2004-16356
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REC¿RDED REQUEST OF .. 14ß78 DOctl~OO4-0016356
First American Title --
SUBDIVISION MAPPING DEPT JAN DB. 2004 3:25 Pt,,~
FREE RECORDI G REQUESTED
PURSUANT TO G V. CODE OFFICIAL ~:ECrn;:DS
SECTION 27383 SAN DIEGO COUNTY RECORDER'S OFFICE
GREGORY J. SMITH, COUNTY Ií£CO~:DER
Recording Request d By: ) FEES: 0.00
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It City Clerk ) II11II11111111111111111111 111111 11111 IIII! !!III 11111 III IIIIIIIIIIIIIII
City of Encinitas )
505 S. Vulcan Aven e ) 2004-0016356
)r.;- v7 Encinitas, CA 9202 )
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NI/, When Recorded M iI To: )
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City Clerk )
-J If' City of Encinitas )
505 S. Vulcan Aven e )
Encinitas, CA 9202 ) SPACE ABOVE FOR RECORDER'S USE
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ALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
This PURCHASE A D SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (" greement") is entered into as of this date January 7, 2004,
("Effective Date"), and between THE CITY OF ENCINIT AS, a California municipal
corporation, as selle ("Seller"), and Taylor Woodrow Homes, Inc., a California
corporation, as buye ("Buyer"), with reference to the following facts:
RECITALS
A. Seller is the wner of the real property described in Exhibit "A" attached hereto
(the "Prope ").
B. Buyer desire to purchase the Property from Seller for the price and under the
terms and eo ditions specified herein,
C. This Agree ent eonstitutes a purchase and sale agreement and joint escrow
instructions t the Escrow Agent identified herein.
RE, for valuable consideration, the receipt and suffieiency of
owl edged, the parties agree as follows:
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ARTICLE I
PURCHASE PRICE
1.1 Purchase Price The total purchase which Buyer agrees to pay and Seller agrees to
accept for the roperty (" Purchase Price") shall be Fifty Thousand dollars
($50,000.00).
1.2 Deductions fr m Seller's Proceeds. The Escrow Agent identified in Article 2
hereof shall de uct from the proceeds payable to Seller at Close of Escrow (as
defined in secti n 2.4) any amount necessary to satisfy:
(a) Any delinq ent taxes, together with penalties and interest thereon, and any
delinquent ssessments or bonds.
(b) Seller's sha e of taxes and assessments owed by the Seller for the
assessment ear in which the escrow closes, if unpaid at Close of Escrow.
(c) Demands 0 mortgagees and trustees in accordance with conditions of notes and
other obliga ions secured by mortgages and deeds of trust.
(d) Demands, i cluding charges and costs, of any other lien holders of record,
including cr ditors with recorded abstracts of judgment.
1.3 Pavment ofPw chase Price. The Purchase Price shall be paid by Buyer delivering
the Purchase P 'ce to Escrow Agent in cash, by wire transfer, no later than the date
scheduled for t e Close of Escrow.
ARTICLE 2
ESCROW
2.1 Escrow Agent. irst American Title Company, Attn: Joarme Reynolds, 411 Ivy
Street, San Die 0, CA 92101 ("Eserow Agent") is designated, authorized and
instructed to ac as Escrow Agent pursuant to the terms of this Agreement.
2.2 Oneninll of Esc ow. The opening of escrow shall be the same day that both parties
have executed t is Agreement or as soon thereafter as possible as the parties may
mutually agree "Opening of Escrow"). Escrow Agent shall acknowledge the date
of Opening of! scrow and its agreement to act as the Escrow Agent hereunder by:
(a) executing th Consent of Escrow Agent ("Consent") attached hereto as Exhibit
"B", and (b) pn mptly delivering a copy of the executed consent to Seller and Buyer.
