HomeMy WebLinkAboutOrdinance 2505 N.C.S. 07/21/20141
3
4
5
6
7
8
9
10
11
12
EFFECTIVE DATE ORDINANCE NO. 2505 N.C.S.
OF ORDINANCE
August 21, 2014
Introduced by Seconded by
Gabe Kearney Mike Harris
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA APPROVING
PURCHASE AND SALE AGREEMENT, BETWEEN GATEWAY FINANCIAL,
INCORPORATED, FOR ACQUISITION OF REAL PROPERTY COMMONLY KNOWN
AS 1335 INDUSTRIAL AVENUE, (APN 007-412-036) IN THE AMOUNT OF
$370,000 AND AUTHORIZING THE CITY MANAGER TO COMPLETE ALL
NECESSARY TRANSACTION FOR PURCHASE OF THE PROPERTY
WHEREAS, Section 46 of the Charter of the City of Petaluma requires that actions for the
acquisition, sale, or lease of real property be taken by Ordinance; and,
WHEREAS, PURSUANT TO Resolution 2008-198 N.C.S., the City of Petaluma (City) submitted
applications to the California River Parkways Grant Program (Program) of the California Natural
Resources Agency, funded by Proposition 84, for grant funds to be used for the acquisition of
certain property commonly known as 1335 Industrial Avenue, County of Sonoma Assessor's
Parcel No. 007-412-036 (the Property); and,
WHEREAS, the State Natural Resources Agency approved funding in the amount of
$850,000 for land acquisition and awarded the City a subsequent grant of an additional
$165,262; and,
WHEREAS, the Sonoma County Agricultural Preservation and Open Space District has a
pending application in the amount of $50,000 for land acquisition and will, when approved,
reimburse the City; and,
WHEREAS, the City has negotiated a purchase and sale agreement between the City
and Gateway Financial Inc., 1335 Industrial Avenue (AP# 007-412-036), owners of the property, in
the amount of $370,000, a copy of which is attached as Exhibit A and incorporated herein by
reference; and,
WHEREAS, this action was found in compliance with the California Environmental Quality
Act (CEQA) pursuant to Title 14, Chapter 3 of the California Code of Regulations (CEQA
Guidelines), through the completion and filing of a Notice of Determination on March 1, 2012, for
the acquisition portion of this project.
Ordinance No. 2505 N.C.S.
Page 1
1
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF PETALUMA AS FOLLOWS:
Section 1: The City Council approves the purchase and sale agreement between
the City of Petaluma and Gateway Financial Inc., 1335 Industrial Avenue (AP# 007-412-036), in
the amount of $370,000, a copy of which is attached as Exhibit A and incorporated herein as
reference.
Section 2: The City Manager is authorized and directed to execute the Agreement
and all other documents reasonably necessary to complete the purchase and sale, according
to the terms of the Agreement.
Section 3: If any section, subsection, sentence, clause, phrase or work of this
Ordinance is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court
of competent jurisdiction or preempted by State legislation, such decision or legislation shall not
affect the validity of the remaining portions of this Ordinance. The City Council of the City of
Petaluma hereby declares that it would have passed and adopted this Ordinance and each
and all provisions thereof irrespective of the fact that any one or more of said provisions be
declared unconstitutional, unlawful other otherwise invalid.
Section 4: This Ordinance shall become effective thirty (30) days after the date of its
adoption by the Petaluma City Council.
Section 5: The City Clerk is hereby directed to publish or post this Ordinance or a
synopsis for the period and in the manner provided by the City Charter and any other
applicable law.
INTRODUCED and ordered posted this 71h day of July, 2014.
ADOPTED this 21 st day of July, 2014 by the following vote
Ayes:
Albertson, Barrett, Mayor Glass, Harris, Healy, Vice Mayor Kearney, Miller
Noes:
None
Abstain:
None
Absent:
None
ATTEST:
&0'�J
Claire Cooper, CMC, City Clef
David Glass, Mayor
APPROVED AS TO FORM:
0--a
0 -
Eric W. Donly, City Attorney
Ordinance No. 2505 N.C.S.
