HomeMy WebLinkAboutContracts & Agreements_130-2001_CCv0001.pdf AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOP, PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement"),dated September 4,2001 ("Effective Date")is made and entered into by and between
Dr. John Steinmann and/or assignee, ("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 the southwest comer of Luoonia
Avenue and Nevada Street in the City of Redlands(the"City"), San Bernardino County,California,
which is designated as Assessor's Parcel Number 292-321-06; (the"Property") and
B. Whereas,Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the
Property, subject to the terms and conditions contained herein;
NOW THERE-FORE,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 One Hundred Thirty-
Four Thousand One Hundred Fifty-Two Dollars (S 134,152) (the "Purchase Price").
2. TITLE TO PROPERTY
Seller shall,at Close of Escrow,by grant deed convey to Buyer good and marketable fee title
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to the Property as evidenced by a an extended coverage 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
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approved by Buyer pursuant to Section 3.1 below. Seller shall be responsible for the premium for
the standard policy of title insurance. The additional endorsements or extended policy coverage for
the ALTA policy requested by Buyer shall be at Buyer's sole cost and expense.
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,
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 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 and shall be limited to monetary
encumbrances and covenants,conditions,restrictions and easements ofrecord which adversely affect
the Buyer's intended use of the Property. 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 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 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
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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 Buyers 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(the Buyer's Due Diligence Period.").
Any disapproval of the condition of the Property shall be in writing and given to Seller within
Buyer's Due Diligence period. In the event Buyer does not disapprove the condition of the Property
within the Due Diligence period, this condition shall be deemed waived. In the event Buyer
disapproves the condition of the Property within the Due Diligence period, this Agreement shall
terminate and the Parties shall be relieved from any further liabilities and obligations under this
Agreement.
4. ESCROW
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 by both Buyer and Seller of this Agreement for Purchase and Sale 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
five thousand 05,000) dollars with escrow holder(the "Deposit"), Said deposit shall remain fully
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refundable to Buyer in the event that Buyer disapproves of the property during the Due Diligence
period. The Deposit shall become non-refundable to Buyer, and released to Seller, on Seller's
demand, in the event Buyer fails to close escrow and purchase the Property after Buyer's Due
Diligence period has expired. Should Buyer choose to purchase the property,said funds shall apply
to the purchase price.
4.2 Closing. Escrow shall close on or before ninety(90) days from the opening date of
escrow.
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
Bernardino County. Buyer shall pay the fees to record the new grant deed.
4.4 Prorations. Current real property taxes,bonds and assessments shall be prorated at
the date of recordation of the grant 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.
4.7 Assignment. Buyer reserves the right to assign its duties and obligations under this
Agreement to a related entity prior to 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.
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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 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
from Seller, and to take all actions required of it by the terms of this Agreement.
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 Bayer shall purchase the Property on Buyer's own prior
investigations and examination of the Property (or Buyer's election not to do so); AND THAT
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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
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
its address by written notice in accordance with this Section.
Buyer: Seller:
Arrowhead Orthopaedics, Inc. City of Redlands
c/o Dr. John Steinmann c/o City Manager
1517 West Cypress Avenue 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
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agreements between the par-ties 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 binding agent of any party to this Agreement shall be
9 binding, except
a subsequent amendment to this Agreement, in writing, executed by the Parties. All obligations of
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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 Bu_ver's Performance. Close of Escrow and performance of any duty imposed on
Agreement i
Buyer by this Ag s conditioned on Seller's full performance of all duties imposed on Seller
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in this Agreement.
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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 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.
8.6 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.
8.7 Amendment. Any amendment to this Agreement shall be in writing and executed
by the Parties.
9. HAZARDOUS SUBSTANCES
Buyer acknowledges and agrees that, to the best of the Seller's knowledge there exists no
"Hazardous Materials" (as such term is herein defined)nor oil wells,underground storage tanks,or
pipelines in,on,under or about the Property. Buyer further understands and agrees that in the event
Buyer incurs any loss or liability concerning Hazardous Materials and/or oil wells and/or
underground storage tanks and/or pipelines whether attributable to event occurring prior to or
following the effective date, then Buyer may look to prior owners of the Property, but under no
circumstances shall Buyer look to the City of Redlands for any liability or indemnification regarding
Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines.
