HomeMy WebLinkAboutDoyle, Brent A. and Heidi O. 2009-10-23AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
This Agreement is entered on /d 12- 2009 ("Effective Date"), in Ukiah,
California, by and among the Ukiah Redevelopment Agency ('Buyer"), the redevelopment agency
for the City of Ukiah, and Brent A. Doyle and Heidi O. Doyle, husband and wife as Joint Tenants
and Russell Leepin and Julia Leepin, husband and wife as Joint Tenants (collectively, "Sellers").
1. Sale of Premises: Sellers agree to sell and Buyer agrees to buy that certain real property
located in the City of Ukiah, Mendocino County, California known as 345 North Main Street and
215 Norton Street, respectively Mendocino County Assessor Parcel ("APN") Numbers
002-153-30 and 002-153-04 ("the Property"), and more particularly described in the attached two
page Exhibit A, which is incorporated herein by this reference.
2. Purchase Price: Sellers agree to accept from Buyer One Million One Hundred Forty
Four Thousand Dollars ($1,144,000) as the full purchase price for the Property.
3. Condition of Title: Title to the Premises shall be free and clear of all liens, except for
taxes not yet due, and all leases, easements and encumbrances not approved by Buyer.
4. Conditions to Buyer's Obligation to Purchase: Buyer shall have no obligation to buy
the Property from Seller, unless or until:
i. Buyer has complied with the California Environmental Quality Act ("CEQA") by
determining that the purchase does not require environmental review or by adopting a
notice of exemption, negative declaration or environmental impact report, as determined by
Buyer.
ii. Buyer approves a Phase I Environmental Site Assessment (ESA) for the property
performed in general accordance with ASTM Designation E 1527-05, Standard Practice
for Environmental Site Assessments.
iii. Buyer and the Mendocino Community College District enter a written
agreement sharing the cost to purchase the Property and for the future disposition and/or
development of the Property.
5. Escrow: Buyer shall open escrow with a title company of its choice within five (5) days
from the effective date of this Agreement and deposit with the title company $1,000, which shall
be applied toward the total purchase price. The parties shall deliver escrow instructions to the
escrow agent within 14 days from the Effective Date or such other date as prescribed by the title
company, which shall include the following:
a. Closing date: Escrow shall close by 12-19 , 2009 ("Closing"), unless
extended by mutual written agreement of the parties.
b. Preliminary title report and title insurance: Buyer shall have 10 days from the
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Effective Date to approve preliminary title reports. If Buyer disapproves a report, it must
provide written notice of such disapproval to Sellers. Buyer shall have no further
obligations under this Agreement and shall be entitled to the return of any money or
documents deposited with the escrow agent, if it gives Sellers timely written notice that it
disapproves of title as set forth in a preliminary title reports. If Buyer fails to provide such
timely written notice, it shall be deemed to have waived all objections to title. The title
company must issue prior to Closing a CLTA title insurance policy, approved by Buyer, in
the amount of the total purchase price, listing only those exceptions approved by Buyer.
c. Inspections and Condition of Premises:
(1) Except for Environmental Contamination, as defined below, Buyer is
purchasing the Property in its AS IS condition without any representation or warranty from
Sellers as to its condition. Buyer shall have 45 days from the Effective Date to obtain and
approve any inspections of the Premises as it deems necessary. Sellers shall provide Buyer
and its inspectors with reasonable access to the Premises for inspection purposes. If Buyer
wants to perform any destructive testing, it shall so notify Sellers, which shall agree to the
testing or inspection, provided Buyer agrees to restore the inspected or tested property to
the condition it was in prior to the test or inspection, if Buyer decides to terminate this
Agreement. If Buyer disapproves a timely inspection report, it must provide written notice
of such disapproval to Sellers. Buyer shall have no further obligations under this
Agreement and shall be entitled to the return of any money or documents deposited with the
escrow agent, if it gives Sellers timely written notice that it disapproves of a timely
inspection report a copy of which it has provided to Sellers. If Buyer fails to provide such
timely written notice, it shall be deemed to have waived all objections to the condition of
the Premises.
(2) Except for conditions disclosed under subsection d, below, Sellers warrant and
represent that as of the Effective Date and the Closing there is and will be no condition of
Environmental Contamination on, under or originating from the Property. The phrase
"Environmental Contamination," as used in this Agreement, means any contamination
above levels permitted by law of the surface, soil or waters of or on the Property, or
originating on the Property and migrating to adjacent land or waters by any toxic or
hazardous substance, as deemed in any local, state or federal statute or regulation, including,
but not limited to, the California Hazardous Substances Account Act, the Porter Cologne
Water Quality Act, the Clean Water Act, the Comprehensive Environmental Response,
Compensation, and Liability Act (CERCLA), and the Resource Conservation and
Recovery Act ("RCRA").
