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HomeMy WebLinkAboutReso 097-86 AVJUHS VlyHighSiteRESOLUTION NO. 97- 86 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AN AGREEMENT OF PURCHASE AND SALE OF THE VALLEY HIGH SCHOOL PROPERTY WHEREAS, the City is desirous of purchasing approximately 1.6 acres of real property known as the Valley High School property from the Amador Valley Joint Union High School District; and WHEREAS, the CitY has determined that this property would be a valuable asset in the development of the overall Civic Center site; and WHEREAS, the Amador Valley Joint Union High School District has agreed to sell this property to the City and has executed an Agreement of Purchase and Sale prepared by the Dublin City Attorney (which is attached and herein incorporated). NOW, THEREFORE, BE IT RESOLVED that the Dublin City Council approves the Agreement of Purchase and Sale of Valley High School property and authorizes the Mayor to execute said agreement. BE IT FURTHER RESOLVED that the Dublin City Council authorizes the City Attorney to draft a side letter with respect to the timing of the deposit required by the agreement into escrow. 1986. PASSED, APPROVED AND ADOPTED this 22nd day of September, AYES: CoUncilmembers Hegarty,. Jeffery, Moffatt, Vonheeder and Mayor Snyder NOES: None ABSENT: None ATTEST_~___~>: ~~__~ --- CitY Cl~-k --- AGREEFiE1TI' OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is September-~' entered as of the 22nd day of Ge~ebe~, 1986, by and between AMADOR VALLEY JOINT UNION HIGH SCHOOL DISTRICT ("Seller"), a California corporation, and the CITY OF DUBLIN ("Buyer"), a municipal corporation. THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. Seller is the owner of certain real property ("the Property") located in the City of Dublin, County of Alameda, State of California. The Property is improved with buildings which house Valley High School and is more particularly described in Exhibit "A", attached hereto. B. Seller now desires to sell the Property to Buyer, and Buyer desires to purchase the Property, on all of the terms, covenants and conditions hereinafter set forth. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties, the parties hereto agree as follows: 1. Purchase and Sale. Seller shall sell the Property to Buyer, and Buyer shall purchase the Property from Seller, on all of the mutual terms, covenants and conditions set forth in this Agreement. 2. Escrow. Within five (5) days following the date of this Agreement, Buyer shall establish an escrow (Escrow No. 88804) for the close of the purchase and sale of the Property at Northwestern Title Insurance Company ("Title Company"), 351 St. Mary's Street, Pleasanton, California. 3. Purchase Price. Buyer shall pay Seller a purchase price for the Property in the amount of EIGHT HUNDRED FORTY-ONE THOUSAND SIX HUNDRED SEVENTY-FIVE DOLLARS ($841,675.00). The purchase price shall be paid as follows: (a) FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) ("the Cash Deposit") shall be deposited into escrow within thirty (30) days following the date of this Agreement. The Cash Deposit shall be subject to immediate withdrawal by Buyer. (b) The balance of the purchase price ("the Cash Balance") shall be paid in cash at the close of escrow, provided, however, that Buyer shall receive a credit against said balance in an amount equal to the Interest Payment as that term is hereafter described. 4. Interest Payment. Seller shall pay to Buyer interest on the Cash Deposit of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) at the rate of seven and one-half percent (7-1/2%) interest for the period of time from the date of the Cash Deposit into escrow to the date escrow closed, or the date Seller removes the buildings from the Property, whichever first occurs. Payment of said interest ("the Interest Payment") shall be made by allowing Buyer a credit against the Cash Balance in an amount equal to the Interest Payment. In the event that the sale of the Property is not consummated for any reason, Seller shall, upon written demand by Buyer, immediately pay to Buyer the sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00), together --2-- with interest thereon at the rate of seven and one-half percent (7-1/2%) per annum for the period of time that Seller had the use of the Cash Deposit. 5. Removal of School Buildings. Seller shall have the use of the buildings on the Property for the 1986-1987 school year, provided however, Seller shall remove said buildings from the Property by no later than July 15, 1987. 