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HomeMy WebLinkAbout6/5/2002 - STAFF REPORTS (20) DATE: June 5, 2002 TO: City Council FROM: City Librarian SALE OF FORMER CROCKER BRANCH LIBRARY RECOMMENDATION: The Library Board and City Librarian recommend that Council authorize the City Manager to sign all documents necessary to complete the sale of the former Crocker Branch Library ( 2555 N. Via Miraleste) to "Udo Kierspe" in the amount of $300,000.00, and to authorize Buyer to open escrow. SUMMARY: This recommendation, if approved would transfer title of the former Crocker Branch Library from the City, to "Udo Kierspe" for the stated purpose of converting it into a residence. The parcel would be returned to the property tax rolls for the first time. BACKGROUND: In 1978 the Library Board acted to close two branch libraries (Melba Bennett and Francis F. Crocker) as a result of the elimination of the library property tax, which had been in place since 1939. From 1978 through 2001 the Library Board leased the Crocker Branch, first to the Stroke Activity Center and then to Ed-U-Care, a private childcare center. The Library Board had initially hoped (in 1978) to eventually reopen the Crocker facility as a branch library, but after twenty-three years it became apparent that sufficient operational revenues would not be available and the property should be sold. The property became the first city-owned asset to be auctioned via the EBAY web site and it received sixteen total bids from two local parties. Only the high bidder completed the required post-auction forms. However, the sale was not completed. The property was advertised again, and, at the suggestion of the City Attorney, sealed bids were submitted, and opened by the Library Board at a special session on April 17, 2002. The buyer has submitted a $30,000.00 deposit to be refunded if the zoning change from "O " to "R" does not get approval from the Planning Commission. This is a cash offer and the Buyer requires no additional contingencies. FISCAL IMPACT: The sale of this property should result in very minor change to the City's General Fund. By returning to the property tax rolls, the City would receive approximately $600 per year in new revenues. Through the 1979 action of the City Council, the net proceeds from the sale would be placed in the Library Trust Fund for future library development i v ,,7 ,- ­ - APPROVED: %' �✓� ity Librarian City Manager APPROVED: City Attorney REVIEWED BY DEPT.OF FINANCE Attachments: f` 1. Agreement for Purchase and Sale of Real Property 2. Minute Order 14 A AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (ESCROW INSTRUCTIONS) By and Between UDO KIERSPE (as Buyer) and the CITY OF PALM SPRINGS (as Seller) Dated 2002 IRV#12979 v3 � q�z AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (ESCROW INSTRUCTIONS) THIS AGREEMENT is entered into this day of 2002 by and between Udo Kierspe, an individual (hereinafter called `Buyer"), and the City of Palm Springs (hereinafter called "Seller") for the purchase and sale of certain real property hereinafter set forth. IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT TO SELL AND PURCHASE. 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 Palm Springs, County of Riverside, State of California, and legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF 2. PURCHASE PRICE. The total purchase price, payable in cash through escrow, shall be the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00). 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 umccorded liens, encumbrances, assessments, easements, leases, and taxes except: Quasi-public utility, public alley, public street casements, and rights of way of record. 4. TITLE INSURANCE POLICY. Escrow Agent shall, following recording of deed to Buyer, provide Buyer with CLTA Standard Coverage Policy of Title Insurance in the amount of $300,000.00, issued by Chicago Title showing the title to the property vested in Buyer, subject only to the exceptions set forth in Paragraph 3 and the printed exceptions and stipulations in said policy. Buyer agrees to pay the premium charged therefore. S. ESCROW. Buyer agrees to open an escrow in accordance with this Agreement at an escrow company of Buyer's choice to be determined at a later date. 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. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time but in no event later than September 1, 2002. IRV 412979 v3 -2- 1443 in the event that this Agreement is terminated by Buyer for any reason other than failure to deliver clear title or failure to obtain a zoning change. In the event of failure to obtain zone change, the deposit shall be refundable less '/2 of any escrow costs and less the amount of legal costs incurred by the Seller as a result of this transaction, not to exceed Two Thousand Dollars ($2,000.00). Upon close of escrow said amount shall be credited toward the purchase price. Insurance policies for fire or casualty are not to be transferred, and Seller will cancel his own policies after close of escrow. All fiords received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and maybe 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 AUTHORIZED AND IS INSTRUCTED TO COMPLY WITH THE FOLLOWING TAX ADJUSTMENT PROCEDURE: A. Pay and charge Seller for any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Property; B. In the event this escrow closes between July 1 and Novernber 1, and current tax information is not available from title insurer, Escrow Agent is instructed to withhold from Seller's proceeds an amount equal to 120% of the prorated amount due based upon the previous fiscal year's second half tax bill At such time that the tax information is available, Escrow Agent shall make a check payable to the County Tax Collector