HomeMy WebLinkAbout2017/09/12 - Item 6City of Chula Vista
Staff Report
File#:17-0361, Item#: 6.
A.RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA DECLARING CITY-
OWNED LAND AS NOT NEEDED FOR CURRENT OR FUTURE USES;ACCEPTING AN
OFFER TO PURCHASE THE CITY-OWNED LAND BY CALTRANS FOR THE
CONSTRUCTION OF THE I-805 EXPRESS LANES;AUTHORIZING THE CITY ATTORNEY
TO MAKE SUCH MODIFICATIONS TO THE RIGHT OF WAY CONTRACT AND GRANT
DEED FOR THE CITY-OWNED LAND AS DEEMED NECESSARY FOR THE BENEFIT OF
THE CITY;AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS
NECESSARY TO EFFECTUATE THE SALE OF THE CITY-OWNED LAND
B.RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA DECLARING AS
SURPLUS LAND A CITY-OWNED PARCEL OF REAL PROPERTY LOCATED SOUTH OF
AND ADJACENT TO 150 BONITA ROAD;ACCEPTING AN OFFER TO PURCHASE THE
CITY-OWNED PARCEL FROM SILVERGATE DEVELOPMENT,LLC;AUTHORIZING THE
CITY ATTORNEY TO MAKE SUCH MODIFICATIONS TO THE PURCHASE AGREEMENT
FOR THE CITY-OWNED PARCEL AS DEEMED NECESSARY FOR THE BENEFIT OF THE
CITY;AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS
NECESSARY TO EFFECTUATE THE SALE OF THE CITY-OWNED PARCEL
C.RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA DECLARING AS
SURPLUS LAND A CITY-OWNED PARCEL OF REAL PROPERTY LOCATED NORTH OF
EASTLAKE PARKWAY AND WEST OF STATE ROUTE 125;ACCEPTING AN OFFER TO
PURCHASE THE CITY-OWNED PARCEL FROM GARDENLIFE-SALVA,LLC;AUTHORIZING
THE CITY ATTORNEY TO MAKE SUCH MODIFICATIONS TO THE PURCHASE
AGREEMENT FOR THE CITY-OWNED PARCEL AS DEEMED NECESSARY FOR THE
BENEFIT OF THE CITY;AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL
DOCUMENTS NECESSARY TO EFFECTUATE THE SALE OF THE CITY-OWNED PARCEL
D.RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A
PURCHASE OPTION AGREEMENT TO SELL CITY-OWNED LAND LOCATED NORTH OF E
STREET AND WEST OF I-5 TO LAND DEVELOPERS &ASSOCIATES FOR USE IN THE
DEVELOPMENT OF ADJACENT LAND
E.RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AMENDING THE
CAPITAL IMPROVEMENT BUDGET FOR FISCAL YEAR 2017/2018 AND APPROPRIATING
$500,000 FROM THE SALE OF EXCESS PROPERTIES FOR THE DEMOLITION OF CITY-
OWNED PROPERTY LOCATED AT 707 F STREET (4/5 VOTE REQUIRED)
RECOMMENDED ACTION
Council adopt the resolutions.
City of Chula Vista Printed on 9/8/2017Page 1 of 5
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File#:17-0361, Item#: 6.
SUMMARY
The City has received multiple offers to purchase city owned land as more thoroughly described
below.All offers to purchase presented either an appraisal or staff prepared a comparable analysis of
recent real estate transactions to determine value.Staff recommends the disposition of the below
mentioned properties because these properties are not needed for city purposes.The disposition of
these properties will support right of way improvements on interstate 805 (CalTrans),facilitate the
development of in fill housing on a vacant parcel located south of E Street and west of I-805
(Silvergate),establish an agricultural farm along the SR-125 (Gardenlife)and facilitate the
development of a new hotel on the Chula Vista Bayfront (LDA).In addition,the funds are
recommended to be appropriated to a new capital improvement project (CIP)that would remove the
improvements at the city’s former corporation yard and prepare the site for solicitation of
development for high density transit oriented uses (residential,hotel and retail)which is anticipated to
go out as a Request for Proposal (RFP) in 2018.
ENVIRONMENTAL REVIEW
Environmental Notice
The Project qualifies for a Class 12 Categorical Exemption pursuant to Section 15312 (Surplus
Government Property Sales) of the California Environmental Quality Act State Guidelines.
Environmental Determination
The Director of Development Services has reviewed the proposed project for compliance with the
California Environmental Quality Act (CEQA)and has determined that the project qualifies for a Class
12 Categorical Exemption pursuant to Section 15312 (Surplus Government Property Sales)of the
State CEQA Guidelines. Thus, no further environmental review is required.
BOARD/COMMISSION RECOMMENDATION
Not Applicable
DISCUSSION
The City has received multiple offers to purchase city owned land as more thoroughly described
below.All offers to purchase presented either an appraisal or staff prepared a comparable analysis of
recent real estate transactions to determine value.Staff recommends the disposition of the below
mentioned properties because these properties are not needed for city purposes.
Caltrans Sale
CALTRANS is currently preparing to construct the I-805 South Express Lane Project.In order to
complete construction of this project it is necessary for CALTRANS to acquire a portion of City owned
land located at the northwest corner of H Street and I-805 (Exhibit “A”).CALTRANS has made an
offer to the City in the amount of $132,000 to purchase the needed 0.70 acres as well as a 0.46 acre
Temporary Construction Easement that will expire at the end of 2020.The proposed area will be
used to reconstruct the shoulders of I-805 approaching H Street to accommodate the widening
needed to construct the new HOV and express lanes.
Staff has reviewed the appraisal that is the basis of the State’s offer and determined that the report
accurately reflects the value of the rights sought.While we are entitled to secure our own appraisal at
CALTRANS’expense (up to $5,000)it was determined that an additional appraisal would not produceCity of Chula Vista Printed on 9/8/2017Page 2 of 5
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CALTRANS’expense (up to $5,000)it was determined that an additional appraisal would not produce
a higher value than currently offered.Further,the land to be acquired is currently vacant and not
necessary for current or future City operations.
Silvergate Sale
The City currently owns a vacant parcel of land located adjacent to and immediately south of 150
Bonita Road (Exhibit “B”).This parcel is currently shown on City mapping as a portion of Vista Drive
although it has never been dedicated for street use.The property was a remnant left after the
construction of State Route 805 and was acquired by the City at no charge.It is approximately 0.56
acres in size and is unimproved except for asphalt paving which is in poor condition.The City has no
current of future use for this parcel.
Silvergate Development is currently processing a multi-family development south of and adjacent to
the City land.In order to provide additional parking for their project they have made an offer to
purchase the land from the City.The offer is in the amount of $225,000 with escrow to close upon
issuance of grading permits or building permits for the project,but in no case later than June 30,
2018.Staff has reviewed the offer,performed a comparative land sale’s analysis and has determined
the value to be appropriate for this parcel and recommends that Council accept the offer and approve
the sale.
