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HomeMy WebLinkAbout2000 CON CDC Wenig - Acquisition 921 National City Blvd.'ESCROW NO.: 203048305 PARCEL NO.: 556-471-03 PROJECT National City Downtown Acquisitions TffLE REPORT NO.: 203048305 - U16, Chicago Title Company NAME: Jacob Wenig and Herbert Wenig. Trustees AGREEMENT FOR ACQUISITION OF REAL PROPERTY (ESCROW INSTRUCTIONS) THIS AGREEMENT is entered into this 1-4 day of 11-1 G" 2000, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY F NATIONAL CITY, a public body, corporate and politic (hereinafter called "Buyer"), and Herbert Wenig and Pamela R. Wenig, Co -Trustees of the Ilerbert Wenig Trust dated April 15, 1998, (herein after called "Seller") for acquisition by Buyer of certain real property as hereinafter set forth. IT IS IIEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS: I. AGREEMENT TO SELL AND PURCHASE. Buyer is a public entity with the ability to condemn and acquire property for redevelopment purposes. Buyer has determined that it is in its best interest to acquire the Property (hereinafter defined), and has threatened Seller that it will use its powers of condemnation in the event that Seller fails to sell the Property to Buyer. Thus, but for the threat of condemnation, Seller would not sell the Property to Buyer. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement, all that certain real property (hereinafter called "Property") situated in the City of National City. County of San Diego, State of California. and legally described as follows: AS PER LEGAL DESCRIPTION ATTACIIED I IERETO AS EXHIBIT "A" AND BY THIS REFERENCE MADE A PAR f HERETO. Commonly known and numbered as 921 National City Boulevard, National City, California PURCI IASE PRICE. The total price, payable in cash through escrow, shall be the sum of THREE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 CENTS ( S350.000.00). 3. CONVEYANCE OF TITLE. Seller agrees to convey by Grant Deed to Buyer marketable fee simple title to the Property free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases and taxes, EXCEPT: A. Property Taxes, including general and special taxes, personal property taxes, if any, and assessments collected with taxes, to be levied for the fiscal year 2000/2001, a lien not yet due or payable. B. Supplemental or escaped assessments of property taxes, if any, assessed pursuant to the Revenue and Taxation Code of the State of California. C. Quasi -public utility, public alley, public street easements and rights of way of record. D. Item;s 3 AND 5 of the above listed Title Report, dated May 9, 2000 issued by Chicago Title Company. Page I �. TITLE INSURANCE POLICY. Escrow Agent shalt, followingrecordingofdeedto Buyer, provide Buyerwith a CLTA Standard Coverage Policy of Title Insurance in the amount of S350.000.00 issued by Chicago Title Company showing title to the Property vested in Buyer. subject only to the exceptions set forth in Paragraph No. 3 and the printed exceptions and stipulations in said policy c,.nhr ,`try rn pay,t,a premium charged therefonH 5. ESCROW. Buyer agrees to open an escrow in accordance with this Agreement at Chicago Title Company, 925 "B" Street, San Diego, California 92101. Telephone (619)544-6295. This Agreement constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. Fhe parties hereto agree to do all acts necessary to close this escrow in the shortest possible time. Seller has executed and deposited into escrow a deed for the benefit of Buyer, concurrently with this Agreement. As soon as possible after opening of escrow, Buyer will deposit the executed deed, with Certificate of Acceptance attached, with Escrow Agent on Seller's behalf. Buyer agrees to deposit the purchase price upon demand of Escrow Agent. Buyer and Seller agree to deposit with Escrow Agent any additional instruments as may be necessary to complete this transaction. Insurance policies for fire or casualty are not to be transferred, and Seller will cancel his own policies after close of escrow. Should the improvements suffer any damage or loss from any cause whatsoever prior to the close of escrow or the delivery of possession to Buyer, then Buyer may. at its option, cancel this escrow unless Buyer and Seller can mutually agree to an adjustment of the sales price. All funds received in this escrow shall be deposited with otherescrow funds in a general escrow trustaccount(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account. ESCROW AGENT IS AU 1HORIZED AND INSTRUCTED TO COMPLY WITH THE FOLLOWING TAX ADJUSTMENT PROCEDURE. A. Pay and charge Seller for arty unpaid delinquent tares and/or penalties and interest thereon. and for any delinquent or non -delinquent assessments or bonds against the Property; B. Any Supplemental Taxes levied on the property prior to and including up to date of closing of this escrow shall be the obligation of Seller to pay, outside of escrow. upon receipt of such statement, if any, from County Assessor's Office after close of escrow. C. Escrow