HomeMy WebLinkAbout98-093 CC Resolution
RESOLUTION NO. 98-93
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING "PURCHASE AND SALE
AGREEMENT AND ESCROW INSTRUCTIONS" BETWEEN THE
CITY OF TEMECULA AND LORRAINE CLARK (TEMECULA
MERCANTILE BUILDING)
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY
RESOLVE AS FOLLOWS:
Section 1. The City Council of the City of Temecula does hereby find, determine and
declare that:
A. On September 4, 1998 the City delivered Seller an offer to purchase the
real property described in the Purchase and Sale Agreement and Escrow Instructions, attached
hereto as Exhibit "A" and made a part hereof (the "Property").
B. On September 8, 1998, the City Council of the City of Temecula adopted
Resolution No. 98-91, "A RESOLUTION OF NECESSITY OF THE CITY OF TEMECULA
DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND
AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH COMMUNITY
FACILITIES IN THE OLD TOWN AREA (TEMECULA MERCANTILE BUILDING)" establishing
the City's authority under the Eminent Domain Law to acquire the Property by eminent domain
and directing the filing of an eminent domain action to acquire the Property (the "Resolution").
C. Following adoption of the Resolution, City and the property owner
negotiated terms by which the City would acquire the Property so as to avoid eminent domain
proceedings and now desire to set forth in this Agreement the terms and conditions of the City's
acquisition of the Property.
D. City intends to use the Property for publiC purposes allowed by law,
including, but not limited to, subsequent conveyance of the Property to other governmental
entities for public purposes.
Section 2. The City Council hereby approves that certain agreement entitled
"Purchase and Sale Agreement and Escrow Instructions" by and between the City of Temecula
and Lorraine Clark (the "Agreement"). The Mayor is authorized to execute the Agreement on
behalf of the City in substantially the form attached hereto as Exhibit A.
Section 3. The City Manager is hereby directed and authorized to execute such
other documents, including without limitation, escrow instructions and amendments thereto,
certificates of acceptance, agreements for payments of lost rent, or certifications, as may be
necessary or convenient to implement the terms of the Agreement.
Section 4. The City Clerk shall certify the adoption of this Resolution.
Rasos 98-93
PASSED, APPROVED AND ADOPTED, by the City Council of the City of Temecula this
22nd day of September, 1998
d~Yor
ATTEST:
~
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA
I, Susan W. Jones, City Clerk of the City of Temecula, California, do hereby certify that
Resolution No. 98-93 was duly and regularly adopted by the City Council of the City of
Temecula at a regular meeting thereof held on the 22nd day of September, 1998, by the
following vote:
AYES:
3
COUNCILMEMBERS:
Comerchero, Ford, Undemans
NOES:
o
COUNCILMEMBERS:
None
ABSENT:
1
COUNCILMEMBERS:
Roberts
ABSTAIN:
1
COUNCILMEMBERS:
Stone
Rasos 98-93
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PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
(TEMECULA MERCANTILE BUILDINGl
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is dated and entered into as of September 22, 1998 by and between Lorraine Clark
("Seller"), and the CITY OF TEMECULA, a municipal corporation ("City"), and constitutes both an
agreement to purchase and sell real property between the parties and the parties" escrow
instructions directed to First American Title Insurance Company ("Escrow Holder"). In
consideration of the premises operative provisions and the recitals set forth in this Agreement, the
parties hereto agree as follows:
1. Recitals. The parties hereto represent to each other that the following
facts and purposes are true and correct:
a. On September 4, 1998 the City delivered Seller an offer (the
"Offer") to purchase the real property described in Exhibit "A" attached hereto and made a part
hereof (the "Property").
b. On September 8, 1998, the City Council of the City of Temecula
adopted Resolution No. 98-91, "'A RESOLUTION OF NECESSITY OF THE CITY OF TEMECULA
DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND
AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH COMMUNITY
FACILITIES IN THE OLD TOWN AREA (TEMECULA MERCANTILE BUILDING)" establishing the
City's authority under the Eminent Dpmain Law to acquire the Property by eminent domain and
diretting the filing of an eminent domain action to acquire the Property (the "Resolution").
c. Following adoption of the Resolution, City and Seller negotiated
terms by which the City would acquire the Property so as to avoid eminent domain proceedings
and now desire to set forth in this Agreement the terms and conditions of the City's acquisition of
the Property.
d. City intends to use the Property for public purposes allowed by law,
including, but not limited to, subsequent conveyance of the Property to other governmental
entities for public purposes.
