HomeMy WebLinkAboutContracts & Agreements_50-1994CITY OF REDLANDS
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement"), dated November .20 , 1994, ("Effective Date")is made and entered into by and
between Mark Buoye and Larry Klenske, partners ("Seller"), and the City of Redlands ("Buyer")
sometimes herein collectively referred to as the "Parties").
RECITALS
A. Whereas, Seller owns 34 shares of East Pioneer Mutual water stock ("Stock") and
approximately 9.75 acres of real property located along San Bernardino Avenue in the City of
Redlands (the "City"), San Bernardino County, California, which is more particularly described in
Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"); and
B. Whereas, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the
Property and Stock on and subject to the terms and conditions contained herein;
NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties
hereto do hereby agree as follows:
AGREEMENT
1. PURCHASE PRICE
The purchase price for the Property and stock shall be paid at Close of Escrow and shall be
in the total amount of Three Hundred Forty One Thousand Two Hundred Fifty Dollars
($341,250.00) (the "Purchase Price").
2. TITLE TO PROPERTY
Seller shall, at the Close of Escrow, by grant deed convey to Buyer good and marketable fee
title to the Property as evidenced by a Standard form A.L.T.A. Joint Protection Policy of Title
Insurance in an amount equal to the Purchase Price of the Property issued by Commonwealth Title
Company (the "Title Company") showing title vested in Buyer subject to the exceptions to title
approved by Buyer pursuant to Section 3.1 below. Seller shall be responsible for the premium for
the standard policy of title insurance. Any additional endorsements or policy coverage requested
by Buyer shall be at Buyer's sole cost and expense.
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3. STOCK
Seller shall, at least one (1) business day prior to the Close of Escrow, deliver to Escrow
Holder the 34 shares of East Pioneer Mutual water stock along with any necessary executed
documents by Seller for the conveyance of the Stock to Buyer at the Close of Escrow,
4. CONDITIONS OF PURCHASE
Buyer's obligation to perform this Agreement and acquire the Property and Stock shall be
subject to the satisfaction of the following conditions, which are for Buyer's benefit only. In the
event any of the following contingencies are not satisfied within the specified time limit(s), Buyer
may, at its sole option, either waive such conditions or terminate this Agreement.
4.1 Approval of Title, Promptly after execution of this Agreement by Seller and Buyer,
Escrow Holder shall deliver to Buyer a current preliminary title report ("PTR") covering the Property
from the Title Company. Buyer shall have fifteen (15) days after receipt of the PTR to approve or •
disapprove the status of title to the Property as disclosed in the PTR. Any disapproval of status of
title shall be within the reasonable discretion of Buyer and shall be limited to monetary
encumbrances and covenants, conditions, restrictions, and easements of record which adversely
affect the intended use of the Property. Any exception not disapproved in writing within the fifteen
(15) day period shall be deemed approved by Buyer, and shall constitute a permitted exception
hereunder. Any objection to a title exception shall be in writing, and Seller shall thereafter have
seven (7) days within which to use reasonable efforts to cure or to provide 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 4.1, shall not include any
obligation of Seller to spend any money or to file a lawsuit or maintain any legal action to correct
any exceptions within the seven (7) day period. Seller shall notify Buyer, in writing, of any
disapproved title exceptions which Seller is unable to cause to be removed prior to or at Closing.
Buyer shall then, within five (5) business days thereafter, elect by giving written notice to Seller and
Escrow Holder (i) to terminate this Agreement, or (ii) to waive its disapproval of such exceptions,
in which case such exceptions shall then be deemed to be permitted exceptions. Buyer's failure to
give such notice shall be deemed an election to terminate this Agreement. In the event Buyer elects
to terminate this Agreement, both Parties shall be, relieved from any furtherb liabilities and/or
obligations under this Agreement.
4.2 Inspections. Buyer or Buyer's agent shall have the right to physically inspect and
perform such tests, including an environmental investigation, and to perform such zoning and
economic feasibility and suitability studies (hereinafter collectively "Inspections") on the Property
as Buyer deems necessary. All Inspections shall be done at Buyer's sole cost and expense. Upon
completion of such Inspections, the Property shall be returned to its original condition. Buyer shall
have the right, in the exercise of its good faith discretion, to approve or disapprove of the condition
of the Property as disclosed in such Inspections within thirty (30) days from the Effective Date of
this Agreement. Any disapproval of the condition of the Property shall be in writing and given to
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Seller within such thirty (30) day period. In the event Buyer does not disapprove the condition of
the Property within the thirty (30) day period, this condition shall be deemed waived. In the event
Buyer disapproves the condition of the Property within the thirty (30) day period, this Agreement
shall terminate and the Parties shall be relieved from any further liabilities and/or obligations under
this Agreement.
