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Home My WebLink AboutContracts & Agreements_79-2000AGREEMENT FOR SALE OF WATER STOCK AND 11 MPORARY USE OF WA1i R This Agreement is entered into this 1st day of August 2000 (the "Effective Date" ), by and between the City of Redlands, (hereinafter "City") and S-P East Highlands, LLC, a California limited liability company (hereinafter "Company" ). RECITALS WHEREAS, Company owns six thousand five hundred seventy-nine (6,579) shares of capital stock in the Bear Valley Mutual Water Company (" BVMWC" ), hereinafter the (" Shares" ), which Company agrees to sell to City; and WHEREAS, City desires to purchase the Shares from Company for the sum of Nine Hundred Fifty -Three Thousand Nine Hundred Fifty -Five Dollars ($953,955.00) (the "Purchase Price" ); and WHEREAS, immediately upon City' s purchase of the Shares, Company desires to obtain from City the right to temporary use of the water represented by the Shares (the "Stock Water") for the purpose of irrigating Company' s property described on Exhibit "A" to this Agreement; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Purchase and Sale of Shares. Company shall sell the Shares to City for the sum of Nine Hundred Fifty -Three Thousand Nine Hundred Fifty -Five Dollars ($953,955.00), and City shall pay such sum to Company concurrent with Company' s delivery to City of the stock certificate representing the Shares. 2. Close of Sale. Within ten (10) days after the Effective Date of this Agreement, Company shall cause the stock certificate representing the Shares to be delivered to City in exchange for City' s check made payable to Company in the amount of the Purchase Price. 3. Temporary use of Stock Water. A. Concurrent with its delivery of the stock certificate representing the Shares, Company shall pay to City the sum of Six Thousand Five Hundred Seventy -Nine Dollars ($6,579) for the right of temporary use of the Stock Water for a period of one (1) year from and after the Effective Date of this Agreement. Company shall have options to acquire temporary use of the Stock Water for an additional two years, and may exercise each of those options by giving written notice to City by May 1, 2001 and May 1, 2002, respectively and by making payment to City in the amount of $6,579 for use of the Stock Water by August 1, 2001, and the same payment by August 1, 2002, respectively. B. Company acknowledges and agrees that the Stock Water is not suitable for human consumption without proper treatment. Company also acknowledges and agrees that the specific amount, quality, delivery rate and availability of the Stock Water is solely within the discretion of G:\PROJECTS - CURRENT\EAST HIGHLANDS RANCH\SALES\WATER STOCK -CITY OF REDLANDS\SPRING PACIFIC WATER STOCK AGREEMENT.WPD 1 BVMWC. City makes no guarantee, warranty or promise regarding the amount, quality, delivery rate or availability of the Stock Water, and shall have no liability therefor to Company. C. For each year that Company obtains the right of temporary use of the Stock Water, Company shall reimburse to City the cost incurred by City in paying to BVMWC the annual assessment for the Shares, and any other charges levied by BVMWC upon the Shares or the Stock Water. Company's reimbursement shall be made to City within thirty (30) days of the date of City's written invoice to Company for the same. D. Nothing in this Agreement shall give Company any right, title or interest in the Shares or the Stock Water, except for the right of temporary use of the Stock Water on the property described in Exhibit "A" pursuant to the terms and conditions stated herein. 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: Douglas Headrick, P.E. Chief of Water Resources City of Redlands P.O. Box 3005 Redlands, California 92373 Notice to Company: William J. Griffith Managing Director S-P East Highlands, LLC c/o Spring Pacific Properties, LLC 15751 Rockfield Boulevard, Suite 100 Irvine, California 92618 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. G:\PROJECTS - CURRENT\EAST HIGHLANDS RANCH\SALES\WATER STOCK-C11Y OF REDLANDS\SPRING PACIFIC WATER STOCK AGREEMENT.WPD 2 EXHIBIT "A" TO AGREEMENT FOR SALE OF WATER AND TEMPORARY USE OF WATER eee Selm* rirth Sfraet North EAST:HIGHLANDS RANCH PLANNED UNIT DEVELOPMENT CENTRALLY LOCATED ALONG CHURCH STREET AND BASELINE IN THE CITY OF HIGHLAND, COUNTY OF SAN BERNARDINO, CALIFORNIA Swaged! 