HomeMy WebLinkAboutContracts & Agreements_107-2000_CCv0001.pdf AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement") dated September 19, 2000 ("Effective Date") is made and entered into by and
between James Martin and Joyce Hughes, husband and wife ("Seller"), and the City of Redlands,
a municipal corporation ("Buyer") (sometimes herein collectively referred to as the "Parties").
RECITALS
Whereas, Seller owns certain real property located at 1109 Herald Street in the City of
Redlands(the"City")which is designated as Assessor's Parcel Number 167-303-24(the"Property");
and
Whereas, Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the 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 Fifty-Two Thousand
Dollars ($ 52,000)(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 A.L.T.A. Joint Protection Policy of Title Insurance
in an amount equal to the Purchase Price of the Property issued by Chicago 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. Seller shall be responsible for the premium for the standard policy
of title insurance. Any additional endorsements or policy coverage requested by Buyer shall be at
Buyer's sole cost and expense.
3. CONDITIONS OF PURCHASE
Buyer's obligation to perform this Agreement and 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,
Escrow Holder shall deliver to Buyer a current preliminary title report("PTR"),including documents
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referred to therein, covering the Property from the Title Company. Buyer shall have fifteen (15)
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. Any exception not disapproved
in writing within the fifteen(15)day period shall be deemed approved by Buyer,and shall constitute
a permitted exception hereunder. Any objection to a title exception shall be in writing, and Seller
shall thereafter have seven (7) 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 seven(7)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
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. Buyer or Buyer's agent shall have the right to physically inspect and
perform tests,including an environmental investigation,(hereinafter collectively"Inspections"),on
the Property as Buyer deems necessary. All Inspections shall be done at Buyer's sole cost and
expense. Upon 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 twenty(20)days
from the opening,of escrow. Any disapproval of the condition of the Property shall be in writing and
given to Seller within such twenty (20) day period. In the event Buyer does not disapprove the
condition of the Property within the twenty(20)day period,this condition shall be deemed waived.
In the event Buyer disapproves the condition of the Property within the twenty(20)day period,this
Agreement shall terminate and the Parties shall be relieved from any further liabilities and
obligations under this Agreement.
4. ESCROW
4.1 Qpeniniz. 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 Buyer's execution of this Agreement, Buyer 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.
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4.2 Closing.. Escrow shall close, if at all, on or before October 19, 2000.
4.3 Costs. Seller shall pay all the usual Escrow costs and charges normally paid by
Seller in an escrow closing in San Bernardino County, including without limitation one-half of the
Escrow fee and the premium for the title Insurance policy to be delivered to Buyer. 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 Bernardino County.
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 parity hereto,or modify or
contradict 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.
4.7 Vesting. Title shall vest at close of escrow in the name of the City of Redlands, a
municipal corporation.
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 under Section 1445 Internal Revenue Code and will
execute a Certificate of Non-foreign status and deposit the same into the Escrow prior to Close of
Escrow.
5.3 Seller shall from and after the effective date of the sale of the property to Buyer,
defend,indemnify and hold harmless Buyer and its elected officials,officers,employees,agents and
representatives(collectively,the"Indemnified Parties")from and against any and all environmental
claims,environmental cleanup liability,environmental compliance costs,violation ofenvironmental
laws and any other claims, actions, suits, legal or administrative orders or proceedings,demands or
other liabilities resulting at any time from the physical and/or environmental conditions of the
Property whether before or after the date of Seller's execution of this Agreement, or from the
existence of any hazardous materials or the release or threatened release of any Hazardous Materials
of any kind whatsoever, in, on or under the Property occurring at any time whether before or after
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the date of Seller's execution of this Agreement, including but not limited to, all foreseeable and
unforeseeable damages,fees,costs,losses and expenses,directly or indirectly arising therefrom,and
including fines and penalties of any nature whatsoever, assessed, levied or asserted against any
Indemnified Parties to the extent that the fines and/or penalties are the result of a violation or an
alleged violation of any environmental law.
For the purpose of this Section, the following terms shall have the following meanings:
(a) "Environmental Claim" means any claim for personal injury, death and/or property
damage made, asserted or prosecuted by or on behalf of any third party, including, without
limitation, any governmental entity,relating to the Property or its operations and arising or alleged
to arise under any Environmental Law.
(b)"Environmental Cleanup Liability"means any cost or expense of any nature whatsoever
incurred to contain,remove,remedy,cleanup or abate any contamination or any Hazardous Materials
on or under all or any part of the Property,including the ground water thereunder,including without
limitation,(i)any direct costs or expenses for investigation,study,assessment,legal representation,
cost recovery by governmental agencies,or ongoing monitoring in connection therewith and(ii)any
cost, expense, loss or damage incurred with respect to the Property or its operation as a result of
actions or measures necessary to implement or effectuate any such containment, removal,
remediation, treatment, cleanup or abatement.
