HomeMy WebLinkAboutOrdinance 2428 N.C.S. 03/19/2012 EFFECTIVE DATE ORDINANCE NO. 2428 N.C.S
OF ORDINANCE
April 18, 2012
1 Introduced by Seconded by
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4 Teresa Barrett Gabe Kearney
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8 ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA APPROVING
9 PURCHASE AND SALE AGREEMENT, AS AMENDED, BETWEEN
10 DALE H. VESTERFELT AND ALICE M. VESTERFELT, TRUSTEES, DIANNA MAE CORRALEJO,
11 TRUSTEE, AND THE CITY OF PETALUMA REGARDING REAL PROPERTY
12 COMMONLY KNOWN AS 431 PAULA LANE (APN 019-080-009 AND APN 019-080-01)
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15 WHEREAS, Section 46 of the Charter of the City of Petaluma requires that actions for the
16 acquisition, sale or lease of real property be taken by ordinance; and,
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18 WHEREAS, pursuant to Resolutions No. 2006-160 N.C.S. and 2008-068 N.C.S., the City of
19 Petaluma (City) submitted applications to the Competitive Matching Grant Program (Program)
20 of the Sonoma County Agricultural Preservation and Open Space District (District) for matching
21 grant funds to be used in part for the acquisition of certain real property commonly known as
22 431 Paul Lane, County of Sonoma (APN 019-080-0009 and APN 019-080-01) (the Property); and,
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24 WHEREAS, the City subsequently resubmitted the application for grant funds for
25 acquisition of the Property to the Program for the 2009-2010 Program cycle; and,
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27 WHEREAS, the City has been notified by District that Program funding in the amount of
28 $1,000,000 has been approved by the District Board of Directors for acquisition of the Property;
29 and,
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31 WHEREAS, the City has been notified by District that the District Board of Directors has
32 requested the ability to consider awarding an additional $50,000 in Program funding for
33 acquisition of the Property; and,
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35 WHEREAS. the City has negotiated a purchase and sale agreement between the City
36 and Dale H. Vesterfelt and Alice M. Vesterfelt, Trustees, and Dianna Mae Corralejo, Trustee,
37 owners of the Property, in the amount of $1,050,000 (Agreement), a copy of which is attached
38 as Exhibit A and incorporated herein by reference; and,
Ordinance No. 2428 N.C.S. Page 1
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2 WHEREAS, the City and the Paula Land Action Network (PLAN) are in the process of
3 developing a work plan to operate and manage the Property as an open space preserve and
4 educational nature facility; and,
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6 WHEREAS, this action is exempt from the California Environmental Quality Act (CEQA)
7 pursuant to title 14, Chapter 3 of the California Code of Regulations (CEQA Guidelines),
8 including but not limited to sections 15313 (Acquisition of Land for Wildlife Conservation
9 Purposes), 15317 Open Space Contracts or Easements), and/or 15325 (Transfers of Ownership
10 Interest in Land to Preserve Existing Natural Conditions).
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12 NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS
13 FOLLOWS:
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15 Section 1. The City Council approves the purchase and sale agreement between the
16 City of Petaluma and Dale H. Vesterfelt and Alice M. Vesterfelt, Trustees, and Dianna Mae
17 Corralejo, Trustee in the amount of $1,050,000 (Agreement), a copy of which is attached as
18 Exhibit A.and incorporated herein by reference.
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20 Section 2. The city manager is authorized and directed to execute the Agreement and
21 all other documents reasonably necessary to complete the purchase and sale, according to the
22 terms of the Agreement.
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24 Section 3. If any section, subsection, sentence, clause, phrase or word of this ordinance
25 is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court of
26 competent jurisdiction or preempted by state legislation, such decision or legislation shall not
27 affect the validity of the remaining portions of this ordinance. The City Council of the City of
28 Petaluma hereby declares that it would have passed and adopted this ordinance and each
29 and all provisions thereof irrespective of the fact that any one or more of said provisions be
30 declared unconstitutional, unlawful or otherwise invalid.
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32 Section 4. This ordinance shall become effective thirty (30) days after the date of its
33 adoption by the Petaluma City Council.
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35 Section 5. The City Clerk is hereby directed to publish or post this ordinance or a synopsis
36 for the period and in the manner provided by the City Charter and any other applicable law.
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38 INTRODUCED and ORDERED posted/published this 5th day of March 2012.
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40 ADOPTED this 19th of March 2012, by the following vote:
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42 Ayes: Albertson; Barrett, Mayor Glass, Harris, Healy, Kearney, Vice Mayor Renee
43 Noes: None
44 Abstain: None
45 Absent: None
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Ordinance No. 2428 N.C.S. Page 2
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6 Da id Glass, Mayor
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10 ATTEST: APPROVED AS TO FORM:
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16 Claire Cooper, City Clerk Leslie Thomsen, Assistant City Attorney
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Ordinance No. 2428 N.C.S. Page 3
EXHIBIT A
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement ("First Amendment") is made
and entered into as of '� , 2012between DALE H. VESTERFELT and ALICE M.
