HomeMy WebLinkAboutContracts & Agreements_99-02_CCv0001.pdf AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement"),dated June 18,2002,("Effective Date")is made and entered into by and between the
City of Redlands("Seller")and The Redlands Conservancy,a non-profit corporation organized and
existing under the laws of the State of California("Buyer")hereinafter collectively referred to as the
"Parties."
RECITALS
A. Whereas, Seller owns certain real property located at 1247 Alta Street, Redlands,
California(the "Property"); and
B. Whereas, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the
Property, on and subject to the terms and conditions contained herein;
NOW THEREFORE,in consideration of the mutual promises contained herein,the Parties
hereby agree as follows:
AGREEMENT
1. PURCHASE PRICE
The total price for the Property shall be Fifteen Thousand Dollars, ($15,000.00) (the
"Purchase Price").
1.1 Deposit. Buyer shall deposit into Escrow the sum of Five Thousand Dollars
($5,000.00) within two days after the Opening of Escrow as an earnest money deposit (the
"Deposit"). The Deposit shall be applied towards the Purchase Price.
1.2 Balance of Payment. Buyer shall pay to Seller the sum of Ten Thousand Dollars
($10,000.00) plus interest which shall become due and payable eighteen months from the date of
Close of Escrow, or upon Buyer's sale of the Property, whichever occurs earlier. Buyer shall
execute a note in the amount of Ten Thousand Dollars($10,000.00) and a deed of trust in favor of
the City securing the note,both substantially in the forms attached hereto as Exhibits "A" and "B,"
respectively.
2. CONSTRUCTION OF IMPROVEMENTS.
Buyer shall, after Close of Escrow,promptly commence construction of the improvements
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which are listed in Exhibit "C," which is attached hereto and incorporated herein by this reference
(the "Improvements"). The Improvements shall be completed by Buyer within twelve(12)months
from the date of Close of Escrow. If the Improvements are not completed by such date, the
ownership of the Property shall revert to Seller in accordance with the terms of the Grant Deed,the
form of which is attached hereto as Exhibit "D."
3. 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 First American Title Company
(the "Title Company") showing title vested in Buyer subject to the exceptions to title approved by
Buyerpursuant to Section 3.1 below. Any additional endorsements or policy coverage requested by
Buyer shall be at Buyer's sole cost and expense.
4. CONDITIONS OF PURCHASE
Buyer's obligation to perform this Agreement and acquire 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.
4.1 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")covering the Property
from the Title Company. Buyer shall have seven(7)days after the date of Escrow Holder's provision
of the PTR to Buyer to approve or disapprove the status of title to the Property as disclosed in the
PTR. 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 intended use of the Property. Any exception not disapproved in
writing within the seven(7) 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 spend any money or to file a lawsuit or maintain 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 Closing.
Buyer shall then,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, both Parties shall be relieved from any further liabilities and/or
obligations under this Agreement.
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4.2 Inspections. With the prior consent of Seller,Buyer or Buyer's agent shall have the
right to physically inspect 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 seven
(7)days from the Effective Date of this Agreement. Any disapproval of the condition ofthe Property
shall be in writing and given to Seller within such seven(7)day period. In the event Buyer does not
disapprove the condition of the Property within the seven (7) day period, this condition shall be
deemed waived. In the event Buyer disapproves the condition of the Property within the seven(7)
day period, this Agreement shall terminate and the Parties shall be relieved from any further
liabilities and/or obligations under this Agreement.
5, ESCROW
5.1 QVenine. The purchase and sale of the Property shall be completed through an
escrow ("Escrow") to be opened at Guardian Escrow (the "Escrow Holder"). Upon the mutual
execution of this Agreement, Seller shall deposit with the Escrow Holder one fully executed
counterpart of this Agreement, which shall constitute the 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.
5.2 Closing. Escrow shall close on or before the date which is forty five(45)days from
the date of Opening of Escrow.
