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HomeMy WebLinkAbout2019-010 Atascadero Land Preservation Society (ALPS)CITY OF ATASCADERO CONTRACT NUMBER. Z)Ola-DID ASSESSOR PARCEL NOS.: 028-201.005 & 028-341-008 PROJECT: Atascadero - Via Avenue Bridge Replacement OWNER: Atascadero Land Preservation Society RIGHT OF WAY AGREEMENT THIS AGREEMENT is made and entered into by and between and Atascadero Land Preservation Society, a non-profit corporation (hereinafter called -Grantor"), The City of Atascadero, a California municipal corporation, (hereinafter called "City"). An instrument in the form of an Easement Deed ("Deed") covering the property particularly described therein ("Easement Areas") has been executed concurrently with this Agreement and delivered to City representatives. In consideration of which, and other considerations hereinafter set forth, it is mutually agreed as follows: 1. The parties have herein set forth the whole of their agreement. The performance of this Agreement constitutes the entire consideration for said documents and shall relieve the City of all further obligation or claims on this account, or on account of the location, grade or construction of the proposed public improvement. 2. The City shall: A. PAYMENT - Pay to the order of the Grantor the sum of One Thousand Dollars ($1,0001 as consideration in full for the property interests described in the Deed, for the loss, replacement and moving of any improvements, and for entering into this Agreement. Said sum shall be paid within thirty days of the date of City acceptance and recordation of the Deed. B. RECORDATION OF INSTRUMENT - Accept the Deed and cause the same to be recorded in the office of the San Luis Obispo County Recorder at such time as when clear title can be conveyed. C. MISCELLANEOUS COSTS - Pay any and all transactional closing costs and recording fees incurred in this transaction. D. CLEARANCE OF BONDS- ASSESSMENTS, OR DELINQUENT TAXES - Have the authority to deduct and pay from the amount shown in Clause 2.A. above any amount necessary to satisfy any bond demands and delinquent taxes due in any year except the year in which the Deed records, together with penalties and interest thereon, and/or delinquent and unpaid non -delinquent assessments which have become a lien as of the date of recordation of the Deed. E. PROPERTY RESTORATION - Upon completion of construction, generally restore the Easement Area described in the Deed to a comparable or better condition as that which existed prior to City's project construction, to the extent reasonably practical, in accordance with the provisions of the Deed. Specifically, City will complete revegetation of all disturbed areas and will monitor to ensure regrowth for a duration of five years following completion of the new Via Avenue Bridge, at no cost to Grantor. APN: 028-201-005 & 028-341-008 City of Atascadero/Via Avenue Bridge/Atascadero land Preservation Society/ Agreement Page 1 of F. INDEMNIFICATION - Indemnify and hold harmless the Grantor from any and all claims, damages, costs, judgments or liability proximately caused by City or its officers, employees, contractors or agents specifically arising from City's construction and restoration work within the Easement Areas described in the Deed. 3. The Grantor: A. LEASE INDEMNIFICATION - Warrants there are no oral or written leases on all or any portion of the permanent Easement Areas or if there are such leases, Grantor agrees to hold the City harmless and reimburse City for any and all of its losses and expenses occasioned by reason of any lease encumbering said lands. Grantor shall provide City use of the permanent Easement Areas free of any leases that may conflict with City's rights under the Deed provisions. B. TITLE INDEMNITY AND WARRANTY - In consideration of the City waiving requirements to clear any defects and imperfections in all matters of record title, Grantor indemnifies and holds the City harmless from any and all claims that other parties may make or assert on the title to the Easement Areas. Grantor's obligation to indemnify the City shall not exceed the amount paid to the Grantor under this Agreement. Grantor hereby represents and warrants that he/she/they are the sole vested owners of the Easement Areas, holding all ownership and possessory rights, and are the authorized signatories to grant the easement rights referenced in this Agreement and the Deed without conflict or claims from other parties. C. SUPPLEMENTAL FORMS - Agrees to provide all required supplemental forms necessary to complete this transaction, including a W-9 Form required for payment processing. D. GRANTOR'S KNOWLEDGE OF THE ENVIRONMENTAL CONDITIONS OF THE PROPERTY — Hereby represents and warrants that to the best of Grantor's knowledge and belief, throughout the period of Grantor's ownership, there has been no spill, discharge, release, cleanup or contamination of or by any hazardous or toxic waste or substance used, generated, treated, stored, disposed of or handled by the Grantor, its employees, and/or agents on or around the Easement Areas. Further, Grantor agrees to disclose to City, prior to the close of this transaction, all studies, reports, and investigations, known to Grantor, concerning any pollution, toxic building materials or toxic hazardous substances or wastes located at, on, or under the Easement Areas. 