HomeMy WebLinkAbout1989/02/15 - Agenda Packet - RDAA
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CITY OF RA14CHO CUCAMONGA
�t REDEVELOPMENT
AGENCY
A G E N D A
REGULAR MEETINGS
1st and 3rd Wednesdays —1:00 P.m.
February 15, 1989
Lions Park Community Center
9161 Base Line Road
Rancho Cucamonga
.w•
Agency Members
Dennis L Stout, ewr
Pamela 1. Wright. An"
Deborah N. Brown, Vk. Cb-u
Charlrn J. Buquet, An Nolan
Willisn. 1 Alexander, aa..n M,.an
rr as
Lauren M. Wasserman, e,..ad.. Di. W /3us .
James L Markman, tool C...e.t
a11 ciry OOlrc 9,19.1851 Lions Park x841145
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Radevolopnant hgOncy Agenda I PAGE
February is. 1988 I
1. Roll Call' Buguet __, Alexander , stout _
erwn _, and Wright
The follwlnB Consent Calendar it", am erpected to be
routine And took- controvardal. They will be acted upnn by tile
RDA at one ties without discussion. Any Stem esy be ramvsd
by an Ageacyesmber or member of the audience for discussion.
1• Approval of Minutes, DACember 7, 1988,
(t�— l'OMNVNlGTION� }nON TNm pQR I
This is the time and place for the general public to address
the Redevelopment Agency. BtaLe law
Redevelopment Agency from addressing an prohibits the
included on the Agenda. The Radevelo a Issue not praviouely
teati—Dy and set the p°^nt Subsequent eucy map outing.
COmmants are to be limit.o toe five eminute p ind idual.
per individual.
F. A VV NNENT
M'CfINO TO ADJODAM TO EIECVPIVE
LITIOATION REO 6ES8lON AADIAJ PGIpINO
V
tY
LJ YI
December 7, t98h
CITY OF RANCRO CL'CAMONCA
REDEVELOPMENT AC811CY MINNTBS
Regular Meating
A -ORDER
Y
A regular meotiug of the Redevelopment Agency of the City of Bench. Cucamonga
met on Wednesday, Decembnr 7, 1988, in the Liou'u Park Coemunity Canter, 9161
Base Line Road, Rno
abo Cucamonga, California, Thu me etin
at 7$05 p.m, by Chairman Dennis L. Stout. 8 was called to order
Present Were Agencymnmbe•:s$ William J. Alexander, Leborah N. Brow,
3uquet II, and Chairman 'Jennie L. Stout. Charles J.
Absent was Ageocyuembar$ Pamela J. Wright.
Also present were$ Lau--an N. Wasserman, Executive C.cectorl Jack Lam, Deputy
Executive Analyst; and Dire_torl Jaaea Markman, Legal Coun
Beverly A. Authalet, Assistant Soetetary. ae 1, Olan Jones, RDA
a e a a t s
B. CONSENT CALENDAR
DI. Approval of Minu
October 5, 1988 teat July 20, 19881 August 3, 19881 August 17, 19881 and
Ageneymombor 8nquet stated that hP wanted to abstain oo the August l7, 1988
minutes Iu order to do so, thore mould be a lack of quorum for approval of
said minutes.
ACTION[ Due to lack of quorum, item to return on next agenda for approval.
1988 Approval to receive and file current Inver meet Schedule a• of Novembor 30,
NOTION: Moved oy Buquet, seconded bj Brow to approve. Motion carried 3-0_1_
I, (Wright absent, Alexander abstain'.
e a R a i
v
am Minutes
December 7, 1988
Page 2
Na item submitted.
C. PUBLIC MRARINCS
# # # # # #
! D. STAFF REPOiV
't1rL Dl. AMENDIENT TO RDA /COURTY PRE -TRIAL DETENTION FM a7.ITY MCU (00 RA 87 -021)
' Staff report presented by Jnck Lam, Deputy Executive DDirector.
MOTIONt Moved by Brova, seconded by Buquet to approve the amendoent to the
MOD. Motion carried 4 -0-1 (Wright absent).
D2. ANNUA: REFORT OF REDEVELOP)MNT A�D:RCY ACTIVIT[d9 FOR FISCAL YEAR 198:/88
Staff repo:L proaantad by Oiec Joaes, RDA Analyst.
MOTION; Moved by Brow, secoaSad by Alexander to approve the report, and to
forward copies to the State and County offices. Motion carried 4 -0-1 (Wright
absent).
# # # # # #
E. LOMMICATIO93 FROM T!ffi PUBLIC
Thar: were once.
F. ADJOURkWNT
Chairman Stout adjourned the meeting to Executive Session to discuao poteotlal
property acquisition of a parcel located at Rochester and Foothill The mee:iwg
adjourned at 7 ;30 p.m. (AganeymenSer Wright arrived at 7 910 p.m.)
Approved; s
Respectfully submitted,
Beverly A. Authelet
Assistant Secretary
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CITY OF RANCHO CUCAMOI
RI'DEVELOPMENT AGENC'
377AFF RITORT
i' D %TE: February 15, 1988
TO: Chairman aad Members of the Redevelopment Agency
FROM: I.,inda D. Daniels, Redevelopment Coordinator
BY. Olen .tones, Redevelopment Analyst
SUBJECT- Acquisition of approximately 7 acres of land for the
consttncuon of a fire Protection Facility.
RECOMMENDATION A ithorize the Chairman to execute a Purchase
Agreement with RCDC Associates L.P for the acquisition of
approximately 7 acreu o' land for the purpose of constructing a Fire
Protection Facility
BACKGROUND In Aprit. 1987, tht Agency approved a Master Plan
for Development of Fite Protection Facilities, which outlined the
F;, rd facilities and their general !ocation, and set a secheduln for
their acquisition and conotruction. A project architect has been
selected for phase 1 of the Matter ,'Ian, and design work is
underway The two sites for Phase I nave been selected
ANALYSIS- Agency staff has negotiated a purchase price for
approx.mately 7 acres of land vita RC'DC Associates L.P which is
affordable within the current pr,q•cted budget for Phase 1, and
which is favorable for indastrial;l' Aonect property in this vicinity
The purchase price is S 1,489,752 which includes the construction of
off -site improvements (curb, guttet, sidewalk, etc) which otherwise
woulc be we responsibility of the ftgency _.1
This site, located on the future southwest corner of Milliken Avenue
and Jersey Boulevard, will be the largest facility constructed by the
Agency, ultimately housing a full task -force station, maintenance
facility, and training facility. Phase 1 construction will consist of the
Fire Station and general site improvment.
Respectfully submitted,
Y'
Linda D. Daniels, Kedevelcpment Coordinator
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AGREEMENT OP PURCHASE AND SAU
AND JOINT FSCROW INSTRUCTIONS
TO: Ticor T1.tlo I arance Escrow No.
Company of California
140 West Fourth Street Attn:
San Bernardinc CA 92403
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (-Agreement'), dated as of , 1989,
is by and between RCDC ASSOCIATES L.P., 6 Ca Porn a 1 mited
partnership (•Salter°), and THE RANCHO CUCAMONCA REDEVELOPMENT
AGENCY, a murnicipal body corporate and public ('Buyer'), with
respect to t):e following Recitals:
R E C I T A L S•
A. Seller is the owner of certain real property
located in the City of Rancho Cucamonga, County of San
Bernardino, State of California, as more particularly described
in Exhibit &Am attached hereto and incorporated herein by
ruference jthe •RCDC Property°) .
B. Seller is currently processing with the City of
Rancho C11Jamonga (the 'City) Tentative Parcel Map No. 11891 (the
Tentative Map -) providing for the subdivision of the RCDC
Property into twenty -four (24) separate parcels.
C. In contemplation of the recordation of a final map
effecting the subdivision of the RCDC Property in accordance with
the Tentative Map, Buyer has agreed to acquire from Seller, and
Seller has agreed to 0611 to Buyer, that portion of the RCDC
Property as is designated on the Tentative Map as Parcel 8 (the
'Land") Buyer and Seller have also agreed that, following the
Close of Escrow (as hereinafter defined) and the issuance by the
City of all applicable permits, Seller will grade and othorwise
impro•,e the Land (collectively, the ^Improvement Work") in
accordance with the working plans identified in Exhibit "B4
attached hereto and incorporated herein by reforence (the
'Working Plans-) Tha Land and the Improvement Work shall
sometimes be collectively referred to heroin as the 'Property.a
NOW, THEREFORE in consideration of the foregoing
Recitals, and for other good and •41udble consideration, the
receipt and sufficiency of which are hereby ackrlwledged Seller
and Buyer hereby agree as follows:
1. Purchase and sale. Seller agroen to sell the
Property to Buyer, and Buyer agroes to purchase the Property from
Seller, upon the terms and conditions herein set forth.
102 - 0413-21/01
mag:1/10/89 w
2. Purchase Pries. The purchase pride (-Purchase
Price•) for the property eFnSl be One Hillion Four Hundred
Eighty -Nine Thousand Seven Hundred Fifty -rwo Dollars
($1,489,752.00). Buyer and [taller hereby acknowledge and agree
that a port ion of the Purchase Price in the amount of one Million
Fifty Thousand Six Hundred Sixty -Eight Dollars ($1,09o,66e.00)
has been allocated by the parties to the Land and that the
remaining portion of the Purchase Price in the amount of Four
Hundred Thirty -Nina Thousand Eighty -Four Dollars ($439,084.00)
has been allocated by the parties to the Improvemant Work.
3. Pa ent of Purchase Price. The Lurchase Price for
the Property shell be payable by Buyer as folloua:
defined), Buyer UShellhdepositnwith Titer wTitle hInsurance
Company of Califonlia (- Escrow Holder'), at the address
specified above, the sum of Twonty -Five Thousand Dollars
($25,000.00) in the form of a certified or bank cashier's
check or by confirmed 111re transfer of funds (the 'Depooit•)
made payable to Escrow Holder, which shall be deposited by
Escrow Holder into its general ascrow account and shall be
credited towards the payment of the Purchase Price upon the
Clone of Escrow (as hereinafter defined.) :he D000cit shall
be invested by Escrow Holder in an interest.- bosring account
selected by Buyer with all interest accruing thereon paid to
Buyer upon doma.1d or, at Buyer's election, credited to the
Purchase Price upon the Close of Escrow.
least (
Clean of Escrow,, Buyer shall deposit nint drscrow, by cash,
cashier's check or confirmed wire transfer of funds Lade
payable to Escrow Holder, the balance of tho Purchase Price,
plus Buyer's share of closing costs, proratlons and charges
payable pursuant to this Agreement
4. Entire Dnderstandla eAS Ia• Bale. Buyer
acknowledges that notw thstand ng any pr or or contemporaneous
oral or written representations, statements, documents or
understandings, including, without limitation, that certain
letter dated January 11, 1989 from Seller to Buyer r•slating to
Buyer's right to early entry upon the Land (the -Early Entry
Letter -), this Agreement constitutes the entire understanding of
the parties with respect to the subject matter heroof and
supersedes any such prior or contemporaneous oral or written
representations, statements, documents or understandings,
Including, without limitation, the Early Fntiy Latter. Buyer
further acknowledges that Seller does not aaKe any
representations or warranties of any kir, whatsoever, either
express or implied, with respect to tt .nd or any of rich
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Irelated matters, and that the Land la being sold to At yen in an
mp ism condition subject to Salley s obligation to � mDletn the
Improvement Work in accordance with the terms of this Agreement.
