HomeMy WebLinkAboutVargas, Alfonso AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
BY AND BETWEEN
ALFONSO A. VARGAS AND ALEJANDRA VARGAS,
HUSBAND AND WIFE AS JOINT TENANTS
( "SELLER ")
AND
ARROYO GRANDE REDEVELOPMENT AGENCY
( "BUYER ")
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TABLE OF CONTENTS
Page
1. PURCHASE PRICE 1
1.1 Amount 1
1.2 Payment of Purchase Price 2
2. DUE DILIGENCE 2
2.1 Title 2
2.2 Environmental Condition 3
3. ESCROW. 4
3.1 Opening of Escrow 4
3.2 Escrow Instructions 5
4. CLOSE OF ESCROW 5
4.1 Close of Escrow; Closing Date 5
4.2 Recordation; Release of Funds and Documents 5
5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER. 5
5.1 Buyer's Obligations 5
5.2 Seller's Obligations 6
6. TITLE INSURANCE POLICY. 6
6.1 Title Policy 6
6.2 Payment for Title Policy 7
7. REAL PROPERTY TAXES 7
8. CONDITIONS PRECEDENT TO CLOSING 7
8.1 Conditions Precedent to Buyer's Obligations 7
8.2 Conditions Precedent to Seller's Obligations 7
9. POSSESSION 8
10. ALLOCATION OF COSTS 8
10.1 Buyer's Costs 8
10.2 Seller's Costs 8
11. INDEMNIFICATION 8
12. CONDEMNATION 9
13. MISCELLANEOUS 9
13.1 Assignment 9
13.2 Attorney's Fees 10
13.3 Notices 10
13.4 Fair Meaning 10
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13.5 Headings 10
13.6 Choice of Laws; Litigation Matters 10
13.7 Nonliability of Buyer Officials 10
13:8 Gender; Number 11
13.9 Survival 11
13.10 Time of Essence 11
13.11 Waiver or Modification 11
13.12 Broker's /Consulting Fees 11
13.13 Duplicate Originals 11
13.14 Severability 11
13.15 Exhibits 11
13.16 Covenants of Seller 11
13.17 Corporate Authority 12
13.18 Covenant Against Discrimination 12
13.19 Entire Agreement; Amendment 12
EXHIBITS
Exhibit A Legal Description of the Property
I I
Exhibit B Form of Grant Deed
Exhibit C Form of Affidavit of Non - Foreign Entity
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045120 a: .OWE?
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
This AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
( "Agreement ") is made and entered into as of September 23, 2008 ( "Effective Date ") by and
between ALFONSO A. VARGAS AND ALEJANDRA VARGAS, HUSBAND AND WIFE AS
JOINT TENANTS (the "Seller "), and the ARROYO GRANDE REDEVELOPMENT
AGENCY, a public body, corporate and politic ( "Buyer ").
RECITALS:
A. Seller is the owner of that certain improved real property located 252 South
Court land Street, in the City of Arroyo Grande ( "City "), County of San Luis Obispo, State of
California, more particularly described in the legal description attached hereto and incorporated
herein as Exhibit "A" ( "Property").
B. The Property was developed as part of an affordable housing development
constructed by Jasmine Place, LLC. In connection with Seller's purchase of the Property, Seller
executed a Buyer's Occupancy and Resale Agreement with Option to Purchase dated
February 17, 2005, and recorded on February 25, 2005, as Instrument No. 2005014633, which
imposed certain occupancy and resale restrictions on the Property.
C. Seller now desires to sell the Property to Buyer and Buyer desires to purchase the
Property from Seller, on the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants
herein contained, the parties hereto agree as follows:
1. PURCHASE PRICE.
1.1 Amount. Subject to the terms of this Agreement, Buyer hereby agrees to
purchase the Property from Seller and Seller agrees to sell the Property to Buyer, for a purchase
price (the "Purchase Price ") equal to the amount of the outstanding balance, including interest
and principal, but not including any late fees, owed by Buyer on the first trust deed loan held by
Wells Fargo Bank, N.A. ( "Wells Fargo "), identified as Loan Number 0159217728, and secured
by that certain Deed of Trust recorded on May 3, 2007, as Instrument No. 2007030184, in the
Official Records of the County of San Luis Obispo (the "Wells Fargo Loan"). The Wells Fargo
Loan is approximately Three Hundred Twenty -Seven Thousand Dollars ($327,000). The exact
amount of the Purchase Price will be determined at the "Close of Escrow" (as that term is
defined in Section 4.1 below); provided, however, that in no event shall the Purchase Price
exceed Three Hundred Thirty -Five Thousand Dollars ($335,000).
