HomeMy WebLinkAboutContracts & Agreements_48-1997_CCv0001.pdf PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTION
is entered into by and between the City of Redlands, a municipal corporation("Buyer") and Esther
J. Schott ( "Seller").
RECD
A. Seller owns the legal fee title to certain real property located in the City of Redlands
which is more particularly described in Exhibit "A" which is attached hereto and incorporated herein
by this reference.
B. Buyer desires to purchase a portion of the real property described in Exhibit "A" and
Seller desires to sell and convey such portion of the property, which is more particularly described
in Exhibit 'B" and which is attached hereto and incorporated herein by this reference (the
"Property").
C. The parties desire by this Agreement to provide the terms and conditions for the
purchase and sale of the Property.
AGREEMENT
The parties therefore agree as follows:
1. PURCHASE.
Buyer agrees to buy, and Seller agrees to sell and convey, the Property for the
purchase price and upon the terms and conditions hereinafter set forth.
2. ESCROW.
Upon execution of this Agreement by the parties, Buyer shall open an escrow(the
"Escrow") with Guardian Escrow (the "Escrow Holder") for the purpose of consummating the
purchase and sale of the Property. The parties hereto shall execute and deliver to Escrow Holder such
escrow instructions prepared by Escrow Holder as may be required to consummate this transaction.
Any such instructions shall not conflict with,amend or supersede any provisions of this Agreement.
If there is any inconsistency between such instructions and this Agreement, this Agreement shall
control unless the parties agree in writing otherwise. The Escrow Instructions shall includethefollowing terms and conditions of sale:
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2.1 Purchase Price.
The total purchase price for the Property shall be the lump, sum of Seven Thousand
Three Hundred Dollars ($7,300), which shall be paid by Buyer to Seller through Escrow Holder in
cash at Close of Escrow.
2.2 Close of Escrow.
Escrow shall close on or before thirty (30) days following the date of execution of
this Agreement(the "Close of Escrow"). If the Escrow is not in a condition to close by the Close of
Escrow, any party who is not then in default may, in writing, demand the return of its money and/or
documents. Thereupon all obligations and liabilities of the parties under this Agreement shall cease
and terminate. If no such demand is made, Escrow shall be closed as soon as possible,
2.3 Condition of Title to Property
Seller shall convey title to the Property to Buyer as evidenced by a ALTA Standard
Form Policy or Binder of Title Insurance("Title Policy") in an amount equal to the purchase price.
The Title Policy shall show as exceptions with respect to the Property only matters approved in
writing by Buyer. Any exceptions to title representing monetary liens or encumbrances are hereby
disapproved by Buyer, and Escrow Holder is hereby authorized and instructed to cause the
reconveyance, partial reconveyance or subordination, as the case may be, of any such monetary
exceptions to Buyer's title to the Property at or prior to the Close of Escrow.
2.4 Escrow and Closing Costs.
Buyer shall pay the cost of the Title Policy, the Escrow fees and all recording costs
and other costs and expenses incurred herein. All parties acknowledge that Buyer is exempt from
payment of documentary transfer taxes.
2.5 Deposit of Funds and Documents.
A. At least one day prior to Close of Escrow, Buyer shall deposit into Escrow
(i) all Escrow and Closing Costs as described above; (ii) the purchase price to be paid to Seller
through Escrow; (iii)such other documentation as is necessary to close Escrow.
B. At least one day prior to the Close of Escrow, Seller shall deposit into Escrow
(i) the properly executed Grant Deed, a copy of which is attached hereto as Exhibit "C;" (ii) such
other documents and sums, if any, as are necessary to close Escrow in conformance herewith.
2.6 Buyer's Conditions Precedent to Close of Escrow.
The Close of Escrow is subject to the following conditions:
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(a) All representations and warranties of Seller set forth in this Agreement shall
be true and correct as of the Close of Escrow.
(b) Seller shall timely perform all obligations required by the terms of this
Agreement to be performed by it.