5. ESCROW
5.1 Opening. The purchase and sale of the Property shall be completed through an
escrow ("Escrow") to be opened at the Redlands office of Town Center Escrow, or other escrow
company mutually acceptable to the Parties (the "Escrow Holder"). Within five (5) days after the
mutual execution of this Agreement, Buyer or Seller shall deposit with the Escrow Holder one fully
executed counterpart of this Agreement, which shall constitute the Escrow instructions along with
any additional Escrow instructions executed by the Parties pursuant to Section 4.5 of this Agreement.
The date of delivery to Escrow Holder of such fully executed counterpart shall be deemed the
opening of escrow ("Opening of Escrow") and Escrow Holder shall notify Buyer and Seller in
writing of the Opening of Escrow date, the date set for Close of Escrow, and its acceptance of the
escrow instructions.
5.2 Closing, Escrow shall close, if at all, on or before January 2, 1995.
5.3 Costs. Seller shall pay all the usual Escrow costs and charges normally paid by a
seller in an escrow closing in San Bernardino County, including without limitation one-half of the
Escrow fee and the premium for the title insurance policy to be delivered to Buyer. Buyer shall pay
one-half of the Escrow fee and such other costs and charges normally paid by a Buyer in an escrow
closing in San Bernardino County.
5.4 proration. 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.
5.5 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
said additional Escrow instructions increase the rights of one party against the other party hereto or
modify the terms and conditions of this Agreement.
5.6 Delivery of Documents, Escrow Holder to prepare the Grant Deed and Deed of
Trust, and Buyer shall deliver the Purchase Price to Escrow Holder at least one (1) business day prior
to the Close of Escrow.
5.7 Vesting, Unless otherwise agreed by the Parties in escrow, title shall vest at Close
of Escrow in the name of City of Redlands, a municipal corporation.
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6. SELLER'S REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS
Seller hereby makes the following representations, warranties, and acknowledgements and
agrees that such representations, warranties and acknowledgements shall survive the Close of
Escrow.
6.1 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.
6.2 Seller is not a foreign person under Section 1445 Internal Revenue Code and will
execute a Certificate of Non -foreign status and deposit same into the Escrow prior to the Close of
Escrow.
6.3 Except as otherwise disclosed in this 'Agreement or disclosed in any reports to be
delivered hereunder, Seller has no actual knowledge of any violations or alleged violations of any
federal, state, county or other governmental or quasi governmental law, statute, ordinance, regulation .
or administrative or judicial order with respect to the Property.
6.4 This Agreement has been duly executed by Seller and constitutes the valid and
binding Agreement of Seller enforceable against Seller in accordance with its terms.
7. BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer hereby makes the following representations, warranties, and acknowledgments and
agrees that such representations, warranties and acknowledgements shall survive the Close of
Escrow.
7.1 Buyer hereby represents and warrants that the person executing this Agreement has
the full authority and power to enter into this Agreement on behalf of Buyer to purchase the Property
from Seller, and to take all actions required of it by the terms of this Agreement.
7.2 All the documents executed by Buyer which are to be delivered to Seller at the Close
of Escrow will be duly authorized, executed, and delivered by Buyer and will be legal, valid, and
binding obligations of Buyer enforceable against Buyer in accordance with their respective terms,
and will not violate any Agreement to which Buyer is a party or to which it is subject.
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8. 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 communicated upon delivery
or as of mailing. Mailed notices shall be addressed as set forth below, but each party may change
his address by written notice in accordance with this Section.
Seller:
Mr. Mark Buoye
Buoye Properties
23 S. Sixth Street
Redlands, California 92373
9. GENERAL PROVISIONS
Buyer:
City of Redlands
P.O. Box 3005
Redlands, California 92373
Attention: City Manager
9.1 ,Entire Agreement. This Agreement supersedes any prior oral or written agreement
and contains the entire Agreement of the Parties as to the matters covered hereby. No amendment
of this Agreement and no other agreement, statement, or promise made by any party or to any
employee, officer, or agent of any party to this Agreement shall be binding. All obligations of Buyer
and Seller under this Agreement and the Escrow shall be joint and several.
9.2 Time is of the Essence. Time is of the essence of this Agreement and the Escrow
referred to herein.
