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HomeMy WebLinkAboutStaff Report 3.C 7/1/2013 ARe .d.AcvItenv#3 .0 • EFFECTIVE DATE ORDINANCE NO. 2469 N.C.S. OF ORDINANCE 1 Introduced by Seconded by 2 3 4 , 5 6 7 .1 8 APPROVING PURCHASE AND SALE AGREEMENT, BETWEEN 9 NORMAN RICHARDS.AND D.G. GILSON,AND'THE CITY OF PETALUMA 10 REGARDING REAL PROPERTY COMMONLY KNOWN AS 11 1375 INDUSTRIAL AVENUE, (APN 007-417-031) 12 13 14 WHEREAS, Section 46 of the Charter of the Cityof Petaluma requires that actions for the 15 acquisition,;sale; or lease of real property be taken by Ordinance except for such actions 16 involving sums less than $3,000 or actions pursuant to general state law; and, 17 18 WHEREAS, PURSUANT TO Resolution 2008-198 N C'S.,,the City of Petaluma (City), pursuant 19 to direction from.City Council regarding the pursuit of grant funds, submitted applications to the 20 'California River Parkways,.Grant Program,(Program) of the California Natural Resources,Agency, 21 funded by Proposition 84, for grant fundsifo be used for the!acquisition'of certain property 22 commonly known as 1375 Industrial Avenue, County of Sonoma Assessor's Parcel No, 007-412- 23 031 (the Property);.and, 24 25 WHEREAS, the City was notified;by the State Natural;Resources.Agency that funding in 26 the amount bf:'$850,000 has been approved and awardedlo'the City;.and, 27 ' 28 WHEREAS, the City has,negotiated a purchase and sale agreement between the City 29 and Norman Richards and D.G. Gilson, owners of the,property, in'the amount of $670,000, a 30 copy of Which is,dttached as Exhibit A and incorporated herein by reference; and, 31 32 WHEREAS this'action was found incompliance-with the+California Environmental Quality 33 Act°(CEQA) pursuant to Title 147,Chapter 3:of the California Code of'Regulations (CEQA 34 Guidelines), through the completion and filing of a Notice of Determination on-September 11, 35 2012, for the acquisition portion of,this-projedt following the City Council consideration of an 36 Expanded Initial;Study and adopted Resolution.#2012 138'on September 10; 2012 adopting a 37 Mitigated Negative,Declaration and Approving`;the Project. 38 39 NOW,,THEREFORE;,BE IT ORDAINED BY THE CITY OF PETALUMA AS'FOLLOWS: 40' 41 Section.1; The City;Council„approves the purchase?and sale agreement between 42 the Cityof Petaluma and NorrrSan`;Richards and'the D.G.'Gilsoq, in.the amount of$670,000 43 (Agreements), copies of which are attached asExhibit A and incorporated herein as reference. 44 Ordinance No. 2469 N.C.S. Page 1 1 Section 2: The CityManager is authorized and directed to execute the Agreements 2 and:all other documents reasonably:necessary to complete`the purchase and sale, according 3 to the terms of theAgreements. 4 5 Section 3: If any section,subsection, sentence, clause, phrase or work of this 6 Ordinance is for any reason held to be uneonstitutional,'unlawful or otherwise invalid by a court 7 of competent jurisdiction or°preempted by State legislation,:such decision or legislation shall not 8 affect the validity of,the remaining portions of this Ordinance. The City Council of the City of 9 Petaluma hereby declares that it would have passed and adopted this Ordinance and each 10 and all provisions thereof irrespective of the fact that anyone or more of said provisions be 11 declared unconstitutional, Unlawful other otherwise invalid. 12 13 Section.4: This Ordinance shall become effective thirty (30) days after the date of its 14 adoption by the Petaluma City Council. 15 16 Section 5: The City Clerk is hereby directed to publish or post this Ordinance or a 17 synopsis for the period and in the manner provided by the City:Charter and any other 18. applicable law. 19 l 20 INTRODUCED and ORDERED posted/dished this 171h dayof June 2013. 21 22 ADOPTED this day of 2013 by,the following vote:, 23 24 25 26 27 AYES: 28 NOES: 29 ABSENT: 30 ABSTAIN: 31 32 33 34 35 36 i David Glass,:Mayor 37 38 39 40 41 42 43 ATTEST: APPROVED,AS TO FORM: 44 45 46 47 Claire Cooper;.City Clerk Eric'Danly,,City, Attorney 48 49 50 51 52 53 2088046..1 Ordinance No. 2469 N.C.S. Page 2 AGREEfMENT'FOR THE PURCHASE AND SALE OF REAL,PROPERTY This Agreement dated I�r'�11 Z�'S< 20k3 isbetWeen:the-,Cityof Petaluma,;a municipal corporation and California charter city ("CITY" and Norman B..Richards, a married mamas to,an undivided 50% interest and D. G.,Gilson, Trustee of the.Survivor's Trust created under the'Gilson-FamilyRevocable Trust, dated March 3, 1993, asamended by the Second Amendment to'the,Declaration ofthe Gilson Family Revocable Trust, dated April 25, 2008., ("GRANTOR") CITY and GRANTOR are sometimes referred to hereafter as the "parties" or individually as a„party". It islagreed between the parties as follows: 1. PROPERTY TO,BE;CONVEYED: GRANTOR agrees to sell!and CITY agrees to purchase.from GRANTOR on the terms set forth in this;Agreement the following described,real estate:in the County of Sonoma, comprised of an;unimproved'parcel commonly�known as 1375;Industrial,Avenue Petaluma, CA and identified„as Assessors Parcel'Number 007-4124131, more particularly described and depicted in Exhibit A attached hereto and incorporated,herein by reference(the"'Subject Property".). 