HomeMy WebLinkAboutResolution 2018-062dMa
RESOLUTION NO. 2018-062
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ATASCADERO, CALIFORNIA, APPROVING PURCHASE AND SALE
AGREEMENT AND JOINT ESCROW INSTRUCTIONS FOR PROPERTY
LOCATED AT 6009 DEL RIO ROAD, ATASCADERO
WHEREAS, Arnold Richard & Susan 2005 Trust and Robert B. Arnold 2007 Trust
("Seller") own property located at 6009 Del Rio Road, Atascadero ("Property"); and
WHEREAS, street improvements needed to accommodate traffic circulation for future
development ("Improvements") in the area of the Del Rio 101 Interchange will require the
acquisition of property in that area; and
WHEREAS, the Property owned by Seller is in the area needed for the construction of the
needed Improvements; and
WHEREAS, the design of the needed Improvements has not been, completed and, for that
reason, a review of the environmental impacts that may be caused by the -improvements,-is
impractical and infeasible at this time, but will be conducted pursuant to the California
Environmental Quality Act ("CEQA") after the design of the Improvements -4s -completed and
before the approval of the construction of the Improvements. The approval of the construction of
the improvements will take place at a future unknown date when the City selects a bidder and
awards a contract to construct the Improvements; and
WHEREAS, a proposed Purchase and Sale Agreement and Joint Escrow Instructions
for the Property has been prepared and reviewed by the City Council at its meeting on
September 11, 2018.
NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Atascadero:
SECTION 1. The foregoing Recitals are true and correct and are hereby incorporated by
this reference.
SECTION 2. The City Council hereby approves the Purchase and Sale Agreement and
Joint Escrow Instructions for property located at 6009 Del Rio Road, Atascadero.
SECTION 3. The City Council hereby finds that: (1) approval of this Resolution is an
action that is not subject to CEQA pursuant to the common sense exemption in CEQA Guidelines
Section 15061(b)(3) because it can be seen with certainty that there is no possibility that entering
into the Agreement will have a significant effect on the environment; and (2) that the proposed
purchase of the Property is the type of land acquisition agreement CEQA allows agencies to enter
0=4 into before complying with CEQA pursuant to CEQA Guidelines Section 15004(b)(2)(A) because
this Resolution simply approves the acquisition of the Property and designates it as the preferred site
for CEQA review of potential future street Improvements in the area while conditioning the City's
actual future use of the site for any such Improvement project on prior CEQA compliance and
City of Atascadero
Resolution No. 2018-062
Page 2 of 2
without placing any limits on the future choice of alternatives or mitigation measures that may be ••
considered under CEQA before approval of the actual construction of the Improvements.
SECTION 4. The City Manager is hereby authorized and directed to take all appropriate
actions and execute all documents which the City Manager may deem necessary or advisable in
order to effectuate the purposes of this Resolution.
PASSED AND ADOPTED at a regular meeting of the City Council held on the 1 lth day
of September, 2018.
A TES -T
An anda lbi'uthe-,-:,- Duty City Clerk
APPROVED AS TO FORM:
Brian Pierik, City Attorney
OMM
..
STATE OF CALIFORNIA )
COUNTY OF SAN LUIS OBISPO ) §
CITY OF ATASCADERO )
I, AMANDA MUTHER, Deputy City Clerk of the City of Atascadero, DO HEREBY
CERTIFY that the foregoing Resolution No. 2018-062 was duly adopted at a regular meeting of
the City Council of the City of Atascadero held on the 11th day of September, 2018, by the
following roll call vote, to wit:
AYES: Council Members Bourbeau, Moreno, Mayor Pro Tem Fonzi and Mayor
O'Malley
NOES: None
ABSENT: Council Member Sturtevant
AMANDA MUTHE
DEPUTY CITY CLERK
The foregoing is the original of Resolution No. 2018-062 duly passed and adopted by the
Atascadero City Council at their regular meeting held September 11, 2018.
AMANDA ML;TI4E
DEPUTY CI.?Y CLERK .�' r
CIiV Lr ATF.SCGaJ 1
CONTRACTid �—�
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS ("Agreement") is between ARNOLD RICHARD & SUSAN 2005
TRUST AND ROBERT B. ARNOLD 2007 TRUST ('Seller") and the CITY OF
ATASCADERO, a California city, ('Buyer'). Seller and Buyer are sometimes
referred to individually as a "Party," and collectively as the "Parties." This
Agreement shall be effective as of the date the Agreement is signed by the City
(`Effective Date"),
RECITALS
A. Seller is the owner of the property located at 6009 Del Rio Rd.,
Atascadero, California 93422, which is designated with Assessor's Parcel Number
049-141-038, and which is legally described in Grant Deed attached as Exhibit A
(Property").