In Particular, but vithout limitation Boller makes no
reptrhesuse, cna or warranties, express or ler makes
with respect
to the use, condition or title of the ",,I, compliance with
applicable statutes, lave co
requirements rolating to laws, ordinances, regulations or
building, fire, safety, heel g' 2Oning, subiivlaion, planning,
compliance with covenants, conditions restr matters,
or not of record), other local, municl al ict'rns (whether
federal requirements, or'other etuniclP ' regional, state or
regulations or requirements. , laws, codas, ordinances,
Coadition of Title. Title to the Land shall be
conveyed to Buyeror upon the Cos¢ of Escrow by grant deed (the
'Deed•), the form of which Is attached hereto as Exhibit ^ew,
'ConditionoOfhTitle•);�ing conditions o1 title-
the (collect ve,ly,
subject
(a) a lien to secure Payment of real estate taxes
and assessments not delinquent;
created by (b) aattors affecting the condition of title
or with the consent of Buyer or the city;
)
restrictions and° all Bothercmatters Of recorders and
Land. Buyer acknowledges that it has r °cord rolating to the
Policy of Title Insurance No. E9 s'qued ed Escrow Owner's
to Seller and Buyer a 9exc issued by Escrow Noldsr
Forth therein as suchpuxceea al' exceptions he title sot
phone relate to the Land)
created b (d) all matters affecting the condition of title
the finely or arising in connection with the recordation of
and Parcel map described in subparagraph s(b) below;
disclosed be an all natters which would be revealed or
the Land. Y a°ciirato survey or physical inspection of
owner's 6. Title Policy- -itle shall be evidenced b
Owner' lnatherd POI cl' of Title fneurance issued b y a CLTA
Land vested he amount of the Purchase Price, showing title wto the
Buyer, Buyer, subject only to the Condition of Title.
the right to sobtalnnALTA nxtandedo c cost and expense, shall have
that the failure to obtain such ertoverage; rovidod, however,
condition to or dale ended coverage shal 'not be a
Y the Closd of Escrow. The cost of any
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survey which is necessary to enable Buyer to obtain such ALTA
exterded coverage shall be borne by Buyer.
loprovement Work.
(a) Immediately upon the execution of this
Agreement by both Buyer and Seller, Seller shall commonco to
process the Working Plans with the City for the purpose of
obtatning Such permits (the -Permits') as may to nscaosary
in connection with the construction of the Improvement Work
(b) Upon the later to occur of (1) tits Close of
Escrow, or (11) the issuance of the Permits by the city,
Seller shall caune the commencement of the Improvement Work
in accordance with the workino Plans and shall thereafter
Prosecute the Improvement Work to completion.
(c) Seller shall pay all bills and charges for
material and labor in m;nnection with or arising out of the
constrrction of the Improvement Work and shall maintain tha
Lard 'roe of liens and claims of liens for labor and
mat:rlals. Should any liens or claims o: lien be filed of
racrrd against the Land in connection with the development
of the improvement Work, Seller shall cause same to be
released of record.
(d) If Buyer shall request extra work or changes
which are not part of the Working Plans, a written change
order shall be executed by the parties. The charges for
said extra work shall be reasonably determined by Seller and
paid for by Buyer ul Buyer's depositing funds with Seller
equal to the amount oo determined by Seller, which funds may
be axpended by Seller prior to my further disbursement of
Seller's own funds.
(a) The Impcovvmant Work shall not be deemed
complcce until (a) a noi%2e of complation has been filed of
r:cordt and (b) Williamson and Schmid has delivered a
certificate (the -Engineer's Certificate') to both Seller
and Buyer certifying that the Improvement Work has been
completed substantially in accordance with the Working
Plans, except for minor punch list items, if any.
Esarow.
(a) opening of Escrow. Upon execution of this
Agreement and dol very therea." tto Escrow Holder, the escrow
('Escrow,) shall be deemed opened with Escrow Holder for the
consummation of this transaction. Escrow Holder is
7
instructed to notify Buyer and Seller in writing of the data
on which Escrow is opened*
lose rf Escrow. For the purposes of this
close Close of Escrow" shall be Buyer Ss as
Agreement, the " the Land in Huy
dnte thnt the Dodd CO r_ouncY,
in *he the Official Records o! San Bernardltake place within
a from the recordation o1 infeccordance
California. The Close of Eacruw shell
five (5) calendar day ended mo Buyer
�sftecting the a ubdivisiounleea otherwieoxt property
rovided, howdvee, in no evontauehll
with the Tentative Hap, n yil 15, 1989
and Seller in writings ater t an p take place being
the Close Of gaorow occur If the
data by which the Clore asar9Cloaing Data') • Date by
hereinafter rclarre1 lace by the closing shall
Close of Escrowdefnnit horoundor, the defaulting Party
reason °fcosCS and oxponsea of Escrow,
bear all or
(e) De 21td Into Escrow. Huydr shall deposit one
oe ted w th Escrow Dntn,Hthe fundstrequirod than
cause to be dep closing provided for herein,
(1) day prior to the the timed p
Buyer in the amounts ecedtance required under Section 27281
the Certificate of A P e in the form of
of the CaliforniaCd ernuentaud incorporated heroin by
Exhibit D a duly
e 'Certificate of exenuted originals of any scuted
reference ed ad, tog this Agreement.
and r document required under the terms of
other documents rsit
an one (1) day Prior todthe closing
wilh
Seller shall deposit or cause to be deposited with Ccr
Data, not later y executed and acknowled4�. of the
Data, the Dead duly In the form of
seller's CQrtili Internal RevenuecCOdeuofo 1986ctasn nactedt se
Exhibit =H• attached hereto and in
heroin by
rdterance. to
(d) Prorationa. All taxes, proratednas and
expenses Of the Lan�anyl shall 30 pdayamonthsand ahe
Close of Escrow, based upon thirt y ( )
three hundred sixty (160) fay year•
�iobureemdnts and other Actions b Escrow
(�) t e Es °row He er s all
Holder. upcn C%-1511 of Escrow, in the manner
promptly undertake all of the following
hereinbdlow indicated: united with Escrow
(l) DiaJufe° all Lunde dep
Holder by Buyer in payment of the Purchase Price for
the Property as follows:
-5- $
(i) Doduct therofroa all Items charge-
able to the account of Seller pursuant heceto:
(ii) The sun of Pour Hundred Thirty -Nine
Thousand Eighty -Four �ollaro ($!39,086.00), , vhich
amount represents the portion of the Purchase
Prico which has been allocated by the parties to
the Improvement work, shall be deposited by Escrow
Holder into on escrow account (the "Escrowed
Funds'). The Escrowed Funds shall only be
disbursed by Escrow Holder to Seller upon Escrow
Holder's iOceipt of a copy of the Engineerla
Certificato described in subparagraph 7(e) below.
From and after the Close of Escrow and until ouch
time as the Escrowed Funds are released to Seller,
Escrow Holder shall invest the Escrowed Funds in
such amounts and in such forms of Permitted
Investments (am hereinafter defined) am Seller may
from time to time inatruct in writing. All
Interest earned on the Escrowed Funds shall accrue
for tho benef)` of Seller and shall be paid to
Seller upon the release or the Escrowed Funds to
Seller in accordance with this subparagraph
8(a)(1)(11). 'Permitted investments' shall be
limited to: (1) time or demand depnslts in any
Unitas States federally insured bank jr savings
institut: ^n, and (ii) United States Treasury
Bills. Prior to the dleburanment of the Escrowed
Funds to Seller in accordance with this
subparagraph 8(e)(1)(it), Escrow Holder may
subtract from the Escrowee funds the &mount of any
escrow fees charged by Escrow Holder in complying
with obis subparagraph 8(0)(1)(11)= provided,
however, that the aggregate amount of such escrow
fees s:all in no event exceed Two Hundred Dollars
($200.00)7
(111) The remaining balance of the funds
so deposited by Buyer shall be disbursed to Seller
in accordance with its separate instructions
promptly upon the Close of Escrow:
) Attach of the Deed andcausethe Deed togdcle� wit the to
Certificate of Acceptanne attache, thereto) and any
other instruments which the parties sc direct, to be
recorded in the official :records of 5 n Bernardino
County, California, in the order herein described: and
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(3) nelivor the Title Policy to Buyer,
allowing title vested its B,,yer.
9. Costs and Expenses. The cost and expense of the
CLTA premiuv port on nE T tie Policy, the documentary, transfer
tax and the r.ost of recording ',:he Deed shall be paid by Seller.
Bayer shall lay for the additional premium to upgrade the CL1'A
title coverago to ALTA title coverage and for any endorsements
Buyer may recnlest. Except as otherwiso specifically provided
herein, the escrow fee of Escrow Holder shall be paid one -half by
Seller and ono -half by Buyer. Buyer and seller shall pay,
respectively, the Escrow Holder's customary charges to a buyer
and seller for document drafting, recording and miscellaneous
cnargos.
