HomeMy WebLinkAbout1994-020 Davis, Gordon - Contract of Sale Cr-tract No. 940--*;0
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CONTRACT OF SALE
Preamble
CONTRACT OF SALE entered into June 20, 19_2i by and between the City
of Atascadero, a municipal corporation, (hereafter referred to as "Buyer") and Gordon
T. Davis (hereafter referred to as "Seller").
Seller agrees to sell and convey, and Buyer agrees to purchase, the real
property situated in the City of Atascadero, San Luis Obispo County, California
(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 1. PURCHASE PRICE
Amount and Terms of Payment
Section 1.01. The total purchase price of the Property is $100,000.00,
payable by Buyer to Seller as follows:
(a) The sum of $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 warrant of the City of Atascadero.
(b) The balance of the purchase price shall be paid prior to the close of
escrow. This amount shall be payable by warrant of the City of Atascadero.
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
J Property according to the terms of this Contract at the office of Ftr-&tAmefieett-T4Ie- Ticor
Title Co. (hereafter referred to as the "escrow holder") in Atascadero, California. The escrow
shall be opened within 10 days after the execution of this Contract. Written escrow
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instructions in accordance with the terms of this Contract shall be prepared jointly and
the instructions shall be signed by the parties and delivered to the escrow holder
within 20 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 instructions or (ii) reasonably required by 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 shall be considered to be in a condition to close when the escrow holder
is authorized under the escrow instructions, and when the escrow holder is otherwise
able, to record the grant deed. The escrow must be closed no later than June 30,
1994, unless the closing date is extended pursuant to the terms of this Contract;
provided, however, that this closing date shall not be extended beyond August 1 ,
1994.
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,
special assessments and any prepaid rent on the Property.
Closing Costs
Section 2.04. Seller shall pay any transfer taxes, the costs of the preliminary
report and title insurance policy required by this Contract, the reconveyance fees
charged for the reconveyance of and deed(s) 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.
Brokers Commission
Section 2.05. Buyer and Seller specifically state that no broker's commissions
are due from either party as part of this sales transaction. If any broker's fees
become due, they are the sole responsibility of the party who has retained the
services of the broker. Any unpaid fees shall not operate to delay or stop closure of
escrow.
Vesting of Title
Section 2.06. On the close of escrow, title shall be vested as follows:
City of Atascadero, a Municipal Corporation
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ARTICLE 3. ADDITIONAL TERMS AND CONDITIONS
Preliminary Title Report
Section 3.01. Within 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 Seller. Within 20 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 10 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 Company in the full amount of the purchase price
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: 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 may cancel the escrow, terminate this Contract and recover the
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amounts paid by Buyer to the escrow holder toward the purchase price of the Prop-
erty. 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 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. In the event of such a
termination, Seller shall bear any and all costs and expenses of escrow.
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: Sections 3.02(a), 4.02. For these purposes, the foregoing violations
shall be referred to as "defects".
(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 20 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 20, 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 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
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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. In the event of such a termination, Seller shall bear any and all costs and
expenses of the escrow.
ARTICLE 4. RIGHTS AND WARRANTIES
Right of Buyer to Enter Property
Section 4.01. Seller grants to Buyer, or Buyer's agents, the right, at any time
and from time to time within 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 cancelled 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 two days
prior to the date of the planned entry.
Warranties of Seller
Section 4.02. Seller warrants that:
(a) Seller owns the Property, free and clear of all liens, licenses, claims,
encumbrances, easements, encroachments on the Property from adjacent properties,
encroachments by improvements on the Property onto adjacent properties, and rights
of way of any nature not disclosed by the public record.
(b) Seller has no knowledge of any pending litigation involving the Property.
(c) Seller has no knowledge of any violations of, or notices concerning
defects or noncompliance with, any applicable building code or other code, statute,
regulation, ordinance, judicial order or judicial holding pertaining to the Property.
(d) Seller is not in default under any contract, note or encumbrance relating
to the Property.
(e) Seller will maintain the Property in good repair and in the same condition,
reasonable wear and tear excepted, it was in when it was inspected by Buyer.
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Survival of Warranties
Section 4.03. All warranties, covenants and other obligations described in this
Article and elsewhere in this Contract shall survive delivery of the deed.
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 part 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) If at any time prior to the close of escrow damage, destruction or
condemnation occurs, and this loss is not covered by Subsections (a) or (b) of this
Section, Buyer shall not have the right to terminate this Contract, but shall be entitled
to offset the cost of repair or replacement against the purchase price of the Property.
Liquidated Damages
Section 5.02. If Buyer defaults in the performance of this Contract, the parties
agree that Seller shall be released from any obligation to sell the Property to Buyer and
may retain, as liquidated damages, the lesser of the deposit paid by Buyer on
execution of this Contract pursuant to Section 1.01(a) or 3 percent of the purchase
price. Seller shall refund to Buyer the remainder of the deposit, if any. The parties
further agree that the amount of liquidated damages established by this provision is
a reasonable estimate, under the circumstances existing on the date of execution of
this Contract, of what Seller's damages would be in the event of a default by Buyer.