VESTERFELT, Trustees of the 2000 Vesterfelt Family Trust dated November 1, 2000, as to an
undivided one-half interest; DIANNA MAE CORRALEJO, Trustee of the Dianna M. Corralejo
Trust dated August 1, 1995, as to an undivided one-half interest (collectively "Sellers") and the
CITY OF PETALUMA, a municipal corporation and charter city ("Purchaser"). Sellers and
Purchaser are sometimes referred to hereafter as a "Party" or the "Parties."
RECITALS:
A. Sellers and Purchaser entered into that certain Purchase and Sale Agreement
("Agreement") dated September 6, 2011, concerning the sale and purchase of real property
located at 431 Paula Lane in the unincorporated area of the County of Sonoma, at Petaluma
California, within the sphere of influence of the City of Petaluma, more particularly described as
Sonoma County Assessor's Parcel Nos. 019-080-009 (10.10 acres) and 019-080-010 (1 .12 acres),
and the improvements thereon consisting of two single family residences and outbuildings ("the
Property"). The Property consists of a total of 11.22 acres, more or less, as more particularly
Exhibit A to the Agreerirent.
B. Seller and Purchaser wish to amend the terms of the Agreement in the manner set
forth in this First Amendment.
ACCORDINGLY, for good and valuable consideration, receipt of which is hereby
acknowledged, Seller and Purchaser agree to amend the Agreement as follows:
1. Section 2(b) "Escrow," of the Agreement shall be amended to read in_ful l as
follows:
(b) Unless the Parties otherwise mutually agree in writing to an extension, the
escrow shall close ("Close of Escrow") on or before March 30, 2012. In the event
that the Parties are not then able to close escrow, the Sellers may, but need not, agree
to extend the date for Close of Escrow without additional consideration.
2. Section 4(e), "Sellers' Tenants," of the Agreement shall be amended to read in
full as follows:
(e) Upon Close of Escrow, Sellers shall relinquish and assign to Purchaser all
right and responsibilities with respect to tenancies and/or occupancies accepted by
Purchaser except as expressly provided herein. Sellers represent that the tenancy of
Stephen and/or Vincent Fontano, aka Steve Fontano and/or Vince Fontano, and all
others claiming under them ("Fontano Parties") has been terminated prior to the
execution.of this Amendment, and the Fontano Parties have vacated the Property.
Purchaser agrees that Seller shall retain all rights and obligations relating to the
tenancy of the Fontano Parties, including but not limited to receipt of past due rent, if
Ordinance No. 2428 N.C.S. Page 4
any, and that such rights and obligations shall not be assigned or relinquished to
Purchaser. Upon Close of Escrow, Purchaser may, at its election and without cost or
liability to Sellers, enter into a separate agreement with one or more of the tenants
and/or occupants then on the Property and otherwise act as the owner of the Property
affecting such occupants, tenants and/or tenancies, subject to applicable law.
3. Except as expressly amended herein, all provisions of the Agreement remain in
full force and effect.
• The Parties have executed this Amendment as of the date first written above.
SELLERS: 797, Z/ t/t ��
Alice M. Vesterfelt, Co-Trustee 1
Dated: /
v
Dale H. esterfelt, Co-Trustee
Co-Trustees, and any successor trustees, of the 2000 Vesterfelt
•
Family Trust
Dated: /21/`-77//
CQiyvi2�/ /i i
Dianna Mae Corralejo, Trustee
Trustee,and any successor trustee, of the Dianna M.
Corralejo Trust
Dated: / ' `4. —i /
PURCHASER: CITY OF PETALUMA
f
Print Name: John Brown
Title: City Manager
Dated: t-3•t2.
Ordinance No. 2428 N.C.S. Page5
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is entered into as of y
2011 between DALE 1-I. VESTERFELT and ALICE M. VESTERFELT, Trustees of the
2000 Vesterfelt Family Trust dated November 1 , 2000, as to an undivided one-half
interest; DIANNA MAE CORRALEJO, Trustee of the Dianna M. Corralejo Trust dated
August 1 , 1995, as to an undivided one-half interest (collectively "Sellers") and the CITY
OF PETALUMA, a municipal corporation and charter city ("Purchaser"). Sellers and
Purchaser are sometimes referred to hereafter as a "Party" or the "Parties." This
Agreement is entered into in consideration of each of the following Recitals:
RECITALS
A. Sellers are the owners of two parcels of real property located at 431 Paula Lane in
the unincorporated area of the County of Sonoma, at Petaluma California, within the
sphere of influence of the City of Petaluma, more particularly described as Sonoma
County Assessor's Parcel Nos. 019-080-009 (10.10 acres) and 019-080-010 (1 .12 acres),
and the improvements thereon consisting of two single family residences and outbuildings
("the Property"). The Property consists of a total of 1 1 .22 acres, more or less, as more
particularly described in the attached Exhibit A.
