Loading...
HomeMy WebLinkAboutCC RESO 15,736RESOLUTION NO. 15736 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO ENTER INTO A CONTRACT OF SALE WITH PYREDUCT FOR THE PURCHASE OF PROPERTY AT 2020 HOOVER AVENUE BE IT RESOLVED by the City Council of the City of National City that the Mayor is hereby authorized to enter into a contract of sale with Pyreduct for the purchase of property at 2020 Hoover Avenue, National City. A copy of said contract is attached hereto as Exhibit "A" and incorporated herein by reference. PASSED and ADOPTED this 13th day of September, 1988. George H. Waters, Mayor ATTEST: Ion Campbell, Ci Clerk APPROVED AS TO FORM: Gedrge H. Eiser, III City Attorney CONTRACT OF SALE CONTRACT OF SALE entered into PYREDUCT, a California corporation "Seller") and the City of National (hereafter referred to as "Buyer"). Seller agrees to sell and convey, and Buyer agrees to purchase, the real property situated in the City of National City, County of San Diego, State of California (hereafter referred to as "the Property"), and more particularly described in Exhibit "A", which is attached to this Contract and hereby incorporated by reference, on the following terms and conditions: / 3 to 1 9M , by and between (hereafter referred to as City, a municipal corporation, ARTICLE 1. PURCHASE PRICE Section 1.01. Amount and Terms of Payment. The total purchase price of the Property is $875,000.00, which shall be paid into escrow by Buyer prior to the close of escrow. ARTICLE 2. ESCROW Section 2.01. Opening of Escrow. An escrow shall be opened to consummate the sale of the Property according to the terms of this Contract at the office of an escrow holder to be selected by buyer. The escrow shall be opened within 7 days after the execution of this Contract. Written escrow instructions in accordance with the terms of this Contract shall be prepared jointly, and the instructions shall be signed by the parties and delivered to the escrow holder within 14 days of the execution of this Contract. Buyer and Seller shall also deposit with the escrow holder all instruments, documents, and other items (i) identified in the escrow instructions or (ii) reasonably required by the escrow holder to close the sale on the closing date specified below. Section 2.02. Closing Date. The escrow shall be closed on the date the deed is recorded. Section 2.03. Prorations. The following shall be prorated between Seller and Buyer on the basis of a 30-day month as of the date on which escrow closes: property taxes and special assessments. Section 2.04. Vesting of Title. Title shall vest in "City of National City, a municipal corporation." ARTICLE 3. ADDITIONAL TERMS AND CONDITIONS Section 3.01. Miscellaneous Conditions. The close of escrow opened pursuant to Section 2.01, and Buyer's obligation to purchase the property pursuant to this Contract, are subject to the satisfaction of the following conditions by Seller, which are solely for Buyer's benefit unless otherwise indicated: (a) Marketable Title. The conveyance to Buyer of good and marketable title to the Property, as evidenced by a California Land Title Association standard coverage title insurance policy issued by a title company selected by Buyer, in the full amount of the purchase price insuring that title to the Property is vested in Buyer free and clear of all title defects, liens, encumbrances, conditions, covenants, restrictions, and other adverse interests of record or known to Seller, subject only to those exceptions approved by Buyer in writing and the following: a lien for current real property taxes, and any exceptions approved in writing by Buyer. (b) Delivery of Possession. The delivery of possession of the Property to Buyer immediately on the close of escrow free and clear of all uses and occupancies except those approved in writing by Buyer. (c) Removal of Underground Fuel Tank. Removal of the unused underground fuel tank located at the southeast portion of the property, and providing Buyer with a certification from the Hazardous Materials Management Division of the San Diego County Department of Health Services that the site is free of contamination as per State law. (d) Removal of Trucks, Scrap Metal and Equipment. Removal of all trucks, scrap metal, and equipment from the site, with the exception of the 12,000 gallon fuel tank, diesel dispenser, and compressor now located on the property. Section 3.02. Failure of Condition and Seller's Breach of Warranty. If any of the conditions set forth in this Contract fails to occur, or if Buyer notifies Seller in writing prior to the close of escrow of Seller's breach of any of Seller's warranties set forth