2. ACCEPTANCE.OF GRANT:DEED: Upon receipt of a Grant Deed,for the.Subject Property, duly executed and acknowledged, CITY shall;execute an acceptanceofSaid Grant Deed in accordance with and subject to the terms and conditions ofthiss'Agreement 3. COMPENSATION: CITY shall:. A. Pay the sum of S670;000 forthe Subject Property ("Parbhase:Price")conditioned upon fee title to the Subject;Property vesting in tfie.CITY free and clear°frall liens, leases, encumbrances, Easements (recorded and/or unrecorded), assessments andhaxes, exceptany title exceptions acceptable to CITY as so indicated:by'CITY in•writing ("Permitted Exceptions"). The purchase price.for-theSubject Property includes payment for any and all improvements located on the Subject Property, B. Pay all escrow, recordingandtitle.insurance charges, ifany, incurred in this transaction. C. Close of this'transaction<and payment of Purchase Price may, at the sole discretion of CITY, be contingent'issuance of an CLTA or ALTA title insurance'(subject.only to Permitted Exceptions) from a title insurance company acceptable to CITY, and,in a form, acceptable to CITY. 4. REPRESENTATIONS AND WARRANTIES: , A. GRANTOR represents and warrants that during the period otGrantor's ownership of the property, there have been.no disposals, releasesor threatened releases of hazardous substances or hazardous'waste on, from, or under the property. Grantor.further represents'and warrantsthat'the Grantor hasnoi knowledge of,anydisposal, release, or threatened release of hazardous substances or hazardouswaste on, from or under thie'property which may'have occurred,prior to.Grantor taking. title to the property. If the property being'acquired is found to be,contaminated by the presence of hazardous:waste which requires mitigation underrFederal or State law, the Grantee may elect to seek recovery of its clean-up costs from those who causedorcontributed to the contamination. B. GRANTOR;represents:and:warrants that.GRANTOR"is the sole,fee owner of the Subject Property and..GRANTOR warrants that GRANTOR has the right_and power to enter into this Agreement and to convey fee,title and,,•by said`Grant Deed: does convey the Subject=Property free and clear of all taxes, assessments; encumbrances, easements Miens, leases,,deeds,of trust,and;claims of any kind whatever, except Permitted Exceptions. GRANTOR further represents-and warrants that it is not under-contract with any other party for the purchase and'sale.pf the Subject`Property, and that there are no,oralorwritten,leases''in effect with respect..to any ofrthe Subject Property. C. GRANTOR shall be responsible for payng'any commission incurred by it in connection with this 'Agreementand:the saleand purchase of the Subject Property,.if"any. AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY a GRANTOR•agrees to indemnify; defend, hold'harmless+and reimburseCITY and CITY officers, representatives; agents and employees from^and against any;andall suits; damages, costs, fees, claims, demands; causes of action, losses liabilities,and expenses including without limitation attorneys' fees in the event that,any of GRANTOR's representations or warranties contained in this paragraph 5-are not correct at the time made'or at the-close of escrow which obligations shall survive close ofescrow and recordatorrof the Grant Deed. The representations and warranties set forth above shall+survive:cllose.of'escrow and.recordation of the Grant Deed. 5. RIGHT OF POSSESSION AND USE: It is•agreed and confirmed by the parties hereto that; notwithstanding the other provisions in this Agreement the,right of possession and use:ofthe Subject Property by CITY, shall commence on recordation of the GrantDeed:and that the consideration amount shown above includes; but is not limited to full payrnent'forsuch-possession and use, from said date. 6. ESCROW; CLOSING: ' A. This transaction shall be handled through an escrow with Chicago Title Company under escrow number 13-35026244-KB(hereinafter referred'to.as the 