Gardenlife-Salva Sale
The City currently owns a vacant parcel on the north side of Eastlake Parkway and immediately west
of State Route 125 (Exhibit “C”).The property was a remnant left after the construction of State
Route 125 and was acquired by the City at no charge.It is approximately 5.71 acres in size,has
irregular topography and is unimproved.The western 100 feet of the property is encumbered with an
SDG&E easement which prohibits structures.Current zoning limits uses to agricultural,recreational
and open space.The City has been marketing the site for sale for approximately five years and
recently received an offer to purchase from Gardenlife-Salva.The City has an existing lease for a cell
phone tower attachment on the SDG&E tower that is in the first year of a five year term.The
proposed offer is $75,000 dollars for the land and an additional $81,173 dollars to buy out the
remaining four years of the cell site lease ($156,173 total).Staff has reviewed the appraisal and
lease acquisition offer and determined the value to appropriate for this parcel and recommends that
Council accept the offer and approve the sale.
LDA Option
In February of 2015 Land Developers &Associates (LDA)purchased two parcels owned by the
successor to the Chula Vista Redevelopment Agency.These parcels are located north of E Street
immediately adjacent to I-5.Directly to the west and abutting these parcels is a strip of land owned by
the City that was at one time the northerly prolongation of Bay Boulevard (Exhibit “D”).LDA has
requested an option to purchase this parcel to facilitate of a new hotel on the two parcels they
acquired from the former Redevelopment Agency.LDA has offered $25,000 for this land and two
hundred dollars $200 dollars to secure the option.The option payment is payable upon execution of
this Option Agreement.Given that this parcel is not independently developable and the City has no
current or contemplated future use for this land,staff recommends disposing of this property.Further,
the parcel,once purchased will generate property tax revenue and help to facilitate the developmentCity of Chula Vista Printed on 9/8/2017Page 3 of 5
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File#:17-0361, Item#: 6.
the parcel,once purchased will generate property tax revenue and help to facilitate the development
of a new hotel bringing jobs and additional tax revenue to the City.
The option is proposed to allow LDA the time necessary to obtain their entitlements for their
development.The option provides LDA the exclusive right to purchase the city property but only after
receiving their approvals for development of a hotel on the sites.The option would be open for a
period of five years at the proposed purchase price.
Capital Improvement Project (CIP)
The City owns approximately 6 acres of property (707 F Street)located immediately adjacent to the E
Street Trolley Station that is zoned for high density mixed use development (Exhibit “E”).The
property previously served as the City maintenance facility and has fallen into disrepair.It has
become an attractive nuisance for the homeless and has experienced numerous instances of graffiti
and petty crime.The removal of the improvements will prepare the property for redevelopment in the
near future.Cleaning up the site will enhance its marketability and eliminate the attractive nuisance
that it has become.After removal of the improvements it is staff’s intention to solicit Request for
Proposals (RFP)for the development of the property.The marketability of the property will be greatly
enhanced by the removal of the improvements along with continued progress on the implementation
of the Chula Vista Bay Front Master Plan.The proposed CIP will allow staff to prepare a hazardous
materials abatement report, prepare the demolition bid specifications and remove the improvements.
The E Street Transit Oriented Development site represents a unique opportunity for the City to utilize
its real estate holdings to increase revenue and job growth in the City.The site has the highest
density allowed in Western Chula Vista and allows for heights of up to 210 feet with a Floor Area
Ratio (FAR)equal to that of densities found in Downtown San Diego.The value of the property will be
realized through a competitive solicitation process (RFP)seeking the development of hotel(s),
residential and/or commercial uses.Because each land use will generate a different residual land
value and/or leasehold value it is difficult to provide an estimate on the return for the property.
Recently,the City received two unsolicited offers to purchase the property that were above recent
comparable land sales,however,these offers were not accepted.City staff will prepare an RFP for
the property in 2018 that will seek to maximize the long term financial return to the City and create an
opportunity for additional job growth.
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the City Council members and has found no property
holdings within 500 feet of the boundaries of the properties which are the subject of this action.
Consequently,these items do not present a disqualifying real property-related financial conflict of
interest under California Code of Regulations Title 2,section 18702.2(a)(11),for purposes of the
Political Reform Act (Cal. Gov’t Code §87100,et seq.).
Staff is not independently aware,and has not been informed by any City Council member,of any
other fact that may constitute a basis for a decision maker conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals:Operational Excellence,Economic Vitality,Healthy
Community,Strong and Secure Neighborhoods and a Connected Community.The actions proposed
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in this agenda support the Economic Vitality goals of the City.
CURRENT YEAR FISCAL IMPACT
There will be no current year fiscal impact to the general funds because these sale proceeds are
unanticipated one-time revenues and are being applied to offset the cost of a new capital
improvement project.
ONGOING FISCAL IMPACT
The on-going fiscal impact to the City will be increased property tax revenue for sites sold to private
parties and Transit Oriented Tax (TOT)revenue received upon completion of the LDA hotel project.
The E Street TOD site on-going fiscal impact was not evaluated as part of this report but will be
analyzed prior to the issuance of an RFP for the property.
ATTACHMENTS
1.CALTRANS Right-of-Way Deed Map
2.CALTRANS Right-of-way Contract
3.Silvergate Agreement
4.Gardenlife-Salva Agreement
5.LDA Purchase Option Agreement
Staff Contact: Rick Ryals, Real Property Manager
City of Chula Vista Printed on 9/8/2017Page 5 of 5
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RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA DECLARING CITY OWNED LAND AS NOT
NEEDED FOR CURRENT OR FUTURE USES; ACCEPTING
AN OFFER TO PURCHASE THE CITY OWNED LAND BY
CALTRANS FOR THE CONSTRUCTION OF THE I-805
EXPRESS LANES; AUTHORIZING THE CITY ATTORNEY
TO MAKE SUCH MODIFICATIONS TO THE RIGHT OF WAY
CONTRACT AND GRANT DEED FOR THE CITY OWNED
LAND AS DEEMED NECESSARY FOR THE BENEFIT OF
THE CITY; AND AUTHORIZING THE CITY MANAGER TO
EXECUTE ALL DOCUMENTS NECESSARY TO
EFFECTUATE THE SALE OF THE CITY OWNED LAND
WHEREAS, the City of Chula Vista owns a property currently designated as San Diego
County Assessor’s Parcel Number 574-030-08, said parcel being located adjacent to and abutting
I-805 at H Street; and
WHEREAS, the California Department of Transportation (CALTRANS) has presented
the City with an offer in the amount of $132,000 to purchase 1.27 acres of said property as well
as a Temporary Construction Easement over an additional 2.73 acres; and
WHEREAS, said acquisition is necessary for the construction of the I-805 South Express
Lanes Project; and
WHEREAS, these acquisition parcels are not needed for current or future City uses; and
WHEREAS, the City provided notice of the proposed sale in accordance with Chula
Vista Municipal Code section 2.56.130; and
WHEREAS, said project will provide needed infrastructure for the benefit of the City,
vehicular traffic, and rapid transit.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista that it declares that the above-referenced portions of the subject parcel of real property
being located adjacent to and abutting I-805 at H Street have no present or future use for City
purposes; and
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista that it
accepts the offer to purchase the above-referenced portions of the subject parcel and the above-
referenced Temporary Construction Easement; and
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista that it
authorizes the City Attorney to make such modifications to the right of way contract and grant
deed as deemed necessary for the benefit of the City, and authorizes the City Manager, or his
designee, to execute all documents necessary to effectuate the sale of the above referenced
property.
