HomeMy WebLinkAboutContracts & Agreements_3-03 RDA_CCv0001.pdf AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement"), dated June 17, 2003 ("Effective Date"), is made and entered into by and between
Santa Fe Annex, a limited partnership ("Santa Fe") and the Redevelopment Agency of the City of
Redlands,a public body,corporate and politic("Agency")(sometimes herein together referred to as
the "Parties").
RECITALS
A. Whereas, Santa Fe owns certain real property located in the City of Redlands,
California, which is identified as APN 169-281-23 and more specifically described in Exhibit "A"
attached here-to (the"Property"); and
B. Whereas, Santa Fe agrees to sell the Property to Agency, 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 by Agency to Santa Fe is Two Hundred Sixty-two
Thousand Five Hundred($262,500,00) Dollars (the "Purchase Price").
2. TITLE TO PROPERTY
Santa Fe shall, at Close of Escrow, by grant deed convey to Agency good and marketable
fee title to the Property as evidenced by a Standard form C.L.T.A. 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 Agency, subject to the exceptions to title approved by
Agency pursuant to Section 3.1 below,
3. CONDITIONS OF PURCHASE
Agency's obligation to purchase the Property shall be subject to the satisfaction of the
following conditions, which are for Agency's benefit only. In the event any of the following
contingencies are not satisfied within the specified time limits,Agency may,at its sole option,either
waive such conditions or terminate this Agreement.
3.1 A Title. Promptly after execution of this Agreement by Santa Fe and
pproval of T* I gr
Agency,Escrow Holder shall deliver to Agency a current preliminary title report("PTR"),including
documents referred to therein, covering the Property from the Title Company. Agency shall have
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five (5) days after the date of Title Company's provision of the PTR to Agency 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 Agency and shall be limited
to monetary encumbrances and covenants, conditions, restrictions and easements of record which
adversely affect Agency's intended use of the Property. Any exception not disapproved in writing
within the five(5)day period shall be deemed approved by Agency,and shall constitute a permitted
exception hereunder. Any objection to a title exception by Agency shall be made in writing to Santa
Fe, and Santa Fe shall thereafter have three (3) days within which to use reasonable efforts to cure
or to provide assurance of the cure ofthe 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 Santa Fe to expend any money or commence any legal action to
correct any exceptions within the three(3) day period. Santa Fe shall notify Agency, in writing, of
any disapproved title exceptions which Santa Fe is unable to cause to be removed prior to or at Close
of Escrow. Agency shall,within five(5)business days thereafter, elect by giving written notice to
Santa Fe 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.
Agency's failure to give such notice shall be deemed an election to terminate this Agreement. In
the event Agency 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 Santa Fe,which consent shall not be
unreasonably withheld, Agency shall have the right to physically inspect and perform tests and
environmental investigations (hereinafter collectively "Inspections") on the Property as Agency
deems necessary. All Inspections shall be done at Agency's sole cost and expense. Within ten(10)
days of the completion of such Inspections,the Property shall be returned to its original condition.
Agency 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 at any time prior to the Close of
Escrow. Any disapproval of the condition of the Property shall be in writing and given to Santa Fe
within such period. In the event Agency disapproves the condition of the Property prior to Close
of Escrow, 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, Santa Fe shall deposit with the Escrow Holder one
fully executed counterpart of this Agreement, which shall constitute the Purchase Agreement and
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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 Agency and Santa Fe in writing of the Opening of Escrow date, the date set for Close of
Escrow, and its acceptance of the escrow instructions,
4.2 Closing. Escrow shall close, if at all, on or before August 1, 2003.
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4.3 Costs. Agency shall pay all Escrow costs and title charges.
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. Agency and Santa Fe 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 De1jyM of Documents. Escrow Holder shall prepare the Grant Deed and Agency
shall deliver the total Purchase Price to Escrow Holder at least one�1)business clay prior to the Close
of Escrow.
5. SANTA FE'S REPRESENTATIONS,WARRANTIES AND ACKNOWLEDGMENTS
Santa Fe hereby makes the following representations,warranties and acknowledgments and
agrees that such representations,warranties and acknowledgments shall survive the Close ofEscrow.
5.1 Santa Fe has full right,power and authority to execute this Agreement and to convey
fee simple title to the Property to Agency as provided herein.
5.2 Santa Fe 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 Santa Fe and constitutes
the valid and binding Agreement of Santa Fe enforceable against Santa Fe in accordance with its
terms.
