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HomeMy WebLinkAboutVigne, Thomas D and Lucinda S; 2009-11-09;AGREEMENT FOR PURCHASE OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR SALE AND PURCHASE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (the "Agreement") is made this <?#- day of 2009, by and between THOMAS D. AND LUCINDA S. VIGNE ("Seller"), and the Carlsbad Redevelopment Agency, a body corporate and politic, ( "Buyer"). RECITALS WHEREAS, Seller is the owner of that certain parcel of real property located in the City of Carlsbad, State of California, at 3045 State Street, consisting of a site that is approximately 16,087 square feet in size and currently improved as a parking lot (the "Property"), more fully described in Exhibit "A" attached hereto and by this reference incorporated herein. WHEREAS, Seller desires to sell and Buyer desires to purchase the Property. NOW, THEREFORE, the parties hereto agree as follows: TERMS AND CONDITIONS 1- SALE. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller agrees to sell and Buyer agrees to purchase from Seller the Property, upon the terms and conditions contained in this Agreement. 2. OPENING OF ESCROW. Within two (2) business days after the execution of this Agreement by both parties, the parties shall open an Escrow ("Escrow") with Chicago Title Company by causing an executed copy of this Agreement to be deposited with Escrow Holder. 3. PURCHASE PRICE. The purchase price for the Property shall be one million one hundred twenty-five thousand dollars ($1,125,000). The "Purchase Price" is payable in cash or its equivalent on or before close of Escrow. Buyer also agrees to reimburse Seller for costs which are related to its recent purchase of subject property which are escrow costs paid by Seller when Seller purchased the property from Baumgartner Trust, Seller's costs for leased fencing, monthly property tax and insurance and interest on Seller's acquisition loan. Each of these costs must be documented to the satisfaction of Buyer prior to reimbursement through escrow. 4. DUE DILIGENCE. A. Due Diligence Period. The "Due Diligence Period" shall be a period of time to expire sixty (60) days following open of escrow in which Buyer shall conduct all investigations, inspections, studies, reports and analyses which Buyer deems necessary or prudent for its determination of whether or not to purchase the Property. The foregoing shall include, without limitation, Buyer's review and evaluation, in Buyer's sole discretion, of the feasibility of the property for Buyer's use, Buyer's space requirements, the physical, geological and environmental condition of the Property, permits, zoning, entitlements, land use issues, ingress and egress, parking, water, sewer, electrical and other utilities, title, tenancies, possessory rights, and financing. B. Right to Enter. Seller grants to Buyer the right to enter upon the Property at reasonable times prior to the close of Escrow for the purpose of making surveys, engineering studies, soil tests and any other tests or studies deemed necessary in connection with Buyer's proposed development of the Property, provided, however, that except for Seller's negligence or willful misconduct, Buyer hereby agrees to indemnify and hold Seller harmless from any liens or claims which may be asserted against the Property or against the Seller as a result of Buyer's or its agents' entry on the Property. This indemnity hereinabove shall survive this Agreement and close of Escrow. C. Disapproval. Buyer may disapprove any matters pertaining to the Property and this transaction in Buyer's sole discretion prior to the expiration of the Due Diligence Period, including, without limitation, the matters enumerated in Section 4 A hereof. Such disapproval shall be effected, if at all, by Buyer's written notice which must be received by Seller and by Escrow Holder prior to 5:00 p.m. on the last day of the Due Diligence Period. Buyer's failure to comply with the foregoing with respect to any matter, item, fact or issue pertaining to the Property shall constitute Buyer's unconditional and irrevocable approval thereof and Buyer's waiver of all objections thereto, and Buyer shall have no further right to terminate this Agreement based on such matters. D. Right to Cure. If the Buyer disapproves any matter arising out of the Buyer's due diligence, the Seller shall have the right to cure the disapproved item if such cure will not delay close of escrow. If the Seller elects not to cure a disapproved item, the Buyer will have the right to either 1) accept title to the Property with the disapproved item; or 2) to terminate the Purchase Agreement and Seller shall pay all escrow costs incurred. Seller's right to cure a disapproved item shall not apply to the curing of hazardous substances. E. Termination. If Buyer timely and properly disapproves any condition, issue or matter related to the Property, which is not timely cured by Seller, then except to the extent of the parties' respective indemnification obligations and representations and warranties contained herein, which shall survive the Closing or any cancellation or termination of this Agreement, neither party shall have any further obligations or liabilities to the other following any such termination of this Agreement. 