Presented by Approved as to form by
Eric C. Crockett Glen R. Googins
Director of Economic Development City Attorney
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA DECLARING AS SUPLUS LAND A CITY OWNED PARCEL
OF REAL PROPERTY LOCATED SOUTH OF AND ADJACENT TO
150 BONITA ROAD; ACCEPTING AN OFFER TO PURCHASE THE
CITY OWNED PARCEL FROM SILVERGATE DEVELOPMENT,
LLC; AUTHORIZING THE CITY ATTORNEY TO MAKE SUCH
MODIFICATIONS TO THE PURCHASE AGREEMENT FOR THE
CITY OWNED PARCEL AS DEEMED NECESSARY FOR THE
BENEFIT OF THE CITY; AND AUTHORIZING THE CITY
MANAGER TO EXECUTE ALL DOCUMENTS NECESSARY TO
EFFECTUATE THE SALE OF THE CITY OWNED PARCEL
WHEREAS, the City of Chula Vista owns a vacant 0.56 acre parcel located adjacent to
and immediately south of 150 Bonita Road; and
WHEREAS, Silvergate Development, LLC has presented the City with an offer in the
amount of $225,000 to purchase said parcel for use as parking for a project they are developing
abutting the City land; and
WHEREAS, the City provided notification that the parcel is to be considered surplus
property and offered for sale to all required parties as set forth in Section 54222 of the California
Government Code; and
WHEREAS, this City parcel is not needed for current or future City uses; and
WHEREAS, the City provided notice of the proposed sale of the subject parcel in
accordance with Chula Vista Municipal Code section 2.56.130; and
WHEREAS, said sale will generate revenue for the City from an unused and unneeded
asset, while helping facilitate local development.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista that it declares the subject parcel as shown on the map attached hereto and incorporated
herein as Exhibit “A” as surplus land and that such parcel has no present or future use for City
purposes;
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista that it
accepts the offer to purchase the subject parcel from Silvergate Development, LLC;
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista that it
authorizes the City Attorney to make such modifications to the purchase agreement for the
subject parcel as deemed necessary for the benefit of the City, and authorizes the City Manager,
or his designee, to execute all documents necessary to effectuate the sale of the subject parcel.
Presented by Approved as to form by
Eric C. Crockett Glen R. Googins
Director of Economic Development City Attorney
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA
DECLARING AS SURPLUS LAND A CITY-OWNED PARCEL OF REAL
PROPERTY LOCATED NORTH OF EASTLAKE PARKWAY AND WEST OF
STATE ROUTE 125; ACCEPTING AN OFFER TO PURCHASE THE CITY-
OWNED PARCEL FROM GARDENLIFE-SALVA, LLC; AUTHORIZING
THE CITY ATTORNEY TO MAKE SUCH MODIFICATIONS TO THE
PURCHASE AGREEMENT FOR THE CITY-OWNED PARCEL AS DEEMED
NECESSARY FOR THE BENEFIT OF THE CITY; AND AUTHORIZING THE
CITY MANAGER TO EXECUTE ALL DOCUMENTS NECESSARY TO
EFFECTUATE THE SALE OF THE CITY-OWNED PARCEL
WHEREAS, the City of Chula Vista owns a vacant parcel located north of Eastlake
Parkway and west of State Route 125; and
WHEREAS, Gardenlife-Salva, LLC has presented the City with an offer in the amount of
$156,173 to purchase said parcel for agricultural and other uses; and
WHEREAS, the City provided notification that the parcel is to be considered surplus
property and offered for sale to all required parties as set forth in Section 54222 of the California
Government Code; and
WHEREAS, this City parcel is not needed for current or future City uses; and
WHEREAS, the City provided notice of the proposed sale in accordance with Chula
Vista Municipal Code section 2.56.130; and
WHEREAS, said sale will generate revenue for the City from an unused and unneeded
asset, while helping facilitate local development.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista
that it declares the subject parcel as shown on the map attached hereto and incorporated herein as
Exhibit “A” as surplus land and that such parcel has no present or future use for City purposes;
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista that it
accepts the offer to purchase the subject parcel from Gardenlife-Salva, LLC;
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista that it
authorizes the City Attorney to make such modifications to the purchase agreement for the
subject parcel as deemed necessary for the benefit of the City, and authorizes the City Manager,
or his designee, to execute all documents necessary to effectuate the sale of the subject parcel.
Presented by Approved as to form by
Eric C. Crockett Glen R. Googins
Director of Economic Development City Attorney
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING A PURCHASE OPTION AGREEMENT TO SELL
CITY -OWNED LAND LOCATED NORTH OF E STREET AND WEST
OF I-5 TO LAND DEVELOPERS & ASSOCIATES FOR USE IN THE
DEVELOPMENT OF ADJACENT LAND
WHEREAS, Land Developers & Associates Corporation (LDA) is the owner of two
parcels of land currently identified as San Diego County Assessor’s Parcel No.’s 565-310-09 and
565-310-25, said land being located north of E Street and adjacent to Interstate 5; and
WHEREAS, the City of Chula Vista (City) is the owner of a strip of land immediately
adjacent to and abutting LDA’s land which LDA desires to purchase this land for the use in the
development of their land; and
WHEREAS, City has no current or anticipated future use for said strip of land; and
WHEREAS, LDA will not require said land until their property is ready to be developed
and therefor has requested an option to purchase at this time.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista
that it approves the Purchase Option Agreement with Land Developers & Associates, Inc. in the
form presented, with minor modifications as may be required or approved by the City Attorney,
and authorizes the City Manager, or his designee, to execute all documents necessary to
effectuate the same.
