Grand Terrace Housing Authority-2018-51 AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
(APNs 1167-231-01 and 1167-311-01)
This AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY ("Agreement")
is made this I day of b9Cjj 6 2018 ("Agreement Date") by and between the GRAND
TERRACE HOUSING AUTHORITY, a public body, corporate and politic ("Seller") and the CITY OF
GRAND TERRACE, a municipal corporation ("Buyer").
RECITALS
A. Seller is the fee owner of that certain real property located at 22317 and 22293 Barton Road,
in the City of Grand Terrace, County of San Bernardino, State of California (APNs: 1167-231-
.01 and 1167-311-01) legally described on Exhibit A attached hereto ("Property").
B. Buyer and Seller agree to enter into this Agreement for. the sale of the Property to Buyer
pursuant to the terms of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties mutually agree as follows:
TERMS AND CONDITIONS
1. Incorporation of Recitals. The foregoing recitals are incorporated herein.
2. Purchase and Sale of Property. Buyer agrees to purchase from Seller, and Seller agrees to
sell to Buyer its right, title and interest in and to the Property pursuant to the terms of this Agreement.
3. Purchase Price. The purchase price for the Property is Six Hundred Fifty Thousand Dollars
and No Cents ($650,000.00) ("Purchase Price"), which represents the fair market value of the
Property. Buyer shall pay Seller the Purchase Price pursuant to Section 4.2(d).
4. No Escrow; Closing; Title Policy; Costs.
4.1 No Escrow. No Escrow is required under this Agreement.
4.2 Closing. The parties shall consummate this transaction within ninety (90) days of the
Agreement Date ("Closing"). Buyer shall have one (1) option to extend the Closing for a period of
sixty (60) days by providing written notice to Seller not less than two (2) business days prior to the
scheduled closing date.
(a) Delivery of Grant Deed. Seller shall execute, acknowledge and deliver to the
Title Company (as defined in Section 6.1) a grant deed in the form of Exhibit B conveying the
Property to Buyer("Grant Deed").
(b) Certificate of Acceptance; PCOR. Buyer shall deliver to the Title Company: (i) a
Certificate of Acceptance to be attached to the Grant Deed prior to recordation; and (ii) a
Preliminary Change of Ownership statement in the form required by San Bernardino County to
be delivered to the County concurrently with the recordation of the Grant Deed.
(c) Recordation. The Title Company shall attach the Certificate of Acceptance to the
Grant Deed and deliver it for recordation in the Official Records of San Bernardino County
when it has confirmed that it will issue the Title Policy (as defined in Section 6.1).
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(d) Payment of Purchase Price. Upon confirmation from the Title Company that the
Grant Deed has been recorded and the Title Company has committed to issue the Title Policy,
Seller shall promptly deliver the Purchase Price to Seller.
(e) Cooperation. Seller agrees to cooperate with Buyer in the event any additional
documents are required to record the Grant Deed and to cause the Title Company to issue the
Title Policy.
4.3 Costs. Seller shall pay the premium for the Title Policy. Buyer shall pay any additional
cost for a title binder.
4.4 No Real Property Tax Proration; No Documentary Transfer Taxes. No proration of
real property taxes shall be made as of Closing as both parties are exempt from real property taxes.
No documentary transfer taxes shall be payable under Revenue and Taxation Code Section 11922.
4.5 Insurance. Until the recordation of the Grant Deed, Seller shall maintain all
appropriate insurance policies on the Property.
4.6 Executive Director/City Manager. The Executive Director of Seller and the City
Manager of Buyer shall have the authority, in their sole discretion, to execute any extensions of
required dates and/or minor modifications of this Agreement which do not materially adversely affect
the parties obligations.
5. Seller's Representations and Warranties. Seller represents and warrants to. Buyer that (i) it
owns the Property free and clear of any and all liens or encumbrances; and (ii) has full authority to
execute the Grant Deed. This section shall survive Closing and recordation of the Grant Deed.
6. Title Insurance.
6.1 Title Policy. Within five (5) days of the Agreement Date, Seller shall cause Fidelity
National Title Insurance Policy with Curt Taplin as title officer ("Title Company") to issue a
preliminary title report for the Property. At Closing, Seller shall cause the Title Company to issued an-
ALTA non-extended coverage owner's title policy to Buyer insuring title to the Property vested in the
Buyer in- the amount of the Purchase Price, subject only to the following ("Approved Title
Exceptions"): (i) the standard exceptions and exclusions from coverage contained in such form of the
policy; and (ii) such exceptions as approved by Buyer in writing ("Title Policy"). Buyer may, at its
option, request a three (3) year title binder be issued at Closing provided that Buyer shall pay the
additional premium for same.
