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HomeMy WebLinkAboutCC Resolution 8850 (Accepting Grant Deed)RESOLUTION NO. 8850 A RESOLUTION AUTHORIZING THE SIGNING OF A PURCHASE AGREEMENT AND ACCEPTING GRANT DEED THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES AS FOLLOWS: The MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, a purchase agreement between Morris Hozz, Seller and Marin Countv Oven Space District and the Citv of San Rafael, Buyers to purchase approximately 42.83 acres of land in Sun Vallev from The Trust for Public Lands, and acceptina Grant Deed, a copy of which is hereby attached and by this reference made a part hereof. I, Jeanne M. Leoncini, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a Regular meeting of the City Council of said City held on Monday, the 15th day of March, 1993 by the following vote, to wit: AYES: COUNCILMEMBERS: Breiner, Cohen, Shippey, Thayer & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JE M. LEONCI I, City Clerk PURCHASE AGREEMENT THIS AGREEMENT ("AGREEMENT") is entered into as of this 15th day of March , 1993 by and between MORRIS HOZZ, an unmarried man, hereinafter referred to as "SELLER", and MARIN COUNTY OPEN SPACE DISTRICT, a public district of the State of California, and CITY OF SAN RAFAEL, a municipal corporation, hereinafter referred to as 'BUYER". RECITALS A. SELLER owns certain real property (hereinafter referred to as "PROPERTY") in the County of Marin, State of California containing approximately 43 acres of vacant land located in the County of Marin and referred to as Marin County Assessor Parcel Nos. 177- 240-14 and 177-240-20 and more particularly described in Exhibit "A" and depicted on Exhibit "B" attached hereto and made a part hereof. B. BUYER desires to obtain from SELLER, and SELLER is willing to grant to BUYER, the PROPERTY on the terms and conditions hereinafter set forth. NOW, THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED as follows: 1. TERM. The term of this AGREEMENT shall be from the date that BUYER and SELLER fully execute this AGREEMENT and said date is entered hereinabove as date AGREEMENT is entered into, until two (2) months or until close of escrow. 2. PURCHASE PRICE. The purchase price for the PROPERTY described in Exhibit "A" shall be four hundred thousand dollars ($ 400,000.00) cash. 3. CONDITIONS. BUYER agrees to purchase and SELLER agrees to sell upon the satisfaction of the following terms and conditions: 3.1 ESCROW: (a) When this AGREEMENT is fully executed, the purchase and sale of PROPERTY described in Exhibit "A" shall be completed through an escrow at First American Title Company of Marin, 600 Fifth Avenue, San Rafael, CA 94901. "Close of Escrow" shall be the time the SELLER'S GRANT DEED is filed by the title company in the Recorder's Office of the County of Marin. (b) Prior to the "Close of Escrow", SELLER and BUYER shall deposit the following into escrow. (1) SELLER shall deposit a GRANT DEED duly executed by the SELLER in form acceptable to BUYER to convey the PROPERTY to BUYER. (2) BUYER shall deposit the amount of the purchase price for the PROPERTY described in Exhibit "A" together with enough additional money to pay BUYER's share of closing costs and prorations. (3) BUYER shall pay expenses of escrow and closing. Prorations shall be made as follows: 1 COPY, (i) BUYER shall pay all fees for the recordation of the GRANT DEED, the premium for the policy of title insurance, documentary transfer taxes, if any, on the GRANT DEED and all escrow fees. (ii) BUYER and SELLER agree that all pro -rated taxes due and owing up to the date of close of escrow shall be paid in full by SELLER and all special assessments (if any) shall be paid in full by SELLER. (c) When the foregoing have been deposited by SELLER and BUYER, and the title company is prepared to issue its policy of title insurance in accordance with Paragraph 3.2 hereof, the title company shall be directed to: (1) deliver the purchase price to or on the order of SELLER. (2) record the GRANT DEED in the Recorder's Office of Marin County; and (3) deliver to BUYER the policy of title insurance and a copy of the BUYER'S and SELLER's closing statements. 3.2 TITLE (a) Title to the PROPERTY shall be conveyed by SELLER to BUYER through escrow free and clear of all liens and encumbrances, taxes and assessments, penalties and costs, leases (recorded and unrecorded), easements, rights-of-way, bonds and any and all restrictions and reservations of record, other than exceptions to title set forth as Items Number 3, 4, 5, 6, 7, 8, 9, 10, and 11 in Preliminary Title Report issued to BUYER by First American Title Company dated February 8, 1993 under Order No. 171132 -RR attached as Exhibit "C". (b) The title company shall issue to BUYER a standard form policy of title insurance for the PROPERTY, with total liability in the amount of the purchase price, showing title to the PROPERTY vested in BUYER and such other exceptions as may be approved by BUYER. The issuance of such title policy to BUYER shall be in full satisfaction of SELLER'S obligations with respect to title. 