HomeMy WebLinkAbout2001-032 Carroll. Alice Agmt. property for Youth Center r
' [CITY OF ATAADER
rmTRACT#
CONTRACT OF SALE
Preamble
CONTRACT OF SALE entered into I,f2001, by and between
Alice Carroll, Trustee of the Willian Henry Carroll Trust dated May 29, 1991, hereafter
referred to as "Seller" and the City of Atascadero hereafter referred to as "Buyer."
Seller agrees to sell and convey, and Buyer agrees to purchase, the real property
situated at 5493 Traffic Way, in the City of Atascadero, San Luis Obispo County,
California, (Assessors Parcel # 028-361-033) hereafter referred to as "the Property," and
more particularly described in Exhibit A, which is attached to this Contract and hereby
incorporated by reference, on the following terms and conditions:
ARTICLE I. PURCHASE PRICE
Amount and Terms of Payment
Section 1.01.The total purchase price of the Property is Six Hundred Forty-Seven
Thousand Dollars ($647,000.00) payable by Buyer to Seller as follows:
(a) The sum of One Thousand Dollars ($1,000.00) on execution of this Contract,
as a deposit to be applied to the purchase price at the close of escrow. This amount shall
be payable by check drawn to the order of First American Title.
The balance of the purchase price shall be paid at the close of escrow. This
amount shall be payable by check drawn to the order of Seller.
(b) The Seller shall make a donation of One Hundred Thousand
Dollars ($100,000.00) of the purchase price to the Atascadero Community Services
Foundation at the close of escrow.
Consequences of Buyer Default
Section 1.02.If Buyer defaults in the performance of this Contract, the deposit
described in Section 1.01 shall be forfeited by Buyer as provided in Section 5.02. In the
event this Contract is terminated for any other reason, the deposit shall be refunded to
Buyer pursuant to Section 3.03.
ARTICLE 2. ESCROW
Opening of Escrow
Section 2.01. An escrow shall be opened to consummate the sale of the Property
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according to the terms of this Contract at the office of First American Title at Atascadero,
.California. The escrow shall be opened within fifteen (15) days after the execution of this
Contract. Written escrow instructions in accordance with the terms of this Contract shall
be prepared by First American Title Company and the instructions shall be signed by the
parties and delivered to the escrow holder within thirty (30) days of the execution of this
Contract. Buyer and Seller shall also deposit with the escrow holder all instruments,
documents, and other items (i) identified in the escrow holder to close the sale on the
closing date specified below.
Closing Date
Section 2.02. The escrow shall be closed on the date the deed is recorded. The
escrow must be closed no later than ninety (90) days, unless the closing date is extended
pursuant to the terms of this Contract; provided, however, that this closing date shall not
be extended beyond December 31, 2001.
Prorations
Section 2.03.The following shall be prorated between Seller and Buyer on the basis
of a 30-day month as of the date on which escrow closes: real property taxes, and
premiums on any insurance policies that are transferred to Buyer pursuant to Section 5.03.
Broker's Commission
Section 2.04.There is no broker's commission.
Closing Costs
Section 2.05.Seller shall pay any transfer taxes, the costs of the preliminary report
and title insurance policy required by this Contract, any reconveyance fees charged for the
reconveyance of any deed of trust shown on the preliminary title report required by this
Contract, the recording fees for the reconveyance of that deed of trust, and the cost of
preparing, executing, and acknowledging the grant deed and all other instruments
necessary to convey title to Buyer. Buyer shall pay the cost of recording the grant deed
and any other instruments required to convey title to Buyer. The escrow fee, other than
the cost of the above title insurance policy, shall be paid 50 percent by Buyer and 50
percent by Seller.
Vesting of Title
Section 2.06.Buyer shall advise the escrow holder prior to the close of escrow of the
manner in which title shall vest.
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ARTICLE 3. ADDITIONAL TERMS AND CONDITIONS
Preliminary Title Report
Section 3.01.Within thirty (30) days after the execution of this Contract, Seller shall
furnish Buyer with a preliminary California Land Title Association report of the title to the
Property and each document shown as an exception or encumbrance in the report. This
shall be done at the expense of Buyer. Within fifteen (15) days after the delivery of the
report and related documents to Buyer, Buyer shall notify Seller in writing of any objection
to any exception therein. If Buyer makes a timely objection to any exception and the
exception is not eliminated within fifteen (15) days of the Seller's receipt of the objection,
this Contract shall be terminated pursuant to Section 3.04. Buyer's failure to object in this
manner to any exception shall be an approval by Buyer of that exception.
Miscellaneous Conditions
Section 3.02.The close of escrow opened pursuant to Section 2.01, and Buyer's
obligation to purchase the Property pursuant to this Contract, are subject to the satisfaction
of the following conditions, which are solely for Buyer's benefit unless otherwise indicated:
Marketable Title
(a) The conveyance to Buyer of good and marketable title to the Property, as
evidenced by a California Land Title Association standard coverage title insurance policy
issued by First American Title in the amount of Six Hundred Forty-Seven Thousand Dollars
($647,000.00) insuring that title to the Property is vested in Buyer free and clear of all title
defects, liens, encumbrances, conditions, covenants, restrictions, and other adverse
interests of record or known to Seller, subject only to those exceptions approved by Buyer
in writing and the following: a lien for current real property taxes or/and any exceptions
shown on the preliminary title report described in Section 3.01 that are not disapproved by
Buyer pursuant to that section.