2.3 Escrow Instruct ons. This Agreement shall constitute initial escrow instruetions to
Escrow Agent. The parties shall execute a copy of Escrow Agent's general
conditions and my additional eserow instruetions reasonably required by Eserow
Agent to consu nmate the transaction provided for herein after Opening of Escrow;
provided, how( er, such additional escrow instructions shall not modify the
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provisions of t is Agreement, unless such instruetions: (a) state the modifications
in full, and (b) are signed by the parties. In the event of any conflict between the
terms of this Þ greement and the terms of Escrow Agent's general conditions, the
terms of this Þ greement shall prevail.
2.4 Close of Escrou. "Close of Escrow" means the date Escrow Agent, pursuant to the
terms, covenant and conditions of this Agreement, records the grant deed ("Grant
Deed") to the Pr perty in favor of Buyer and delivers the Purchase Price (less
applicable charg s and adjustments) to Seller. The form of the Grant Deed which
Seller shall exec te and deliver to Buyer shall be the standard form provided by
Eserow Holder. Close of Escrow shall close on a date speeified by Buyer, which
shall be no later han 60 days following the Opening of Escrow, except that (i) Buyer
shall have five ( ) days advance notice from Escrow Agent before it shall be required
to deposit the Pc rchase Price into Escrow, and (ii) the Close of Escrow may be
extended, at no ost to Buyer, as a result of delays caused by any act or omission of
Seller, or extend d by mutual agreement of the parties in order for either party to
comply with am remaining conditions precedent to close, or as otherwise specifically
provided for in t is Agreement.
2.5 Deliveries to Es row. Each party shall timely deliver to Escrow the funds and
documents and artic es required to complete Close of Escrow under the terms of this
Agreement by the C osing Date. Without limiting the generality of the foregoing, the
parties shall deliver 0 Eserow the following funds and documents:
2.5.1 Seller's Deli eries. Seller shall deliver or cause to be delivered to Escrow Agent:
(a) The I rant Deed conveying the Property to Buyer, duly executed and
ackn wledged by eaeh individual or entity comprising Seller, in
recor able form; and
(b) Any nd all additional documents which may be necessary to transfer title
to thf Property to Buyer as speeified in this Agreement.
2.5.2 Buver's Deli eries. Buyer shall deliver or eause to be delivered to Escrow Agent:
(a) Cas in the amount of the Purchase Priee, plus such additional sums as
are equired of Buyer under this Agreement for prorations, expenses and
adju tments. Such amounts shall be deposited by Buyer with Escrow
Age t by wire transfer.
2.6 Comnletion ofD cuments. Escrow Agent is authorized to complete the documents
deposited by the arties into Escrow, when appropriate and consistent with this
Agreement.
2.7 Prorations Escro w Fees and Costs.
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2.7.1 Prorations. eal estate taxes and assessments, based upon the latest information
available in he office of the taxing and/or assessing authority, shall be prorated in
Escrow, as 0 the date of Close of Escrow, All prorations shall be made on the
basis of a 30 day month and a 365 day year, unless the parties otherwise agree in
writing. All taxes due and payable to the date of Close of Escrow are to be paid
directly to tÌ Office of the San Diego County Tax Collector.
2.7.2 Buvers' Pav ents. Buyer shall pay the following: (I) the San Diego County
Documentar transfer tax, if any, in the amount Escrow Agent determines to be
required by I w; (2) Escrow Agent's escrow fee; (3) the cost ofan AL TA
Standard wit Western Regional Exceptions Title Insuranee Policy ("Title
Policy") as ( escribed in Section 3.2 herein; and (4) other Buyer related charges
and expense ,in accordance with the customary practices of Escrow Agent.
2.7.3 Seller's Pavr ents. Seller shall pay all operating expenses for the Property, if
applicable, p ior to the Close of Escrow, including, but not limited to, insurance,
utilities, inte est on encumbrances, taxes and maintenance costs,
2.7.4 Default. No withstanding the foregoing, in the event of a default by Buyer or
Seller under he terms of this Agreement, all cancellation and other escrow
charges shall be paid by the defaulting party.
2.8 Existing Encum rances, Escrow Agent is authorized to secure beneficiary demands
and requests for econveyance for those monetary liens which are not "Permitted
Exceptions" pur uant to Section 3.2. Seller has the right to approve all demands and
statements descr bed in this Section, but approval shall not be unreasonably withheld
or delayed.
