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HomeMy WebLinkAboutWillow County Water District 2026-07-01 purchase1 REAL PROPERTY PURCHASE AGREEMENT AND LEASE This Real Property Purchase Agreement (“Agreement”) is made in Ukiah, California between Willow County Water District (“Seller” or “District”) and the City of Ukiah (“Buyer” or City”). Seller and Buyer are at times collectively referred to below as the “Parties” or individually as a “Party.” Seller is the owner of that certain real property located at 151 Laws Avenue in Ukiah, California, also known as Mendocino County Assessor’s Parcel Number (“APN.”) 003-420-47 the “Property”), being substantially as described herein in the Legal Description as Exhibit "A" attached hereto and made a part hereof. Buyer desires to purchase the Property from Seller and lease the Property pending close of escrow as further provided herein. I PURCHASE AGREEMENT 1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Buyer and Buyer hereby agrees to purchase the Property from Seller. Pending close of escrow, as further provided herein Seller agrees to lease the Property to Buyer and Buyer agrees to lease the Property from Seller, pending close of escrow, pursuant to the Lease Pending Close of Escrow Agreement attached hereto as Exhibit B. 2. Purchase Price: Buyer agrees to pay and Seller agrees to accept from Buyer Five Hundred Thousand, Dollars ($500,000) as the full purchase price for the Property. 3. Condition of Title: Title to the Premises shall be free and clear of all liens, except for taxes not yet due, and all leases, easements and encumbrances not approved by Buyer. 4. Escrow: Buyer shall open escrow with a title company of its choice within five (5) days from the effective date of this Agreement and deposit with the title company $250,000, which shall be applied toward the total purchase price. The parties shall deliver escrow instructions to the escrow agent within 14 days from the effective date of this Agreement, which shall include the following: a. Closing Date: Escrow shall close on or before December 1, 2026. b. Preliminary title report and title insurance: Buyer shall have 10 days from the Effective Date to approve a preliminary title report. If Buyer disapproves the report, it must provide written notice of such disapproval to Seller. Buyer shall have no further obligations under this Agreement and shall be entitled to the return of any money or documents deposited with the escrow agent, if it gives Seller timely written notice that it disapproves of title as set forth in a preliminary title report. If Buyer fails to provide such timely written notice, it shall be deemed to have waived all objections to title. The title company must issue prior to closing a CLTA title insurance policy in the amount of the total purchase price, listing only those exceptions approved by Buyer. COU No. 2526-195a 2 c. Inspections and Condition of Premises: Buyer is purchasing the Property in its AS IS condition without any representation or warranty from Seller as to its condition. Buyer shall have 30 days from the Effective Date to obtain and approve any inspections of the Premises as it deems necessary. Seller shall provide Buyer and its inspectors with reasonable access to the Premises for inspection purposes. If Buyer disapproves of a timely inspection report, it must provide written notice of such disapproval to Seller. Buyer shall have no further obligations under this Agreement and shall be entitled to the return of any money or documents deposited with the escrow agent, if it gives Seller timely written notice that it disapproves of a timely inspection report, a copy of which it has provided to Seller. If Buyer fails to provide such timely written notice, it shall be deemed to have waived all objections to the condition of the Premises. d. Seller Disclosures: Seller discloses the following information it has concerning the condition of the Property and the Easement. 1) Flood Hazard Area Disclosure: The Property and the Easement or a portion thereof are located within a Federal Emergency Management Agency (FEMA) "Special Flood Hazard Area." 2) Geologic Hazard Zone: The Property is not located within a Special Studies Zone as designated under Public Resources Code §§ 2021-2625. e. Closing costs: Buyer shall pay all escrow and title insurance costs of said conveyance. Real property taxes, assessments and insurance premiums, if any, shall be prorated between the parties from the date the deed is recorded in the official records of Mendocino County. All pro- rations shall be made on the basis of a 365-day year or 30 day month as applicable. f. Payment of purchase: Buyer shall deposit by check or by wire transfer the balance of the purchase price prior to close of escrow, unless the City Council fails to appropriate the $250,000 balance of the purchase price plus Buyer’s share of closing costs and escrow fees prior to the Closing Date. 6. Right of Possession: Buyer's right of possession shall commence upon Close of Escrow. Pending Close of Escrow Buyer shall have possession of the Property under the Lease (Exhibit B). 7. Force Majeure: The time for performing any condition under this Agreement shall be extended, and the obligations of Buyer suspended, by the number of days during which the performance of that condition is prevented due to fire, flood, unusual weather events, strikes, labor disputes, shortages, utility curtailments, power failures, explosions, civil disturbances, the time required to satisfy government regulatory requirements beyond the minimum periods permitted by law, acts of God, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties or any other reason beyond the reasonable control of the Buyer. 