2. Purchase and Sale. On the Close of Escrow (as herein defined), Seller
agrees to sell the Property to City, and City agrees to buy the Property from Seller, on the terms
and conditions hereinafter set forth.
3. Purchase Price. The purchase price for the Property to be paid by City is
the-sum of Five Hundred Twenty Eight Thousand Dollars ($528,000.00) (the "Purchase Price"),
which sum shall be paid in full in cash on the Close of Escrow together with City's share of the
closing costs. "-
4. Title and Title Insurance. Upon the Opening of Escrow, Escrow Holder
shall order from First American Title Company ("Title Company") a title commitment for the
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Property. Escrow Holder shall also request two copies each of all instruments identified as
exceptions on said title commitment. Upon receipt of the foregoing, Escrow Holder shall deliver
these instruments and the title commitment to City and Seller. City's fee title to the Property shall
be insured at the Close of Escrow by a CLTA Owner's Standard Coverage Policy of Title
Insurance in the amount of the Purchase Price (the "Policy"). The Policy of title insurance
provided for pursuant to this Section shall insure City's fee interest in the Property free and clear
of all liens, encumbrances, restrictions, and rights-of-way of record, subject only to the following
permitted conditions of title ("Permitted Title Exceptions"):
a. TAe applicable zoning, building and development regulations of any
municipality, county, state or federal jurisdiction affecting the Property; and
b. Those non-monetary exceptions approved by City within fifteen (15)
business days after the date City receives the title commitment and legible copies of all
instruments noted as exceptions therein. If City unconditionally disapproves any such excep-
tions, Escrow shall thereupon terminate, all funds deposited therein shall be refunded to City (less
City's share of escrow cancellation charges), and this Agreement shall be of no further force or
effect. If City conditionally disapproves any such exceptions, then Seller shall use Seller's best
efforts to cause such exceptions to be removed by the Close of Escrow. If such conditionally
disapproved non-monetary exceptions are not removed by the Close of Escrow, City may, at
City's option, either accept the Property subject to such encumbrances, or terminate the Escrow
and receive a refund of all funds deposited into Escrow (less City's share of escrow cancellation
charges), if any, and this Agreement shall thereupon be of no further force or effect. At the Close
of Escrow, City's fee title to the Property shall be free and clear of all monetary encumbrances.
5. Grant Deed. Seller covenants and agrees to deposit with Escrow Holder
prior to the Close of Escrow a Grant Deed duly executed and acknowledged by Seller, granting
and conveying to City the Property. The Grant Deed shall be in a form satisfactory to City and
City's counsel and shall be accepted by City prior to recording.
6. Authorizatioqto Record Documents and Disburse Funds.
a. Escrow Holder is hereby authorized to record the documents and
disburse the funds and documents called for hereunder upon the Close of Escrow, provided each
of the following conditions has then been fulfilled:
(1) Title Company can issue in favor of City the Policy, showing
the Property vested in City subject only to the Permitted Title Exceptions. Escrow Holder shall
use the proceeds of the Purchase Price to obtain partial reconveyance, if necessary, of any
monetary liens encumbering the Property, so that the Property shall be free and clear of monetary
liens and encumbrances at the Close of Escrow.
(2) Escrow Holder shall have received City's notice of approval
or satisfaction or waiver of all of the contingencies to City's obligations hereunder, as provided for
in Section 12; and
(3) Seller shall have deposited in Escrow the Grant Deed
required by Section 5.
b. Unless otherwise instructed in writing, Escrow Holder is authorized
to record at the Close of Escrow any instrument delivered through this Escrow if nec~ssary or
proper for issuance of the Policy, including the Grant Deed.
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7. Escrow. The parties hereby establish an escrow ("Escrow") to
accommodate the transaction contemplated by this Agreement. For purposes of this Agreement,
Opening of Escrow shall mean the date on which Escrow Holder shall have received a fully
executed original of this Agreement from City and Seller. Close of Escrow shall be the date upon
which the Grant Deed to City is delivered and recorded in the Official Records of the County of
Riverside. The Close of Escrow shall be on the date which is not later than the first business day
occurring sixty (60) days after the date of this Agreement. Before the Close of Escrow, all risk of
loss and damage to the Property from any source whatsoever shall be solely that of Seller.