2.9 Distribution ofF I1nds and Doeuments. At Close of Eserow, escrow Agent shall
perform the folic wing:
2.9.1 PavmentofEn umbrances. Pay the amount of those monetary liens which are not
Permitted Excc ptions to the obligees thereof, in accordance with the demands
approved by S ller, utilizing funds to which Seller shall be entitled upon close of
Escrow and fu ds (if any) deposited by Seller.
2.9.2 Recordation of Documents. Submit to the County Recorder of San Diego County
the Grant Deed for the Property and any other document to be recorded under the
terms of this A reement or by general usage, and after recordation, cause the
County Record r to mail the Grant Deed to the Buyer, and any other document
recorded pursu mt hereto, to that person acquiring rights thereunder for whose
benefit said do ument was reeorded,
2.9,3 Non-recorded ocuments. Deliver by United States mail (or hold for personal
pickup, ifrequ sted): (I) the Title Policy to Buyer; and (2) eaeh other non-recorded
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document rece ved hereunder to the payee or person acquiring rights thereunder or
for whose ben fit said document was aequired.
2.9.4 Distribution 0 Funds. Deliver by United States mail (or as otherwise instructed by
the receiving r arty); (1) to Seller, or order, the cash portion of the Purchase Price,
adjusted for d arges, credits and debits provided for herein; and (2) to Buyer, or
order, any exc ss funds delivered to escrow Agent by Buyer.
ARTICLE 3
TITLE MATTERS
3.1 Preliminarv Ti I e Renort.
3.1.1 Deliverv to J uver. Buyer has received a Preliminary Title Report Order No.
DIV-120132 , dated as of November 10,2003 ("PR") issued by First American
Title Compa y ("Title Insurer") reflecting the status of title to the Property.
3.1.2 Annroval of ondition of Title. Buyer hereby approves the condition of title to
the Property, as reflected in the PR, except for matters whieh may later be
reported by I uyer as exceptions to the PR, which exceptions Seller in its
discretion m y remove at or prior to Close of Escrow.
3.1.3 Amendment fPR. If the PR is amended by the Title Insurer after Buyer's
approval oft e condition of title to include any new exception ("New
Exception"), then Buyer may elect, at any time prior to Close of Escrow, to either
(i) waive any objection it may have to such New Exceptions and accept title to the
Property sub ect to sueh New Exceptions; or (ii) terminate this Agreement.
3.2 Title Insurance Escrow Agent shall cause the Title Insurer to have issued, or be
committed to is ue, as of the Closing Date, an ALTA Standard with Western
Regional Excer tions Title Insurance Policy ("Title Policy") insuring Buyer's title to
the property in he amount of the Purchase Price, subject only to the following
permitted exce tions ("Permitted Exceptions"): (a) the matters set forth in the PR
and approved b Buyer pursuant to Section 3,1; (b) any other matters approved in
writing by Buy r; (c) matters excepted or excluded from coverage by the printed
terms of the Tit e Poliey's standard form.
ARTICLE 4
CONDITIONS TO CLOSE OF ESCROW
4.1.1 Conditions t Close of Escrow for Benefit of Buver. Close of Escrow shall be
subject to sat sfaetion or waiver of eaeh of the following conditions precedent for
the benefit 01 Buyer:
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(a) The Title nsurer's written agreement to issue, or issuance of, the Title Poliey
described n Section 3.2, subject only to the Permitted Exceptions.
(b) The conti! ued accuracy of the representations and warranties of Seller set forth
in Article
4.1.2 WaiverofC nditions. Buyer may waive, in writing, any or all of the conditions
specified for i ts benefit in Section 4.1.1 of this Agreement.
4.1.3 Waiver ofM tual Benefit. Any condition which mutually benefits the parties may
only be waiv 'd by mutual express written agreement of the parties.