10;81R egordation o[ PSanl Ha Buyer understands and
agrees that er's ob gat on to sell the Prop -'. Y to Buyer
pursuant to the terms of this Agreement is expressly contingent
upon the recorlation of a final map effecting the subdivision of
the RCDC Property in accordance with the Tentative Hap. rf such
a final mat: is not recorded by April 18, 1988, thin Agreement
shall be deemed to be terminated, in which event each oL the
following shall occur: (i) Escrow shall be deemed automatically
terminated regardless of whether cancellation instructions are
signed; (11) Buyer and Seller shall each pay one -half (1/2) oe
any Escrow cancellation nharges; (iii) neither party shall have
any further rights or obligations hereunder; (iv) the Deposit
shall be returned to Buyer; and (v) Escrow Holder shall return
all other funds and all documents then neld in Escrow to the
party d000siting the same. Notwithstanding any provision of this
Paragraph 10 to the contrary, the termination of this Agrecaent
shall not end or otherwise effect Buyer'& indemnity obligatlo:10
set forth in subparagraph 11(a) below. Buyer acknow'edges and
understands that, as a condition to the city's final approval of
the Tentative Yap, seller nay be required to modify the Tentative
Map and that any such modification may Tanga the configuration
and /or result in a docrhaso of the square footage of Parcel B, as
designated on the Tentative Hap as of the date hereof, and Buyer
hereby enrolls to take title to the land subject to any such
change in configuration and /or docrease of square footage
11. Buyer's Inapaation Rights.
(a) Until the Close of Escrow, Buyer and its
agents (including angin•aers), at its sole cost and expense, shall
have the right to enter upon and inspect the land and conduct
su-n soils and geotochnical investigations and tests as Buyer may
require, but such inspections and tests shall not damage the Land
in any respect and shall be conducted only after giving Seller
prior notice thoreof together With evidence satisfactory to
/0
Seller that Buyer is self - insured with reserves sufficient to
cover Buyer's acts -Aties upon the Land. Prior to commencing any
tests or investigation& which contemplate the drilling or
disturbance of the surface of the Land, Buyer shall submit to
Seller its operational plans for conducting such investigations
and tests, which planet shall be subject to Seller's prior written
approval, which npproval shall not be unreasonably withheld.
Seller reserves the right to have a rep = esentative present during
any inspections or tests and Buyer shall provide Seller with
prior notice of the data and time such inspections or tests will
occur. Upon completion of any inspections and /or tests of the
Land, Buyer shall promptly cause the Land to be restored to the
condition existing immediately prior to any such inspections
and /or teats and shall provide Seller with copies of any reports
or data obtained, without charge. Seller shall protect, defend,
with counsel mutually satisfactory to Seller and Buyer, indemnity
and hold Seller and the Lard free and harmless from and against
any and all liability, loss, obligation, liens, costs, damage or
expanse (including, without limitation, attornoya' fees) which
Seller may sustain or incur by reason of or in connection with
any such inspections or tests. The foregoing indemnity
obligations of Buyer's bhall survive the delivery of the Deed and
the transfer of title.
(b) Buyer shall have the right, at any time prior
to the Close of Escrow, to terminate this Agreement upon written
notice to seller and lscrow, Holder if tna investigations end /or
tests conductad by Buyer reveal that the soil conditions of the
Land, '. ncluding, without limitation, soils conditions relating to
the existence of hazardous substances or waste, are unsuitable
for the improvement of the Land with a fire station and related
facilities, in which event Escrow shall be deemed cancelled,
Escrow Holder shall return he Deposit to Buyer and, except f:r
the indemnity obligations of Buyer sat forth in
subparagraph 31(a) above, neither pa•ty shall have any further
rights or obligations hereunder
12. Default of Eitrer Party
(a) if the Close of Escrow fails to occur bacauss
of either party's default, the defaulting party sha)1 be
liable for all Escrow cancellation - hargea.
(b) if Seller defaults under the terms of this
Agreement, Buyer shall be entitled to the return of the
Deposit and Auyer shall be permitted to pursue all rights
and remedies it may have against Seller due to said default;
provided, however, in the event of any much default by
Seller, Buyer agrees to seek recourse solely against
Seller's right, title and interest in and to the Land, and
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Buyer agrees that no judgment shall be sought or obtained
against any of Seller's partners or against any of the
assets of Seller or the assets of Seller's partners.
(c) IF THE SALE OF TAE PROPERTY IS NOT
CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE
PART OF BUYER, SELLER SHALL BE RELEASED FROM ALL OF 'ITS
OBLIGATIONS UNDER THIS AGREMIENT AND ESCROW HOLDER SHALL
IMMEDIATELY DELIVER TO SELLER, DESPITE ANY INSTRUCTIONS TO
THE CONTRARY AND WITHOUT FURTHER NOTICE, THE DEPOSIT
(INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF),
WHICH SELLER SHALL RETAIN AS LIQUIDATED DAMAGES. IN
ADDITION, BUYER SHALL PAY ALL ESCROW CANCELLATION CHARGES.
THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE
EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR
IMPRACTICABLE TO DETERMINE. THEREFnRE, BY PLACING THEIR
INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT
(PLUS INNTEREST) HA'- jSw:' AGREED UPON, AFTER NEGOTIATION, AS
REASONABLE LIQ(;ID. TED C'MAGES PURSUANT TO THE TERMS HEREOF
AND AS SELLER'S EX� :— 'JE EEMEDY AGAINST BUYER IN THE EVENT
OF A DEFAULT 017 THE PART OF BUYER. IF BUYER ATTEMPTS TO
INTERFERE WITH THE RELEASE OF THE DEPOSIT, OR IF BUYER
COMMENCES ANY ACTION AGAINST SELLIIR OP. THE PROPERTY ARISING
OUT OF THIS AGREEMENT THEN SELLER SHALL NOT BE LIMITED IN
THE AMOUNT OF DAMAGES ?T M. {I• RECOVER FROM EUYER
Seller's In t ale Buyer's Initials
13. Representations of Buyer. Buyer :eprasui)ts and
warrants to Seller that the execution and delivery of this
Agreement by the persons executing same and the execution and
delivery of any other documents referred to herein to which Buyer
is a party on behalf of Buyer or which are required in connection
with the dolivary of the Dned to Buyer, including, without
limitation, the Cvrtificato of Acceptance, are and will be duly
authorized by thu noceamary action of Buyer, including, without
limitation, Buyer's Board of Directors, and no further action is
noaes,ary to make this Agreement the valid and binding obligation
of Buyer.
la. Representations of 8ellar. Seller represents and
warrants to, and agree, and consent, w ch Buyer as follows:
(a) Sailer is a limited partnership duly
organized, validly existing and in good standing under the
laws of the S'_ate of California, with full power and
authority to enter into and comply with the torms of this
Agreement; and
an
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(b) The execution and delivery of this Agreement
by the persons executing this Agreement, and other documents
referred to herein on behalf of Seller or any partner of
Seller, as of the Close of Escrow, shall be authorized by
the necessary partners of Seller and no further action will
ba necessary to make this agreement the valid and binding
obligation of Seller.
15. P.otices. All notices or other coumunications
required or permitteS- hareunder shall be in writing, and shall be
personally delivered, 2olecopied or sent by registered or
certified mai , postage prepaid, return receipt requested, at the
following addresses:
To Buyer: The Rancho Cucamonga Redevelopment
Agency
9320 •C"' Base Line Rnad
Rancho Cucamonga, CA 91730 -0807
Attention: Linda D. Daniels
To Seller: c/o O'Donnell, Armstrong & Partners
2201 Dupont Drive, Suite 750
Irvine, California 92715 -1515
Attention: Donald S. Grant
With a Copy to: O'Donnell, Armstrong & Partners
10390 Commerce Canter Drive
Suite 260
Rancho Cucamonga, CA 91370
Attention: Lee R. Redmond III
With a Copy to: Pinto & Gromet
2201 Dupont Drive, Suite 750
Irvine, California 92715 -1515
Attention: Saul B. Pinto
Notice shall be deemed given two (2) business days following the
date of due posting at the United States Post Office, or, if
personally delivered or telocopied, the date of delivery or
transmission Notice of change of address shall oe given by
written notice in the manner detai.ed in this Paratlraph 15.
16. Brokers. Seller shall pay all enmmissionv which
Seller is obligated to pay to any broker or finder engaged by
Seller in connection with the tranuaction contemplated Ly this
Ag ^osment, and Seller shall indemnify, save harmlesc and defend
Buyer from and against any claims for brokers' or finders fees
if such claims shall be based upon any statement, representation
or agreement made by Seller. Buyer represents and warrants to
Seller that no broker or finder has been engagod by it in
-10- 0
connection with the transaction contemplated by this Agreement.
In the ovbnt of any claims for brokers' or finders' fees for
conaumcation of this Agreement, then Buyer shall 'ndomnify, save
harmless and defend Seller from and against such aims if they
shall be based upon any statement or ropresontati,a or agreement
by Buyer.
17 . evrviea. of Covenants. The covenants, agreements,
rapresentntione and warrant es made herein which are intended to
eurvive the Close of Escrow and shall survive any investigations
'oy the parties, the Close of Escrow and the recordation and
delivery of the Dead conveying the Land to Bvyer.
18. Successors and Assigns. This Agreement shall be
binding upon and shall Inura to the benefit of the successors and
assigns of the parties hereto, except that Buyer's interest under
this Agreement may not be assigned, encumbered or otherwise
transferred, whether voluntarily, involuntarily, by operation of
law or otherwise.
19. Bagulrsd Actions of Buyar sad Ssllor. Buyor and
Seller agree to execu is all such nstrvaants and documents and to
take all actions pursuant to the provisions hereof an may
reasonably be necessary and appropriate in order to consummate
the purchase and sale herein contemplated and shall use their
best efforts to-accomplish the timely Close of Escrow in
accordance with the provisions hereof.
20. EaLirs Agreement. This Agreement, togethoi with
the exhibits attached hereto, contains the entire agreement
between the parties hereto with respect to the subject matter
hsroof, and no addition to or modification of any tern or
provision shall be effective unless not forth in writing, signed
by both Seller and Buyer. In addition, Buyer and Seller agree to
execute, deliver and be bound by my reasonable or customary
supplemental escrow instructions of Escrow Holder or other
instruments as may be reasonably required by Escrow Holder in
ardor to consummate the transaction contemplated herein. The
printed portions of any such supplemental instructions shall not
amend or supersede any portions of this A�rosment. If there is
any inconsistence botwean such supplemental instructions and this
&gresment, this Agreement shall control.
21. Time of Essence. Seller and Buyer hereby
acknowledge and agree that t me is strictly of the essence with
respect to each and every term, condition, obligation and
p,ovision hereof.
22. partial Invalidity. If any portion of th!s
Agreement shall be declared by any court of competent
_11. 14
Jurisdiction to be invalia, illegal or unenforceable, such
Portion shall be deemed severed from this Agreement and tha
remaining parts hereof shall remain in full force and effect, as
fully as though such invalid, illegal or unenforceable portion
had never been part of this Agreement.