Delivery of Possession
(b) The delivery of possession of the Property to Buyer immediately on the close
of escrow free and clear of all uses and occupancies except those approved in writing by
Buyer.
Failure of Condition and Seller's Breach of Warranty
Section 3.03.Except as provided in Section 3.04, if any of the conditions set forth
in this Contract fails to occur, or if Buyer notifies Seller in writing prior to the close of
escrow of Seller's breach of any of Seller's warranties set forth in this Contract, then Buyer
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may cancel the escrow, terminate this Contract, and recover the amounts paid by Buyer
to the escrow holder toward the purchase price of the Property. Buyer shall exercise this
power to terminate by complying with any applicable notice requirements specified in the
relevant condition and, in all other cases, by providing written notice to Seller and the
escrow holder within ten (10) days of the failure or breach. The exercise of this power shall
not waive any other rights Buyer may have against Seller for breach of this Contract. Seller
shall instruct the escrow holder, in the escrow instructions delivered pursuant to Section
2.01, to refund to Buyer all money and instruments deposited in escrow by Buyer pursuant
to this Contract upon failure of a condition or conditions or breach of a warranty or
warranties and receipt of a termination notice. This instruction shall be irrevocable.
Seller's Election to Remedy Defects
Section 3.04.Notwithstanding any provision of this Contract to the contrary, Seller
shall have the right to remedy certain violations of this Contract prior to the close of escrow.
This right to remedy shall be subject to the following requirements and restrictions:
(a) Buyer shall immediately notify Seller in writing of Buyer's discovery, prior to
the close of escrow, of a violation of any of the following provisions of this Agreement.
(b) If Buyer fails to give notice, Buyer shall waive the defect and the defect shall
not be a violation of this Contract. If Buyer gives notice, Seller may elect to remedy the
defect by giving Buyer written notice of this election within ten (10) days of receiving
Buyer's notice. Seller's notice of election to remedy shall specify the number of days (if
any), up to a maximum of 30, that escrow shall be postponed so that Seller may remedy
the defect. If Seller fails to provide a timely notice of election or fails to remedy the defect
prior to the close of escrow (including any extension of escrow pursuant to this Section),
then Buyer, at Buyer's election, may do either of the following:
(1) Terminate the Contract without any liability on the part of either party;
or
(2) Purchase the Property without a reduction in the purchase price and
without any liability for the unremedied defect or defects on the part
of Seller.
The failure by Buyer to make such an election shall be deemed an election of option
one (1).
(c) Seller shall instruct the escrow holder, in the escrow instructions delivered
pursuant to Section 2.01, to immediately refund to Buyer all money and instruments
deposited in escrow by Buyer pursuant to this Contract on termination of this Contract
pursuant to this Section, and on receipt of notice of that termination from Buyer.
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ARTICLE 4. RIGHTS AND WARRANTIES
Right of Buyer to Enter Property
Section 4.01.Seller grants Buyer, or Buyer's agents, the right, at any time and
from time to time within thirty (30) days after the opening of the escrow for this transaction,
to enter onto the Property to conduct tests or investigations, provided that:
(a) The acts shall be conducted at the sole cost and expense of Buyer;
(b) The acts do not unreasonably interfere with Seller's possession;
(c) Buyer shall indemnify and hold Seller harmless from any costs or liability
resulting from the acts, and, if the escrow is canceled for a reason that is not the fault of
Seller, for any damage to the Property resulting from the acts; and
(d) Buyer shall give Seller written notice of the intention to enter one (1) day prior
to the date of the planned entry.
Warranties of Seller
Section 4.02.No structural warranties. The property is purchased as is.
ARTICLE 5. MISCELLANEOUS PROVISIONS
Loss, Destruction, and Condemnation
Section 5.01.The parties agree that the following provisions shall govern the risk of
loss:
(a) If, before Seller transfers legal title or possession of the Property to Buyer,
all or a material part of the Property is destroyed without fault of Buyer, or is taken by
eminent domain by any governmental entity, Buyer shall be entitled to recover any portion
of the price Buyer has paid, and Seller shall not have the right to enforce this Contract.
(b) If after Seller transfers legal title or possession of the Property to Buyer, all
or any of the Property is destroyed without fault of Seller, or is taken by eminent domain
by any governmental entity, Buyer is not relieved from Buyer's obligation under this
Contract to pay the full price for the Property, nor is Buyer entitled to recover any portion
of the price Buyer has paid.
(c) The Buyer is aware of the terms and provisions of the existing lease of the
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property.
Liquidated Damages
Section 5.02.No liquidated damages are provided for in this contract.
Insurance
Seller shall cancel all policies of insurance on the Property as of the close of
escrow. Buyer shall be responsible for obtaining insurance on the Property as of the close
of escrow.
