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HomeMy WebLinkAbout4.12 Purchase Valley High School Property 600 -`%o CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEETING DATE: September 22, 1986 SUBJECT Purchase of Valley High School Property EXHIBITS ATTACHED Purchase Agreement; Resolution of Amador Valley Joint Union High School District; Resolution of the City of Dublin RECOMMENDATION 1) Adopt Resolution approving the purchase agreement and authorizing execution of said agreement 2 ) Authorize a transfer of $500, 000 from the City' s Facility Acquisition & Construction & Street Improvement Reserves FINANCIAL STATEMENT: Total purchase price of approximately 1. 6 acres is $841, 675. A $500, 000 deposit will be required during Fiscal Year 1986-87 and the balance of the purchase price, $341, 675 would be paid at the close of escrow which is anticipated by' July 15, 1987, or Fiscal Year 1987-88. The balance of the purchase price would be reduced by interest at a rate of 7 1/2% on the $500, 000 once it is deposited in escrow. DESCRIPTION For sometime, the City of Dublin and the Amador Valley Joint Union High School District have been in negotiation over the purchase of the Valley High School site consisting of 1. 6 acres . The City has viewed the purchdse of the site. as desirable ' in order to consolidate this parcel with the Civic Center site . The Amador Valley Joint Union High School District has agreed to sell the property to the City at a purchase price of $841, 675. The District has also agreed that the District would remove the school buildings presently located on the property by July 15, 1987 . The School District intends to utilize the buildings for the 1986-87 school year. . The agreement requires the City to deposit $500, 000 in escrow so that the School District can use those funds for the acquisition of a new site for Valley High School . The District has agreed to pay interest on those funds at a rate of 7 1/2% at such time that it draws the funds from escrow. That interest would be paid to the City upon the close of escrow or deducted from the balance of the purchase price. Although the agreement requires the City to deposit the $500, 000 within 30 days following the date of the agreement, the School District ' s real estate representative has indicated that the District may want to have the City defer the deposit of those funds into escrow until the District has located another site for Valley High School. It is our understanding that the City would deposit those funds when notified by the School District of the necessity to draw upon those funds . The -City Attorney has indicated that this could be accomplished by a side letter attached to the agreement which he would prepare pending City Council approval. It is Staff ' s recommendation that the City Council adopt a resolution approving the purchase of this property and authorizing the Mayor to execute the agreement, as well as authorize an additional appropriation of $500, 000 from the Facility Acquisition and Construction and Street Improvement Reserves . ---------------------------------------------------------------------------- COPIES TO: Tom Treto ITEM NO. ,�� AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is entered as of the day of October, 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 Approval 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) Delivery 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: r To Seller: AMADOR -VALLEY JOINT UNION HIGH 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. 0. 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- w 16. Captions. All captions and headings in this Agreement are for the purpose of reference and convenience and shall not limit or expand the provisions of this Agreement. 17. Time. Time is of the essence for every provision herein contained in this Agreement. 18. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all counterparts shall constitute one instrument. IN WITNESS WHEREOF, the parties hereto have executed one or more copies of this Agreement on the date (s) set forth below, as of the day and year first above written. "Seller" AMADOR VALLEY JOINT UNION HIGH SCHOOL DISTRICT By CLeI ws- Date: September 17. 1986 "Buyer" CITY OF DUBLIN, a municipal corporation By Its Date: -7- 06804 .. P1?. D E S C R I P -T I O N All that certain real property situated in the City of Dublin, County of Alameda, State of California described as follows: PARCET, 1 : A PORTION of Tract "B" of Parcel No . 6 and described in the final judgment rendered Jule 24 , 1944 , in the United States District Court for the Northern District of California, Southern Division, in Case No. 2460-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 17' 16 ' 06" West 436 .30 feet to the northeasterly line of the land described in the deed from Volk-McLain Communities, Inc. formerly the Volk-McLain Co. to Murrav 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 o land and the direct extension northwesterly thereof North 21 ° 59 ' 10 " West 563 . 44 feet to the POINT OF BEG INI�7ING. 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 lire 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 8&604 P122 said point of commencement also being the easteriv terminus o= the course designated as North 730 3C ' 00" West 3839 .81 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-17126) ; thence alone said northerly line of Dublin Boulevard North 720 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 670 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 from a tangent that bears South 880 22 ' 51 . 33" West and alone said 300C . 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 290 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 210 49 ' 23" East 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 720 43 ' 54 " East 40 . 83 feet to the true point of beginning of this description. Co ,�bnly known as: 6900 Dublin Boulevard Alameda County Account No. 941-1401-23-1 EXHIBIT A RESOLUTION NO. 1986-87.10 AMADOR VALLEY JOINT UNION HIGH SCHOOL DISTRICT NOTICE OF INTEND TO DISPOSE OF SURPLUS REAL PROPERTY VALLEY HIGH SCHOOL WHEREAS Valley High School site, a 1.6 acre parcel located in Dublin, County of Alameda, California, will be surrounded by the soon to be constructed Civic Center; and WHEREAS the site is the property of Amador Valley Joint Union High School District, Alameda, County, California and will not upon the sale thereof as hereinafter provided be needed for classroom buildings at the time of delivery of title or possession; and NOW THEREFORE, be it resolved that the board intends to dispose of the said real property and does hereby make it available to the City of Dublin for the purchase price of Eight Hundred Forty-One Thousand Six Hundred Seventy-Five Dollars ($841,675). Terms to be negotiated. PASSED AND ADOPTED by the Board of Trustees of the Amador Valley Joint Union High School District, State of California on this 17th day of September, 1986. AYES Kendall , Haugen, Melander NOES None ABSENT Biddle, Damerval Cler ,O oar of Trust , A or Valley JoiP'tt/�Union High School District, Counties of Alameda and Contra Costa, State of California RESOLUTION NO. - 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. PASSED, APPROVED AND ADOPTED this 22nd day of September, 1986. AYES : NOES : ABSENT: Mayor ATTEST: City Clerk _,.;..,...... �;.r.;.....- (;,..n:--r n...rr•-m xasr-.• :•z ...... ....r.-w.n•,.xr.. ,.... :. - .. .pub.•..