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HomeMy WebLinkAboutHabitat for Humanity San Bernardino Area, Inc.-2011-16 C7 l�J ,�. 1 I Y/z TN-Blue Inunl.mft ritr Gland Terrace CALIFORNIA June 23, 2011 22795 Barton Road Grand Terrace California 92313 Civic Center Habitat for Humanity San Bernardino Area, Inc. (909)430-2212 P.O. Box 1550 Fax(909)783-7629 Redlands, CA 923.73 The Grand Terrace Community Redevelopment Agency,at their meeting on May 24, 2011, approved a Purchase and Sale Agreement between the Community City Clerk's Redevelopment Agency of the City of Grand Terrace and Habitat for Humanity Department San Bernardino Area, Inc. Enclosed is a fully-executed agreement for your records. Sincerely, Brenda Mesa City Clerk Enclosure PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement"), dated this.24day of May, 2011, is entered into by and between the Community Redevelopment Agency of the City of Grand Terrace, on one hand ("Seller"), and Habitat for Humanity San Bernardino Area, Inc., on the other hand("Buyer"). RECITALS A. Seller is the owner of that certain real property ("Seller's Property") consisting of a single lot of vacant land, commonly known as 12569 Michigan Street, Grand Terrace, California, San Bernardino County Assessor's Parcel No. 1167-271-11. B. Subject to the terms and conditions set forth in this Agreement, Seller desires to sell and Buyer desires to purchase of Seller's Property as described on Exhibit A attached hereto (the"Property")and made a part hereof. C. The Property is subject to a deed restriction and covenant running with the land which limits the use and sale of the two residences to be constructed on the Property; one (1)to a low or very low income qualified buyer and one (1) to a very low income buyer; said covenant for a period of forty-five (45)years from the date of the initial sale of the residence(s). AGREEMENT ARTICLE I I.1 Sale and Purchase. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property from Seller. 1.2 Purchase Price. In consideration of the construction of two (2)low and very low income residences on the Property by Buyer,the total purchase price for the Property shall be one dollar($1.00), (the"Purchase Price"),receipt of which is hereby acknowledged by the Seller. 1.3 Condition of Title. At Closing, Seller shall convey to Buyer good and marketable title in fee simple to the Property subject only to all easements,restrictions, or covenants of record which do not interfere with the use of the Property for the purposes, including,without limitation,current, non-delinquent real property taxes(the"Permitted Exceptions"). ARTICLE II REPRESENTATIONS AND WARRANTIES 11.1 Representations and Warranties of Seller True and Correct. Seller hereby represents and warrants to Buyer that the following facts are true and correct as of the date hereof. (a) Power and Authority. Seller has the legal power,right and authority to enter into this Agreement and the instruments, referenced herein,and to consummate the transactions contemplated hereby. The individuals executing this Agreement and the instruments referenced herein on behalf of the Seller have the legal power,right and actual authority to bind Seller to the terms and conditions hereof and thereof. Furthermore, Seller warrants that it has good and marketable title to the Property. (b) Requisite Action. All requisite action has been taken by Seller in connection with the entering into of this Agreement, the instruments referenced herein,and the consummation of the transactions contemplated hereby. (c) Validity. This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in accordance with their terms subject only to applicable bankruptcy, insolvency, reorganization,moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. Neither the execution and delivery of this Agreement and documents referenced herein, nor the consummation of the transactions contemplated herein, conflict with or result in the material breach of any terms or provisions of any contract, loan,or other agreement or instrument to which Seller is a party or affecting the Property. All consents, approvals and authorizations necessary for the execution of this Agreement and the consummation of the transactions contemplated herein by Seller have been or will be obtained. Seller has not sold, conveyed or entered into any contract for the sale of all or any portion of the Property or any rights incident thereto,nor do there exist any rights of first refusal or options to purchase the Property or any rights incident thereto. (d) Recitals. The information contained in the Recitals is true and correct. (e) Lawsuits and Claims. To Seller's actual knowledge, without any duty of inquiry or investigation,there are no pending actions,lawsuits,claims or judicial,municipal or administrative