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HomeMy WebLinkAboutReso 225-1977 RESOLUTION NO. 225-77 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT PROVIDING AN OPTION TO PURCHASE REAL PROPERTY (VALUE GIANT SITE) BE IT RESOLVED by the City Council of the City of South San Francisco that- 1. Execution of Aqreement for an Option. Execution of the Agreement'for an Option, as amended, to .purchase real ~roperty from Castle & Cooke Merchandising .Corporation, a California corporation, executed as of the 7th day of December, 1977, is hereby authorized. A copy of-the Agreement is .attached hereto as Exhibit 2. Signatures. . The City Manager is authorized to execute said Agreement for an Option on behalf of the City of South San.FranCisco,, and have said signature acknowledged. The City Clerk is authorized to attest his signa- ture thereto. $. Recordation. The City Clerk is authorized to record or cause recordation of said Agreement for an Option to Purchase Real Property in the official records of the County of San Mateo. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San · Francisco at a re~u,/ar meeting held on the 7th day of December le 1977, by the following vote' AYES, COUNCILMEN Richard A. Battaglia, William A. Borba, Emanuele N. Damonte, . . Terry J. Mirri and Leo Padreddii NO ES, " None ABSENT, " None City Clerk e EXHIBIT "A" TO RESOLUTION NO.225-77 ADOPTED December 7, 1977 · OPTION TO PURCHA'SE 'REA3.,' 'PROPERTY THIS AGREF~fENT for an option for the purchase of 7th real property is entered into as of this }s~ day of December, 1977, by and between CITY OF SOUTH SAN FRANCISCO, a muni- -. cipal corporation of the State of California (hereinafter referred to as "City"), and CASTLE & COOKE MERCHANDISING CORPORATION, a California corporation (hereinafter referred to as "CCMC") , · _ W I T N E S S E T H : This Agreement is made upon the basis 'of the- following: 1. The property which is the subject of this' Agreement (hereinafter called "Property") consists of approximately 80,000 square feet of land, with 60,000 square feet of building improvements located thereon, situate at the southwest corner of Arroyo Drive and E1 Camino Real, in .the City of South San Francisco, San Mateo County, California, and is more particularly described in Schedule A attached hereto and by this reference in- corporated herein. 2. CCMC presently holds an effective lease of Property. and will have to acquire fee title to Propert~ upon terms to be negotiated with the owners. · 3. City is interested in acquiring ~roperty for public facilities but needs to complete engineering, financial and space feasibility studies and to arrange for financi.ng of the acquisition and necessary conversion for public use preparatory to making an acquisitiOn de- termination. 4. City and CCMC desire to establish an acqui- sition price for Property and a reasonable time. for CCMC to undertake, said n.egotiations with the owners thereof and for City to comPlete its studies and financing arrangements and to make an acquisition determination. 5. Pending such determination by City to acquire · the Property, CCMC is required to pay rent and taxes and is prevented from making other uses or otherwise disposing- . of the Property and therefore CCMC is entitled to compensa-. tion in the form of the option price hereinafter set forth. NOW, THEREFORE, IN CONSIDERATION OF THE FORE- GOING PREMISES AND THE MUTUAL COVENANTS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS: 1. Term of Option. CCMC hereby, grants to City the right~ and option to purchase Property for the purchase price hereinafter set forth upon the terms and conditions hereinafter provided. The term of this option is for 7, April 7,- period from December ~ 1977 to and including _ 1978 and this option must be exercised, if at all, by delivery by City to CCMC of written notice of exercise of Apr_i 1 7, the option on or before said Mam~r~-3~z 1978. If no such notice is received by CCMC by said date, this option shall terminate and City shall have no further interest in Prop- erty or rights hereunder. [2 2. Purchase Price. The total purchase price for Property, in the event of exercise of the option, shall be ONE MILLION T~qREE HUNDRED NINETY THOUSAND A~D NO/100 DOLLARS ($1,390,000.00), payable in full in cash or equivalent at the close of escrow as hereinafter set forth. 3.. Option Price. In consideration for this option, city shall .pay to CCMC the sum of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) per month, payable monthly seventh in advance on the f~rst of each month during, the entire .. term hereof, whether or not City should exercise its option April 7 before M~eh-~7 1978. Said ~onthly payments shall be- long to and be retained by CCMC and shall not be credited~ against the purchase price r~ntione~, in 'para. graph 2 above, and shall not be refundable in the event City shall not exercise its option or for any other reason; provided, however, that if City shall exercise its option and CCMC shall thereafter not be able to acquire the 'Property from the present owners under the conditions hereinafter set forth, CCMC shall return to City all of such monthly pay- ments theretofore made by City, without interest. 