2.7 Seller's Conditions Precedent to Close of Escrow.
For the benefit of Seller, the Close of Escrow shall be conditioned upon the timely
performance by Buyer of all obligations required by the terms of this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller makes the following representations and warranties, each of which shall survive the
Close of Escrow:
(a) The execution and delivery of this Agreement by Seller,Seller's performance
hereunder, and the consummation of this transaction will not constitute a violation of any order or
decree or result in the breach of any contract or agreement to which Seller is at present a party, or
by which Seller is bound;
(b) To Seller's knowledge,no litigation and no governmental, administrative or
regulatory act or proceeding regarding the environmental, health and safe
is pending,proposed or threatened; safety aspects of the Property
(c) Seller shall not enter into any agreements or undertake any new obligations
prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Property
without the prior written consent of Buyer;
(d) According to Seller's actual knowledge,the Property and any contiguous real
property owned by Seller is not in violation of any federal, state or local statute, regulation or
ordinance relating to industrial hygiene or to environmental conditions on, under or about the
Property, including, but not limited to, soil and groundwater conditions underlying the Property
which could affect the Property or its use or development, and neither Seller nor any other person
or predecessor in interest has used.
.generated,manufactured, stored or disposed of on,under or about
the Property or transported to or from the Property any flammable materials,explosives,radioactive
materials,hazardous or contaminated materials or substances,toxic or noxious materials, substances
or related materials or substances ("Hazardous Materials"). For the purpose of this Section,
Hazardous Materials shall include,-without limitation,substances defined as"hazardous substances,"
"hazardous materials," "toxic substances," "hazardous wastes," "extremely hazardous wastes," or
restricted hazardous wastes," or stated to be known to cause cancer or reproductive toxicity, under
the Comprehensive Environmental Response,Compensation and Liability Act of 1980,as amended,
42 U.S.C. sections 9601,�Lt em; the Hazardous Materials Transportation Act, 49 U.S.C. sections
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1801, et sec; the Resource Conservation and Recovery Act, 42 U.S.C. sections 6901, et aeq; the
Federal Water Pollution Control Act, 33 U.S.C. sections 1317, et �L ; sections 25115, 25117,
25122.7, 25140,25249.5, 25249.8,25281, 25316 or 25501 of the California Health& Safety Code:
or any substances so defined or stated in any of the regulations adopted and publications'
promulgated pursuant to said laws as they may be amended from time to time; and
(e) Seller has and shall have paid before Close of Escrow all taxes and assessments
levied and assessed against the Property. If not paid prior to Close of Escrow, Seller hereby
authorizes Escrow Holder to disburse to the taxing authority from funds otherwise due to Seller an
amount sufficient to discharge said taxes and/or assessments.
These representations and warranties shall survive the Close of Escrow.
4. ACKNOWLEDGEMENT OF FULL BENEFITS AND RELEASE.
A. By execution of this Agreement, Seller, on behalf of itself,its successors and
assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the
Property by Buyer, and Seller hereby expressly and unconditionally waives any claim(s) for
damages, relocation assistance benefits, severance damages, interest, loss of goodwill, claim for
inverse condemnation or unreasonable precondemnation conduct, or any other compensation or
benefits other than as already expressly provided for in this Agreement, it being understood that this
is a complete and full settlement of all acquisition claims, liabilities,or benefits of any type or nature
whatsoever relating to or in connection with the acquisition of the Property.
B. Seller hereby acknowledges that it has had the opportunity to be advised by its
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attorney concerning, and is familiar with, the provisions of 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."
Seller acknowledges that it may have sustained damage, loss, costs or expenses which are
presently unknown and unsuspected,and such damage, loss, costs or expenses which may have been
sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless,
Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that
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situation,and hereby expressly waives any and all rights which it may have under California Civil
Code section 1542, or under any statute or common law or equitable principal of similar effect.
This acknowledgment and release shall survive the Close of Escrow.
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5. REMEDIES
If Seller defaults under this Agreement,then Buyer may,at Buyer's option,terminate
the Escrow or initiate an action for specific performance of this Agreement, or pursue any other
rights or remedies that Buyer may have at law or in equity. If Buyer defaults under this Agreement,
then Seller may,at Seller's option,terminate the Escrow or pursue any rights or remedies that Seller
may have at law or in equity.