Page 2
Exhibit A
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPER'T'Y
This Agreement dated 20_ is between the City of Petaluma, a municipal corporation and
California charter city ("CITY") and Gateway Financial Inc., ("GRANTOR"). CITY and GRANTOR are
sometimes referred to hereafter as the "patties" or individually as a "party".
It is agreed 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 located on Industrial Avenue in the City of Petaluma,
Sonoma County, CA and identified as Assessor's Parcel Number 007-412-036, 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 acceptance of said Grant Deed in accordance with
and subject to the terms and conditions of this Agreement.
3. CONSIDERATION: CITY shall:
A. Pay the sum of THREE HUNDRED SEVENTY THOUSAND DOLLARS ($370,000) for
the Subject Property ("Purchase Price") conditioned upon fee title to the Subject Property vesting
in the CITY free and clear of all liens, leases, encumbrances, Easements (recorded and/or
unrecorded), assessments and taxes, except any title exceptions acceptable to CITY as so
indicated by CITY in writing, which may include an easement to Sonoma County Water
Agency for channel clearance ("Permitted Exceptions"). The purchase price for the Subject
Property includes payment for any and all improvements located on the Subject Property.
B. Pay all escrow, recording and title insurance charges, if any, 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. REPRE SE NTATIONS AND WARRANTIES:
A. Based on GRANTOR's actual and constructive knowledge, GRANTOR represents and warrants
that during the period of Grantor's ownership of the property, there have been no disposals,
releases or threatened releases of hazardous substances or hazardous waste on, from, or under the
property. Grantor further represents and warrants that the Grantor has no knowledge of any
disposal, release, or threatened release of hazardous substances or hazardous waste on, from, or
under the 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 under Federal or State law, the Grantee may elect to seek recovery of its
clean-up costs from those who caused or contributed to the contamination.
B. GRANTOR represents and warrants that GRANTOR is the sole fee owner of record 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, liens, 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
91C 1 of 6
Ordinance No. 2505 N.C.S. Page 3
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
sale of the Subject Property, and that there are no oral or written leases in effect with respect to
any portion of the Subject Property.
C. GRANTOR shall be responsible for paying any commission incurred by it in connection with
this Agreement and the sale and purchase of the Subject Property, if any.
D. GRANTOR agrees to indemnify, defend, hold harmless and reimburse CITY and CITY
officers, representatives, agents and employees from and against any and all 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 4 are not correct at the time made or at the close of escrow, which
obligations shall survive close of escrow and recordation of the Grant Deed. The
representations and warranties set forth above shall survive close 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 of the Subject Property by CITY, shall commence on
recordation of the Grant Deed and that the consideration amount shown above includes, but is not
limited to full payment for such possession and use, from said date.
6. ESCROW; CLOSING:
A. This transaction shall be handled through an escrow with Old Republic Title Company under
escrow number 0812010680 (hereinafter referred to as the "Title Company"). Within five (5)
days after this Agreement is 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 sball also deliver the fully executed Grant Deed to the
Title Company. GRANTOR shall 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 by CITY in accordance with Section 3 above. When title to
the Subject Property vests in CITY, subject only to the Permitted Exceptions, title shall be
evidenced by a CLTA owner's policy of title insurance ("Title Policy"). The Title Policy shall be
in the amount 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 the close of
escrow.
2 of 6
Ordinance No. 2505 N.C.S. Page 4
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
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 of the Grant Deed, pay the purchase price amount directly to
GRANTOR, and record the Grant Deed. If CITY elects to close this transaction with the use of
escrow services, CITY and GRANTOR shall sign escrow instructions, if necessary, to effect this
Agreement and close escrow.
D. The escrow for this transaction shall close within sixty (60) days from the execution of this
Agreement by all parties, subject to the above requirements and conditions to closing.