'Title Company"). Within five (5) days after:this Agreementis•executed by CITY and,GRANTOR„GRANTOR shall complete execute and deliver to escrow holder'(i) an affidavit executed by'GRANTOR certifying that GRANTOR is not a "foreign person”within the meaning of Internal Revenue Code Section 1445(f)(3), and meeting the requirements of Internal Revenue Code Section 1445(b)(2)•and (ii),.an original Withholding Exemption Certificate](California Form 590 or 590-RE,,as applicable), fully executed by GRANTOR as required,by the California Taxation and Revenue Code;certifying that the GRANTOR is not subject to tax withholding under applicable California law: GRANTOR shall also deliver the fully executed Grant Deed:to the'Title'Company. GRANT,ORshall'not'be deemed to have delivered the Grant Deed to CITY and•CITY'shall not be deemed to have accepted delivery of the Grant Deed until such time as the Grant?Deed is recorded in the Official Records of Sonoma County, California in accordance with written°the terms and conditions of this Agreement. B. Upon receipt of the above documents, approval of the;Permitted;Exceptions by the CITY and receipt of the necessary funds from the CITY, the Title Company shall,record`the Grant Deed in the Official Records of.Sonoma'County,,California and deliver the purchase price to GRANTOR, less amounts necessary to'place title in the condition required by this•Agreement'and any other amounts identified nce by.CITY in accorda with Section 3 above. When titleto the Subject Property vests in CITY; ., _ subject only to the Permitted Exceptions;'.title shall be evidenced.bya CLTA owner's,policy of title insurance ("Title Policy"). The TitlePolic'y shall be in;theamount of the purchase price; showing title to the Subject Property vested in CITY, subject only to the Permitted Exceptions. The ability of the Title Company to issue the Title!Policy shall be a condition precedent to.CITY's obligations under this Agreement and;theclose of escrow. C. Notwithstanding the foregoing, CITY shall have the-sole right to elect to close this transaction without the use of escrow,services._If/CITY elects to close without the use of escrow-services, CITY shall upon acceptance ofthe Grant Deed, pay,the purchase pnce.amount directly to GRANTOR, and record the Grant Deed. If CITY elects to.closethis transaction with the use,of escrow services, CITY andGRANTOR shall sign escrow instructions; if necessary, to effect this Agreementand close escrow: • D. The,escrowfor this':transaction shall close within thirty (30) daysfrom,.the execution of this Agreement by all parties,.subject to the above requirements and conditions to closing. E. Current year property taxes and special assessment bond payments, if any;,shallbe prorated as of the escrow closing date. Prior year unpaid taxes and assessment bond payments, if any, shall be AGREEMENT FOR PURCHASE AND,SALE OF REAL PROPERTY deducted from,the Purchase Price and paid;through escrow. 7. SUCCESSORS: This.Agreemenishalhbe binding on and shall inure,to the benefit of the parties hereto and their respectivesuccessers, heirs,.assigns and transferees?, 8. NOTIFICATION: In the event tGRANTOR'sells,conveys', or assigns any property interests encumbered by this Agreement on or afterthe;date of this Agreement GRANTOR shall'provide'that any such sale, assignmentorconveyance is subject.te rights"and obligatiohs.ofboth parties.as,included herein and shall notify the successor:of-assignee of the rights And'obligationslofboth patties as included herein. 9. SURVIVAL OF,AGREEMENT This:Agreement; including-all representations, warranties, covenants, agreements,•releases andotherobligations contained herein shall':survive the closing of this transaction and the recordation of the Grant:Deed. • 10. ENTIRE AGREEMENT:. The parties have herein set forth^the•whole of their agreement. The performance of this Agreement constitutes the entire consideration.for the Easement and shall relieve CITY of any further obligation to GRANTOR GRANTOR shall make no claim for further compensation for the acquisition or on account of the construction of the proposed public Improvements in the-manner proposed; including, but not limited_tor claims arising out of the location of the improvements or changes in grade, and waives all any and all•rights and benefits in connection therewith which GRANTOR now has'or in the future may have per Section 1542;of the Civil Code of the.,State•of'California (orsimilar statute or common law principles) which states: A GENERAL RELEASE DOES NOT EXTEND1TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO;EXIST IN H IS OR HER FAVOR ATITHE TIME OF EXECUTING THE.RELEASE, WHICH IF KNOWN BY HIM OR:HER'MUST HAVE MATERIALLY'AFFECTED HIS OR HER SETTLEMENT WITH THEEDEBTOR. 