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CA071 RPR 241986
0881A _.: RECCE ,
AGENCY
OFFER TO PURCHASE REAL PROPERTY
1 . BUYER. Redevelopment Agency of the City of Redlands, a Municipality,
("Buyer") hereby offers to purchase from Southern Pacific Transportation
Company, a Delaware corporation, ("Seller") , the real property hereinafter
described upon the following terms and conditions .
2 . PROPERTY. The real property ("Property") which is the subject of this
offer consists of 0.626 of an acre , more or less , located in the City of
Redlands , County of San Bernardino, State of California, together with all
appurtenances thereto and improvements thereon, if any. The Property is more
particularly described on Exhibit "A"
3, PURCHASE PRICE.
3. 1 The Purchase Price to be paid by Buyer to Seller for the Property
is $235,000,
4. DEPOSITS.
4.1 Within five (5) calendar days of acceptance of this offer by
Seller, Buyer shall deliver to Escrow Holder Cas defined in paragraph 5) , a
cashier' s check in the sum of $7,050 (the "Deposit") , which shall apply toward
the Purchase Price.
4,2 Escrow Holder is hereby authorized and instructed to disburse to
Seller the total of the Deposit, less $500.00, as provided in Paragraph 7.2 .
Buyer hereby releases Escrow Holder for any claims arising out of Escrow
Holder' s compliance with the provisions of this paragraph 4.3 and paragraph
7.2 . ,
BUYER'S INITIALS t ' SELLER'S INITIALS
4. 3 The balance of the Purchase Price, including Buyer' s Escrow fees
and other closing costs, if any, shall be deposited with Escrow Holder, by
cashier' s check no later than 2.00 o'clock P.M. on the business day prior to
the Closing Date (as defined in Paragraph 8. 1 ) .
4.4 In the event Buyer shall fail to deliver the Deposit on or before
the date set forth in this paragraph 4 or promptly to perform any other
covenant or obligation contained in this agreement, Seller may elect to
specifically enforce this agreement or to terminate this agreement and retain
as liquidated damages the amounts provided in paragraph 4.6 of this
agreement. No waiver by Seller of any delinquency or default on the part of
Buyer shall be construed as a waiver of any subsequent delinquency or default.
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4.5 IN THE EVENT SELLER ELECTS TO TERMINATE THIS AGREEMENT AS A RESULT
OF A DELINQUENCY OR DEFAULT BY BUYER AS PROVIDED IN PARAGRAPH 4.4 OR, IN THE
ALTERNATIVE, IN THE EVENT BUYER FAILS TO PERFORM ANY COVENANT OR OBLIGATION
PURSUANT TO THIS AGREEMENT, IT IS EXPRESSLY ACKNOWLEDGED THAT SELLER WILL
INCUR SUBSTANTIAL DAMAGES AS A RESULT OF SUCH DELINQUENCY, DEFAULT OR FAILURE
OF PERFORMANCE, AND IT IS FURTHER ACKNOWLEDGED THAT SUCH DAMAGES WILL BE
EXTREMELY DIFFICULT TO CALCULATE AND ASCERTAIN. THEREFORE, IT IS EXPRESSLY
AGREED THAT BUYER SHALL PAY TO SELLER LIQUIDATED DAMAGES IN THE SUM OF $6,550,
WHICH BUYER AND SELLER AGREE ARE REASONABLE IN LIGHT OF ALL THE FACTS KNOWN TO
THEM ON THE DATE OF THE AGREEMENT, AND SUCH DAMAGES SHALL BE RETAINED BY
SELLER FROM THE DEPOSIT.
BUYER'S INITIALS SELLER'S INITIALS
. ESCROW.
. 1 The purchase and sale of the Property shall be consummated by
means of an escrow (the "Escrow") to be opened at the office of Ticor Title
Insurance Company ("Escrow Holder") , located at 340 Fourth Street, San
Bernardino, California 92403.
5.2 Upon acceptance of this offer by Seller, Buyer shall request that
Escrow Holder promptly prepare escrow instructions , on its customary form, for
the purchase and sale of the Property upon the terms and provisions hereof..
The escrow instructions shall be promptly signed by Buyer and Seller. The
Escrow shall be deemed to be "opened" as of the date fully executed
counterparts of such instructions are delivered to Escrow Halder by Buyer and
Seller. The escrow instructions shall not modify or amend the provisions of
this agreement unless otherwise expressly set forth therein. At the option of
Escrow Holder this document may be considered as its escrow instructions , with
such further instructions as Escrow Holder shall require in order to clarify
the duties and responsibilities of Escrow Holder.