(c) "Environmental Compliance Cost" means any cost or expense of any nature whatsoever
necessary to enable the Property to comply with all applicable Environmental Laws in effect.
"Environmental Compliance Cost" shall include all costs necessary to demonstrate that the Property
is capable of such compliance.
(d) "Environmental Law" means any federal, state or local law, statute, ordinance or
regulation pertaining to health,industrial hygiene or the environmental conditions on,under or about
the Property, including without limitation, (i) the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Section 9601 et. seq. (ii) the
Resource Conservation and Recovery Act of 1976 ("RCRA"),42 U.S.C. Section 6901 et seq.; (iii)
California Health and Safety Code section 25 100 et seq.; (iv) the Safe Drinking Water and Toxic
Enforcement Act of 1986, California Health and Safety Code section 25249.5 et. sec.; (v) The
Federal Water Pollution Control Act,33 U.S.C.section 1151 et.seq.;(vi)The Porter-Cologne Water
Quality Control Act,California Water Code section 13000 et. seq.; and(vii) California Civil Code
section 3479 et. iM. as such laws are amended from time to time, and the regulations and
administrative codes applicable thereto.
(e) "Hazardous Material" as used herein, includes without limitation any material or
substance which is (a) defined or listed as a "hazardous waste," "extremely hazardous waste,"
"restrictive hazardous waste" or "hazardous substance," or considered as waste, condition of
pollution or a nuisance under the Environmental Laws; (b) petroleum or a petroleum product or
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fraction thereof-,(c)asbestos; and/or(d)substances known by the State of California to cause cancer
and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms "Hazardous
Materials" and"Environmental Laws" in their broadest sense.
Notwithstanding anything to the contrai y set forth herein,this Section shall not apply to nor
preclude liability of the Seller for any and all Environmental Claims, Environmental Cleanup
Liability., Environmental Compliance Costs, and any other claims, actions, suits, legal or
administrative orders or proceedings, demands or other liabilities resulting from the release in the
past or in the future of any Hazardous Materials of any kind whatsoever, in or under the Property,
by Seller.
Notwithstanding any other provision of this Agreement,Seller's indemnification as set forth
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in the provisions of this Section, as well as all provisions of this Section, shall survive the closing
of Escrow and any termination of this Agreement and shall continue in perpetuity.
5.4 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.
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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
from Seller, and to take all actions required of it by the terms of this Agreement.
7. NOTICE
Unless otherwise provided herein, any notice, tender, or delivery to be given hereunder by
either party to the other may be effected by personal delivery in writing or by registered or certified
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
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its address by written notice in accordance with this Section.
Buyer: Seller:
City of Redlands James Martin and Joyce Hughes
PO Box 3005 1570 Cactusnidge Street
Redlands, CA 92373 San Diego, CA 92105
S. GENERAL PROVISIONS
&I 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
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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 Captions and Construction.' The captions appearing at the commencement of the
sections hereof are descriptive only and for convenience and reference. Should there be any conflict
between any such caption and the section at the head of which it appears, the section shall control
and govern in the construction of this Agreement. This Agreement shall be construed as a whole and
in accordance with its fair meaning. Organization is for convenience and shall not be used in
construing meaning.
8.4 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.
8.5 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.
8.6 Counterparts. This Agreement maybe executed in any number of counterparts each
of which shall be deemed an original,but all of which,when taken together,shall constitute one and
the same instrument.
8.7 Successors and AssiVIL Each covenant and condition contained in this Agreement
shall inure to the benefit of and be binding on the Parties to this Agreement,their respective heirs,
I
personal representatives,assigns and other successors in interest;however,no such assignment shall
release or relieve Buyer from any obligations or liabilities under this Agreement.
8.8 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.
8.9 Amendment. Any amendment to this Agreement shall be In writing and executed
by the Parties.
9. BROKERS AND FINDERS
Seller warrants that the execution of this Agreement was not induced or procured through
any person,firm,or corporation acting as a broker or finder. Seller agrees to defend,indemnify and
hold Buyer harmless from and against any damage, liability or cost, including without limitation,
reasonable attorney's fees, arising from or in connection with any claim by any other person, firm
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or corporation based upon its having acted as broker or finder for or in connection with this
transaction on behalf of Seller.
10. POSSESSION
Seller shall deliver possession of the Property to Buyer free of all tenants and occupants at
close of escrow. Seller shall cause the removal of any tenants on the Property a minimum of five
(5) calendar days prior to close of escrow.
IN WITNESS WHEREOF,the Parties hereto executed this Agreement on the dates set forth
opposite their respective signatures hereto.
BUYER:
By:i�a I� Executed this 19th day of September, 2000
Pat Gilbreath,Mayor at Redlands California
Attest:
By�
e Poyze
y lerk
SELLER:
By: Executed thi 13 davof 2000
James Martin atCalif ornia.
By:_'; F Exec)qed this day of . 2000
J#ce Hughes at-- California.
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