B. The Property is located at the Del Rio / Highway 101 interchange to
which Buyer intends to make necessary improvements.
C. Seller and Buyer therefore desire to enter into this Agreement to
provide for the sale of the Property by Seller to Buyer, so that Buyer may acquire
the Property and make the improvements to the Del Rio / Highway 101
interchange.
AGREEMENT
NOW, THEREFORE, Seller and Buyer agree as follows
ARTICLE 1: SALE OF PROPERTY; AS -IS CONDITION
1.1 Sale of Property. Subject to the terms and conditions of this Agreement,
Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase
from Seller, Seller's fee simple interests free of any liens or encumbrances,
not specifically reserved herein, in the Property, together with any other
improvements located on the Property.
1.2 AS -IS CONDITION. BUYER SPECIFICALLY ACKNOWLEDGES AND
AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE
PROPERTY, INCLUDING THE EXISTING BUILDING, ON AN "AS -IS WITH
ALL FAULTS" BASIS, CONDITION AND STATE OF REPAIR INCLUSIVE
OF ANY AND ALL FAULTS AND DEFECTS. LEGAL, PHYSICAL, OR
ECONOMIC, WHETHER KNOWN OR UNKNOWN, AS MAY EXIST AS OF
THE CLOSING DATE (AS DEFINED BELOW) ("AS -IS CONDITION") AND
THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
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AGREEMENT, BUYER IS NOT RELYING ON ANY REPRESENTATIONS
OR WARRANTIES FROM SELLER OR ANY OF SELLER'S ELECTED
OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES
OR ATTORNEYS AS TO ANY MATTERS CONCERNING THE
PROPERTY.
ARTICLE 2: PURCHASE PRICE; DEPOSIT; LIQUIDATED DAMAGES
2.1 Purchase Price for Property. The purchase price ("Purchase Price") for the
Property is Six Hundred Thousand 0/100 DOLLARS ($600,000.00), which
must be paid as follows:
2.1.1 Deposit. Buyer must pay a deposit of Eighteen Thousand Dollars
($18,000.000) ("Deposit") which must be delivered to Escrow Company (as
defined below) within five (5) business days after the Effective Date. The Deposit
will be invested in one or more interest-bearing accounts, and will be fully
applicable to the Purchase Price at Closing (as defined below). The Deposit will
remain refundable to Buyer during the Due Diligence Period (as defined below),
after which time the Deposit will become non-refundable and will be retained by
Seller as Liquidated Damages (as defined below) if Escrow (as defined below)
fails to close for any reason other than a default by Seller under this Agreement.
2.1.2 Funds Due at Closing. Immediately prior to Closing, Buyer must
deliver to Escrow Company the Purchase Price in cash or other immediately
available funds, less the amount of the Deposit previously deposited and any
interest earned thereon, which must be paid to Seller at Closing if the purchase
and sale transaction contemplated under this Agreement is consummated. If the
Closing does not occur, then the Purchase Price and any interest earned on the
Deposit will be immediately returned to Buyer, except to the extent Seller is
entitled to retain the Deposit as Liquidated Damages in accordance with Section
2.2 below.
2.2 LIQUIDATED DAMAGES. IF AFTER THE DUE DILIGENCE PERIOD THE
PURCHASE AND SALE TRANSACTION CONTEMPLATED UNDER THIS
AGREEMENT IS NOT CONSUMMATED FOR ANY REASON OTHER
THAN A MATERIAL DEFAULT BY SELLER HEREUNDER, THEN SELLER
MAY RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES ("LIQUIDATED
DAMAGES"). THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL
DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE
PURCHASE AND SALE TRANSACTION CONTEMPLATED UNDER THIS
AGREEMENT FOR ANY REASON OTHER THAN AS SET FORTH
ABOVE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED
THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE
DATE OF AGREEMENT, THE AMOUNT OF THE DEPOSITS IS A
REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD
INCUR IN SUCH EVENT, INCLUDING LOST OPPORTUNITIES TO
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PURSUE OTHER DEVELOPMENT OPPORTUNITIES FOR THE
PROPERTY AND DELAYED RECEIPT OF PROPERTY TAX REVENUE
FROM THE PROPERTY, AND IS NOT A PENALTY. BY PLACING THEIR
INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE
ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT
THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO
EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE
CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE
FOREGOING IS NOT INTENDED TO LIMIT THE PARTIES' INDEMNITY
OBLIGATIONS UNDER THIS AGREEMENT.
