notices .All notices or other communication required or permitted hereunde r 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 : Brad Bilsten 674 Higuera Street San Luis Obispo, CA 9340 1 Buyer : City of San Luis Obispo Attention : Public Works Directo r 955 Morro Street San Luis Obispo, CA 9340 1 Notice shall be deemed given as of the time of personal delivery or forty-eight (48) hour s following deposit in the United States mail . Notice of change of address shall be given b y written notice in the manner detailed in this paragraph . 10.Seller's Representation and Warranties . a . In addition to any express agreements of Seller contained herein, th e following constitute representations and warranties of Seller which shall be true and correct as o f the Close of Escrow (and the truth and accuracy of which shall constitute a condition to th e Close of Escrow): (1) There are no actions, suits, materials, claims, legal proceedings o r any other proceedings affecting the Property or any portion thereo f at law or in equity before any Court or governmental agency , domestic or foreign from governmental authorities pertaining t o violations of law or governmental regulations with respect to th e Property . 5/5 (2)Buyer is aware that there are three residential rental units on th e Property . The Seller shall render unto the Buyer all renta l agreements, any damage, cleaning, security deposits, or' prio r collected "last month's rent", if applicable . Rents received shall b e prorated based upon date of close of escrow and all such deposit s held by Seller shall be transferred to buyer as a credit throug h escrow . Seller shall also provide a Lease affidavit showing th e current rent rates of each unit, and the date rent has been paid to . (3)There are no liens or encumbrances upon, claims to, or covenants , conditions and restrictions, easements, right of way, rights of firs t refusal, options to purchase, or other matters affecting the Property except as contained in the Conditions of Title . (4)There is no material adverse fact or condition relating to th e Property, or any portion thereof (including but not limited to th e existence of any underground tanks or pipelines or any hazardou s waste or material). Which has not been specifically disclosed i n writing by Seller to Buyer, provided, however, Seller makes n o warranty that the Property will be free of any damage from o r infestation by wood destroying pests and organisms, including bu t not limited to termites, dry rot, and fungi ; and with respect to an y said damages from or infestation by wood destroying pests an d organisms, Buyer acknowledges that Buyer is purchasing th e property solely in reliance on Buyer's own investigation, in th e condition that it is in at Close of Escrow and that no structural pes t 6/6 control inspection shall be required . This transaction, however, i s subject to and contingent upon Buyer's approval of the condition o f the Property after completion by Buyer of a physical inspection o f such, for which Seller hereby agrees to provide Buyer with access t o the Property, inside and out, to conduct such inspection . Such inspection shall be conducted within 14 days of the date of thi s Agreement . If any conditions unsatisfactory to Buyer are found , Buyer shall inform Seller of such within 16 days of the date of thi s Agreement, and Seller shall respond as to whether Seller will correc t such deficiencies prior to the close of escrow . Buyer retains th e rights to cancel this transaction without further obligation or liabilit y in the event that Buyer objects to the condition of the Property afte r completing its physical inspection . (5)Seller has the legal power, right and authority to enter into thi s Agreement, and to consummate the transaction contemplate d hereby . (6)There are no service or maintenance contracts, managemen t agreements or any other agreements which will affect Buyer or th e Property subsequent to the Close of Escrow . (7)There are no encroachments onto the Property of improvement s located on any adjoining property nor do any improvements locate d on the Property encroach onto any other adjoining property . (8)Seller warrants and represents that there are no prescriptive or othe r easements affecting the Property. 7/7 a . In the event that, during the period between the executio n of this Agreement, and the Close of Escrow, Seller ha s actual knowledge of, learns of, or has a reason to believ e that any of the above representations or warranties ma y cease to be true, Seller hereby covenants to immediatel y give notice to Buyer of the change in circumstances . Upo n Seller notifying Buyer of the change in circumstances, Buyer may, in addition to any other recourse or remed y provided by law, at its sole option, terminate thi s Agreement and all funds deposited into Escrow o r delivered to Seller in connection herewith shall b e immediately returned . Further, in the event Buyer so elect s to terminate, Seller shall pay all Escrow costs, if any , incurred by both parties herein under this Agreement . 11. Survival of Conditions . The covenants, agreements, representations an d warranties made in Paragraph (10) shall survive the Close of Escrow and the recordation an d delivery of the Grant Deed conveying the Property to Buyer and any investigations by th e parties . 12. Successors and Assigns . This Agreement shall be binding upon, and shal l inure to the benefit of, the successors, heirs, and assigns of the parties hereto . 13.Required Action of Buyer and Seller .Buyer and Seller agree to execute al l such instruments and documents and to take all actions pursuant to the provisions hereof in orde r 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. 8/8 14.Entire Agreement .This Agreement contains the entire agreement between th e parties hereto relating to the Property, and may not be modified except by an instrument i n writing signed by the parties hereto . 15.California Law .This Agreement has been entered into and is to b e performed in the State of California and shall be construed and interpreted in accordance wit h the laws of the State of California . 16.Waivers .No waiver by either party of any provision hereof shall be deeme d a waiver of any other provision hereof or of any subsequent Breach by either party of the same o r any other provision . 17.Caption .The captions, paragraph and subparagraph numbers appearing i n 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 an y way affect this Agreement . 18.Settlement Proposal .This Agreement represents Seller's settlement proposal and i s expressly subject to and contingent upon Buyer's acceptance and approval . Deposit into escro w of a fully executed copy of this Agreement constitutes acceptance and approval by Buyer . This Agreement is subject to and conditioned upon approval and ratification by the City Council o f the City of San Luis Obispo . This Agreement is not binding upon the City until executed by th e appropriate City official(s) acting in their authorized capacity . IN WITNESS WHEREOF,THE PARTIES HERETO HAVE EXECUTED THI S Agreement as of the date and year first above written . Signatures follow on next page ... 9/9 SELLER The Bilsten Family Trust nt o Gomez .,Aa an,. Go mc~pBy Sara .(tco—J Sara K . Bilsten, Truste e BUYER City of San Luis Obisp o A Charter-d unicipal Corporation Name :rv)o, hr) Title :c - /j /4..44 Date :V/rA Attest : n ~ iane Keyn L s Deputy Cit Jerk Approved as to Form : 10/10