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8. Escrow Charges and Prorations. City shall pay for the cost of the CL T A
Owner's Standard Coverage Policy of Title Insurance, the Escrow fees and Escrow Holder's
customary out-of-pocket expenses for messenger services, long distance telephone, etc. City
shall pay for recording the Grant Deed and any documentary or other local transfer taxes, and any
other recording fees. If the Escrow shall fail to close through no fault of either party, City shall pay
all Escrow cancellation charges.
9. License to Enter. Seller hereby grants to City and City's authorized
agents, contractors, consultants, assigns, attorneys, accountants and other representatives an
irrevocable license to enter upon the Property for the purpose of making inspections and other
examinations of the Property, including, but not limited to, the right to perform soil and geological
tests of the Property and an environmental site assessment thereof. City shall give Seller
reasonable notice before going on the Property. City does hereby indemnify and forever save
Seller, Seller's heirs, successors and assigns, and the Property, free and harmless from and
against any and all liability, loss, damages and costs and expenses, demands, causes of action,
claims or judgments, whether or not arising from or occurring out of any damage to the Property
as a result of any accident or other occurrence at the Property which is in any way connected with
City's inspections or non-permanent jrnprovements involving entrance onto the Property pursuant
to this Section. If City fails to acquire the Property due to City's default, this license shall terminate
upon the termination of City's right to purchase the Property. In such event, City shall.remove or
cause to be removed all City's personal property, facilities, tools and equipment from the Property.
10. Warranties and Reoresentations of Seller. Seller hereby represents and
warrants to City the following, it being expressly understood and agreed that all such
representations and warranties are to be true and correct as of the Close of Escrow and shall
survive the Close of Escrow:
a. That (i) on the Close of Escrow the Property shall be free and clear
of any and all hazardous or toxic substances, materials. and waste, including, but not limited to.
asbestos; (iI) the Property is in compliance with all applicable statutes and regulations, including
environmental, health and safety requirements; (iii) all businesses on the Property have disposed
of their waste in accordance with all applicable statutes, ordinances, and regulations; and (iv)
Seller has no notice of any pending or threatened action or proceeding arising out of the condition
of the Property or alleged violation of environmental, health or safety statutes, ordinance or
regulations To this end, it is agreed that notwithstanding the conveyance of the Property to City,
Seller shall indemnify, protect, defend and hold harmless City from and against any and all claims,
liabilities, suits. losses, costs, expenses and damages. including but not limited to attorneys' fees
and costs, arising out of any claim for loss or damage to any property, including the Property,
injuries to or death of persons, or for the cost of cleaning up the Property and removing hazardous
or toxic substances, materials and waste therefrom, by reason of contamination or adverse effects
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on the environment, or by reason of any statutes, ordinances, orders, rules or regulations of any
governmental entity or agency requiring the clean-up of the Property, caused by or resulting from
any hazardous material, substance or waste existing on, under or about the Property on the Close
of Escrow.
b. That Seller is the sole owner of the Property free and clear of all
liens, claims, encumbrances, easements, encroachments from adjacent properties,
encroachments by improvements or vegetation on the Property onto adjacent property, or rights
of way of any nature, other than those that may appear on the title commitment. Seller shall not
further encumber the Property or allow the Property or to be further encumbered prior to the Close
of Escrow. '
c. Neither this Agreement nor anything provided to be done hereunder
including the transfer of the Property to City, violates or shall violate any contract, agreement or
instrument to which Seller is a party, or which affects the Property, and the sale of the Property
herein contemplated does not require the consent of any party not a signatory hereto.
d. There are no mechanics', materialmen's or similar claims or liens
presently claimed or which will be claimed against the Property for work performed or commenced
prior to the date of this Agreement. Seller agrees to hold City harmless from all costs, expenses,
liabilities, losses, charges, fees, including attorney fees, arising from or relating to any such lien or
any similar lien claimed against the Property and arising from work performed or commenced prior
to the Close of Escrow.
e. There are no written or oral leases or contractual right or option to
lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the
Property or any part thereof, and no persons have any right of possession to the Property or any
part, thereof. ~
1. Seller has no knowledge of any pending, threatened or potential
litigation, action or proceeding against Seller or any other Party before any court or administrative
tribunal which is in any way related to the Property.
11. Full Payment of All Obligations of City. It is understood and agreed
between Seller and City that the payments made to Seller as set forth in this Agreement represent
an all inclusive settlement and is fLf'+ and complete payment for just compensation for the
acquisition of all property interests pertaining to the Property and includes and satisfies any and all
other payments, if any, which may be required by law to be paid to Seller arising out of the
acquisition and displacement of the Seller and persons residing on the Property, and specifically
includes, but is not limited to, claims for severance and other damages, attorney's fees, interest,
expenses of litigation, expert's fees, pre-condemnation damages, inverse condemnation, owner
participation rights under the Redevelopment Plan, relocation assistance and/or benefits under
the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C.