Buyer, and each of the entities constituting Buyer, if any, from and after the Effective Date
hereof,hereby waives.releases,remises, acquits and forever discharges Seller,its elected officials,
officers, employees and agents and their respective heirs, successors,
personal representatives and
assigns, of and from any and all Environmental Claims, Environmental Cleanup Liability and
Environmental Compliance Costs. as those terms are defined below, and from any and all actions,
suits, legal or administrative orders or proceedings, demands, actual damages, punitive damages,
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loss, costs, liabilities and expenses, which concern or in any way relate to the physical or
environmental conditions of the Property, the existence of any Hazardous Material thereon, or the
release or threatened release of Hazardous Materials therefrom,whether existing prior to,at or after
the Effective Date of this Agreement. It is the intention of the Parties pursuant to this release that
any and all.responsibilities and obligations of Buyer, and any and all rights, claims right of action,
causes of action, demands or legal rights of any kind of Buyer, its successors, assigns or any
affiliated entity of Buyer, arising by virtue of the physical or environmental condition of the
property, the existence of any Hazardous Materials thereon, or any release or threatened release of
Hazardous Material therefrom, whether existing prior to, at or after the Effective date of this
Agreement are by this Release provision declared null and void and of no present or future force and
effect as to the Parties. In connection therewith,Buyer and each of the entities constituting Buyer,
expressly agree to waive any and all rights which they may have under Sectionl 542 ofthe California
Civil Code 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, ii�hich if known by him must have materially
affected his settlement with the debtor,"
Buyer and each of the entities constituting Buyer, shall, from and after the Effective Date of
this Agreement, defend, indemnify and hold harmless Seller, and its elected officials, officers,
employees and agents (collectively, the "Indemnified Parties") from and against 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 at any time from the physical and/or environmental conditions of the Property whether
before or after the Effective Date 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 such date, 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,
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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. Buyer further agrees that in
the event Buyer obtains, from former or present owners of the Property or any other persons or
entities, releases from liability, indemnities, or other forms of hold harmless relating to the subject
matter of this section, Buyer shall use its diligent efforts to obtain for Seller the same releases,
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indemnities and other comparable provisions.
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
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limitations,any governmental entity,relating to the Property or its operations and arising or alleged
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to arise under any Environmental Law.
(b) "Environmental Cleanup Liability" means any cost or expense of any nature
whatsoever incurred to contain, remove, remedy, clean up, 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, 1 1:1
limitation,, (") any direct costs or expenses for investigation, study,
assessment, legal representation, cost recovery by governmental agencies, or ongoing monitoring
in connection therewith and (11) 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 statute, ordinance, rule,
regulation,order,consent decree,judgment or common-law doctrine,and provisions and conditions
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of permits, license and other operating authorizations relating to (i) pollution or protection of the
environment, including natural resources (ii) exposure of persons, including employees, to
Hazardous Materials or other products,raw materials,chemicals or other substances,(iii)protection
of the public health or welfare from the effects of by-products, wastes, emissions, discharges or
releases of chemical substances from industrial or commercial activities or (iv) regulation of the
manufacture, use or introduction into commerce of chemical substances, including, without
limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage
and disposal.
