HomeMy WebLinkAboutUkiah Redevelopment Agency 2011-03-02AGREEMENT OF PURCHASE AND SALE
This Agreement of Purchase and Sale ("Agreement"), dated as of March 2, 2011, is made
and entered into by and between the Redevelopment Agency of the City of Ukiah, a public body,
corporate and politic ("Seller"), and the City of Ukiah, a municipal corporation of the State of
California ("Buyer"). The Seller and Buyer agree as follows:
RECITALS
A. Seller is the owner of certain real property known as Mendocino County
Assessor's Parcel Numbers and addresses as set forth in the spreadsheet attached hereto ("the
Property"). The Property is located within the Ukiah Redevelopment Project Area.
B. Buyer desires to purchase the Property from Seller, and Seller desires to sell the
Site to Buyer, upon the terms, conditions, and provisions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, the parties agree as follows:
1. Purchase and Sale. Seller agrees to sell and convey to Buyer, and Buyer agrees to
purchase from Seller, the Property, on the terms and subject to the conditions set forth in this
Agreement.
2. Purchase Price. The purchase price ("Purchase Price") for the Property shall be
the amount of One Dollar ($1) and other good and valuable consideration, the sufficiency of
which is hereby acknowledged.
3. Payment of Purchase Price. On the Closing Date (defined below), the Purchase
Price shall be payable by Buyer to Seller in the form of cash or check, made payable to the
Seller, in the amount of the Purchase Price.
4. Closing. For the purpose of this Agreement, the "Closing Date" shall occur on
the date that the Grant Deed (defined below) is recorded in the Official Records of Mendocino
County. The Closing Date shall occur on a date mutually agreed upon by Seller and Buyer.
5. Grant Deed; Title. Transfer of the Property from Seller to Buyer shall be
evidenced by a grant deed or quitclaim deed ("Grant Deed") as mutually determined by and in a
form reasonably acceptable to Seller and Buyer. Prior to the Closing Date, Seller shall deliver to
Buyer the Grant Deed duly executed and acknowledged in recordable form by Seller, and Buyer
shall record the Grant Deed in the Official Records of Mendocino County within five (5)
business days following receipt of same.
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6. Costs. Buyer shall be solely responsible for all costs associated with the
conveyance of the Property, including any and all transfer taxes and recording fees in connection
with the conveyance of the Property.
7. As-Is Conveyance. Buyer has made such independent examinations and inquiries
as Buyer deems necessary and desirable with respect to the Property and the transaction
contemplated by this Agreement. Buyer is purchasing the Property on an "AS-IS WITH ALL
BASIS," and is relying upon Buyer's own independent investigations, examinations, and
inquiries, and the materials and information prepared by Buyer or by third parties at Buyer's
request in determining that the Property and each portion thereof is suitable and adequate in all
respects for any and all activities and uses which Buyer may elect to conduct thereon. Seller is
not making, has not made, and expressly disclaims, any representation, warranty, or other
assurance whatsoever with respect to the Property or any condition or feature thereof.
8. Miscellaneous.
(a) Notices. Any notices, requests, demands, or other communications
required or permitted to be given under this Agreement shall be in writing and shall be deemed
to have been duly given on the date of service if served personally (FedEx and similar services
shall be considered to be personal service), and upon the second business day after mailing, if
mailed to the party to whom notice is to be given, by first class mail, registered or certified,
postage prepaid, return receipt requested, and properly addressed as follows:
To Seller: Redevelopment Agency of the City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Attention: Executive Director
To Buyer: City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Attention: City Manager
(b) Inte rag tion. This Agreement contains the entire agreement of the parties
hereto; and this Agreement supersedes any and all prior written and oral agreements between
them concerning the subject matter contained herein. There are no representations, agreements,
arrangements or understandings, oral or written, relating to the subject matter which are not fully
expressed herein.
(c) Amendment. No change, alteration, amendment, modification, or waiver
of any of the terms or provisions hereof shall be valid unless the same shall be in writing and
signed by the parties hereto.
