Loading...
HomeMy WebLinkAboutAgr 1998-02-25 (Town/Revelopment Agency)PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (the "Agreement") is entered into as of February a5, 1998 by and between the Town of Tiburon, a municipal corporation (the "Town") and the Tiburon Redevelopment Agency, a public body, corporate and politic (the "Agency,,), with reference to the following facts and purposes. RECITALS A. The Town is the fee owner of that certain parcel containing approximately 1.5 acres located at 1155 Tiburon Boulevard in Tiburon as more particularly described in the attached Exhibit A (the "Property"). B. The Property is one of the few remaining parceln in Tiburon suitable for the development of housing containing units affordable to persons and families of very low income. C. The Town and the Agency have identified a need for additional housing units in the community targeted to senior citizen households including very low income senior citizen households. D. Development of the Property with a senior housing development with up to twenty-five (25) units of for-sale housing, of which four (4) units will be affordable to very low- income seniors, will promote municipal goals and objectives of the Housing Element of the Town's General Plan. E. Development of the Property with four (4) units of affordable housing will enable the Agency to achieve the affordable housing policies of the California Community Redevelopment Law (with particular reference to the affordable housing policies set forth in Health and Safety Code Sections 33070 and 33071) and of the redevelopment plan administered by the Agency. In addition, such development of the Property will assist the Agency in meeting its housing production obligations with respect to various redevelopment project areas in accordance with the provisions of Health and Safety Code Section 33413 (b) (2) (A) (ii) . F. The parties have determined that their respective goals, objectives, and policies with respect to the development of the Property for affordable housing purposes can best be achieved through conveyance of the Property by the Town to the Agency in accordance with the terms of this Agreement. Conveyance to the Agency will facilitate the use of Agency development expertise, monitoring capabilities and financial resources (including, as appropriate, the use of tax increment revenues deposited in the Agency's Low and Moderate Income 102\04\105249.02 - 1 - yr.; Housing Fund) to promote timely reconveyance and redevelopment of the Property for affordable housing purposes. G. Pursuant to Health and Safety Code Section 33220(a), the Town is authorized to convey the Property to the Agency. H. Pursuant to Health and Safety Code Sections 33391 and 33449, the Agency is authorized to acquire the Property for purposes of providing affordable housing. I. The Agency intends to apply the affordable housing units to be developed on the Property toward the satisfaction of the Agency's project area housing production obligation under Health and Safety Code Section 33413 (b) (2) (A) (ii) . J. The Agency and the Town have set the purchase price of the Property based on the eventual development of approximately twenty-five (25) housing units on the Property. Based on an appraisal, the purchase price for the Property set forth in this Agreement does not exceed the Property's fair market value for the development contemplated by the Agency. K. The Agency has examined the title to the Property and has found it acceptable and the Agency has determined that the Property is suitable for the development of the housing intended by the Agency. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Agency and the Town agree as follows: Section 1. Purchase and Sale of the Property. Subject to the terms and conditions set forth below, the Town agrees to sell, and the Agency agrees to purchase, the Property. Section 2. Purchase Price. The Purchase Price for the Property shall be One Million Four Hundred Thousand Dollars ($1,400,000). Section 3. Payment of Purchase Price. Upon the Close of Escrow, the Agency shall pay the Purchase Price to the Town outside of Escrow as follows: a. The Agency shall pay the Town One Million Fifty Thousand Dollars ($1,050,000) in cash; and b. The Agency shall provide a promissory note to the Town in the amount of Three Hundred Fifty Thousand Dollars ($350,000). 102\04\105249.02 -2- Section 4. Opening Escrow. Upon execution of this Agreement, the parties shall establish an escrow (the "Escrow") with California Land Title Company (the "Escrow Holder"). Section 5. Close of Escrow. Subject to the provisions of Section 6. below, Escrow shall close on a date mutually agreeable to the parties but in no event later than June 30, 1998. Upon close of Escrow, the Town shall convey the Property to the Agency by grant deed in form reasonably acceptable to the Agency (the "Grant Deed"). This Agreement shall constitute not only the agreement of purchase and sale between the Agency and the Town, but also joint instructions to the Escrow Holder for the consummation of such purchase and sale through the Escrow. The Escrow Holder shall not prepare any further escrow instructions restating or amending this Agreement unless so instructed by both parties. The Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, any further instructions approved in writing by both parties, applicable law, and custom and practice in the County of Marin. Unless otherwise instructed, upon the Town's deposit of the Grant Deed in Escrow, the Escrow Holder shall close the Escrow by recording the Grant Deed and any other documents reasonably required to