B. Purchaser is purchasing the Property to be developed as the Paula Lane Open Space
Preserve with public access amenities, educational opportunities and habitat restoration
and enhancement ("the Project").
C. Purchaser is negotiating with the Sonoma County Agricultural Preservation and
Open Space District ("District") to obtain grant funding necessary for Purchaser's
acquisition of the Property and implementation of the Project equal to or greater than One
Million Fifty Thousand Dollars ($1 ,050,000) ("Grant Funding"). It is anticipated that the
Grant Funding will be conditioned upon Purchaser's grant to the District of a conservation
easement over the Property and Purchaser's acquisition of fee title to the Property.
D. Sellers presently have two tenants on the Property, each on a month to month rental
agreement.
E. Purchaser desires to purchase and Sellers desire to sell the Property on the terms and
conditions in this Agreement, including but not limited to contingencies stated in Section 8
hereof
Ordinance No. 2428 N.C.S. Page 6
SELLERS AND PURCHASER THEREFORE AGREE AS FOLLOWS:
Section 1. Purchase and Sale.
For good and valuable consideration, the receipt and adequacy of which are
acknowledged, Sellers agree to sell and Purchaser agrees to purchase the Property,
contingent upon Purchaser's receipt of Grant Funding equal to or greater than One Million
Fifty Thousand Dollars ($1 ,050,000), execution of an operation and maintenance
agreement for the Project satisfactory to Purchaser between the Paula Lane Action
Network (PLAN) and Purchaser, execution of a grant administration agreement between
Purchaser, PLAN and District, and subject to the terms and conditions in this Purchase and
Sale Agreement (the "Agreement").
Section 2. Purchase Price
The total purchase price for the Property shall be the sum of One Million Fifty Thousand
($1,050,000) Dollars, payable in cash at Close of Escrow.
Section 3. Escrow.
(a) Escrow shall be opened to consummate the sale of the Property pursuant to this
Agreement at Old Republic Title Company, Att'n: Julie James, 201 First St., Petaluma,
CA 94952 ("Escrow Agent") within five (5) business days from Sellers' acceptance of this
Agreement. The Parties shall deliver signed escrow instructions to Escrow Agent within
thirty (30) calendar days of Sellers' acceptance. The escrow instructions shall not modify
or amend this Agreement; provided, however, that the Parties shall execute any additional
instructions requested by Escrow Agent in a manner consistent with the Agreement.
(b) Unless the Parties otherwise mutually agree in writing to an extension, the escrow
shall close ("Close of Escrow") on or before December 20, 2011. In the event that the
Parties are not then able to close escrow, the Seller may, but need not, agree to extend the
date for Close of Escrow without additional consideration.
Section 4. Sellers' Tenants
(a) Sellers represent that as of the date of this Agreement, the improvements on the
Property consist of two single family residences, which are not untenantable dwellings as
defined in Civil Code section 1941 and are presently occupied. Sellers shall assume the
responsibility for and pay and hold Purchaser free and harmless from any cost or expense
relating to the existence or removal of such tenants and any damage to the Property caused
by such tenants up to and including Close of Escrow. In the event that costs or expenses
related to the existence or removal of tenants and/or any damage to the Property caused by
Ordinance No. 2428 N.C.S. Page 7
such tenants exceeds $2,500,. Sellers shall have the right to decline to expend more than
$2,500 to remove tenants or correct said damage upon written notification to Purchaser.
If Sellers so notify Purchaser, Purchaser shall have the right to terminate this Agreement.
In the event of termination, both Purchaser and Sellers shall be relieved of all further
obligation and liability to each other under this Agreement, and execute instructions
necessary to the refund and/or return of all funds and documents deposited with Escrow
Agent, which finds and documents shall be promptly refunded or returned, as the case
may be, by Escrow Agent to the depositing Party. Upon and after Close of Escrow,
Purchaser shall assume the responsibility for and hold Seller free and harmless from any
cost or expense relating to the existence or removal of such tenants and any damage to the
Property caused by such tenants.
(b) Sellers represent that written agreements with regard to tenancy, or occupancy of the
Property exist with the following persons or entities:
Steve Fontano; Vince Fontano
Steve Pedersen
(c) Sellers represent that the following individuals presently reside on the Property
without a written agreement: Heidi Stevenson, Sadie and Huxley, wife and children of
Steve Pedersen.
NONE.
(c) Sellers further represent that no other individuals or entities than those disclosed
herein reside on and/or hold a tenancy interest in the Property.