27. Attorne a' Peear Coate. Upon the bringing of any
action, suit or orb trat on (prow ,Ya that said arbitration of
this Agreement is subsequently agread to in writing by the
parties, although neither party shall be under any obligation to
so agree to an arbitration of a dispute under this Agreement) by
either party against the other arising out of this Agreement or
tho subject matter thereof, the party in whose favor final
Judgment shall be entered shall be entitled to recover frcm the
other party all costs and expenses of suit, including reasonable
attorneys' fees.
24. California Law. This Agreement shall be governed
by and construed n ai- ccordance with the laws of the State o!
California.
25. Waivers. No waiver by either party of any
provision hereof shall be deemed a waiver of any other provlation
hereof or any subsequent breach by either party of the same c -r
any other provision.
26. Ca2tion . The captions, paragraph and sub-
paragraph numbers appearing in this Agreement are inserted only
as a matter of convenience and in no way define, limit, constrie
or describe the sccpa or intent of such paragraphs of this
Agreement nor in any way affect thin Agreement.
27. Iademaif leatlon of Escrow Bolder.
(a, If this Agreement or any matter relating
hereto shall bscoma the subject of any litigation or
controversy, Buyer and Seller agree, jointly and severally,
to hold Escrow Holder free and harmlasa from any loss or
expense, including attorneys' fees, that may be suffered by
it by reason thereof. In the event conflicting demands are
made or notices nerved upon Escrow Holder with respect to
this Agreement, the parties expressly agree that Escrow
Holder shall be entitled to file a suit in interpleader and
obtain in order from the court requiring the parties to
interplead and litigate their eeveral claims and rlghts
among themselves. Upon the filing of the action in
interpleader, Escrow Holder shall be fully released and
discharged form any obligations imposed upon it by this
Agreement.
'J
-12-
(b) iEserow Holder shall not be liable for the aY
sufficiency cr - correctness as to from, manner, execution or
validity of any inst_rumant deposited by Buyer or Sailor with
it (other than documents prepared by Escrow Holdar), nor as
to the identity, authority or rights of any person executing
such instrument, nor for failure to comply with any of the
provisions of this Agreement or other instrument filed with
Escrow Holder or raferrad to herein. Escrow Holder's duties
hereunder and other documents received by it as Escrow
Holder, and for their disposition in accordance with the
terms of this Agreement.
IN WITNESS WHEREOF, the p_rtias hereof have
executed this Agreement as or the day and year first above
written.
SELLER. RCDC J.SSOCIATES L.P., a California
limited partnership
(SIGNATURES CONTINUED]
By: P. C Development L.P., a California
limited partnorship, General
Partner
By: 131 Development, Inc., it
California corporation,
General Partner
-13-
By:
Donald S Grant,
Chief Executive Olficar
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BC 'ER: THE RANCHO CUCAMONGA REDEVELOPHENT
AGENCY, a municipal body corperata and f.
public
By:
Zta: _
ESCPOW HOLDER APPROVES TIM ESCROW
PROVISIONS AND SPECIFIC INSTRUCTIONS
TO ESCROW HOLDER SET FORTH IN THE
FOREGOING AGREEMENT AND AGREES
TO ACT IN ACCORDANCE THEREWITH.
1989
TICOR TITLE INSURANCE COMPANY
By:
Zta:
-14-
17
LEGAL LEIICAIPTIGN
[iG BE ATTACHED]
lI
EXHIBIT MAN
DI /CRIPTIOD OP WoRrzxa PLUS
[TO Be ATTACHED)
19
EXHIBIT ODO
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
The Rancho Cucamonga Redevelopment Agency
9320 •C" Base Line Road
Rancho otcamonga, CA 91730 -0807
Attentions Linda D. Daniels
MAIL TAX STATEMENTS TO:
Same
GRANT DEED
FOR VALUE RECEIVED, RCDC Afigo=ATEe L.P., a California
limited partnorship ('Grantor'), grants to TEE RANCHO CUCAKONGA
REDEVELOPMENT AGENCY, a municipal body corporate and public
("Grantee-), all that certain real property (the 'Property')
r situated in the City of Rancho Cucamonga, County of San
Bernardino, State of California, more particularly described as
follows:
THE PROPERTY IS CONVEYEO TO GRANTEE SU`WBCT "O:
(a) All liens, encumbrances, easements, covenants,
conditions and restrictions of records
(b) All matters which would be revealed or disclosed
by an accorate survey or physical inspection of the Propertyt and
(c) A lien not yet delinquent for taxes for real
property and personal property, and any general or special
assessments against the Property.
�20
EXHIBIT •CW
102 -C413 -23/03
lc: 1/19/89
s
IN WITNESS Wff=OP, the undersigned hag executed this
Grant Dead as of , 1989.
PCDC ASSOCIATES L.P., a California
limited partnership
By: R C Development L.P., a
California limited
partnership, General Partner
-2-
Sys 131 Development Inc., a
California corporation,
General Partner
By:
Donald 6, Grant,
Chief Exaeutive Officer
G
STATE Or CALIFORNIA )
COUNTY OF ORANGE ) es.
On this day of , 1989, before
me a Notary Public—Tn— and for said State, personally appeared
Donald S. Grant, personally known to ma (or proved to ms on the
basis of satisfactory evidence) to be the person who executed the
within inctrument as Chief Executive Officer on behalf of 171
Development Inc., a California corporation, the corporation
therein named, and acknowledged to as that said corporation
executed the within instrument purAuant to its bylaws or a
resolution of its board of directors, &aid corporation being
known to ms to be the general partner of R C Development L.P., a
California limited partnershlp, the partnership that exacuted the
within instrument, said partnership being known to me to be the
general partner of RCDC Associates L.P., a California limited
partnership, the partnership that axscuted the within instrument,
and acknowledged to ms that 171 Development Inu. executed the
same as such partner of R C Development L.P. and that R C
Development L.P. executed the same as such partner of RCDC
Associates L.P., and that RCDC Associates L.P. also executed the
game.
WITNESS my hand and offiuial seal.
Notary Publ c '
--� —I—
CAD
A
4
rr CZATIYICATE 07 ACCZPTANCE ,
This is to certify that the interest in the real
property conveyed by the Grant Dead dated as of ,
1989, from nCDC ANDOCIA1EB L.P., a California Jim to
partnership, to TEE EANCEO COCAEOEGA EEDEPELOPXZIM AGEVCf, a
municipal body corporate and politic (the 'Agency), is hereby
accepted by order of the Board of Directors of the Agency on the
date specified below and the grantee consents to the recordation
thereof by its duly authorized officer.
Dated: 1989
THE RANCHO CUCAMONGA REDEVELOPMENT
AGENCY, a municipal body corporate and
politic
By:
Jack Lam,
Deputy Executive Director
a3
EXHIBIT 'D'
102 - 0417 -17/08
akk: 1/20/1.9
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G.
STATi Or CA=roRNIA )
COUNTY OF SAN BERNARDINO
i;
before
On this
Notary PublicyL of :.,, for s� Staten per year 1989,
appeared JACX Lint, personally known to me or personally
i basis of satisfactory evidence) to be the person who executed the
within instrument as the Deputy P.xecutiva Director of T81 RAXCBO
CUCAN01OA RYD"ELOPXM AGXNCY, a municipal body corporate and
Politic, and acknowledged to me that Tdi X%V=o oacx 0NOA
!> RE"VELOPMM AOYNCY executed the Base pursuant to a resolution
Of its Board of Directors.
a:
.± WITNESS my hand and official seal.
r,
Notary Pu is
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CXRTISICA -tION OS NOW- rOREIaN UTATUS
Section 1(45 of the Internal Revenue Code of 1986, as
amended, provides that a transferee of a V.S. real property
Interest must withhold tax if the transferor is a foreign parson.
NOW, THrMFORE, to inform the transferee that
withholding of tax is not squired upon the transfer of a U.S.
real proparty interest by RCDC Associates L.P., a California
limited partnership ('Transferor-), the undernigned, on behalf of
Transforor, hereby certifies the following:
1. Transferor is not a foreign corporation, foreign
Partnership, foreign trust, or foreign estate (as thcae terms are
defined in tho Internal Revenue Code and Income Tax Aagulations)t
2. Transferor's U.S, employer identlflcaticu number
is 33- 03262627 and
3. Transfaior's office address is c/o O'Donnell,
Arastrony 6 Partners, 2.001 Dupont Drive, Suito 100, Irvine,
California 92715 -1519.
Transforor understands that the transferee is relying
on this Certification in determining whether withholding is
requirsd upon said transfer.
Transforor understands that this Certification may be
disclosed to the Internal Revenue Service by transferee and that
any false statement contained herein could be punished by fine,
imprisonment, or both.
Under pens loc of perjury the undersigned declares
that it ties examined this Certification and to the beet of its
knowledge and belief it is true, correct and complete, and the
a$
EISIDIT •E,
102 - 0413 -23/05
jak:1/20/89
undersigned further declares that it has authority to sign thin
document on bd Nalf of Tranafaror.
Date: , 1969 RC DEVEWPMEHT L.P., a California
limited pmrtnerahip
Ey: 131 Devolopment iac., a
California corporation,
General Partni::
By:.
Dona d s, Grant,
chief Executive of ricer
CJI 1�
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I
CITY OF RANCHO CUCAMONGA --
REDEVELOPMF.NT AGENCY
STAFF REr02T
DATE: February 15, 1988
TO: Chdirman and Membt:rs of the Redevelopment Agency
FROM: Linds D. Daniels, Redevelopment Coordinator
BY. Olen Jones, Redevelopment Anulyst
SUBJECT- A quisitton of approximately, 20 acres of land on the west
side of Rochester ,\venue, between Foothill Boulevard
and Arrow Highway.
RECOMMENDATION. Authorize the Chairman to execute two
Purchase f.gro•taents for the acquisition of approximately 20 acres
of land on she c ^st side of Rochester rkvenue, between Foothill
Boulevard and Arrow Highway.
BACKGROUND In Jandary, 1989. this Redevelopment Agency
authorized Agency staff to negotiate with the owners of certain
properties located on the west side of Rochester Avenue, between
Foothill Boulevard and Arrow Highway for the purchase of their
properties. Two property owners had given indication of a
willingness to sell to the Agency for a favorable price.
ANALYSIS The owners of the properties identified on the attached
map have agreed to sell their properties to the Redevelopment
Agency for $ 1,360,000 each. This price is especially favorable for
industrial land in this area, and the parcels are well located for their
anticipated use. Together, the two properties total 19.2 acres.
Negotiations with owners of adjacent properties are continuing.