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1.7 Payment of Purchase Price. The Purchase Price shall be paid in accordance with
the following:
On or before 5:00 p.m. on the business day preceding the "Closing Date" (as that term is
defined in Section 4.1), or such earlier time as required by Escrow Holder in order to close
Escrow on the Closing Date, Buyer shall deposit with Escrow Holder in "Good Funds" (as used
in this Agreement, the term "Good Funds" shall mean a confirmed wire transfer of immediately
available funds, cashier's or certified check drawn on or issued by the office of a financial
institution located in San Luis Obispo County, or cash) the Purchase Price, and such additional
funds as may be required to meet Buyer's portion of the closing costs as hereinafter provided.
2. DUE DILIGENCE. As used herein, the term "Due Diligence Period" shall refer to a
period of time to expire upon the date that is fifteen (15) days after the Effective Date. Buyer's
obligation to consummate the transactions contemplated by this Agreement is subject to and
conditioned upon Buyer's approval, deemed approval or waiver of the right to approve of the
following contingencies set forth in this Section 2 (collectively, the "Contingencies "):
2, I Title. Seller shall deliver to Buyer, within three (3) days after the Effective Date
of this Agreement, a preliminary title report prepared by Cuesta Title (the "Title Company "),
dated nor more than thirty (30) days earlier than the Effective Date describing the state of title of
the Property together with copies of all underlying documents (collectively the "Preliminary
Title Report "). Notwithstanding anything herein to the contrary, Seller shall be obligated to
remove all monetary encumbrances against the Property excluding non - delinquent real property
taxes and assessments. Buyer shall notify Seller in writing of any objections Buyer may have to
title exceptions contained in the Preliminary Title Report no later than the date which is ten (10)
days after Buyer's receipt of the Preliminary Title Report within the time period set forth above
( "Buyer's Objection Notice "). Buyer's approval or disapproval of the matters set forth in the
• Preliminary Title Report may be granted or withheld in Buyer's sole and absolute discretion.
Buyer's failure to provide Seller with a Buyer's Objection Notice within said period shall
constitute Buyer's approval of all exceptions to title shown on the Preliminary Title Report.
Seller shall have a period of three (3) days after receipt of Buyer's Objection Notice in which to
deliver written notice to Buyer ( "Seller's Notice ") of Seller's election to either (i) agree to
•
remove the objectionable items on the Preliminary Title Report prior to the "Close of Escrow"
•
(as that term is defined in Section 4.1), or (ii) decline to remove any such title exceptions and
terminate the Escrow and the obligations of Buyer and Seller to purchase and sell the Property
under this Agreement. Seller's failure to provide Buyer with Seller's Notice within said period
shall constitute Seller's election not to remove the objectionable items on the Preliminary Title
Report. If Seller is deemed to have elected not to remove the objectionable items on the
Preliminary Title Report, or if Seller notifies Buyer of its election to terminate rather than
remove the objectionable items on the Preliminary Title Report, Buyer shall have the right, by
written notice delivered to Seller within two (2) days after (i) Buyer's receipt of Seller's Notice,
or (ii) the date Seller is deemed to have elected not to remove the objectionable items on the
Preliminary Title Report, to agree to accept the Property subject to the objectionable items, in
which event Seller's election, or Seller's deemed election, to terminate shall he of no effect, and
Buyer shall take title at the Close of Escrow subject to such objectionable items without any
adjustment to or credit against the Purchase Price. All exceptions to title shown on the
Preliminary Title Report. other than those which Seller may
agree to remove pursuant to this Section 2.1, shall be deemed to have been approved by Buyer
unless Seller is notified otherwise in writing.
2.2 Environmental Condition. Buyer shall have access to the Property, as described
in this Section 2.2, in order to permit Buyer or its directors, engineers, analysts, officers,
employees, agents, contractors, representatives, attorneys or advisors (collectively, the "Buyer
Representatives ") to investigate the Property.