6. PRELIMINARY TITLE REPORT AND DOCUMENTS. Within a reasonable period of
time after the opening of escrow, Seller , at its expense, shall furnish to
Buyer the following,
(a) A preliminary title report ("PTR") concerning the Property issued
by Ticor Title Insurance Company, 340 Fourth Street, San
Bernardino, California 92403, (the "Title Company") together with
copies of all documents referred to in such PTR.
(b) Caples of all currently effective unrecorded tenant leases , rental
agreements or other agreements , if any, relating to the Property
which are to remain in effect after Buyer takes title to the
Property.
7. CONDITIONS PRECEDENT TO FINAL PERFORMANCE OF THIS AGREEMENT.
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7. 1 The following are conditions precedent to the final performance of
this agreement, and are not conditions precedent to its formation:
(a) Buyer's approval of the PTR, including legal description of the
Property, and the documents referred to in Paragraph 6(b) hereof,
which approval shall be given as provided in paragraph 7.2.
7.2 Buyer shall deliver to Seller and Escrow Holder its written
approval or disapproval of the matters referred to in paragraph 7. 1(a) within
ten ( 10) days after receipt thereof. In the event that such written approval
or disapproval is not received by Seller and Escrow Holder on or before the
date due, it shall be conclusively presumed that Buyer has unconditionally
approved each of said matters. Upon approval of such matters, by either
express written approval or by failure to deliver timely disapproval , Escrow
Holder shall disburse to Seller the total of the Deposit, less $500.00, as
provided in paragraph 4.2 .
7.3 In the event that Buyer delivers timely disapproval or conditional
approval of the PTR, or any part thereof, or any of the items referred to in
Paragraphs 7. 1 (a) , then for a period of ten ( 10 days after Seller' s receipt of
such written notice, Seller , by written notice to Buyer, may elect to cure
said disapproved or conditionally approved items prior to the close of
escrow. If Seller does not elect to cure all of said items, then for a period
of ten (10 days after said written notice to Buyer, Buyer shall have the right
either to accept title to the Property subject to said items, thereby waiving
any and all claims against Seller by reason thereof, or to terminate this
Agreement. Buyer shall give written notice to Seller of Buyer's election
within ten (10 days after either M receipt of Notice of Seller' s election
not to cure, or (ii ) the expiration of the time in which Seller shall have
been required to respond to Buyer' s notice of disapproval or conditional
approval . If Buyer shall fail to give Seller such written notice of Buyer' s
election within the time specified, it shall be conclusively presumed that
Buyer has elected to terminate this Agreement. If Buyer elects to terminate
this Agreement, thereafter neither Buyer nor Seller shall have any further
liability hereunder, except that Buyer shall be entitled to the prompt return
of all funds deposited by Buyer with Escrow Holder, less only escrow
cancellation fees and costs and title company charges, all of which Buyer
hereby agrees to pay.
8. CLOSING
8. 1 Escrow Holder shall close the escrow on or before July 30, 1986
("Closing Date") .
8.2 Seller shall deliver or cause to be delivered to Buyer through
escrow:
(a) A Grant deed in proper form duly executed and recordable conveying
to Buyer fee title to the Property subject only to M the
exceptions approved by Buyer pursuant to Paragraph 7 hereof, and
(ii ) a reservation by Seller of all mineral rights and certain
other covenants in the form attached hereto as Exhibit "B" .
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(b) If applicable, all agreements and leases referred to in Paragraph
6(b) and assignments thereof to Buyer.
8. 3 Buyer shall deliver or cause to be delivered to Seller through
escrow the Purchase Price as set forth in Paragraph 3 hereof.
8.4 Both parties shall execute and deliver through escrow any other
documents or instruments which are reasonably necessary in order to consummate
the purchase and sale of the Property.
9. CONDITION OF PROPERTY; BUYER'S INTENDED USE.
9. 1 Buyer acknowledges that it offers and desires to purchase the
Property "as is" and without representation or warranty from Seller with
respect to the condition of the Property including, but not limited to, the
condition of the soil , presence of hazardous materials or contaminants , and
other physical characteristics . Buyer shall perform and rely solely upon its
own independent investigation concerning the physical condition of the
Property.
9.2 Seller has not and does not hereby make any representation or
warranty to Buyer concerning the Property or its compliance with any statutes ,
ordinance or regulation. Buyer shall perform and rely solely upon its own
independent investigation concerning the Property' s compliance with any
applicable law.