for Seller's prorated portion of taxes and forward sarne to the Buyer and shall refund any difference to the Seller. In the event the amount withheld is not sufficient to pay Seller's prorated portion of taxes due, the Seller herein agrees to immediately pay the difference; In the event said tax information is available, Seller's taxes shall be prorated in accordance with Paragraph "C" below. C. From the date that tax information is available, as per Paragraph "B", up to and including June 30th, Seller's current taxes, if turpaid, shall be prorated to date of close of escrow on the basis of a 365 day year in accordance with Tax Collector's proration requirements, together with penalties and interest, if said current taxes are unpaid after December 10 and/or April 10. At close of escrow, check payable to the County Tax Collector for Seller's prorata portion of taxes shall be forwarded to Buyer with closing statement; D. Any taxes which have been paid by Seller, prior to opening of this escrow, shall not be prorated between Buyer and Seller, but Seller shall have the IRV#12979 v3 _3- 1VV sole right, after close of escrow, to apply to the County Tax Collector of said county for refund. This refund would apply to the period after Buyer's' acquisition, pursuant to Revenue and Taxation Code Section 5096.7. ESCROW AGENT IS AUTHORIZED TO, AND SHALL: E. Pay and charge Seller, upon Seller's written approval, for any amount necessary to place title in the condition necessary to satisfy Paragraph 3 of this Agreement; F. Pay and charge Buyer one-half and Seller one-half for any escrow fees, charges, and costs payable under Paragraph 6 of this Agreement; G. Disburse finds and deliver grant 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 performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE, but no later than sixty (60) days from opening, unless otherwise agreed to by the parties in writing. If (except for deposit of money by Buyer, which shall be made by Buyer upon demand of Escrow Agent before close of escrow) this escrow is not in condition to close within 60 days from date of these instructions because all conditions to this escrow have not been complied with, any party who then shall have fully complied with his requirements may, in writing, demand the return of his money or property; but if none have complied no demand for return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respective addresses shown in these escrow instructions, and if any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing of this escrow as soon as possible. Responsibility for Escrow Agent under this Agreement is expressly limited to Paragraphs 1, 2, 3, 4, 5, 6, 7, 9, 10, 18, 19 and to its liability under any policy of title insurance issued in regard to this transaction. IRV 412979 0 -4- 1145 6. ESCROW FEES, CHARGES AND COSTS. Buyer and Seller shall each pay one-half of the escrow fees and each shall bear other charges and costs as is standard and customary. 7. RIGHT OF BUYER TO ENTER PROPERTY. Seller grants to Buyer, or Buyer's agent, the right, at any time and from time to time within thirty (SO) days after the opening of the escrow for this transaction, to enter onto the Property to conduct tests or investigations, including but not limited to tests necessary to determine engineering, geological, soils, environmental, and other conditions of the Property, 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 the Seller, for any physical darnage to the Property resulting from the acts; and D. Buyer shall give Seller written notice of the intention to enter two (2) days prior to the date of the plarmed entry. b. AS IS. Buyer acknowledges and agrees that the Properly is to be sold and conveyed to, and accepted by Buyer, in an "as is" condition with all faults. Prior to the Close of Escrow, Buyer will have investigated and have knowledge of the actual size of the Property, and the operative or proposed governmental laws and regulations (including, but not limited to, zoning, environmental and land use laws, regulations and permit conditions and agreements), and airy private restrictions to which the Property is or may become subject and accepts the Property solely upon the basis of Buyer's own review and determination of the applicability and effect of such law, regulations and permit conditions and agreements. Buyer acknowledges that Buyer is entering into this Agreement on the basis of Buyer's own investigation of the physical and environmental conditions of the Property, including subsurface conditions, and Buyer hereby assumes the risk that adverse physical and environmental conditions may not have been revealed by Buyer's owan investigation. Buyer further acknowledges that Seller, its agents and employees and other persons acting on behalf of Seller have made no representation or warranty of any kind in connection with any matter relating to the condition, value, fitness, use or governmental regulation of the Property upon which Buyer has relied directly or indirectly for any purpose. 9. COUNTERPARTS. This agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrrmient. 1RV 412979 0 -5- 10. CLOSING STATEMENT. Seller instructs Escrow Agent to release a copy of Seller's statement to Buyer to ascertain iC any reimbursements are due Seller. 11. LOSS OR DAMAGE TO IMPROVEMENTS. Loss or damage to the real property or any improvements thereon, by fire or other casualty, occurring prior to the recordation of the Grant Deed shall be at the risk of Seller. In the event that loss or damage to the real property or any improvements Thereon, by fire or other casualty, occurs prior to the recordation of the Grant Deed, Buyer may elect to require that the Seller pay to Buyer the proceeds of any insurance which may become payable to Seller by reason thereof, or to permit such proceeds to be used for the restoration of the damage clone, or to reduce the total price by an amount equal to the diminution in value of said property by reason of such loss or damage or the amount of insurance payable to Seller, whichever is greater. 