Assignment
Section 5.04.Buyer may not assign this Contract without Seller's prior written
consent. The valid assignment of this Contract shall not relieve Buyer of liability under this
Contract.
Time of Essence
Section 5.05.Time is of the essence in this Contract.
Notices
Section 5.06.Any notice, tender, delivery, or other communication pursuant to this
Contract shall be in writing and shall be deemed to be properly given if delivered, mailed,
or sent by wire or other telegraphic communication in the manner provided in this Section,
to the following persons:
(a) If to Buyer, c/o Wade McKinney, City Manager, 6500 Palma Avenue,
Atascadero, California.
(b) If to Seller, c/o Richard J. Chafin, CPA, P. O. Box 820, Atascadero California
93423.
Either party may change that party's address for these purposes by giving written
notice of the change to the other party in the manner provided in this section.
If sent by mail, any notice, delivery, or other communication shall be effective or
deemed to have been given 5 days after it has been deposited in the United States mail,
duly registered or certified, with postage prepaid, and addressed as set forth above. If
sent by wire or other form of telegraphic communication, any notice, delivery, or other
communication shall be effective or deemed to have been given two days after it has been
deposited with Western Union, or other carrier, prepaid and addressed as set forth above.
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Entire Agreement
Section 5.07.This Contract and the attached Exhibits constitute the entire
agreement between the parties relating to the sale of the Property. Any prior agreements,
promises, negotiations, or representations not expressly set forth in this Contract are of
no force and effect. Any amendment to this Contract shall be of no force and effect. Any
amendment to this Contract shall be of no force and effect unless it is in writing and signed
by Buyer and Seller.
Arbitration
Section 5.08.Any controversy or claim arising out of this Contract or a breach
thereof shall be settled by arbitration in accordance with the Rules of the American
Arbitration Association, and judgment on the award rendered by the Arbitrator(s) may be
entered in any court having jurisdiction.
Attorney's Fees
Section 5.09.If any action, proceeding, or arbitration arising out of or relating to this
Contract is commenced by either party to this Contract or by the escrow holder, then as
between Buyer and Seller, the prevailing party shall be entitled to receive from the other
party, in addition to any other relief that may be granted, the reasonable attorneys' fees,
costs, and expenses incurred.
Binding Effect
Section 5.10.This Contract shall be binding on and inure to the benefit of the parties
to this Contract and their heirs, personal representatives, successors, and assigns,
except as otherwise provided in this Contract.
Governing Law
Section 5.11.This Contract and the legal relations between the parties shall be
governed by and construed in accordance with the laws of the State of California.
Headings
Section 5.12.The headings of the articles and sections of this Contract are inserted
for convenience only. They do not constitute part of this Contract and shall not be used
in its construction.
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Waiver
Section 5.13.The waiver by any party to this Contract of a breach of any provision
of this Contract shall not be deemed a continuing waiver or a waiver of any subsequent
breach of that or any other provision of this Contract.
Dated thisday of 2001.
SELLER
BY: `�
BUYER
BY: ' ...
Wade McKinney, City M ager
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B. PUBLIC HEARINGS:
1. Atascadero Youth/Community Center- Purchase of Property
■ Fiscal Impact: $492,000.00 from the State of California grant and $55,000.00 from
the Proposition 12 Per Capita funds allocated to the City of Atascadero
■ Staff recommendation: Council authorize the purchase of real property located at
5493 Traffic Way for the purpose of renovation as a Youth / Community Center,
contingent on the receipt of previously allocated State funds. [Community Services]
Assistant City Manager Brady Cherry gave the staff report and answered questions of Council.
PUBLIC COMMENT
John McGoff, 9192 Maple St., asked for clarification on the details of the proposed purchase.
Livia Kellerman, 5463 Honda, asked if there could be a "youth complex" incorporating the two-
story building in front of the proposed site for the Youth Center.
Rick Mathews, 6950 Navarette Ave., discussed the different locations the City has reviewed for
a Youth Center. He stated this proposed site seems to be the best location available at this time.
He asked the Council to approve this purchase.
Barbie Butz, 3370 San Fernando Road, President of ARC, asked the Council to approve this
purchase.
Mayor Arrambide closed the Public Comment period.
Council discussion and clarification from staff of Council questions ensued.
MOTION: By Council Member Clay and seconded by Mayor Pro Tem Scalise
authorizing the purchase of real property located at 5493 Traffic Way
for the purpose of renovation as a Youth / Community Center,
contingent on the receipt of previously allocated State funds.
Motion passed 5:0 by a roll-call vote.
2. GPA 2000-0001 General Plan Update - Review of Draft Land Use Plan
■ Fiscal Impact: None
■ Planning Commission recommendations:
L Council adopt the draft Resolution, thereby endorsing the Draft Land Use Plan as
the Preferred Plan for use in the Draft General Plan policy document and Draft
Environmental Impact Report; and
2. Council direct staff to incorporate Policy Issues 1 through 10 into the Draft
General Plan. [Community Development]
Community Development Director Lori Parcells introduced Planning Services Manager Warren
Frace who gave the staff report and answered questions of Council.
CC 07/24/01
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