4. Condit'ion ~of Title. If City .shall exercise its option, title to Property is to be conveyed free and clear of all liens or encumbrances, including, without limitation, any covenants, conditions and restrictions, rights of way, easements, improvement assessments or : leases, except for such liens or encumbrances as are [3 of exercise of option for acquisition at a purchase price acceptable to CCMC, .and owners shall have rejected said offer or shall not have responded thereto within said period of 90 days, or if owners cannot or refuse to convey within said 90 days title to Property, free and clear of all liens or encumbrances · other ~an those acceptable to City, and current real property taxes, CCMC shall have the right to cancel and terminate this Agrees ~ent by written notice to City. 6. City Studies 'and 'Det'ermination. City shall promptly undertake and complete its engineering, financial and space feasibility studies and its financing arra.ngements . and make its acquiSition determination and give notice of exercise of its option or notice that it will not exercise its option as soon as reasonably possible; provided, .however, 1 / / I / / t / / / / / / / / ' / · · [5 that notice of exercise of option .must be given on or April' 7, before ~ch-3T' 1978 as aforesaid, and if City does not April 7 ~ give such notice of exercise by said Ma~e~-~, 1978, either party shall 'have the right to cancel and terminate this. Agreement and neither party shall then have any further 0bl.igation to the other. If .City. gives notice ApPil 7, of exercise of. option to CCMC on or before said Ma~eh-~{, 1978, city shall, within thirty (30) days thereafter (a) open an escrow with Title Insurance and Trust Company, Redwood City, and deposit therein the full purchase price .set forth in paragraph 2 above, together with escrow instructions requesting a grant deed from CCMC and specifying any exceptions to title, liens or encumbrances which it will accept and those which it will::not accept., and (b) arrange for acquiring a standard CLTA policy of title insurance at the cost of City. City shall not specify as not acceptable any exceptions, liens or encumbrances, .which it had specified as acceptable on receipt of the certificate ._ or report as set forth in paragraph 8 below. 7. Assignment. City may assign its rights under this Agreement, either before or after exercise of the op- tion, to a nonprofit corporation then existing or formed for the purpose of acquiring Property for the contemplated public facility. If City so assigns, said nonprofit cor- poration shall, if said option is not already exercised, succeed to the right and option to exercise the option, : and if the option is or has been exercised, shall, .within [6 thirty (30) days after such exercise, (a) open an escrow with Title Insurance and Trust Company, Redwood City, and deposit therein the purchase price set forth in paragraph 2 hereinabove, together with escrow instructions requesti.ng a grant deed from CCMC and specifying exceptions to title, liens and encumbrances it will accept and those which it will not accept, and (b) provide for the acquisition of a standard CLTA policy of title insurance at the cost of such assignee. Exceptions to title, liens or encumbrances previously specified as acceptable by either City or such assignee Shall not be specified as unacceptable, on closing. 8. Title. Within thirty (30) days of the date hereof, CCMC shall procure from Title Insurance and. Trust Company a certificate or report on title to Property, setting forth the ownership thereof and all liens and encumbrances affecting the same, and CCMC shall promptly . furnish a copy thereof to City. Within thirty (30) days after receipt of such copy, City shall specify to CCMC with respect to any exceptions to title or liens or en- cumbrances affecting Property which are acceptable and which are not acceptable. Anything herein to the contrary notwithstanding, CCMC shall have the right to elect whether or not to attempt to clear the title of any such exceptions, liens or encumbrances not acceptable to City and shall give notice of such election within thirty (30) days after receipt from City of its notice of what exceptions, liens · or encumbrances are not acceptable, and in the ~vent that [7 CCMC shall elect not to attempt.