Respectfully submitted,
Lind: D Daniels, Redevelopment Coordinator
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AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS
M. Ticor Title Insurance Company of California
340 Went Fourth Street
San Bernardino, CA 92403
Aun. Kathy Armitage
Escrow No._
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (`Agreement "), dated as of 1989, is by and
between Walter E. Taylor and Elizabeth Barbara Taylor, as Trustee or
any successor Trustee, under that certain Declaration of Trust created
by Walter E. Taylor and Elizabeth Barbara Taylor, as Trustors, dated
September 29, 1981 ( "Seller'), and THE RANCHO CUCAMONGA
REDEVELOPMENT AGENCY, a municipal body corporate and public ( "Buyer "),
with respect to the following recitals:
A. Seller is the owner of certain real property located in the City of Rancho
Cucamonga, County of San Bernardino, State of California, as more particularly
described in EXHIBIT "A" attached hereto and incorporated herein by
reference (the 'Property ").
B. Buyer has agreed to acquire from Seller, and Seller has agreed to sell to
Buyer, the Property.
C Buyer has the power of eminent domain.
D ruyer's officials have previously indicated to Seller that, in the event
Seller does not agree to sell the Property to Buyer on the terms and conditions
stated in this Agreement, those officials will recommend to Buyer that Buyer
acquire the Property by eminent domain. It is probable that Buyer would follow
that rccommentlation.
NOW, THEREFORE, in consideration of the foregoing Recitals, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer hereby agree as follows:
I Purchase and Sale. Seller agrees to sell the Property to Buyer, and
Buyer agrees to purchase the Property from Seller, upon the terms and
conditions herein set forth.
2. Purchase Price. The purchase price ( "Purchase Price ") for the
Property shall be One Million Three Hundred Sixty Thousand Dollars
(S1 "o'oem.
3 pnyment of Purchase Price. The Purchase Price for the Property
shall be payable by Buyer as follows:
(a) Upon the opening of Escrow (as hereinafter defined), Buyer
shall deposit with Ticor Title Insurance Company of California ('Escrow
Holder'), at the address specified above, the sum of Ten Thousand Dollars
($10,0000) in the form of a certified or bank cashier's check or by
confirmed wire transfer of funds (the "Deposit ") made payable to Escrow
Holder This Deposit shall be credited toward the Purchase Price upon the
Close of Escrow.
(b) At least one (1) business day prior to the Close of Escrow,
Buyer shall deposit into Escrow, by cash, cashier's check- or confirmed wire
transfer of funds made payable to Escrow Holder, the balance of the
Purchase Prire, plus the full amount of closing costs, prorations and
charges payable pursuant to this Agreement.
4 [erection; "As Is" Sale.. Prior to closing, Buyer shall have the
right to enter upon the Property to conduct a soils analysis. Prior to doing so,
Buyer shall give Seller prior notice thereof. Prior to commencing any tests or
investigations which contemplate the drilling or disturbance of the surface of the
Property, Buyer shall submit to Seller its operational plans for conducting such
tests and investigations, which plans shall he subject to Sellees prior written
approval, which approval shall not be unreasonably withheld. Seller reserves
the right to have a representative present during any Investigations or tests, and
Buyer shay. provide Seller with prior written notice of the date and time such
investigations or tests will occur Upon completion of any tests or investigations
of the Property, Buyer shall promptly cause the Property to be restored to the
condition existing immediately prior to any such investigations or tests, and shall
provide Seller with copies of any reports or data obtained, without charge.
Buyer shall protect, defend, indemnify and hold Seller and the Property free and
harmless from and against any and all liability, loss, obligation, liens, costs,
damage or expense (including, without limitation, attorneys' fees) which Seller
may Main or incur by reason of or in connection with any such investigaticns
bo
or tests. The foregoing indemnity obligation of the Buyer shall survive the
conveyance of the Property by Seller to Buyer
Buyer acknowledges that notwithstanding any prior or contemporaneous oral or
written representations, statements, documents or understandings, this
Agreement constitutes &.a entire understanding of the parties with respect to
the subject matter heresf and supersedes any such prior or contemporaneous
oral or written repre•mmations, statements, documents or understandings.
Buyer further acknowledges that Seller does not make any representations or
warranties of any kind whatsoever, either express or implied, with respect to
the Property or any of such related matters, and that the Property is being sold
to Buyer in an 'as is' condition, except as otherwise providea in accord:,nce with
the terms of this Agreement. in particular, but without limitation, Seller males
no representations or warranties, express or implied, with respect to the use,
condition or title of the Property, compliance with applicable statutes, laws,
codes, ordinances, regulations or requirements relating to leasinr, zoning,
subdivision, planning, building, fire, safety, health or environmental matters,
compiiance with covenants, conditions and restrictions (whether or not of
record), other local, municipal, regional, state or federal requirements, or other
statutes, laws, codes, ordinances, regulations or requirements.
5 Sella Rlnert. Prior to Close of Fscrow, Buyer shall have obtained, at
its own expense, a soils report from a soils consultantlengineer, selected by
Buyer, indrea:ing that there are no pollutants, contaminants or other substances,
hazardous or otherwise, on or beneath the surface of the Property, which are or
may be on or beneath the surface of the Property in violation of any law or
regulation of any local, state or federal government, or agency thereof, or which
are or may be a nuisance or health hazard or threat to occupants. invitees,
permittees or licensees of the Property or other residents of the surrounding
area, or which may prevent B•1yer from putting the property to its intended use.
6 Cond[tlnn tf _fide. Title
Buyer upon the Close of 1:scrow by grant
attached hereto as Wl011 "B ", subject
(collectively the 'r: rrditions of Title'):
to the Property shall be conveyed to
deed (the 'Deed'), the form of wht,.h is
only to the following conditions of title
(a) . lien to secure payment of real estate taxes and assessments not
delinquent,
(b) matters affecting the condition or title creates by or with the-
consent of Buyer
31
W covenants, conditions, easements and restrictions and all other
matters of record relating to the Property as reflected on Owner's Policy of
Title Insurance No. 90853. Buyer acknowledges that it has reviewed
Owner's Policy of Title Insurance No. y0853 issued by Escrow Holder, and
Buyer approves al; exceptions to title as set forth therein as such
exceptions relate to the Property; and
(d) alt maters which would be revealed or disclosed by an accurate
survey or physical inspection of the Property
7 1111e Palla. Title shall be evidenced by a CLTA Owner's Standard
Policy of Title Insurance issued by Escrow Holder, in the amount of the Purchase
Price, showing title to the Property vested in Buyer, subject only to the Condition
of Title. Buyer, at its own option and at its sole cost and expense, shall have the
right to obtain ALTA extended coverage; nrovided. however. that the failure to
obtain such extended coverage shall not be a condition to or delay the Close of
Escrow. 71c cost of any survey which is necessary to enable buyer to obtain
such ALTA extended coverage shall be borne by Buyer
8 Escrow.
(a; Opening_ of Escrow. Upon execution of this Agreement and
delivery thereof to Escrow holder, the escrow ( "Escrow ") shall be deemed
opened with Escrow Holder for the consummation of this transaction.
Escrow Holder is instructed to notify Buyer and Seller in writing of the
date on which Escrow is opened.
(b) Close of Escrow. For the purposes of thin Agreement, the "Close of
Escrow" shall be defined as the date that the Deed conveying the Property
to Buyer is recorded in the Official Records of San Bernardino County,
California. The Close of Escrow shall take place within ¢Q days from the
execution of this Agreement; pyq_vWed. h QH&vsL in no event shall the Close
of Escrow occur later than April 16, 1989 (such date by which the Close of
Escrow shall take place being hereinafter referred to as the "Closing Date ").
If the Close of Escrow fails to take place by the Closing Date by reason of
any default hereunder, the defaulting party shall bear all costs and
expenses of Escrow
(c) Deposits Into Escrow. Buyer shall deposit with Escrow Helder the
funds squired of the Buyer in the amounts and at the times provided for
herein together with executed originals of any other documents required
under the terms of this Agreement. Seller shall deposit or cause to be
deposited with Escrow Holder not later than one (1) day prior to the
,I 3 2
Closing Date, the Deed duly executed and acknowledged, attached hereto
and incorporated herein by reference.
(d) Proretlnns. At! taxes, assessments and other expenses of the
Property, if any, shall be prorated as of the Close of Escrow, based upon
thirty (30) day month and a three hundred sixty (360) day year
(e) Disbursements and Other Actions by Escrow Holder. Upon Close of
Escrow, the Escrow Holder shall promptly undertake all of the following in
the manner hereinbelow indicated:
(1) Disburse all funds deposited with Escrow Holder by Buyer in
payment of the Purchase Price for the Property as foL'ows:
(i) Deduct therefrom all items chargeable to the account of
Seller pursuant hereto;
(ii) The remaining balance of the funds so deposited shall e
disbursed to Seller in accordance with its separate instructions
promptly upon the Close of Escrow;
(2) Cause the Deed and any other instruments which the parties so
direct, to be recorded in the Official Records of San Bernardino
County, California, in the order herein described; and
(3) Deliver the Title Policy to Buyer, showing title vested in Buyer
(f) AS A MATTER OF MEMORANDUM ONLY, WITH WHICH ESCROW
HOLDER IS NOTTO BE CONCERNED:
This transaction shall be considered an involuntary conversion under the
threat of eminent domain.
THE FOREGOING DOES NOT CONST17UE AN INSTRUCTION TO ESCROW
HOLDER.
9 Colts and Expenses. The cost and expense of the CLTA premium
portion of Title Policy, the documentary transfer tax and the cost of recording
the Deed :hL!l be paid by Buyer. Buyer shall pay for the additional premium to
upgrade the CLTA title coverage to ALTA title coverage and for any
endorsements Buyer may request. Except as otherwise specifically provided
herein, the escrow fee of Escrow Holder shall be paid by Buyer.
5
10. Defgult of either °ariE
(a) If the Close of Escrow fails to occur because of either party's
default, the defaulting party shall be liable for all Escrow cancellation
charges.
(b) If Seller defaults under the terms of this Agreement, Buyer shall
be entitled to the reture of the Deposit and puyer shall be permitted to
pursue all rights and remedies it may have against Seller due to said
default.