Sellers agree to fully and completely indemnify and defend Buyer from and against any
claim, liability or expense of any nature whatsoever arising out of or based on
Environmental Contamination, actual or alleged. Sellers' obligation to indemnify Buyer as
provided in this Section 5.c(2) shall continue after close of escrow. Buyer shall indemnify
and defend Sellers from and against any expense or liability for Environmental
Contamination created after close of escrow.
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d. Sellers Disclosures: Sellers disclose the following information they have
concerning the condition of the Property and the Easement.
(1) Flood Hazard Area Disclosure: The Property or a portion thereof
[check one] / / is / / is not located within a Federal Emergency Management Agency
(FEMA) "Special Flood Hazard Area."
(2) Geologic Hazard Zone: The Property [check one] / / is / / is not located
within a Special Studies Zone as designated under Public Resources Code § §
2021-2625.
(3) Environmental Contamination: [List any known conditions]
e. Closing costs: Buyer shall pay all escrow and title insurance costs of said
conveyance. Real property taxes, assessments and insurance premiums, if any, shall be
prorated between the parties from the date the deed is recorded in the official records of
Mendocino County. All pro-rations shall be made on the basis of a 365 day year or 30 day
month as applicable.
f. Payment of purchase: Buyer shall deposit by check or wire transfer the balance
of the purchase price prior to close of escrow.
h. Tax Withholding: Under the Foreign Investment in Real Property Tax Act
(FIRPA; 26 USC §1445), every buyer of U.S. real property must, unless an exemption
applies, deduct and withhold from a sellers' proceeds 10% of the gross sales price. No
withholding is required if the Sellers certifies under penalty of perjury that it is not a foreign
person within the meaning of the Act. The Sellers hereby certifies under penalty of perjury
that it is not a "foreign person" within the meaning of FIRPA and Buyer is not required to
and shall not withhold any portion of the gross sales price for state or federal capital gains
tax.
6. Right of Possession: Buyer's right of possession shall commence upon close of escrow.
7. Force Majeure: The time for performing any condition under this Agreement shall be
extended, and the obligations of Buyer suspended, by the number of days during which the
performance of that condition is prevented due to fire, flood, unusual weather events, strikes, labor
disputes, shortages, utility curtailments, power failures, explosions, civil disturbances, the time
required to satisfy government regulatory requirements beyond the minimum periods permitted by
law, acts of God, shortages of equipment or supplies, unavailability of transportation, acts or
omissions of third parties or any other reason beyond the reasonable control of the Buyer.
8. Notice: Whenever notice is permitted or required under this Agreement, it shall be
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deemed given when personally served by personal delivery, fax or overnight courier, or when
deposited in the United States mail with proper first class postage affixed thereto and addressed as
follows:
BUYER:
Ukiah Redevelopment Agency
C/o Jane Chambers, Executive Director
Ukiah Civic Center
300 Seminary Ave.
SELLERS:
Brent A. and Heidi O. Doyle
e~S Err~rv~..rsfzs ~ 14u yh N 4
S CA.2 55 q7 -
L-FAX: 707-529-6866
FAX: (707) 462-6204
Russell and Julia Leepin
~SrS~ (ePPll- bi
//c_, CA. VL~
FAX: 707-484-7796
Either parry may change its official address by giving notice as provided in this paragraph.
9. Counterparts: This Agreement may be executed in counterparts.
10. Partial Invalidity: If any term or provision of this Agreement shall be deemed to be
invalid or unenforceable to any extent, the remainder of this Agreement will not be affected
thereby, and each remaining term and provision of this Agreement will be valid and be enforced to
the fullest extent permitted by law.
11. Waivers: No waiver of any breach of any covenant or provision contained herein will
be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or
provision contained herein. No extension of time for performance of any obligation or act will be
deemed an extension of time for performance of any other obligation or act except those of the
waiving party, which will be extended by a period of time equal to the period of the delay.
12. Successors and Assigns: This Agreement is binding upon and inures to the benefit of
the permitted successors and assigns of the parties hereto.