be recorded and taking such other actions as may be specified in this Agreement and any further instructions approved in writing by both parties. Section 6. Condition of Title. At close of Escrow, the Agency shall have insurable title to the Property, free and clear of all liens, encumbrances, clouds and conditions, rights of occupancy or possession except: a. applicable building and zoning laws and regulations; b. the provisions of the Grant Deed; C. any lien for current taxes and assessment or taxes and assessment accruing subsequent to recordation of the Grant Deed; and d. any other exceptions not objected to by the Agency, or for which the Town has obtained an appropriate endorsement. Section 7. Condition of Property. In fulfillment of the purposes of Health and Safety Code Section 25359.7(a), the Town hereby represents and consents that it has no knowledge, and has no reasonable cause to believe, that any release of hazardous substances has come to be located on or beneath the Property. The Town and the Agency understand and agree that the Property shall be purchased "as is" by the Agency and that the Town shall in no way be responsible for demolition, site 102\04\105249.02 -3- preparation or any other removal or replacement of improvements thereon. The Agency agrees to accept conveyance of the Property in its present condition, "as is" and without representation or warranty from the Town with respect to the condition of the Property, including, but not limited to, the condition of the soil, presence of hazardous materials or contaminants, and all other physical characteristics. The Agency has performed and will perform and relies solely upon its own independent investigation concerning the physical condition of the Property, compliance of the Property with any statutes, ordinances, rules or regulations, and suitability of the Property for development and operation of the housing development intended by the Agency. If the conditions of the Property are not in all respects entirely suitable for the use or uses to which the Property will be put as described in this Agreement, then it is the sole responsibility and obligation of the Agency to correct any soil conditions, correct any subsurface condition, correct any structural condition, demolish any improvements and otherwise put the Property in a condition suitable for the development and operation of the housing development intended by the Agency. The Agency hereby waives any right to seek reimbursement or indemnification from the Town of the Agency's costs related to correction of any physical conditions on the Property, including but not limited to the presence of hazardous materials. Section 8. Costs of Escrow and Closing. Ad valorem taxes, if any, shall be prorated as of the date of close of Escrow. The Agency shall bear all other costs of Escrow including, without limitation, costs of title insurance, transfer tax (if any), document preparation, recording fees, and Escrow Holder fees. The costs borne by'Agency pursuant to this Section 8. shall be in addition to the Purchase Price for the Property. Section 9. Title Insurance. As a condition to the close of Escrow,. California Land Title Company shall be ready to issue a CLTA Owner's Policy of Title Insurance to the Agency in the insurable amount of the Purchase Price and showing only those exceptions to title described in Section 6. Section 10. Representations and Warranties. The Town represents, warrants and covenants to the Agency, as of the date of this Agreement and as of the date of close of Escrow, as follows: a. No Condemnation. To the best of the Town's knowledge, there is no pending or threatened condemnation or similar proceeding effecting the Property, or any portion thereof, nor does the Town have any knowledge that any such action is contemplated. b. No Proceedings. To the best of the Town's knowledge, there are no legal actions, suits, or other legal or 102\04\105249.02 -4- administrative proceedings, including condemnation cases pending or threatened against or affecting the Property or the Town's title to the Property except for the intent on the part of the Town to amend its General Plan and zoning of the Property to allow for a development similar to the one intended by the Agency. The Town has not received notice from any public agency or entity with respect to any future proceeding or basis for any future proceeding against or affecting the Property or any part of the Property, or concerning any existing or potential, past, present or future toxic or hazardous material or conditions at the Property. C. Clear Title. The Town is the owner of the Property and has marketable and insurable fee simple title to the Property free of restrictions, leases, liens and other encumbrances, except for the matters set forth in Section 6. During the term of this Agreement, the Town shall not convey or accept any offer to convey the Property or any portion of the Property nor shall the Town encumber or permit encumbrance of the Property in any way nor grant any property, contract or occupancy right relating to the Property or any portion thereof without the prior written consent of the Agency, which may be withheld in the Agency's sole and absolute discretion. Section 11. Agency's Right of Entry Prior to Closing. a. Prior to the close of Escrow, the Agency, or its designee, shall have the right to enter the Property for the purpose of conducting inspections and tests of the land or any structures which comprise the Property. b. The Agency shall defend, indemnify and hold harmless the Town and its elected representatives, officers, employees and