9. 3 Buyer represents that its intended use of the Property is storm
drain and parking. Buyer shall perform and rely solely upon its own
investigation concerning its intended use of the Property, the Property' s
fitness therefor, and the availability of such intended use under applicable
statutes, ordinances and regulations .
10. PRORATIONS AND EXPENSES.
10. 1 Real property taxes shall be prorated as of the Closing Date,
based upon the latest tax bill available. Assessments of record which are not
yet due shall be assumed by Buyer. Rentals shall be prorated as of the
Closing Date.
10,2 All recording fees , documentary transfer taxes , escrow fees and
any costs connected with the closing of this sale shall be charged to the
Buyer by the Escrow Holder.
11 . POSSESSION. Possession of the Property shall be delivered to Buyer at,
and the rents, issues and profits of the Property shall accrue to Buyer from,
the Closing Date.
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12 . INTEGRATION. The contract resulting from Seller' s acceptance hereof
contains the entire agreement of the parties and cannot be amended or modified
except by a written agreement .
13. COMMISSIONS. The parties acknowledge and represent that there is no
per-son who is entitled to a commission, finder ' s fee or other like
compensation arising in any manner from this agreement. Each party agrees to
defend, indemnify and hold the other party harmless from and against each
claim for commission or finder ' s fee, and the costs and expenses incurred by
the other party in connection with such claims which are asserted against the
other party by an person or party other than the Broker who alleges that it
was engaged or retained by such party, or that it was the procuring cause or
instrumental in consummating this Offer and Agreement for Purchase.
14. INTERPRETATION. This agreement shall be construed, interpreted and
applied in accordance with the laws of the State of California.
15. AUTHORITY OF BUYER'S REPRESENTATIVES. The person or persons executing
this agreement on behalf of Buyer expressly represent and warrant that they
are authorized by Buyer to enter into this agreement on Buyer' s behalf and
that execution of this agreement by such persons constitutes a binding
obligation of Buyer.
16. ASSIGNABILITY. Buyer shall not assign its rights or interests under
this agreement without the express written consent of Seller. In the event
Seller' s consent to an assignment by Buyer of its rights and interest pursuant
to this agreement is given, such consent shall not relieve or excuse Buyer of
any of its obligations arising under this agreement unless such written
consent shall expressly so provide.
17. TIME. Time is of the essence of this agreement.
18. SEVERABILITY. In the event that any provision of this agreement is
found to be invalid or unenforceable, such determination shall not affect the
validity and enforceability of any other provision of this agreement.
19, RIGHT OF ENTRY.
19. 1 Buyer and its Agents may enter on the Property at all reasonable
times while this Agreement is in effect to make tests , surveys, studies and
inspections in connection with the Property, provided that prior to the
exercise of said right and at all times while Buyer or its agents are present
upon the Property, Buyer shall arrange for, keep and maintain in full force
and effect a policy of comprehensive general liability issuance with a
combined single limit of not less than $2 ,000,000, and shall furnish to Seller
a certificate of such insurance which names Seller as an additional insured
and provides that such policy shall not be cancelled or amended without thirty
(30) days prior written notice to Seller. Buyer shall indemnify and defend
Seller against and hold Seller harmless from, any and all liability, cost and
expense for loss of or damage to any property or injury to or death of any
person, arising out of or in any way related to the exercise of the right to
enter the Property granted hereunder unless such liability, cost and expense
is caused by the sole, active negligence of Seller.
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All casts incurred in connection with tests, surveys, studies,
inspections, reviews , approvals , determinations and applications made by or on
behalf of Buyer under this Agreement or in connectionwith Buyer's proposed
use of the Property shall be paid by Buyer. In the event of the recordation
of any claim of lien for materials supplied or labor or professional services
performed on behalf of Buyer, Buyer shall promptly satisfy and discharge such
lien at Buyer's sale oast and expense upon demand therefor by Seller.
19.2 Reports and Studies. Buyer shall provide to Seller a copy of each
report, study, regulation or ordinance obtained by Buyer in connection with
its approvals under Section B. In addition, if the purchase and sale of the
Property is not consummated for any reason, Buyer shall deliver to Seller free
of charge all of the engineering, architectural , financial and ether studies,
drawings_, reports, surveys and similar materials prepared by or on behalf of _
Buyer with respect to the Property and Buyer' s proposed project to the extent
Buyer is legally entitled to do so.