4. NOTICES. Any notice, request, demand, instruction or other communication to be given to any party hereunder shall be in writing and delivered as follows: IF to SELLER, to: RODERICK P. MARTINELLI BAGSHAW, MARTINELLI, CORRIGAN, & JORDAN 1050 Northgate Drive, Suite 550 San Rafael, California 94903 2 IF to BUYER, to: DOUGLAS J. MALONEY MARIN COUNTY COUNSEL Civic Center, Suite 342 San Rafael, CA 94903 Notice shall be delivered personally, including by messenger or courier, or by certified mail, return receipt requested, postage prepaid. Notices shall be deemed to have been duly given (a) if delivered personally on the date of delivery; (b) if transmitted by certified mail on the earlier of (i) the second (2nd) business day after the date of such mailing or (ii) the date of receipt. The addresses and addressees for the purposes of this paragraph may be changed by giving written notice of such change in the manner provided herein for giving notice. Unless and until such written notice is received, the last address and addressee as stated by written notice, or as provided herein if no written notice or change has been sent or received, shall be deemed to continue in effect for all purposes hereunder. 5. FURTHER ASSURANCES. SELLER and BUYER agree that at any time or from time to time after the execution of this AGREEMENT and whether before or after the "Close of Escrow" they will, upon request of the other, execute and deliver such further documents and do such further acts and things as such party may reasonably request in order to fulfill the purposes of this AGREEMENT. 6. SUCCESSORS AND ASSIGNS. This AGREEMENT shall be binding upon and inure to the benefit of each of the parties hereto and to their respective successors and assigns. Neither BUYER nor SELLER shall assign this AGREEMENT without the prior written consent of the other. Any assignment without such consent shall be null and void. 7. TIME. Time is of the essence of this AGREEMENT and failure to comply with this provision shall be a material breach of this AGREEMENT. Unless previously extended in writing by BUYER and SELLER, the escrow shall close on or before the expiration of this AGREEMENT. 8. GOVERNING LAW. This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California. To SELLER's knowledge, there is no litigation pending respecting the PROPERTY. 9. SELLER'S COVENANT. As a covenant that will survive the close of escrow, SELLER warrants that SELLER is the sole owner of the PROPERTY, and that to SELLER's knowledge the property is free and clear of all liens, claims, encumbrances, encroachments, easements, licenses, or rights-of-way of any nature other than those disclosed of record by the Preliminary Title Report dated February 8, 1993, Order No. 171132 -RR attached as Exhibit "C. " 10. EFFECT OF WAIVER OF PROVISION ON REMEDY. No waiver by a party of any provision of this AGREEMENT shall be considered a waiver of any other provision or any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by a party of any remedy provided in this AGREEMENT or at law shall not prevent the exercise by that party of any other remedy provided in this AGREEMENT or at law. C 11. CAPTIONS, JOINT AND SEVERAL LIABILITY, CONTROLLING LAW. The captions heading the various paragraphs of this AGREEMENT are for convenience and shall not be considered to limit, expand or define the contents of the respective paragraphs. Masculine, feminine or neuter gender and the singular and the plural number, shall each be considered to include the other whenever the context so requires. If either party consists of more than one person, each such person shall be jointly and severally liable. This AGREEMENT shall be interpreted under California law and according to its fair meaning and not in favor of or against any party. 12. NO REPRESENTATION REGARDING LEGAL EFFECT OF DOCUMENT. No representation, warranty or recommendation is made by BUYER, its respective agents, employees or attorneys regarding the legal sufficiency, legal effect or tax consequences of this AGREEMENT or the transaction, and each signatory is advised to submit this Agreement to his attorney before signing it. 13. CONDITIONAL FUNDING. This AGREEMENT is conditioned upon BUYER obtaining additional funding in the amount of ninety thousand one hundred forty dollars and sixty-three cents ($ 90,140.63) from The City of San Rafael. Unless notice of said City's failure to "approve" is given to SELLER within one (1) month of the date of this agreement, this condition shall be deemed to have been waived by BUYER. 14. ENTIRE AGREEMENT: AMENDMENTS. This AGREEMENT embodies the entire agreement and understanding between the parties relating to the subject matter hereof and may not be amended, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. This AGREEMENT supersedes all prior discussions, negotiations, agreements and memoranda whether oral or written. IN WITNESS WIiEREOF, the parties hereto have executed this AGREEMENT as of the day and year first above written. SELLER: Social Security Number MARIN COUNTY OPEN SPACE DISTRICT By: PRESIDENT, BOARD OF DIRECTORS 4 DATE: ATTEST: SECRETARY THE CITY OF SAN RAFAEL DATE: BY: DATE: MAYOR, CITY OF SAN RAFAEL ATTEST: CITY CLERK HOZZ%AOMT.PUR CLT#: 171132 -RR Return to: County of Marin Mari -Ann G. Rivers Couty Counsel's Office Suite 342, Civic Center San Rafael, CA 94903 Attn: Mari -Ann G. Rivers Deputy County Counsel AP#: 177-240-14 & 177-240-20 CERTIFICATE OF ACCEPTANCE OF GRANT OF INTEREST IN REAL PROPERTY THIS IS TO CERTIFY that the interest in real property conveyed by the Corporation Grant Deed dated _, 1993 from Morris Hozz, a single person, to the MARIN COUNTY OPEN SPACE DISTRICT, a public district political subdivision of the State of California, and the CITY OF SAN RAFAEL, a muncipal corporation, is hereby accepted by order of the City Council of San Rafael on March 15, 1993, and the grantee consents to the recordation thereof by its duly authorized officer. DATED: _, 1993 Mayor of the City of San Rafael ATTEST: JEANNE LEONCINI, City Clerk HOZZWERT-RR.ACC