(d) Additional Documents. From time to time prior to and after the Closing
Date, each party shall execute and deliver such instruments of transfer and other documents as
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may be reasonably requested by the other party to carry out the purpose and intent of this
Agreement.
(e) Possession; Risk of Loss. Risk of loss shall remain with Seller until Closing.
Possession of the Site and the risk of loss shall pass to Buyer at closing.
(f) Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute but one and the
same instrument.
(g) No Brokers. Seller and Buyer hereby acknowledge that neither party has been
represented by any real estate broker, agent, or finder in connection with this transaction.
Accordingly, each party hereby agrees to indemnify, defend, and hold the other harmless from
and against any claims (including all costs, expenses, and attorney's fees related thereto) payable
as to any real estate broker, agent, or finder which the indemnifying party may engage or is
claimed to have engaged in connection with this transaction.
(h) Assignment. Buyer may not assign this Agreement or any of its rights, liabilities,
or obligations hereunder, without the prior written consent of Seller, which may be withheld in
Seller's sole and absolute discretion.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
SELLER:
REDEVELOPMENT AGENCY OF THE
CITY OF UKIAH, a public body,
corporate and politic
By:
E tive Director
APPROVED O FORM:
By:
Age ounsel
ATT ST:
By:
Secretary
SA\Administration\Agendas & ASRs\Mar 2 URA Agenda\URA and City ASR for 3-1-11\Attachment 5 purchase and sale final. doc 3
BUYER:
CITY OF UKIAH, a municipal
corporation of the State of California
By: SL~
Cit anager
APPROVED TO FORM:
By:
Cit orney
ATTEST:
By:
qt-y Clerk
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Ukiah Redevelopment Agency Properties Transferred Property List
APN
Address
Type
002-153-04
215 Norton
Housing
002-153-30
345 North Main Street
Housing
002-192-01
289 North Main Street
RDA
002-265-09
300 South State Street
RDA
002-281-15
Cleveland Lane
Housing
002-281-18
Cleveland Lane
Housing
002-281-24
517 South Main Street
Housing
002-281-28
Cleveland Lane
Housing
002-281-29
Cleveland Lane
Housing
180-080-57
Airport Park Blvd.
RDA
180-080-58
Airport Park Blvd.
RDA
180-080-59
Airport Park Blvd.
RDA
180-080-62
Airport Park Blvd.
RDA
180-080-63
Airport Park Blvd.
RDA
180-080-64
Airport Park Blvd.
RDA
180-080-65
Airport Park Blvd.
RDA
180-080-66
Airport Park Blvd.
RDA
180-080-67
Airport Park Blvd.
RDA
180-1 10-08
Airport Park Blvd.
RDA
180-110-09
Airport Park Blvd.
RDA
180-110-10
Airport Park Blvd.
RDA
180-110-11
Airport Park Blvd.
RDA
180-110-12
Airport Park Blvd.
RDA
180-110-13
Airport Park Blvd.
RDA
180-110-14
Airport Park Blvd.
RDA
180-110-15
Airport Park Blvd.
RDA
Attachment #8
Project
Student Joint Housing Project with CDC/College
Student Joint Housing Project with CDC/College
Parking Lot
Alex R. Thomas Plaza
Cleveland Lane Senior Housing Project; Purchase in Progress
Cleveland Lane Senior Housing Project
Cleveland Lane Senior Housing Project
Cleveland Lane Senior Housing Project
Cleveland Lane Senior Housing Project; Partial Purchase in Progress
Proposed Costco Property
Proposed Costco Property
Proposed Costco Property
Proposed Costco Property
Proposed Costco Property
Proposed Costco Property
Proposed Costco Property
Proposed Costco Property
Proposed Costco Property
Parcel 1; Partial Portion Proposed for Costco
Parcel 1; vacant
Parcel 1; Partial Portion Proposed for Costco
Vacant; across street from Costco site next to Mendocino Brewery
Vacant; South East of Mendocino Brewery; Partial Wetlands
Vacant; South East of Mendocino Brewery; Partial Wetlands
Vacant; Reserved for Southern Airport Park Blvd. road; near MBC
Vacant; Reserved for Southern Airport Park Blvd. road; near MBC