2.2.1 During the Due Diligence Period, Seller shall permit Buyer and Buyer
Representatives, at the sole cost and expense of Buyer, to conduct physical inspections of the
Property, including the physical structures thereon, soil, subsurface soils, drainage, seismic and
other geological and topographical matters, location of asbestos, toxic substances, hazardous
materials or wastes, if any, and any other investigations as Buyer deems prudent with respect to
the physical condition of the Property in order to determine the Property's suitability for Buyer's
intended purpose. In no event shall Buyer conduct any intrusive testing procedures on the
Property without the prior written consent of Seller, which consent shall not be unreasonably
withheld. Such investigations may be made by Buyer and/or Buyer Representatives during any
normal business hours. Seller shall cooperate to assist Buyer in completing such inspections and
special investigations at no cost or expense to Seller. Such inspections and investigations shall
be conducted only upon no less than twenty -four (24) hours' notice to Seller and shall be
conducted at such times and in such a manner as to minimize any disruption to the Property.
Seller shall have the right, but not the obligation, to accompany Buyer during such investigations
and/or inspections.
2.2.2 As a condition to any such entry, Buyer shall (i) conduct all work or
studies in a diligent, expeditious and safe manner and not allow any dangerous or hazardous
conditions to occur on the Property during or after such investigation; (ii) comply with all
applicable laws and governmental regulations; (iii) keep the Property free and clear of all
materialmen's liens, lis pendens and other liens arising out of the entry and work performed
under this paragraph; (iv) maintain or assure maintenance of workers' compensation insurance
(or state approved self - insurance) on all persons entering the property in the amounts required by
the State of California; (v) provide to Seller prior to initial entry a certificate of insurance
evidencing that Buyer and/or the persons entering the Property have procured and has in effect
an all -risk public liability insurance policy meeting the following requirements: (I) the
insurance shall be written on a per occurrence and not claims -made basis; (2) the amount of
insurance shall be a combined single limit of not less than Two Million Dollars ($2,000,000.00)
with a deductible or self - insured retention amount of not more than One Hundred Thousand
Dollars ($100,000); (3) the policy shall name or be endorsed to Seller and Seller's officers,
employees, agents, and representatives (collectively, "Seller & Seller Personnel ") as additional
insureds; (4) the insurance shall not contain any special limitations on the scope of protection
afforded to Seller & Seller Personnel; (5) the policy shall not be canceled by the insurer or
Buyer unless there is a minimum of thirty (30) days prior written notice to Seller; (6) the insurer
shall waive subrogation rights against the Seller & Seller Personnel; and (7) the insurance shall
be primary insurance and not contributory with any insurance any of Seller & Seller Personnel
may have; and (8) the insurance shall apply separately to each insured against whom a claim is
made or suit is brought, except with respect to the limits of the insurer's liability; and
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(vi) following Buyer's entry, repair any and all damage to the Property caused by such
inspections or investigations in a timely manner.
2.2.3 Buyer shall promptly pay and discharge all demands for payment relating
to Buyer's entry on and investigation of the Property and take all other steps to avoid the
assertion of claims of lien against the Property. In the event a claim of lien is recorded by reason
of Buyer's entry on the Property, Buyer, within twenty (20) days of such recordation, shall either
(i) record or deliver a surety bond sufficient to release such claim or lien in accordance with
applicable law; or (ii) provide Seller with such other assurance as Seller may require for the
payment of the claim or lien. Seller may elect to record and post notices of non - responsibility
from time to time on and about the Property.
