HomeMy WebLinkAbout00-053 CC ResolutionRESOLUTION NO. 2000-53
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEit/IECULA APPROVING THAT CERTAIN AGREEMENT
ENTITLED "PURCHASE AND SALE AGREENIENT AND ESCROW
INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL
PROPERTY LOCATED AT 42081 MAIN STREET (APN 922-036-
028) IN THE CITY OF TEiVlECULA
THE CITY COUNCIL OF THE CITY OF TER/1ECULA DOES HEREBY RESOLVE AS
FOLLOWS:
Section 1. The City Council of the City of Temecula hereby finds, determines and declares
that:
a. On May 24th, 2000 the Seller delivered the City 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 June 27, 2000, the City Council of the City of Temecula adopted
Resolution No. 2000-52, "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 (OLD TOWN TRADING POST)" 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 Jack and
Mary Davis (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 certificatins, 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.
Reses/2000-53
PASSED, APPROVED AND ADOPTED by the City Council of the City of Temecula on June
27, 2000.
Jeffrey E. Stone
Mayor
A'FFEST:
Ones,
S~AT, E,O,E'CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, CMC, Secretary of the City Coundl, do hereby certify that the foregoing
Resolution No. 2000-53 was duly and regularly adopted by the City Council of the City of Temecula
at a regular meeting thereof held on the 27th day of June, 2000, by the following vote:
AYES:
4 COUNCILMEMBERS:
Comerchero, Naggar, Pratt, Robeds
NOES:
0 COUNCILMEMBERS: None
ABSENT: 0 COUNCILMEMBERS: None
ABSTAIN: I COUNCILMEMBERS: Stone
Susa s, CMC
· Clerk
Resos/2000-53
2
PURCHASE A~D SALE AGREENIENT
AND ESCROW INSTRUCTIONS
(OLD TOWi~J TRADING POST
THIS PURCHASE A~D SALE AGREEI~/IENT AI~D ESCROW INSTRUCTIONS
(''Agreement") is dated and entered into as of June 27, 2000 by and between Jack and Mary Davis
("Seller'l, and the CITY OF TEiVlECULA, a munidpal corporation ("City'1, 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 May 24, 2000 the Seller delivered City an offer (the "Offer'') to
purchase the real property described in Exhibit "A" attached hereto and made a part hereof (the
"Property'').
b. On June 27, 2000, the City Council of the City of Temecula adopted
Resolution No. 200~._, "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 (OLD TOWN TRADING POST)" 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 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.
e. The parties intend this to be a transaction subject to Intemal
Revenue Code Section 1033, provided that any tax liabilities adsing form the transaction shall be
the responsibility of the seller.
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 pdce for the Property to be paid by City is
the sum of Eight Hundred Thousand Dollars ($800,000.00) (the "Purchase Pdce'~, which sum shall
be paid in full in cash on the Close of Escrow together with City's share of the closing costs as
defined in Section 8.
4. Title and Title Insurance. Upon the Opening of Escrow, Escrow Holder
shall order from First Amedcan Title Company ("T"dde Company'~ a title commitment for the
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 'i'dde Insurance in
the amount of the Purchase Pdce (the "Policy'~. The Policy of title insurance provided for pursuant
to this Section shall insure City's fee interest in the Property free and dear of all liens,
encumbrances, restrictions, and rights-of-way of record, subject only to the following permitted
conditions of title ("Permitted T'~e Exceptions'l:
a. The applicable zoning, building and development regulations of any
munidpality, county, state or federal jurisdiction affecting the Property; and
b. Those non-monetary exceptions appreved 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 exceptions, Escrow shall
thereupon terminate, all funds deposited therein shall be refunded to City (less Citys 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 Sellers 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 dear of all monetary encumbrances.
5. Grant Deed. Seller covenants and agrees to deposit with Escrow Holder
pdor to the Close of Escrow a Grant Deed duly executed and acknowledged by Seller, granting and
conveyin9 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 pdor to recording.
6. Authodzation to 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 Pdce to obtain partial reconveyanca, if necessary, of any monetary
liens encumbering the Property, so that the Property shall be free and dear 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
required by Section 5.
(3)
Seller shall have deposited in Escrow the Grant Deed
b. Unless otherwise instructed in writing, Escrow Holder is authorized to
record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper
for issuance of the Policy, including the Grant Deed.
7. Escrow. The parties hereby establish an escrow ("Escrow'} to
accommodate the transaction contemplated by this Agreement. For puq~oses of this Agreement.
Opening of Escrow shall mean the date on which Escrow Holder shall have received a fully
executed odginal 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 Offidal 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 dsk of
loss and damage to the Property from any source whatsoever shall be solely that of Seller.
8. Escrow Charaes and Prorations. City shall pay for the cost of the CLTA
Owners Standard Coverage Policy of Title Insurance, the Escrow fees and Escrow Holders
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 dose through no fault of either party, City shall pay all
Escrow cancaliation charges.