5.3 Costs. 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 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.
5.4 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.
5.5 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
said additional Escrow instructions increase the rights of one party against the other party hereto or
modify the terms and conditions of this Agreement.
5.6 Delivery of Documents. Escrow Holder shall prepare the Grant Deed and Buyer
shall deliver the Purchase Price to Escrow Holder at least one(1)business day prior to the Close of
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Escrow.
6. 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.
6.1 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.
6.2 All the documents executed by Seller which are to be delivered to Buyer at Close of
Escrow shall be duly authorized, executed and delivered by Seller and shall be legal, valid and
binding obligations of Seller enforceable against Seller 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 Seller is not a foreign person under Section 1445 Internal Revenue Code and will
execute a Certificate of Non-foreign status and deposit same into the Escrow prior to Close of
Escrow.
6.4 This Agreement has been duly executed by Seller and constitutes the valid and
binding Agreement of Seller enforceable against Seller in accordance with its terms.
7. 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.
7.1 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.
7.2 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.
7.3 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
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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 Buyer's 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,
8. 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:
Bob Clark, President City of Redlands
The Redlands Conservancy c/o Marjie Pettus
PO Box 855 PO Box 3005
Redlands, CA 92373 Redlands, CA 92373
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 Seller 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,
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
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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 Section1542 of the 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, which 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 orproceedings,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,
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,
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
limitations,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, 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, (i) any direct costs or expenses for investigation, study,
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assessment,legal representation,cost recovery by governmental agencies,or ongoing monitoring in
com-iection 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 statute, ordinance, rule,
regulation,order,consent decree,judgment or common-law doctrine,and provisions and conditions
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
255010) 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.
§ 6901 et sem. (42 U.S.C. § 6903); (xii) defined as a "hazardous substance" pursuant to the
Comprehensive Environmental Response,Compensation and LiahilityAct,42 U.S.C. §9601 et seq.
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(42 U.S.C. § 9601); (xiii) defined as "Hazardous Material" pursuant to the Hazardous Materials
Transportation Act,49 U.S.C. § 1801 et se .; (xiv)defined as such or regulated by any"Superfund"
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
Hazardous Materials and/or oil wells and/or underground storage tanks and/or 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. GENERAL PROVISIONS
10.1 Entire Agreement. This Agreement supersedes any prior oral or written agreements
between Buyer and Seller 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,executed by the Parties hereto. All obligations of Buyer and Seller under this Agreement
and the Escrow shall be joint and several.
10.2 Time is of the Essence. Time is of the essence of this Agreement and the Escrow
referred to herein.
10.3 Buyer's Performance. Close of Escrow and the performance of any duty imposed on
Buyerby this Agreement is conditioned on Seller's full performance of all duties imposed on Seller
in this Agreement.
10.4 Seller's Performance. Close of Escrow and the 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.
10.5 Successors and Assigns. 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,
personal representatives, assigns, and other successors in interest.
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10.6 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.
14.7 Amendment. Any amendment to this Agreement shall be in writing and executed
by the Parties hereto.
11. BROKERS AND FINDERS FEES
Buyer warrants that the execution of this Agreement was not induced or procured through
any person, firm, or corporation acting as a broker or finder. Buyer shall defend, indemnify and
hold Seller harmless from and against any damages, liability or cost,including without limitations,
reasonable attorney's fees, arising from or in connection with any claire by any person, firm or
corporation based upon its having acted as broker or finder for or in connection with this transaction
on behalf of Buyer.
IN WITNESS WHEREOF,the parties hereto executed this Agreement on the dates set forth
opposite their respective signatures hereto.
Executed this 18th day of June, 2002, at Redlands, California.
CITY OF REDLANDS THE REDLANDS CONSERVANCY
By: By: 1y
Karl Haws, Mayor Robert Clark, President
ATTEST:
By:
Lo 'e Poyzer, Clerk
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