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HomeMy WebLinkAboutContracts & Agreements_161-2004_CCv0001.pdf ;mow, AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS INNER THIS AGREEMENT FOR PURCHASE AND SALE AND ("Agreement"),dated October 19,2004("Effective Date"),is made ESCROW INSTRUCTIONS Timothy and Grace Phelps ("Buyer") and entered into by and between and the City arof Redlands, a municipal corporation ("Seller") (sometimes herein collectively referred to as the "Parties"). REC-- I1TALS A. Whereas, Seller owns certain real property located at 1329 Barton R of Redlands and designated as Assessor's Parcel Number 172-481-02 the"Pr oad in the City ( operty") and B. Whereas, Seller agrees to sell to Buyer and Buyer agrees to purchase Property, subject to the terms and conditions contained herein; from Seller the NOW THEREFORE,in consideration of the mutual promises contained herein,the Parties agree as follows: AGREEMENT 1• PURCHASE PRICE The total price for the Property to be paid at Close of Escrow shall be One Hundred Seventy Two Thousand ($172,000.00)Dollars (the "Purchase Price"). 2• TITLE TO PROPERTY Seller shall,at Close of Escrow,by grant deed convey to Buyergood and to the Property as evidenced by a standard form C.L.T.A.standard coverage o • marketable i fee title in an amount equal to the Purchase Price of the Property g policy Company (the "Title Com P rty issued by Commonwealth Land Title Pany") 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 s following conditions, which are for Buyer's benefit only. In the event contingencies are not satisfied within the specified time limits, atisfaction of the waive such conditions or terminate this Agreement. ent any of the following ts,Buyer on, either may,at its sole option, 24 f'helps.wpd ? i MEN 3.1 Approval of Title Promptly after execution of this Agreement by Seller and Bu Escrow Holder shall deliver to Buyer a current preliminary title report( pTR ) Buyer, referred to therein covering the Pro e ,including documents after the date of Title Company's provision of the PTR to Bumerany to Buyer shall have five (5) days Of title to the Property as disclosed in the PTR and related documents. An disor approval o the status title shall be within the reasonable discretion of Buyer and shall be limited toomonetary s of encumbrances and covenants,conditions,restrictions and easements ofrecord which adversely affect the Buyer's intended use of the Property. y on not disaproved (5) day period shall be deemed approved y Buyer, and shall const utn Ming within the five hereunder. Any objection to a title exception by Buyer shall be made in writing t Sellerr,andexcept shall thereafter have three (3) days within which to use reasonable efforts to cure or oto provide Seller 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 include any obligation of Seller to expend any money or commence any legal action to correct not exceptions within the three(3) day period. Seller shall notify Buyer,in writing, of any disapproany ved tale exceptions which Seller is unable to cause to be removed prior to or at ClosePP shall, within five (5) business days thereafter, elect by giving written notice to Seller and Escrow s row Holder (i) to terminate this Agreement, or n to waive its disapproval of such exceptions,ow which case such exceptions shall then be deemed to be permitted exceptions. Bu yer's failure P , in such notice shall be deemed an election to terminate this Agreement.p In the event Buyer elects ive to terminate this Agreement, the Parties shall be relieved from any further liabilities and obligations under this Agreement. 3.2 Inspections With 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 Buyerdeems necessary. All Inspections shall be do er 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 e good faith discretion, to approve or disapprove of the condition of the Property exercise of its Inspections within thirty (30) days from the opening of escrow. Andisapproval as disclosed in such of the Property shall be in writing and given to Seller within such thirty(30)dof the condition Buyer does not disapprove the condition of the Property within the thirty (30) da e iod, this condition shall be deemed waived. In the event Buyer disapproves the condition of the prop errty within the thirty(30) day period, this Agreement shall terminate and the Parties shall be relievedy from any further liabilities and obligations under this Agreement. 4• ESCROW 4.1 O enin . The purchase and sale of the Property shall be completed throu h an escrow ("Escrow")to be opened at Guardian Escrow (the "Escrow Holder" g after the Seller's execution of this Agreement, Seller shall deposit with the Escr w�tHold r one(5) days fully executed counterpart of this Agreement,which shall constitute the Purchase Agreement and Escrow 24 Phelps.wpd 2 w rr�r r Instructions along with any additional escrow instructions executed by the Part' es pursuant to S 4.5 of this Agreement. The date of delivery to Escrow Holder of such fully�exe executed counterpartecti shall be deemed the opening of escrow("Opening of Escrow")and Escrow Holder shall notify and Seller in writing of the Opening of Escrow date, the date set for Close y Buyer acceptance of the escrow instructions. Within two (2) days of the opening of escrow,rBu y er 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. 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 November 30, 2004. 4.3 Costs. Except as otherwise expressly provided for herein, Seller shall pay all the lf of the usual Escrow costs and charges normally paid by a seller in an escrow closing i County, including without limitation one-half of the Escrow fee. Buyer shallay Escrow fee and such other costs and charges normally paid by a Buyern an escrow oclsing in San 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. Y 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 dayprior to the of Escrow. Close 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 ofEscrow. 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 This Agreement has been duly approved and executed by Seller and constitutes th valid and binding Agreement of Seller enforceable against Seller in accordance with its terms. e 24 Yheips,svpd 3 .v.r _....+.;.:..rz'' ......rte-�_ t..✓i,1..r_n :vmn�„-"J „uY—,` EWE 'w} 5.4 Seller has initiated an application to change the zoning from Commercial to Administrative-Professionalp e for the Property, which is tentatively scheduled for first reading on October 5, 2004. However, nothingin this Agreement shall obligate Seller to approve such a change of zoning. 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 ofBuyer 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 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. 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 commun or as of mailing. Mailed notices shall be addressed as set forth below, but each party may change icated upon delivery its address by written notice in accordance with this Section. 24 Phelps."W 4 Buyer: Seller: Timothy and Grace Phelps PO Box 7792 City Manager Redlands, CA 92373 City of Redlands PO Box 3005 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 purchase and sale of 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 a ent of an shall be binding, except a subsequent amendment to this Agre rnt ofnt, n party writinto thisexecAgreement 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 Counter arts 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. 8.6 Successors and Assi ns 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 Attorneys'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 24 Phelps.wpd 5 V by the Parties. IN WITNESS WHEREOF,the Parties hereto executed this Agreement on the dates set forth opposite their respective signatures hereto. BUYER: By'- Executed this day of_ _, 2004 Tim thy PL 1 at Redlands, California ByGExecuted thisZ� day of2004 ra e Phelps at Redlands, California. SELLER CITY OF REDLANDS By: Executed this 19 da of October isan P ppler, Mayor y ----___> 2004 at Redlands, California ATTEST: By: Beatrice Sanchez, Deputy Ci Clerk 34 Phelps.upd 6