HomeMy WebLinkAboutContracts & Agreements_119-2003_CCv0001.pdf AGREEMENT FOR SALE OF WATER STOCK
This Agreement is entered into this 17th day of June 2003 (the "Effective Date"), by and
between the City of Redlands (hereinafter"City") and Western Water Company, the successor in
interest of Y.G. Rice Farms, L.P. (Western Water Company is hereinafter referred to as "Seller").
RECITALS
WHEREAS, Y.G. Farms, L.P. is the registered owner of four thousand nine hundred fifty
(4,950) shares of capital stock in the Bear Valley Mutual Water Company ("BVMWC"),
hereinafter the"Shares."
WHEREAS, in December 2002 Y.G. Farms, L.P. assigned and transferred all of this
right, title and interest in and to the Shares to Seller.
WHEREAS, Seller agrees to sell the Shares to City; and
WHEREAS, City desires to purchase the Shares from Seller for the sum of$722,700 (the
"Purchase Price");
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties agree as follows:
1. Purchase and Sale of Shares. Seller shall sell the Shares to City for the sum of
$722,700, and City shall pay such sum to Seller concurrent with Seller's delivery to City of the
stock certificates representing the Shares.
2. Close of Sale. Within ten (10) days after the Effective Date of this Agreement, Seller
shall cause the stock certificates representing the Shares to be delivered to City in exchange for
City's check made payable to Seller in the amount of the Purchase Price.
3. Seller's Warranties. Seller hereby makes the following representations, warranties
and acknowledgments.
3.1 Seller has full right, power and authority to execute this Agreement and to convey
unencumbered title to the Shares to the City as provided herein.
3.2 Seller has full right, power and authority to execute this Agreement and to convey
free and clear title to the Shares to the City as provided herein.
3.3 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.
Sale Agreement to the City of Redlands 6-17-032.doc
4. Notice. Notice given to either party shall be in writing and delivered in person(actual,
or by courier) or by registered or certified mail, postage prepaid, return receipt requested, and
shall be deemed communicated as of mailing or, in case of personal delivery,upon receipt.
Notice to City: Notice to Seller:
Douglas Headrick, P.E. James E. Sherman
Chief of Water Resources Executive Vice President& COO
City of Redlands Western Water Company
P.O. Box 3005 102 Washington Ave.
Redlands, California 92373 Pt. Richmond,CA 94801
5. Attorneys' Fees, In the event any action is commenced to enforce or interpret any
term or condition of this Agreement the prevailing party shall, in addition to any costs and other
relief,be entitled to the recovery of its reasonable attorneys' fees.
6. Entire Agreement. This Agreement represents the entire Agreement between the
parties hereto as to the subject matters contained herein.
7. Counterparts. This Agreement may be executed in two or more counterparts and each
shall be deemed an original.
8. Assignment. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties.
9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
10. Amendment. This Agreement may be amended only by written agreement signed by
the parties hereto.
IN WITNESS WHEREOF, the parties cause this Agreement to be executed as of the date
written above.
By: City of Redl ds Attest-,
Mayor Karl N. Haws City Clerk- L/
By: Western Water Company, the successor
in terest of Y. . Ric rms, L.P.
By: J es E. Sherman
Ex cutive Vice President& Chief Operating Officer