4. The Parties agree: A. ESCROW - At City's option, to open an escrow in accordance with this Agreement at an escrow company of City's choice. Opening an escrow shall be at City's sole discretion and City may decide to process this transaction without the use of an escrow agent. However, if an escrow agent is utilized, this Agreement constitutes the joint escrow instructions of City and Grantor, and the escrow agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time. If an escrow is utilized, as soon as possible after opening of escrow, City will deposit the executed Deed by Grantor, with Certificate of Acceptance attached, with the escrow agent on Grantor's behalf. City agrees to deposit the purchase price upon demand of escrow agent. City and Grantor agree to deposit with escrow agent all additional instruments as may be necessary to complete this transaction. All funds received in this escrow shall be deposited with other escrow funds in a general escrow fund account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check or wire transfer from such account. APN: 028-201-005 & 028-341-008 City of Atamadem(Via Avenue Bridge/Auscadem land Preservation society/ Agreement Page 2 of 4 Any taxes which have been paid by Grantor, prior to opening of this escrow, shall not be pro -rated between City and Grantor, but Grantor shall have the sole right after close of escrow, to apply to the County Tax Collector of said County for any refund of such taxes which may be due Grantor for the period after City's acquisition. i) ESCROW AGENT DIRECTIVES - Escrow Agent is authorized to, and shall: a) Pay and charge Grantor for any unpaid delinquent taxes and/or any penalties and interest thereon, and for any delinquent assessments or bonds against that portion of Grantor's property subject to this transaction as required to convey clear title. b) Pay and charge City for any escrow fees, charges and costs payable under Paragraph 2.C. of this Agreement; c) Disburse funds and deliver Deed when conditions of this escrow have been fulfilled by City and Grantor. d) Following recording of Deed from Grantor, if requested by City, provide City with a CLTA Standard Coverage Policy of Title Insurance in the amount of $1,000 issued by a Title Company of City's choice showing that title to the easement(s) conveyed by the deed are vested in City, subject only to the following exceptions, and the printed exceptions and stipulations in said policy: 1) Real Property Taxes for the fiscal year in which escrow closes; 2) Public utility easements and public rights of way; 3) Items No. 4, 5, 6, 7, 8, and 9 of the preliminary title report issued by First American Title Company, dated July 11, 2018, referenced as Order No. 4001- 5230964; 4) Other items that may be approved in writing by City in advance of the close of escrow. ii) CLOSE OF ESCROW - The term "close of escrow", if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through this escrow is hereby authorized. B. JUDGMENT IN LIEU OF DEED - In the event Grantor does not deliver title in a reasonable time under the terms of the Agreement, the City may file an action in eminent domain to pursue the acquisition of the Easement Areas described in the Deed, and this Agreement shall constitute a stipulation which may be filed in said proceedings as final and conclusive evidence of the total amount of damages for the taking, including all of the items listed in Section 1260.230 of the Code of Civil Procedure, regarding said property rights. C. ARTICLE HEADINGS - Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Agreement. D. COMPLETE UNDERSTANDING - This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Agreement may not be amended except in writing by the parties hereto or their successors or assigns. APN: 028-201-005 At 028-341-008 City of AtascaderoNia Avenue Bridge/Atascadem land Preservation society/ Agreement Page 3 of 4 E. CITY COUNCIL APPROVAL - This Agreement is subject to and conditioned upon approval by the Atascadero City Council. This Agreement is not binding upon the City until executed by the appropriate City official(s) acting in their authorized capacity. F. COUNTERPARTS - This Agreement may be executed in counterparts, each of which so executed shall irrespective of the date of its execution and delivery be deemed an original, and all such counterparts together shall constitute one and the same document. G. SUCCESSORS AND ASSIGNS - This Agreement shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. H. ELECTRONIC AND FACSIMILE SIGNATURES – In the event that the parties hereto utilize electronic or facsimile documents which include signatures, such documents shall be accepted as if they bore original signatures provided that documents bearing ORIGINAL SIGNATURES are provided following transmittal of the electronic or facsimile signature. Documents for recordation by the Clerk Recorder must contain original signatures. No Obligation Other Than Those Set Forth Herein Will Be Recognized. GRANTOR: Atascadero Land Preservation Society, a non-profit corporation By: —YAt Mike Orvis President GRANTOR'S MAILING ADDRESS: Atascadero Land Preservation Society P.O. Box 940 Atascadero, CA 93423-0940 CITY OF ATASCADERO: By: Rachelle Rickard City Manager MAILING ADDRESS OF CITY: City of Atascadero Attn: Public Works Engineering 6500 Palma Avenue Atascadero, CA 93422 Date: IT'1 s/I Z ©t q Date: 1� – 1Z _1 APN: 028-201-005 & 028-341-008 City of AtascaderoNia Avenue Bridge/Atascadero land Preservation Society/ Agreement Page 4 of