Presented by Approved as to form by
Eric Crockett Glen R. Googins
Director, Economic Development City Attorney
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA AMENDING THE CAPITAL IMPROVEMENT BUDGET FOR
FISCAL YEAR 2017/2018 AND APPROPRIATING $500,000 FROM
THE SALE OF EXCESS PROPERTIES FOR THE DEMOLITION OF
CITY OWNED PROPERTY LOCATED AT 707 F STREET
WHEREAS, the City of Chula Vista owns a property currently designated as San Diego
County Assessor’s Parcel Number 567-031-27, said parcel being located at the corner of F Street
and Woodlawn Avenue; and
WHEREAS, said City owned property is vacant, in disrepair and its buildings and
improvements are no longer safe for use; and
WHJEREAS, this property has become an attractive nuisance for the homeless and has
experienced numerous instances of graffiti and petty crime; and
WHEREAS, said property is no longer needed for a present or future City use and will be
marketed for sale or development; and
WHEREAS, demolition of the existing improvements and buildings will increase the
property’s marketability and eliminate the attractive nuisance problems; and
WHEREAS, the City will have to establish a fund to demolish and rehabilitate the
property, and
WHEREAS, the City will receive $500,000 in unanticipated revenue in the current fiscal
year from the sale of excess City owned land.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista hereby amends the fiscal year capital improvement budget for fiscal year 2017-2018 and
appropriates $500,000 for the demolition of City owned property located 707 F Street (APN 567-
031-27).
Presented by Approved as to form by
Eric C. Crockett Glen R. Googins
Director of Economic Development City Attorney
Silvergate Development Purchase Agreement Page 1
Escrow Company: Stewart Title
Escrow No.
Title Order No.
REAL PROPERTY PURCHASE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (“Agreement”) is entered into by and between the CITY OF CHULA VISTA, a
chartered municipal corporation (“Seller”), and SILVERGATE DEVELOPMENT, LLC (“Buyer”)
[Seller and Buyer may be referred to in this Agreement individually as a “Party” and collectively as the
“Parties”] to be effective as of the date of execution by Seller (“Effective Date”), with reference to the
following facts:
WHEREAS, Buyer desires to purchase fee title in and to Seller’s real property located south of
and adjacent to 150 Bonita Road and more particularly described in the legal description contained in
Exhibit “A” (“Property”), which is attached to and incorporated into this Agreement by this reference;
and
WHEREAS, Buyer has offered Seller the sum of $225,000.00 (“Purchase Price”) for the
purchase of the Property; and
WHERAS, Seller has agreed to accept said Purchase Price subject to the terms and conditions
set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the adequacy of which is hereby
acknowledged, the Parties agree as follows:
1. AGREEMENT TO SELL AND PURCHASE PROPERTY
In strict accordance with the terms and conditions set forth in this Agreement, Buyer agrees to
purchase from Seller and Seller agrees to sell to Buyer fee title in and to the Property.
2. PURCHASE PRICE
The total Purchase Price of the Property shall be the sum of TWO HUNDRED TWENTY-
FIVE THOUSAND DOLLARS ($225,000.00) which will be paid by Buyer to Seller at the close of
Escrow as provided in this Agreement.
Silvergate Development Purchase Agreement Page 2
3. CONDITIONS PRECEDENT TO ESCROW CLOSE AND CONVEYANCE OF TITLE
Buyer and Seller acknowledge that this sale is for use in the development of Buyer’s adjacent property
which is currently undergoing the entitlement process. Buyer and seller agree to delay the close of
escrow on this sale until entitlements are complete or by no later than June 30, 2018 whichever occurs
first.
4. BUYERS CLOSING CONDITIONS
a. Due Diligence Deliveries. Promptly after execution of this Agreement, Seller shall
provide Buyer with the following, to the extent they are within Seller's possession or control; copies of
all materials relating to or affecting the Property permits, approvals, certificates, notices, contracts,
studies, reports, appraisals, utility bills, insurance bills and policies, applications of or to governmental
or quasi-governmental entities, surveys, maps, plans, specifications, drawings, service or other
contracts, and any leases, agreements or instruments. Buyer understands that Seller makes no
guaranties or warranties as to any of the materials it provides Buyer (other than the representation and
warranty that Seller is providing Buyer all documents and information in Seller’s or its agent’s
knowledge, possession, or control).
b. Due Diligence Conditions. Buyer shall have Forty-Five (45) Calendar Days from
delivery of a Preliminary Title Report for the subject Property from Stewart Title (the “Due Diligence
Period”), to review and approve said Preliminary Title Report and all other documents supplied by
Seller pursuant to the preceding Condition 5(a). Seller shall facilitate Buyer’s access to the Property at
reasonable times, for any and all physical inspections required by Buyer.
c. Title. Stewart Title of San Diego, as title insurer, must be prepared to issue Buyer on
the Closing Date a policy of title insurance in the form and substance requested by Buyer during the
Due Diligence Period.
d. No Adverse Actions or Changes. As of the Closing Date, there may not then be
pending or threatened, any litigation, administrative proceeding, investigation, or other form of
governmental enforcement, executive or legislative proceeding in any way related to, directed at, or
otherwise affecting the use, operation, or occupancy of any portion of the Property and no material
adverse change may have occurred in the value or condition of the Property.
5. ESCROW AND TITLE INSURANCE
Buyer agrees to open an escrow (“Escrow’) in accordance with this Agreement at Stewart Title
of San Diego (“Escrow Holder”) and deposit a fully executed copy of this Agreement by no later than
seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the
delivery of this Agreement deposit $5,000.00 into said Escrow. Buyer shall deliver an additional
$5,000 into Escrow within three days after Buyer waives due diligence conditions as set forth in
Section 5 (b) above. Deposits will be applied against the Purchase Price at closing. All usual and
reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be
paid by Buyer upon demand of Escrow Holder.
Silvergate Development Purchase Agreement Page 3
This Agreement constitutes the joint escrow instructions of the Parties, and Escrow Holder to
whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to
do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than
June 30, 2018. The terms “closing” and/or “close of Escrow” as used herein shall mean the date
necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation
of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title
insurance pursuant to this Agreement.
Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report
for the subject Property to be delivered for review by both Buyer and Seller. Buyer shall review and
respond to said Preliminary Report as set forth in Section 5 (b).
Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit
the balance of the Purchase Price together with additional funds as set forth in the statement. The
deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall
be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit
into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow
for the timely close of Escrow.
Seller shall execute and deliver into Escrow an executed Grant Deed conveying fee title to the
Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to
deposit with Escrow Holder any additional instruments as may be reasonable and necessary to
complete this transaction in a timely manner.
All funds received in Escrow shall be deposited with other Escrow funds in a general escrow
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 wire transfer from such
account, unless Seller requests another form of payment.
