LINDSAY CITY COUNCIL
SPECIAL MEETING AGENDA
City Hall, 251 E. Honolulu St., Lindsay, CA 93247
Notice is hereby given that the Lindsay City Council will hold a Special Meeting on June 28, 2022, at 5:55 PM in person and via webinar. The webinar address for members of the public is https://zoom.us/j/99279557087.
Persons with disabilities who may need assistance should contact the City Clerk at least 24 hours prior to the meeting at (559) 562-7102 ext. 8034 or via email at [email protected].
1. CALL TO ORDER
2. ROLL CALL
3. PUBLIC COMMENT
The public is invited to comment on any subject under the jurisdiction of the Lindsay City Council.
Comments shall be limited to three (3) minutes per person, with thirty (30) minutes for the total comment period, unless otherwise indicated by the Presiding Officer. The public may also choose to submit a comment before the meeting via email. Public comments received via email will be distributed to the Council prior to the start of the meeting and incorporated into the official minutes; however, they will not be read aloud.
4. ACTION ITEMS
4.1 Consider Approval of Purchase and Sale Agreement of Commercial Property Located at 122 E.
Honolulu St., Lindsay CA 93247 (APN 205-236-013), Authorize an Escrow, and Authorize City Manager to Execute Any Documents Thereto (pp. 2 – 8)
Presented by Joseph M. Tanner, City Manager
5. ADJOURNMENT
Lindsay City Council meetings are held in the City Council Chambers at 251 E. Honolulu Street in Lindsay, California beginning at 6:00 P.M. on the second and fourth Tuesday of every month unless otherwise noticed.
Materials related to an Agenda item submitted to the legislative body after distribution of the Agenda Packet are available for public inspection in the office of the City Clerk during normal business hours. Complete agenda is available at www.lindsay.ca.us. In compliance with the Americans with Disabilities Act & Ralph M. Brown Act, if you need special assistance to participate in this meeting, or to be able to access this agenda and documents in the agenda packet, please contact the office of the City Clerk at (559) 562-7102 x 8034. Notification 48 hours prior to the meeting will enable the City to ensure accessibility to this meeting and/or provision of an alternative format of the agenda and documents in the agenda packet.
June 28, 2022 Special Meeting of the Lindsay City Council
STAFF REPORT
TO: Lindsay City Council
FROM: Joseph M. Tanner, City Manager
DEPARTMENT: City Manager
ITEM NO.: 4.1
MEETING DATE: June 28, 2022
ACTION & RECOMMENDATION
Consider Approval of Purchase and Sale Agreement of Commercial Property Located at 122 E. Honolulu St., Lindsay CA 93247 (APN 205-236-013), Authorize an Escrow, and Authorize City Manager to Execute Any Documents Thereto.
BACKGROUND | ANALYSIS
On June 13, 2022, the City of Lindsay (“City”) and Salvador Perez (“Grantor”) executed a Commercial Purchase Letter of Intent for the purchase of the property located at 122. E. Honolulu St., Lindsay, CA 93247 (“Property”). After execution of the Letter of Intent, a binding purchase agreement was constructed to the benefit of the parties involved. On June 24, 2022, the City sent a Purchase and Sale Agreement (“Agreement” to Mr. Perez for the commercial property. On June 27, 2022, Mr. Perez signed the Purchase and Sale Agreement before City representatives. The Purchase and Sale Agreement is subject to and conditional upon approval by the Lindsay City Council. For the City to acquire the property and move any further in the property acquisition process, the City Council must authorize the Agreement.
This property acquisition is exempt from review under the California Environmental Quality Act (CEQA).
FISCAL IMPACT
The purchase price is one dollar ($1.00), and the City will pay all costs incurred from the June 11, 2021, Fire Response after the close of escrow as well as the cleanup and rehabilitation costs for the property.
ATTACHMENTS
• Purchase and Sale Agreement
June 28, 2022 Special Meeting of the Lindsay City Council
APN: 205-236-013 City of Lindsay / Salvador Perez
PURCHASE AND SALE AGREEMENT
of Commercial Property Located at
122 E. Honolulu St., Lindsay, CA 93247
THIS AGREEMENT is made and entered into by and between Salvador Perez (hereinafter called "Grantor"), and The City of Lindsay, a Municipal Corporation, (hereinafter called "City").
Instruments in the form of a Grant Deed ("Deed") covering the commercial property particularly described therein ("Property"), will be executed concurrently with this Agreement and delivered to City representatives.
In consideration of which, and other considerations hereinafter set forth, it is mutually agreed as follows:
1. The parties have herein set forth the whole of their agreement. The performance of this Agreement constitutes the entire consideration for said document and shall relieve the City of all further obligation or claims on this account, or on account of the location, grade or construction of the proposed public improvement.
