HomeMy WebLinkAboutNorgard Properties 2019-03-20COU No. �� iZ 1 `'PI
AGREEMENT FOR PURCHASE OF REAL PROPERTY
(INCLUDING ESCROW INSTRUCTIONS)
THIS AGREEMENT FOR PURCHASE OF REAL PROPERTY ("Agreement") is entered
into as of 4rciit WD , 2019, by and between Norgard Properties, Inc. (hereinafter
called "Seller"), and the City of Ukiah (hereinafter collectively called "Buyer") for purchase by
Buyer of certain real property as hereinafter set forth.
IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell to Buyer, and Buyer
agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement,
the Property, shown as Parcel 2 on Exhibit A, attached hereto.
2. CONSIDERATION.
A. Purchase Price. The purchase price ("Purchase Price") for the entire Property,
payable in cash, shall be the sum of $35,000.
3. CONVEYANCE OF TITLE. Seller agrees to convey by Grant Deed to Buyer marketable
fee simple title to the Property free and clear of all recorded and unrecorded liens, encumbrances,
covenants, assessments, easements, leases, and taxes EXCEPT:
A. Current City and County assessments, taxes and tax liens, not yet payable, if any;
or as may be otherwise approved by the Buyer in writing.
B. Quasi -public utility, public alley, public street easements, and rights of way of
record.
4. ESCROW; CLOSING. Buyer agrees to open an escrow in accordance with this Agreement
at Redwood Empire Title Company ("Escrow Agent"). This Agreement constitutes the joint
escrow instructions of Buyer and Seller, and Escrow Agent is hereby empowered to act under this
Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest
reasonable time.
Immediately upon opening of escrow, the Escrow Agent shall begin search of title, prepare
a preliminary title report ("Preliminary Title Report") on the Property and transmit copies of said
Report, together with a copy of all underlying documents referred to therein, to Buyer and Seller.
Buyer shall notify the Escrow Agent in writing within ten (10) days of receipt whether the
exceptions to title as shown on said Preliminary Title Report are acceptable or unacceptable to
Buyer in conformance with the condition of title required by this Agreement. In the event that
Buyer disapproves any of said exceptions, Buyer shall notify Seller of any exceptions that Buyer
disapproves. If Seller elects not to cure any such objections, and such objections are not waived
by Buyer, then this Agreement may be terminated pursuant to the provisions of Section 10 hereof.
Prior to the close of escrow, Buyer shall deposit the Purchase Price for the Property in
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escrow with the Escrow Agent. Buyer shall also pay in escrow all fees, charges and costs
connected with the escrow.
Prior to close of escrow, Buyer and Seller shall properly execute, acknowledge and deposit
with Escrow Agent the grant deeds ("Grant Deeds"), in substantially the form attached hereto as
Exhibit B and incorporated herein by reference, conveying to Buyer fee simple title to the Property
to be transferred in accordance with the requirements of this Agreement. Per Section 5, above, the
deeds attached as Exhibit B do not include legal descriptions.
Close of escrow is conditioned upon, and escrow shall close upon the occurrence of all of
the following:
A. Approval by Buyer of the condition of title to the Property;
B. Completion by Buyer of any tests or studies provided for in Section 9, and approval
by Buyer of the soils and other conditions of the Property;
C. Delivery to the Escrow Agent of the fully executed Grant Deeds to the Property by
the Buyer and Seller;
D. Deposit of the Purchase Price and all other required sums by Buyer with the Escrow
Agent; and
E. The Title Company shall be unconditionally committed to issue the Title Policy to
Buyer upon the Closing in the form and with such exceptions and endorsements as
have been approved, or are deemed approved, by Buyer as provided in Section 7,
below.
Upon satisfaction of conditions A-E, escrow shall close no later than ten (10) days from Buyer's
satisfaction of said conditions, unless extended by mutual agreement of the parties.
Upon the close of escrow, the Escrow Agent shall file the Grant Deeds for recordation
among the land records in the Office of the County Recorder for Mendocino County, shall deliver
the Purchase Price to Seller and shall deliver to Buyer a title insurance policy in conformity with
Section 7 of this Agreement.