If Buyer requests a policy of title insurance when Escrow Holder holds for Seller the Grant
Deed in favor of Buyer, executed and acknowledged by Seller covering the Property, Escrow Holder
shall cause said policy to be issued and delivered to Buyer, at Buyer 's sole cost (“Title Policy”), with
liability in the amount of the Purchase Price, covering the Property and showing title vesting in Buyer,
free of all recorded and unrecorded, liens, encumbrances, and taxes except those previously accepted
by Buyer, and:
(1) All non-delinquent general and special real property taxes for the current fiscal year;
(2) The standard printed exceptions and exclusions contained in the CLTA or ALTA form
policy;
Silvergate Development Purchase Agreement Page 4
(3) Public and Quasi-public utility, public alley, public street easements and rights of way of
record;
(4) All present and future zoning, building, environmental and other laws, ordinances, codes,
restrictions and regulations of all governmental authorities having jurisdiction with respect to the
Property, including, without limitation, landmark designations and all zoning variances and special
exceptions, if any;
(5) Variations between tax lot lines and lines of record title; and
(6) Any lien or encumbrance arising out of the acts or omissions of Buyer.
Escrow Holder is authorized to and shall pay and charge Buyer for any title insurance premium
and the costs of any endorsements. Escrow Holder is authorized to and shall disburse funds and
deliver the Grant Deed when Buyer and Seller have fulfilled all conditions of the Escrow and the
Agreement.
6. RESPONSIBILITY OF ESCROW HOLDER
Responsibility of Escrow Holder under this Agreement is expressly limited to Section 5 herein
and to its liability under any policy of title insurance issued in regard to this transaction.
7. TITLE AND CONVEYANCE OF INTEREST
Seller shall convey fee simple title to the Property to Buyer by Grant Deed, in substantially the
same for as Exhibit B hereto, subject to zoning and building laws and ordinances, and acts done or
suffered by Buyer or claims made by, through, or under Buyer. To the actual knowledge of Seller,
without further inquiry, as of the effective date there are no unrecorded liens, leases, or encumbrances
against the Property. Fee title shall pass to Buyer upon recordation of said Grant Deed (“Delivery”).
8. CONDITION OF PROPERTY/AS IS.
a. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT
MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS
ANY REPRESENTATIONS OR WARRANTIES AND SELLER HAS NOT MADE,
DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY
OBLIGATIONS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE,
OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,
QUALITY, OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE WATER, SOIL, AND GEOLOGY, (B) THE INCOME TO BE
DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY
FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT
THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS
Silvergate Development Purchase Agreement Page 5
OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF
ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE
MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE
OF REPAIR, OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER
MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT
SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH
ANY ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE, ZONING,
OR DEVELOPMENT OR REGIONAL IMPACT LAWS, RULES, REGULATIONS,
ORDERS, OR REQUIREMENTS. BUYER FURTHER ACKNOWLEDGES AND
AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE
PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF
THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT
ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO
THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND
THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR
VERIFICATION OF SUCH INFORMATION AND MAKES NO
REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY
ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR
INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION
THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT,
EMPLOYEE, SERVANT, OR OTHER PERSON. BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR
HEREIN IS MADE ON AN "AS IS", "WHERE IS" AND, "WITH ALL FAULTS"
CONDITION AND BASIS.
Buyer's Initials: ________________
b. Effective as of the close of Escrow, Buyer shall, and by the execution of the Agreement,
hereby does, forever release Seller of and from any and all losses, liabilities, damages, claims,
demands, causes of action, costs, and expenses, whether known or unknown, to the extent arising out
of or in any way connected with the Property after the close of Escrow, including, without limitation,
the condition of title to the Property or the environmental or structural condition of the Property.
Buyer agrees never to commence, aid in any way, or prosecute against Seller, any action or other
proceeding based upon any losses, liabilities, damages, claims, demands, causes of action, costs, or
expenses, arising out of or in any way connected with the Property after the close of Escrow, including,
without limitation, the condition of title to the Property and the environmental and structural condition
Silvergate Development Purchase Agreement Page 6
of the Property. Notwithstanding any provision to the contrary contained herein, nothing in this
Section 8 shall be deemed to constitute a waiver of any rights or remedies arising from Seller's
intentional fraud or intentional misrepresentation of any material fact with an intent to mislead.
c. Buyer hereby fully and forever releases and discharges Seller from any and all claims,
rights, actions, damages, and/or liabilities, of any nature whatsoever, fixed or contingent, existing now
or arising in the future, known or unknown, in any way relating to the Property, excluding only claims
arising under this Agreement. Buyer acknowledges Buyer may later learn of circumstances bearing
upon the rights released in this Agreement. Buyer specifically waives the rights afforded by Section
1542 of the California Civil Code which provides:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his
or her favor at the time of executing the release, which if known by him or her, must have materially
affected his or her settlement with the debtor.”
Buyer's Initials: ________________
9. SELLER DEFAULT
IF THE SELLER DEFAULTS UNDER THE TERMS OF THE AGREEMENT, AND IF
SELLER FAILS TO CURE SUCH DEFAULT ON OR BEFORE THE DATE WHICH IS THREE (3)
BUSINESS DAYS AFTER NOTICE THEREOF FROM BUYER (OR, IF EARLIER, ON THE
CLOSING DATE), BUYER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY, EITHER (I)
TERMINATE THIS AGREEMENT BY DELIVERY OF NOTICE OF TERMINATION TO SELLER
AND ESCROW HOLDER, IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO
BUYER, AND THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF BUYER AND
SELLER HEREUNDER SHALL TERMINATE OR (II) SPECIFICALLY ENFORCE SELLER'S
OBLIGATIONS.
Seller's Initials: __________ Buyer's Initials: __________
10. INDEMNITY
To the maximum extent provided by law, Buyer releases and agrees to indemnify, protect,
defend, and hold harmless Seller and its elected officials, officers, employees, contractors and agents
(“Indemnified Parties”) from and against any and all demands, claims, causes of action, injuries,
liabilities, losses, damages, costs, or expenses, however the same may be caused, including all costs
and reasonable attorney’s fees in providing the defense to any claim arising therefrom, for any loss of,
or damage to property (real and/or personal), for personal injury to or death of any person or persons
arising out of or occurring by reason of, or any way connected with this Agreement or the purchase,
condition, existence, use, or improvement of the Property from and after the date of Delivery. This
Silvergate Development Purchase Agreement Page 7
Indemnity shall survive termination and expiration of this Agreement and shall be binding upon Buyer,
and its successors and assigns.
11. INDEMNITY FOR DRAINAGE
To the maximum extent provided by law, Buyer releases and agrees to indemnify, protect,
defend, and hold harmless all Indemnified Parties from and against any and all demands, claims,
causes of action, injuries, liabilities, losses, damages, costs, or expenses, however the same may be
caused, including all costs and reasonable attorney’s fees in providing the defense to any claims arising
therefrom, for any losses of, or damages to property (real and/or personal), for personal injuries to or
death of any person or persons arising out of or occurring by reason of, or any way connected with
Buyer’s use or improvement of the Property which in any way affects or impacts the drainage on,
from, or across the Property from and after the date of Delivery. This Indemnity shall survive
termination and expiration of this Agreement and shall be binding upon Buyer, and its successors and
assigns.