2. The City shall:
A. PAYMENT- Pay to the order of the Grantor the sum of $1.00 as consideration in full for the Property, for the loss, replacement and moving of any improvements, and for entering into this Agreement. Said sum shall be paid when title to the Property has vested in City free and clear of all liens, encumbrances, assessments, easements and leases recorded or unrecorded, except for recorded public utility easements and public right of way.
B. APPLICABLE TERMS - Not pursue the collection of any debt owed by the Grantor to the City incurred from the June 11, 2021 Fire Response after the close of escrow. Not pursue the collection of any future payment from the Grantor for costs incurred by the City for the cleanup and rehabilitation of the Property.
C. Grantor assumes all liability as a result of the fire that occurred on June 11, 2021 outside of the direct costs of cleaning up debris from the property.
D. RECORDATION OF INSTRUMENT - Accept the Deed and cause the same to be recorded in the office of the Tulare County Recorder at such time as when clear title can be conveyed.
E. MISCELLANEOUS COSTS - Pay any escrow, title insurance, and recording fees incurred in this transaction.
F. CLEARANCE OF BONDS. ASSESSMENTS. OR DELINQUENT TAXES - Have the authority to deduct and pay from the amount shown in Clause 2.A. above any amount necessary to satisfy any bond demands and delinquent taxes due in any year except the year in which the Deeds record, together with penalties and interest thereon, and/or delinquent and unpaid nonJune 28, 2022 Special Meeting of the Lindsay City Council
APN: 205-236-013 City of Lindsay / Salvador Perez
delinquent assessments which have become a lien as of the date of recordation of the Deeds.
3. The Grantor:
A. PAYMENT ON MORTGAGE OR DEED OF TRUST - Agrees that any or all monies payable under this Agreement up to and including the total amount of the unpaid principal and interest on the note(s) secured by mortgage(s) or deed(s) of trust, if any, and all other amounts due and payable in accordance with the terms and conditions of said mortgage(s) or deed(s) of trust, shall upon demand(s) be made payable to the mortgagee(s) or beneficiary(s) entitled thereunder.
Grantor shall cooperate with the Escrow Officer in obtaining lien clearance documents from any and all creditors holding liens against the Property.
B. LEASE INDEMNIFICATION - Warrants there are no oral or written leases on all or any portion of the Property, or if there are such leases, Granter agrees to hold the City harmless and reimburse City for any and all of its losses and expenses occasioned by reason of any lease of said Property held by tenant of Granter.
C. PERMISSION TO ENTER - Hereby grants to the City, its agents and contractors, permission to enter the Property prior to the close of escrow for the purposes of preparation for the construction of the City's facilities, subject to all applicable terms and conditions contained in this Agreement and the associated Deed.
D. TITLE INDEMNITY AND WARRANTY - In consideration of the City waiving the requirements to clear any defects and imperfections in all matters of record title, the Grantor indemnifies and holds the City harmless from any and all claims that other parties may make or assert on the title to the Property. Grantor's obligation to indemnify the City shall not exceed the amount paid to the Grantor under this Agreement. Grantor hereby represents and warrants that he/she/they are the sole vested owners of the Property, holding all ownership and possessory rights, and are the authorized signatories to grant the rights referenced in this Agreement without conflict or claims from other parties.
E. HAZARDOUS SUBSTANCES – There is no pending claim, lawsuit, agency proceeding, or any administrative challenge concerning the presence or use of hazardous substances on or within the Property or Grantor's remaining adjacent property.
Grantor has not used the Property, or Grantor's remaining adjacent property, for any industrial operations that use hazardous substances. Grantor is not aware of any prior use of such property.
Grantor has not installed any underground storage tanks, above ground storage tanks, barrels, sumps, impoundments or other containers used to contain hazardous substances on any part of the Property or Grantor's remaining adjacent property. Grantors are not aware of any such prior installations. The purchase price of the Property being acquired reflects the fair market value of the Property without the presence of contamination. If the Property is found to be contaminated by the presence of hazardous substances which require mitigation under Federal or State law, June 28, 2022 Special Meeting of the Lindsay City Council
APN: 205-236-013 City of Lindsay / Salvador Perez
City may elect to recover its cleanup costs from those who caused or contributed to the contamination.
F. TAX REPORTING AND WITHHOLDING -The Foreign Investment in Real Property Tax Act of 1980 ("FIRPIA"), as amended by the Tax Reform Act of 1984, places special requirements for tax reporting and withholding on the parties to a real estate transaction where the transferor (Grantor) is a non-resident alien or non-domestic corporation or partnership, or is a domestic corporation or partnership controlled by a non-resident or non-resident corporation or partnership. In accordance with the provisions of Section 1445 of the Internal Revenue Code of 1954, as amended, and any regulations promulgated thereunder, Grantor shall execute an affidavit under penalty of perjury setting forth Grantor's name, address, federal tax identification number, and certifying whether Granter is a "foreign person" in accordance with the provisions of the Internal Revenue Code. Further, tax withholding may be required in accordance with the California Revenue and Taxation Code Section 18662. It is specifically understood and agreed by Grantor that closing of this escrow is subject to, and contingent upon, deposit into escrow of a FIRPTA Affidavit of Non-Foreign Status and a California Form 593-C, Real Estate Withholding Certificate and associated required paperwork, completed and signed by Grantor, and Escrow Agent is hereby authorized and instructed to withhold from Grantor's proceeds amounts so required by these laws and to forward any amounts withheld to the appropriate taxing authority.