All funds received in this escrow shall be deposited with other escrow funds in a general
escrow account(s) and may be transferred to any other such escrow trust account in any State or
National Bank doing business in the State of California. All disbursements shall be made by check
from such account.
The Escrow Agent is authorized to pay and charge Buyer and Seller for any fees, charges
and costs payable under this Agreement. Specifically, the Escrow Agent is authorized to
A. Pay and charge Seller for any unpaid delinquent taxes and/or penalties and interest
thereon, and for any delinquent assessments or bonds against the Property;
B. Pay and charge Seller for any amount necessary to place title in the condition
necessary to satisfy Section 4 of this Agreement;
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C. Pay and charge Buyer for all usual escrow fees, charges, and other closing costs
associated with this transaction, except for those costs to be paid specifically by
Seller as set forth herein;
D. Any ad valorem taxes and assessments applicable to the Property shall be prorated
as of the date of closing, on the basis of 30 -day months. Ad valorem taxes and
assessments on the Property, and taxes upon this Agreement or any rights
hereunder, levied, assessed or imposed for any period commencing prior to
conveyance of title shall be borne by Seller. All such ad valorem taxes and
assessments levied or imposed for any period commencing after closing of the
escrow shall be paid by the Buyer; and
E. Disburse funds and deliver the Grant Deed when conditions of this escrow have
been fulfilled by Buyer and Seller.
The term "close of escrow" or "closing," if and where written in these instructions, shall
mean the date necessary instruments of conveyance are recorded in the office of the County
Recorder. Recordation of instruments delivered through this escrow is authorized if necessary or
proper in the issuance of said policy of title insurance.
All time limits within which any matter herein specified is to be performed may be
extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any
instructions must be in writing.
THE PARTIES UNDERSTAND THAT TIME IS OF THE ESSENCE IN THESE
INSTRUCTIONS AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE FOLLOWING
ACCEPTANCE OF CONDITION OF TITLE AND CONDITION OF THE PROPERTY BY
BUYER, AND APPROVAL OF THE BOUNDARY LINE ADJUSTMENT. If (except for deposit
of money by Buyer, which shall be made by Buyer upon demand of Escrow Agent before close of
escrow) this escrow is not in condition to close by the date set forth above, any party who then
shall have fully complied with these instructions may, in writing, demand the return of its money
or property; but if none have complied no demand for return thereof shall be recognized until ten
(10) days after Escrow Agent shall have mailed copies of such demand to all other parties at the
respective addresses shown in these escrow instructions, and if any objections are raised within
said ten (10) day period, Escrow Agent is authorized to hold all papers and documents until
instructed by a court of competent jurisdiction or mutual instructions. If no demands are made,
proceed with closing of this escrow as soon as possible.
7. TITLE INSURANCE POLICY. Escrow Agent shall, following recording of the Grant
Deeds, for Lot H„ provide Buyer with a CLTA Standard Coverage Policy of Title Insurance ("Title
Policy") in the total amount of the Purchase Price for the Property, issued by Redwood Empire
Title Company showing the title to the Property vested in Buyer, subject only to the exceptions set
forth in Section 4 and the printed exceptions and stipulations in said policy. Buyer shall pay the
entire premium charged for such title policy.
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8. PERMISSION TO ENTER ON PROPERTY. Seller hereby grants to Buyer, or its
authorized officials, agents, employees, contractors and contractors' employees, permission to
enter upon the Property at all reasonable times prior to close of escrow for the purpose of making
necessary or appropriate inspections, obtaining data and making surveys and tests. All such work
performed on the Property by Buyer shall be at the sole expense of Buyer. Buyer shall hold Seller
harmless for any injury or damages arising out of any activity pursuant to this Section 8.
9. RIGHT OF TERMINATION BY BUYER PRIOR TO CONVEYANCE. In the event that
Seller does not tender conveyance of title to the Property in the manner, condition and time
provided in this Agreement, or Seller is in default under any other provision of this Agreement, or
Buyer determines that the condition of the Property is not suitable, and any such failure, default or
condition is not cured within thirty (30) days after written demand by Buyer, then this Agreement
may, at the option of Buyer, be terminated by written notice thereof to Seller.