2.2.4 Prior to expiration of the Due Diligence Period, Buyer shall notify Seller
in writing (i) of Buyer's election to terminate the Escrow and this Agreement, if Buyer
disapproves of the physical or environmental conditions of the Property and, as a result, does not
wish to proceed with purchasing the Property ( "Buyer's Termination Notice "), or (ii) of any
objections Buyer may have (the "Disapproved Property Matters ") to any physical or
environmental conditions of the Property ( "Buyer's Property Objection Notice"). Buyer's
approval or disapproval of the physical and environmental conditions of the Property may be
granted or withheld in Buyer's sole and absolute discretion. In the event Buyer terminates this
Agreement pursuant to this Section, Buyer and Seller shall be relieved of all further liability
under this Agreement. Buyer's failure to provide Seller with a Buyer's Termination Notice or a
Buyer's Property Objection Notice prior to the expiration of the Due Diligence Period shall
constitute Buyer's approval of the condition of the Property. If Buyer provides to Seller Buyer's
Property Objection Notice, Seller shall have a period of three (3) days after receipt of Buyer's
Property Objection Notice in which to deliver written notice to Buyer ( "Seller's Response ") of
Seller's election to either (i) agree to remove the Disapproved Property Matters prior to the Close
of Escrow, or (ii) decline to remove the Disapproved Property Matters and terminate Escrow and
the obligations of Buyer and Seller to purchase and sell the Property under this Agreement.
Seller's failure to provide Buyer with Seller's Response within said period shall constitute
Seller's election not to remove the Disapproved Property Matters prior to the Close of Escrow.
If Seller is deemed to have elected not to remove the Disapproved Property Matters, or if Seller
notifies Buyer of its election to terminate rather than remove the Disapproved Property Matters,
Buyer shall have the right, by written notice delivered to Seller within two (2) days after (i)
Buyer's receipt of Seller's Response, or (ii) the date Seller is deemed to have elected not to
remove the Disapproved Property Matters, as applicable, to agree to accept the Property subject
to the Disapproved Property Matters, in which event Seller's election, or deemed election, to
terminate shall he of no effect, and Buyer shall take title at the Close of Escrow subject to such
Disapproved Property Matters without any adjustment to or credit against the Purchase Price.
Buyer's inspections and investigations of the Property shall be conducted upon the terms and
conditions set forth in this Agreement.
3. ESCROW.
3.1 Opening of Escrow. Closing of the sale of the Property shall take place through
an escrow ("Escrow ") to be established within three (3) business days after the Effective Date
with Cuesta Title Company. at its office located at 860 Price Street,
Pismo Beach, CA 93449 ( "Escrow Holder "). The opening of the Escrow (the "Opening of
Escrow ") shall be deemed to be the date that a fully executed copy of this Agreement is
delivered to the Escrow Holder. Escrow Holder is instructed to notify Buyer and Seller in
writing of the date of the Opening of Escrow.
3.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute
the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow
Holder so requires, Buyer and Seller agree to execute the form of escrow instructions that
Escrow Holder customarily requires in real property escrows administered by it. In the event of
any conflict or inconsistency between Escrow Holder's standard instructions and the provisions
of this Agreement, the provisions of this Agreement shall supersede and be controlling.
4. CLOSE OF ESCROW.
4.1 Close of Escrow; Closing Date. Provided that all of the conditions of this
Agreement precedent to the "Close of Escrow" (as hereinafter defined) have been satisfied (or
waived by the appropriate party) prior to or on the Closing Date, the Closing of this transaction
for the sale and purchase of the Property shall take place on the date which is two (2) days after
the date on which all of "Buyer's Conditions to Closing" and all of "Seller's Conditions to
Closing" (as those terms are defined in Section 8) have been satisfied (or waived by the
appropriate party); provided, however, in no event shall the Closing occur, if at all, later than
October 10, 2008 ( "Closing Date "). The terms "Close of Escrow" and the "Closing" are used
herein to mean the time Seller's grant deed conveying fee title to the Property to Buyer is
recorded in the Official Records of the Office of the County Recorder of San Luis Obispo
( "Official Records "). If Escrow is not in a condition to close by the Closing Date, either party
not then in default hereunder may, upon three (3) days advance written notice to the other party
and Escrow Holder, elect to terminate this Agreement and the Escrow. No such termination
shall release either party then in default from liability for such default. If neither party so elects
to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as
possible.
4.2 Recordation; Release of Funds and Documents.
4.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official
Records, the following documents in the order listed: (i) the grant deed in the form of the
attached Exhibit "B" transferring title to the Property to Buyer ( "Grant Deed "); and (ii) such
other and further documents as may be directed jointly by Buyer and Seller.
4.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price to
Seller, for payoff of the Wells Fargo Loan, and (ii) conformed copies of all recorded documents
to both Buyer and Seller.