4601, et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the
State of California (Section 7260, et seq.), and loss of business goodwill under the Eminent
Domain Law, Code of Civil Procedure Section 1263.510, and all costs and expenses whatever in
connection therewith. Seller hereby acknowledges that City has advised Seller of the possible
availability of such relocation assistance rights to Seller and that the waiver of all rights by Seller
herein set forth are free and voluntary.
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12. City's Contingencies. a. For the benefit of ,City, the Closing of Escrow
and the City's obligation to consummate the purchase of the Property shall be contingent upon
and subject to the occurrence of all of the following (or City's written waiver thereof, it being
agreed that City can waive any or all such contingencies) on or before the Close of Escrow:
(1) That as of the Close of Escrow the representations and
warranties of Seller contained in this Agreement are all true and correct.
(2) The delivery of all documents pursuant to Section 5; hereof.
(3) Title Company's commitment to issue in favor of City of a
CL TA Standard Coverage Owner's Policy of Title Insurance with liability equal to the
Purchase Price showing City's fee interest in the Property subject only to the Permitted
Title Exceptions.
(4) City's approval prior to the Close of Escrow of any
environmental site assessment, soils or geological reports, or other physical inspections of
the Property or the underlying real property that City might perform prior to the Close of
Escrow.
(5) Close of Escrow occur on the date which is not later than
the first business day o,ccurring sixty (60) days after the date of this Agreement.
b. In the event one or more of the contingencies occurs, the City shall be
entitled to terminate this Agreement without being in breach or default under the Agreement, in
accordance with the procedures set forth in Section 14 of this Agreement. Seller further agrees
that in the event of the occurrence liIf any such contingencies and termination of this Agreement
by'City, it will suffer no damages resulting from the termination or City's enactment of the
Resolution and that City shall have no liability to Seller whatsoever for such actions, except for
payment of its share of escrow cancellation fees.
13. Certification of Non-Foreign Status. Seller covenants to deliver to
Escrow a certification of Non-Foreign Status in accordance with I.R.C. Section 1445, and a similar
notice pursuant to California Revenue and Taxation Code Sections 18805 and 26131, prior to the
Close of Escrow.
14. Default. Except as otherwise provided in this Agreement, in the event of a
breach or default under this Agreement by either City or Seller, the non-defaulting party shall
have, in addition to all rights available at law or equity, the right to terminate this Agreement and
the Escrow for the purchase and sale of the Property, by delivering written notice thereof to the
defaulting party and to Escrow Holder, and if City is the non-defaulting party, City shall thereupon
promptly receive a refundtof all prior deposits, if any. Such termination of the Escrow by a non-
defaulting party shall be without prejudice to the non-defaulting party's rights and remedies at law
or equity.
15. Notices. All notices and demands shall be given in writing by certified mail,
postage prepaid, and return receipt requested, or by personal delivery. Notices shall be
considered given upon the earlier of (a) personal delivery, (b) two (2) business days following
deposit in the United States mail, postage prepaid, certified or registered, return receipt
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requested, or (c) one (1) business day following deposit with an overnight carrier service. A copy
of all notices shall be sent to Escrow Holder. Notices shall be addressed as provided below for
the respective party; provided that if any party gives notice in writing of a change of name or
address, notices to such party shall thereafter be given as demanded in that notice:
City:
City of Temecula
43200 Business Park Drive
Temecula, Califomia 92590
Attn: City Manager
COPY TO:
Richards, Watson & Gershon
333 So. Hope St., 38th Fir.
Los Angeles, California 90071
Attn: Peter M. Thorson, Esq.
SELLER:
Lorraine Clark
c/o Randy Clark
2324 Vineyard Avenue
Escondido, California 92029
ESCROW
HOLDER
First American Title Company
3625 Fourteenth Street
Riverside. CA 92502
Altn:
Escrow No.
16. Broker's Com",issions. Seller shall pay all claims of brokers,
agents or finders, licensed or unlicel15ed, and all claims of real estate or other consultants which
exiSt or may arise as a result of Seller's actions with respect to the Property. City shall not be
liable for any such fees or claims and Seller shall indemnify City, its officers, employees and
agents, from any and all costs, liabilities or judgments, including attorneys' fees, incurred in
defending or paying any such claims.