10. RIGHT OF TERMINATION BY SELLER PRIOR TO CONVEYANCE. In the event that
Buyer does not pay the Purchase Price and take title to the Property under tender of conveyance
by Seller within the time provided in this Agreement, and any such failure is not cured within thirty
(30) days after written demand by Seller, then this Agreement may, at the option of Seller, be
terminated by written notice thereof to Buyer.
11. LOSS OR DAMAGE TO IMPROVEMENTS. Loss or damage to the real property or any
improvements thereon, by fire or other casualty, occurring prior to the recordation of the Grant
Deed shall be at the risk of Seller. In the event that loss or damage to the real property or any
improvements thereon, by fire or other casualty, occurs prior to the recordation of the Grant Deed,
Buyer may elect to require that the Seller pay to Buyer the proceeds of any insurance which may
become payable to Seller by reason thereof, or to reduce the total Purchase Price by an amount
equal to the diminution in value of said property by reason of such loss or damage or the amount
of insurance payable to Seller, whichever is greater.
12. POSSESSION OF REAL PROPERTY. The Property shall be conveyed to Buyer upon
the close of escrow free and clear of any possession or right of possession by Seller or any other
person.
13. WARRANTIES, REPRESENTATIONS, AND COVENANTS OF SELLER. Seller hereby
warrants, represents, and/or covenants to Buyer that:
A. Seller is not a "foreign person" within the meaning of such term under Section 1445
of the United States Internal Revenue Code, as amended from time to time, and
shall sign and deliver into escrow a certificate in substantially the form set forth in
Exhibit C certifying as such, and sufficient to exempt the Buyer from the obligation
to withhold any funds from Seller pursuant to Section 1445 of the United States
Internal Revenue Code, as amended from time to time.
B. The execution and delivery by Seller of, and Seller's performance under, this
Agreement are within Seller's powers and have been duly authorized by all requisite
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actions, and there are no other parties with any interest in the Property (marital,
homestead or otherwise), and no other signatures are required to make this
Agreement fully enforceable by Buyer.
C. Seller has not entered into and is not aware of any unrecorded leases or other
encumbrances pertaining to the Property, and no party has been or will be granted
any license, lease or other right related to the use or possession of the Property.
D. Seller has not granted and will not grant to any party, other than Buyer, any option,
contract or other agreement with respect to a purchase or sale of the Property, or
any portion thereof or any interest therein.
E. Until the closing, Seller shall not create or permit any additional lien, encumbrance
or easement to be placed on the Property or do or perform any act which would
impair or further encumber Seller's title to any of the Property.
F. Until the closing, Seller shall, upon learning of any fact or condition which would
cause any of the warranties and representations in this Section not to be true as of
the closing, immediately give written notice of such fact or condition to Buyer.
G. Seller shall, at its sole cost and expense, take or cause to be taken all actions to do
or cause to be done, and to assist and cooperate in doing, all things necessary, proper
or advisable to deliver the Property to Buyer within the time, and in the condition,
required by this Agreement.
14. NOTICES AND COMMUNICATIONS BETWEEN THE PARTIES. Formal notices,
demands and communications between the Buyer and Seller shall be sufficiently given if
dispatched by personal delivery, overnight delivery service, or by registered or certified mail,
postage prepaid, return receipt requested, to the addresses listed below next to their respective
signatures to this Agreement. Written notices, demands and communications may be sent in the
same manner to such other addresses as either party may from time -to -time designate.
15. CONFLICTS OF INTEREST. No member, official or employee of Seller shall have any
personal interest, direct or indirect, in this Agreement, nor shall any such member, official or
employee participate in any decision relating to this Agreement which affects his personal interest
or the interests of any corporation, partnership or association in which he is directly or indirectly
interested. Buyer warrants that it has not paid or given, and will not pay or give, any third person
any money or other consideration for obtaining this Agreement.
16. BINDING ON SUCCESSORS. The terms, conditions, covenants and agreements set forth
herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the
parties hereto.