5. DELIVERY OF DOCUMENTS REOUIRED FROM BUYER AND SELLER.
5.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date. Buyer shall deposit or cause to be deposited with
Escrow Holder the following:
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(a) the Purchase Price;
(b) Any prepayment penalty required to be paid in connection with Seller's
payoff of the Wells Fargo Loan (the "Prepayment Penalty "); provided, however, that Seller
agrees to use diligent efforts to obtain a waiver from Wells Fargo of the Prepayment Penalty; and
(c) any and all additional funds, instruments or other documents required
from Buyer (executed and acknowledged where appropriate) as may be reasonably necessary in
order for the Escrow Holder to comply with the terms of this Agreement.
Notwithstanding Buyer's obligations in subparagraph (b) above, in the event the
Prepayment Penalty exceeds Eight Thousand Dollars ($8,000), Buyer shall have the right to
terminate this Agreement and Buyer's and Seller's obligations hereunder by providing written
notice thereof to Seller prior to the Closing Date.
5.2 Seller's Obligations. Seller agrees that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with
Escrow Holder each of the following:
(a) the executed and acknowledged Grant Deed;
(b) a Certificate of Non - Foreign Status (the "Non- Foreign Affidavit ")
executed and acknowledged by Seller in the form attached hereto as Exhibit "C"; and
(c) all other funds, items, and instruments required from Seller (executed and
acknowledged where appropriate) as may be reasonably necessary in order for Escrow Holder to
comply with the provisions of this Agreement.
6. TITLE INSURANCE POLICY.
6.1 Title Policy. At the Closing Date, the Title Company, as insurer, shall issue an
ALTA owner's standard coverage policy of title insurance ( "Title Policy "), in favor of Buyer, as
insured, with liability in the amount of the Purchase Price, subject to the following:
(a) non - delinquent real property taxes and assessments;
(b) title exceptions approved or deemed approved by Buyer pursuant to
Section 2.1 above;
(c) title exceptions, if any, resulting from Buyer's entry onto the Property
pursuant to the provisions of Section 2.2 above;
(d) any other exceptions approved by Buyer; and
(e) the standard printed conditions and exceptions contained in the ALTA
standard coverage owner's policy of title insurance regularly issued by the Title Company.
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6.2 Payment for Title Policy. Buyer shall be responsible for the charges for the Title
Policy.
7. REAL PROPERTY TAXES. Upon Buyer's acquisition of fee title to the Property, the
Property will be exempt from the payment of property taxes and assessments due to Buyer's
status as a public agency. Seller shall be responsible for paying for all property taxes or
assessments assessed against the Property after the Closing for any period prior to the Closing.
8. CONDITIONS PRECEDENT TO CLOSING.
8.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer under this
Agreement to purchase the Property and close the Escrow shall be subject to the satisfaction or
signed written waiver by Buyer of each and all of the following conditions precedent
(collectively "Buyer's Conditions to Closing "):
(a) Buyer shall have approved the condition of the Property, in accordance
with Section 2.2 hereof;
(b) on the Closing Date, the Title Company shall be irrevocably committed to
issue the Title Policy pursuant to Section 6 above insuring fee title to the Property as being
vested in Buyer;
(c) Escrow Holder holds all instruments and funds required for the Closing
and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this
Agreement;
(d) except as otherwise permitted by this Agreement, all representations and
warranties by the Seller in this Agreement shall be true on and as of the Closing Date as though
made at that time and all covenants of Seller pursuant to this Agreement shall have been fulfilled
by the Closing Date;
(e) Seller is not in material default of any term or condition of this
Agreement.
In the event that any of Buyer's Conditions to Closing are not satisfied, deemed satisfied,
or waived in a writing signed by Buyer prior to the expiration of the applicable period for
satisfaction or waiver, Buyer may terminate this Agreement.
8.2 Conditions Precedent to Seller's Obligations. The obligations of Seller under this
Agreement shall be subject to the satisfaction or signed written waiver by Seller of each and all
of the following conditions precedent ( "Seller's Conditions to Closing "):
(a) Escrow Holder holds the Purchase Price and all other instruments and
funds required for the Closing and will deliver to Seller the instruments and funds, including but
not limited to the Purchase Price (less Seller's closing costs) accruing to Seller pursuant to this
Agreement;
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(b) except as otherwise permitted by this Agreement, all representations and
warranties by the Buyer in this Agreement shall be true on and as of the Closing Date as though
made at that time and all covenants of Buyer pursuant to this Agreement shall have been fulfilled
by the Closing Date;
(c) Buyer is not in material default of any term or condition of this
Agreement.