(d) Within five (5) days of execution of this Agreement, Sellers shall provide to
Purchaser copies of each and every document, agreement and/or writing relating to any
occupant and/or tenant on the Property. Purchaser shall have ten (10) business days from
receipt of said documents to approve or disapprove said documents and/or any tenancy or
occupancy of the Property disclosed in this Section. If Purchaser does not provide written
approval of said documents and/or all tenancy or occupancy of the Property within ten (10)
business days of receipt of said documents, the written agreements and/or documents and
all tenancies or occupancies of the Property shall be deemed approved by Purchaser. In the
event of disapproval of any written agreement or document relating to tenancy or
occupancy and/or any tenancy or occupancy of the Property by Purchaser, Purchaser shall
have the right to:
Ordinance No. 2428 N.C.S. Page 8
(I) Waive in writing the disapproved document, agreement, tenancy and/or
occupancy and proceed with Close of Escrow, accepting said document, agreement,
occupancy or tenancy; or
(ii) Provide written notice to Sellers of Purchasers' intention to terminate this
Agreement. The Sellers shall have fourteen (14) business days from the date of
Purchasers' notice to modify or adjust agreements, documents, tenancies or occupancies
that are subject to Purchasers' disapproval and provide written evidence of same to
Purchaser. Purchaser shall have ten (10) business days from receipt of written evidence of
modified agreements, documents, tenancies or occupancies to accept or reject such
modified agreements, documents, tenancies or occupancies. Failure of Purchaser to
provide Sellers with a written waiver or acceptance of said modifications shall not be
construed as a waiver pursuant to subsection 4(d)(1), and shall terminate this Agreement.
In the event of termination of this Agreement, both Purchaser and Sellers shall be relieved
of all further obligation and liability to each other under this Agreement, and execute
instructions necessary to the refund and/or return of all funds and documents deposited
with Escrow Agent, which funds and documents shall be promptly refunded or returned, as
the case may be, by Escrow Agent to the depositing Party.
(e) Upon Close of Escrow, Sellers shall relinquish and assign to Purchaser all rights and
responsibilities with respect to tenancies and/or occupancies accepted by Purchaser. Upon
Close of Escrow, Purchaser may, at its election and without cost or liability to Sellers,
enter into a separate agreement with one or more of the tenants and/or occupants on the
Property and otherwise act as the owner of the Property affecting such occupants, tenants
and/or tenancies, subject to applicable law.
Section 5. Access and Inspection
(a) Access to the Property during the escrow period shall be provided to Purchaser, its
agents, employees, or contractors during normal business hours upon at least two (2)
business day's notice to Dale or Alice Vesterfelt, at Purchaser's own cost and risk, for
purposes of Purchaser's inspection, surveys and other activities in support of evaluation of
the Property and/or implementation of the Project, including but not limited to a Phase I
environmental assessment and any further environmental assessment deemed necessary in
Purchaser's discretion. To the extent inspection involves occupied structures, Purchasers
shall notify Dale or Alice Vesterfelt at least four (4) business days prior to the requested
inspection and Sellers shall notify tenants in writing or as provided in Civil Code section
1954(d)(2) of the date, approximate time and purpose of any such inspection no less than
twenty-four (24) hours prior to the conduct of the inspection. Purchaser shall indemnify
and defend Sellers against claims arising out of or related to Purchaser's entry onto the
Property or any activity thereon by Purchaser or its agents, employees or contractors,
including any waste caused thereby prior to the Close of Escrow unless such losses, costs,
Ordinance No. 2428 N.C.S. Page 9
damages, liabilities and expenses arise out of the gross negligence or willful acts of Sellers
or failure of Sellers to notify tenants as required. The provisions of this Section shall
survive the Close of Escrow.
(b) In addition to the provisions in Section 5(a), Purchaser and its agents, employees, or
contractors shall have the right, from the date of this Agreement until the Close of Escrow,
to contact any federal state, or local governmental authority or agency to investigate any
matters relating to the Property as part of such inspection and environmental
assessment(s). Sellers agree to cooperate reasonably with Purchaser and its agents,
employees or contractors in such contacts and the inspection of the Property and agree to
deliver to Purchaser any information in Sellers' possession or control pertaining to the
ownership and condition of the Property, including engineering and environmental reports,
studies, tests, monitoring results, and related documentation.
(c) In addition to the Provisions in Sections 5(a) and (b), Purchaser and its agents,
employees or contractors shall have the permission of Sellers to interact with fire
prevention mowing entities for the purposes of protection of wildlife habitat areas on the
Property during annual fire prevention mowing that shall occur in 2011 on the Property.
(d) Purchaser shall reject or accept all conditions disclosed by the inspections and
assessments provided for in this Section no later than forty-five (45) days from the date on
which Purchaser is notified by District that Grant Funding has been approved by District.
Should Purchaser reject any condition of the Property disclosed by its inspection and/or
assessments, Purchaser has the right to terminate this Agreement upon written notification
to Seller.