17. Further Instructions. Each party agrees to execute such other and
further escrow instructions as may be necessary or proper in order to consummate the transaction
contemplated by this Agreement.
18. Amendments. Any amendments to this Agreement shall be effective only
when duly executed by City and Seller and deposited with Escrow Holder.
19. Miscellaneous.
a. ADDlicable Law. This Agreement shall be construed and
interpreted under, and governed and enforced according to the laws of the State of California.
\..- b. Entire Agreement. This Agreement supersedes any prior
agreement, oral or written, and together with the Exhibits hereto and any agreements delivered
pursuant hereto, contains the entire agreement between City and Seller on the subject matter
hereof. No subsequent agreement, representation or promise made by either party hereto, or by
or to any employee, officer, agent or representative of either party, shall be of any effect unless it
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is in writing and executed by the party to be bound thereby. No person ii5 authorized to make, and
by execution hereof Seller and City acknowledge that no person has made, any representation,
warranty, guaranty or promise except as set forth herein; and no agreement, statement,
representation or promise made, by any such person which is not contained herein shall be valid
or binding on Seller or City.
c. Successors and AssiQns. This Agreement shall be binding upon
and inure to the benefit of the heirs, executors, administrators, successors and assigns of the
parties hereto.
d. Time of Essence. The parties acknowledge that time is of the
essence in this Agreement, notwithstanding anything to the contrary in the Escrow company's
general Escrow instructions.
e. Remedies Not Exclusive and Waivers. No remedy conferred by
any of the specific provisions of this Agreement is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The
election of anyone or more remedies shall not constitute a waiver of the right to pursue other
available remedies.
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f. Interpretation and Construction. The parties agree that each
party has reviewed and revised this Agreement and have had the opportunity to have their
counsel and real estate advIsors review and revise this agreement and that any rule of
coDstruction 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 this
Agreement the neuter gender includes the feminine and masculine, and singular number includes
the plural, and the words "person" ,and "party" include corporation, partnership, firm, trust, or
association wherever the context so requires. The captions of the sections and subsections of
this Agreement are for convenience and reference only, and the words contained therein shall in
no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of
the provisions of this Agreement.
g. Seller Consultations. Seller has reviewed the terms of the sale of
its property to the City and the effects of such sale with its legal counsel, tax consultant, and real
estate advisor. Seller warrants and represents to the City that except for the terms of this
Agreement and the recitals set forth herein, Seller has not relied on any statements, opinions, or
other comments of the City, its officers, employees, attorneys, consultants or agents and has
independently reviewed and verified such facts, tax consequences, and other matters as may be
important to Seller in connection with this transaction. Seller acknowledges and agrees that in the
event such matters tum out differently than Seller anticipates at this time, Seller shall assume all
responsibility and liability for such matters and shall have no recourse against the City for such
changes.
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h. City Manager Authority. The City Manager is hereby directed
~d authorized to execute such other documents, including without limitation, escrow instructions
and amendments thereto, certificates of acceptance, agreements for payments of lost rent, or
certifications, as may be necessary or convenient to implement the terms of this Agreement.
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20. Attorneys' Fees. If either party hereto incurs attorneys' fees in order to
enforce, defend or interpret any of the terms, provisions or conditions of this Agreement or
because of a breach of this Agreement by the other party, the prevailing party, whether by suit,
negotiation, arbitration or settlement shall be entitled to recover reasonable attorneys' fees from
the other party.
21. Assignment. City may assign its rights under this Agreement or may
designate a nominee to acquire title to the Property, provided, however, that any such assignment
or designation shall not relieve City of any of its obligations under this Agreement.
22. Escrow Holder Need Not Be Concerned. Escrow Holder is not to be
concemed with Section 9, 10, 11 and 16 hereof, and City and Seller release Escrow Holder from
liability or obligation as to Section 9, 10, 11 and 16 hereof.
//III
//III
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
SELLER
CITY OF TEMECULA,
a municipal corporation:
LOl1aine Clark
Ron Roberts, Mayor
ATTEST:
Susan Jones, CMC
City Clerk
APPROVED AS TO FORM:
Peter M. Thorson
City Attorney
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EXHIBIT "A"
Legal Description of the Property
42049 Main Street Temecula, California
Lot 4 Block 27 Town of Temecula
Type: MB Book 015, Page 726, Lot 4
APN: 922-036-020
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