In the event that any of Seller's Conditions to Closing are not satisfied, deemed satisfied,
or waived in a writing signed by Seller prior to the expiration of the applicable period for
satisfaction or waiver, Seller may terminate this Agreement.
9. POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the
Closing Date.
10. ALLOCATION OF COSTS.
10.1 Buyer's Costs. Buyer shall pay the following costs:
(a) One hundred percent (100 %) of Escrow Holder's escrow fee;
(b) Buyer's own attorney's fees incurred in connection with this Agreement
and the transactions contemplated hereby;
(c) All charges for the Title Policy; and
10.2 Seller's Costs. Seller shall pay Seller's own attorney's fees in connection with
this Agreement and the transactions contemplated hereby;
11. INDEMNIFICATION. Seller agrees to indemnify, defend and hold Buyer harmless from
and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine,
penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting
from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or
disposal of any "Hazardous Materials" (as that term is defined below) on, under, in or about, or
the transportation of any such Hazardous Materials to or from, the Property which occurred prior
to the Closing, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule,
regulation, permit, judgment or license relating to the use, generation, release, discharge, storage,
disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Property
which occurred prior to the Closing. This indemnity shall include, without limitation, any
damage, liability, fine, penalty, cost or expense arising from or out of any claim, action, suit or
proceeding for personal injury (including sickness, disease or death), tangible or intangible
property damage, compensation for lost wages, business income, profits or other economic loss,
damage to the natural resource or the environment, nuisance, contamination, leak, spill, release
or other adverse effect on the environment (any of the above, a "Claim") to the extent resulting
from, arising out of, or based upon any matter set forth in subclauses (i) and (ii) hereinabove.
At the request of the Seller, the Buyer shall cooperate with and assist the Seller in its defense of
any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
punitive damage, or expense; provided that the Buyer shall not be obligated to incur any expense
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in connection with such cooperation or assistance. Seller's obligation to indemnify, defend and
hold Buyer harmless under this Section 11 shall not apply to any Claim resulting from, arising
out of or based upon any inspection or investigation of the Property by Buyer Representatives
pursuant to Section 2.2 hereof, and Buyer agrees to indemnify, defend and hold Seller harmless
from any such Claim in the same manner and to the same extent that Seller is required to
indemnify, defend and hold Buyer harmless under the provisions of this Section 11.
For purposes of this Agreement, the term "Hazardous Materials" means any substance,
material, or waste which is, or becomes, regulated by any local governmental authority, the State
of California, or the United States Government, including, but not limited to, any material or
substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or
"restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to
Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous
Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the
California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter- Presley - Tanner
Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous
substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code,
Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv)
defined as a "hazardous substance" under Section 25281 of the California Health and Safety
Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum,
(vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix) listed
under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of
Title 22 of the California Administrative Code, Division 4, Chapter 20, (x) designated as
"hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi)
defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. §6901 et seq.(42 U.S.C. §6903) or (xii) defined as "hazardous
substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §9601 et seq.
12. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental
entity shall commence any proceedings of or leading to eminent domain or similar type
proceedings to take all or any portion of the Property, Buyer or Seller shall promptly meet and
confer in good faith to evaluate the effect of such action on the purposes of this Agreement and
following such meeting either Buyer or Seller may terminate this Agreement.
13. MISCELLANEOUS.
13.1 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.
Neither party to this Agreement may assign this Agreement or any interest or right hereunder or
under the Escrow without the prior written consent and approval of the other party, which
consent and approval may be withheld in the sole and absolute discretion of either party;
provided, however, that Buyer may assign this Agreement to a buyer that qualifies as an
"Eligible Purchaser" pursuant to Section 11B of the Resale Agreement without Seller's consent.
No provision of this Agreement is intended nor shall in any way be construed to benefit any
party not a signatory hereto or to create a third party beneficiary relationship; provided, however,
that notwithstanding the foregoing, the City of Arroyo Grande shall be an express third party
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beneficiary with respect to the indemnities and other matters set forth in this Agreement which
specifically and expressly run to the City's benefit.