proceedings affecting all or any portion of the Property or in which Seller is a party by reason of Seller's ownership of the Property. To Seller's knowledge,there are no threatened or contemplated actions, lawsuits, claims or proceedings nor the existence of any facts which might give rise to such actions,lawsuits, claims or proceedings. During the Escrow period, Seller will not commence or defend any action with respect to the Property except upon such terms as are mutually acceptable to Seller and Buyer. (f) Condition of Property. Seller has not received notice of any violation of applicable governmental regulations relating to the Property, any existing or contemplated plan to widen or modify any street or highway contiguous to the Property (other than the Grading and -2- Improvements contemplated by this Agreement)or any other plan, study or effort of any applicable governmental authorities relating to the Property. (g) Taxes and Assessments. Seller has provided to Buyer all relevant information in its possession concerning real property taxes and any special assessments or bonds which may be levied against the Property as a result of any existing public improvements or work,activities or improvements done to the Property by Seller. (h) Hazardous Materials. To Seller's actual knowledge, without any duty of inquiry or investigation,all operations or activities upon, or use or occupancy of the Property by Seller or any current occupant or user thereof are in compliance with all state, federal and local laws and regulations governing or in any way relating to the generation,handling, manufacturing,treatment, storage, use,transportation, spillage, leakage,dumping, discharge or disposal (whether accidental or intentional) of any toxic or hazardous substances,materials or wastes, including, without limitation,any hazardous material (as such terms are commonly defined or employed in accordance with applicable federal, state or local laws,codes, ordinances,rules and regulations). To the Seller's actual knowledge,without any duty of inquiry or investigation,there is not present upon the Property,or on any portion thereof,underground storage tanks,any hazardous material or any structures, fixtures,equipment or other objects or materials containing any hazardous material in violation of any applicable environmental law. (i) Changes. Seller shall promptly notify Buyer of any material, adverse change in any condition with respect to the Property or of any event or circumstance which makes any representation of warranty of Seller under this Agreement untrue or any covenant of Buyer under this Agreement incapable or less likely of being performed, it being understood that Seller's obligation to provide notice to Buyer shall in no way relieve Seller of any liability for a breach by Seller of any of its representations,warranties or covenants under this Agreement. (j) General Representation. No representation,warranty or statement of Seller in this Agreement or in any document, certificate of schedule prepared by Seller and to be furnished to Buyer pursuant to the terms of this Agreement contains any untrue statement of material fact. Except for the representations and warrantees explicitly set forth above, Buyer hereby releases Seller, Seller's affiliates,officers,directors,partners,employees, and agents, and their respective heirs, successors, personal representatives and assigns, from and against any and all claims which Buyer may have and which arise out of or are in any way connected with this Agreement and the Property, including, without limitation,every physical and environmental condition of the Property. BUYER EXPRESSLY WAIVES ITS RIGHTS GRANTED UNDER CALIFORNIA CIVIL CODE SECTION 1542 AND UNDER ANY PROVISION OF LAW THAT PROVIDES A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT BUYER DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS AGREEMENT TO RELEASE SELLER. BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO BUYER MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CLAIMS WHICH ARE PRESENTLY UNKNOWN, -3 - UNANTICIPATED AND UNSUSPECTED,AND BUYER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION, AND THAT BUYER NEVERTHELESS HEREBY INTENDS TO RELEASE,DISCHARGE AND ACQUIT SELLER FROM ANY SUCH UNKNOWN CLAIMS, AND THAT SUCH WAIVERS AND RELEASES FORM A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY BUYER IN EXCHANGE FOR SELLER'S PERFORMANCE UNDER THIS AGREEMENT. BUYER HAS CONSULTED WITH LEGAL COUNSEL CONCERNING THE EFFECTS OF THIS WAIVER AND RELEASE ON BUYER'S RIGHTS AND REMEDIES RELATED TO THE PROPERTY. Initials: Buye C' Seller: If• 2.2 Representations of Buyer. Buyer is validly existing as a California Corporation and has performed all acts and obtained all approvals and consents, in each case as necessary to offer to purchase and to purchase the Property. Buyer has the full authority and power to comply with all of its obligations set forth in this Agreement. 