12. ENVIRONMENTAL INDEMNITY
To the maximum extent provided by law, Buyer shall indemnify, protect, defend and hold
harmless all Indemnified Parties from and against any and all damages, losses, liabilities, obligations,
penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements, or
expenses (including, without limitation, attorneys’ and experts’ fees and disbursements) of any kind or
of any nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded
against the Seller, from and after the date of Delivery, as to the Property or any portions of the
Property, arising from or out of: the existence, release, presence, or disposal on, in, under, about, or
adjacent of any hazardous materials, hazardous substances, hazardous waste, or toxic substances, as
defined in all applicable local, state, and federal laws and regulations (collectively, “Hazardous
Materials”). This Indemnity shall be binding upon Buyer, and its successors and assigns, and inure to
the benefit, together with all rights and remedies of Seller pursuant to this Agreement and any
successor to Seller’s powers or interests in the Property. This Indemnity shall survive termination and
expiration of this Agreement and shall be binding upon Buyer, and its successors and assigns.
13. LIMITED LIABILITY
Any obligations or liabilities of Seller arising by virtue of this Agreement shall be limited to the
Property and resort shall not be had to any other assets of Seller.
14. COMPLIANCE WITH LAWS
Buyer shall be solely responsible for compliance with all laws, governmental regulations, and
the direction of competent legal authority related directly or indirectly to Buyer’s purchase and
intended use of the Property, all at Buyer’s sole cost and expense. Buyer shall protect, defend,
Silvergate Development Purchase Agreement Page 8
indemnify, and hold harmless the Indemnified Parties from and against any and all claims asserted or
liability established for damages or injuries to any person or property, including injury to Buyer’s
officers, employees, invitees, guests, agents, or contractors, which arise out of or are in any manner
directly or indirectly connected with Buyer’s efforts to comply with such legal requirements.
15. REAL ESTATE COMMISSIONS
Seller has not contracted with a Broker in this transaction and Seller will not be responsible for
any commission arising from this transaction. If any other broker, finder, or other person makes a
claim for commissions or finder's fee based upon any contract, dealing, or communication with a party,
then such party shall indemnify, defend, and hold the other party harmless from and against any and all
damages, claims, losse,s and expenses, including attorneys' fees, arising out of the broker's, finder's, or
other person's claim.
16. CITY COUNCIL APPROVAL REQUIRED
Buyer understands and agrees that this Agreement must be reviewed and considered at a
hearing before the City Council. Buyer also understands that prior to the execution of this Agreement
by Seller, the City Council must determine and declare the Property as surplus land as provided for in
California Government Code. The City Council has the discretion to approve or disapprove the
surplus land finding and/or this Agreement or any sections thereof.
17. MISCELLANEOUS
a. Legal Fees. In the event of the bringing of any action or suit by either party against the
other party by reason of any breach of any of the covenants, conditions, agreements or provisions on
the part of the other party arising out of this Agreement, the party in whose favor final judgment shall
be entered shall be entitled to have and recover of and from the other party all costs and expenses of
suit, including reasonable attorneys' fees (or, in the event of any action to enforce this Agreement, the
prevailing party shall be entitled to recover all of its costs and expenses of the action, including
reasonable attorney's fees), as determined by a court of competent jurisdiction.
b. Time is of the Essence. Time is of the essence of each and every term, condition,
obligation and provision of this Agreement.
c. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which, together, shall constitute one and the same instrument. Facsimile
signatures are acceptable provided they are followed by hard copy originals within five days.
d. Severability. If any portion of this Agreement shall be declared by any court of
competent jurisdiction to be invalid, illegal, or unenforceable, such portion shall be deemed severed
from this Agreement, and the remaining parts of this Agreement shall remain in full force and effect,
as fully as though such invalid, illegal, or unenforceable portion had never been part of this
Agreement.
Silvergate Development Purchase Agreement Page 9
e. Governing Law. This Agreement is executed and delivered in the State of California
and shall be construed and enforced in accordance with, and governed by, the laws of the State of
California.
IN WITNESS WHEREOF, the duly authorized representative of each party has executed this
Agreement effective upon the date first written above.
SELLER: City of Chula Vista BUYER: SILVERGATE DEVELOPMENT
By: By:
Name: Name:
Its: Its:
By:
Name:
Its:
Approved as to Form:
Glen Googins, City Attorney
Exhibit A: Legal Description
Exhibit B: Form of Grant Deed
Gardenlife Purchase Agreement APN. 595-070-74 and 79 Page 1
Escrow Company: Chicago Title
Escrow No.
Title Order No.
REAL PROPERTY PURCHASE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
(“Agreement”) is entered into by and between the CITY OF CHULA VISTA, a chartered municipal
corporation (“Seller”), and GARDENLIFE-SALVA, LLC (“Buyer”) [Seller and Buyer may be referred to
in this Agreement individually as a “Party” and collectively as the “Parties”] to be effective as of the date
of execution by Seller (“Effective Date”), with reference to the following facts:
WHEREAS, Buyer desires to purchase fee title in and to Seller’s real property located at on the
northwest corner of Eastlake Parkway and SR-125, and currently identified as San Diego County Assessors
Parcel No. 595-070-74 and 595-070-749 more particularly described in the legal description contained in
Exhibit “A” (“Property”), which is attached to and incorporated into this Agreement by this reference; and,
WHEREAS, Buyer has offered Seller the sum of $156,173.00 (“Purchase Price”) for the purchase
of the Property; and,
WHERAS, Seller has agreed to accept said Purchase Price subject to the terms and conditions set
forth in this Agreement.
NOW THEREFORE, the Parties agree as follows:
1. AGREEMENT TO SELL AND PURCHASE PROPERTY
In strict accordance with the terms and conditions set forth in this Agreement, Buyer agrees to
purchase from Seller and Seller agrees to sell to Buyer fee title in and to the Property.
2. PURCHASE PRICE
The total Purchase Price of the Property shall be the sum of ONE HUNDRED FIFTY SIX
THOUSAND ONE HUNDRED SEVENTY THREE DOLLARS ($156,173.00) which will be paid by
Gardenlife Purchase Agreement APN. 595-070-74 and 79 Page 2
Buyer to Seller at the close of Escrow as provided in this Agreement. The Purchase Price is set forth as
follows:
Land $ 75,000.00
Cell site Lease buy-out (four years) $ 81,173.00
TOTAL $156,173.00
Purchase price includes City’s ownership and/or rights, if any, to an existing water meter located on
the Property.