Section 6. Sellers' Cooperation with Funding Sources
Sellers shall cooperate with Purchaser and undertake such acts and execute such
documents as reasonably necessary to assist Purchaser in obtaining the Grant Funding
from District which is a condition precedent to Purchaser's performance under this
Agreement. Any such acts requested by Purchaser shall be at Purchaser's expense and at
no cost or liability to Sellers. Sellers shall execute the conservation easement only at close
of escrow.
Section 7. Title
(a) Immediately following the execution of this Agreement, Purchaser shall cause to be
prepared and issued to Purchaser (with a copy to Sellers) a CLTA Preliminary Title Report
for the Property, setting forth all liens, encumbrances, easements, restrictions, conditions,
pending litigation,judgments, administrative proceedings, and other matters affecting
Ordinance No. 2428 N.C.S. Page 10
Seller's title to the Property ("Preliminary Report"), together with copies of all documents
relating to title exceptions referred to in the Preliminary Report.
(b) Purchaser shall approve or disapprove all exceptions shown on the Preliminary
Report within ten (10) business days following receipt of the Preliminary Report.
Purchaser's failure to disapprove within the ten (10) business days shall be deemed an
approval of the Exceptions.
(c) If an exception is disapproved ("Disapproved Exception"), Seller shall, within thirty
(30) days following expiration of the ten (10) day period provided under Section 7(b)
above, use its best efforts to cause each Disapproved Exception to be discharged, satisfied,
released, or terminated, as the case may be, of record, in a form that is reasonably
satisfactory to Purchaser and Escrow Agent, all at Sellers' sole cost and expense. If Sellers
are unable or unwilling to obtain a discharge, satisfaction, release or termination within the
period specified above, or conclude that the cost of doing so is, in Sellers' sole discretion,
too high, Purchaser shall have the right to:
(i) Waive the Disapproved Exception and proceed with Close of Escrow,
accepting
Title to the Property subject to the Disapproved Exception; or,
(ii) Terminate this Agreement, in which event both Purchaser and Sellers shall be
relieved of all further obligation and liability to each other under this Agreement, and shall
execute instructions necessary to the refund and/or return of all finds and documents
deposited with Escrow Agent, which funds and documents shall be promptly refunded or
returned, as the case may be, by Escrow Agent to the depositing Patty.
Section 8. Conditions of Escrow
The Close of Escrow and the obligations of each Party pursuant to this Agreement are
conditioned on:
a. The understanding that "as is" means the Property is accepted by Purchaser in its
current condition with whatever physical defects may currently exist, whether known to
any Party or not. However, the Parties acknowledge that Civil Code sections 1102 et seq.
require that a Real Estate Transfer Disclosure Statement (TDS) as specified in Civil Code
section 1102.6 be completed by Sellers. Sellers and Purchaser agree that the time limit for
Purchaser to reject the TDS pursuant to Civil Code section 1102.3 shall be extended to ten
(10) business days from either first class mailing or hand delivery. Rejection of the TDS
shall terminate this Agreement. Failure to reject the TDS shall not waive or otherwise
affect any other inspection or acceptance rights of Purchaser pursuant to other provisions
of this Agreement. Sellers will truthfully and fully complete the TDS form and deliver it
Ordinance No. 2428 N.C.S. Page 11
to Buyer as soon as possible, but in no event more than 21 days from the date of execution
of this agreement.
b. Notification by Purchaser to Sellers in writing within forty-five (45) days of the
execution of this Agreement that Purchaser has received notification from the District that
the Grant Funding has been approved by District. If Purchaser fails to so notify Sellers
within forty-five (45) days of the execution of this Agreement, Sellers may, at Sellers'
exclusive option, terminate this Agreement by giving written notification of such
termination to Purchaser.
c. Purchaser's approval of all inspections and assessments conducted by Purchaser
pursuant to Section 5 above and removal in writing of this condition precedent no later
than forty-five (45) days from the date on which Purchaser is notified by District that the
Grant Funding has been approved by District.
d. Conveyance to Purchaser of title to the Property, as evidenced by a standard form
California Land Title Association (CLTA) title insurance policy, issued by Title Company
in the full amount of the purchase price, subject only to the exceptions to title approved by
Purchaser pursuant to Section 7(b) and 7(c), above.
e. In addition to Purchaser's approval or disapproval of title exceptions, as set forth
herein, Purchaser's determination that there have not been, prior to close of escrow, any
liens or encumbrances of any kind placed on the Property by any third party not within
Purchaser's control which are not acceptable to Purchaser.
f. Purchaser's receipt of the Grant Funding and approval of necessary grant agreements
by resolution of the City Council of the City of Petaluma and by District.
g. City Council approval by resolution of an operation and maintenance agreement for
the Project between Purchaser and the Paula Lane Action Network (PLAN) no later than
sixty (60) days from the date on which Purchaser is notified by District that the Grant
Funding has been approved by District.
h. City Council approval by resolution of a written grant administration agreement
between Purchaser, the District and PLAN no later than sixty (60) days from the date on
which Purchaser is notified by District that the Grant Funding has been approved by
District.
