OPTION AGREEMENT
This Option Agreement ("Agreement") is made effective as of the date signed between the parties hereto between Sandra Adams/Weldon Bell ("Optionor") and the City of Marysville ("Optionee").
RECITALS
A. Optionee previously conveyed certain real property to Optionor more particularly described on Exhibit A attached hereto and incorporated herein ("Property").
B. The agreement by which Optionor acquired the Property was a Disposition and Development Agreement dated April 18, 2023 between the parties which, inter alia, required Optionor to develop the Property on certain terms and conditions set forth in the Disposition and Development Agreement (hereinafter the "DDA").
The DDA provides that the City shall have the option to purchase the Property should certain circumstances occur as stated in the DDA.
NOW THEREFORE, for good and valuable consideration and receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
Section 1
Option to Purchase
Optionor grants to Optionee an option to purchase the Property on the terms and conditions stated in this Agreement.
Section 2
Consideration for Option
Concurrently with the execution of this Agreement, Optionee has paid to Optionor as consideration the sum of $100 for the Option. Additionally, Optionee has entered into the DDA with Optionor. The consideration stated herein shall not be applied against the purchase price of the Property if the option granted under this Agreement is exercised.
Section 3
Term
This Agreement shall be effective as of the effective date when signed by the parties hereto and shall continue until the Developer has developed the Property as specified in Section 6 of the DDA.
1 Section 4
Quitclaim Deed
If this Agreement is terminated, Optionee agrees, if requested by Uptionor, to execute, acknowledge, and deliver a quitclaim deed to Optionor within ten (10) days after termination and to execute, acknowledge and deliver any other documents required by any title company to remove the cloud of this option from the Property. This Agreement shall terminate at such time as Optionor has developed the Property pursuant to the DDA or Optionee has reacquired the Property pursuant to the terms contained in this Agreement. Optionee in its sole discretion may terminate this Agreement and record a notice thereof in the Yuba County Records.
Section 5
Notices
All notices, demands, requests, exercises, and other communications under this Agreement by either party shall be in writing and; (a) sent by United States Certified Mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the United States mail, or (b) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit with that courier, or (c) sent by telecopy or similar means if a copy of the notice is also sent by United States Certified Mail; in which case notice shall be deemed delivered on transmittal by telecopier or other similar means, provided that a transmission report is generated that reflects the accurate transmission of the notices, as follows:
Optionee: Jim Schaad, City Manager
City of Marysville
526 C Street, P.O. Box 150
Marysville, California 95901
(530) 749-3901
Email: [email protected]
With a copy to: Rich, Fuidge, Bordsen & Galyean, Inc.
Attn: Brant J. Bordsen, City Attorney
1129 D Street
Marysville, California 95901
(530) 742-7371
Optionor:
yuba Coly s
Email@[email protected]
These addresses may be changed by written notice to the other party, provided that no notice of a change of address shall be effective until actual receipt of that notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.
Section 6
Memorandum of Option
Immediately following the execution of this Agreement by Optionor, a Memorandum of this Option Agreement shall be recorded in the official records of Yuba County, California.
Section 7
Survival
The terms of this Agreement shall survive the close of escrow of the transfer of the Property to Optinor pursuant to the DDA.
Section 8
Successors
This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assignees of the parties to this Agreement.
Section 9
Waivers
No waiver of any breach of any covenant or provision in this Agreement shall be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party.
Section 10
Further Assurances
Whenever requested by the other party, each party shall execute, acknowledge, and deliver all further conveyances, agreements, confirmations, satisfactions, releases, powers of attorney. instruments of further assurance, approvals, consents and all further instruments and documents as may be necessary, expedient, or proper to complete any conveyances, transfer, sales, and agreements covered by this Agreement, and to do all other acts and to execute, acknowledge, and deliver all requested documents to carry out the intent and purpose of this Agreement. 3 Section11
Third-Party Rights
Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties to this Agreement and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
Section 12
Exercise of Option
In the event Optionor has not developed the Property pursuant to the DDA in a timely fashion (time being of the essence) Optionee, may exercise this option by written notice to Optionor and tender to Optionor of the amount of $23,000, and Optionor, concomitantly with such ender shall deliver a grant deed to the Property to Optionee. The actual payment and exchange of he grant deed shall occur concomitantly at Optionee's office at 526 C Street. Marysville California 95901.
Section 13
Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
Section 14
Amendment
This Agreement may not be amended or altered except by a written instrument executed by Optionor and Optionee.
Section 15
Partial Invalidity
Any provision of this Agreement that is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforceability of this Agreement shall be of no effect, but all the remaining provisions of this Agreement shall remain in full force.
Section 16
Governing Law
The validity, meaning, and effect of this Agreement shall be determined in accordance with California laws.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below.
sandra lidams
Date:
Weldon Bell
Date: CITY OF MARYSVILLE, Optionee
By:
Chris Branscum, its Mayor
Attest:
City Clerk