3. CONDITIONS PRECEDENT TO ESCROW CLOSE AND CONVEYANCE OF TITLE
Buyer and Seller acknowledge that a license for cellular facilities between the Seller and T-Mobile
(“Carrier”) exists on a portion of the Property, with a remaining term of approximately four (4) years. Prior
to the close of Escrow and the conveyance of title to the Property the following must occur:
(1) Buyer must negotiate a new license agreement or lease with the Carrier, with Buyer as
the lessor/licensor.
(2) Carrier and Seller must agree to terminate the existing license agreement at no cost to
Seller and with no continuing obligations of Seller under the existing license agreement
or otherwise relative to the cellular facilities on the Property.
(3) Buyer will deposit the sum of $81,173.00 (per Section 2 above) as compensation to
Seller for revenue lost as a result of the termination of the existing license agreement
between Seller and Carrier.
(4) Seller shall confirm, in Seller’s sole discretion, resolution of an improper cloud to title
created by a deed recorded with the San Diego County Recorder, Document Number
2005-0048691.
(5) The City Council of Chula Vista approves this Agreement as provided in section 16 of
this Agreement.
4. ESCROW AND TITLE INSURANCE
Buyer agrees to open an escrow (“Escrow’) in accordance with this Agreement with Chicago Title,
San Diego, CA (“Escrow Holder”) and deposit a fully executed copy of this Agreement by no later than
seven (7) days after City Council approval of this Agreement. All usual and reasonable fees, charges, and
costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Seller upon demand of
Escrow Holder.
This Agreement constitutes the joint escrow instructions of the Parties, and Escrow Holder to
whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do
all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than ninety
(90) days after a fully executed copy of this Agreement, is deposited into Escrow. The terms “closing”
Gardenlife Purchase Agreement APN. 595-070-74 and 79 Page 3
and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are
recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are
authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement.
Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the
Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in
accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to
allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of
Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow.
Seller shall execute and deliver into Escrow an executed Grant Deed, in substantially the same form
as Exhibit B, conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of
Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be
reasonable and necessary to complete this transaction in a timely manner.
All funds received in Escrow shall be deposited with other Escrow funds in a general escrow
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 wire transfer from such
account, unless Seller requests another form of payment.
If Buyer requests a policy of title insurance when Escrow Holder holds for Seller the Grant Deed in
favor of Buyer, executed and acknowledged by Seller covering the Property, Escrow Holder shall cause to
be issued and delivered to Buyer, at Buyer's sole cost, a preliminary title report for Buyer review. Buyer
shall have five (5) days to review and approve the preliminary title report. After Buyer approval, Escrow
Holder shall cause to be issued, as of the closing date and at Buyer's sole cost, an ALTA or CLTA standard
coverage policy of title insurance (“Title Policy”), issued by Commonwealth Land Title, with liability in
the amount of the Purchase Price.
Escrow Holder is authorized to and shall pay and charge Buyer for any title insurance premium and
the costs of any endorsements. Escrow Holder is authorized to and shall disburse funds and deliver the
Grant Deed when Buyer and Seller have fulfilled all conditions of the Escrow and purchase agreement.
5. RESPONSIBILITY OF ESCROW HOLDER
Responsibility of Escrow Holder under this Agreement is expressly limited to Section 4 herein and
to its liability under any policy of title insurance issued in regard to this transaction.
6. TITLE AND CONVEYANCE OF INTEREST
Seller shall convey fee simple title to the Property to Buyer by Grant Deed in substantially the same
form as that attached to this Agreement as Exhibit B (“Grant Deed”) subject to zoning and building laws
and ordinances, and acts done or suffered by Buyer or claims made by, through, or under Buyer. To the
actual knowledge of Seller, without further inquiry, as of the effective date there are no unrecorded liens,
Gardenlife Purchase Agreement APN. 595-070-74 and 79 Page 4
leases, or encumbrances against the Property. Fee title shall pass to Buyer upon recordation of said Grant
Deed (“Delivery”).
7. DEPOSIT OF FUNDS
Buyer will deposit the Purchase Price of $156,173.00 to Escrow for dispersal to Seller at the close
of Escrow.
8. CONDITION OF PROPERTY/AS IS.
a. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE,
DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES AND SELLER HAS NOT MADE, DOES
NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY
OBLIGATIONS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF,
AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,
QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE
DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR
ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT
THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS
OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF
ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER
OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF
REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER
WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS
NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE, ZONING OR DEVELOPMENT OR
REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR
REQUIREMENTS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT
HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER
IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY. BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION
PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS
OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT
MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY
Gardenlife Purchase Agreement APN. 595-070-74 and 79 Page 5
OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR
BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR
THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER,
AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR
HEREIN IS MADE ON AN "AS IS", "WHERE IS" AND, "WITH ALL FAULTS"
CONDITION AND BASIS.
Buyer's Initials: ________________
b. Effective as of the close of Escrow, Buyer shall, and by the execution of the Agreement,
hereby does, forever release Seller of and from any and all losses, liabilities, damages, claims, demands,
causes of action, costs and expenses, whether known or unknown, to the extent arising out of or in any way
connected with the Property after the close of Escrow, including, without limitation, the condition of title to
the Property and the environmental and structural condition of the Property. Buyer agrees never to
commence, aid in any way, or prosecute against Seller, any action or other proceeding based upon any
losses, liabilities, damages, claims, demands, causes of action, costs and expenses, arising out of or in any
way connected with the Property after the close of Escrow, including, without limitation, the condition of
title to the Property and the environmental and structural condition of the Property. Notwithstanding any
provision to the contrary contained herein, nothing in this Section 8 shall be deemed to constitute a waiver
of any rights or remedies arising from Seller's intentional fraud or intentional misrepresentation of any
material fact with an intent to mislead.
c. Buyer hereby fully and forever releases and discharges Seller from any and all claims,
rights, actions, damages, and/or liabilities, of any nature whatsoever, fixed or contingent, existing now or
arising in the future, known or unknown, in any way relating to the Property, excluding only claims arising
under this Agreement. Buyer acknowledges Buyer may later learn of circumstances bearing upon the rights
released in this Agreement. Buyer specifically waives the rights afforded by Section 1542 of the California
Civil Code which provides:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or
her favor at the time of executing the release, which if known by him or her, must have materially affected
his or her settlement with the debtor.”
Buyer 's Initials: ________________
9. SELLER DEFAULT
Gardenlife Purchase Agreement APN. 595-070-74 and 79 Page 6
IF THE SELLER DEFAULTS UNDER THE TERMS OF THE AGREEMENT, AND IF SELLER
FAILS TO CURE SUCH DEFAULT ON OR BEFORE THE DATE WHICH IS THREE (3) BUSINESS
DAYS AFTER NOTICE THEREOF FROM BUYER (OR, IF EARLIER, ON THE CLOSING DATE),
BUYER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY, EITHER (I) TERMINATE THIS
AGREEMENT BY DELIVERY OF NOTICE OF TERMINATION TO SELLER AND ESCROW
HOLDER, IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO BUYER, AND THIS
AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER
SHALL TERMINATE OR (II) SPECIFICALLY ENFORCE SELLER'S OBLIGATIONS.