5. TITLE. Seller shall provide Buyer with a current Preliminary Title Report within two (2) business days of execution of this Agreement. A. Permitted Exceptions. All items referenced in the Preliminary Title Report or in the underlying documents which are not disapproved in writing by Buyer prior to the expiration of the Due Diligence Period shall be deemed to be Permitted Exceptions, subject to Buyer's right to disapprove any newly disclosed title matters. Notwithstanding Buyer's title approval rights as set forth herein, it shall be a condition precedent to Buyer's obligation to close the Escrow hereunder that title to the property shall be free and clear of all monetary liens against the property other than the lien of non-delinquent real property taxes and assessments, and any monetary liens or other matters arising from Buyer or Buyer's agents' entry, inspections, investigations, financing or other activities. B. ALTA Policy. At the close of Escrow, Buyer will obtain an ALTA Owner's policy of title insurance in the amount of the Purchase Price, subject only to preprinted exceptions and to any exceptions approved pursuant to this section. Buyer shall obtain the survey required for issuance of an ALTA extended coverage owner's policy and shall be responsible for the cost of the survey and any premium for the coverage. 6. CONDITIONS OF PURCHASE. The purchase of the Property shall be subject to the following conditions: A. Damage or Destruction. Prior to Closing, risk of loss of the Property by damage or destruction, or condemnation by governmental entity by other than Buyer, shall be borne by Seller. B. Early Possession. Buyer shall be allowed early possession of the Property to commence as soon as the fencing currently surrounding the Property is removed. Once Buyer takes possession of the Property it may be used for public parking and Buyer will accept liability for any claims, losses or damages arising out of that use. In the event that the escrow is cancelled or terminated, the exclusive right to possession of the Property shall revert to the Seller at that time. C. CEQA. City shall have completed any environmental review of the project required by the California Environmental Quality Act. 7. REPRESENTATIONS AND WARRANTIES. A. Title. Seller warrants that title to the Property shall be free and clear of all monetary liens against the Property other than the lien of non-delinquent real property taxes and assessments, and any monetary liens or other matters arising from Buyer or from Buyer's entry, inspections, investigations, financing or other activities. B. Property Purchased "As-ls". Buyer acknowledges that neither Seller nor any of its employees, agents, or representatives has made any representations, warranties or agreements to or with Buyer on behalf of Seller as to any matters concerning the Property, the present use thereof, or the suitability of Buyer's intended use of the Property. C. Leases. Seller warrants that there are no existing leases and/or rental agreements for the property. D. Violations of Law and Agreements. Seller warrants that to its knowledge there are no known violations of law, any order, judgment, injunction, award or decree of a court, arbitrator or governmental or regulatory body, foreign or domestic, against or binding upon Seller or of any agreements, related to the Property. E. Litigation and Claims. Sellers warrant that there is no pending litigation, arbitration or claims by third parties directly relating to the Property. F. Broker Commissions. Seller and Buyer each warrant that there are no real estate agents/brokers involved in this transaction and that no real estate commissions, fees, or other compensation are owing in connection with this Agreement or this transaction. Each party shall indemnify and hold the other party harmless from the same and from any loss, cost, damage, or expense, including without limitation, attorneys' fees and costs of suit, appeal and collection, which such other party may realize, suffer or incur therefrom. 