13. Professional Pees: Neither Buyer nor Sellers have used a licensed realtor or other
agent in connection with the purchase of the Property and neither party is liable to any such realtor
or agent for a commission or fee. If either party is determined to have an obligation to pay any such
fee or commission, it shall be the sole responsibility of that party to pay the fee or commission and
that party shall indemnify and defend the other party from against any cost or liability arising out
of the obligation to pay any such fee or commission.
14. Entire Agreement: This Agreement (including all Exhibits attached hereto)
constitutes the entire contract between the parties hereto and may not be modified except by an
instrument in writing signed by the party to be charged.
15. Time of Essence: Sellers and Buyer hereby acknowledge and agree that time is strictly
of the essence with respect to each and every term, condition, obligation, and provision hereof.
16. Construction: This Agreement has been prepared by Sellers and their professional
advisors and reviewed by Buyer and its professional advisors. Sellers and Buyer and their
respective advisors believe that this Agreement is the product of all of their efforts, that it expresses
their agreement and that it should not be interpreted in favor of or against either Buyer or Sellers.
The parties further agree that this Agreement will be construed to effectuate the normal and
reasonable expectations of a sophisticated Sellers and Buyer.
17. Governing Law: The parties hereto expressly agree that this Agreement will be
governed by, interpreted under, and construed and enforced in accordance with the laws of the
State of California. The parties mutually consent to jurisdiction and venue in the courts of
Mendocino County and waive any objections to the jurisdiction or venue of such courts.
18. Paragraph Headings: The paragraph headings contained herein are for
convenience and reference only and are not intended to define or limit the scope of this agreement.
WHEREFORE, the parties have entered this Agreement on the Effective Date.
BUYER
SELLERS
UKIAH REDEVELOPMENT AGENCY
9J;~anle Chambers,
Executive Director
CITY OF UKIAH
By . aa:t=~
ne Chambers, City Manager
A.
0. Doyle
Russell L epin
Juli Leepin
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EXHMrr A
Legal Descriptions
Our Noz: 01300327-DN
LEGAL DESCRIPTIO'+i
The land refenfed to herein is describedns follows:
Pine 3
All ihat certainn.real'property situate, lying and being in the City ofUk.Wi, County of Meridocirib;.State of Califoriiia, iiioi-
particularly described as fbIlows:
Begiiiiiirig in the East litre of Maui StTtetat the Soiitliâ–ºvest corileP oflaitd ai`Peiidy Crati<fai d, et.al as described in Tract 2 in
the Deed recorded May 22,2952 in.Book 3-17 of Official Records, Page 81, Mendocino County Records, being 121 feet
South of the South line of Norton Street; thence Southerly along the East line of Main Street 182 feet: to tlie.Northwest corner
of land of Clarence F. and Lillian Ganter as described in Deed recorded October 10,194-5 in Book 192 of Of vial Records,
Page 129, Mendocino County Records; thence East along the North line of the last mentioned Lot, 180 feet to its Northeast
comer; thence North 182 fleet to the Southeast corner of land of George M. and Georgia Portlock as described in Deed
recorded July 1.5, 1946 in Book 200 of Official Records, Page 210, Mendocino County Records; thence West 180 feet to the
point of beginniing.
Excepting therefi-oin'that portion. conveyed in ilne Deed executed by AliceE. Lamb to the City ofUkinh datod Septeiiiber
4,1962, recorded. September 12, 1952 in Book 606 of Official Records, Page 211, Mendocino County Records.
APN: 002-15130
Our No.: 01300326-DN
LEGAL DESCRIPTION
The land referred to herein is described as follows:
Page 3
All that cerEaiii real Properly-situate; tying and being in the pity of Ukialt; County ofTvlendocino, State ofCalifarnia; more
particularly described as follows;
Beginning at a point on the South line ofNbrtoti Situ at f1le. Northwest corner of that parcel of land conveyed by Ad& line
Rogers, et al, to AJ. Ekdahl, by deed dated July 15, 1919, recorded in Book 156 of Deeds,.Page 70, Mendocino County Records;
thence Westeriyalong the Southerly line of Norton Street 75 feet; thence Southerly 264 % feet to the Northwest comer of the land
conveyed by Norton Wagenseller to G.H. Singley.by.deed.dated November 18, 1902, recorded in Book 90 of Deeds, Page 166,
Mendocino County Records; thence Easterly along the Northerly line of said Singley land 75 feet to the Southwest corner of the
above mentioned Ekdahl land; thence Northerly along the Westerly line of said Ekdahl land 264 f feet to the point of beginning.
APN: 002-153-04