6.2 Additional Documents. Seller shall execute and deliver to the Title Company a
seller's affidavit in the form acceptable to the Title Company. The parties shall also execute any
additional documents required by the Title Company to issue the Title Policy.
7. Miscellaneous.
7.1 No Conflict of Interest. No officer or employee of Buyer or Seller shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly, interested,
in violation of any State statute or regulation. Seller and Buyer each warrant to the other that it has not
paid or given and will not pay or give any third party any money or other consideration for obtaining
this Agreement.
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7.2 Notices. All notices shall be in writing and delivered personally, by overnight air
courier service, by facsimile transmission or email, or by U.S. certified mail, return receipt requested,
postage prepaid, to the parties at their respective addresses set forth below, and the same shall be
effective upon receipt if delivered personally, one (1) business day after depositing with an overnight
air courier, or two (2) business days after depositing in the mail.
Buyer: City of Grand Terrace
22795 Barton Rd.
Grand Terrace, CA 92313
Attention: City Manager
With copy to: Aleshire &Wynder, LLP
18881 Von Karman Avenue, Suite 1700
Irvine, CA 92612
Attention: Adrian Guerra, City Attorney
Seller: Grand Terrace Housing Authority
22795 Barton Rd.
Grand Terrace, CA 92313
Attention: Executive Director
With copy to:
Aleshire &Wynder, LLP
18881 Von Karman Avenue, Suite 1700
Irvine, CA 92612
Attention: Adrian Guerra, Authority Counsel
7.3 No Waiver. No delay 'or omission by either party hereto, in exercising any right or
power accruing upon the compliance or failure of performance by the other party under the provisions
of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A
waiver by either party of a breach of any of the covenants, conditions or agreements hereof to be
performed by the other party shall not be construed as a waiver of any succeeding breach of the
same or other covenants, agreements, restrictions or conditions.
7.4 Interpretation; Governing Law. This Agreement shall be construed according to its
fair meaning and'as if prepared by both parties. 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. Titles
and captions are for convenience only and shall not constitute a portion of this Agreement. As used in
this Agreement, masculine, feminine or neutral gender and the singular or plural number shall each be
deemed to include the others wherever and whenever the'context so dictates.
7.5 Amendment. Any amendment or modification of this Agreement must be in writing
executed by both parties.
7.6 Severability. If any term, provision, condition or covenant of this Agreement or the
application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable,
the remainder of this instrument, or the application of such term, provisions, condition or covenant to
persons or circumstances other than those as to whom or which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
7.7 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 by this Agreement and all prior to contemporaneous
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agreements, understandings, representations and statements, oral or written, are merged herein and
shall be of no further force or effect.
7.8 - Time of Essence. Time is of the essence of this Agreement and of the transfer of title
to the Property.
7.9 Execution in Counterparts. This Agreement may be executed in several
counterparts,- and all so executed shall constitute one agreement binding on both parties,
notwithstanding that both parties are not signatories to the original or the same counterpart.
7.10 Attorneys' Fees. In the event any action or suit is brought by a party hereto against
another party hereunder by reason of any breach of any of the covenants, agreements or provisions
on the part of the other party arising out of this Agreement, then in that event the prevailing party shall
be entitled to have and recover from the other party all costs and expenses of the action or suit,
including actual attorneys' fees, expert witness fees, accounting and engineering fees, and any other
professional.fees resulting therefrom.
7.11 Exhibits. Exhibit A and B attached hereto are incorporated herein by reference.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set
forth above.
SELLER BUYER:
GRAND TERRACE HOUSING AUTHORITY, CITY OF GRAND TERRACE,
a public body, corporate and politic a California municipal corporation
B�4$
By:
hair c cNa , Mayor
EST: nEST-
b&1bra Thomas, Authority Secretary Debra Thomas, City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
ALESHIRE &Wynder, LLP ALESHIRE &Wynder, LLP
By: By:
Adrian R. duerra, Esq. Adrian R. Guerra, Esq.