City Council Approval of this Agreement by ordinance no later than sixty (60) days
from the date on which Purchaser is notified by District that the Grant Funding has been
approved by District.
Ordinance No. 2428 N.C.S. Page 12
Section 9. Prorations
Title Company shall prorate the following costs at the Close of Escrow:
(a) Sellers shall pay:
(i) Documentary transfer tax due upon transfer of the Property.
(b) Purchaser shall pay:
(i) The recording charges in connection with recordation of the Deed;
(ii) All charges in connection with issuance of a CLTA Standard Policy of Title
Insurance in the amount of the total Purchase Price;
(iii) The escrow fee charged by Escrow Agent.
(c) Property taxes shall be prorated at Close of Escrow based on the most current
property tax bill available, but proration shall include any additional property taxes that
may be assessed up to but not longer than one year after Close of Escrow which relate to a
period prior to Close of Escrow, regardless of when notice of those taxes is received or
who receives the notice.
(d) Sellers represent and warrant that as of execution of this Agreement by Sellers there
are, to their knowledge, no bonds or assessments that constitute a lien upon the Property
other than as disclosed in the Preliminary Title Search and any Residential Property
Disclosure Reports in regard to the Property. In the event that there are any bonds or
assessments imposed as a lien upon the Property other than as disclosed in the Preliminary
Title Search and any Residential Property Disclosure Reports in regard to the Property,
unless the pro-rated portion is hilly paid by Sellers, Purchaser may, at its discretion, close
escrow and take title subject to such bonds or assessments, or elect not to close escrow and
terminate this Agreement.
Section 10. Possession
Possession of the Property shall be delivered to Purchaser at Close ofEscrow.
Section 11. Real Estate Representation and Commission
Sellers are exclusively represented by Listing Agent Vomie Irish. Seller's obligation to
pay any real estate commission is governed by Seller's separate agreement with Listing
Agent and/or Listing Agent's broker and is the sole responsibility of Seller. Seller agrees
that its obligation to pay a Listing Agent and/or broker commission shall be satisfied solely
by Seller as part of Close of Escrow.
Ordinance No. 2428 N.C.S. Page 13
Section 12. Disclaimer of Representations and Warranties by Sellers
(a) There are no representations, agreements, arrangements, or circumstances, oral or
written, between the parties relating to the subject matter contained in this Agreement that
are not fully expressed in the Agreement, and Sellers have not made and do not make any
representation or warranty concerning any matter or thing affecting or relating to the
Property not expressed in this Agreement.
(b) Purchaser warrants that Purchaser is familiar and experienced with ownership of
real property for public purposes. Purchaser's rights to examine the Property, its physical
condition, and approve or accept the Property in an "as is" condition are subject to the
conditions and provisions set forth in this Agreement.
(c) Purchaser has conducted or will conduct an independent investigation with respect
to zoning and subdivision laws, ordinances, resolutions, and regulations of all
governmental authorities having jurisdiction over the Property, and the use and
preservation of the Property, and Sellers have not made representations to Purchaser on
any of these matters.
Section 13. Sellers' Covenants
Commencing with the full execution of this Agreement by both parties and until the Close •
of Escrow:
(a) Sellers shall not permit any liens, encumbrances, or easements to be placed on the
Property, other than the approved exceptions, nor shall Seller enter into any agreement
regarding the sale, rental, occupancy, management, repair, improvement, or any other
matter affecting the Property that would be binding.on Purchaser or the Property after the
Close of Escrow without the prior written consent of Purchaser.
(b) Sellers shall not permit any act of waste or act that would tend to diminish the value
of the Property for any reason, except that caused by ordinary wear and tear.
Section 14. Sellers' Representations and Warranties
To the best of the Sellers' knowledge, Sellers represent and warrant to Purchaser that, as of
the date of this Agreement, and as of the date of Close of Escrow:
(a) Except for the tenants and/or occupants described in Recital E and Section 4 above,
no leases, licenses, or other agreements allowing any third party right to use the Property
are or will be in force.
Ordinance No. 2428 N.C.S. Page 14
(b) There is no pending or threatened litigation, administrative proceeding, or other
legal or governmental action with respect to the Property. Sellers reserve their rights to
evict any tenant or occupant of the Property and/or collect all obligations due from said
tenant(s) or occupants prior to close of escrow.
Section 15. Authority of the Parties
(a) Sellers warrant that this Agreement and all other documents delivered prior to or at
the Close of Escrow:
(i) Have been authorized, executed, and delivered by Sellers;
(ii) Are binding obligations of Sellers; and
(iii) Do not violate the provisions of any agreement prior in time to which Sellers
are a party or which affects the Property, nor violate the provisions of the 2000 Vesterfelt
Family Trust (with Dale H. Vesterfelt and Alice M. Vesterfelt Trustees) or the Dianna M.