6. MISCELLANEOUS.
A. Notice. Any notice to be given or other document or documents to be
delivered to either party by the other hereunder may be delivered in person or may be deposited in
the United States Mail in the State of California, duly registered or certified, with postage prepaid,
and addressed as follows:
Seller: Esther J. Schott
11448 Terracina,
Redlands, CA 92373
Buyer: City Clerk
City of Redlands
P. O. Box 3005
Redlands, CA 92373
Any notice or other document sent by registered or certified mail as aforesaid shall be
deemed to have been effectively served or delivered at the expiration of twenty-four (24) hours
following the deposit of said notice in the United States mail.
B. Time of Essence. Time is of the essence with respect to each and every provision
hereof.
C. Assignment. Neither this Agreement,nor any interest herein, shall be assignable by
any party without prior written consent of the other party.
D. Governing Law. All questions with respect to this Agreement, and the rights and
liabilities of the parties hereto, shall be governed by the laws of the State of California.
E. Inurement. Subject to the restrictions against assignment as herein contained, this
Agreement shall inure to the benefit of, and shall be binding upon, the assigns and successors in
interest of the parties hereto.
F. Attorneys Fees. If any legal action, arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of any alleged dispute, breach, default or
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misrepresentation in connection with this Agreement, the successful or prevailing party shall be
entitled to recover actual attorney fees (including fees for paraprofessionals and similar personnel
and disbursements) and other costs it incurs in that action or proceeding, in addition to any other
relief to which it may be entitled.
G. Entire Agreement. This Agreement contains the entire agreement of the parties
hereto, as to the matters contained herein and supersedes any prior written or oral agreements
between them. There are no representations, agreements, arrangements, or understandings, oral or
written, between the parties hereto,relating to the subject matter contained in this Agreement which
are not fully expressed herein.
H. Additional Documents. The parties hereto agree to execute any and all additional
documents and instruments necessary to carry out the terms of this Agreement.
I. No Merger. All warranties,representations, acknowledgments, releases,covenants,
and obligations contained in this Agreement shall survive delivery and recordation of the Grant
Deed.
J. Counterparts. This Agreement may be signed in counterpart or duplicate copies,and
any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes.
EXECUTED on the date or dates set forth below. This Agreement shall be effective as of the
date signed by all parties.
Date: June 4, 19197 Buyer:
CITY OF DL DS
Swen-Larson,Mayor
Attest:
`ity erk
Date: June 3, 1997 Seller:
By
sther J. Schott
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EXIBIT "A"
That land referred to in this report is situated in the County of San Bernardino, State of California,
and is described as follows:
Parcel 2 of Parcel Map 5659, in the City of Redlands, County of San Bernardino, State of California,
as per map recorded in Book 53, Pages 90 and 91, of Parcel Maps, in the office of the County
Recorder of said County.
EXHIBIT "B"
That portion of Parcel No. 2 of Parcel Map No. 5659, as recorded in Parcel Map Book 53, pages 90
and 91, records of said County, described as follows:
Commencing at the centerline intersection of Eureka Street and the westerly prolongation of the
north line of Parcel No. 2 of Parcel Map No. 14891, as recorded in Parcel Map Book 181, pages
86,87 and 88, records of said County, said point being an angle point in the boundary line of said
Parcel Map No. 14891; thence north 89046' 37" cast along the northerly boundary of said Parcel
Map No. 1489149.82 feet to an intersection with the east right-of-way line of Eureka Street as
shown by said Parcel Map, said point being the northwest comer of said Parcel No. 2 of said Parcel
Map, said point being also on a curve concave to the east and having a radius of 360.00 feet; thence
northerly along said curve from an initial tangent that bears north 4° 20' 30" west with a radius of
360.00 feet through a central angle of 40 03'25" an arc distance of 25.49 feet; thence north 000 17'
05" west 14.16 feet to the true point of beginning; thence continuing north 00° 17' 05" west 52.99
feet to a tangent curve concave to the west and having a radius of 450.66 feet; thence northerly
along said curve through a central angle of 6° 11' 49" an arc distance of 48.74 feet; thence north
6°28' 54" west 28.89 feet to a tangent curve concave to the southeast and having a radius of 25.00
feet; thence northeasterly along said curve through a central angle of 96° 11' 01" an arc distance
of 41.97 feet to a point which is 00° 17' 53" east 27.00 feet from the centerline of Stuart Avenue;
thence north 890 42' 07" east parallel with the centerline of said Stuart Avenue 10.00 feet; thence
north 000 17' 53" west 27.00 feet to a point on the centerline of said Stuart Avenue; thence south
890 42' 07" west along the centerline of said Stuart Avenue 93.08 feet to an intersection of said
Stuart Avenue and the existing centerline of Eureka Street; thence south 06 0 28' 54" east along the
centerline of said Eureka Street 89.54 feet to a tangent curve concave to the west and having a radius
398.66 feet; thence southerly along said curve through a central angle of 60 11'49" an arcdistance
of 43.12 feet; thence south 000 1T O5" east along the centerline of said Eureka Street 43.03 feet to
a tangent curve concave to the east and having a radius of 399.79 feet; thence along said curve
through a central angle of 10 25'43"an are distance of 9.97 feet to a point which is south 890 42' 12"
west 51.88 feet from the point of beginning; thence north 890 421' 12" east 51.88 feet to the point of
beginning.