(e) "Hazardous Material"is defined to include any hazardous or toxic substance,material
or waste which is or becomes regulated by any local government authority, the State of California,
or the United States Government. The term "Hazardous Material" includes,without limitation, any
material or substance which is: (i) petroleum or oil or gas or any direct or derivate product or by-
product thereof; (ii) defined as a "hazardous waste," "extremely hazardous waste" or "restricted
hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of
the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law);
(iii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety
Code,Division 20,Chapter 6.8(Carpenter-Presley-Tanner Hazardous Substance Account Act);(iv)
defined as a "hazardous material," "hazardous substance" or "hazardous waste" under Sections
25501(j) and(k)and 25501.1 of the California Health and Safety Code, Division 20, Chapter 6.95
(Hazardous Materials Release Response Plans and Inventory);(v)defined as"hazardous substance"
under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7
(Underground Storage of Hazardous Substances); (vi) "used oil" as defined under Section 25250.1
of the California Health and Safety Code; (vii) asbestos; (viii) listed under Article 9 or defined as
hazardous or extremely hazardous pursuant to Article I of Title 22 of the California Code of
Regulations,Division 4, Chapter 30; (ix)defined as waste or a hazardous substance pursuant to the
Porter-Cologne Act, Section 13050 of the California Water Code; (x) designated as a "toxic
pollutant"pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1317); (xi) defined as
a "hazardous waste"pursuant to the Federal Resource Conservation and Recovery Act,42 U.S.C.
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§ 6901 et seg. (42 U.S.C. § 6903); (xii) defined as a "hazardous substance" pursuant to the
Comprehensive Environmental Response,Compensation and Liability Act,42 U.S.C. §9601 et seq.
(42 U.S.C. § 9601); (xiii) defined as "Hazardous Material" pursuant to the Hazardous Materials
Transportation Act,49 U.S.C. § 1801 et sem.;(xiv)defined as such or regulated by any"Supertund"
or"Superlien"law,or any other federal state,or local law, statute,ordinance,code,rule,regulation,
order or decree regulating, relating to, or imposing liability or standards of conduct concerning
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Hazardous Materials and/or oil wells and or underground storage tanks anctlor pipeline,as now, or
at any time hereafter, in effect.
Notwithstanding anything to the contrary set forth herein,the releases,indemnities,and hold
harmless agreements given by Buyer to Seller pursuant to 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, on or under the Property, by Seller.
Notwithstanding any other provision of this Agreement,Buyer's release and indemnification
as set forth 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.
10. BROKERS AND FINDERS
Buyer acknowledges that the execution of this Agreement was procured through a broker
acting solely in behalf of Buyer,and that Seller shall have no obligation for the payment of any costs
or fees associated with Buyer's engagement of the Broker. Buyer agrees to defend,indemnify and
hold Seller 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
or corporation based upon its having acted as broker or finder for or in connection with this
transaction on behalf of Buyer.
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1. LIQUIDATED DAMAGES
The Parties acknowledge and agree that Buyer's unexcused failure to purchase the property
may result in damages to Seller,in an amount not readily ascertainable by the Parties. Such damages
would involve variable factors such as the removal of the property from the market,postponement
of sale and.property tax revenues from the property to the community, and the failure of the Seller
to effect its purposes and objectives within a reasonable time resulting in additional immeasurable
damage and loss to the Seller and community. It is impracticable and extremely difficult to fix the
amount of such damages to the Seller, but the parties are of the opinion, upon the basis of all
information available to them,that such damage would be approximately equal to the amount of the
deposit set forth in Section 4.1 at the time of default. In the event of such default by Buyer and the
election of Seller to terminate this Agreement and escrow and to obtain the liquidated damages
pursuant to this paragraph, Seller shall be rete
omSeller's o
Aligation to sell the property to
Buyer and by placing their initials here, Buy and Seller e " agree that Seller shall retain
as liquidated damages the deposit described in Section 4.1 above nd Seller shall have no other
rights or remedies whatsoever, other than retaining the deposit as liquidated damages and the
extinguishment of all farther obligations under this Agreement to Buyer. In the event this paragraph
shall be void for any reason, Seller shall be entitled to the full extent of damages or other remedies
otherwise provided by law or equity.
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IN WITNIESS WHEREOF,the Parties Hereto executed this Agreement on the dates set forth
apposite their respective signatures hereto.
BLE .:
F
,, Exe d is of �` / , 2001
a
California
BELLED: {PITY OF REDLANDS
'• Executed this 4th day of §ept. , 2001
Pat Gilbreath,Mayor at Redlands, California
Al''TE T-
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