9. License to Enter. Seller hereby grants to City and City's authodzed 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, induding, but not limited to, the dght 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, Selle~'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 adsing 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 improvements 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 dght to purchase the Property. In such event, City shall remove or cause to be removed all
City's personal property, fadlilies, 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 dear
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, injudes 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 on the
environment, or by reason of any statutes, ordinances, orders, rules or regulations of any
governmental entity or agency requiring the dean-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 pdor 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
pdor 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 adsing from work performed or commenced prior
to the Close of Escrow.
e. There are no wdtten or oral leases or contractual dght 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 dght of possession to the Property or any
part thereof.
f. 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
tdbunal which is in any way related to the Property.
11. Full Payment of All ObliQations 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 full 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 sped~cally
includes, but is not limited to, claims for severance and other damages. attomey's fees, interest,
expenses of litigation, expert's fees, pre-condemnatlon damages, inverse condemnation, owner
partidpation 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
Califomia (Sectjon 7260, et seq.), and loss of business goodwill under the Eminent Domain Law,
Code of Civil Procedure Sectjon 1263.510, and all costs and expenses whatever in connectjon
therewith. Seller hereby acknowledges that City has advised Seller of the possible availability of
such relocation assistance dghts to Seller and that the waiver of all dghts by Seller herein set forth
are free and voluntary.
12. Ci~s Continoencies. a. For the benefit of City, the Closing of Escrow
and the Citys 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
wan'anties 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
CLTA Standard Coverage Owner's Policy of Title Insurance with liability equal to the
Purchase Pdce showing City's fee interest in the Property subject only to the Permitted Title
Exceptions.
(4) City's approval pdor 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 occurring 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 of 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 cer'dficatlon of Non-Foreign Status in accordance with I.R.C. Section 1445, and a similar notice
pursuant to Califomia Revenue and Taxation Code Sections 18805 and 26131, prior to the Close
of Escrow.
14. pefault. Except as othenNise 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 dghts available at law or equity, the dght to terminate this Agreement and the
Escrow for the purchase and sale of the Prepedy, 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 refund of all prior deposits, if any. Such termination of the Escrow by a non-
defaulting party shall be without prejudice to the non-defaulting parb/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 retum receipt requested, or by personal delivery. Notices shall be considered
given upon the eadier of (a) personal delivery, (b) two (2) business days following deposit in the
United States mail, postage prepaid, certified or registered, retum receipt requested, or (c) one (1)
business day following deposit with an overnight carder 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 wdting 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 Ddve
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:
Jack and Mary Davis
42896 Santa Suzanne Place
Temecula, CA 92592
ESCROW
HOLDER
First Amedcen TiUe Company
3625 Fourteenth Street
Riverside, CA 92502
Attn:
Escrow No.
16. Broker's Commissions. Seller shall pay all claims of brokers,
agents or finders, licensed or unlicensed, and all claims of real estate or other consultants which
exist or may adse as a result of Sellers 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 attomeys' 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. I~liscellaneous.
a. Aoolicable Law. This Agreement shall be construed and interpreted
under, and governed and enforced according to the laws of the State of California.
b. Entire AQreement. This Agreement supersedes any pdor
agreement, oral or written, and together with the Exhibits hemto and any agreements delivered
pursuant hereto, contains the entire agreement between City and Seller on the subject matter
hereof. No subsequent agreement, representation or premise made by either party herato, or by or
to any employee, officer, agent or representative of either party, shall be of any effect unless it is in
writing and executed by the party to be bound thereby. No person is authorized to make, and by
execution hereof Seller and City acknowledge that no person has made, any representation,
warranty, guaranty or premise except as set forth herein; and no agreement, statement,
representation or premise made by any such person which is not contained herein shall be valid or
binding on Seller or City.
c. Successore and Assicons. 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 cempany's
general Escrow instructions.
e. Remedies Not Exclusive and Waivers. No remedy conferred by
any of the spedtic 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
any one or more remedies shall not constitute a waiver of the right to pursue other available
remedies.
f. Intemretation 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 construction 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 assodation 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, censtructjon 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 redtals set forth herein, Seller has not relied on any statements, opinions, or
other comments of the City, its officers, employees, attomeys, 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 transadion. Seller acknowledges and agrees that in the
event such matters turn 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.
h. City iVlanaaer Authority. 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 this Agreement.
20. Attomevs' 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. Assienment. City may assign its dghts under this Agreement or may
designate a nominee to acquire title to the Preperty, 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
concerned 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.
IIIII
IIIII
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:
Jack and Mary Davis
Jeffrey E. Stone, Mayor
ATTEST:
Susan W. Jones, CMC
City Clerk
APPROVED AS TO FORM:
Peter M. Thorson
City Attomey
EXHIBIT "A"
Legal Description of the Property
42081 Main Street, Temecula, California
Lot 1 Block Town of Temecula
Type: MB Book 015, Page 726, Lot 1
APN: 922-036-028
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