2.3 Agreement to Construct and Sell Residences. Buyer agrees to construct two (2) residences on the Property on or before June 30, 2014 and sell one(1)to a qualified very low income buyer and one(l)to a qualified low or very low income buyer, subject to the a forty-five (45)year affordability covenant. Failure to construct the residences on or before June 30,2014 is a material breach of this Agreement and shall result in a reversion of the Property to the Seller. 2.4 Preference to Grand Terrace Residents. In selecting the buyers of the two (2) residences following completion of construction, Buyer shall give preference to qualified buyers who are residents of the City of Grand Terrace. ARTICLE III COVENANTS OF SELLER AND BUYER III.1 License to Enter. Seller hereby agrees that Buyer and/or its agents, representatives,contractors and subcontractors may, conduct its own reasonable engineering studies,environmental assessment,soil and compaction tests and other tests and studies on the Property provided that(i) such activities do not impair the drainage of the Property; and (ii)Buyer shall be responsible for any damage caused thereby to the Property. Buyer shall be responsible for any liability,cost, claim, damage or injury caused by such entry and shall keep the Property free of any and all liens arising therefrom. Buyer shall indemnify and hold Seller harmless and defend Seller from and against such liability, loss,judgment, cost,claim, damage or injury, including but not limited to attorneys' fees and costs,arising out of or in connection with entry or testing on the Property by Buyer or its agents, representatives, contractors or subcontractors. -4- ARTICLE IV MISCELLANEOUS PROVISIONS IV.1 Incorporation of Exhibits. All exhibits attached hereto and referred to herein are incorporated in this Agreement as though fully set forth herein. IV.2 Attorneys' Fees. In any legal proceeding between Buyer and Seller seeking enforcement of or attempting to construe any of the terms and provisions of this Agreement,or in connection with any of the property described herein, including,without limitation, insolvency, bankruptcy, arbitration,declaratory relief or other litigation,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, service of process, filing fees,court and court reporter costs,investigation costs,expert witness fees and the cost of any bonds, and reasonable attorneys' fee. IV.3 Notices. All notices required or permitted by this Agreement shall be in writing and may be delivered in person(by hand delivery or professional messenger service)to either party or may be sent by registered or certified mail,with postage prepaid,return receipt requested or delivered by Express Mail of the U.S. Postal Service or Federal Express or any other courier service guaranteeing overnight delivery,charges prepaid, addressed as follows: If to Buyer at: Habitat for Humanity San Bernardino Area, Inc. Post Office Box 1550 Redlands,California 92373 If to Seller at: Grand Terrace Community Redevelopment Agency 22795 Barton Road Grand Terrace,CA 92324 With a Copy To: John R. Harper Harper& Burns LLP 453 S. Glassell Street Orange,California 92866 Any such notice sent by registered or certified mail,return receipt requested, shall be deemed to have been duly given and received seventy-two(72)hours after the same is so addressed and mailed in Los Angeles, Orange, San Bernardino or Riverside Counties with postage prepaid. Notices delivered by overnight service shall be deemed to have been given twenty-four(24)hours after delivery of the same,charges prepaid,to the U.S. Postal Service or - 5- private courier. Any notice or other document sent by any other manner shall be effective only upon actual receipt thereof. Any party may change its address for purposes of this Section by giving notice to the other party and to Escrow Holder as herein provided. IV.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. IV.5 Relationship of Parties. The relationship of the parties to this Agreement shall be solely that of Buyer and Seller,and nothing herein contained shall be construed otherwise. IV.6 Governing Law. This Agreement shall be governed by, interpreted under,and construed and enforced in accordance with the internal laws of the State of California. IV.7 Entire Agreement: Amendment. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein and no prior or contemporaneous agreement or understanding, oral or written,pertaining to any such matters shall be effective for any purpose. No provision of this Agreement may be modified, waived, amended or added to except if in writing and signed by the party against which the enforcement of such modification,waiver, amendment or addition is or may be sought. IV.8 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter,singular or plural,as the identity of the parties may require. IV.9 Headings. The headings of this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions of this Agreement. IV.10 Severability. If any paragraph,section, sentence, clause or phrase contained in this Agreement shall become illegal, null or void,against public policy,or otherwise unenforceable, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void,against public policy, or otherwise unenforceable,the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby. IV.1 I Waiver. The waiver of any breach of any provision hereunder by Buyer or Seller shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof. IV.12 Further Assurances. Seller and Buyer each agree to do such further acts and things and to execute and deliver such additional agreements and instruments as the other may reasonably require to consummate,evidence or confirm the sale or any other agreement contained herein in the manner contemplated hereby. I V.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. IV.14 Time of Essence. Time is of the essence in this Agreement as to all dates and time periods set forth herein. -6- IV.15 Recitals. The provisions of the recitals of this Agreement shall constitute operative and enforceable provisions of this Agreement. [Remainder ofpage intentionally left blank—signature page follows] • IN WITNESS WHEREOF,this Agreement has been executed by the parties on the dates set forth under their respective signatures below,notwithstanding that this Agreement is dated for convenience and reference as of the date and year first written above. BUYER: SELLER: HABITAT FOR HUMANITY SAN GRAND TERRACE COMMUNITY BERNARDINO AREA, INC. REDEVELOPMENT AGENCY f -- By: - ---- � hairman : E utive Director Dated: ja12 2011 Dated. ,2011 - 8- Exhibit"A" (Legal Description) COMMENCING AT THE NORTHWEST CORNER OF LOT 36, SECTION 5, TOWNSHIP 2 SOUTH, RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE MAP OF LANDS OF EAST RIVERSIDE LAND COMPANY, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 6 OF MAPS, PAGE 44, RECORDS OF SAID COUNTY; THENCE SOUTH ALONG THE WEST LINE OF SAID LOT, 387.5 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 77.5 FEET; THENCE AT RIGHT ANGLES EAST AND PARALLEL TO THE NORTH LINE OF SAID LOT 36, 280 FEET; THENCE AT A RIGHT ANGLE NORTH AND PARALLEL WITH THE WEST LINE OF SAID LOT 36, 77.5 FEET; THENCE AT RIGHT ANGLE WEST AND PARALLEL TO THE NORTH LINE OF SAID LOT 36, 280 FEET TO THE POINT OF BEGINNING. 7� - c)( 2' ' NOTICE OF A JOINT PUBLIC HEARING TO CONSIDER A PURCHASE AND SALE AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE AND HABITAT FOR HUMANITY SAN BERNARDINO AREA, INC. FOR THE SALE OF 12569 MICHIGAN STREET, GRAND TERRACE, CALIFORNIA Notice is hereby given that the Community Redevelopment Agency of the City of Grand Terrace and the City Council of the City of Grand Terrace, California, will hold a joint public hearing pursuant to the Community Redevelopment Law of the State of California, at 6:00 p.m. on May 24, 2011, in the City Council Chamber, 22795 Barton Road, Grand Terrace, CA, to consider a Purchase and Sale Agreement ("Agreement") between the Community Redevelopment Agency of the City of Grand Terrace and Habitat for Humanity San Bernardino Area, Inc. for affordable housing purposes. The Agreement and a summary which outlines the terms and conditions of the proposed sale, an explanation why implementation of the Agreement will assist in the elimination of blight, the estimated value of the interest to be sold, and any difference from such value, determined at the highest and best use permitted under the Redevelopment Plan, are on file and available for inspection in the Community and Economic Development Department and the Office of the City Clerk at 22795 Barton Road, Grand Terrace, CA 92313, between the hours of 8:30 a.m. and 5:30 p.m., Monday through Thursday. At the public hearing on May 24, 2011, all interested parties, including anyone having any objection to the proposed Agreement, may appear and be heard and may show cause why the proposed Agreement should not be approved. If you wish to challenge the proposed Agreement in court, you may be precluded from doing so unless you object to the approval of the proposed Agreement by objecting orally at the public hearing or by delivering written objections to the City Clerk at, or prior to the public hearing. Further, in any court challenge to the Agreement, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Clerk, at or prior to the public hearing. Persons unable to attend the hearing may forward a written statement of their grounds of opposition to, or support of, the Agreement