Seller's Initials: __________ Buyer 's Initials: __________
10. INDEMNITY
To the maximum extent provided by law, Buyer releases and agrees to indemnify, protect, defend,
and hold harmless Seller and its elected officials, officers, employees, contractors and agents (“Indemnified
Parties”) from and against all demands, claims, injury, liability, loss, damage, cost and expense, however
the same may be caused, including all costs and reasonable attorney’s fees in providing the defense to any
claim arising therefrom, for any loss of, or damage to property (real and/or personal), for personal injury to
or death of any person or persons arising out of or occurring by reason of, or any way connected with this
Agreement or the purchase, condition, existence, use, or improvement of the Property from and after the
date of Delivery. This Indemnity shall survive termination and expiration of this Agreement and shall be
binding upon Buyer, and its successors and assigns.
11. INDEMNITY FOR DRAINAGE
To the maximum extent provided by law, Buyer releases and agrees to indemnify, protect, defend,
and hold harmless all Indemnified Parties from and against all demands, claims, injury, liability, loss,
damage, cost and expense, however the same may be caused, including all costs and reasonable attorney’s
fees in providing the defense to any claim arising therefrom, for any loss of, or damage to property (real
and/or personal), for personal injury to or death of any person or persons arising out of or occurring by
reason of, or any way connected with Buyer’s use or improvement of the Property which in any way affects
or impacts the drainage on, from, or across the Property from and after the date of Delivery. This
Indemnity shall survive termination and expiration of this Agreement and shall be binding upon Buyer, and
its successors and assigns.
12. ENVIRONMENTAL INDEMNITY
To the maximum extent provided by law, Buyer shall indemnify, protect, defend and hold harmless
all Indemnified Parties from and against any and all damages, losses, liabilities, obligations, penalties,
claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements, or expenses
(including, without limitation, attorneys’ and experts’ fees and disbursements) of any kind or of any nature
Gardenlife Purchase Agreement APN. 595-070-74 and 79 Page 7
whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against the Seller,
from and after the date of Delivery, as to the Property or any portions of the Property, arising from or out
of: the existence, release, presence or disposal on, in, under, about or adjacent of any hazardous materials,
hazardous substances, hazardous waste or toxic substances, as defined in all applicable local, state, and
federal laws and regulations (collectively, “Hazardous Materials”). This Indemnity shall be binding upon
Buyer, and its successors and assigns, and inure to the benefit, together with all rights and remedies of
Seller pursuant to this Agreement and any successor to Seller’s powers or interests in the Property. This
Indemnity shall survive termination and expiration of this Agreement and shall be binding upon Buyer, and
its successors and assigns.
13. LIMITED LIABILITY
Any obligations or liabilities of Seller arising by virtue of this Agreement shall be limited to the
Property and resort shall not be had to any other assets of Seller.
14. COMPLIANCE WITH LAWS
Buyer shall be solely responsible for compliance with all laws, governmental regulations, and the
direction of competent legal authority related directly or indirectly to Buyer’s purchase and intended use of
the Property, all at Buyer’s sole cost and expense. Buyer shall protect, defend, indemnify, and hold
harmless the Indemnified Parties from and against any and all claims asserted or liability established for
damages or injuries to any person or property, including injury to Buyer’s officers, employees, invitees,
guests, agents, or contractors, which arise out of or are in any manner directly or indirectly connected with
Buyer’s efforts to comply with such legal requirements.
15. REAL ESTATE COMMISSIONS
Seller has not contracted with a Broker in this transaction and seller will not be responsible for any
commission arising from this transaction. If any other broker, finder or other person makes a claim for
commissions or finder's fee based upon any contract, dealing or communication with a party, then such
party shall indemnify, defend and hold the other party harmless from and against all damages, claims,
losses and expenses, including attorneys' fees, arising out of the broker's, finder's or other person's claim.
16. CITY COUNCIL APPROVAL REQUIRED
Buyer understands and agrees that this Agreement must be reviewed and considered at a hearing
before the City Council. Buyer also understands that prior to the execution of this Agreement by Seller, the
City Council must approve the vacation of public access rights across the Property pursuant to the
California Streets and Highways Code and must determine and declare the Property as exempt surplus land
as provided for in California Government Code. The City Council has the discretion to approve or
disapprove the vacation, the surplus land finding and/or this Agreement or any sections thereof.
17. MISCELLANEOUS
Gardenlife Purchase Agreement APN. 595-070-74 and 79 Page 8
a. Legal Fees. In the event of the bringing of any action or suit by either party against the other
party by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of
the other party arising out of this Agreement, the party in whose favor final judgment shall be entered shall
be entitled to have and recover of and from the other party all costs and expenses of suit, including
reasonable attorneys' fees (or, in the event of any action to enforce this Agreement, the prevailing party
shall be entitled to recover all of its costs and expenses of the action, including reasonable attorney's fees),
as determined by a court of competent jurisdiction.
b. Time is of the Essence. Time is of the essence of each and every term, condition, obligation
and provision of this Agreement.
c. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which, together, shall constitute one and the same instrument. Facsimile
signatures are acceptable provided they are followed by hard copy originals within five days.
d. Severability. If any portion of this Agreement shall be declared by any court of competent
jurisdiction to be invalid, illegal, or unenforceable, such portion shall be deemed severed from this
Agreement, and the remaining parts of this Agreement shall remain in full force and effect, as fully as
though such invalid, illegal, or unenforceable portion had never been part of this Agreement.
e. Governing Law. This Agreement is executed and delivered in the State of California and
shall be construed and enforced in accordance with, and governed by, the laws of the State of California.
IN WITNESS WHEREOF, the duly authorized representative of each party has executed this
Agreement effective upon the date first written above.
SELLER: City of Chula Vista BUYER: GARDENLIFE-SALVA, LLC
By: By:
By: By:
Approved as to Form:
Gardenlife Purchase Agreement APN. 595-070-74 and 79 Page 9
Glen Googins, City Attorney
Exhibit A: Legal Description
Exhibit B: Form of Grant Deed
Exhibit “A”
CalTrans Sale- 805 Express Lane Project. NW corner of Hst and I-805
Exhibit “B”
Silvergate Sale- City Owned Parcel Located South and Adjacent to 150 Bonita rd.
Exhibit “C”
Gardenlife-Salva Sale- north side of Eastlake parkway and West of SR125
Exhibit “D”
LDA option- North of E street Adjacent to I-5