11. SEVERABILITY: If•any provision of this Agreement is held by,aicourt of competent jurisdiction to be invalid, void or unenforceable, the remaining•provisions shall continue in full force and'effect so as to carry out the original intent'ofthe parties•under this Agreement to the fullestextent'possible. • 12. GOVERNING.LAW , This Agreement shall be governed bq andconstrued in`accordance with the laws of the State of California. I I 13. AUTHORITY AND EXECUTION: Each person executing this Agreement.onbehalf of a party represents and warrants that such is erson dui =and valid) authorized to do soon behalf of the entity it purports to bind P Y Y and if such i •a,partnership, corporation or trustee that such partnership corporation or trustee has the:full right,and authonty.to:enter intothis Agreement and perform all of its' obligation hereunder. 14. CAPTIONS; The:captions,ofthe•vanoussection�, paragraphs:and subparagraphs of this Agreement are:for 'convenience only and shall not.be:considered'nor.referi-ed'to:in resolving questions of interpretation. 15: REQUIRED ACTIONS'. Eachi:party agrees,to execute such instruments and documents•and:to undertake such actions as'may be.reasonably required in'order to'consummate the'purchase and`sale contemplated by this Agreement. 16. COUNTERPARTS:,`This Agreement maybe'executed'in multiple counterpartseach of which shall be deemed an original but alfof• which, together shall constitute one and same:dodument. 17. AMENDMENT: This Agreement[shall not be modified or amended except by.an instrument in writing executed by each of the parties hereto. AGREEMENT FOR THE PURCHASE:AND'SALE OF REAL PROPERTY GRANTOR: _ 4110 Dated: 9-7)8.713. • }'/g �Cy Norman B. Richards // Dated: ' I ` ( t etir �-g ! D. a Gilson; Trustee of the Survivor's Trust ust created under the Gilson Family Revocable Trust,dated March 3, 1993, as amended by the Second:Amendment to the Declaration of the Gilson Family,Revocable Trust; dated April 25, 2008. CITY OF PETALUMA: Dated: John2Brown 'I City.Manager ATTEST: • City Clerk APPROVED.AS TO FORM: Eric W. Danly City Attorney APPROVED: Department Director APPROVED: Risk Manager APPROVED: Administrative ServicesDi rector AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY EXHIBIT A.— LEGAL DESCRIPTION Parcel One: A portion of Lot 311 of Petaluma:Ranchoand adjoining property, and more particularly described as follows: Corrf fiericing at a concrete Monument at the intersection:of,the Southerly line of the Petaluma and Santa Rosa Railroad'right,of way with'the Easterly line of the:former State'Highway leading fro'n Petaluma to Santa,Rosa, aslestablished by,the;Deed to the eState ofCalifernia-dated April 23, 1940-a6d'recorded January 21, 1941 in Book 490 Official Records, Page 477,;Sonoma+County;Records; thence along the5outherlyline of said Petaluma and Santa Rosa Railroad, South 54'degrees59' East 1442:80 feet,to an-iron pipe;-thence leaving Said Southerly fine South 37 degrees 12'West'255:02 feet to-the true;point of beginning, thence South 37 degrees 12' West 534.08 feet; thence North:66'+degree`s 32''West316.80..feet', thence North 55 degrees 32' West 150.18 feet; thence North.35'degrees 01' East 568.57 feet; thence`South 54 degrees 59' East 480.90 feetto the point Of beginning. EXCEPTING THEREFROM-that:portion conveyed to the City of Petalumadn that certain Deed executed by Norman G. Richards, et al, recorded January 16; 1984 as'Document•No..84002712, Sonoma County Records. Parcel Two: An easement 60feet,in width the•center line of which is described astfollows: Commencing at a.concrete monument-at the intersection of the Southerly line of the Petaluma and Santa Rosa Railroad right of way with the Easterly'line of the'former State•Highway leading from Petaluma to Santa Rosa, as established by the Deed to the State of California datedApril 23, 1940 and recorded January 21, 1941 in Book 490 of Official Records, Page 477 Sonoma County;Records,thence along the Easterly line of said highway South 8 degrees-26' 30 West 284;95 feet to the true point of beginning; thence South 54 degrees 59' East 1305 60 feet, said easem_ent;to extend'for its full width from a line,drawn North 8 degrees 26' 30" East and South 8 degrees,26' 30:West on'its Westerly side`:to a line drawn North 37 degrees 12' East and South 37 degrees 12'West from its,:Easterlyterminatidn. • '° U3 c; AA&F. QQ�OJ VdlC i Q} IK y=. 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