E. Current year properly taxes and special assessment bond payments, if any, shall be prorated as
of the escrow closing date. Prior year unpaid taxes and assessment bond payments, if any,
shall be deducted from the Purchase Price and paid through escrow.
7. SUCCESSORS: This Agreement shall be binding on and shall inure to the benefit of the parties hereto
and their respective successors, heirs, assigns and transferees.
8. NOTIFICATION: In the event GRANTOR sells, conveys, or assigns any property interests
encumbered by this Agreement on or after the date of this Agreement, GRANTOR shall provide that
any such sale, assignment or conveyance is subject to rights and obligations of both parties as
included herein and shall notify the successor or assignee of the rights and obligations of both parties as
included herein.
9. SURVIVAL OF AGREEMENT: This Agreement, including all representations, warranties,
covenants, agreements, releases and other obligations 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 to, 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 (or similar statute or common law principles) which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT MOW OR SUSPECT TO EXIST IN HIS OR 14ER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS ORI HER SETTLEMENT WITH THE DEBTOR.
ll. SEVERABILITY: if any provision of this Agreement is held by a court 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 of the parties under this Agreement to the fullest extent
possible.
12. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
13. AUTHORITY AND EXECUTION: Each person executing this Agreement on behalf of a party
represents and warrants that such person is duly and validly authorized to do so on behalf of the entity
it purports to bind and if such party is a partnership, corporation or trustee that such partnership,
3 of 6
Ordinance No. 2505 N.C.S. Page 5
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
corporation or trustee has the full right and authority to enter into this Agreement and perform all of
its' obligation hereunder.
14. CAPTIONS: The captions of the various sections, paragraphs and subparagraphs of this Agreement
are for convenience only and shall not be considered nor referred to in resolving questions of
interpretation.
15. REQUIRED ACTIONS: Each 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 may be executed in multiple counterparts each of which
shall be deemed an original but all of which, together shall constitute one and same document.
17. AMENDMENT: This Agreement shall not be modified or amended except by an instrument in
writing executed by each of the parties hereto.
iJ M
GATEWAY FINANCIAL INC
Dated: Ju' Q_ Z 7r 20) Y t�r�i�9`
K eg2 vt �
Print Name and Title
CJ vv-, u rl c� .77. C p to e
4of6
Cl -
Ordinance No. 2505 N.C.S. Page 6
AGREEMRNT FOR THE PURCHASE AND SALE OF REAL PROPERTY
CITY OF PETALUMA:
Dated:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Eric W. Danly
City Attorney
APPROVED:
Department Director
APPROVED:
Risk Manager
APPROVED:
Finance Director
John Brown
City Manager
Ordinance No. 2505 N.C.S.
5of6
Page 7
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
EXHIBIT A - LEGAL nFSGRIPTInN
The land referred to in this Agreement is situated in the County of Sonoma, City of
Petaluma, State of California, and is described as follows:
Beginning at the most Easterly corner of the tract of land conveyed to Bruce
Morehead by Deeds recorded November 29, 1963 in Book 2005 of Official
Records, at Pages 271, 273 and 275 respectively, Sonoma County Records;
thence South 350 01' West 598.57 feet; thence North 55° 32' West 100.62 feet;
thence North 300 32' West 82.57 feet to the most Southerly corner of the tract of
land conveyed to Pacific Coast Title Company of Marin, a corporation, by Deed
dated November 28, 1966, recorded December 2, 1966 in Book 2243 of Official
Records, Page 618, Sonoma County Records; thence North 350 01' East, along
the Southeasterly line of said tract, a distance of 565.31 feet to the most Easterly
corner of said tract; thence South 540 59' East to the point of beginning.
EXCEPTING therefrom, all that portion conveyed to the City of Petaluma by Deed
recorded November 5, 1984 under Document No. 84074140, Sonoma County
Records.
6of6
Ordinance No. 2505 N.C.S. Page 8