6. Conditions of Title. (a) Review and A~roval of Title Report. Within five (5) days after receipt, Buyer shall review and approve the preliminary title report ("the Title Report") for the Property, to be issued by Title Company. The matters set forth in any survey Buyer obtains for the Property (at Buyer's expense) and the conditions of title to the Property set forth in the Title Report, other than exceptions for liens of deeds of trust or other mortgage indebtedness, are hereinafter referred to as the "Conditions of Title". Buyer shall have ten (10) days in which to approve the preliminary title report. Escrow shall not close unless and until Buyer has approved the preliminary title report. (b) Deliver.[ of Title. Conclusive evidence of delivery of title to the Property by Seller to Buyer shall be the willingness of Title Company to issue, upon payment of title Company's regularly scheduled premium, a standard form owner's policy of CLTA title insurance (the "Title Policy"), in the amount of the Purchase Price, showing title to the Property vested of record in Buyer, subject only to the Conditions of Title and the standard printed exceptions of the Title Policy. --3-- 7. Deposits Into Escrow. Prior to the Closing Date, as defined in Subsection 8(a), the parties shall deposit into escrow the funds and documents described in this Section 7. (a) Seller. Seller shall deposit a duly executed and acknowledged Grant Deed conveying the Property to Buyer; (b) Buyer. Buyer shall deposit the following: (1) Written approval of the Title Report; (2) The Cash Payment; (3) The Cash Balance; and (4) Additional cash in the amount necessary to pay Buyer's share of closing costs and prorations, as hereinafter set forth. 8. Close of Escrow. (a) Time. Escrow shall close on a date that is not later than ten (10) days after the date on which Seller has removed the buildings from the Property. (b) Procedure. Title Company shall close escrow as follows: (1) Record the Deed and deliver the Deed to Buyer; (2) Deliver a certified copy of the recorded Deed to Seller; (3) Pay to Seller the Cash Balance reduced by Seller's Interest Payment to Buyer and Seller's share of closing costs and prorations, as hereinafter set forth; and (4) Deliver the Title Policy to Buyer. --4-- (c) Special Instruction to Title Company. Buyer and Seller may deposit separate escrow instructions with Title Company provided that the additional escrow instructions do not change or conflict with the terms of this Agreement. (d) Incorporation of Escrow Instructions. Buyer and Seller hereby incorporate the standard provisions of the escrow agreement commonly used by Title Company in the Dublin area. This Agreement shall serve as escrow instructions, and an executed copy of this Agreement shall be deposited by Seller with Title Company following execution hereof. The parties agree to execute for the benefit of Title Company such additional escrow instructions as Title Company shall require, provided that the additional escrow instructions do not change the terms of this Agreement, but merely offer protection for Title Company. 9. Successors and Assigns. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided however, that Buyer shall not, prior to the Close of Escrow, assign Buyer's interest in this Agreement and the Property without the prior written consent of Seller, which consent may be withheld in Seller's sole and absolute discretion. 10. Survival. The terms, covenants and conditions herein contained which are required to be operative after delivery of the Grant Deed in order to be fully effective, shall be so operative and shall not be deemed to have merged in the Grant Deed. --5-- 11. Entire Agreement. This Agreement contains all of the covenants, conditions and agreements between the parties and shall supersede all prior correspondence, agreements and understandings, both verbal and written. No addition or modification of any term or provision shall be effective unless set forth in writing and signed by both Seller and Buyer. 12. Attorneys' Fees. In the event of any litigation regarding the rights and obligations of the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and court costs. 