~ to clear such exceptions, liens or encumbrances, and City shall not agree to take title subject to such exceptions, ·liens or encumbrances, CCMC shall be .entitled to cancel and terminate ~his Agree- . m~nt immediately and shall then have no further obliga- tion hereunder to City. If CCMC shall elect to attempt to clear as aforesaid, it shall promptly, proceed with negotiations with the owners and otherwise, .with the aim of obtaining title free and clear of such objectionable exceptions, liens or encumbrances, but OCMC shall not be obligated to obtain such clear title if the cost thereof, · including the total price to be paid to the owners .and the costs (including attorney's fees) of cleari.ng the title, shall exceed the purchase price set :forth inl paragraph 2 above, or if cleari.ng of title should require court action or' if the owners should be unable or refuse to convey title clear of such objectionable exceptions, _liens or encumbrances. If title is not so-cleared, City shall have the ~option to accept title subject to such exception, lien or encumbrance, . without reduction in the purchase price~ or to cancel this Agreement, in which latter case, neither party shall have any further obligation to the other. 9. 'Clo'se' 'of~ ~ESCrOW. On receipt of notice from City, or from said nonprofit corporation as ass.ignee there- of, of the deposit and on receipt of the escrow instructions from either City or said nonprofit corporation; CCMC shall ,. acquire fee title from the 'owners, ~subject to ~e conditions [8 herein set forth, and shall deposit a grant deed in favor of City or said nonprofit corporation, .together with escrow instructions with said 'titie company within ninety' (90) days after receipt of notice. The title company shall then close the escrow and pay CCMC the purchase price, less any 'fees payable by CCMC,-and deliver the deed to City. .10. Prorat'ion. Taxes and any premiums of insurance shall be prorated as of the close of escrow. 11. Fees. CCMC shall pay the cost of-any stamps which are to be attached to the deed to City in accordance. with ~e requirements of any lawful authority and shall also be responsible for the cost .of preparation of said grant deed. The grantee and CCMC shall each pay one-half (1/2) of the escrow fee. ,, -~ 12. Risk' 'of Loss. Any risk of loss to Property shall be borne by CCMC until title has been conveyed to City or said nonprofit corporation, it being agreed that in the event of' any substantial damage or destruction to improvements on the land described in Schedule A prior to the date of clOsing, City shall have the option either to pay said purchase price set forth in paragraph 2 hereinabove in full and to receive the Property subject to such damage and destruction, .together with ~any rights to the proceeds of any insurance which may be in effect. Icovering such improvements, or to cancel and terminate this Agreement, .in which case 'neither party sh~'!l have · any further obl.igation to the other, .it bei.ng agreed ~9 that CCMC shall not in any event be required to repair or reconstruct said improvements', but after notice from City of exercise of its option, CCMC shall be required to maintain insurance against fire and extended coverage risks until the date of closing in an amount not less than an owner would carry for improvements of the type and in the condition then existing in the exercise of prudent business judgment. 13. Option Payment Proration. If City gives CCMC written notice of exercise of the option, and concurrently deposits in escrow the total purchase price in cash or equivalent during the last option month (March 7, 1978, to April 7, 1978), then the option payment for that month shall be prorated at the rate of ONE HUNDRED SIXTY-SIX AND 67/100 DOLLARS ($166.67) perday as of the date of said noti ce and deposit. If City surrenders the option to CCMC by written notice, the option payment for that month shall be prorated at the rate of ONE HUNDRED SIXTY-SIX AND 67/100 DOLLARS ($166.67) per day as of the date of said notice, and City shall not be obligated to make any further option payments. In addition' to the provisions of paragraph 3, if CCMC-elects to cancel and/or terminate this Agreement pursuant to paragraphs 5 and/or 8, or City elects to cancel and/or terminate this Agreement pursuant to the provisions of paragraph 12, ccMc shall return to City'all of the monthly payments theretofOre made by City, without interest. 14. Brokerage Fees. CCMC shall be responsible for brokerage fees incurred by it, including but not limited to fees to be paid to RusseliR. Pratt & Associates pursuant to the existing agreement between- CCMC and said Russell R. Pratt'& Ass6ciates. 15. Supersedence. It is mutually understood and agreed by and between City and CCMC that this Agreement cancels and [10 supersedes that certain Agreement Regarding Purchase of Real Property, dated August 25, 1977, heretofore executed between the parties re- lating to the Property.. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. ATTEST: CITY OF SOUTH SAN FRANCISCO City Clerk By CASTLE & COOKE MERCHANDISING CORPORATION By Its By Its [11 STATE OF HAWAII CITY AND COUNTY OP HONOLULU ) ) ss ) On this day of , 19 77 before me appeared and , to me personally known, · who, b~ing by me duly sworn~ did say that they are · and '~ -respectively, of CASTLE & COOKE MERCHANDISING CORPORATION a California corporation; that the seal affixed to the foregoing instrument is the corporate seal of said corporation; that said instrument was signed and-sealed in behalf of said corporation by authority 'of.its Board' of Directors; and said and -. acknowledged the instrument to be the free act and deed of said corpora'rion. Notary Publi'c, First Cir-cuit State 'of Hawaii My Commission expires Acknowledgment of City of South San Francisco STATE"OF CALIFORNIA ) ) SS COUNTY OF SAN MATEO ) On this day of. , 19 ., before me, , a Notary Publics:in and for the County of San Marco, State of California~ residing therein~ duly commissioned and sworn~ personally appeared C. Walter ... Birkelo known to me to be the City Manager of the City of South San Francisco~ a municipal corpbration and the municipal corporation whose name is subscribed to the-within instrument~ and acknowledged to me that he executed the same on behalf of said City of South San Francisco~ a municipal corporation. IN WITNESS WHEREOF~ I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Publia (Name typed or printed) - ¢ SCHEDULE De~.criptlon of the Leaaed Property All that certain real property situate in the City of' South San Francisco, County of San I.!atco, State of'California, des- - ¢~-lbed as follows: PARCEL A · A portion or Lot lettered "A", as designated on the map entitled "RA)iC}[O BURI-BURI SOUTH SA}I FRA£1CISCO, CALIFOP-~IIA'', which map was Filed iH the Office of the }lecoFder of the County of San Narco, . State' or Ca!I£o~nta on March 22, 19~6'In Book 25 of Raps at' Pages 28, 29 and 30, and belnE also a portion.of the lands as shown on the map entitled "RECORD OF SURV-~Y OF' PROPOSED EXTENSION OF CAI.E~RITAS A%~:IU7- THROUGH LOT "A" OF RANCHO BURI-BUEI SOUTH SAIl PP~.NC!SCO, CALIFO~IIA", which map was filed in the Office o£ the Recorder of the' County or San I.!ateo, State o£ California on July 25, 1955 In Book ~ of Licensed. Land .Surveyors I-laps at Page said portion being mope particularly described as follows: · BEGIIi:'.;ING at the most Northerly corner of said Lot lettered "A"' thence from said point of beginning alone the Southeasterly line of Arroyo Avenue as shown on the Map- first above mentioned South ~l° 30' 00" I-:est 3.00 feet to the true point of beElnnln~ of the lands described hemeln; thence from said true point of beginning South &8°~ ~0' 00" East parallel with the Northeasterly line of said Lot, a distance of 172.16 feet to the NortbwestePl. y botuuda~y llne of the lands ~described in the Deed. from J. F. Barrett and wife et al, to Quality Foods, Inc., a Corpo~ation, dated August 9, 1955 and recorded Septemger 22, 1955 in Book 2880 Official Records of San Marco County, page 578 (88068-i.1); thence South t(l° 30' 00:' ¥lest alon~ the Northwesterly boundary line of said lands 53~.0q feet to the most Weste~!y c0rne~ of . · said lands described in the Deed to Quality Foods, Inc., a Corporation, on the Northeasterly line 0f Ca.-.arltas Avenue as' shown on the ~ecord of Survey map above mentioned; thence 'alonc ' -said line of Camarltas Avenue North 62° 17' 30" %/est 52.27 feet to the most Southerly corner of the lands desc.~Ibed in the Deed from 'J. F. Barrett and wife et al, to Ruby M. Kerr. et al, dated August ~1, 1955 -~_nd recorded September 2~, 1955 in Book 2881 Official Eccords of San :.!arco Coun~.v,. page 26i (88350-:-:);..thence alon5 the $outhcas;erly m-.d [.:ort:%easter!y boundary lines 'of said lands .... ' ' descrls~d in -~-~ DecG to .Ruby [-I Ker~ et al, i;o~n 27~ ~2' .30" East 98.03 £ee~ and :lorth 1~8° 30' .00" %lest 98.03 feet to the Southeasterly line of Arroyo Drive as shown on the map first above m_-ntfoncd; tbcncc North 41° 30' 00" East along said Southeasterly lin,-' ~51.30 feet to the true point of be~Innlns. -- . PAHCEL B - A non-,:~xc~_us-¢{~c casement fo:' perle-rtl~"~ ,... Ini;rcss and eF, ress on, over oi- under tile po~-tion of Lot lettered "A", a~ deslE, natcd on the map entitled "EANCHO BUI{i-~iURI SOrrY!{ SAN FRA::C~SCO, CA[.IFOi{N!A", r~.e of the Record_, of the County wl~lch rna[, ~:as flied In thc O of San Narco, State of California fo 11 ow u: 'flEO][l~lltlG at a polnt which bea:~s'Soutb Ii8~ 30' 1~2.16 fee~ and South ~1~ 30' ~est 198.00 ~eet ~ro~ the }ior~her]y corner or said Lot "A", a~ sho',~n on the above ~entlone~ thence From said point o~ beginning, ~outh ~8~ 30' ~eet; thence South ~1°. 30' 6'est 10.00 feet; thence llortb' ~eet to the poln~ o~ beginning.