HomeMy WebLinkAboutContracts & Agreements_55-2015_CCv0001.pdf Stock Purchase Agreement
This Stock Purchase Agreement ("Agreement") is made and entered into as of
April 7, 2015 ("Effective Date"), by and between the City of Redlands ("City") and John
E. Serrano and/or Kathleen A. Serrano, trustee(s) or successor trustee(s) of the Serrano
Trust dated February 7, 2007 ("Seller"). City and Seller are sometimes collectively
referred to in this Agreement as the "Parties"and individually as a"Party."
Recitals
WHEREAS, Seller is currently the registered owner of 1.5 shares of common
stock of the West Redlands Water Company("West Redlands"); and
WHEREAS, Seller has agreed to offer City the opportunity to purchase One and
One Half(1.5) shares of West Redlands common stock(the "Shares"); and
WHEREAS, City desires to exercise such purchase opportunity and purchase the
Shares from Seller, upon the terms and conditions and for the consideration set forth in
this Agreement; -
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Parties agree as follows:
Operative Previsions
1. Incorporation of Recitals. The Itecit4.ls set forth above are material and by this
reference are incorporated herein and made a part of this Agreement.
2. Purchase and Sale of Shares. Subject to the terms and conditions of this
Agreement, City agrees to purchase at the Closing, defined below, and. Seller agrees to
sell to City One and a One Half(1.5) shares of common stock of West Redlands for the
purchase price of Two Thousand Four Hundred and Seventy-Five ($2,475.00) ("Purchase
Price"),payable in 1IMi ediately available funds at Closing.
3. Closing,Delivery.
(a) The purchase and sale of the Shares shall take place at
Redlands, Califopnia, five (5) days after City approves this Agreement, or at such other
time and place as City and Seller mutually agree upon, orally or in writing (which time
and place are designated as the "Closing").
(b) At the Closing, City shall deliver to Seller the full Purchase Price
by cashier's check.
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(c) At the Closing, Seller shall deliver to City an originally executed
Stock Assignment in the form attached hereto as Exhibit "A," and by this reference
incorporated herein, relinquishing all right, title and interest in the Shares.
(d) Seller shall deliver to West Redlands original stock Certificate No.
1105 representing 1.5 shares, which includes the Shares contemplated under this
Agreement, for cancellation and issuance of a new certificate to City, representing the
Shares.
4; Re resentations Warranties and Covenants of Seller. Seller hereby represents,
warrants and covenants to City that:
(a) Authorization. This Agreement, when executed and delivered by
Seller, shall constitute a valid and legally binding obligation of Seller, enforceable against
Seller in accordance with its terms. The Shares are free and clear of all encumbrances,
liens and pledges and Seller has the right to sell the Shares in accordance with the terms
of this Agreement,
(b) Valid Issuance of Securities. The Shares, when sold and delivered
in accordance with the terms of this Agreement, will be fully paid and nonassessable and
free of restrictions on.transfer other than restrictions on transfer under applicable state
and federal securities laws.
(c) Annual Assessments. Seller shall have paid all annual assessments
for the Shares and respective share certificates as of the transfer date.
5. Survival. The warranties, representations, and covenants of Seller shall survive
the execution of the Agreement and the consummation of the purchase and sale of the
Shares herein described.
6. Miscellaneous Provisions.
(a) Nonassi ability. Neither this Agreement, nor any interest herein,
shall be assignable by Seller without the prior written consent of City.
(b) Notices. All notices and other communications required or
permitted to be given hereunder shall be in writing and shall be sent.by First Class mail,
postage prepaid, deposited in the United States mail in California, and if intended for
either Party shall be addressed to the address provided below each Party's name on the
signature page of this Agreement. Any Party, by written notice to.the other Party, may
change the address for notices to be delivered.
(c) Inurement. Subject to the restrictions against assignment set forth
Above, this Agreement shall insure to the benefit of, and shall be binding upon, the
assigns, successors in interest, personal representatives, estates, heirs, and legatees of
each of the Parties.
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(d) Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions
of this Agreement shall continue in full force and effect without being impaired or
invalidated in any way and shall be construed in accordance with the purpose and intent
of this Agreement.
(e) Entire Agreement. This Agreement contains the entire agreement
of the Parties, and supersedes any prior written or oral agreement between them
concerning the subject matter contained herein. There are no representations,agreements,
arrangements, or understandings, oral or written, between and among the Parties,relating
to the subject matter contained in this Agreement,which are not fully expressed herein.
(f) Counterparts. This Agreement may be executed in one or more
counterparts,each of which shall be an original,but all of which together shah be deemed
to be one and the same instrument.
(g) Governing Law. All questions with respect to the construction of
this Agreement,and the rights and liabilities of the Parties, shall be governed by the laws
of the State of California.
(h) Attorneys' Fees. If any action or proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement, the
successful or prevailing Party in such action or proceeding shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or proceeding, including
fees for a Party's use of in-house counsel, in addition to any other relief to which such
Party may be entitled.
[signature pagefollows]
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IN WITNESS WHEREOF,the undersigned have executed this Agreement as of
the date first set forth above.
SELLER
JOHN E.SERRANO AND/OR
KATHLEEN A. SERRANO,trustee(s)or
successor trustee(s)of the Serrano Trust
dated February 5, 2007
By:
Name: V cD(hW`
Title: stz e--
Address: e fJ, � C-�
Litz '3
CITY OFREDLANDS
By:(3;
Paul W.Foster,Mayor
Attest '
By: ,
Sam hwin, City Ct rk�{
Exhibit"All
STOCK ASSIGNMENT
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ASSIGNMENT SEPARATE FROM SHARE CERTIFICATE
The undersigned, hereby assigns and transfers to City of Redlands, 1.5 shares of
common stock of West Redlands Water Company ("West Redlands"), standing in the
name of the City of Redlands, on the books of West Redlands and represented by Stock
Certificate Number 1145.
Dated: 3 —i
JOHN E.SERRANO AND/OR
KATHLEEN A. SERRANO,trustee(s)or
successor trustee(s)of the Serrano Trust
dated February 5, 2007
By: GCnu'
Name:
Title: r
Address:
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