8. Notice: Whenever notice is permitted or required under this Agreement, it shall be deemed given when personally served by personal delivery, fax or overnight courier, or when deposited in the United States mail with proper first class postage affixed thereto and addressed as follows: 3 BUYER: SELLER: City of Ukiah Willow County Water District Attention: City Manager Attention: General Manager Ukiah Civic Center 151 Laws Avenue 300 Seminary Ave. Ukiah, CA 95482 Ukiah, CA 95482 Either party may change its official address by giving notice as provided in this paragraph. 9 Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile or electronic signatures will have the same legal effect as original signatures. 10. Waivers. No waiver of any breach of any covenant or provision contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of time for performance of any other obligation or act except those of the waiving party, which will be extended by a period of time equal to the period of the delay. 11. Successors and Assigns. This Agreement may not be assigned by either Party in whole or in part without the prior written consent of the other Party. This Agreement is binding upon and inures to the benefit of the Parties’ permitted successor and assigns. 12. Entire Agreement. This Option Agreement constitutes the entire contract between the parties hereto and may not be modified except by an instrument in writing signed by the party to be charged. 13. Time of Essence. LESSEE and LESSOR hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation, and provision hereof. 14. Construction. The Parties agree and their respective advisors believe that this Agreement is the product of all of their efforts, that it expresses their agreement and that it should not be interpreted in favor of or against either party. 15. Governing Law. The Parties expressly agree that this Agreement will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The Parties mutually consent to jurisdiction and venue in the courts of Mendocino County and waive any objections to the jurisdiction or venue of such courts. THE PARTIES WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE OR ANY EMERGENCY OR STATUTORY REMEDY. Legal Description 20261002MH Legal Description Parcel 2, as numbered and designated upon that certain Parcel Map filed March 15, 1974 in Map Case 2, Drawer 23, Page 70, Mendocino County Records. APN: 003-420-47-00 5 EXHIBIT A Legal Description 20261002MH Legal Description Parcel 2, as numbered and designated upon that certain Parcel Map filed March 15, 1974 in Map Case 2, Drawer 23, Page 70, Mendocino County Records. APN: 003-420-47-00 6 EXHIBIT A 6 EXHIBIT B LEASE PENDING CLOSE OF ESCROW AGREEMENT 1 LEASE AGREEMENT This Lease Pending Close of Escrow (“Lease”) is made in Ukiah, California, on 2026 (“Effective Date”) between the Willow County Water District, (“Lessor” or District”) and the City of Ukiah (“Lessee” or “City”). Lessor and Lessee are at times collectively referred to below as the “Parties” or individually as a “Party.” Lessor is the owners of that certain real property located at 151 Laws Avenue in Ukiah, California, also known as Mendocino County Assessor’s Parcel Number (“APN.”) 003-420-47 the “Property”), being substantially as described herein in the Legal Description as Exhibit "A" attached hereto and made a part hereof. Lessee desires to lease the Property from Lessor, pending close of escrow under that certain REAL PROPERTY PURCHASE AGREEMENT AND LEASE. LEASE AGREEMENT 1. Lease. Starting on the Commencement Date, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the real property and improvement located thereon described in Exhibit A, together with rights, privileges, easements, servitudes and appurtenances thereto, hereafter called the “Leased Premises” or the “Property”) 2. Definitions. In addition to the terms defined elsewhere in this Agreement, the following definitions shall apply throughout this Agreement. a) “Commencement Date” means July 1, 2026. b) “Lease” means this Lease c) “Escrow” means the escrow established with the Escrow Company for the purpose of conveying the Property from the Seller to Buyer under the Real Property Sales Agreement. d) “Escrow Company” means Redwood Empire Title Company. e) “Term” means the term of this Lease. f) “Real Property Sales Agreement means the REAL PROPERTY PURCHASE AGREEMENT AND LEASE between the Lessor and Lessee, dated June 15, 2026. 4 Term of Lease. This Lease shall commence upon opening escrow in accordance with the the Real Property Sales Agreement and shall continue thereafter until escrow closes as provided in the Real Property Sales Agreement. 5. Lease Payments: Starting on the Commencement Date rent for the Leased Premises shall be $4257.00 per month due on the first day of each month and delinquent if not paid by the 10 th day of the month. 6. Use. Lessee shall have the exclusive occupation and use of the Property during the term of the Lease, including the right to sublease or license the use of any portion of the Property. COU No. 2526-195bEXHIBITB 2 7. Utilities. Lessee shall be responsible for securing and paying for all utility services at the Property, including water, sewer electricity and solid waste collection and disposal. 9. Maintenance, Repair and Improvements. Lessee shall be responsible for all costs associated with the occupation and use of the Property and its maintenance and repair. Lessee shall have the right without Lessor’s approval to make capital improvements at its discretion. All such work shall comply with applicable law including the California Building Code and the California Environmental Quality Act (“CEQA”). 10. Insurance. At all times during the term hereof Lessee shall produce and continue in force pooled risk coverage equivalent to Comprehensive General or Commercial Liability Insurance, and Workers’ Compensation and Employer’s Liability Insurance. Lessor shall be named as an additional insured under the pooled risk coverage. 