13.2 Attorney's Fees. In the event of any action between Buyer and Seller seeking
enforcement of any of the terms and conditions to this Agreement or the Escrow or otherwise in
connection with the Property, the prevailing party in such action shall be awarded, in addition to
damages, injunctive or other relief, its reasonable costs and expenses, including without
limitation its expert witness fees and reasonable attorney's fees.
13.3 Notices. All notices under this Agreement shall be effective upon personal
delivery, delivered by reputable overnight delivery service, such as Federal Express, that
provides a receipt with the time and date of delivery, or three (3) business days after deposit in
the United States mail, registered or certified, postage fully prepaid and addressed to the
respective parties as set forth below or as to such other address as the parties may from time to
time designate in writing:
To Seller: Alfonso and Alejandra Vargas
252 South Court land Street
Arroyo Grande, CA.93421
To Buyer: Arroyo Grande Redevelopment Agency
214 East Branch Street
Arroyo Grande, CA 93420
Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92628 -1950
Attn: John Ramirez, Esq.
13.4 Fair Meaning. This Agreement shall be construed according to its fair meaning
and as if prepared by both parties hereto.
13.5 Headings. The headings at the beginning of each numbered Section of this
Agreement are solely for the convenience of the parties hereto and are not a part of this
Agreement.
13.6 Choice of Laws; Litigation Matters. This Agreement shall be governed by the
internal laws of the State of California and any question arising hereunder shall be construed or
determined according to such law. The Superior Court of the State of California in and for the
County of San Luis Obispo, or such other appropriate court in such county, shall have exclusive
jurisdiction of any litigation between the parties concerning this Agreement. Service of process
on Buyer shall be made in accordance with California law. Service of process on Seller shall be
made in any manner permitted by California law and shall be effective whether served inside or
outside California.
13.7 Nonliability of Buyer Officials. No officer, official, member, employee, agent, or
representatives of Buyer shall be liable for any amounts due hereunder, and no judgment or
1410:4e!0a01
gig 11002.01/1404 -10-
execution thereon entered in any action hereon shall be personally enforced against any such
officer, official, member, employee, agent, or representative.
13.8 Gender; Number. As used in this Agreement, masculine, feminine, and neuter
gender and the singular or plural number shall be deemed to include the others wherever and
whenever the context so dictates.
13.9 Survival. This Agreement and all covenants to be performed after the Closing,
and, except as otherwise set forth herein, all representations and warranties contained herein,
shall survive the Closing Date and shall remain a binding contract between the parties hereto.
13.10 Time of Essence. Time is of the essence of this Agreement and of each and every
term and provision hereof, it being understood that the parties hereto have specifically negotiated
the dates for the completion of each obligation herein.
13.11 Waiver or Modification. A waiver of a provision hereof, or modification of any
provision herein contained, shall be effective only if said waiver or modification is in writing,
and signed by both Buyer and Seller. No waiver of any breach or default by any party hereto
shall be considered to be a waiver of any breach or default unless expressly provided herein or in
the waiver.
13.12 Broker's /Consulting Fees. Seller and Buyer represent and warrant to the other
that neither Buyer nor Seller has employed any real estate broker to represent its interest in this
transaction. Each party agrees to indemnify and hold the other free and harmless from and
against any and all liability, loss, cost, or expense (including court costs and reasonable
attorney's fees) in any manner connected with a claim asserted by any individual or entity for
any broker's commission in connection with the conveyance of the Property arising out of
agreements by the indemnifying party to pay any commission.
13.13 Duplicate Originals. This Agreement may be executed in any number of
duplicate originals, all of which shall be of equal legal force and effect.
13.14 Severability. If any term, covenant or condition of this Agreement or the
application thereof to any person, entity, or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term, covenant, or
condition to persons, entities, or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or condition of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
13.15 Exhibits. The following exhibits are attached hereto and incorporated herein by
this reference:
Exhibit "A" Legal Description of Property
Exhibit "B" Grant Deed
Exhibit "C" Non - Foreign Affidavit
13.16 Covenants of Seller. Seller agrees that during the period between the Effective
Date of this Agreement and the Closing Date:
1111,014e03000I
WtIA 01 402:404 ' I I
(a) Seller shall maintain the Property in not less than the state of r epair as that
existing on the Effective Date (excepting ordinary wear and tear);
(b) Seller shall not convey, grant, lease, rent, license, assign, mortgage,
hypothecate, encumber, or otherwise transfer (on or off record). the Property or any interest
therein;
(c) Seller shall not alter the physical condition of the Property or introduce or
release, or permit the introduction or release, of any Hazardous Material in, from, under, or on
the Property;
(d) Prior to Closing, Seller shall maintain Seller's existing insurance on the
Property.