9.3 Captions and Construction, The captions appearing at the commencement of the
paragraphs hereof are descriptive only and for convenience in reference. Should there be any
conflict between any such caption and the paragraph at the head of which it appears, the paragraph
shall control and govern in the construction of this Agreement. This Agreement shall be construed
as a whole and in accordance with its fair meaning. Organization is for convenience and shall not
be used in construing meaning.
9.4 River'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.
9.5 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.
9.6 Counterparts. This Agreement may be 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
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the same instrument.
9.7 Successors and Assigns, Each covenant and condition contained in this Agreement
shall inure to the benefit of and be binding on the Parties to this Agreement, their respective heirs,
personal representatives, assigns, and other successors in interest.
9.8 Attorney's Fees. If any party shall bring an action against another arising out of this
Agreement, then the party in whose favor the final judgement is entered shall be entitled to have and
recover from the other party its reasonable attorney's fees and other reasonable expenses in
connection with such action or proceedings, in addition to its recoverable court costs.
10. HAZARDOUS SUBSTANCES
Seller represents and warrants that, to the best of the Seller's knowledge there exists no
"Hazardous Materials" (as such term is herein defused) nor oil wells, underground storage tanks, or
pipelines in, on, under, or about the Property. Seller understands and agrees that in the event Buyer
incurs any loss or liability concerning Hazardous Materials and/or oil wells and/or underground
storage tanks and/or pipelines whether attributable to events occurring prior to or following the
effective date of the Agreement, then Buyer may look to current or prior owners of the Property,
for any liability or indemnification regarding Hazardous Materials and/or oil wells and/or
underground storage tanks and/or pipelines.
Seller shall, from and after the Effective Date of this Agreement, defend, indemnify and hold
harmless Buyer, and its officers, employees, agents and representatives (collectively, the
"Indemnified Parties") from and against any and all Environmental Claims, Environmental Cleanup
Liability, Environmental Compliance Costs, and any other claims, actions, suits, legal or
administrative orders or proceedings, demands or other liabilities resulting at any time from the
physical and/or environmental conditions of the Property whether before or after the Effective Date
or from the existence of any Hazardous Materials or the release or threatened release of any
Hazardous Materials of any kind whatsoever, in, on, or under the Property occurring at any time
whether before or after the Effective Date, including but not limited to, all foreseeable and
unforeseeable damages, fees, costs, losses and expenses, directly or indirectly arising therefrom, and
including fines and penalties of any naturewhatsoever, assessed, levied or asserted against any
Indemnified Parties to the extent that the fines and/or penalties are the result of a violation or an
alleged violation of any Environmental Law,
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For the purpose of this Section, the following terms shall have the following meanings:
(a) "Environmental Claim" means any claim for personal injury, death and/or property
damage made, asserted or prosecuted by or on behalf of any third party, including, without
limitation, any governmental entity, relating to the Property or its operations and arising or
alleged to arise under any Environmental Law.
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(b) "Environmental Cleanup Liability" means any cost or expense of any nature
whatsoever incurred to contain, remove, remedy, clean up, or abate any contamination or any
Hazardous Materials on or under all or any part of the Property, including the ground water
thereunder, including, without limitation, (i) any direct costs or expenses for investigation,
study, assessment, legal representation, cost recovery by governmental agencies, or ongoing
monitoring in connection therewith and (ii) any cost, expense, loss or damage incurred with
respect to the Property or its operation as a result of actions or measures necessary to
implement or effectuate any such containment, removal, remediation, treatment, cleanup or
abatement.
(c) "Environmental Compliance Cost" means any cost or expense of any nature
whatsoever necessary to enable the Property to comply with all applicable Environmental
Laws in effect. "Environmental Compliance Cost" shall include all costs necessary to
demonstrate that the Property is capable of such compliance.
(d) "Environmental Law" means any federal, state or local statute, ordinance, rule, ,
regulation, order, consent decree, judgment or common-law doctrine, and provisions and
conditions of permits, licenses and other operating authorizations relating to (i) pollution or
protection of the environment, including natural resources, (ii) exposure of persons,
including employees, to Hazardous Materials or other products, raw materials, chemicals or
other substances, (iii) protection of the public health or welfare from the effects of by-
products, wastes, emissions, discharges or releases of chemical substances from industrial
or commercial activities, or (iv) regulation of the manufacture, use or introduction into
commerce of chemical substances, including, without limitation, their manufacture,
formulation, labeling, distribution, transportation, handling, storage and disposal.