Authority Counsel City Attorney
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
That certain real property in the City of Grand Terrace, County of San Bernardino, State of California
legally described as follows:
Parcel 1 (APN 1167-231-01-0000):
The East 100 feet of Lot 3,_Section 5, Township 2 South, Range 4 West, San Bernardino
Meridian, in the County of San Bernardino, State of California, according to map of East
Riverside Land-Company, as per plat recorded in book 6 of maps, page 44, records of
said county.
Excepting therefrom that portion conveyed to the City of Grand Terrace by deed recorded
December 11, 1986 as instrument NO. 86-376453, Official Records.
Parcel 2 (APN 1167-311-01-0000):
A portion of Lot 2 of Section 5,Township 2 South, Range 4 West, San Bernardino,Base and
Meridian,according to map of Lands of the east Riverside Land Company, recorded in book 6 of
Maps, page 44, Records of said County, more particularly described as follows:
Beginning at the Northwest corner of said Lot 2;
Thence along the West line of said Lot 2 a distance of 415.27 feet;
Thence east a distance of 150 feet;
Thence North a distance of 415.27 feet to the North,line of said Lot 2;
Thence West a distance of 150 feet along the North line of said Lot 2 to the point of beginning.
Said property is also shown on Licensed Land Surveyor's Plat recorded in book 5, pages 25 to 29,
inclusive,record of Surveys.
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EXHIBIT B
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Grand Terrace
22795 Barton Rd,
Grand Terrace, CA 92313
Attn: City Manager
APN. 1167-231-01 and 1167-311-01 (Space Above This Line for Recorder's Office Use Only)
Exempt from Documentary Transfer Taxes under R&T Code (Exempt from Recording Fee per Gov. Code§6103)
11922
GRANT DEED
FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, GRAND
TERRACE HOUSING AUTHORITY, a public body, corporate and politic ("Grantor") hereby grants to
the CITY OF GRAND TERRACE, a municipal corporation ("Grantee") that certain real property in the
City of Grand Terrace, County of San Bernardino, State of California, as more particularly described in
Exhibit "A" attached hereto and incorporated herein by this reference ("Property").
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on its behalf as
of , 201_.
"GRANTOR"
GRAND TERRACE HOUSING AUTHORITY,
a public body, corporate and politic
By:
Darcy McNaboe, Chair
ATTEST:
Debra Thomas, Authority Secretary
APPROVED AS TO FORM:
ALESHIRE &Wynder, LLP
By:
Adrian R. Guerra, Esq.
Authority Counsel
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CERTIFICATE OF ACCEPTANCE OF GRANT DEED
Pursuant to Government Code Section 27281, this is to certify that the real property conveyed
by GRAND TERRACE HOUSING AUTHORITY pursuant to that certain Grant Deed ("Grant Deed") to
the CITY OF GRAND TERRACE, a municipal corporation ("City"), is hereby accepted by the
undersigned and duly authorized officer and agent of the City who hereby consents to the recording of
the Grant Deed.
Signed and dated in Grand Terrace, California on , 201_.
"City"
CITY OF GRAND TERRACE,
a municipal corporation
By:
G. Harold Duffey, City Manager
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ATTACHMENT "A"
LEGAL DESCRIPTION OF PROPERTY
That certain real property in the City of Grand Terrace, County of San Bernardino, State of California
legally described as follows:
Parcel 1 (APN 1167-231-01-0000):
The East 100 feet of Lot 3, Section 5, Township 2 South; Range 4 West, San Bernardino
Meridian, in the County of San Bernardino, State of California, according to map of East
Riverside Land Company, as per plat recorded in book 6 of maps, page 44, records of
said county.
Excepting therefrom that portion conveyed to the City of Grand Terrace by deed recorded
December 11, 1986 as instrument.NO. 86-376453, Official Records,
Parcel 2 (APN 1167-311-01-0000):
A portion of Lot 2 of Section 5,Township 2 South,Range 4 West, San Bernardino Base and
Meridian,according to map of Lands of the east Riverside Land Company,recorded in gook 6 of
Maps, page 44, Records of said County, more particularly described as follows:
Beginning at the Northwest corner of said Lot 2;
Thence along the West line of said Lot 2 a distance of 415.27 feet;
Thence east a distance of 150 feet;
Thence North a distance of 415.27 feet to the North line of said Lot 2;
Thence West a distance of 150 feet along the North line of said Lot 2 to the point of beginning.
Said property is also shown on Licensed Land Surveyor's Plat recorded in book 5, pages 25 to 29,
inclusive, record of Surveys.
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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.
On 201_ before ,me, a notary public,
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.
Notary Public
SEAL:
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475243.1