Corralejo Trust (with Dianna Mae.Corralejo as Trustee), subject, however, to applicable
bankruptcy, insolvency, and other similar laws affecting the enforcement of creditors'
rights and to principles of equitable remedies.
(b) Purchaser warrants that this Agreement and all other documents delivered prior to or
on the Close of Escrow
(i) Have been authorized, executed, and delivered by Purchaser;
(ii) Are binding obligations of Purchaser; and
(iii) Do not violate the provisions of any agreement prior in time to which
Purchaser is a party subject; however, to applicable bankruptcy, insolvency, and other
similar laws for enforcement of creditors' rights and to principles of equitable remedies.
Section 16. Notices
All notices to be given under this Agreement shall be in writing and either:
(a) Sent by certified mail, return receipt requested, in which case notice shall be deemed
delivered three (3) business days after deposit, postage prepaid in the United States Mail,
(b) Sent by a nationally recognized overnight courier, in which case notice shall be
deemed delivered one (1) business day after deposit with this courier, or
Ordinance No. 2428 N.C.S. Page 15
(c) By facsimile, email or similar means, if a copy of the notice is also sent by United
States Certified Mail, in which case notice shall be deemed delivered on transmittal by
facsimile, email or other similar means provided that a transmission report is generated by
reflecting the accurate transmission of the notices, as follows:
PURCHASER:
City of Petaluma
City Manager
I1 English.Street
Petaluma, CA 94952
Telephone: (707) 778-4360
Facsimile: (707) 778-4554
WITH COPY TO:
Leslie A. Thomsen
Meyers Nave
401 Mendocino Avenue, Suite 100
Santa Rosa, CA 95401
Facsimile: 707 545.6617
lthomsen @meyersnave.com
SELLERS:
Dale H. and Alice M. Vesterfelt as Co-Trustees of the 2000 Vesterfelt Family Trust
14654 Acacia Street
San Leandro, CA 94579-1250
and
Dianna Mae Corralejo as Trustee of the Dianna M. Con-alejo Trust
14642 Acacia Street
San Leandro, CA 94579-1250
WITH COPY TO:
George Martinez, Esq.
Law Offices of George Martinez
#10 Deer Island Lane
Novato, CA 94945
These addresses may be changed by written notice to the other Party, provided that the
notice of a change of address shall not be effective until actual receipt by the Parties of the
Ordinance No. 2428 N.C.S. Page 16
notice. Copies of notices are for informational purposes only, and a failure to give or
receive copies of any notice shall not be deemed a failure to give notice.
Section 17. Attorney Fees
If either Party commences an action against the other to interpret or enforce this
Agreement, or because of the breach by either Party of this Agreement, the prevailing
Party in this action whether or not brought to trial or final judgment, shall be entitled to
recover reasonable attorney fees and costs incurred in connection with the prosecution or
defense of this action, including any appeal of the action, in addition to all other relief.
Prevailing Party within the meaning of this Section shall include, without limitation, a
Party who successfully brings an action against the other Party for sums allegedly due or
performance of covenants allegedly breached, or that Party who obtains substantially the
relief sought in the action.
Section 18. Entire Agreement
This Agreement, including the exhibits attached hereto and incorporated herein, constitutes
the entire agreement between the Parties with respect to the Property, and supersedes an
prior agreements or understandings, negotiations or discussions, oral or written, between
the Parties in this regard. This Agreement shall not be modified in any manner except by
an instrument in writing executed by the Parties or their respective successors in interest.
Section 19. Severability
If any term or provision of this Agreement shall, to any extent, be held invalid or
unenforceable,
the remainder of this Agreement shall not be affected.
Section 20. Waivers
A waiver or breach of covenant or provision in this Agreement shall not be deemed a
waiver of
any other covenant or provision in this Agreement, and no waiver shall be valid unless in
writing and executed by the waiving Party. An extension of time for perfot mance of any
obligation or act shall not be deemed an extension of the time for performance of any other
obligation or act.
Section 21. Construction
The section headings and captions of this Agreement are, and the arrangement of this
Ordinance No. 2428 N.C.S. Page 17
instrument is, for the sole convenience of the Parties to this Agreement. The section
headings, captions, and arrangement of this instrument do not in any way affect, limit,
amplify, or modify the terms and provisions of this Agreement. The singular form shall
include plural, and vice versa. Notwithstanding Civil Code Section 1654 this Agreement
shall not be construed as if it had been prepared by one of the Parties, but rather as if both
Parties have prepared it. Unless otherwise indicated, all references to sections are to this
Agreement. All exhibits referred to in this Agreement are attached to it and incorporated
in it by this reference.
