HomeMy WebLinkAboutContracts & Agreements_78-2003_CCv0001.pdf AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement"), dated May 6, 2003 ("Effective Date"), is made and entered into by and between
Gardner Construction&Development("Buyer"),and the City of Redlands,a municipal corporation
("Seller") (sometimes herein collectively referred to as the "Parties").
RECITALS
A. Whereas, Seller owns certain real property located at 1132 East Cypress Avenue in
the City of Redlands and designated as Assessor's Parcel Number 173-191-16(the"Property")and
B. Whereas, Seller agrees agrees to sell to Buyer and Buyer to purchase from Seller the
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Property, subject to the terms and conditions contained herein;
NOW THEREFORE,in consideration of the mutual promises contained herein,the Parties
agree as follows:
AGREEMENT
I PURCHASE PRICE
The total price for the Property to be paid at Close of Escrow shall be Eighty-one Thousand
($81,000.00)Dollars (the "Purchase Price").
2. TITLE TO PROPERTY
Seller shall,at Close of Escrow,by grant deed convey to Buyer good and marketable fee title
to the Property as evidenced by a standard form C.L.T.A.standard coverage policy of title insurance
in an amount equal to the Purchase Price of the Property issued by Commonwealth Title Company
(the "Title Company")showing title vested in Buyer,subject to the exceptions to title approved by
Buyer pursuant to Section 3.1 below.
3. CONDITIONS OF PURCHASE
Buyer's obligation to purchase the Property shall be subject to the satisfaction of the
following conditions, which are for Buyer's benefit only. In the event any of the following
contingencies are not satisfied within the specified time limits, Buyer may,at its sole option, either
waive such conditions or terminate this Agreement.
3.1 Approval of Title. Promptly after execution of this Agreement by Seller and Buyer,
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Escrow Holder shall deliver to Buyer a current preliminary title report("PTR"),including documents
referred to therein,covering the Property from the Title Company. Buyer shall have five (5) days
after the date of Title Company's provision of the PTR to Buyer to approve or disapprove the status
of title to the Property as disclosed in the PTR and related documents. Any disapproval of status of
title shall be within the reasonable discretion of Buyer and shall be limited to monetary
encumbrances and covenants,conditions,restrictions and easements of record which adversely affect
the Buyer's intended use of the Property. Any exception not disapproved in writing within the five
(5) day period shall be deemed approved by Buyer, and shall constitute a permitted exception
hereunder. Any objection to a title exception by Buyer shall be made in writing to Seller,and Seller
shall thereafter have three (3) days within which to use reasonable efforts to cure or to provide
assurance of the cure of the title defect and cause such item to be removed from the title policy to
be issued at Close of Escrow. The term"reasonable efforts," as used in this Paragraph 3.1, shall not
include any obligation of Seller to expend any money or commence any legal action to correct any
exceptions within the three(3)day period. Seller shall notify Buyer,in writing,of any disapproved
title exceptions which Seller is unable to cause to be removed prior to or at Close of Escrow. Buyer
shall, within five (5)business days thereafter, elect by giving written notice to Seller and Escrow
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Holder (i) to terminate this Agreement, or (ii) to waive its disapproval of such exceptions, in
which case such exceptions shall then be deemed to be permitted exceptions. Buyer's failure to give
such notice shall be deemed an election to terminate this Agreement. In the event Buyer elects to
terminate this Agreement, the Parties shall be relieved from any further liabilities and obligations
under this Agreement.
3.2 Inspections. With the prior written consent of Seller, which consent shall not be
unreasonably withheld,Buyer shall have the right to physically inspect and perform tests,including
environmental investigations, zoning and economic feasibility and suitability studies (hereinafter
collectively"Inspections")on the Property as Buyer deems necessary. All Inspections shall be done
at Buyer's sole cost and expense. Within ten (10) days of the completion of such Inspections, the
Property shall be returned to its original condition. Buyer shall have the right,in the exercise of its
good faith discretion,to approve or disapprove of the condition of the Property as disclosed in such
Inspections within thirty (30) days from the opening, of escrow. Any disapproval of the condition
of the Property shall be in writing and given to Seller within such thirty(30)day period. Inthe event
Buyer does not disapprove the condition of the Property within the thirty (30) day period, this
condition shall be deemed waived. In the event Buyer disapproves the condition of the Property
within the thirty(30) day period, this Agreement shall terminate and the Parties shall be relieved
from any further liabilities and obligations under this Agreement.