(c) IF THE SALE OFTHE PROPERTY IS NOT CONSUMMATED BECAUSE
OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, SELLER
SHALL BE RELEASED FROM ALL OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND ESCROW HOLDER SHALL IMMEDIATLEY DELIVER TO
SELLER, DESPITE ANY INSTRUCTIONS TO THE CONTRARY AND WITHOUT
FURTHER NOTICE, THE DEPOSIT, WHICH SELLER SHALL RETAIN AS
LIQUIDATED DAMAGES. IN ADDITION, BUYER SHALL. PAY ALL ESCROW
CANCELLATION CHARGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S
ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE
EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMENT. THEREFORE,
BY PLACING THEIR INTITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT
THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS
REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE ^ kMS HEREOF
AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A
DEFAULT ON THE PART OF BUYER. IF BUYER ATTEMPTS TO INTERFERE
WITH THE RELEASE OF THE DE00SIT, OR IF BUYER COMMENCES ANY
ACTION AGAINST SF.LI— OR THE PROPERTY ARISING OUT OF THIS
AGREEMENT, THEN SELLER SHALL IQOT BE LIMITED IN THE AMOUNT OF
DAMAGES IT MAY RECOVER FROM BUYER.
Seller's Initials Buyer's Initials
11 Ent" on Property. Until Close of Escrow or termination of this
Agreement, Buyer and Buyer's employees and agents shall have a limited license
to enter upon Property to examine Property, so long as the activities do not
damage the Property Buyer shall coordinate all of its entries onto the Property
as permitted under this Paragraph 10 with Seller or Seller's authorized
representative. This limited license may be revoked by Seller at any time, and
shall in any event be deemed revoked upon Buyer's default or termination of
this Agreement. After examining the Property, Buyer shall restore the Property
to its condition prior to such examination, and Buyer hereby agrees to
6 3t
indemnify, defend and hold Seller harmless from and against any and all claims,
losses, liabilities, damages or expenses (including, without limitation, attorneys'
fees) arising from or relating to such entry on the Property.
12. $tyresentatlons of Buver. Buyer represents and warrants to ScBar
that the execution and delivery of this Agreement by the persons executing
same and the execution and delivery of any other documents referred to herein
to which Buyer is a party on behalf of Buyer, are and will be duly authorized by
the necessary action of Buyer and no further action is necessary to make this
Agreement the valid and binding obligation of Buyer
13. Reoresentotions of Seller. Seller represents and warrants to, and
agrees and consents with buyer as follows:
(a) Seller is Trustor under that certain Declaration of Trust
created by Walter E. Taylor and Elizabeth Barbara Taylor, date
September 24, 1981; and
(b) The execution and delivery of this Agreement by the persons
executing this Agreement, and other documents referred to herein on
behalf of Seller, as of the Close of Escrow, shall be authorized by the Seller,
and no further action will be necessary to make this Agreement the valid
and binding obligation of Seller.
14 L{s1lJ= All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered, telecopied or
sent by registered or certified mail, postage prepaid, return receipt requested, at
the following addresses:
To Buyer- The Rancho Cucamonga Redevelopment Agency
9320 "C" Base Line Rozd
Rancho Cucamonga, CA 91730.08 07
AM Linda D. Daniels
With a Copy to: James L. Markman
Markman & Arczynski
I Civic Center Circle
Brea, CA
To Seiler- Walter E. Taylor and Elizabeth Barabra Taylor
C/O P Frederick Wellensick
P O. Box 4011
Covina, CA 91723
35,
7
Notice shall be deemed given two (2) business days following the date of due
posting at the United States Post Office, or, if personally delivered or telecopied,
the date of delivery or transmission. Notice of change address shall be given by
written notice in the manner detailed in this paragraph lh.
15 HIliktm Seller shall pay all commissions which Seller is obligated to
pay to any broker or finder engaged by Seller in connection with the transaction
contemplated by this Agreement, and Seller shell indemnify, save harmless and
defend Buyer from and against any claims for brokers' or finders' fees if such
claims shall be based upon any statement, representation or agreement made by
Seller Buyer represents and warrants to Seller that no broker or finder has
been engaged by it in connection with the transaction contemplated by this
Agreement. In the event of anv claims for brokers' or finders' fees for
consummation of this Agtcement, then Buyer shall indemnify, save harmless
and defend Seller from and against such claims if they shall be based upon any
statement, representation or agreement made by Buyer
16 SUrvival or Covena=. The covenants, agreements, representations
and warranties made herein which are intended to survive the Close of Escrow
and shall survive any investigations by the parties, the Close of Escrow and the
recordation of the Deed conveying the Property to Buyer.
17 Succesnors and Assigpg, this / greement shall be binding upon and
shall inure to the benefit of of the successors and assigns of the parties hereto,
except that Buyer's interest under this Agreement may not be ussigned,
encumbered or otherwise transferred, whether voluntarily or involuntarily, by
operation of law or other vise.
13. Reanlred Actions of Buyer and Sellgr. Buyer and Seller agree to
execute all such instruments and documents and to take all actions pursuant to
the provisions bermof as may reasonably be necessary and appropriate in order
to consummate the purchase and sale herein contemplated and shall use their
best efforts to accomplish the timely Close of Escrow in accordance with the
provisions hereof
19 $ ntire Agreement. This Agreement, together with the exhibits
attached hereto, contains the entire agreement between the parties hereto with
respect to the subject rota ter hereof, and no addition to or modification of any
term or provision shall be effective unless set forth in writing, signed by both
Seller and Buyer In addition, Buyer and Seller agree to execute, deliver and be
8 3
bound by any reasonable or customary supplemental escrow instructions of
Escrow Holder or other instruments as may be reasonably required b
Holder in order f consummate the transaction contertpla;ed herein. The
Printed Y Escrow
Portions of any such supplemental instructions shall not amend he
supersede any portions of this Agreement. If there Is any inconsistence between
such supplemental instructions and this Agreement, this Agreement shall
control
20. Tuns of &U= Seller and buyer heresy acknowledge and agree
that time is strictly of the essence with respect to each and eve
condition, obligation and provision hereof.
ry term,
21 Partla1- �tyygllsilt� If an
by any court of competent jurisdiction orto portion of
Invalid, illegal illegal t or unenforceable,
such portion shall be deemed severed from this Agreement and the remaining
Parts hereof shall remain in full force and effect, as fully as though such Invalid,
illegal or unenforceable portion had never been part fu this Agrogh such
22 n (pro F ^ Upon the bringing of an
arbitration (pro that said at of this A ret Y action, snit or
agreed to in writing by the panics, although neither g ment is subsequently
obligation to so agree to an arbitration of a dispute unparty
Agreement) by
either party against the other arising out of this Agreement or the subject
matter thereof, the party In whose favor final Judgement shag be entered shaft
be entitled to recover from the other party all costs and expenses entered
the suit,
including reasonable attorneys' fees.
23 CAU&rnla taw This Agrcement shall be
in accordance with the laws of the State of California. governed by and construed
24 wa- +=. No waiver
deemed a waiver of an Y either part of any provision hereof shall be
either y other provision hereof or any subsequent breach by
Pty of the same or any other Provision.
appearing 25 f- A21LLML The captions, paragraph and subparagraph numbers
ay in this Agreement are inserted only as a matter of convenienve and in
f way define, limit, construe or describe the stop",, or intent of such
of this Agreement nor in ally way affect this Agreement.
Paragraphs
26 �S1LIDaificntion at Fs r Het.t
(a) If this Agreement or ary matter relating hereto shall become the
subject of any I:- gatton or controversy, Buyer and Seller agree, jointly and
9 �17
�J
■
is
severally, to hold Escrow holder free and harmless from any loss or
expense, Including attorneys' fees, that may be suffered by it by reason
thereof. In the event coal1icting demands are made or notices served upon
" Escrow Holder with respect to this Agreement, the parties exph-essly agree
that Escrow Holder sbnll shall be entitled to rile a suit in imetpteader and
obtain aft order from the court requiring the parties to ,nterplead and
t litigate n.oir several claims and rights among themselves.
(b) Escrow Holder shall not be liable for the sufficiency or correctness
as to form, manner, execution or validity of any instrument deposited try
Buyer or Seller with It (other than documents prepared by Escrow Holder),
nor as to tLe identity, authority or rights of any person executing such
instrument, nor for the failure of any such person to comply wt•h this
Agreement or other instrument filed with Escrow Holder or refer ;cd to
herein.
IN WITNESS WHEREOF, the parties hereof have excouted this Agreement as
of the day and year first tbove written.
BUIER. RAN CiOCUCAMONGAREDEVLWPMEWAGENCY
By:
Chairman
to 3�
-i ........
r4 ESCROW HOLDER APPROVES THEESCROW PROVISION AND
SPECIFIC INSTRUCTIONS TO ESCROW HOLDER SET FORTH
IN THE FOREGOING AGREEMENT AND AGREES TO ACT IN
ACCORDANCETHEREWML
1989
'i.
TICOR TITI E INSURANCE
s
By.
Its
3q
II
Zgt;�
L$aAj,.-6)FSCRrMON
Lot 21, Map of Rochest,:r, in the City of Rancho Cucamonga, County of San
Bernardino, State of Callotnia, as per Plat recorded in Book 9 of Maps, Page 20,
Recrtrds of said Cot+.ty
12
pro
RL•CORDING REQUFSM BYAND
WHEN RECORDED MAIL TO:
The Rancho Cucamonga Redevelopment Agency
9320 "C' Base Line Road
Rancho Cucamonga, CA 91730 4)8(Y7
Attention: Linda D. Daniels
MAIL TAX STATEMHNTS TO:
Same
Q
FOR VALUE RECEIVED, Walter E. Taylor and Ellzcbetb Barbara
Taylor, as Trustee or any successor Trustee, under that certain
Declaration of Trust created by Walter E. Taylor and Elizabeth
Barbara Taylor, as Trustors, dated September 29, 1981 ( "Grantor "),
grants to THE RANCHO CUCAMONGA REDF,VELOPMENT AGENCY, a
L municipal body coporate and public ( "Grantee "). all that certain real property
(the "Property ") si.uated in tho City of Rancho Cucamonga, County of San
Bernardino, State of California, more particularly described as follows:
Lot 21, Mip of Rochester, in the City of Rancho Cucamonga, County of San
Bernardino. State of California, as per Plat recorded in Book 9 of Maps, Page 20,
Records of said County.
THE PROPERTY iS CONVEYED TO GRANTEE SUBIEL -r TO:
(a) All lines, encumbrances, easements, covenants, conditions and
restrictions of record:
(b) All mattters which would be revelaed or dis:losed by in accurate
survey or physical inspection of the Property; and
(c) A lien not yet delinquent for taxes for real property and personal
property, and any general or special assessments against the Property.
EzhUd "R"
13 41
N WrINESS WHEREOF, the uAdenlgned has exeruedthis Grant Deed as of
1989.