Section 22. Merger
All of the terms, provisions, representations, warranties, and covenants of the Parties
pursuant to this Agreement shall survive the Close of Escrow and shall not be merged
in the Deed or other documents.
Section 23. Counterparts
This Agreement may be executed in one or more counterparts, duplicate copies or
facsimile copies. Each shall be deemed an original and all taken together shall constitute
one and the same instrument. The execution of this Agreement is deemed to have
occurred, and this Agreement shall be, enforceable and effective only on the complete
execution of this Agreement by the Parties.
Section 24. Time of the Essence
Time is of the essence in this Agreement.
Section 25. Successors
This Agreement shall inure to the benefit of and shall be binding upon the Parties to this
Agreement and their respective heirs, personal representatives, successors, and assigns.
Section 26. Governing Law
This Agreement shall be governed and construed in accordance with California law.
Venue for any action relating to this Agreement shall be in Sonoma County, California.
Section 27. Tax Deferred Exchange
In the event that Sellers wish to enter into a tax deferred exchange or tax deferred transfer
of the property, Purchaser agrees to reasonably cooperate with Sellers in connection with
Ordinance No. 2428 N.C.S. Page 18
such exchange or transfer and execute such documents as may reasonably be necessary to
complete the exchange provided, however, that:
(a) The exchange or transfer will not cause a delay to the close of escrow;
(b) All additional costs in connection with the tax deferred exchange or the tax deferred
transfer will be borne by the Sellers requesting the exchange or transfer;
(c) Purchaser will not be obligated to execute any note, contract, deed or other
document which would create a liability to Purchaser. Sellers shall assume the
responsibility for, pay, indemnify and hold Purchaser free and harmless from any damage,
loss or liability which is asserted or claimed against it on account of the Sellers' tax
deferred exchange or tax deferred transfer.
The Parties have executed this Agreement as of the date first written above.
SELLERS: 7/19,
Alice M. Vesterfelt, Co-Trustee
Dated:
u (
Dale H. Vesterfelt, Co-Trustee
Co-Trustees, and any successor trustees, of the 2000 Vesterfelt
Family Trust
Dated: l l
Diana Mae Corralejo, Trustee C1 J
Trustee, and any successor trustee, of the Dianna M. Corralejo
/ '
Trust
�
Dated: //
PURCHASER: CITY OF PETALUMA
Ordinance No. 2428 N.C.S. Page 19
J
By:
Print Name: John Brown
Title: City Manager
Dated:
ATTEST:
City Clerk 'J
APPROVED AS TO FORM:
City Attorney
APPROVED:
Depai i°itDirector
APPROVED:
k//k
Risk Manager
APPROVED
e Director ---
Ordinance No. 2428 N.C.S. Page 20
EXHIBIT A
TO
PURCHASE AND SALE AGREEMENT
Legal Description
The land referred to herein is situated in the State of California, County of Sonoma,
UNINCORPORATED AREA, as described as follows:
BEGINNING AT THE SOUTHEASTERLY CORNER OF THE PAULA TRACT, SAID POINT OF
BEGINNING BEING IN THE MIDDLE OF THE PAULA LANE SO-CALLED; THENCE ALONG
THE MIDDLE OF SAID LANE, THE EASTERLY BOUNDARY OF SAID TRACT_NORTH 13
3/4 DEGREES EAST, 8.93 CHAINS TO THE MIDDLE OF A LANE; THENCE LEAVING THE
FIRST, AND ALONG THE MIDDLE OF THE LAST MENTIONED LANE, NORTH 75° 08'
WEST, 12.58 CHAINS; THENCE LEAVING SAID LANE, SOUTH 15° 20' WEST, 8.75
CHAINS TO THE SOUTHERLY BOUNDARY OF THE AFORESAID PAULA TRACT; AND
THENCE ALONG SAID BOUNDARY, SOUTH 74° 15' EAST, 12.82 CHAINS TO THE
PLACE OF BEGINNING.
SAVING AND EXCEPTING THEREFROM: THAT CERTAIN FORTY FOOT STRIP OR LAND
DESCRIBED IN THE DEED FROM JOHN PAULI AND MARY PAULI, HIS WIFE, TO ELLEN
LOUISE FERGUSSON, DATED OCTOBER 19, 1895, AND RECORDED OCTOBER 26, 1895
IN TIBER 162 OF DEEDS, PAGE 352, SONOMA COUNTY RECORDS.
ALSO EXCEPTING THEREFROM ALL THAT PORTION LYING SOUTHERLY OF THE
NORTHERLY LINE OF THE MAP OF FULTON TRACT FILED MARCH 11, 1893 IN BOOK
10 OF MAPS, PAGE 1, IN THE SONOMA COUNTY RECORDERS OFFICE.
APN: 019-080-009 & 010
END OF DOCUMENT
1694750.]0
Ordinance No. 2428 N.C.S. Page 21