17. BROKER'S COMMISSIONS. Buyer and Seller represent and warrant to each other that
no broker's commission or finder's fee is payable with regard to this transaction. In the event that
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any broker, agent, or finder perfects a claim for a commission or a finder's fee based upon any
contract, dealings, or communication with either party hereto, the party through which the broker
or fmder makes its claim shall be responsible for said commission or fee, and shall indemnify and
hold harmless as to all claims, liabilities, costs, and expenses (including, without limitation,
attorneys' fees and court costs) suffered or incurred by the other party in defending against same.
This indemnity shall survive the close of escrow and recordation of the Grant Deed.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and
agreement of the parties relating to acquisition of the Property. It integrates all the terms and
conditions mentioned herein or incidental thereto and supersedes all negotiations or previous
agreements between the parties with respect to all or any part of the subject matter hereof.
19. TIME FOR ACCEPTANCE BY BUYER. This Agreement, when executed by Seller and
delivered to Buyer, must be authorized, executed and delivered by Buyer within thirty (30) days,
or this Agreement shall be void, except to the extent that Seller shall consent in writing to further
extensions of time for the authorization, execution and delivery of this Agreement. The effective
date of this Agreement shall be the date when this Agreement has been signed by Buyer.
20. CONTINGENCY. It is understood and agreed between the parties hereto that the
completion of this transaction, and the close of escrow created hereby, is contingent upon approval
by the Oversight Board, completion of all testing and studies determined by Buyer to be desirable,
acceptance of the condition of the Property by Buyer, and completion of all other conditions
precedent to close of escrow set forth in this Agreement.
21. INTERPRETATION. Each party has had full opportunity to receive independent legal
advice from its attorneys with respect to the advisability of executing this Agreement and the
meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their
fair meaning, and not for or against any party based upon any attribution to such party as the source
of the language in question. Headings used in this Agreement are for convenience of reference
only and shall not be used in construing this Agreement.
22. COUNTERPARTS. This Agreement may be executed in counterparts, each of which so
executed shall, irrespective of the date of its execution and delivery, be deemed an original, and
all such counterparts together shall constitute one and the same instrument.
This Agreement contains the entire agreement between both parties, neither party relies upon any
warranty or representation not contained in this Agreement.
In witness whereof, the parties hereto have executed this Agreement as of the day and year first
set forth hereinabove.
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MAILING ADDRESS OF BUYER
300 Seminary Road, Ukiah Ca 95482
DATE: '/ i! /
BUYER:
CITY OF UKIAH
By:
Name:r =' sk v&tAC 0144.4
Its: are KAWA-1.
MAILING ADDRESS OF SELLER SELLER:
2301 Boonville Road, Ukiah, CA 95482 Norgard Properties, Inc.
DATE: p27o7,6/67(
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By:
Name:
Its:
EXHIBIT A
MAP OF THE PROPERTY
99999.91556\29800634.1
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OWNER:
NORGARD PROPERTIES INC.
LOCATION'
341 NORGARD LANE
UKIAH, CALIFORNIA
® AND AIMOCIATI O INN%
MOM . OI S • INCD wva2S
100 sll¢r � (303) 02-aas unvt CA 09102
DRAWING:
PRELIMINARY PLAT SURVEY MAP
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PROJECT. CONVEYANCE OF PROPERTIES BETWEEN CITY
OF UKIAN AND NORGARD PROPERi1ES INC.
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SHEETS
EXHIBIT B
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
MAIL TAX STATEMENTS TO:
Same as above
APN:
Grant Deed
SPACE ABOVE THIS LINE FOR RECORDERS USE
The undersigned Grantor(s) declare(s):
Documentary transfer tax is $
O Computed on full value of property conveyed, or
O Computed on full value less value of liens and encumbrances remaining at time of
sale.
❑ Unincorporated area ® City of Ukiah; and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged,
*
hereby GRANT(S) to
CITY OF UKIAH, a general law municipal corporation
the real property located in the County of Mendocino, State of California, described in
EXHIBIT A, attached hereto.
*
By:
Name:
Its:
99999.91556\29800634.1
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of
On
)
, Notary
before me, Public
(insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
99999.91556\29800634.1
EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION OF THE PROPERTY
[To Be Inserted.]
99999.91556\29800634.1