INITIALS: SELLER BUYER:
1
ARTICLE 3: CONDITIONS PRECEDENT TO CONVEYANCE OF TITLE; DUE
DILIGENCE; ACCESS TO PROPERTY
3.1 Seller Conditions Precedent. The obligation of Seller to sell the Property to
Buyer is expressly conditioned upon the satisfaction prior to Closing of each
of the conditions set forth in this Section 3.1, each of which is for the benefit
of the Seller and any or all of which may be waived by Seller, in writing, at
Seller's option. After the Closing Date, any such condition that has not
been satisfied will be treated as having been waived in writing.
3.1.1 Representations and Warranties. On the Closing Date, all
representations and warranties made by Buyer in Article 5 of this Agreement are
true and correct as if made on and as of the Closing Date, without exceptions.
3.1.2 No Default. On the Closing Date, Seller is not in default in the
performance of any covenant or agreement to be performed by Seller under this
Agreement.
Condition of Property. Buyer must have provided Notice (as defined
below) to Seller that all physical aspects of the Property are
acceptable to Buyer.
3.2 Buyer Conditions Precedent. The obligation of Buyer to purchase the
Property from Seiler is expressly conditioned upon the satisfaction prior to
Closing of each of the conditions set forth in this Section 3.2, each of which
is for the benefit of Buyer and any or all of which may be waived by Buyer,
in writing, at Buyer's option. After the Closing Date, any such condition that
has not been satisfied will be treated as having been waived in writing.
3.2.1 Approval of Title. Buyer must have reviewed and approved title to
the Property as set forth in this Agreement, and the only exceptions to title to the
Property will be the Buyer Condition of Title (as defined below).
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3.2.2 No Default. On the Closing Date, Seller is not in default in the
performance of any covenant or agreement to be performed by Seller under this
Agreement.
3.2.3 Representations and Warranties. On the Closing Date, all
representations and warranties made by Seller in Articles 5 of this Agreement are
true and correct as if made on and as of the Closing Date, without exceptions.
3.2.4 Condition of Property. The physical condition of the Property will be
substantially the same on the Closing Date as on the Effective Date, reasonable
wear and tear and loss by casualty excepted, and, as of the Closing Date, there is
no litigation or administrative agency or other governmental proceeding of any kind
whatsoever, pending or threatened, which after Closing, would materially
adversely affect the value of the Property or the ability of Buyer to utilize the
Property for its intended purposes.
3.2.5 Title Policy. On the Closing Date, the Title Company will issue to
Buyer a California Land Title Association owner's policy of title insurance ("CLTA
Title Policy") or, subject to Section 4.3.2, an American Land Title Association
policy of insurance ("ALTA Title Policy").
3.2.6 No Tenants. Seller shall give notice to any tenants on the Property
in sufficient time prior to the Closing Date so that the tenants shall have vacated
the Property prior to the Closing Date. If the tenants have not vacated the
Property by the Closing Date, then the Closing Date may be extended by written
approval of the Parties submitted to escrow.
3.3 Buyer Condition of Title.
3.3.1 Within three (3) days after the opening of Escrow, if it has not
already done so, Seller will deliver to Buyer a standard Preliminary Title Report for
the Property.
3.3.2 Within fourteen (14) days after the opening of Escrow, Buyer must
give Notice to Seller of Buyer's approval or disapproval of any of the title
exceptions in the Preliminary Title Report. Buyer's failure to give written
disapproval of the exceptions within such time period will be deemed Buyer's
approval of the exceptions.
3.3.3 If Buyer delivers to Seller Notice of disapproval of any exceptions,
Seller will have the right, but not the obligation, to cause any disapproved
exceptions to be removed within fourteen (14) days after receiving such Notice of
disapproval, or provide assurances satisfactory to Buyer, in its sole discretion, that
such exceptions will be removed on or before the Closing. Failure to notify Buyer
within such 14 -day period will be deemed Seller's election not to remove the
disapproved exceptions. Seller's election or deemed election not to remove any
disapproved exceptions will not be a default under this Agreement.
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3.3.4 If Seller cannot or does not elect to remove any of the disapproved
exceptions within such 14 -day period, Buyer must within seven (7) days thereafter
either give Seller Notice that Buyer elects, in its sole discretion, to proceed with the
Closing, subject to the disapproved exceptions, or to give Seller Notice that Buyer
elects to terminate this Agreement, in which case, notwithstanding any other
provision of this Agreement to the contrary, the Deposit and any interest earned
thereon will be returned to Buyer and neither party will have any further rights or
obligations under this Agreement other than those obligations which survive
termination of this Agreement. The exceptions to title approved by Buyer as
provided in this Section 3.3.4 are referred to as the "Buyer Condition of Title."