8. DELIVERIES INTO ESCROW. A. Deposits by Seller. On or before the last business day immediately preceding close of Escrow, Seller shall deliver to the Escrow holder the following: (i) Grant Deed. An executed grant deed (the "Grant Deed"), in recordable form, conveying all of Seller 's right, title and interest in the Property to Buyer. (ii) Nonforeign Certification. Certificates required by § 1445 of the internal Revenue Code of. 1986, and the California Revenue and Taxation Code § 18815, executed by Seller and in a form satisfactory to Buyer (the Nonforeign Certification), to relieve Buyer of any potential transferee's withholding liability under such statutes. (iii) Seller's Proof of Power and Authority. Proof of Seller's authority and authorization to enter into and perform under this Agreement, and such proof of power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of Seller to act for and bind Seller as may reasonably be required by Buyer or the Escrow Holder. (iv) Additional Documents. Any additional documents and/or instructions as are necessary to comply with the terms hereof. B. Deposits by Buyer. On or before two (2) business days immediately preceding close of Escrow, Buyer shall deliver to Escrow Holder the following: (i) Purchase Price. The unpaid portion of the Purchase Price and agreed upon additional costs as provided in Paragraph 3 above, if any. (ii) Buyer's Proof of Power and Authority. Proof of Buyer's authority and authorization to enter into and perform under this Agreement, and such proof of power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of Buyer to act for and bind Buyer as may reasonably be required by Seller or the Escrow Holder. (iii) Additional Documents. Any additional documents and/or instructions as are necessary to comply with the terms hereof. C. Escrow Close Date. Escrow shall close no later than seventy-five (75) calendar days following the date escrow is opened for this transaction. Time is of the essence for this Agreement. The escrow date may be extended by mutual agreement of the parties if additional time is required by either Seller or Buyer to complete any actions set forth within this purchase agreement. Any extension of the escrow shall be subject to prior written approval by both the Seller and Buyer. The Seller shall remove the security fencing prior to close of escrow. Possession of the Property shall be delivered to Buyer upon close of Escrow, 9. ESCROW PROVISIONS. A. Escrow instructions. This Agreement, when signed by Buyer and Seller, shall also constitute Escrow instructions to Chicago Title Company. Some of the terms and conditions of this Agreement are additional matters for the information of Escrow Holder but about which Escrow Holder need not be concerned. B. Delivery of Documents/Execution in Counterpart. Escrow Holder shall deliver the Title Policy to the Buyer and instruct the County Recorder of San Diego County to mail the Grant Deed to Buyer at the address set forth herein after recordation. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. C. Payment of Costs. Buyer shall pay all Escrow fees, any documentary transfer taxes, and any premium charges for an ALTA Title Policy and for any charge for drawing and recording the Grant Deed. All other costs of Escrow not otherwise specifically allocated by this Agreement shall be paid by Buyer in a manner consistent with the custom and usage of Escrow Holder in San Diego County, California. D. Amendments to Escrow Instructions. Any Amendment or supplement to these Escrow instructions must be in writing. These Escrow instructions constitute the entire Escrow between the Escrow Holder and the parties hereto. 10. MISCELLANEOUS. A. Assignment. This Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns. Buyer shall not be relieved of its responsibility and liability under this Agreement as a result of any assignment. B. Governing Law. This Agreement shall be governed by the laws of the State of California applicable to contracts made by residents of the State of California and to be performed in California. Venue shall reside in the California State Superior Courts located in Northern San Diego County. C. Notices. Any notice which either party may desire to give to the other party or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address as the parties may hereafter designate: TO SELLER: Thomas and Lucinda Vigne 3087 State Street Carlsbad, Ca. 92008 TO BUYER: Housing and Redevelopment Director City of Carlsbad 2965 Roosevelt Street, Suite B Carlsbad, CA 92008 D. Fair Meaning. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. 6 E. Amendments. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed by of each party hereto. F. Merger of Prior Agreements and Understandings. This agreement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force and effect. G. Warranties to Survive Escrow . The warranties and agreements contained herein shall survive the close of Escrow and shall be binding upon and inure to the benefit of the parties hereto and their representatives, heirs, successors and assigns. H. 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 one and the same instrument. EXHIBIT "A" APN: 203-296-06 The subject property is an approximately 16,087 square foot parcel currently improved with a parking lot and located at 3045 State Street. 09 0 CHA JLK 1ftatzft m 296z*r 3*b 208 282 USE OLD '1<«re tf/A» / T 10 3U 4W MGE$ww >•1,<?tr.tf lln»>t» UlfVCP 11 22 •291-23 rt O ftmw ifi•* *« oe CUT 1/lf IM99 «***"MS 37M *»« lO'fl 13M 1301 NEXT L © S ROOSEVELT " ' (2ND)(292J ROOSEVELT ST f DETAIL A- 1= 2O LOTA MI722 1. 780-1 «-*S I* 790-1 W-*a 3- 780-1M-53 (Ill; 7?7E3WV5 . 1 $• I?' 15 !! «. 1 1 19 bo 2© BLK "ft- 1 1 Us ,1 6 1 23124 JB 1 . | £ IO'9 © 1 1" 8 3 «iii 765 © 1 />,<., (g •* 4T 0 ' S l 130^1 32t 1 1..* J 3 2 I0 i P i i.. ' (7) STATE POR-BLK 5 K ?6 PAR ISA SBE MAP 804-37-flK © _Q (iST)ST (2) 7eo-i«o-» 4.21 AC PARS I1M * IZA Sec MAP BO4-37-BH S F R R R/W) CHRISTIANSEN WAY- 1-frfa) DOOK 203 PACE 20 WASHINGTON -GRAND AVE BLK I elsUg). J^ © i P»4 I 5 I ^®L ST 1 , f-ELM AVE MAP 1722 - SEASIDE LANDS MAP 1710 - CARLSBAD LANDS SUB - POR TCT 106 MAP 775C365,535)-TOWN OF CARLSBAD AMENDEDSEC 6 -TI2S-R4W- POR SWQ ROS 10264,14504 SEC I -TI2S-R5W-POR SEQ IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of Real Property and Escrow Instructions as of the date set forth above. SELLER: Thomas & Lucinda Vigne Name of Seller (sign here) BUYER: CARLSBAD REDEVELOPMENT AGENCY^a Body Corporate and Politic By:_ Executive Director (or designee/title) (print name and title) Date: S K/4/u-e (print name and title) j/ tit ATTEST: Date: L7 i 'LORRAINE M. WOOD City Clerk (Proper notarial acknowledgment of execution by attached.) be Chairman, president or vice-president and secretary, a^isancrary, CFO or assistant treasurer must sign for corporations. Otherwleefr the0corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL, City Attorney BY: JANBMOBALDI .Assistant City Attorney 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of _ On 4 »i*I bate personally appeared **» - Here Ifeert Name and Title of the Officer Name(s) of Signer(s) OFFICIAL SEAL DAREN VASS who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) te/are subscribed to the within instrument and acknowledged to me that he/ste/they executed the same in his/her/their authorized capacity(ies), and that by h^jper/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 hano>rfd official seal. Place Notary Seal Above Signature OPTIONAL - ^ 3l§natureoJJll««tyPublic Though the information below is not required by law, it may prove valuable to pej^paf relying on the document and could prevent fraudulent removal and reattachment of this formto anoHber document. Description of Attached Document Title or Type of Document: /iforUEft*Uft Document Date: T, v— ' Of Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator Q Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:. Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:. RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402• www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On o Date personally appeared before me, Here Insert NarmriindTitle of the Officer Narne(s) ol Signer(s) >•*"•• it SHEIU REMAE COWAN Commtoion * 1848471 Notary PuWte • CaWomla Sin DM90 County MV Comm. who proved to me on the basis of satisfactory evidence to be the person];^ whose name(e£1s2fcH!ei subscribed to the within instrument and acknowledged to me that kqt&\^/1hey executed the sameJn-h»e(ne^theiHauthorized capacity(ies), and that by4n^ngp'tbeH!-signatura(ef on the instrument the person^ or the entity upon behalf of which the person(s>«cted, 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. Place Notary Seal Above WITNESS my hand and official seal. Signature of Notary Public"Signature OPTIONAL - Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date:Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual LJ Corporate Officer — Title(s): O Partner — D Limited D General Lj1 Attorney in Fact LJ Trustee D Guardian or Conservator D Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:. Signer's Name: D Individual U Corporate Officer — Title(s): D Partner — D Limited D General u Attorney in Fact D Trustee D Guardian or Conservator LI Other: Signer Is Representing:, RIGHTTHUMBPRINT OF SIGNER Top of thumb here ^^<^^^^<^<^^<^j<j<^^^<-^^ ©2O07 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827