By:
Walter E. Taylor,
Trustee
By:
Elizaoeth Barbara Taylor
Trustee
'om. , tll�iiSi
4z-
14
AGREEMENT OF PUR INSTRUCTIONS AND JOINT ESCROW
TO: M—or Titlo Insurance Comoany of California
3:0 Nest Fouttn Suet
San Bernardino, CA 92403
k n: Kathv Armitage
? Escrow No.___ —
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
y INSTRUCTIONS ( "! grrement "). dated as of: 198S, is by and
between Mask-Off Company, a California Corporation ( "Seller "), and
TIIF. RANCHO CUCAMONGA REDEVELOPMENT o�e''Collowing rtcnicisal
body corporate and public ('Buyer "), respect
. RFI�TiAT -S
A. Seller is the owner of certain real property located in the City of
Rancho Cucamonga, County of San Bernardino, State of CaL'fornia, as more
particularly descritmd in EXHIBIT "A" attached hereto and incnrperated
herein by reference (the "Property ").
B. Buyer has agreed to acquire from Seller, and Seller has agreed to
sell to Buyer, the Property.
C Buyer has the power of eminent domain.
A Buyers officials have previously indicated to Seller that, in the
event Seller does not agree to sell the Property to Buyer on the terms and
conditions stated in this Agreement, thoso officials will recommend to
Buyer that Buyer acquire the Property by eminent domain. It is probable
that Buyer would follow that recommendation.
NOW. THEREFORE, in consideration of the foregoing Recitals, and for
other good and valuable consideration, t, receipt and sufficiency of which
arc hereby acknowledged. Seller and Buyer hereby agree
I p rchat and Sete. Seller agrees to sell the Property to
Buyer, and Buyer agrees to purchase the Property from Seller, upon the
terms and conditions herein set forth.
1 43
2 Purebasg price. The purchase price ( "Purchase Price') for the
Property shall hr One Million Three Hundred Sixty Thousand Dollars
($1.360.000).
3 PnYmmgnt of Pvrehaa Price. the Purchase Price for the
Property shall be payable by Buyer as follows.
(a) Upon the opening of Escrow (as hereinafter defined).
Buyer shall dep.tsit with Ticor Title insurance Company t.f California
( "Escrow Holder "), at the address specified above, the sam of Ten
Thousand Dollar- ($10,0000) in the form of a certified tz htnk
cashiers check or by confirmed wire transfer of funds (the "Depost: ;
made payable to Escrow Holder. This Deposit shall be credited
toward the purchasr, Price upon the Close of Escrow.
(b) At least one (1) business day prior to the Close of
Escrow. Bayer shall deposit into Escrow, by cash, cashier's check or
confirmed vice transfer of funds made payable to Escrow Holder, the
balance of 'he Purchase Price, plus the full amount of closing costs,
prorations at.d charges payable pursuant to this Agreement.
q jnqnectlm; "As is" Sale. Prior to closing, Buyer shall have
the right to enter upon the Property to conduct a soils analysis. Prior to
doing so, Buyer shall live Seller prior notice thereof. Prior to commencing
any tests or investigatWns which contemplate the drilling or disturbance of
the surface of the Property, Buyer shall submit to Seller its operational
plans for conducting such tests and investigations, which plans shall be
subject to Sellers prior written approval, which approval shall not be
unreasonably withheld. Sailer reserves the right to have a refresentative
present during any Investigations or tests, and Buyet shall provide Seller
with prior written notice of the date and time such investigations or tests
will occur Upon completion of any tests or investigations of the Property.
Buyer shall promptly cause the Property to be restored to the conditio_
existing immediately prior to any such investigations or tests, and shall
provide Seller with copies of any reports or data obtained, without charge.
Buyer shall protect. defend, indemnify and hold Seller and the Property
free and harmless from and against any and all liability, loss, obligation,
liens, costs, damage or expense (including, without limitation, attorneys'
fees) which Seller may sustain or incur by reason of or in connection with
any such investigations or tests. The foregoing indemnity obligation of the
Buyer shall survive the conveyance of the Property by Seller to Buyer
"f"f
2
Buyer acknowledges that notwithstanding any prior or contemporaneous
oral or written representations, statements, documents or understandings,
this Agreement constitutes the entire understanding of the parties with
respect to the subject matter hereof and supersedes any such prior or
contemporaneous oral or written representations, statements, documents
or understandings. Buyer further acknowledges that Seller does not make
any representations or warranties of any king whatsoever, either express
or implied, with respect to the Property or any of such related matters,
and that the Property is being sold to Buyer in an 'as is' condition, except
as otherwise provided in ac, :ordance with the terms of this Agreement. In
particular, but without limitation, Seller makes no representations or
warranties, express or Implied, with respect to the use, condition or title of
the Property, compliancz with applicable statutes, laws, codes, ordinances,
regulations or requirements relating to leasing, zoning, subdivision,
planning, building, fire, safety, health or environmental matters,
compliance with covenants, conditions and restrictions (whether or not of
record), other local, municipal, regional, state or federal requirements, or
other statutes, laws, codes, ordinances, regulations or requirements.
S 5OI1s Ramort. Prior to Close of Escrow, Buyer shall have
obtained, at its own expense, a soils report from a soils
consultant /engineer, selected by Buyer, indicating that there are no
pollutants, contaminants or other substances, hazardous or otherwise, on or
beneath the surface of the Property, which are or may be on or beneath
the surface of the Property in violation of any taw or regulation of any
local, state or federal government, or agency thereof, or which are or may
be a nuisance or health hazard or threat to occupants, invitees, permittees
or licensees of the Property or other residents of the surrounding area, or
which may prevent Buyer from putting the property to its intended use.
6 Condition of Title. Title to the Property shall be conveyed to
Buyer upon the Close of Escrow by grant deed (the "Deed'), the form of
which is attached hereto as Exhibit "B ". subject only to the following
conditions of tide (collectively the 'Conditions of Tills'):
(a) a lien to secure payment of real estate taxes and
assessments not delinquent;
(b) matters affecting the condition of title created by or with
the consent of Buyer;
(c) covenants, conditions, easements and restrictions and all
other matters of record relating to the Property as reflected on
3 46
Owner's Policy of Title Insurance No. 908054. Buyer acknowledges
that it has reviewed Owner's Policy of Title Insurance No. 908964
issued by Escrow Holder, and Buyer approves all exceptions to title
as set forth therein as such exceptions relate to the Property; and
(d) all matters which would be revealed or disclosed by an
accurate survey or physical inspection of the Property
7 Title Policy. Title shall be evidenced by a CL'iA Owners
Standard Policy of Title Insurance issued by Escrow Holder, in the amount
of the Purchase Prirc, showing title to the Property vested in Buyer,
Subject only to the Condition of Title. Buyer, at its own option and at Ea
sole cost and expense, shall have the right to obtain ALTA extended
coverage, provided however. that the failure to obtain such extended
coverage shall not be a condition to or delay the Close of Escrow. The cost
of any survey which is necessary to enable buyer to obtain such ALTA
extended coverage shall be Some by Buyer.
8 Enrow.
(a) QpCRWZ of Rscrow. Upon execution of this Agreement and
delivery thereof to Escrow holder, the escrow ( "Escrow ") shall be
deemed opened with Escrow Holder for the consummation of this
transaction. Escrow Holder is instructed to notify Buyer and Seller in
writing of the date on which Escrow is opened.
(b) C QI of Escrow. For the purposes of this Agreement, the
"Close of Escrow" shall be defined as the date that the Deed
conveying the Property to Buyer is recorded in the Official Records of
San Bernardino County, California. The Close of Escrow shall take
place within §Q, days from the execution of this Agreement; provided.
however. In no event shall the Close of Escrow occur later than April
16, 1989 (such date by which the Close of Escrow shall take place
being hereinafter referred to as the "Closing Data'). If the Close of
Escrow fails to take place by the Closing Date by reason of any
default hereunder, the defaulting party shall bear all costs and
expenses of Escrow.
(c) 12eposits Into Escrow. Buyer shall deposit with Escrow
Holder the funds required of the Buyer in the amounts and at the
times provided for herein together with executed originals of any
otber documents required under the terms of this Agreement. Seller
shail deposit or cause to be deposited with Escrow Holder not later
4 46
than one (1) day prior to the Closing Date, the Deed duly executed
and acknowledged, attached hereto and incorporated herein by
reference
(d) Proration.. All taxes, assessments and other expenses of the
Property, if any, shall be prorated as of the Close of Escrow, based
upon thirty (30) day month and a three hundred sixty (360) day
year
(e) D15burnments and Other Actions by EscrowHHolder, Upon
Close of Escrow, the Escrow Holder shall promptly undertake all of
the following in the manner hcreinbelow indicated:
(1) Disburse all funds deposited with Escrow Holder by Buyer
In payment of the Purchase Price for the Property as follows:
(i) Deduct therefrom all items chargeable to the account
of Seller pursuant hereto;
(ii) The remaining balance of the funds so deposited shall
e disbursed to Seller in accordance with its separate
instructions promptly upon the Close of Escrow;
(2) Cause the Deed and nay other instruments which the
parties so direct, to be recorded in the Official Re -:ords of San
Bernardino County, California, in the order herein described;
and
(3) Deliver the Title Policy to Buyer, showing title vested in
Buyer
(f) AS A MATTER OF MEMORANDUM ONLY, WITH WIHCH ESCROW
HOLDER IS NOTTO BE CONCERNED:
This transaction shall be considered an involuntary conversion under
the threat of eminent domain.
THE FOREGOING DOES NOT CONSTRUE AN INSTRUCTION TO ESCROW
HOLDER.
9 Costs and Rx cn= The cost and expense of the CLTA
Premium portion of Title Policy, the documentary transfer tax and the cost
of recording the Deed shall be paid by Buyer Buyer shall pay for the
5 47
additional premium to upgrade the CLTA title coverage to ALTA title
coverage and for any endorsements Buyer may request. Except as
otherwise specifically provided herein the escrow fee of Escrow Holder
shall be paid by Buyer.
10. Default of Either Party.
(a) If the Close of Escrow fails to occur because of either party's
default, the defaulting party shalt be 112.ole for all Escrow cancellation
charges.
(b) If Seller defaults under the terms of this Agreement, Buyer
shall be entitled to the return of the Deposit and Buyer shall be
permitted to pursue all rights and remedies it may have against
Seller due to said default.