Initialed by Buyer:
Initialed by Seller:
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Insurance
Section 5.03. 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 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: (b) If to Seller:
City of Atascadero Gordon T. Davis
Attn: City Manager P.O. Box 2400
6500 Palma Avenue Atascadero, CA_92-#2L�
Atascadero, CA 93422 q 3 Y-U
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 48 hours 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 eight
hours after it has been deposited with Western Union, or other carrier, prepaid and
addressed as set forth above.
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
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Contract are 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 OF DISPUTES
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.
NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO
HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE
"ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS
PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU
MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.
BY INITIALING IN THE SPACE BELOW,YOU ARE GIVING UP YOUR JUDICIAL RIGHTS
TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY
INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO
SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE
COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE
OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS
VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO
SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE
"ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.
INITIALED BY BUYER:
INITIALED BY SELLER:
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 in the action, proceeding or
arbitration by the prevailing party.
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Binding Effect 84me
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.
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 this 20th day of June 19 94
S �ER�
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,lamsignature)
Gordon T. Davis
BUYER,
CITY OF ATASCADERO
By: RAer4- —. Ni Fnyo-,-Ru4ayef
R. David Bewley, Mayor ProTem
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State of California
Coin of San Luis Ob'spo
On �7 C e ore me, Lee Dayka, City Clerk, personally appeared
U personally known to me (o-r--p-reed
-e) to be the person Nw� whose
name(,vb is/are subscribed to the within instrument and acknowledged to me
that he/sore -Lh y executed the same in his/h^-�-`�ei authorized
capacity( , and that by his/her/t*e-ir signature(�3) on the instrument the
person('yk, or the entity upon behalf of which the person(- acted, executed
the instrument.
WITN y n and (ficial eal.
California
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LEE DAYKA, CITY CLERK
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State of California
County of San Luis Obispo
On �� ore Lee ,a ka, City Clerk, personally appeared
1I1 1rsonally known to me ( z.j. d
t2mP nn rre baG;a n ide�tce) to be the persons whose
name( is/are subscribed to the within instrument and acknowledged to me
that he/shel-t-hey executed the same in his/herl-th&ir authorized
capacityand that by his/he& rr- signature-fs) on the instrument the
person(, or the entity upon behalf of which the person) acted, executed
the instrument.
OFFICiF
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LEE DAY cfTY C ERK
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Contract of Sale
EXHIBIT "A"
PROPERTY DESCRIPTION
Location of Subject Property:
North east corner of Santa Lucia Road and Santa Ana Road, Atascadero
Street Address:
10400 Santa Lucia
Map Book:
Thomas Guide 573 E 4
Census Tract:
127.01
Legal Description:
A portion of Lots 49 and 49A, Block 27, City of Atascadero. Tentative Parcel
Map ATAL 940001 identifies the subject site as Parcel 4.
Assessment Parcel Number:
APN 054-171-019
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RESOLUTION NO. 55-94
RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ATASCADERO AUTHORIZING THE
PURCHASE OF REAL PROPERTY FROM GORDON T. DAVIS
AND AUTHORIZING THE CITY MANAGER
TO EXECUTE APPROPRIATE DEEDS, AUTHORIZING
THE RECORDING OF SAID DEED, AND AUTHORIZING THE
TRANSFER OF FUNDS.
WHEREAS, the City of Atascadero desires to purchase real property owned
by Gordon T. Davis; and
WHEREAS, Gordon T. Davis has expressed a willingness to sell his property
to the the City of Atascadero.
NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby
resolve as follows:
Section 1. The Council hereby authorizes the purchase of real property
owned by Gordon T. Davis as described below:
Northeast corner of Santa Lucia Road and Santa Ana Road, a portion
of Lots 49 and 49A, Block 27, Atascadero, California, County of San
Luis Obispo, Tentative Parcel Map 94-011.
Section 2. The Council hereby authorizes the City Manager to enter into
agreement with Gordon T. Davis for the expressed purpose of purchasing his
property as described above.
Section 3. The Council hereby authorizes a sale price of $100,000, payable
from Fire Development Fee - Fund #575.
Section 4. The real property being acquired by the City of Atascadero shall
be used for a fire station site, and is in conformance with the City's General
Plan.
Section 5. The deed relating to this property, being official business of the
City of Atascadero, is entitled to free recording under Section 6103 of the
Government Code.
Section 6. The City Clerk shall forward a copy of this resolution to Gordon
T. Davis, P.O. Box 2400, Atascadero, CA 93423.
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Page Two
Resolution No. 55-94
On motion by Councilperson Luna and seconded by Councilperson
Highland, the foregoing resolution is hereby adopted in its entirety on the
following roll call vote:
AYES: Councilpersons Bewley, Borgeson, Highland and Luna
NOES: None
ABSENT: Mayor Nimmo
ADOPTED: June 14, 1994
CITY OF ATASCADERO
1 �
BY:
R. DAVID BEWLEY,-
Mayor Protem
ATTEST,-
LEE
TTEST:LEE PRICE, City Clerk
APPROVED AS TO FORM:
ARTHER M AND City Attocney
APPROVED AS TO CONTENT:
MICHAEL P. MCCAIN, Fire Chief