3.4 Seller's Delivery of Documents. Within three (3) days after the opening of
Escrow, Seller will deliver copies of all documents in Seller's possession
pertaining to the condition of the Property, including but not limited to any
surveys, environmental reports and documents concerning any alleged
violation of an Environmental Law (as defined below).
3.5 Due Diligence. Buyer's obligation to purchase the Property will be
expressly conditioned on its approval of the condition of the Property,
including the physical and environmental condition of the Property ("Due
Diligence"). Buyer will have a period of sixty (60) days from the opening of
Escrow to conduct such investigations as Buyer may choose to determine
whether this due diligence contingency is met ("Due Diligence Period").
Buyer will have the right to terminate the Agreement prior to the expiration
of the Due Diligence Period. Upon such termination, the Deposit will be
returned by Escrow to Buyer. Buyer's failure to terminate the Agreement
within the Due Diligence Period will be deemed Buyer's approval of the
condition of the Property.
3.6 Access to Property. As part of its Due Diligence Period, Buyer and its
agents, invitees and licensees may investigate all economic, financial, and
accounting matters relating to or affecting the Property or its value, and
conduct inspections, tests, and studies with respect to the physical and
environmental condition of the Property. Buyer and Buyer's consultants,
agents, engineers, inspectors, contractors, and employees ("Buyer's
Representatives") must be given reasonable access to the Property during
regular business hours for the purpose of performing such Due Diligence.
Buyer will provide Seller with at least forty-eight (48) hours written notice
prior to accessing the Property. Buyer will indemnify, defend with counsel
reasonably acceptable to Seller, and hold Seller harmless from all claims
(including claims of lien for work or labor performed or materials or supplies
furnished), demands, liabilities, losses, damages, costs, fees, and
expenses, including Seller's reasonable attorney fees, costs, and expenses,
arising from the acts or activities of Buyer or Buyer's Representatives in, on,
or about the Property during or arising in connection with Buyer's
inspections of the Property, provided, however, Buyer will have no
obligation to indemnify Seller for any claim, demand, liability, loss, damage,
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cost, fee, or expenses arising from any pre-existing condition upon the
Property.
ARTICLE 4: ESCROW AND CLOSING
4.1 ODenino of Escrow
4.1.1 Opening of Escrow. Within three (3) business days after the
Effective Date, Seller and Buyer will open escrow ("Escrow") with First American
Title Company, 7355 Morro Road, Suite 102, Atascadero, California 93422 ("Escrow
Company"). A copy of this Agreement, duly executed by both parties, will be
deposited into Escrow.
4.1.2 Joint Escrow Instructions. This Agreement constitutes the joint
escrow instructions of Buyer and Seller with respect to the conveyance of the
Property, and the Escrow Company to whom these instructions are delivered is
hereby empowered to act under this Agreement. The parties may provide
supplemental escrow instructions; provided that if there is any inconsistency
between this Agreement and the supplemental escrow instructions, then the
provisions of this Agreement will control.
4.1.3 Additional Documents. Seller and Buyer will each deposit such other
instruments as are reasonably required by the Escrow Company or otherwise
required to close the escrow and consummate the purchase of the Property in
accordance with this Agreement.
4.2 Close of Escrow.
4.2.1 Closing Date. Escrow for the purchase and sale of the Property will
close no later than one hundred and twenty (120) days after the opening of
Escrow ("Closing Date"). If Escrow does not close on or before the Closing Date,
then this Agreement will automatically terminate and the Deposit will be retained
by Seller as Liquidated Damages in accordance with Section 2.2 except if the
failure to close Escrow is due to the default by Seller under this Agreement. As
provided by Section 3.2.6, if any tenants on the Property have not vacated the
Property prior to the Closing Date, then Closing Date shall be extended until such
time as any tenants have vacated the Property subject to the written approval by
the Parties submitted to escrow for any such extension. If no such approval is
submitted to escrow by the Closing Date, and the tenants remain on the Property,
then this Agreement will automatically terminate and the Deposit will be retained
by Seller as Liquidated Damages in accordance with Section 2.2 except if the
failure to close Escrow is due to the default by Seller under this Agreement.
4.2.2 Delivery of Documents and Closing Funds. Prior to or on the
Closing Date, the following must be deposited into Escrow with the Escrow
Company:
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4.2.2.1 Buyer. Buyer must deposit into Escrow cash in the amount
of the Purchase Price, together with any additional funds
necessary for Buyer's share of the closing costs and
prorations, as set forth in Section 4.3 below. Buyer must also
deposit all instruments reasonably required to close the
Escrow and consummate the purchase of the Property in
accordance with the terms of this Agreement.