is not to be concemed with pro -ration of Seller's taxes for the current fiscal year if this escrow closes between July 1 and November 1 unless current tax information is available from title insurer between October I and November I. In the event said tax information is available, Seller's taxes shall be pro -rated in accordance with Paragraph "D" below. From July I and the ensuring period, when tax information is NOT available, referred to above, Seller's pro-rata portion of tares due to close of escrow, shall be cleared and paid by Seller, outside of escrow. pursuant to provisions of Section 5082 through 5090 of the Revenue and Taxation Code of the State of California. D. From the date that tax information is available, as per Paragraph "C" above, up to and including June 30ih, Seller's current taxes. if unpaid, shall be pro -rated to date of close of escrow on the basis of a 365-day year in accordance with Tax Collector's pro -ration requirements, together with penalties and interest if said current taxes are unpaid after December 10 and/or April 10. At close of escrow, a check payable to the County Tax Collector for Seller's pro-rata portion of taxes shall be forwarded to Buyer with closing statement. Page 2 E. Any taxes which have been paid by Seller, prior to opening of this escrow, to apply to the County Tax Collector of said County for refund of such taxes which may be due Seller for the period after Buyer's acquisition pursuant to Revenue and Taxation Code Section 5096.7. ESCROW AGENT IS AUTHORIZED TO AND SHALL F. Pay anv amount necessary to place title in the condition necessary to satisfy Paragraph 3 of this Agreement and charge Seller's approval. G. Pay any escrow fees. charges and costs payable under Paragraph 6 of this Agreement and charge Buyer u.%, H. Disburse funds and deliver deed when conditions of this escrow have been fulfilled by Buyer and Seller. The term "close of escrow", if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of said policy of title insurance. All time limits within which any matter herein specified is to be perforrned may be extended by mutual agreement of the parties hereto. Any amendment of. or supplement to, any instructions must be in writing. TIME IS THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE. BUT IN NO EVENT LATER THAN JULY 31. 2000. 6. ESCROW FEES, CHARGES AND COSTS. Buyer and Seller agree that Escrow holder shall assess to each party and adjust for each party such closing costs, charges, adjustments, pro -rations and credits as specified in this Agreement, and that the Escrow holder may charge its customary escrow fees charging ��/•ate-ewa-halk-to the Buyer (including, but not limited to, fee for preparing and recording documents, and applicable title company charges necessary to complete these transactions). 7. RENTALS. All rents up the close of escrow shall be the sole property of seller. Seller hereby agrees not to re - rent any unit on the premises which are now vacant, or which may be vacated by the present occupants prior to close of escrow. Seller warrants that it has not entered into any oral or written leases on all or any portion of Property exceeding a period of one month, and Seller further agrees to hold Buyer harmless and reimburse Buyer for any and all of its losses and expenses occasioned by reason of any lease of said Property held by any tenant of Seller. 8. LESSEE'S/TENANT'S INTEREST IN REAL PROPERTY, It is understood and agreed by Seller that closing of this escrow is subject to and contingent upon deposit into escrow, or notification to Escrow holder by Buyer, of receipt of a fully executed No Demand and Quitclaim Deed from all lessees and tenants, if any, quitclaiming all rights, title and interest said Lessee(s)/T'enant(s) might have to the real property described in Paragraph I herein above, in and to any existing or pre-existing lease covering the premises and in and to any and all Improvements Pertaining to the Realty, if any. being purchased by the Buyer. Buyer and Seller acknowledge and agree that it shall be Buyer's obligation and responsibility to compensate said Lessee(s)/fenant(s) for any compensable interests in said property to which said Lessee(s)Tenant(s) may be entitled. Page 3 'C0 9. PERMISSION TO ENTER ON PREMISES. Seiler hereby grants Buyer, or its authorized agents, permission to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections. Buyer agrees not to cause any damage to the Property, and to indemnify and hold harmless Seller from any claims, demands, actions or costs caused or as a result of such inspections. 10. COUNTERPARTS. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery. by deemed an original, and all such counterparts together shall constitute one and the same instrument. 