to the City Clerk, City Hall, 22795 Barton Road, Grand Terrace, CA 92313. For further information, please contact Joyce Powers, Community and Economic Development Director, at (909) 430-2225 or jpowers©cityofgrandterrace.org. DATED: City Clerk of the City of Grand Terrace Publish Dates: May 10 and May 17, 2011 Please send proof of publication to the City Clerk's Office AFFIDAVIT OF POSTING STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO )ss. CITY OF GRAND TERRACE ) I,BRENDA MESA,City Clerk of the City of Grand Terrace,being first duly sworn, depose and say: That I,at all times herein mentioned,was and now am the duly qualified City Clerk of Grand Terrace,State of California;that on the 101h day of May,2011,caused to be posted in three conspicuous places, as required by law, the following: Notice of Joint Public Hearing to Consider a purchase and sale agreement between the Community Redevelopment Agency of the City of Grand Terrace and the Habitat for Humanity San Bernardino Area, Inc. For the sale of 12569 Michigan Street, Grand Terrace, CA to be held on Tuesday, May 24, 2011 at 6:00 p.m. (1) City Hall (2) Grand Terrace Child Care Center (3) Grand Terrace Branch Library BRENDA MESA CITY CLERK Tracey SAN BERNARDINO COUNTY SUN fa'S space w Piing stam°a"r 4030 N GEORGIA BLVD,SAN BERNARDINO,CA 92407 Telephone(909)889-9666 /Fax(909)885-1253 TRACEY MARTINEZ CITY OF GRAND TERRACE/CITY CLERK SBS#:2096846 22795 BARTON ROAD -"�^ -- O LID OP JOINT PUBLIC GRAND TERRACE, CA - 92313 HIAA tN _ ��S�ipppp��ERHRA FUR- EN COMMU hITY P PROOF OF PUBLICATION PO SAN BERNARDINO R THE SALE OF 12569 I MC. OAN STREET,ORABDTER CALF (2015.5 C.C.P.) Notice is hereby given that theCom- CCityhoffy G nd(Terrace aid City State ofor SAN California ) Ole of the City of rand Terrace, County or SAN BERNARDINO )ss Cal mist,will told 1 0 blichear- ingi inerrant to the In Redm velopmem L0w'M the 5 ofCalder- NotmeType. HRGSB-NOTICE OF HEARING-5B Cli,at 4:00 p.m.on May 2222011,in the City Council Chamber, 22795 Barton Road,Grand Terrace,CA,to consider a Ad Description: HABITAT PUBLIC HEARING Purchase and Sale Agreement ii.107a- ment")betweenthe OITinny of rand Terrace a Agency of City of Grand Terrace and Habitat for Humanity San Bernardino Ara, Inc. for affordable housing purposes. Agreement The Aemen and a summary which I am a citizen of the United Slates and a resident of the State of the ia;I am outlines,the Nrms and conditions of over the age M eighteen years,and not a parry to or interested in the above nitres sale, a btplanation wry implementation oft�.�greement will entitled matter.I am the principal clerk of the printer and publisher of the SAN assist In the eiiminalldli of blight,the. BERNARDINO COUNTY SUN,a newspaper published in the English language estimated value of the Interest to be in the city of SAN BERNARDINO,county of SAN BERNARDINO,and adjudged ynlue use perrmitteed att 1 from plNst utat��dhd a newspaper of general circulation as defined by the laws of the State of best tit ion,are underon the the Redevel- California by the Superior Court of the County of SAN BERNARDINO,notice, State of fo rMntPlon,are the and available California,under date 06/20/1952,Case No.73084. That the notice,of which for insrnictioon in the Community and nt the annexed is a printed copy,has been published in each regular and entire and the Office ofttte City Clerk at 22795 issue of said newspaper and not in any supplement thereof on the following Barton Road,Gnond Terrace,CA 72313, dales,to-wit: between the ffigurs of$:30 a.m.and 5:30 p.m., l through Thursday. 2- At the public 94,2011, ellInterested parties,Menially anyone having any objection to the proposed AgreementaleN aOPeer��arrrrrl be heard and proposed Pp and may s o net If you went f0 court, yot promised, 05/10/2011,05/17/2011 �d front reement dairy so un eu may abect to the approval of the proposed Agree- men,'by objecting orally at the public Executed on:05972011 hearing or by delivering wrhtenoblec- AtLosAn ales.California lions to the Clty Cldrr at,or prior to the 9 Public hearing. Further, in any court challenge to the-Agreement, you may I certify (or declare) under penalty of perjury that the foregoing is true and be limited'ta raising.anly May Issues correct. you or someone else raised t Me pub- tic hearing described In tti notice,or in written correspondence Slivered to the City Clerk.at or prior to they lblic hearing. Persons unable to attend thehear- ing may forward a written statement � of their grounds of apposition to, or�;� Signature Illp(III IIIIIIlifiIIIII(III Ill D IIDlIIIIIIIIIIDIIIh1101(III(III • A 0 0 0 0 0 2 1 8 8 4 0 2 * Aereeinant t0'the City R.'7d95.nation Read. CAA 97713. Far further tease v .a d Ef�nJJOoOmE.YY a7 UOtt 44225 or fontlh .ow.• eYIQ'Of4}let*oF jerrace SQ-. 7Fl9 565d195N5R SB5-2096806e