4.2 Failure ofC nditions. If any of the foregoing conditions is neither satisfied nor
waived by C ose of Escrow, any benefiting party may immediately terminate this
Agreement a d the Escrow by giving written notice of termination to Seller and
Escrow Age t. Such termination shall not limit any other legal rights and
remedies ava lable to the terminating party if the failure of conditions is the result
of the other r arty.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 Seller's Renres ntations and Warranties. Seller agrees, represents and warrants, as
of the date of e ecution of this Agreement, and as of Close of Escrow, that it shall
indemnity, hole harmless and defend Buyer from and against any and all liens,
claims, liabiliti s, losses, damages, costs, expenses, suits, or judgments for labor
performed or m terials furnished to or for Seller, or for injuries to persons or
property damag , arising out of any accident or occurrence conneeted with Seller
prior to closing.
5.2 Authoritv. Sell r has full legal right, power and authority to execute and fully
perform its obli ations under this Agreement, without the need for any further
action; and the ersons executing this Agreement and other documents required
hereunder on b¡ half of Seller are the only persons required to execute such
doeuments to Ie ally effect the transactions contemplated hereby and are fully
authorized to d( so.
5.3 Title Matters. F ollowing the Effective Date ofthis Agreement, Seller shall not
create, or permi the creation of, any exceptions to title to the Property, without
Buyer's prior w itten eonsent, which shall not be unreasonably withheld.
5.4 Claims and Liti ation. To the best of Seller's knowledge, there is no pending
litigation, proce ding or governmental investigation relating to the Property, and
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Seller has no k owledge of any material basis for any such claim, litigation
proceeding or overnmental investigation.
5.5 Governmental e!mlations. Seller has received no notice of violation of any
applicable zoni g regulation or ordinance or other law, order, ordinance, rule,
regulation, cod or requirement affecting or relating to the construction, use, or
occupancy of t e Property (collectively "Governmental Regulations"), nor any
notice of viol at" on of any covenant, eondition or restriction affecting the Property.
To the best of eller's knowledge, Seller and the Property are in material
compliance wi any such Governmental Regulations and related covenants,
conditions and estrictions.
5.6 Condemnation. There is no pending or, to the best of Seller's knowledge,
contemplated c ndemnation of the Property, or any part thereof.
5.7 Improvement ( bli"ations. Seller has made no cornmitment to any governmental or
quasi-governm ntal entity, or to any other person or entity, which relates to the
Property and in poses upon Seller or the suecessors or assigns of Seller, any
obligation to p, y or contribute property or money to construct, install or maintain
any improvemf ts on, off, or related to the Property. No such eommitment shall be
made by Seller ollowing the effective date of this Agreement without Buyer's prior
written consent Additionally, Seller shall not approve or make any improvements
to the Property without the express written consent of Buyer.
5.8 No New Easem nts. Seller warrants that it has not granted any easements on the
Property and sh II not grant or reserve any easements on the Property after the
Effective Date fthis Agreement.
5.9 Material Faets. No representation or warranty made by Seller eontains any untrue
statement of a n aterial fact, or omits a material fact necessary to make such
statements not isleading.
5.10 Survival ofRen esentations. The representations provided by Seller in Article 5
shall be true as )fClose of Escrow, delivery of the Grant Deed to Buyer, and
thereafter.
ARTICLE 6
GENERAL PROVISIONS
6.1 Assignment. Nei her Seller nor Buyer shall have the right to assign their respective
rights or obligati( ns under this Agreement without the express prior written consent
of the other party
6.2 Brokers and Find rs. Each party represents and warrants to the other that: (a) it has
not engaged or d¡ alt with any broker or finder (collectively, "Broker") in connection
with this transact 'on, (b) it has not acted in a way that would entitle any Broker to any
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commission, an (c) it shall defend, indemnify and hold harmless the other party from
all claims, losse , damages, costs and expenses, including reasonable attorneys' fees,
arising from or lated to any assertion by any Broker eontrary to the foregoing
clauses (a) and ( ) where the same is based upon the acts or alleged acts of the
indemnifying pc rty.
6.3 Contingencv. T is Agreement shall bind the Seller only following its approval by the
City Council.