4.2.2.2 Seller. Seller must deposit into Escrow a Grant Deed to
Buyer for the Property substantially in the form attached as
Exhibit A ("Grant Deed") duly executed and acknowledged by
Seller. Seller must also deposit all instruments reasonably
required to close the Escrow and consummate the purchase
of the Property in accordance with the terms of this
Agreement.
4.2.3 Closing. When all conditions precedent specified in Article 3 have
been either satisfied or waived by Seller or Buyer, and the Escrow Company has
received all necessary cash and documents, the Escrow Company will
immediately cause the following to occur:
4.2.3.1 Record Deed. Record the Grant Deed in substantially the
same form as Exhibit A in the Official Records of San Luis
Obispo County. For purposes of this Agreement, "Closing"
means the time and day the Grant Deed is recorded.
4.2.3.2 Pay Purchase Price. Pay to Seller the Purchase Price.
4.2.3.3 Issue Title Issue to Buyer the CLTA Title Policy or
ALTA Title Policy described in Section 3.2.5
4.3 Closinq Costs Prorations and Possession.
4.3.1 Closing Costs. Escrow fees and charges will be shared equally by
Seller and Buyer except that Buyer agrees to pay 100% of the cost for the
Preliminary Title Report.
4.3.2 Title Policy. Seller will pay the cost of the CLTA Title Policy. if
Buyer wishes to obtain an ALTA Title Policy, then Buyer will be responsible for
paying the cost difference between the CLTA Title Policy and the ALTA Title
Policy.
4.3.3 Recording and Transfer Fees. Buyer will pay any and all recording
fees, including the cost of recording the Grant Deeds. Seller will pay any
documentary transfer tax and any municipal transfer tax.
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4.3.4 Attorney's Fees. Buyer and Seller will each pay its own attorney's
fees in connection with negotiating this Agreement and closing the contemplated
transaction.
4.3.5 Prorations. All current taxes, assessments, utilities, maintenance
charges and similar expenses of the Property, determined using the accrual
method of accounting, will be prorated on the basis of a 30 -day month between
Seller and Buyer as of the Closing Date. Seller will pay all such taxes,
assessments, and other expenses relating to the Property that are allocable to the
period before the Closing Date.
4.3.6 Possession. Seller will transfer possession of the Property to Buyer
on the Closing Date.
ARTICLE 5: REPRESENTATIONS AND WARRANTIES
5.1 Authority.
5.1.1 Buyer's Authority. Buyer is an agency created under the laws of the
State of California. Buyer has full power and authority to enter into this Agreement
and to perform this Agreement. The execution, delivery and performance of this
Agreement by Buyer have been duly authorized by all necessary action on the part
of Buyer and all required consents and approvals have been duly obtained.
5.1.2 Seller's Authority. Seller has full power and authority to enter into
this Agreement and to perform this Agreement. The execution, delivery and
performance of this Agreement by Seller has been duly authorized by all
necessary action on the part of Seller and all required consents and approvals
have been duly obtained.
5.2 No Litigation or Other Proceeding. To Seller's current actual knowledge, no
litigation or other proceeding (whether administrative or otherwise) is
outstanding or has been threatened which would prevent, hinder or delay
the ability of Seller to perform its obligations under this Agreement, or that
would adversely affect the Property.
5.3 Eminent Domain. To Seller's actual current knowledge there are no
condemnation or eminent domain proceedings which are pending or have
been threatened that affect the Property apart from those related to the City
of Atascadero.
5.4 Environmental Compliance. Seller has no notice of any pending or
threatened action or proceeding arising out of the condition of the Property
or any alleged violation of any Environmental Law (as defined below). To
Seller's actual current knowledge, the Property is in compliance with all
Environmental Laws. As used in this Agreement, "Environmental Laws"
means, collectively: (i) the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq.,
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J�0810-10001 8
(ii) the Hazardous Materials Transportation Act, as amended, 49 U.S.C.
§ 1801, et seq., (iii) the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. § 6901, et seq., (iv) the Federal Water Pollution
Control Act, as amended, 33 U.S.C. § 1251, et seq., (v) the Clean Air Act,
as amended, 42 U.S.C. § 7401, et seq., (vi) the Toxic Substances Control
Act, as amended, 15 U.S.C. § 2601, et seq., (vii) the Clean Water Act, as
amended. 33 U.S. Code § 1251, et seq., (viii) the Oil Pollution Act, as
amended, 33 U.S.C. § 2701, et seq., (ix) California Health & Safety Code
§ 25100, et seq. (Hazardous Waste Control), (x) the Hazardous Substance
Account Act, as amended, Health & Safety Code § 25300, et seq., (xi) the
Unified Hazardous Waste and Hazardous Materials Management
Regulatory Program, as amended, Health & Safety Code § 25404, et seq.,
(xii) Health & Safety Code § 25531, et seq. (Hazardous Materials
Management), (xiii) the California Safe Drinking Water and Toxic
Enforcement Act, as amended, Health & Safety Code § 25249.5, et seq.,
(xiv) Health & Safety Code § 25280, et seq. (Underground Storage of
Hazardous Substances), (xv) the California Hazardous Waste Management
Act, as amended, Health & Safety Code § 25170.1, et seq., (xvi) Health &
Safety Code § 25501, et seq. (Hazardous Materials Response Plans and
Inventory), (xvii) Health & Safety Code § 18901, et seq. (California Building
Standards), (xviii) the Porter -Cologne Water Quality Control Act, as
amended, California Water Code § 13000, et seq., (xix) California Fish and
Game Code §§ 5650-5656 and (xx) any other federal, state or local laws,
ordinances, rules, regulations, court orders or common law related in any
way to the protection of the environment, health or safety.
5.5 Brokers and Commissions. Seller represents that it has not dealt with any
investment adviser, real estate broker or finder, or incurred any liability for
any commission or fee to any investment adviser, real estate broker or
finder, in connection with the sale of the Property to Buyer under this
Agreement. Buyer represents that is has not dealt with any investment
adviser, real estate broker or finder, or incurred any liability for any
commission or fee to any investment adviser, real estate broker or finder, in
connection with the purchase of the Property by Buyer under this
Agreement. Each party will indemnify, defend, protect and hold the other
party harmless from any and all claims based upon any assertion that such
commissions or fees are allegedly due from the party making such
representations.
5.6 Tax Matters. Seller is not a "foreign person" as defined in Section 1445 of
the Internal Revenue Code of 1986, as amended, and the Income Tax
Regulations thereunder, which require the withholding of tax on the sale of
real estate by a foreign person, subject to certain exemptions.
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ARTICLE 6: PRE-CLOSING COVENANTS
6.1 Operation of Property. Between the Effective Date and the Closing Date,
Seller will not execute any lease or license affecting the Property for a
period of more than thirty (30) days, without the prior approval of Buyer,
which approval may be withheld in the sole discretion of Buyer.
6.2 Assignment. The Parties shall not assign all or any part of their interest in
this Agreement without first having obtained the written consent of the other
Party which shall not be unreasonably withheld. Any total or partial
assignment shall not relieve a Party of the Party's obligation pursuant to this
Agreement unless otherwise agreed in writing by the other Party.
6.3 Personal Iniury and Property Damage Prior to Closing. Seller agrees to
indemnify and defend Buyer against and hold Buyer harmless from all
claims, demands, liabilities, losses, damages, costs and expenses,
including reasonable attorneys' fees and disbursements, arising from or
based on any condition, event or circumstance relating to the Property that
existed or occurred before the Closing Date, or any personal injury or
property damage occurring in, on or about the Property before the Closing
Date.
ARTICLE 7: GENERAL PROVISIONS
7.1 Binding on Successors. The terms, covenants, and conditions of this
Agreement are binding upon and will inure to the benefit of the successors
and assigns of the parties.
7.2 Entire Agreement. This Agreement contains all of the covenants,
conditions, and agreements between the parties with respect to the
purchase, sale and development of the Property, and supersedes all prior
correspondence, agreements, and understandings, both verbal and written,
between the parties with respect to the subject matter of this Agreement.
No addition or modification of any term or provision of this Agreement will
be effective unless set forth in writing and signed by both Seller and Buyer.
7.3 Attorney's Fees. In the event either party to this Agreement institutes legal
action to interpret or enforce the terms of this Agreement, or to obtain
money damages, the prevailing party will be entitled to recover from the
other, in addition to costs and judgment as awarded by the court, its
attorney's fees and disbursements incurred by such prevailing party in such
action or proceeding and in any appeal in connection with such action or
proceeding. If such prevailing party recovers a judgment in any such
action, proceeding or appeal, all such costs, expenses and attorneys' fees
and disbursements incurred will be included in and as a part of such
judgment. The prevailing party includes without limitation a party who
dismisses an action or proceeding for recovery hereunder in exchange for
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consideration substantially equal to the relief sought in the action or
proceeding.