(c) IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED
BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF
BUYER, SELL ER SHALL BE RELEASED FROM ALL OF ITS OBLIGATIONS
UNDER THIS AGREEMENT AND ESCROW HOLDER SHALL
IMMEDIATIXY DELIVER TO SELLER, DESPITE ANY WSTRUCITONS TO
THE CONTRARY AND WITHOUT FURTHER NOTICE, IMF. DEPOSIT,
WHICH SELLER SHALL RETAIN AS LIQUIDATED DAMAGES. IN
ADDITION, BUYER SHALL PAY ALL ESCROW CANCELLATION
CHARGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL
DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE
EXTREMELY DIFFICULT OR iMPRACITCABLE TO DETERMINE.
THEREFORE, BY PLACING THEIR INTITIALS BELOW, iFSE PARTIES
ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER
NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT
TO THE TERMS HEREOF AND AS SELLER'S EXCLUSIVE REMEDY
AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF
BUYER. IF BUYER ATTEMPTS TO INTERFERE WITH THE RELEASE OF
THE DEPOSIT. OR IF BUYER COMMENCES ANY ACTION AGAINST
SELLER OR THE PROPERTY ARISING OUT OF THIS AGREEMENT, THEN
SET I ER SHALL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT
MAY RECOVER FROM BUYER
Seller's Initials
Buyer's Initials
11 Entrr on Pronerty. Until Close of Escrow or termination of
this Agreement, Buyer and Buyer's employees and agents shall have a
6 7' -
limited license to enter upon Propert- to examine Property, so long as the
activities do not damage the Property Buyer shall coordinate all of its
entries onto the Property as permitted under this Paragraph 10 with Seller
or Seller's authorized representative. This limited license may be revoked
by Seller at any time, and shall in any event be deemed revoked upon
Buyer's default or terminating of this Agreement. After examining the
Prope,ty, Buyer shall restore the Property to Its condition prior to such
examination, and Buyer hereby agrees to indemnify, defend and hold
Seller harmless from and against any and all claims, lossas, liabilities,
damages or expenses (including, without limitation, attorneys' fees) arising
from or relating to such entry on the Property.
12. Representations of Bnvrr. Buyer represents and warrants to
Seller that the execution and delivery of this Agreement by the
executing same and the
execution and delivery
persons
of any other documents
referred to herein to which
Buyer Is a party on
behalf of Buyer,
are and
will be duly authorized
by the necessary action
of Buyer and no
further
action is necessary to
make this Agreement
the valid ano
binding
obligation of Buyer
13. Represenmtions of Selltr, Seller represents and warrants to,
and agrees and consents with buyer as follows:
(a) Seller is Mash -off Company, a California Corporation: and
(b) Th! execution and delivery of this Agreement by the persons
executing this Agreement, and other documents referred to herein on
behalf of Seller, as of the C:ose of F,scrow, shall be authorized by the
Seller, and no further action will be necessary to make this
Agreement the valid and binding obligation of Seller.
14 191W I. All notices or other communications required or
Permitted hereunder shall be in writing, and shall be personcliy de:,vered,
telecopied or sent by registered or certified mail, postage prepaid, return
receipt requested, at the following addresses:
To Bays- The Rancho Cucamonga
93.20 "C' Base Line Road
Rancho Cucamonga, CA
ATTN• Linda D. Daniels
7 49
Redevelopment Agency
91730 -08 07
With a Copy to: James L. Markman
Markman & Arczynski
1 Civic Center Circle
Brea, CA
To Seller Mask -Off Corporation
C/O P Frederick Wellensiek
P O. Box 4011
Covina, CA 91723
With a Copy to: Stephen C. Jones
]ones, Mahoney & Brayton
100 Pr Iona Mall West, Suite 506
Pomona, CA 91766
Notice shall be deemed given two (2) business days following the date of
due posting at the United States Post Office, or, if personally delivered or
telecopied, the date of delivery or transmission. Notice of change address
shall be given by written notice in the manner detailed in this paragraph
14
15 Broken Seller shall pay all commissions which Seller is
obligated to pay to any broker or finder engaged by Seller is connection
with the transaction contemplated by this Agreement, and Seller shall
indemnify, save harmless and defend Buyer from and against any claims
for brokers' or finders' fees if such claims shall be based upon any
statement, representation or agreement made by Seller. Buyer represents
and warrants to Seller that no broker or finder has been engaged by i! in
connection with the transaction contemplated by this Agreement. In the
event of any cl.iris for brokers' or finders' fees for consummation of this
Agreement, then Buyer shall indemnify, save harmless and defend Seller
from and against such claims if they shall be based upon any statement,
representation or agreement made by Buyer
16 Survival of Covenants, The covenants, agreements,
representations and warranties made herein which are intended to survive
the Close of Escrow and shall survive any investigations by the parties, the
Close of Escrow and the recordation of the Deed conveying the Property to
Buyer
17 Successors and Asslum, this Agreement shall be binding upon
and shall inure to the benefit of of the successors and assigns of the parties
8
hereto, except that Buyer's interest under this Agreement may no! be
assigned, encumbered or otherwise transferred, whether voluntarily or
involuntarily, by operation of law or ^therwise.
18 RellMl ell Actions of Buyer and Setter_ Buyer and Seller
agree to execute all such instruments and documents and to take all
actions pursuant to the provisions hereof as may reasonably be necessary
and appropriate in order to consummate the purchase and sale herein
contemplated and sl.all use their best efforts to accomplish the timely
Close of Escrow in accordance with the provisions hereof.
19. Entire Agreement. This Agreement, together with the exb"
attached hereto, contains the entire agreement between the parties
with respect to the subject matter hereof, and no additic•
modification of any term or provision shall ba effective unless
writing, signed by both Seller and Buyer. In addition, Buyer
agree to execute, deliver and be bound by any reasonable or ct
supplemental escrow instructions of Escrow Helder or other instrumu
ma) be reasonably required by Escrow Holder in order to consummate
transaction contemplated herein. The printed portions of any se
supplemental instructions shall not attend or supersede any portions of
this Agreement. If there is any incon •istence between such supplemental
instructions and this Agreement, this Agreement shall control.
20. Time of Faaence. Saller and buyer i.creby acknowledge and
agree that time is strictly of the essence with respect to each anu every
term, condition, obligation and provision %ereof
21 Partial invalidit►_ If any portion of this Agreement shall be
declared by any court of competent jurisdiction to be invalid, illegal or
unenforceable, such portion shall be deemed severed from this Agreement
and the remaining parts hereof shall remain in full force and effect, as
fully as though such invalid, illegal or unenforceable portion had never
been part of this Agreement.
22. Attorne►s' Feest Costs. Upon the bringing f any action, suit or
arbitration (provided that said arbitration of . 's Agreement is
subsequently agreed to in writing by the parties, although neither parry
shall be under any obligation to so agree to an arbitration of a dispute
under this Agreement) by either party against the other arising out of this
Agreement or the subject matter thereof, the party in whose favor final
judgement shall he entered shall be entitled to recover front the other
9 Jr 1
party all costs and expenses of the suit, including reasonable attorneys'
fees.
23 f`alirornia .aw. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
24 Naiv i_s. No waiver by either part of any provision hrreof shall
be deemed a waiver of any other provision hereof or any subsequent
breach by either party of the same or any other provision.
25 f'aoNons. The captions, paragraph and subparagraph numbers
appearing in this Agreement are inserted only rs a master of convenience
and in no way define, limit, construe or describe the scope or Inteent. of such
paragraphs of this Agreement nor in any way affect
26 Inde n {flcation of F•crow Holder.
(a) if this Agreement or any matter relating hereto shall
become the subject of any litigation or controversy, Buyer and Seller
agree, jointly and severally, to hold Escrow holder free and hatmiess
from any toss or expense, including attorneys' fees, that may be
suffered by it by reason thereof. In the event conflicting demands
are made or notices served upon Escrow Holder with respect to this
Agreement, the parties expressly agree that Escrow Holder shall shall
tr, entitled to rile a suit in interpleader and obtain an order from the
court requiring the parties to interplead and litigate their several
claims and rights among themselves.
(b) Escrow Molder shall not be liable for the sufficiency or
correctness as to form, mannet, execution or validity of any
instrument deposited by Buyer or Seller with it (other than
documents prepa-ed by Escrow Holder), not as to the Identity,
authority or rights of any person executing such instrument, nor for
the failure of any such person to comply with this Agreement Of
other instrument filed with Escrow holder or referred to herein.
5`21
to
IN WITNESS WHEREOF. the parties hereof have executed this
Agreement as of the day and year first above written.
SQ —M. MASK -0F?COPORATION
By' —
Its:
BUYER: RANCHOCUCAMON G.LREDEEVE]APMENTAGEI'ICY
r By
Chairman
t
s ESCROW HOLDER APPROVES THE ESCROW
PROVISION AND SPECIFIC INSTRUCTIONS TO
ESCROW HOLDER .SET FORTH IN THE FOREGOING
P AGRE^— f AND AOREES TO ACT IN ACCORDANCE
TIIEREWrM
1989
TICOR TITLE INSURANCE
By:
Its.
11 53
:/: PYHYRIT "A"
Lot 22, Map of Rochester, in the City of Rancho Cucamonga, County ofSan
`f Bernardino, State of California, as per Plat recorded in Book 9 of Maps,
Page 20. Records of said County.
12 -51
RECORDING REWESIED BY AND
VnMq RECORDED MAIL TO:
The Rancho Cucamonga Redovelop.n.nt Agency
9320 "C" Base :.ine Road
Rancho Cucamonga, CA 91730 -0807
Attention. Linda D. Daniels
MAIL TAX STATEMENTS TO:
Same
FOR VALUE RECEIVED, Mask -Off Company, a California
Corporation ( "Grantor "), grants to THE RANCHO CUCAMONGnA
REDEVELOPMENT AGENCY, a municipal body coporate and public
("Grantee". all that certain real property (the "Property ") situated in the
City of Rancho Cucamonga, County of San Bernardino, State of Callfomia,
more particularly described as follows:
Lot 22, Map of Rochester, in the City of Rancho Cucamonga,
County of San Bernardino, State of California, as per Plat recorded in Book
9 of Maps, Page 20, Records of slid County.
THE PROPERTY IS CONVEYED TO GRANTEE SUBJECTTO:
(a) All Bens, encumbrances, easements, covenants, conditions
and restrictions of record;
(b) All mattters which would be ravelacd or disclosed by an
accurate survey or physical inspectivn of the Property; and
(c) A lien not yet delinquent for taxes for real property and
personal property, and any general or special assessments against the
Property
Rshihit_ "_B"
13
IN Wn WESS WHEREOF, the undersigned has executedthis Grant
Deed as of . 1989.
Mssk -Off Company, a California
Corporation
By:
Steve Sites,
President
Exhibit "B"
WIN
14