6.4 Entire A¡rreeme t. This Agreement together with all exhibits attached hereto and
other agreement expressly referred to herein, eonstitutes the entire agreement
between the part es with respect to the subject matter contained herein. All prior or
eontemporaneou agreements, understandings, representations, warranties and
statements, oral r written, are suspended.
6.5 Exhibits. All ex ibits referred to herein are attached hereto and incorporated herein
by reference.
6.6 Further Assuran es. The parties agree to perform such further acts and to execute and
deliver sueh add' tional documents and instruments as may be reasonably required in
order to carry ou the provisions of this Agreement and the intentions of the parties.
6.7 Governing Law. This Agreement shall be governed, interpreted, construed and
enforced in acco dance with the laws of the State of California.
6.8 Headings. The c ptions and section headings used in this Agreement are inserted for
convenience of r ferenee and are not intended to define, limit or affect the
construetion or i terpretation of any term or provision hereof.
6.9 Modifieation an Waiver. No modification, waiver, amendment or discharge of this
Agreement shall e valid unless the same is in writing and signed by both parties.
6.10 No Other Induc ment. The making, execution and delivery of this Agreement by
the parties here has not been induced by any representations, statements,
warranties or a§ reements other than those expressed herein.
6.11 Notices. Notict to either party shall be in writing and either personally delivered or
sent by certifiec mail, postage prepaid, return receipt requested, addressed to the
party to be noti ed at the address specified herein. Any such notice shall be deemed
received on the ate of personal delivery to the party (or such party's authorized
representative) r three (3) business days after deposit in the U.S. mail, whichever
oceurs first.
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Seller's Address for Notice:
City Manager
City of Encinitas
505 South Vulcan jJ venue
Encinitas, CA 9202 -3633
Buyer's Address for Notice:
Taylor Woodrow H mes, Inc.
Attn: David Stearn
15 Cushing
Irvine, CA 92618
Either party may chI nge its address for notice by delivering written notice to the other
party as provided in his section.
6.12 Severabilitv. I any term, provision, covenant, or condition of this Agreement is
held to be inval" d, void or otherwise unenforeeable, to any extent, by any eourt of
eompetent juris iction, the remainder of this Agreement shall not be affected
thereby, and ea h term, provision, covenant or eondition of this Agreement shall be
valid and enfor eable to the fullest extent permitted by law.
6.13 Successors. Su ~ect to the limitations on assignment set forth in Seetion 7.1, all
terms of this A reement shall be binding upon, inure to the benefit of, and be
enforceable by he parties hereto and their respeetive heirs, legal representatives,
suceessors, and assigns.
6.14 Time of the Ess nce. Time is of the essence in the performance of each provision of
this Agreement
6.15 Time Period Cc mDutation. All periods of time referred to in this Agreement shall
include all cale dar days, except that if the date or last date to perform any act, or
give any notice r approval, shall fall on a Saturday, Sunday, or state or national
holiday, such a( t, notice or approval may be timely performed or given on the next
succeeding day which is not a Saturday, Sunday or state or national holiday.
6.16 Waiver. The w iver by one party of the performance of any term, provision,
covenant or con ition shall not invalidate this Agreement, nor shall it be not
considered as a Naiver by such party of any other term, provision, covenant or
condition. Dela by any party in pursuing any remedy or in insisting upon full
performance fo any breach or failure of any term, provision, covenant or condition
shall not preven such party from later pursuing remedies or insisting upon full
performanee fo the same or any similar breach or failure.
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6,17 Re resentation b Inde endent Counsel. Each party has had ample opportunity to
consult with in ependent counsel before exeeuting this Agreement and has executed
this Agreemen without fraud, duress or undue influenee of any kind.
6.18 Interpretation. he provisions of this Agreement shall be liberally construed to
effectuate its p rpose. The language of all parts of this Agreement shall be
construed simp y according to its plain meaning, and not for or against any party, as
each party has articipated in the drafting of this document and had the opportunity
to have its inde endent counsel review and comment on the draft.
SELLER: BUYER:
Taylor Woodrow Homes, Inc., a
California earp oration
B~~
Name: Mv..p S7E./1~
Its: Sevl'o".z hfi!..E<!..TöJt:Z.