11. Delivery and Quiet Enjoyment. Lessor shall deliver the Property on the Commencement Date free of any parties in possession not approved by Lessee and shall provide Lessee with quiet enjoyment without interference thereafter during the Term. 12. Title. Lessor warrants further that no third party has superior title or interest in the Property, and that no prior or existing interest shall interfere with the terms of this Lease or encumber title prior to close of escrow under the Real Property Sales Agreement. Lessor shall not interfere with Lessee’s right to quiet enjoyment of the Premises. Lessor represents and warrants to Lessee that as of the Effective Date, and throughout the lease term, there will be no monetary liens of any type whatsoever encumbering the Leased Premises. 13. Indemnification, Defense and Hold Harmless Obligations. Except for the sole negligence or willful misconduct of Lessor, their employees and agents, and to the extent permitted by law, Lessee agrees to indemnify, defend and hold harmless Lessor from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring on the Property or caused by Lessee’s use of the Property. If any action or proceeding is brought against Lessor by reason of any such claim, then Lessee, upon notice from Lessor, shall refer the claim to its pooled risk administrator, currently the California Intergovernmental Risk Authority (“CIRA”) for defense and indemnification. 14. Lessee Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: a) Any failure by Lessee to make any payment to or on behalf of Lessor required hereunder as and when due, where such failure continues for ten (10) days after written notice from Lessor to Lessee. b). A failure by Lessee to observe and perform any other provision of this Agreement to be observed or performed by Lessee, where such failure continues for thirty (30) days after written notice thereof from Lessor to Lessee; provided, however, that if the nature of such default is such that the same cannot reasonably be cured within such thirty (30) day period, Lessee shall not be deemed to be in default if Lessee shall within such period commence such cure and thereafter diligently prosecute the same to completion. 3 15. Termination. Upon failure of escrow to close on or before December 31, 2026, as provided in the Real Property Purchase Agreement this Lease shall terminate, unless the Lessor and Lessee agree in writing to extend the lease. City shall pay District a termination fee equal to twelve months of lease payments as provided in Section 5. The Parties agree that such payment represents liquidated damages in lieu of all other actual damages to Lessor. The Parties agree such liquidated damages are reasonable under the circumstances existing of the Effective Date of this agreement. 16. Surrender of Premises. Upon expiration or termination of this Agreement, Lessee shall quit and surrender the Premises to Lessor. 17. Miscellaneous provisions. 17.1 Notices. Except as otherwise expressly provided herein, any written notice required by this Agreement shall be deemed given and received when personally served by personal delivery, overnight delivery or email or 48 hours after being placed in the United States mail with proper first-class postage prepaid, and addressed as follows: To Lessee: To Lessor: City of Ukiah Willow County Water District Attention: City Manager Attention: General Manager 300 Seminary Ave. 151 Laws Avenue Ukiah, CA. 95482 Ukiah, CA. 95482 Any party hereto may give notice of an address change under the provisions of this paragraph and thereafter all notices shall be given to that address. 17.2 Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile or electronic signatures will have the same legal effect as original signatures. 17.3 Waivers. No waiver of any breach of any covenant or provision contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of time for performance of any other obligation or act except those of the waiving party, which will be extended by a period of time equal to the period of the delay. 17.4 Successors and Assigns. This Agreement may not be assigned by either Party in whole or in part without the prior written consent of the other Party. This Agreement is binding upon and inures to the benefit of the Parties’ permitted successor and assigns. 4 17.5 Entire Agreement. This Option Agreement constitutes the entire contract between the parties hereto and may not be modified except by an instrument in writing signed by the party to be charged. 17.6 Time of Essence. Lessee and Lessor hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation, and provision hereof. 17.7 Construction. The Parties agree and their respective advisors believe that this Agreement is the product of all of their efforts, that it expresses their agreement and that it should not be interpreted in favor of or against either party. 17.8 Governing Law. The Parties expressly agree that this Agreement will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The Parties mutually consent to jurisdiction and venue in the courts of Mendocino County and waive any objections to the jurisdiction or venue of such courts. THE PARTIES WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE OR ANY EMERGENCY OR STATUTORY REMEDY. 17.9 Paragraph Headings. The paragraph headings contained herein are for convenience and reference only and are not intended to define or limit the scope of this Agreement. 17.10 Recordation of Memorandum of Lease. Promptly upon the request of Lessee, Lessor agrees to execute and acknowledge a “Memorandum of Lease, Option” in form satisfactory to Lessee and sufficient for recording in the Official Records of Mendocino County. 17.11 No Third-Party Beneficiaries. This Agreement is solely enforceable by Lessor AND Lessee. No other parties are intended to have standing to interpret or enforce this Agreement. 5 WHEREFORE, this Agreement is made and entered on the Effective Date. Lessee Lessor CITY OF UKIAH WILLOW COUNTY WATER DISTRICT By: ________________________ By: __________________________ Sage Sangiacomo, City Manager Ross LaRue, President Board of Directors ATTEST: Kristine Lawler, City Clerk