20. Internal Revenue Code 1445.
Seller is not a "foreign person" as that term is used in Internal
Revenue Cade Section 1445 ("IRC §1445") and Seller agrees to furnish Buyer,
prior to Close of Escrow, a Non-Foreign Certification or any other
documentation required under IRC §1445 to evidence that Seller is not a
"foreign person."
1 . Preliminary Change of Ownership.
Buyer shall execute and deliver to Escrow Bolder an appropriate
Preliminary Change of Ownership Form.
22. Subdivision Map Act.
Pursuant to California Government Code Section 66499.30(e) , this
agreement is conditioned upon the approval and filing of a final subdivision
map or parcel map, if required by the Subdivision Map Act. Buyer shall
undertake and diligently pursue at its wale coast such action as shall be
necessary to effect such compliance. In the event that Buyer has net effected
such compliance on or before the Closing Date, this agreement shall
automatically terminate and Buyer shall bear all escrow cancellation and
similar fees, unless the parties otherwise agree in writing.
2 . Notices.
Any notice required or permitted to be given hereunder shall be in
writing and shall be effective upon personal delivery or upon three (3) days
after deposit in the United States Mail , postage prepaid and addressed as
follows:
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TO SELLER: Southern Pacific Transportation Company
c/o Santa Fe Pacific Realty Corporation
3230 E. Imperial , Suite 100
Brea, CA 92621
TO BUYER: Redevelopment Agency of the
City of Redlands
Suite 202, Redlands Plaza
Redlands , CA 92373
The foregoing addresses may be changed by written notice.
24. Buyer is Offeror; Seller' s Management Approval .
24.1 Buyer and Seller agree and confirm that this document constitutes
an offer from Buyer to Seller which Seller may accept in accordance with
Paragraph 26.
24.2 Buyer hereby acknowledges and agrees that Seller must obtain
approval of its executive officers prior to acceptance of this offer. Buyer
further acknowledges that neither the preparation or presentation of this
offer, nor the negotiations , whether written or oral , leading to this offer
create any obligation or commitment on the part of Seller to accept this offer
or to sell the Property to Buyer unless such approval of Seller' s executive
officers is given and communicated to Buyer. Such approval , if given, shall
be communicated to Buyer solely by Seller' s written acceptance of this offer
in accordance with Paragraph 26.
24.3 Buyer and Seller agree and confirm that this transaction is being
made under threat of condemnation.
25. ACCEPTANCE.
25. 1 This offer to purchase by Buyer shall remain irrevocably open
until 5:00 p.m. on May 23, 1986, and if not accepted by Seller by said date
shall be deemed revoked.
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25.2 Seller may accept this offer to purchase by delivering to Buyer in
person or depositing into the United States mail one copy of this agreement
executed by the Seller on or before the date set forth in paragraph 25. 1 .
BUYER: Redevelopment Agency of the
City of Redlands
a California corporation
By
ATTUSTO) BY:
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SELLER: Southern Pacific Transportation Company
a California corporation
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EXHIBIT "B"
DEED PROVISIONS
Southern Pacific Transportation Company, Grantor, reserves unto itself and its
successors and assigns the entire mineral estate in the Property described
ya ng not less than 500 feet beneath the natural surface , For purposes of
this reservation the mineral estate shall include all substances which have
been discovered or which may in the future be discovered upon or under the
Property described, which are now or may in the future be valuable, and which
are now or may be in the future enjoyed through extraction from the Property
described. Without limiting the generality of the foregoing, the mineral
estate shall include all mineral rights , interests , and royalties, all forms
of geothermal energy, all coal , all gases, all hydrocarbon substances, all
fissionable materials , all metallic minerals , and all non-metallic minerals .
Notwithstanding ownership of the mineral estate, neither Grantor nor its
successors or assigns shall have the right to enter upon the surface of the
Property described for the purpose of extracting any constituents of the
mineral estate. Grantor reserves the right, on behalf of itself, its
successors and assigns , Cl ) to extract the constituents of the mineral estate
from the Property described by means of wells , shafts , tunnels or other
subsurface accesses which may be constructed, drilled or dug on or from other
land and which may penetrate into the Property described below a depth of 500
feet, and (2) to excavate, construct, maintain, and operate subsurface
facilities below a depth of 500 feet of the Property described for the
extraction of the constituents of the mineral estate so long as the subsurface
facilities do not unreasonably interfere with the use and enjoyment of the
surface estate in the described land.
0881A