3.3 Zone Chane. The sale of the Property is contingent upon Buyer's ability to process
and obtain approval for a change of zone for the Property from R-S Suburban Residential to A-P
Administrative and Professional. Buyer acknowledges and agrees that Seller has no obligation to
approve any change of zone for the Property and Seller shall have no liability to Buyer in the event
any request for a change of zone is not approved by Seller.
4. ESCROW
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4.1 Opening. The purchase and sale of the Property shall be completed through an
escrow ("Escrow")to be opened at Guardian Escrow (the "Escrow Holder"). Within five (5) days
after the mutual execution of this Agreement, Seller shall deposit with the Escrow Holder one fully
executed counterpart of this Agreement,which shall constitute the Purchase Agreement and Escrow
Instructions along with any additional escrow instructions executed by the Parties pursuant to Section
4.5 of this Agreement. The date of delivery to Escrow Holder of such fully executed counterpart
shall be deemed the opening of escrow("Opening of Escrow")and Escrow Holder shall notify Buyer
and Seller in writing of the Opening of Escrow date, the date set for Close of Escrow, and its
acceptance of the escrow instructions. Within two (2) days of the opening of escrow,Buyer shall
deposit the sum of ten thousand($10,000)dollars with escrow holder(the"Deposit"). The Deposit
shall be non-refundable to Buyer, and released to Seller, on Seller's demand, as soon as the results
of Buyer's due diligence period have been accepted by the Buyer. Should Buyer choose to proceed
with the closing, said funds shall apply to the purchase price.
4.2 Closing. Escrow shall close, if at all, on or before October 31, 2003.
4.3 Costs. Except as otherwise expressly provided for herein, Seller shall pay all the
usual Escrow costs and charges normally paid by a seller in an escrow closing in San Bernardino
County, including without limitation one-half of the Escrow fee. Buyer shall pay one-half of the
Escrow fee and such other costs and charges normally paid by a Buyer in an escrow closing in San
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Bernardino County. Buyer shall pay the fees to record the new deed.
4.4 Prorations. Current real property taxes,bonds and assessments shall be prorated at
the date of recordation of the deed, on the basis of a thirty (30) day month.
4.5 Additional Documents. Buyer and Seller shall execute such additional Escrow
instructions as Escrow Holder may reasonably require to act as Escrow Holder,but in no event shall
the Escrow instructions increase the rights of one party against the other party hereto or modify the
terms and conditions of this Agreement.
4.6 Delivery of Documents, Escrow Holder shall prepare the Grant Deed and Buyer
shall deliver the total Purchase Price to Escrow Holder at least one(1)business day prior to the Close
of Escrow.
5. SELLER'S REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS
Seller hereby makes the following representations, warranties and acknowledgments and
agrees that such representations,warranties and acknowledgments shall survive the Close of Escrow.
5.1 Seller has full right, power, and authority to execute this Agreement and to convey
fee simple title to the Property to Buyer as provided herein.
5.2 Seller is not a foreign person Linder Section 1445 Internal Revenue Code and will
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execute a Certificate of Non-foreign status and deposit the same into the Escrow prior to Close of
Escrow.
5.3 This Agreement has been duly approved and executed by Seller and constitutes the
valid and binding Agreement of Seller enforceable against Seller in accordance with its terms.
6. BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer hereby makes the following, representations, warranties and acknowledgments and
agrees that such representations, warranties and acknowledgments shall survive Close of Escrow.
6.1 Buyer hereby represents and warrants that the person executing this Agreement has
the full authority and power to enter into this Agreement on behalf of Buyer to purchase the Property
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from Seller, and to take all actions required of it by the terms of this Agreement.