(e) "Hazardous Material" is defined to include any hazardous or toxic substance, material
or waste which is or becomes regulated by any local governmental authority, the State of
California or the United States Government. The term "Hazardous Material" includes,
without limitation, any material or substance which is: (i) petroleum or oil or gas or any
direct or derivative product or by product thereof; (ii) defined as a "hazardous waste,"
"extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117
or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code,
Division 20, Chapter 6.5 (Hazardous Waste Control Law); (iii) defined as a "hazardous
substance" under Section 25316 of the California Health and Safety Code, Division 20,
Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act); (iv) defined
as a "hazardous material," "hazardous substance" or "hazardous waste"under Sections
25501(j) and (k) and 25501.1 of the California Health and Safety Code, Division 20, Chapter
6.95 (Hazardous Materials Release Response Plans and Inventory); (v) defined as a
"hazardous substance" under Section 25281 of the California Health and Safety Code,
Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (vi) "used oil"
as defined under Section 25250.1 of the California Health and Safety Code; (vii) asbestos;
(viii) listed under Article 9 or defined as hazardous or extremely hazardous pursuant to
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Article 1 of Title 22 of the California Code of Regulations, Division 4, Chapter 30; (ix)
defined as waste or a hazardous substance pursuant to the Porter -Cologne Act, Section 13050
of the California Water Code; (x) designated as a "toxic pollutant" pursuant to the Federal
Water Pollution Control Act, 33 U.S.C. § 1317; (xi) defined as a "hazardous waste"
pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 ttseq.
(42 U.S.C. § 6903); (xii) defined as a "hazardous substance" pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601
el seq. (42 U.S.C. § 9601); (xiii) defined as "Hazardous Material" pursuant to the
Hazardous Materials Transportation Act, 49 U.S.C. § 1801 gl seq,; (xiv) defined as such
or regulated by any "Superfund" or "Superlien" law, or any other federal, state or local law,
statute, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing
liability or standards of conduct concerning Hazardous Materials and/or oil wells and/or
underground storage tanks and/or pipeline, as now, or at any time hereafter, in effect.
Notwithstanding anything to the contrary set forth herein, the releases, indemnities, and hold
harmless agreements given by Seller to Buyer pursuant to this Section shall not apply to nor
preclude liability of the Seller for any and all Environmental Claims, Environmental Cleanup
Liability, Environmental Compliance Costs, and any other claims, actions, suits, legal or
administrative orders or proceedings, demands or other liabilities resulting from the release in the
past or in the future of any Hazardous Materials of any kind whatsoever, in, on or under the Property,
by Seller.
Notwithstanding any other provision of this Agreement, Seller's release and indemnification
as set forth in the provisions of this Section, as well as all provisions of this Section shall survive the
closing of Escrow and any termination of this Agreement and shall continue in perpetuity.
11. BROKERS AND FINDERS
Buyer and Seller warrant that the execution of this Agreement was not induced or procured
through any person, firm, or corporation acting as a broker or finder. Seller agrees to indemnify and
hold the Buyer harmless from and against any damage, liability or cost, including without
limitations, reasonable attorney's fees, arising from or in connection with any claim by any other
person, firm, or corporation based upon its having acted as broker or finder for or in connection with
this transaction on behalf of Seller.
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12. TEMPORARY RIGHT -OF -ENTRY
The Buyer hereby grants permission to Buoye Properties, its employees,- its officers and
agents to enter upon the Property for the sole purpose of farming the existing citrus grove located
on the Property. This temporary permission for right -of -entry is effective on the date of execution
of this Agreement and expires on May 31, 1995.
Buoye Properties, its officers, employees and agents shall defend, indemnify and hold the
City of Redlands, its elected officials, officers, employees, and agents free and harmless from any
and all loss, cost or liability (including, without limitation, liability arising from injury or damage
to persons or property, including wrongful death and worker's compensation claims) which result
from any act or omission of Buoye Properties, its officers, employees and agents in connection with
the use of this Temporary Right -of -Entry and the farming proposed to be undertaken by Buoye
Properties on the Property.
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IN WITNESS WHEREOF, the parties hereto executed this Agreement on the dates set forth
opposite their respective signatures hereto.
SELLER:
BUYER: CITY OF REDLANDS
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Executed this 22 day of November, 1994,
at VeD .V.41417S , CA.
Executed this 2/ 4day of November, 1994,
Swen Larson, Mayor at Redlands, California
ATTEST:
By
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