agents from any claim or damage arising from the Agency's entry onto,the Property pursuant to this Section 11. Section 12. Operation of the Property Prior to Closing. Prior to close of Escrow, the Town shall maintain the Property in a condition consistent with its current condition and shall make at its own expense, all repairs necessary to maintain the Property in such condition.. a. Environmental Review. The Town and the Agency further acknowledge that the details of the physical development of the Property are not known at this time, and will require extensive site planning, architectural design, and financial feasibility work before the Agency or its designated developer is prepared to submit an application for the necessary zoning permits. In this circumstance, the parties acknowledge and agree that it would be speculative to prepare an environmental assessment of the development of the Property pursuant to the provisions of the California Environmental Quality Act (11CEQA11) in connection with 102\04\105249.02 -5- the Agency's acquisition of the Property at this time. The Agency and the Town shall cooperate to perform the necessary CEQA evaluation in connection with the execution of a disposition and development agreement or similar agreement with the proposed developer of the Property or in connection with the proposed zoning permits for the Property, as appropriate, it being understood and acknowledged that, by execution of this Agreement, neither party is making any representation or commitment with respect to the outcome of such CEQA evaluation. Section 13. No Brokers. Each party represents to the other that it has not had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any real estate broker or other person who can claim a right to a commission or finder's fee. If any broker or finder makes a claim for a commission or finder's fee based upon a contact, dealings, or communications, the party through whom the broker or finder makes this claim shall indemnify, defend with counsel of the indemnified party's choice, and hold the indemnified party harmless from all expense, loss, damage and claims, including the indemnified party's attorneys' fees, if necessary, arising out of the broker's or finder's claim. Section 14. Notices. Unless otherwise provided herein, any notice, tender or delivery to be given pursuant to this Agreement by either party may be accomplished by personal delivery in writing or by first class certified mail, return receipt requested. Any notice by such mailing shall be deemed received four (4) days after the date of mailing. Mailed notices shall be addressed as set forth below, but each party may change its address by written notice in accordance with this Section 14. To Agency: Tiburon Redevelopment Agency 1505 Tiburon Boulevard .Tiburon, CA 94920 Attn: Executive Director To Town: Town of Tiburon 1505 Tiburon Boulevard Tiburon, CA 94920 Attn: Town Manager Section 15. Assignment. The Agency shall have no right, power, or authority to assign this Agreement or any portion hereof or to delegate any duties or obligations arising hereunder, either voluntarily, involuntarily or by operation of law. 102\04\105249.02 -6- Section 16. General Provisions. a. Headings. The title and headings of the various sections hereof are intended for means of reference and are not intended to place any construction on the provisions hereof. b. Invalidity. If any provision of this Agreement shall be invalid or unenforceable the remaining provisions shall not be affected thereby, and every provision hereof shall be valid and enforceable to the fullest extent permitted by law. C. Attorneys' Fees. In the event of any litigation between the parties hereto to enforce any of the provisions of this Agreement, the unsuccessful party to such litigation agrees to pay to the successful party all costs and expenses, including reasonable attorneys' fees incurred by the successful party, all of which may be included as part of the judgment rendered in such litigation. d. Entire Agreement. The terms of this Agreement are intended by the parties as a final expression of their agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitute the exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial proceedings involving this Agreement. No provision of this Agreement may be amended except by an agreement in writing signed by the parties hereto or t heir respective successors in interest. This Agreement shall be governed by and construed in accordance with the laws of the State of California. e. Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. f. Time of the Essence. Time is of the essence in this Agreement. g. Cooperation of Parties. The Agency and the Town shall, during the Escrow period, execute any and all documents reasonably necessary or appropriate to close the purchase and sale pursuant to the terms of this Agreement. 102\04\105249.02 -7- h. Exhibit. Exhibit A attached hereto is incorporated in this Agreement by this reference. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. APPROVED AS TO FORM: ~ J / By: f ~r Town Attorn TIBURON RE VEL PMEN eGEN By Its TOWN OF TIBURON By Its M a o r APPROVED AS TO FORM: By: y Agency Counsel 102\04\105249.02 - 8 - EXHIBIT "A" Lot 1, as shown upon the parcel map entitled "Parcel Map Lands of the Town of Tiburon", filed in Book 26 of Parcel Maps, Page 43, recorded December 11, 1997, Marin County, Calfornia. Containing 1.51 acres more or less. ~I . I t~ cam, F~M'nl ti y 1F n i 1155 Tiburon Blvd. Portion APN 58-151-2360 1.51 acres o- 1 ° N 2 -z 40 _ _ ill., .-t"' " " L~ ` Nom.. r a _ - ~ ~ ~ 71, i~au~cN COO 1T NIO. m m C