13.17 Corporate Authority. The person(s) executing this Agreement on behalf of each
of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii)
they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so
executing this Agreement such party is formally bound to the provisions of this Agreement, and
(iv) the entering into this Agreement does not violate any provision of any other agreement to
which such party is bound.
13.18 Covenant Against Discrimination. Seller covenants that in its performance of this
Agreement it shall not discriminate against any person or group of persons on account of any
impermissible classification including but not limited to race, color, creed, gender, religion,
marital status, national origin, or ancestry.
13.19 Entire Agreement; Amendment. Except as set forth above, this Agreement and
the exhibits incorporated herein contain the entire agreement of Buyer and Seller with respect to
the matters contained herein, and no prior agreement or understanding pertaining to any such
matter shall be effective for any purpose. No provisions of this Agreement may be amended or
modified in any manner whatsoever except by an agreement in writing signed by duly authorized
officers or representatives of each of the parties hereto.
13.20 Counterparts. This Assignment may be executed in counterparts, each of which
shall be deemed an original, and both of which together shall constitute one and the same
instrument.
I II
[SIGNATURES ON NEXT PAGE]
112.0246C0-01301
9 11D 02 Ml1R4.fi -12-
IN WITNESS WHEREOF. Buyer and Seller each hereby represents that it has read this
Agreement, understands it, and hereby executes this Agreement to be effective as of the day and
year first written above.
"Seller"
ALFONSO A.VARGAS AND ALEJANDRA
VARGAS, HUSBAND AND WIFE AS JOINT
TENANTS f
Date: 9 - 2 0 , 2008 By� -r• v
Alfonso A. Vargas
Date: /3 2008 By: �/�
Al (1 1 1( ....
' dra Vargas
"Buyer"
ARROYO GRANDE REDEVELOPMENT
AGENCY, a public body, orate and politic
Date: SEPtEA &1L .9.3 , 2008 By: ��_....i
O
Its: C['-`f1tlt
ATTEST: (1411
Agency Sec :.
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By:
Agency Special Counsel
[SIGNATURE PAGE CONTINUES]
11:A246004w1
9 0: •01c4111 -13-
IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this
Agreement, understands it, and hereby executes this Agreement to be effective as of the day and
year first written above.
"Seller"
ALFONSO A.VARGAS AND ALEJANDRA
VARGAS, HUSBAND AND WIFE AS JOINT
TENANTS
Date: , 2008 By:
Alfonso A. Vargas
Date: , 2008 By:
Alejandra Vargas
"Buyer"
ARROYO GRANDE REDEVELOPMENT
AGENCY, a public body, corporate and politic
Date: , 2008 By:
Its:
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By: 4
Agency Special Counsel
(SIGNATURE. PAGE CONTINUES]
I I
.110246 00-0033
.•.1m0c60::.o4 -13-
Cuesta Title agrees to act as Escrow Holder in accordance with the terms of this Agreement.
CUESTA TITLE
Date: / / — / , 2008 Name'
Its: G5Crt5 %es a
[END OF SIGNATURES]
., I, -14-
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
The land situated in the City of Arroyo Grande, in the County of San Luis Obispo, State of
California, described as follows:
LOT 11 OF TRACT NO. 2505, IN THE CITY OF ARROYO GRANDE, COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED AUGUST
18, 2004 IN BOOK 24, PAGES 12, 13, 14, & 15 OF MAPS, IN THE OFFICE OF TEH
COUNTY RECORDER OF SAID COUNTY.
APN NO.: 077 - 121 -006
9 02 WWI VON
EXHIBIT "B"
FORM OF GRANT DEED
[SEE FOLLOWING PAGES]
aaa 1601-003J
05 %120 02 •OCWIMS