45/C- 2.7Ac Nlpbraw l Aaew.e 17/CO 4.7Ac Samaria* Read 16/COM s r 1,5Ac Water Sheet ��111111HV ' 7'1� �ht�'e; ' idrill.��/� nun imunt4J 1 Ali: w�$n, �III:BIq iuii � 111111.1n1►1�% 4pMT �'I'dE7 144/OS:ri w 18.1 Ac • iSXI '_ l f Saar Irlp.l.od. Mega Abbey.., 43/ OS -I 27Ac Oreew.per Road San B.rnordino National Forest 0.8 A 46Ac ..-_ �ilu maul, AGNINIWM rri rcrtnTn rcr.°"•6 East Highlands Ranch City of Highland, California East Highlands Ranch, Inc. EXHIBIT "A" TO AGREEMENT FOR SALE OF WATER STOCK AND TEMPORARY USE OF WATER SPRING PACIFIC PROPERTIES, LLC Via Messenger August 1, 2000 Mr. Gary Phelps CITY OF REDLANDS Dept of Municipal Utilities 35 Cajon Street, Suite 15A Redlands, California 92373 RE: AGREEMENT FOR SALE OF WATER STOCK AND TEMPORARY USE OF WATER — EAST HIGHLANDS RANCH Dear Mr. Phelps: Per your request, enclosed you will find two original copies of the agreement for the City's execution. Please note that the Effective Date was changed to August 15t, and the payment dates by our Company for the temporary use of the Stock Water were changed to August 1, 2001 and August 1, 2002. Please call me if you have any questions or need further assistance. Please advise if there are any changes to our meeting this Thursday at 9AM. Thank you, S-P EAST HIGHLANDS, LLC BY: SPRING PACIFIC PROPERTIES, LLC Thuy T. Nguyen Analyst cc: Camille Bahri Encl. 15751 ROCKFIELD BLVD., SUITE 100 • IRVINE, CALIFORNIA 92618 PHONE (949) 581-4994 • FAX (949) 581-4137 • E-MAIL SPRNGPACIFIC@EARTHLINK.NET IN WITNESS WHEREOF, the parties cause this Agreement to be executed as of the date written above. By City: -ty of Redlands Mayor Pro Teen By Company: S-P EAST HIGHLANDS, LLC a California limited liability company Attest: Date : By: Underhill Properties, LLC a California limited liability company, a Member By: Rivendell Land Company, Inc. a California corporation, a Member illiam J. Griffith, President August 1, 2000 4 D e G:\PROJECTS - CURRENT\EAST HIGHLANDS RANCH\SALES\WATER STOCK -CITY OF REDLANDS\SPRING PACIFIC WATER STOCK AGREEMENT.WPD 3 Resolution No. 5780 - Measure 0 Tax Rate - On motion of Councilmember George, seconded by Councilmember Haws, the City Council adopted, by AYE votes of all present, Resolution No. 5780, a resolution of the City Council of the City of Redlands levying a tax rate for fiscal year 2000-01 to service the annual principal, interest, and other charges relating to the Measure 0 1994 General Obligation Refunding Bonds. Resolution No. 5787 - Paramedic Tax Rate - On motion of Councilmember George, seconded by Councilmember Haws, the City Council adopted, by AYE votes of all present, Resolution No. 5787, a resolution of the City Council of the City of Redlands setting the special tax for emergency paramedic service for fiscal year 2000-01. Agreement - Water Stock Purchase - Citing a potential conflict of interest, Mayor Gilbreath left the City Council Chambers, and Mayor Pro Tem George conducted the meeting for this matter. On motion of Councilmember Freedman, seconded by Councilmember Haws, the City Council authorized an agreement dated August 1, 2000, for the sale of water stock and temporary use of water with S-P East Highlands, LLC, for the purchase of 6,579 shares of Bear Valley Mutual Water Company stock for $953,955.00 by the following vote: AYES: Councilmembers George, Freedman, and Haws NOES: None ABSTAIN: Councilmember Gilbreath ABSENT: Councilmember Peppier Agreement - Mill Creek Zanja Expanded Inlet - On motion of Councilmember George, seconded by Councilmember Haws, the City Council approved, by AYE votes of all present, a cooperative agreement with the San Bernardino County Flood Control District for improvements to the Mill Creek Zanja Inlet at Ninth Street and Redlands Boulevard. Traffic Signals - California Street - On motion of Councilmember George, seconded by Councilmember Haws, the City Council authorized, by AYE votes of all present, staff to submit a ten percent (10%) commitment letter to the State of California, Department of Transportation, for cost sharing of the construction of traffic signals on California Street at the Interstate 10 freeway ramps. Property Sale - 1329 Barton Road - On motion of Councilmember George, seconded by Councilmember Haws, the City Council authorized, by AYE votes of all present, the execution of a purchase and sale agreement and escrow instructions between the City of Redlands and Bruce L. Taber, DDS, for property located at 1329 Barton Road, Assessor's Parcel No. 172-481-02. August 1, 2000 Page 2