13. Notices. All notices or other communications required or permitted hereunder shall be in writing and either delivered by hand or deposited in the United States mail, first-class, postage prepaid, and addressed as follows: To Seller: AMADOR VALLEY JOINT UNION HIG~ SCHOOL DISTRICT c/o Land Planning Consultants 205 F Main Street Pleasanton, CA 94566 To Buyer: Richard C. Ambrose City Manager CITY OF DUBLIN P. O. Box 2340 Dublin, CA-94568 The foregoing addresses may be changed by written notice to the other party as herein provided. 14. Exhibit. Exhibit "A" is attached hereto and incorporated herein by reference thereto. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. --6-- 88804 DESCRIPTION Pi2! Ail that certain real property situated in the City of Dublin, County of Alameda, State of California described as follows: PARCEL !: A PORTION of Tract "B" of Parcel No. 6 and described in the final judgment rendered Jul]~ 24, 1944, in the United States District Court for the Northern District of California, Southern Division, in Case No. 22460-G, entitled "United States of America V. 105.19 acres of land", a certified copy of which judgment was recorded April 4, 1945, in Book 4681, Page 234 Official Records of Alameda County; BEGINNING at the northwesterly corner of said Tract "B" of Parcel No. 6, said northwesterly corner beginning also on the southern line of County Road No. 35 (formerly Road iV, Alameda County, Route 5, Section B) being also known as Dublin Boulevard; thence along said southern line South 72° 43' 54" East 356.53 feet; thence leaving last said line South !7~ 16' 06" West 436.30 feet to the northeasterly line of the land described in the deed from Volk-McLain Communities, Inc. formerly the Vo!k-McLain Co. to Murray School District of Alameda County, State of California, a Public Corporation recorded October 28, 1966 in Reel 1864, Image 533, under Recorder's Series No. AY/123533 in Official Records of Alameda County; thence along said northeasterly line of last said parcel of land and the direct extension northwes~terly thereof North 21° 59' 10" West 563.44 feet to the POINT OF!BEGINNING. EXCEPTING AND RESERVING therefrom a strip of land 17.00 feet in width adjacent to the northeast line of said property for the widening of Dublin Boulevard. EXCEPTION THEREFROM that portion deeded to Murray School District of Alameda County by deed recorded September 17, 1980 Series 80-160913 Official Records of Alameda County. PARCEL 2: COMMENCING at the intersection of the westerly line of Dougherty Road, as it existed in October 1964, and the northerly line of Dublin Boulevard (formerly known as "Old State Highway leading from Dublin to Livermore"), as it existed in October, 1964; said westerly line of Dougherty Road being 25 feet from the measured at right angles to the center line of Dougherty Road and said northerly line of Dublin Boulevard being 47 feet from and measured at right angles to the center line of Dublin Boulevard; EXHIBIT A 88804 Pi2i said point of conur~encement also being the easterly terminus of the course designated as North 73° 30' 00" We~t 3839.8_1 feet in the deed by C. M. Dougherty to the County of Alameda, dated March 23, 1917, recorded May 3, 1917, in Book 2565 of Deeds, Page 182, Alameda County Records (R-17!26); thence along said northerly line of Dublin Boulevard North 72° 43' 54" West 2299.89 feet; thence South 17° 16' 06" West 89.00 feet to the true point of beginning of this description; thence south 21° 59' 10" East 866.67 feet; thence South 67° 42' 00" West 374.23 feet to a point on the arc of a 3000.28 foot radius curve, said point also being on the northeasterly right of way line of the State Freeway Route 680, Alameda County; thence along said northeasterly right of way line %rom a tangent that bears South 88° 22' 51.33" West and along said 3000.28 foot radius curve to the left 370.95 feet through an angle of 7° 05' 02.33"; thence tangent to said curve South 81° 17' 49" West 112.10 feet; thence North 12° 23' 14" West 36.60 feet to the beginning of a tangent 124.00 foot radius curve to the right; thence along said curve 90.97 feet through an angle of 42° 02' 09"; thence non-tangent to said curve North 25° 57' 36" East 217.80 feet; thence North 29° 38' 55" East 550.22 feet to the beginning of a tangent 562.06 foot radius curve to' the left; thence along said curve 86.64 feet through an angle of 8° 49' 55"; thence non-tangent to said curve North 21° 49' 23" E~st 142.29 feet to a point on the right of way of Dublin Boulevard as it not exists; thence along said right of way South 72° 43' 54" East 40.83 feet to the true point of beginning of this description. Commonly known as: 6900 Dublin Boulevard Alameda County Account No. 941-1401-23-1