7.4 Notices. All notices ("Notice") or other communications required or
permitted under this Agreement must be in writing and must be delivered
either by hand (including by courier or reputable overnight delivery service)
or deposited in the United States Mail, registered or certified mail, postage
prepaid, and addressed as follows:
To Buyer: City of Atascadero
Attn: Rachelle Rickard
6500 Palma Avenue
Atascadero, CA 93422
Email: rrickard(o)atascadero.org
To Seller: Robert B. Arnold
P.O. Box 65
Atascadero, CA 93423
Email: rbarnold(cDcharter.net
Notices which are delivered by hand or overnight delivery will be deemed
received upon delivery; notices which are deposited in the United States
Mail in accordance with the terms of this Section will be deemed received
three days after the date of mailing. The foregoing addresses may be
changed by notice to the other party as provided in this section.
7.5 Governing Law; Venue, This Agreement is be governed by the laws of the
State of California. In any suit, action, or proceeding arising out of or
related to this Agreement, or the documentation related hereto, the parties
hereby submit to the jurisdiction and venue of the Superior Court in and for
the County of San Luis Obispo.
7.6 Time. Time is of essence of every provision herein contained in this
Agreement.
7.7 Counterparts. This Agreement may be executed in counterparts, each of
which will be an original, but all counterparts will constitute one agreement.
7.8 Exhibit. Exhibit A is incorporated by reference and made a part of this
Agreement.
7.9 Interpretation. Seller and Buyer acknowledge that each party has reviewed
and revised this Agreement and that the rule of construction to the effect
that any ambiguities are to be resolved against the drafting party will not be
employed in the interpretation of this Agreement or any document executed
and delivered by either party in connection with the transactions
contemplated by this Agreement. All parties have been represented by
LA #48163249-4435 v5
05089-0001 1 1
counsel in the preparation and negotiation of this Agreement, and this
Agreement will be construed according to the fair meaning of its language.
7.10 Further Assurances. From and after the date of this Agreement, Seller and
Buyer agree to do such things, perform such acts, and make, execute,
acknowledge and deliver such documents as may be reasonably necessary
or proper and usual to complete the transactions contemplated by this
Agreement and to carry out the purpose of this Agreement in accordance
with this Agreement.
7.11 Partial Invalidity. If any provision of this Agreement is determined by a
proper court to be invalid, illegal or unenforceable, such invalidity, illegality
or unenforceability will not affect the other provisions of this Agreement and
this Agreement will remain in full force and effect without such invalid, illegal
or unenforceable provision.
7.12 Waivers. No waiver of any provision of this Agreement or any breach of
this Agreement will be effective unless such waiver is in writing and signed
by the waiving party and any such waiver will not be deemed a waiver of
any other provision of this Agreement or any other or subsequent breach of
this Agreement.
[Signatures on the following page.]
LA 448163249-0435 v5
05089-0001 12
THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF THE PARTIES
have executed this Agreement.
SELLER:
ROBERT B. ARNOLD 2007 TRUST
Y.-
BUYER:
:
BUYER:
CITY OF R
By:
Tom
ATTEST:
f )C -Lara Christensefi, City Clerk
APPROVED AS TO FORM:
CITY ATTORN/E�Y
DC
Brian A. Pierik, City Attorney
LA #4816-3249-4435 v5
05089-0001 13
EXHIBIT A
FORM OF GRANT DEED
TO BE PROVIDED BY THE CITY TO ESCROW
LA #48163249.4435 v5
05089-0001
RECORDING REQUESTED BY:
First American Title Company
MAIL TAX STATEMENT
AND WHEN RECORDED MAIL DOCUMENT TO:
City of Atascadero
6500 Palma Avenue
Atascadero, CA 93422
A.P.N.: 049-141-038
"This document was electronically submitted
to San Luis Obispo County for recording"
2018042929
Tommy Gong
San Luis Obispo - County Clerk -Recorder
Inal Document 10/12/2018 01:10 PM
Recorded at the request of:
FIRST AMERICAN TITLE COMPANY
Titles:1 Pages:3
Fees: $0.00
Taxes: $0.00
Total: $0.00
PCOR FILED
Above This Line for Recorder's Use Only
File No.: 4002-5784554 (I(B)
This transaction Is exempt from California documentary transfer tax pursuant to Section 11922 of the California
Revenue and Taxation Code.
The deed is exempt from recording fees pursuant to Section 27383 of the California Government Code.
