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HomeMy WebLinkAbout07/20/1999, C12 - PROPERTY PURCHASE AT 1016 WALNUT STREET council 7� 0.99 j acEnda PepoRt C12` CITY OF SAN L U IS O B I S P O FROM: James M. Gardiner, Chief of Polio Prepared By: Bart Topham, Captain SUBJECT: PROPERTY PURCHASE AT 1016 WALNUT STREET CAO RECOMMENDATION • Approve purchase agreement and authorize City Administrative Officer to sign agreement and escrow documents. • Appropriate an additional $54,500 for this purchase, which is the difference between the amount approved in the 1999-01 Financial Plan ($259,000) and the actual purchase price ($313,500). As set forth in the Financial Plan, this purchase will be debt financed. DISCUSSION Background. In closed session on July 6, 1999, the Council approved $313,500 for the purchase of property located at 1016 Walnut Street, adjacent to the Police Station. The intended use for the property is future office space and parking. The Council further directed staff to complete negotiations and prepare an agreement for approval (see attached). Staff has completed these goals and recommends approval and authorization for the City Administrative Officer to sign agreement. Staff also recommends that the budget be amended to fund the additional $54,500 in costs. Review and Concurrences. All necessary inspections and reports have been completed and are on file in the City Clerk's office for review. The Planning Commission meets on July 14, 1999 to determine compliance with the General Plan. Staff will update the Council on the Planning Commission's findings by the July 20, 1999 Council meeting. FISCAL IMPACT During the 1999-01 budget process, the Council approved $259,000 for this purchase to be funded through debt financing. However, on July 6, 1999, the Council approved a final purchase price of$313,500. This $54,500 difference will result in an increase of about $4,500 annually in debt service costs ($24,500 versus $20,000)beginning in 2000-01. ATTACBAZNT Purchase Attachment A Escrow papers, Environmental Property Transaction Screen, and Home Inspection Report available in the Council Reading File C12-1 1U iQ �lw^h.ivu i Q A-m • r + \ r + I/ / Av + t' r - + + I r ♦ I r / + / � Q,G I , CITY OF SAN LUIS OBISPO GEODATA SERVICES 955 MORRO STREET C12-2 SAN LUIS OBISPO.CA 93401 (805)781-7167 04/20/99 15:14 AF,E,cLacnmeaL ti AGREEMENT NO. PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is dated , and constitutes an agreement by which Philippe B. Craig, Trustee, or his successor Trustee(s), of the P.B.C. Trust, under Trust dated August 1, 1986 ("Seller"), 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 1016 Walnut Street,APN 001-205-005, 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 condition herein set forth. 2. Purchase Price. The Purchase Price of the Property shall be Three Hundred Thirteen Thousand, Five Hundred Dollars($313,500)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.") C12-3 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 convenants he 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 and expense, an A.L.T.A. policy of title insurance may be substituted). Seller will famish Buyer with 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 with 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 Seller has 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. 5. Escrow. a. Opening of Escrow. Upon execution of the Agreement, an escrow account shall be opened expeditiously in a manner acceptable with First American Title Insurance Company, San Luis Obispo, California("Escrow Holder"), for the consummation of this transaction. C12-4 1 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 sixty (60) days after the escrow is opened(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 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 paid by Buyer. 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. 7. Disbursement and Other Actions by Escrow Holder.Upon the Close of Escrow, Escrow Holder shall promptly undertake all of the following in the manner herein below indicated: a. Disburse all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price for the Property as follows: C12-5 1) Deduct therefrom all items chargeable to account of Seller pursuant hereto and for the account of any lenders of record, pursuant to separate instruction 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. Default. Seller agrees that if the within sale is not completed as herein provided by fault of Seller, Buyer, as 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. 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: Philippe B. Craig, Trustee P.B.0 Trust 1016 Walnut Street San Luis Obispo CA 93401 Buyer: City of San Luis Obispo Attn: Captain Bart Topham PO Box 1328 San Luis Obispo CA 93406 Notice shall be deemed given as of the time of personal delivery or forty-eight (48) 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. C12-6 10. 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 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 other than Buyer which would affect the Property, or any portion thereof, nor does Seller know the of existence of any facts which might give rise to such action or proceedings. 4) 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. 5) There is no material adverse fact or condition relating to the Property, or any portion thereof(including but not limited to the C12-7 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, or disclosed in the Building Inspection report or the Environmental Property Transaction Screen obtained by 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"as is" and 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. 6) Seller has the legal power, right, and authority to enter into this Agreement, and to consummate the transaction contemplated hereby. 7) 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. 8) 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. C12-8 9) 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 reason to believe that any of the above representations or warranties may cease to be true, Seller hereby convenants to immediately give notice to Buyer of the change in circumstances. Upon Seller notifying Buyer of the change in circumstances, Buy 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. Survival of Conditions. The covenants, agreements, representations, and warranties made in Paragraph 10 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. 12. 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. 13. 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. C12-9 14. 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. 15. 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. 16. 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 or of the same or any other provision. 17. Caption. The captions,paragraph, and sub-paragraph 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. 18. 1031 Exchange.Buyer acknowledges that Seller may wish to sell the Property by way of a 1031 Exchange. Buyer agrees to cooperate in any such 1031 Exchange,provided it shall be at Seller's sole cost and risk, and shall not unreasonably delay the Close of Escrow. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS Agreement as of the date and year first above written. SELLER BUYER PHILIPPE B. CRAIG, TRUSTEE CITY OF SAN LUIS OBISPO of .0 T t B : By: AeeROVE0 AS TO FORM: ATTEST: G. C12-10