6. HAZARDOUS SUBSTANCES
Santa Fe represents to Agency that, to the best of Santa Fe's knowledge, there exists no
"Hazardous Materials" (as such term is defined in federal and state law)underground storage tanks
or pipelines in,on,under or about the Property. Santa Fe her understands and agrees that in the
event Agencyincurs any loss or liability concerning Hazardous Materials,underground storage tanks
or pipelines,whether attributable to events occurring prior to or following the Effective Date of this
Agreement,then Agency may pursue Agency's remedies against Santa Fe and any prior owners of
the Property for any liability or indemnification regarding such Hazardous Materials,underground
storage tanks or pipelines.
7. Agency'S REPRESENTATIONS AND WARRANTIES
Agency hereby makes the following representations,warranties and acknowledgments and
agrees that such representations, warranties and acknowledgments shall survive Close of Escrow.
2035 W.Stuartwpd 3
T I
Agency hereby represents and warrants that the person executing this Agreement has
the full authority and power to enter into this Agreement on behalf of Agency to purchase the
Property from Santa Fe, and to take all actions required of it by the terms of this Agreement.
7.2 All the documents executed by Agency which are to be delivered to Santa Fe at Close
of Escrow shall be duly authorized,executed and delivered by Agency and shall be legal,valid and
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binding obligations ofAgencyenforceable against Agency in accordance with their respective terms,
and shall not violate any agreement to which Agency is a party or to which it is subject.
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.
Redevelopment Agency of the Santa Fe Annex:
City of Redlands Johnny Moore
John Davidson, City Manager PO Box 790
PO Box 3005 Redlands, CA 9237')
Redlands, CA 92373
9. GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement supersedes any and all prior oral or written
agreements between the Parties 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
Agency and Santa Fe under this Agreement and the Escrow shall be joint and several.
9.2 Time is of the Essence. Time is of the essence of this Agreement and the Escrow
referred to herein.
9.3 Agency's Performance. Close of Escrow and performance of any duty imposed on
Agency by this Agreement is conditioned on Santa Fe's full performance of all duties imposed on
Santa Fe in this Agreement.
9.4 Santa Fe's Performance. Close of Escrow and performance of any duty imposed on
Santa Fe by this Agreement is conditioned on Agency's full performance of all duties imposed on
Agency in this Agreement.
9.5 CounLefflarts. 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.
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9.6 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.
9.7 Amendment. Any amendment to this Agreement shall be in writing and executed
by the Parties.
IN WITNESS WHEREOF,the Parties hereto executed this Agreement on the dates set forth
opposite their respective signatures hereto.
SANTA FE ANNEX,A LIMITED PARTNERSHIP
y
By: Executed this day of 2003
at Redlands, California
By: Executed this—day of 2003
at Redlands, California
REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
By: Executed this 17thday of June _, 2003
Karl N. (Kasey)Haws, Chair at Redlands, California
By: Executed this 17th day of June 2003
av
i
J�&ds/n, Executive Director at Redlands, California
ATTEST:
B
Lo ;?4P�oyzer,
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IBIT "A"
c�^R PT24N: That certain real property located in the
eSCity
of Redlands, County of San Bernardin, of
o California, consisting of that portion
Lot 18 and Lots 20 through 26 inclusive, and a
vacated alley lying adjacent to the south line
of said Lot 20, all being in Bleck C of the
Central Townsite Subdivision as shown in Book
8 of Maps, Page 57 , Official Records Of said
ata
County, described as commencing 10 feet
the easterly line of Lot 26 lying 14 .
North of the Southeast corner of said Lot,
thence North along the East line of said Lot
26 and its Northerly prolongation and the West
e East
line of Lots 20 and 11s , alsobeing
gof 168.90
line of Third Street; a
feet to the South line of Stuart Avenue,
thence Westerly along the south fencee of Stuart
South-
Avenue a distance of 122 feet,
South-
westerly in a direct line a distance of 22. 63
feet to a point in the West line of Lot 20
lying 13 feet South of the Northwest corner of
said Lot, thence south along the West line of
Lot 20 and its southerly prolongation and the
West line of Lot 21 to a point in theofWest
the
line of Lot 2i lying 14. 10 feet North
southwest corner of said Lot 21, thence East a
distance of 138 .feet to the point of begin-
ning.
138 ' X 168,9 ' , less 128 square feet lying
�atc'�T srZE. are feet more
within Stuart Avenue 23, 180 square
or less.
LtCa' `�C}N AI}t?R 'SS d 205 W. Stuart Avenue
Redlands, California 92374