GRANT DEED
The Undersigned Grantor(s) Dedare(s): DOCUMENTARY TRANSFER TAX $0.00; CITY TRANSFER TAX $;
SURVEY MONUMENT FEE $
computed on the consideration or full value of property conveyed, OR
computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale,
unincorporated area; [ x I City of Atascadero, and
EXEMPT FROM BUILDING HOMES AND )OBS ACTS FEE PER GOVERNMENT CODE 27388.1faW
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Robert B. Arnold, Trustee of
the Robert B. Arnold Family Trust dated June 26, 2007 and Richard S. Arnold and Susan R. Arnold,
Trustees of the Richard and Susan Arnold Revocable Trust 2005, dated May 16, 2005
hereby GRANTS to City of Atascadero
the following described property in the City of Atascadero, County of San Luis Obispo, State of California:
PARCELS 1 AND 3 OF PARCEL MAP CO -69-62, IN THE COUNTY OF SAN LUIS OBISPO, STATE
OF CALIFORNIA, RECORDED OCTOBER 28, 1969 IN BOOK 4, PAGE 18 OF PARCEL MAPS.
Mail Tax Statements To: SAME AS ABOVE
RECORDING REQUESTED BY:
First American Title Company
MAIL TAX STATEMENT
AND WHEN RECORDED MAIL DOCUMENT TO:
City of Atascadero
6500 Palma Avenue
Atascadero, CA 93422
A.P.N.: 049-141-038
Space Above This Line for Recorder's Use Only
File No.: 4002-5784554 (KB)
This transaction is exempt from California documentary transfer tax pursuant to Section 11922 of the California
Revenue and Taxation Code.
The deed is exempt from recording fees pursuant to Section 27383 of the California Government Code.
GRANT DEED
The Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TAX $0.00; CITY TRANSFER TAX $;
SURVEY MONUMENT FEE $
computed on the consideration or full value of property conveyed, OR
computed on the consideration or full value less value of (lens and/or encumbrances remaining at time of sale,
unincorporated area; [ x I City of Atascadero, and
EXEMPT FROM BUILDING HOMES AND JOBS ACTS FEE PER GOVERNMENT CODE 27388.1(a)(2)
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Robert B. Arnold, Trustee of
the Robert B. Arnold Family Trust dated June 26, 2007 and Richard S. Arnold and Susan R. Arnold,
Trustees of the Richard and Susan Arnold Revocable Trust 2005, dated May 16, 2005
hereby GRANTS to City of Atascadero
the following described property in the City of Atascadero, County of San Luis Obispo, State of California:
PARCELS 1 AND 3 OF PARCEL MAP CO -69-62, IN THE COUNTY OF SAN LUIS OBISPO, STATE
OF CALIFORNIA, RECORDED OCTOBER 28, 1969 IN BOOK 4, PAGE 18 OF PARCEL MAPS.
Mail Tax Statements To: SAME AS ABOVE
Grant Deed - continued
A.P.N.: 049-141-038
Dated: September 20, 2018
Robert B. Arnold, Trustee of the Robert B.
Arnold Family Trust dated June 26, 2007
Robert B. Arnold, Trustee
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF Ina ( L %0'- A" )SS
COUNTY OF SOA\ LI.I.IS 6) h 15 y _)
Date: 09/20/2018
File No.: 4002-5784554 (KB)
Richard S. Arnold and Susan R. Arnold, Trustees
of the Richard and Susa Arnold Revocable
Trust 2005, dated Ma, 2005
Richard S. ArnQ(, Trustee
Susan R. /(rnold, Trustee
On 4m bare 017 D-0 I before me, 7- au 134 Ab;C S , Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Sign ure
Page 2
This area for official notarial seal.
�8 op KATHY BENABIDES rf
r COMM.# 2187167 t;
r ' NOTARY PUBLIC -CALIFORNIA ?
SAN LUIS OBISPo COUNTY
c�UwxTnr MY COMM. EXP, APR. 6. !02!j
Grant Deed - continued
A.P.N.: 049-141-038
Dated: September 20, 2018
Robert B. Arnold, rustee of the Robert B.
Arnold Family ust dated June 26, 2007
Robert B. Arnold, Trustee
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF C A )SS
COUNTY OF (t I �C)_ M )
Date: 09/20/2018
File No.: 4002-5784554 (KB)
Richard S. Arnold and Susan R. Arnold, Trustees
of the Rich fd'and usan Arnold Revocable
Trust 2 - 0,1 ,2005
Richard : Arnold, rustee
Susan R. Arnold, Trustee
On m Ye r-- r-) /. V Q /K before me, I 2 "I , l%e--ea , Notary Public, personally appeared
0 -
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Signatur
Page 2
This area for official notarial seal.
O. J. REED
Comm.#2230292
Notary Public -California Pi
Ell Dorado County
Comm. Expires Mar 3, 2022