Excepting therefrom any portion of Eureka Street or Stuart Avenue previously dedicated to the City
of Redlands.
EXHIBIT "C"
RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:
City Clerk
City of Redlands
P.O. Box 3005
Redlands, California 92')73
GRANT DEED
FOR A VALUABLE CONSIDERATION,Receipt of which is hereby acknowledged, Esther
J. Schott hereby GRANTS to City of Redlands, a municipal corporation, the following described
property in the City of Redlands, County of San Bernardino, State of California;
That portion of Parcel No. 2 of Parcel Map No. 5659, as recorded in Parcel Map Book 53, pages 90
and 91, records of said County, described as follows:
Commencing at the centerline intersection of Eureka Street and the westerly prolongation of the
north line of Parcel No. 2 of Parcel Map No. 14891, as recorded in Parcel Map Book 181, pages
86,87 and 88, records of said County, said point being an angle point in the boundary line of said
Parcel Map No. 14891; thence north 89046' 37" east along the northerly boundary of said Parcel
Map No. 14891 49.82 feet to an intersection with the cast right-of-way line of Eureka Street as
shown by said Parcel Map, said point being the northwest comer of said Parcel No. 2 of said Parcel
Map, said point being also on a curve concave to the east and having a radius of 360.00 feet; thence
northerly along said curve from an initial tangent that bears north 40 20' 30" west with a radius of
360.00 feet through a central angle of 4 0 03' 25" an arc distance of 25.49 feet; thence north 00 0 17'
05" west 14.16 feet to the true point of beginning; thence continuing north 000 17' 05" west 52.99
feet to a tangent curve concave to the west and having a radius of 450.66 feet; thence northerly
along said curve through a central angle of 6° 11' 49" an are distance of 48.74 feet; thence north
6 028' 54" west 28.89 feet to a tangent curve concave to the southeast and having a radius of 25.00
feet; thence northeasterly along said curve through a central angle of 96° 11' 01" an are distance
of 41.97 feet to a point which is 00° 17' 53" east 27.00 feet from the centerline of Stuart Avenue;
thence north 89* 42' 07" east parallel with the centerline of said Stuart Avenue 10.00 feet; thence
north 000 17' 53"west 27.00 feet to a point on the centerline of said Stuart Avenue; thence south
89" 42' 07" west along the centerline of said Stuart Avenue 93.08 feet to an intersection of said
Stuart Avenue and the existing centerline of Eureka Street; thence south 060 28' 54" east along the
centerline of said Eureka Street 89.54 feet to a tangent curve concave to the west and having a radius
398.66 feet; thence,southerly along said curve through a central angle of 60 11' 49" an are distance
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of 43.12 feet; thence south 00° 17'05" east along the centerline of said Eureka Street 43.03 feet to
a tangent curve concave to the east and having a radius of 399.79 feet, thence along said curve
through a central angle of 10 2543"an arc distance of 9.97 feet to a point which is south 890 42' 12"
west 51.88 feet from the point of beginning; thence north 890 42' 12" east 51.88 feet to the point of
beginning.
Excepting therefrom any portion of Eureka Street or Stuart Avenue previously dedicated to the City
of Redlands.
By:
Esther J. Schott
Date:
Notary
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