12. [RESERVED] 13. POSSESSION OF REAL PROPERTY. Possession of real property shall be given to Buyer upon the recording of Seller's deed. 14. WARRANTIES, REPRESENTATIONS, AND COVENANTS OF SELLER. Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Seller's knowledge, there are not actions, suits, material claims, legal proceedings, or any other proceedings affecting the property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. B. Until the closing, Seller shall not do anything which would impair Seller's title to any of the property. C. Until the closing, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Warranties, Representations, and Covenants of Seller Section not to be true as of closing, immediately give written notice of such fact or condition to Buyer. 15, HAZARDOUS WASTE. Seller believes at the present time that neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, wider, in, or about the Property, or transported any Hazardous Materials to or from the Property. Buyer shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any hazardous Materials on, under, in, or about, or the transportation of any hazardous Materials to or room, the Property. The tern `Hazardous Material" shall mean any substance, materiel, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a IRV 412979 v3 _(_ 1147 "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safely Code, Division 20, Chapter 6.5 (hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20. Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a"hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum or any petroleum product or fraction thereof or additive thereto, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 1 I of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a"hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C,. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seg. (42 U.S.C.. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. 59601 e sc (42U.S.C. S9601). 16. COMPLIANCE WITII ENVIRONMENTAL LAWS. Based upon the Seller's Phase I Report, Seller believes at the present time that to the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water duality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation and Recovery and Comprehensive b;nvironinental Response Compensation and Liability Acts, and the California Environmental Quality Act, urrd the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the California Environmental Protection Agency, the U.S. Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 17. ZONING CONTINGENCY. It is understood and agreed between the parties hereto, that this transaction is contingent upon the Buyer obtaining approval for a zone change from "O" to '`R," for a residence, pursuant to all City requirements necessary to receive such approval. 18. TITLE CONTINGENCY. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Buyer herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval, contingent upon Buyer's approval of any title exceptions delineated in the most recent preliminary title report issued prior to close of escrow. IRV 4 12979 v3 -7- 19. ENVIRONMENTAL CONTINGENCY. It is understood and agreed upon by and between the parties hereto that this escrow is subject to and conditioned upon Buyer's acceptance of the environmental conditions at, under and about the Property and the absence from the Property of Hazardous Materials and any other kind of soil or water contamination. Seller further authorizes the Buyer, its agents or assigns to enter upon the subject property for the purpose of assessing the environmental conditions at and around the Property including conducting any Environmental huvestigation as decined necessary by the Buyer. It is further understood and agreed upon by and between the parties hereto that if any contamination is discovered during the above mentioned testing: (i) Seller may elect to clean up such contamination at Seller's expense, and if Seller so elects, escrow shall close as soon as possible after Buyer delivers the signed instruction as described in this Section; or (ii) if Seller elects not to clean up the contamination, Buyer may elect to cleanup the contamination at Buyer's expense, and if Buyer so elects, escrow shall close as soon as possible after Buyer delivers the signed instruction as described in this Section; or (iii) if neither Seller nor Buyer elects to clean up the contamination, either party may terminate this Agreement. Any other provisions of this Agreement notwithstanding, Buyer, in its sole discretion, may elect to rescind this Agreement and cancel any escrow which may have been opened pursuant hereto in the event soils conditions are not acceptable to Buyer or there is present on the Property, Hazardous Materials or other toxic or hazardous substances or any other kind of soil or water contamination. If Buyer approves the enviromnental condition of the Property, Buyer shall hand Escrow Holder a signed instruction prior to the close of escrow stating that the enviromnental contingency has been either satisfied or waived, and authorizing Escrow Holder to proceed with the close of escrow. 20. CONFLICT OF INTEREST. No officer or employee or the Buyer shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The seller warrants that it has not paid or given and will not pay or give any third party arty money or other consideration for obtaining this Agreement. 21. NOTICE. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the Buyer, to Udo Kierspe, 1611 Sargent Place, Los Angeles, CA 90026. IRV 412979 v3 _8_ 22. INTERPRETATION. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against cither party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 23. INTEGRATION; AMENDMENT. It is understood that there are no oral agreements between the patties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by al instrument in writing. 24. SEVERABILITY. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or tmenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives cither party of the basic benefit of their bargain or renders this Agreement meaningless. 25. WAIVER. No delay or omission in the exercise of any right or remedy by a nondefaulting party oil any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the sane or any other provision of this Agreement. 26. ATTORNEYS' FEES. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 27. AUTHORITY TO EXECUTE. The persons executing this Agreement on belhall'of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 28. ASSIGNMENT. I3uyer may not assign this Contract without Seller's prior written consent. 29. GOVERNING LAW. This contract and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of California. IRV#12979 v3 _9_ /Q 410 The terms and 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 both parties, neither party relies upon any warranty or representation not contained in this Agreement. [SIGNATURE PAGE ON NEXT PAGE] IRV#12979 v3 _1 o_ IAA it IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. SELLER CI Y OF PALM SPRINGS Dated: �� Milt Levinson, President Board of Library Trustees ATTEST City Clerk David H. Ready, City Manager APPROVED AS TO FORM BURKE, WILLIAMS & SORENSEN, LLP David J. Aleshire, City Attorney BUYER UDO KIERSPE, an individual %' Dated: Who Kierspe IRV N129790 -11- TABLE OF CONTENTS Page No. 1. AGREEMENT TO SELL AND PURCHASE. .......................................................2 2. PURCHASE PRICE. ...............................................................................................2 3. CONVEYANCE OF TITLE....................................................................................2 4. TITLE INSURANCE POLICY. ..............................................................................2 5. ESCROW.................................................................................................................2 6. ESCROW FEES, CHARGES AND COSTS...........................................................5 7. RIGHT OF BUYER TO ENTER PROPERTY.......................................................5 8. AS IS........................................................................................................................5 9. COUNTERPARTS. .................................................................................................5 10. CLOSING STATEMENT. ......................................................................................6 11. LOSS OR DAMAGE TO IMPROVEMENTS........................................................6 12. [RESERVED] ..........................................................................................................6 13. POSSESSION OF REAL PROPERTY...................................................................6 14. WARRANTIES REPRESENTATIONS, AND COVENANTS OF SELLER...................................................................................................................6 15. HAZARDOUS WASTE. .........................................................................................6 16. COMPLIANCE WITH ENVIRONMENTAL LAWS. ...........................................7 17. ZONING CONTINGENCY. ...................................................................................7 18. TITLE CONTINGENCY.........................................................................................7 19. ENVIRONMENTAL CONTINGENCY. ................................................................8 20. CONFLICT OF INTEREST....................................................................................8 21. NOTICE...................................................................................................................8 22. INTERPRETATION................................................................................................9 23. INTEGRATION; AMENDMENT. .........................................................................9 IRV 412979 v3 lid �� 24. SEVERABILITY.....................................................................................................9 25. WAIVER..................................................................................................................9 26. ATTORNEYS' FEES. .............................................................................................9 27. AUTHORITY TO EXECUTE.................................................................................9 28. ASSIGNMENT........................................................................................................9 29. GOVERNING LAW................................................................................................9 EXHIBIT A - DESCRIPTION OF PROPERTY IRV#12979 v3 -]1- MINUTE ORDER NO. AUTHORIZING THE CITY MANAGER TO SIGN ALL DOCUMENTS NECESSARY TO COMPLETE THE SALE OF THE FORMER CROCKER BRANCH LIBRARY (2555 NORTH VIA MIRALESTE) TO "UDO KIERSPE" 1N THE AMOUNT OF $300,000 AND TO AUTHORIZE BUYER TO OPEN ESCROW. I HEREBY CERTIFY that this Minute Order, authorizing the City Manager to sign all documents necessary to complete the sale of the former Crocker Branch Library (2555 North Via Miraleste)to "Udo Kierspe" in the amount of$300,000 and to authorize Buyer to open escrow, was approved by the City Council of the City of Palm Springs, California, in a meeting thereof held on the fifth day of June, 2002. PATRICIA A. SANDERS City Clerk I