in this Contract, then Buyer may cancel the escrow and terminate this Contract, and recover the amounts paid by Buyer to the escrow holder toward the purchase price of the Property. Buyer shall exercise this power to terminate by providing written notice to Seller and the escrow holder within 10 days of the failure or breach. The exercise of this power shall not waive any other rights Buyer may have against Seller for breach of this Contract. Seller shall instruct the escrow - 2 holder, in the escrow instructions delivered pursuant to Section 2.01, to refund to Buyer all money and instruments deposited in escrow by Buyer pursuant to this contract upon failure of a condition or conditions or breach of a warranty or warranties and receipt of a termination notice. This instruction shall be irrevocable. ARTICLE 4. RIGHTS AND WARRANTIES Section 4.01. Right of Buyer to Enter Property. Seller grants to Buyer, or Buyer's agents, the right, at any time after the opening of the escrow for this transaction, to enter onto the property to conduct tests or investigations, provided that: (a) The acts shall be conducted at the sole cost and expense of Buyer; (b) The acts do not unreasonably interfere with Seller's possession; (c) Buyer shall indemnify and hold Seller harmless from any costs or liability resulting from the acts, and, if the escrow is canceled for a reason that is not the fault of Seller, for any damage to the Property resulting from the acts; and (d) Buyer shall give Seller written notice of the intention to enter 24 hours prior to the date of the planned entry. Section 4.02. Warranties of Seller. Seller warrants that: (a) Seller owns the Property free and clear of all liens, licenses, claims, encumbrances, easements, encroachments on the Property from adjacent properties, encroachments by improvements on the Property onto adjacent properties, and rights of way of any nature not disclosed by the public record. (b) Seller has no knowledge of any pending litigation involving the Property. (c) Seller has no knowledge of any violations of, or notices concerning defects or noncompliance with, any applicable building code or other code, statute, regulation, ordinance, judicial order, or judicial holding pertaining to the Property. (d) Seller is not in default under any contract, note, or encumbrance relating to the Property. (e) The Property and the improvements on the property are in good condition, reasonable wear and tear excepted, and Seller has no knowledge of any material defects in the Property. - 3 Section 4.03. Survival of Warranties. All warranties, covenants, and other obligations described in this Article and elsewhere in this Contract shall survive delivery of the deed. ARTICLE 5. MISCELLANEOUS PROVISIONS Section 5.01. Loss, Destruction, and Condemnation. The parties agree that the following provisions shall govern the risk of loss: (a) If, before Seller transfers legal title or possession of the Property to Buyer, all or a material part of the Property is destroyed without fault of Buyer, Buyer shall be entitled to recover any portion of the price Buyer has paid, and Seller shall not have the right to enforce this Contract. For these purposes, "material part of the Property" means an improvement or improvements on the Property that would cost $150,000.00 or more to replace or to restore to their condition as of the date of execution of this Contract. (b) If after Seller transfers legal title or possession of the Property to Buyer, all or any part of the Property is destroyed without fault of Seller, or is taken by eminent domain by any governmental entity, Buyer is not relieved from Buyer's obligation under this Contract to pay the full price for the Property, nor is Buyer entitled to recover any portion of the price Buyer has paid. Section 5.02. Insurance. Seller shall cancel all policies of insurance on the Property as of the close of escrow. Buyer shall be responsible for obtaining insurance on the Property as of the close of escrow. Section 5.03. Time of Essence. Time is of the essence in this Contract. Section 5.04. Notices. Any notice, tender, delivery, or other communication pursuant to this Contract shall be in writing and shall be deemed to be properly given if delivered, mailed, or sent by wire or other telegraphic communication in the manner provided in this Section, to the following persons: Bob Arthur Pyreduct National City Transit 1765 Union Street 2100 Hoover Avenue San Diego, CA 92101 Post Office Box U National City, CA 92050-0146 Either party may change that party's address for these purposes by giving written notice of the change to the other party in the manner provided in this section. - 4 If sent by mail, any notice, delivery, or other communication shall be effective or deemed to have been given 5 calendar days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by wire or other form of telegraphic communication, any notice, delivery, or other communication shall be effective or deemed to have been given 24 hours after it has been deposited with Western Union, or other carrier, prepaid and addressed as set forth above. Section 5.05. Entire Agreement. This Contract and the attached Exhibits constitute the entire agreement between the parties relating to the sale of the Property. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Contract are of no force and effect. Any amendment to this Contract shall be of no force and effect unless it is in writing and signed by Buyer and Seller. Section 5.06. Attorneys' Fees. If any action, proceeding, or arbitration arising out of or relating to this Contract is commenced by either party to this Contract or by the Escrow holder, then as between Buyer and Seller, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs, and expenses incurred in the action or proceeding by the prevailing party. Section 5.07. Binding Effect. This Contract shall be binding on and inure to the benefit of the parties to this Contract and their heirs, personal representatives, successors, and assigns, except as otherwise provided in this Contract. Section 5.08. Headings. The headings of the articles and sections of this Contract are inserted for convenience only. They do not constitute part of this Contract and shall not be used in its construction. Section 5.09. Waiver. The waiver by any party to this Contract of a breach of any provision of this Contract shall not be deemed a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Contract. Section 5.10. Eminent Domain. The property which is the subject of this agreement is being acquired under threat of taking by eminent domain. - 5 Dated this 13'+ti day of SQT, 1988. PYREDUCT, a California Corporation CITY OF NATIONAL CITY J. 13/ovr 'rc5' ei George N ` .+ Waters, Mayor By Soh M r✓ l3Jou.rn 3ecrerq2e APPROVED AS TO FORM: 111A- George H. Eiser, III City Attorney - 6 81348-5 SCHEDULE A (CONTINUED) The land referred to herein is situated in the State of :alifornia, County of San Diego and is described as follows: PARCEL 1: BLOCK 84 AND THAT PORTION OF BLOCK 85 IN NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON OCTOBER 2, 1882, TOGETHER WITH PORTIONS OF 20TH STREET, LYING BETWEEN SAID BLOCKS 84 AND 85 AND OF COOLIDGE AVENUE ADJOINING SAID BLOCKS ON THE SOUTHWEST AS SAID STREET AND AVENUE ARE CLOSED AND VACATED TO PUBLIC USE, ALL LYING NORTHWESTERLY OF A LINE DRAWN PARALLEL WITH AND 130 FEET NORTHWESTERLY OF THE CENTER LINE OF 21ST STREET ADJOINING SAID BLOCK 85 ON THE SOUTHEAST. EXCEPTING THEREFROM THE ABOVE DESCRIBED PARCEL OF LAND, ALL THAT PORTION LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF BLOCK 151 OF SAID MAP 348, DISTANT THEREON 200 FEET NORTHEASTERLY FROM THE MOST WESTERLY CORNER OF LOT 1 IN SAID BLOCK 151; THENCE NORTHERLY IN .A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 1 IN BLOCK 45 OF SAID MAP 348. ALSO EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND, ALL THAT PORTION LYING SOUTHERLY OF A LINE PARALLEL WITH THE SOUTHERLY LINE OF SAID PARCEL AND 214.00 FEET NORTHERLY OF SAID SOUTHERLY LINE AS MEASURED ALONG THE EASTERLY LINE OF SAID PARCEL. PARCEL 2: BLOCK 85 IN NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 348, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON OCTOBER 2, 1882, TOGETHER WITH PORTIONS OF 20TH STREET LYING NORTHWESTERLY OF SAID BLOCK 85 AND OF COLLIDGE AVENUE ADJOINING SAID BLOCK ON THE SOUTHWEST 'AS SAID STREET AND AVENUE ARE CLOSED AND VACATED TO PUBLIC USE, ALL LYING NORTHWESTERLY OF A LINE DRAWN PARALLEL WITH AND 130.00 FEET NORTHWESTERLY OF THE CENTERLINE OF 21ST STREET ADJOINING SAID BLOCK 85 ON THE SOUTHEAST. EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND, ALL THAT -1- STEWAI2'I1 TITLE GUARANTY COMPANY EX HIBIT "AU 81348-5 PORTION LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF BLOCK 151 OF SAID MAP 348, DISTANT THEREON 200 FEET NORTHEASTERLY FROM THE MOST WESTERLY CORNER OF LOT 1 IN SAID BLOCK 151; THENCE NORTHERLY IN A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 1 IN BLOCK 45 OF SAID MAP 348. ALSO EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND, ALL THAT PORTION LYING NORTHERLY OF A LINE PARALLEL WITH AND SOUTHERLY LINE OF SAID PARCEL AND 214.00 FEET NORTHERLY OF SAID SOUTHERLY LINE AS MEASURED ALONG THE EASTERLY LINE OF SAID PARCEL. -2- STEWVAI2T TITLE GUARANTY COMPANY