G. INDEMNIFICATION - Indemnify and hold harmless City from any and all claims, damages, costs, judgments, or liability arising from the June 11, 2021 fire occurring at 122 E.
Honolulu St., Lindsay, CA 93247.
4. The Parties agree:
A. ESCROW - At City's option, to open an escrow in accordance with this Agreement at an escrow company of City's choice. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time.
If an escrow is utilized, as soon as possible after opening of escrow, City will deposit the executed Deeds by Grantor, with Certificate of Acceptance attached, with the escrow agent on Grantor's behalf. City agrees to deposit the purchase price upon demand of escrow agent. City and Grantor agree to deposit with escrow agent all additional instruments as may be necessary to complete this transaction. All funds received in this escrow shall be deposited with other escrow funds in a general escrow fund account(s) and may 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 or wire transfer from such account.
Any taxes which have been paid by Grantor, prior to opening of this escrow, shall not be pro-rated between City and Grantor, but Grantor shall have the sole right after close of escrow, to apply to the County Tax Collector of said County for any refund of such taxes which may be due Grantor for the period after City's acquisition.
June 28, 2022 Special Meeting of the Lindsay City Council
APN: 205-236-013 City of Lindsay / Salvador Perez
B. Grantor is responsible for 50% share of escrow costs and 100% taxes, fees and assessments on the property.
i) ESCROW AGENT DIRECTIVES - Escrow Agent is authorized to, and shall:
a) Pay and charge Grantor for any unpaid delinquent taxes and/or any penalties and interest thereon, and for any delinquent assessments or bonds against that portion of Grantor's property subject to this transaction as required to convey clear title.
b) Pay and charge City for any escrow fees, charges and costs payable under Paragraph 2.C. of this Agreement;
c) Disburse funds and deliver Deeds when conditions of this escrow have been fulfilled by City and Grantor.
ii) CLOSE OF ESCROW - 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 hereby authorized.
C. MISCELLANEOUS REALTY ITEMS ACQUIRED - Payment in Clause 2.A. includes, but is not limited to, payment for landscaping, fencing, irrigation, concrete walkways, concrete driveway and gravel, which are considered to be part of the realty and are being acquired by City in this transaction.
D. JUDGMENT IN LIEU OF DEED - In the event Grantor does not deliver title in a reasonable time under the terms of the Agreement, the City may file an action in eminent domain to pursue the acquisition of the Property, and this Agreement shall constitute a stipulation which may be filed in said proceedings as final and conclusive evidence of the total amount of damages for the taking, including all of the items listed in Section 1260.230 of the Code of Civil Procedure, regarding said property rights.
E. ARTICLE HEADINGS - Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Agreement.
F. COMPLETE UNDERSTANDING - This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral.
This Agreement may not be amended except in writing by the parties hereto or their June 28, 2022 Special Meeting of the Lindsay City Council
APN: 205-236-013 City of Lindsay / Salvador Perez
successors or assigns.
G. CITY COUNCIL APPROVAL - This Agreement is subject to and conditioned upon approval by the Lindsay City Council. This Agreement is not binding upon the City until executed by the appropriate City official(s) acting in their authorized capacity.
H. 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 document.
I. ELECTRONIC AND FACSIMILE SIGNATURES - In the event that the parties hereto utilize electronic or facsimile documents which include signatures, such documents shall be accepted as if they bore original signatures provided that documents bearing ORIGINAL SIGNATURES are provided following transmittal of the electronic or facsimile signature.
Documents for recordation by the Clerk Recorder must contain original signatures.
J. NO THIRD-PARTY BENEFICIARIES INTENDED - Unless specifically set forth, the parties to this Agreement do not intend to provide any other party with any benefit or enforceable legal or equitable right or remedy.
K. BINDING EFFECT - This Agreement shall inure to the benefit of and constitute a binding obligation upon the successors and assigns of the parties hereto.
No Obligation Other Than Those Set Forth Herein Will Be Recognized.
June 28, 2022 Special Meeting of the Lindsay City Council
APN: 205-236-013 City of Lindsay / Salvador Perez
GRANTOR:
Salvador Perez
186 Emily Forest Way
Pendergrass, GA 30567
By: ________________________________ Date:________________________________ CITY OF LINDSAY:
Joseph M. Tanner, City Manager
251 E. Honolulu St.
Lindsay, CA 93247
By: ________________________________ Date:________________________________ June 28, 2022 Special Meeting of the Lindsay City Council