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Morris Communications/Property Aquisition 01M X:IN: 604-050-011 Morris Communications Corporation Page 1 of 6 ACQUISITION OF REAL PROPERTY AGREEMENT THIS AGREEMENT is entered into on this day of February, 2001, by and between the City of La Quinta, A Charter City (hereinafter called "City"), and Morris Communications Corporation, a Georgia Corporation (hereinafter called "Grantor"), for acquisition by City of certain real property interests as hereinafter described. WHEREAS, City desires to acquire a portion of Grantor's real property located within the City of La Quinta and which is more particularly described in Exhibit "A" hereto, and incorporated herein by reference ("Property"), and WHEREAS, Grantor desires to sell to City said Property; and WHEREAS, in compliance with the Eminent Domain Laws of the State of California, City has established an amount believed to be just compensation for said property interests and has advised Grantor of the basis for its determination of just compensation; and WHEREAS, Grantor has accepted City's offer as fair and just compensation for said property interests, and acknowledges said compensation is no less than fair market value; and NOW, THEREFORE, IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: AGREEMENT TO SELL AND PURCHASE Grantor agrees to sell to City, and City agrees to purchase from Grantor, upon the terms and for the consideration set forth in this Agreement, marketable title to Grantor's Property. 2. PURCHASE PRICE The total purchase price, payable in cash through escrow shall be the sum of FORTY- FOUR THOUSAND DOLLARS ($44,000.00). Grantor hereby acknowledges that the purchase price is a total settlement which includes any and all claims Grantor may be entitled to by reason of the investigations, planning, pre -condemnation activity, and acquisition by City, including, but not limited to, value of real property rights, severance damages, value of improvements pertaining to the Property, if any, compensation for loss of business goodwill, if any, pre -condemnation damages, relocation benefits, interest, costs, disbursements and expenses incurred in connection with the acquisition of the subject property and improvements pertaining to the Property, if any, and subsequent removal of any items retained by Grantor. Grantor hereby waives and releases City and its officers, employees and agents from and against any and all claims, actions, demands and suits relating to the investigations APN: 604-050-011 Morris Communications Corporation Page 2 of 6 toward and acquisition of the Property, apart from payment of the purchase price herein. This release extends to all such claims which now exist or which may arise in the future, whether or not such claims are known to Grantor, and Grantor hereby expressly waives his rights under California Civil Code Section 1542 which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 3. ESCROW AND TITLE INSURANCE City agrees to open an escrow in accordance with this Agreement at an escrow company of City's choice. City agrees to pay all usual fees, charges and costs which arise in the escrow, except costs incurred or charged in clearing unapproved exceptions to title. When Escrow Holder holds for City the Grant Deed in favor of City executed and acknowledged by Grantor covering the Property, Escrow Holder shall cause to be issued and delivered to City, as of the Closing Date, a CLTA standard coverage policy of title insurance or, upon City's request therefor, an ALTA standard or extended coverage policy of title insurance ("Title Policy"), issued by Stewart Title Guaranty Co., with liability in the amount of the purchase price, covering the Property and showing title to the easement vested in City free of encumbrances, except: (a) All non -delinquent general and special real property taxes and assessments for the current fiscal year; (b) The standard printed exceptions and exclusions contained in the CLTA or ALTA form policy; (c) Exceptions numbered 4,5,6,7,8,9 and 10 as shown on Schedule B of the Litigation Guarantee issued by Stewart Title Guaranty Co. as order number 511169453, dated September 18, 2000. (d) Any exceptions created or consented to by entry on the Property City agrees to pay the premium charged therefor. 4. INDEMNIFICATION FOR UNRECORDED INTERESTS; CITY INDEMNIFICATION FOR AGENCY CLAIMS Upon title vesting in City, Grantor warrants that there are no unrecorded encumbrances (including but not limited to liens, leases, easements, or licenses) on all or any portion of the Property, and Grantor agrees to hold the City harmless, defend, and reimburse the City for any and all of City's losses and expenses, including reasonable attorney fees and costs, occasioned by reason of any such encumbrance of said Property. City indemnifies and holds Grantor harmless from any claims which are or may be brought against Grantor by the La Quinta Redevelopment Agency, arising out of the transfer of the Property to City. APN: 604-050-011 Morris Communications Corporation Page 3 of 6 5. 