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6.2 All the documents executed by Buyer which are to be delivered to Seller at Close of
Escrow shall be duly authorized, executed and delivered by Buyer and shall be legal, valid and
binding obligations of Buyer enforceable against Buyer in accordance with their respective terms,
and shall not violate any agreement to which Buyer is a party or to which it is subject.
6.3 That(i)prior to Close of Escrow,Buyer will have had the opportunity to investigate
all physical, land use and economic aspects of the Property and to make all inspections and
investigations of the Property which Buyer deems necessary or desirable to protect its interest in
acquiring the Property, including,without limitation, environmental audits and assessments, toxic
reports, surveys, investigation of land use and development rights, development restrictions and
conditions that are or may be imposed by governmental agencies, soils and geological reports,
engineering and structural tests, insurance contracts, cost to complete studies, governmental
agreements and approvals,and(ii)Seller,nor anyone acting for or on behalf of Seller,has made any
representation,warranty,promise or statement,express or implied,to Buyer,or to anyone acting for
or on behalf of Buyer, concerning the Property or the use thereof. Buyer further represents and
warrants that all matters concerning the Property have been or shall be independently verified by
Buyer prior to Close of Escrow, and that Buyer shall purchase the Property on Buyers own prior
investigations and examination of the Property (or Buyer's election not to do so); AND THAT
BUYER IS PURCHASING THE PROPERTY IN AN "AS IS" PHYSICAL CONDITION
AND IN AN "AS IS" STATE OF REPAIR.
7. NOTICE
Unless otherwise provided herein, any notice, tender, or delivery to be given hereunder by
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either party to the other may be effected by personal delivery in writing or by registered or certif
mail, postage prepaid, return receipt requested, and shall be deemed communicated upon delivery
or as of mailing. Mailed notices shall be addressed as set forth below, but each party may change
its address by written notice in accordance with this Section.
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Buyer: Seller:
Gardner Construction& Development, Inc. City Manager
Mark Gardner, President City of Redlands
555 Cajon Street, Suite "G" PO Box 3005
Redlands, CA 92373 Redlands, CA 92373
8. GENERAL PROVISIONS
8.1 Entire Agreement. This Agreement supersedes any and all prior oral or written
agreements between the parties hereto relating to the Property and contains the entire agreement of
the Parties as to the matters covered hereby. No other agreement,statement or promise made by any
party or to any employee,officer or agent of any party to this Agreement shall be binding, except a
subsequent amendment to this Agreement, in writing, executed by the Parties. All obligations of
Buyer and Seller under this Agreement and the Escrow shall be joint and several.
8.2 Time is of the Essence. Time is of the essence of this Agreement and the Escrow
referred to herein.
8.3 Buyer's Performance. Close of Escrow and performance of any duty imposed on
Buyer by this Agreement is conditioned on Seller's full performance of all duties imposed on Seller
in this Agreement.
8.4 Seller's Performance. Close of Escrow and performance of any duty imposed on
Seller by this Agreement is conditioned on Buyer's full performance of all duties imposed on Buyer
in this Agreement.
8.5 CountMarts. This Agreement maybe executed in any number of counterparts each
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of which shall be deemed an original,but all of which,when taken together,shall constitute one and
the same instrument.
8.6 Successors and Assigns. This Agreement shall inure to the benefit of and be binding
on the Parties to this Agreement, their respective heirs, assigns and other successors in interest;
however,no such assignment shall release or relieve Buyer from any obligations or liabilities under
this Agreement.
8.7 Attorney's Fees. In the event any action is commenced to enforce or interpret the
terms or conditions of this Agreement the prevailing party shall, in addition to any costs or other
relief, be entitled to recover its reasonable attorneys' fees.
8.8 Amendment. Any amendment to this Agreement shall be in writing and executed
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by the Parties.
IN WITNESS WHEREOF,the Parties hereto executed this Agreement on the dates set forth
opposite their respective signatures hereto.
BUYER:
By: NJ
Executed this 10'�-day of 2003
es dent
Mark Gard President at_"OLOpl�5 California
SELLER: CITY OF REDLANDS
Executed this 6-th day of --Bay—, 2003
Karl N. (Kasey) Haws, Mayor at Redlands, California
ATTEST:
By:
Loji?Poyzer, C rk
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