1 I. CERTIFICATION OF OWNERSHIP. All Improvements Pertaining to the Realty, fixtures and equipment and inventory belonging to the Seller shall be removed from the premises within 30 days after the close of Escrow. Any such Improvements Pertaining, to the Realty. fixture and equipment and inventory belonging to the Seller and Lessee,Tenants remaining on the property after the 30'h day from the close of escrow shall be considered abandoned and Buyer may dispose of said items as they wish with no recourse by Seller or LesseefTenants. 12. POSSESSION. Possession shall be delivered to Buyer at the close of escrow. 13. SELLER'S REPRESENTATIONS. Buyer acknowledges that Seller has made no representations or warranties as to the condition of the Property. It is further understood and agreed that Buyer shall purchase the Property in "As Is" Condition. 14. HAZARDOUS SUBSTANCES DISCLOSURE. Buyer is relying solely on the Buyer's inspections and the reports of Buyer's experts, if any. Buyer acknowledges that Seller is unaware and has no actual knowledge of any hazardous substances. 15. REMOVAL OF IIAZARDOUS, TOXIC. OR OTHER WASTES OR SUBSTANCES. Buyer and Seller mutually agree that, as between Seller and Buyer only. Buyer shall be solely responsible for the removal and disposal of any and all hazardous. toxic. or other wastes or substances stored or existing on or in or under the herein described property. 16. I.R.S. FORM "W-9"and LETTER FROM BUYER. It is further understood and agreed by Seller that closing of this escrow is subject to and contingent upon: (1) Seller executing an Internal Revenue Service Form "W-9" or 1099, and depositing same into escrow: and (2) Seller receiving a letter from Buyer, in a form reasonably satisfactory to Seller, that Seller is selling under threat of condemnation and that such letter otherwise satisfied the requirements of I.R.C. § 1033. 17. NOTICE OF TAX WITHHOLDING REQUIREMENTS. It is further understood and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non -Foreign Status" and Califomia Form 590 (Withholding Exemption Certificate) and depositing a copy of same into escrow. If Seller cannot execute said Transferor's Affidavit or Califomia Form 590, Buyer and Seller shall provide mutual written instructions to escrow. 18. AUTHORITY. This instrument shall be binding on and shall inure to the benefit of the heirs, executors, administrators. successors, and assigns of the Buyer and Seller. The parties upon whose benefit the signature appears below warrant, each to the other, that the person whose signature appears below has the legal authority to bind the party on whose behalf the signature appears to the terms of this Agreement, and that by doing so such party is not in breach of any other contract or agreement. 19. SEVERABILITY. The provisions of this Agreement are severable, and if any portion is held invalid or otherwise unenforceable. the parties intend that all other provisions shall remain in full force and effect. Page 4 21 77 thereof, the prevailing party shall be entitled to recover its atto _ ... ; . ses, w ether or not the matter is •ro omey(s) tees shall include all costs, expert wimess fees, and all MAINTENANCE OF PROPERTY. Buyer acknowledges that Seller is not responsible for maintaining the property in good condition until close of escrow. ALL INCLUSIVE SETTLEMENT. It is further understood and agreed between Buyer and Seller that the purchase price set forth in Paragraph No.2 hereinabove represents an all inclusive settlement, and is full just compensation for the acquisition of all property and property interests involved, and is accepted by Seller in full consideration of any and all claims for any and all other payments to Seller that may be required by law arising out of the acquisition of the Property including, without limitation, claims for precondemnation damages, compensation for loss of goodwill, compensation for the value of a leasehold, compensation for severance damages, relocation assistance payments, and compensation for the value of fixtures and equipment and any displacement or relocation connection therewith. 24. COMMISSION . San Diego Commercial Real Services is the exclusive agent of the Seller. Seller agrees to pay San Diego Commercial Real Estate Services a commission of SEVENTEEN THOUSAND FIVE HUNDRED AND NO/100 (S17,50000.00) from escrow proceeds. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. This Agreement contains the entire agreement between the parties, and neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first set forth hereinabove. SELLER(S): Date: t / Address: Telephone: BUYER: Date: 08-02-2000 Address: 140 East 12th Street, Suite B, National City, CA 91950 Telephone: (619) 336-4253, Paul Desrochers NTI.\ool\Oolrx)C W'PD Page 5 COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY Bv: George I Waters, CDC Chairman Bv: 0011007 LEGAL DESCRIPTION Lots 4, 5 AND 6 in Block One (1) of W. C. Kimball's Subdivision of Ten Acre Lot Two (2) in Quarter Section One Hundred Fifty-four (154) of Rancho Del La Nacion, in the City of National City, County of San Diego, State of California, according to Map Thereof No. 105, Filed in the Office of the County Recorder of San Diego County, March 10, 1887. EXHIBIT "A"