6 7. 8. 9. CONSENT TO DISMISSAL OF CONDEMNATION Grantor hereby agrees and consents to the dismissal of any eminent domain action which may be filed by the City to acquire the Property and waives any and all claim to money that may be deposited in the Superior Court in such an action, any claim for any compensation for the City's acquisition of the Property, apart from payment of the purchase price, and any claim to any other damages, litigation expense, attorneys or appraiser's fees, or any other payments. CONVEYANCE OF INTEREST Grantor agrees to convey by Grant Deed to City title in and to Property, as described in Section 1 of this Agreement. This agreement is for the conveyance of clear title to the City and is subject to the approval of the City Council. HAZARDOUS MATERIALS It is understood that the Property does not appear to contain hazardous substances (as that term is defined under California Health and Safety Code Section 33459(b) including but not limited to gasoline/oil storage tanks, fertilizer or pesticide storage tanks, or any contaminant ("Contamination"). In the event that any facts or circumstances arise which indicate the presence of such contamination, the City reserves the right to rescind and revoke this Agreement anytime prior to close of escrow. POSSESSION OF AND PERMISSION TO ENTER PROPERTY It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the Property by the City, including the right to remove and dispose of improvements, shall commence upon the closing of escrow controlling this transaction. 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 instrument. 10. ATTORNEYS' FEES In the event any legal action is brought to enforce the terms of this Agreement or to recover damages for its breach, the prevailing party shall be entitled to reasonable attorneys' fees and costs therein as well as attorney's fees and costs incurred in enforcing any judgement pertaining thereto. APN: 604-050-011 Morris Communications Corporation Page 4 of 6 11. EMINENT DOMAIN It is mutually agreed that this Agreement is executed under the imminence of condemnation as that term is used in the United States Internal Revenue Code. 12. NOTICES Any notices or documents to be mailed or delivered shall be addressed to or delivered as follows: Grantor: Morris Communications Corporation 725 Broad Street Augusta CA 30901 Attn: William S. Morris IVI With a Copy to: James Cato Ferguson Ferguson & Bernheimer 73101 Highway 101, Suite Palm Desert, CA 92260 and Hull, Towill, Norman, Barrett, & Salley 801 Broad Street Suite 700 Augusta, GA 30901 Attn: J. Noel Schweers III City: City of La Quinta P.O. Box 1504 La Quinta, CA 92253-1504 Attn: Chris Vogt, P.E. 13. BINDING ON HEIRS AND ASSIGNS The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. 14. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties, and neither party relies upon any warranty, promise, representation, or agreement not contained in writing herein. APN: 604-050-011 Morris Communications Corporation Page 5 of 6 15. TIME OF THE ESSENCE Time is of the essence for this Agreement and each party shall promptly execute all documents necessary to effectuate the intent herein and shall perform in strict accordance with each of the hereinabove provisions. 16. NO WAIVER OF CONDITIONS OF APPROVAL Nothing in this agreement shall be construed as a waiver of any of the conditions of approval adopted in connection with any resolution or any other land use approval, including, but not limited to, any condition imposing an obligation to reimburse the City or others for costs of right-of-way and/or other improvements. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above. CITY: CITY OF LA QUINTA, A ER CITY T BY: City Manager MWA ��►_ m -, (� BY: City Attorn X RECOMMENDED FOR APPROVAL BY: Agent for ity GRANTOR: MORRIS TIONS ODRPORATION BY: WilliAKS. Morris IV As its President APN: 604-050-011 Morris Communications Corporation Page 6 of 6 EXHIBIT "A" THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE SOUTHERLY LINE OF SAID SECTION 19 WITH EASTERLY LINE OF WASHINGTON STREET (80.00 FEET WIDE); THENCE NORTH 89022'09" EAST, ALONG SAID SOUTHERLY LINE OF SECTION 19, A DISTANCE OF 26.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89_22'09" EAST ALONG SAID SOUTHERLY LINE OF SAID SECTION 19, A DISTANCE OF 103.14 FEET TO A POINT OF INTERSECTION IN THE SOUTHWESTERLY LINE OF STATE HIGHWAY NO. I I I (110 FEET WIDE), SAID POINT BEING IN A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 2320.00 FEET; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF STATE HIGHWAY 111, FROM AN INITIAL RADIAL LINE BEARING NORTH 39045'21" EAST, THROUGH A CENTRAL ANGLE OF 02006'3", A DISTANCE OF 85.06 FEET; THENCE SOUTH 63035'40" WEST, A DISTANCE OF 41.37 FEET; THENCE SOUTH 00027'58" EAST, PARALLEL WITH AND 26.00 FEET EASTERLY OF MEASURED AT RIGHT ANGLES, FROM SAID EASTERLY LINE OF WASHINGTON STREET, A DISTANCE OF 35.93 FEET TO THE TRUE POINT OF BEGINNING.