,
10
. '. 14688
~1: AME R..IO
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STA1E OF CALIFORNIA SÄ~ j)/CG-ü }ss.
COUNTY OF
On I/b/~o) , before me, )0,1\",,; f'.J L k'iNO v()')
personally appeared DAV Ii:) 51 CJ\/¿r-J
, personally krTowfl t9 me.
(or proved to me on th basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the withi instrument and acknowledged to me that he/she/they executed the same
in his/her/their authoriz d 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.
WITNESS my hand a d official seal.
Signature "C,
t JOANNE REYNOLDS f
Ú COMM" #1294612 0
NOTARY PUBlIC"CALIfORNIA VI
VI SAN DIEGO COUNTY ~
()
, My Commlss'on Expires I
FEBRUARY 19,2005
(This area'" oIficiaI.-naJ """1
Title of Document
Date of Document No. of Pages
Other signatures not a knowledged
3008 (1/94) (General)
Fi<S1 American Tille Insmanœ Company
. . 14689
~1' AME /{¡
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, }ss.
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C~(,\)OVòP~ (;ttll-,/~()~
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, personally known to me
to be the personMwhose nameM is/aæ-
subscribed to the withi instrument and acknowledged to me that he/sAefthey executed the same
in his/hE.,fU,e;, authoriz d capaci~, and that by his/I ,E;I/tl ,e;, signature,(aYon the instrument the
person.£8f or the entity upon behalf of which the personþiYåcted, executed the instrument.
Signature
(This area fo< oIficiaI-.;aJ """!
Title of Document \Po Ie
Date of Document
Other signatures not a knowledged
3008 (1/94) «>en.....)
F"st American TItle Insurance Company
.' .. ..
14690
EXHIBIT LIST
A. LE AL DESCRIPTION OF PROPERTY
B. CO -¡SENT OF ESCROW AGENT
II
. . 14691
EXHIBIT 'A'
Date: January 08, 2004 File No.: DIV-1201320 ( JR)
That portion of the South h If of the Southeast Quarter of the Northwest Quarter of Section lS,
Township 13 South, Range West, San Bernardino Meridian, according to United States
Government Survey Approv d on April 19, 1881, being more particularly described as follows:
Commencing at the Easterl Terminus of that course described as North 87 degrees 01'48" West,
150.08 feet (North 87 degr es 02'28" West, 150.03 feet per Deed to the State of California,
recorded on May 17, 1963 iI s file No. 86295 of Official Records); thence along the Northerly line of
that land described in said eed to the State of California, North 87 degrees 01'48" West, 52.24 feet
to the true point of beginni g; thence continuing along said Northerly line of said Deed to the State
of Calofornia, the following (3) Courses:
1. North 87 degrees 01'48" lIVest, 97.84 feet
2. North 72 degrees 12'01" lIVest, 236.21 feet
3. South 76 degrees 21'04" West, 185.08 feet to a point on the Easterly right of way of interstate
Route 5 as depicted on Mise ellaneous Survey No. 611, said point also being the Northerly terminus
of that course described as lIorth 13 degrees 54'16" West, 148.25 feet (North 13 degrees 50'39"
West, 148.14 feet per MisCE lIaneous Survey No. 611); thence along said Easterly right of way of
interstate 5, South 13 degr es 54'16" East, 32.13 feet; thence leaving said Easterly right of way line
of interstate 5 along a line arallel with and 30 feet North Northerly of the Centerline of Requeza
Street, South 88 degrees Sf '21" East, 494.70 feet; thence leaving said parallel line, North 01
degrees 03'39" East, 6.74 f et to the true point of beginning.
A.P.N.
Initials:
Page I of I
. . 14692
, .
EXHIBIT "B"
CONSENT OF ESC OW AGENT:
The undersigned her by acknowledges that it has received a fully executed counterpart of
the foregoing Purch se and Sale Agreement and Joint Escrow Instructions and agrees to
act as Escrow Agent hereunder and to be bound by and to perform the terms hereof as
such terms apply to scrow Agent.
Dated: January 8, 2 04
By:
Its: