Item No. 4.
STAFF REPORT
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Dr. Sean M. Moore, City Manager
PREPARED Fermin Preciado, Director of Public Works/City Engineer BY: Landon Kern, Assistant City Engineer
Crystal Campbell, Associate Engineer
SUBJECT: Purchase and Sale Agreement with GLM Enterprises Inc. for a Portion of the Property Identified as APN 0319-012-09
RECOMMENDATION:
That the City Council:
1. Accept a Purchase and Sale Agreement with GLM Enterprises Inc. for the purchase of a portion of the property identified as APN 0319-012-09 in the amount of $21,350; and
2. Approve an expenditure up to the amount of $3,500 for closing and escrow costs associated with the Purchase and Sale Agreement; and
3. Authorize the City Manager, or his designee to execute the necessary documents to complete the purchase and property acquisition process; or
4. Provide further direction to staff.
BACKGROUNDIDISCUSSION:
12475 5th Street (APN 0319-012-46) is a City -owned surplus property located on the east side of 5th Street just north of the Avenue E Intersection. The entire property was acquired during the right-of-way acquisition phase of the Intersections at Avenue E Project in anticipation of the planned dual lane roundabout construction at the intersection of Avenue E and 5th Street. The planned roundabout improvements will restrict vehicular access to the existing driveway and attached garage at this property and staff has researched the City's various options to create an alternative means of vehicular access to the property in order to be able to sell the property with vehicular access from 5th Street.
A portion of the Green Valley Mobile Home Park at 12414 4th Street (APN 0319-012-09) is vacant and located adjacent and directly north of the City -owned property at 12475 5th Street. After the City purchased the property, staff met with GLM Enterprises, Inc., who are the owners of the Green Valley Mobile Home Park. Staff proposed to purchase an access easement over that vacant portion of the Mobile Home Park property located just north of the City -owned property. In June of 2025, GLM Enterprises, Inc. alternatively proposed that the City purchase the subject area in fee rather than pursue an access easement. Staff then began negotiating with GLM Enterprises, Inc. to purchase the subject area which has resulted in the proposed Purchase and Sale Agreement.
If approved, the purchase of the subject area will allow staff to process a lot merger to merge that area as part of the City owned property. Merging these two properties into one parcel ensures the required vehicular access to the existing house/garage at 12475 5th Street.
FISCAL IMPACT:
The recommendations do not result in a fiscal impact. Funding for the right-of-way acquisition is included in the FY2026/2027 Adopted Capital Improvement Improvement Program Budget for the Intersections at Avenue E Project.
Attachments
Attachment 1 - Purchase and Sale Agreement
Attachment 2 - Aerial Exhibit
PURCHASE AND SALE AGREEMENTAND JOINT ESCROW. INSTRUCTIONS This Purchase and Sale Agreement and Joint Escrow instructions ("Agreement") is entered into as of Au5►Uk3 , 2026 ("effective date") by and between the following "Party", GLM Enterprises, Inc., a California corporation (referred to below as "Seller") and the City of Yucaipa, a municipal corporation (referred to below as "Buyer" or "City"). This Agreement constitutes a negotiated transaction to purchase and sell the real property between the Seller and Buyer, and the joint escrow instructions directed to Stewart Title of California ("Escrow Holder"). The Buyer and Seller will collectively hereafter be referred to as the "Party."
RECITALS
A. Seller is the record fee owner of the Property that is identified as San Bernardino County Tax Assessor's Parcel Number 0319-012-09.
B. Seller and Buyer acknowledge that the City made a formal written offer to acquire a portion of the Seller's property and have entered into good faith negotiations. The portion sought by the City is more particularly described in Exhibits "A" and "B," attached hereto and incorporated herein ("Property").
C. Seller desires to sell and Buyer desires to buy the Property on the terms and conditions set forth herein.
D. The foregoing recitals shall survive the Close of Escrow.
NOW THEREFORE, in consideration of the above Recitals, which are incorporated herein by this reference, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agrees to the following:
1. Purchase and Sale. On the Close of Escrow (as defined in Section 2 below), Seller agrees to sell the Property to the City, and the City agrees to buy the Property from Seller, subject to the terms and conditions set forth in this Agreement.
2. Onenins and Close of Escrow. Within five business days after the effective date of this Agreement, the City will deliver a certified copy of the fully executed Agreement to Escrow Holder. For purposes of this Agreement, "Opening of Escrow" means the date on which Escrow Holder receives the certified copy of this Agreement from Buyer. The Party can execute the Agreement in counterparts as set forth in Section 21(f) below. "Close of Escrow" means the date on which the Grant Deed (as defined and referenced in Section 6(a) below) is delivered and recorded in the Official Records of the• County of San Bernardino. The Close of Escrow will occur after the performance of all duties and obligations under this Escrow that are required to take place prior to Close of Escrow. The Close of Escrow will be on the date that is not later than the first business day occurring 60 calendar days after the Opening of Escrow. Before the Close of Escrow, all risk of loss and damage to the Property from any source whatsoever will be solely that of Seller.
3. Purchase Price. The "Purchase Price" that Buyer will pay to Seller for the fair market value of the Property is the sum of Twenty -One Thousand, Three Hundred Fifty Dollars
($21,350.00). This amount represents at least the full amount that the City believes to be just compensation for the Property. The amount is not less than the approved appraisal of the Property. .
4. TitIe and Title Insurance. Upon the Opening of Escrow, Escrow Holder will obtain and issue a title commitment for the Property. Escrow Holder will also request two copies each of all instruments identified as exceptions on said title commitment. Upon receipt of the foregoing, Escrow Holder will deliver these instruments and the title commitment to Buyer and Seller. Escrow Holder will insure Buyer's interest in the Property described above in Sections A and B of the Recitals and on Exhibits "A" and "B" to this Agreement at the Close of Escrow by a CLTA Owner's Standard Coverage Policy of Title Insurance in the amount of the Purchase Price (the "Policy"). Buyer will pay for the cost of the Policy. The Policy provided for pursuant to this Section will insure Buyer's interest in the Property free and clear of all liens, encumbrances (including, without limitation, monetary encumbrances), restrictions, and rights -of -way of record except the following permitted conditions of title {"Permitted Title Exceptions"):
a. General and special real property taxes for the then current tax fiscal year that are a lien not then due and payable; and
b. Zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Property; and c. Those non -monetary exceptions approved by Buyer within ten business days after the date Buyer receives the title commitment and legible copies of all instruments noted as exceptions therein. If Buyer unconditionally disapproves any such exceptions within such ten - business day period, Escrow will thereupon terminate, all funds deposited by Buyer therein will be refunded to Buyer, and this Agreement will have no further force or effect. If Buyer conditionally disapproves any such exceptions within such ten business day period, then Seller may, but shall not be obligated to, cause such exceptions to be removed by the Close of Escrow, provided, however, that if Seller is able and willing to cause such exceptions to be removed or otherwise cured, then Seller shall notify Buyer in writing within ten business days after Seller receives Buyer's title objection notice of those title exceptions that Seller intends to remove or otherwise cure, in which case the removal or curing by Seller of the title exceptions specified by Seller in Seller's title notice shall be a Buyer closing condition, and if such exceptions are not removed by the Close of Escrow, Buyer may, at Buyer's option, either accept the Property subject to such encumbrances, or terminate the Escrow and receive a refund of all fiords deposited by Buyer into Escrow (less escrow cancellation charges), if any, and this Agreement will thereupon be of no further force or effect. If Seller does not deliver Seller's title notice to Buyer within ten business days after Seller receives Buyer's title objection notice, then Buyer shall be deemed to be notified that Seller is unable or unwilling to eliminate or cure Buyer's conditionally disapproved exceptions. If Seller notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any particular exception, then Buyer shall have the right, upon delivery to Seller and Escrow Holder prior to the expiration of the Due Diligence Period of a written notice, to either: (1) waive its prior title objections, in which event said conditionally disapproved exceptions shall be deemed approved; or (2) terminate this Agreement and the Escrow created pursuant hereto, in which case all fiords deposited by Buyer therein will be refunded to Buyer, and this Agreement will have no further force or effect. Failure to take either 2 one of the actions described in (1) and (2) shall be deemed to be Buyer's election to take the action described in (2) above.
5. Deposit of Funds in Escrow. Buyer covenants and agrees to deposit into Escrow the Purchase Price and such escrow funds (including, without limitation, the Purchase Price, title and escrow charges and proration) and documents as are required within ten business days of receiving written notice from Escrow Holder regarding the confirmation of the completion of the conditions required herein for the Close of Escrow.
6. Deposit of Documents i -Es-crow hI5gfflgr_. Seller covenants and agrees to deposit into Escrow the following:
a. Grant Deed Seller will, within 15 business days after the effective date of this Agreement, deposit with Escrow Holder a Grant Deed granting to the City the conveyance of the Property and site improvements thereon duly executed and acknowledged by Seller in the form attached hereto as Exhibit "C" and incorporated herein by this reference. Buyer will have ten days to review and accept said executed form prior to Close of Escrow. b. Proof of Seller's Authorization. Seller will deliver to Escrow such proof of Seller's authorization to enter into this transaction as Escrow Holder may reasonably require for issuance of the Policy.
C. Any other document needed to effectuate the transfer.
7. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled:
a. Escrow Holder can issue in favor of Buyer the Policy, showing Buyer's interest in the Property, subject only to the Permitted Title Exceptions. Unless otherwise instructed by Seller, Escrow Holder will use the proceeds of the Purchase Price to obtain a full reconveyance of any monetary liens encumbering the Property that Seller hays agreed in writing to cure pursuant to Section 4(c). Escrow Holder will notify Seller of the amount of the disbursement of the proceeds required to clear any monetary lien and obtain Seller's written authorization for such disbursement prior to disbursing such proceeds to the holders of the monetary liens encumbering the Property;
b. Buyer will have deposited with Escrow Holder the Purchase Price and escrow charges;
C. Escrow Holder will have received Buyer's notice of approval or satisfaction or waiver of all of the contingencies to Buyer's obligations hereunder, as provided for below in Section 13;
d. Seller will have deposited with Escrow Holder the executed Grant Deed required by Section 6; and
3 e. Seller will have deposited with the City the Right of Entry and Access Agreement -Due Diligence and Construction Activities required by Section 9.
Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of the Policy, including the Grant Deed.
8. Escrow Charges and Prorations.
a. Buyer will pay for the cost of the Policy, escrow costs and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance telephone, etc. Buyer will pay for recording the Grant Deed, any documentary or other local transfer taxes, and any other recording fees. If the Escrow fails to close through no fault of either party, Buyer will pay all escrow cancellation charges.
b. Any installment of taxes or assessments for the current year paid at or prior to the Close of Escrow shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before the Close of Escrow, Seller shall be charged at the Close of Escrow, an amount equal to that portion of such taxes and assessments that relates to the period before the Close of Escrow. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed will be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Close of Escrow, the Party will make all necessary adjustments by appropriate payments between themselves following the Close of Escrow. Seller will pay all delinquent taxes, assessments, and supplemental assessments (and any penalties therein) for periods prior to the Close of Escrow, if any, for the Property.
C. All prorations will be determined on the basis of a 365-day year. The provisions of this Section 8 will survive the Close of Escrow.
9. Right of Entry and Access.
a. At any time prior to the Closing, and at Buyer's sole expense, Buyer or its authorized agents shall have the right to enter upon the Property for the purpose of conducting due diligence investigations.
10. Warranties and Representations of Seller; Indemnity. Seller, where applicable, hereby represents and warrants to Buyer the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct in all material respects as of the effective date of this Agreement:
a. If Seller acquires additional knowledge regarding the matters that are the subject of the warranties or representations contained in this Section 10 that would cause any of such warranties or representations to be incorrect in any material respect prior to the Close of Escrow, Seller shall give prompt written notice thereof to Buyer. Within ten business days following receipt of such notice, Buyer may elect, as Buyer's sole and exclusive remedy, to 4 cancel this Agreement and receive a refund of the funds deposited in escrow by Buyer, except for any escrow cancellation charges.
b. As of the Close of Escrow, the warranties and representations contained in this Section 10 shall be true and correct in all material respects, subject to any matters disclosed in writing by Seller as provided in this Section and will survive the Close of Escrow for a period of 12 months, and any action for a breach of any representations or warranties must be filed within 12 months from the Close of Escrow.
C. As used in this Section 10, the term "Seller's Knowledge" means the actual knowledge of Seller as of the effective date, without the duty of inquiry or investigation and without being charged with record or constructive knowledge. d. Seller is the record fee owner of the Property and, to Seller's Knowledge, no other party has a fee interest in the Property or any portion thereof. e. To Seller's Knowledge (i) as of the effective date, the Property has not been subject to the deposit, manufacture, storage, use, release, or disposal of any Hazardous Materials (as defined in Section 16 below), hazardous or toxic substances, materials, and waste, including, but not limited to, asbestos; and (ii) Seller has not received any written notice of any pending or threatened action or proceeding in which it is alleged that the condition of the Property violates environmental, health or safety statutes, ordinance or regulations.
f To Seller's Knowledge, neither this Agreement nor anything provided to be done hereunder, including the transfer of the Property to Buyer, violates or will violate any contract, agreement, instrument, partnership agreement, trust agreement, or any other agreement to which Seller is a party, or which materially affects the Property, and the Seller's grtant of the Property to Buyer pursuant to this Agreement does not require the consent of any party not a signatory hereto.
g. To Seller's Knowledge, there is no pending, threatened or anticipated litigation, action or proceeding against Seller, or any other party before any court or administrative tribunal that involves the Property, or any portion thereof, which could prevent Seller from their performance of this Agreement or materially and adversely affect Buyer or the Property after the Close of Escrow.
h. No additional consent is required in order for Seller to perform their obligations hereunder.
L From the effective date until the Close of Escrow or earlier termination of this Agreement, Seller will not finther encumber the Property or authorize the Property to be further encumbered without Buyer's written consent, which shall not be unreasonably withheld. j. Seller is not a "foreign person" within the meaning of section 1445(f)(3) of the Internal Revenue Code.
F
k. To Seller's knowledge, there are no previously undisclosed leases, licenses, occupancy agreements, or other agreements or arrangements, oral or written, demising space in, providing for the use, possession, or occupancy of, or otherwise similarly affecting or relating to the Property, or any portion thereof, that would give any person or entity any right of possession to any portion of the Property and would remain in effect after the Close of Escrow. The right of Seller to occupy the Property area will terminate on the Close of Escrow. Buyer will allow Seller five (5) calendar days following the Close of Escrow to remove any and all personal property from the Property, any personal property remaining on the Property after the five (5) day period shall be deemed abandoned by Seller, and Seller herein waives and releases Buyer from any and all further legal obligations concerning the appropriateness, handling and disposal of said abandoned personal property, with this waiver and release extending past the Close of Escrow.
1. Indemnification by Seller. Seller agrees to indemnify, defend and hold Buyer harmless for, from and against any and all claims, demands, liens, liabilities, costs, expenses, including reasonable attorneys' fees and costs, damages and losses, cause or causes of action and suit or suits of any nature whatsoever, arising from any misrepresentation or breach of warranty or covenant by Seller in this Agreement. Seller shall also indemnify Buyer from any claims, actions, costs, or expenses arising from any hazardous substances discovered at the Property, whether or not previously disclosed by Seller that was caused by or permitted by the Seller's acts or omissions. This Section shall survive the Closing or earlier termination of the Agreement.
11. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and shall survive the Close of Escrow:
a. Buyer has taken all required action to permit it to execute, deliver, and perform its obligations under this Agreement.
b. Buyer has the power and authority to execute and deliver this Agreement and carry out its obligations hereunder and consummate the transaction contemplated herein.
C. Neither this Agreement nor anything to be provided to be done hereunder, including acquisition of the Property by Buyer, violates or shall violate, any contract, instrument, partnership agreement, trust agreement, or any other agreement to which Buyer is a party, and which affects the Property or any part thereof, and the purchase of the Property herein contemplated does not require the consent of any party not a signatory hereto. d. There are no actions, suits, claims, assessments, or proceedings pending or threatened, that could materially adversely affect Buyer's ability to perform hereunder.
BUYER'S INITIALS
This Section 11 shall survive the Close of Escrow and shall not be merged with the Grant Deed. 2 12. Buyer's Payment of Purchase Price.
a. The Buyer's payment to Seller of the Purchase Price is an all-inclusive transaction settlement and constitutes the full and complete consideration and payment for the Buyer's acquisition of the Property, including all improvements on the Property. The Purchase Price is also full and complete consideration for all claims arising in connection with out of Buyer's efforts to acquire the Property prior to the effective date.
13. Legal Release and Waiver.
a. On the Close of Escrow, Seller fully releases Buyer, its elected and appointed councilmembers, officials, officers, boards, commissions, consultants, agents, employees, and attorneys (collectively, the "Buyer Releasees), from all claims and causes of action by reason of any damage that has been sustained, or may be sustained, as a result of Buyer's efforts to acquire the Property by formal written offer or any preliminary steps thereto, and from any and all claims, demands, causes of action, obligations, liabilities or claims for further compensation for Buyer's purchase of the Property; provided, however, that this release shall not release Buyer or any of the other Buyer Releasees from any claims or causes of action resulting from, or responsibility for acts or omissions of Buyer or the other Buyer Releasees constituting, gross negligence, intentional misconduct, or fraud or for a breach of any of Buyer's obligations under this Agreement.
b. Upon Close of Escrow pursuant to this Agreement, and except to the extent based upon a breach of this Agreement, Seller hereby expressly and unconditionally waive any claim for compensation for injury to the remainder of the Property ("severance damages"); pre - condemnation damages; claims for inverse condemnation; damage to or loss of improvements pertaining to the realty (as so defined in Code of Civil Procedure Section 1263.205); damage to or loss of machinery, fixtures, inventory, equipment and personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property, or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Seller pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs, it being understood that if Escrow closes, this shall be a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever by Seller (except for claims any breach of this Agreement) relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow.
C. Upon Close of Escrow pursuant to this Agreement, Seller specifically waives any and all rights that Seller may have under California Civil Code section 1542 or under any statute or common law or equitable principle of similar effect as these may relate to the releases described in Section 13(a) and 13(b) herein. California Civil Code section 1542 provides as follows:
7 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WJTH THE DEBTOR OR RELEASED PARTY."
Seller's Initials:
,4� Jdft-
Buyer's Initials:
d. This Section 13 will survive the Close of Escrow,
14. Contin encies.
a. Buyer Contingencies. For the benefit of Buyer, the Close of Escrow and the Buyer's obligation to consummate the purchase of the Property will be contingent upon and subject to the occurrence of all of the following (or Buyer's written waiver thereof, it being agreed that Buyer can waive any or all such contingencies) on or before the Close of Escrow:
i. That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are true and correct in all material respects. ii. The delivery to Escrow Holder of all documents pursuant to Section iii. Right of Entry and Access pursuant to Section 9.
iv. Title Company's commitment to issue in favor of Buyer the Policy with liability equal to the Purchase Price showing Buyer's interest in the Property, subject only to the Permitted Title Exceptions.
V. Buyer's approval prior to the Close of Escrow of any environmental site assessment, soils or geological reports, or other physical inspections of the Property that Buyer might perforce prior to the Close of Escrow.
b. Seller's Contingencies. For the benefit of Seller, the Close of Escrow and the Seller's obligation to consummate the sale of the Property will be contingent upon and subject to the occurrence of all of the following (or Seller's written waiver thereof, it being agreed that Seller can waive any or all such contingencies) on or before the Close of Escrow:
i. That as of the Close of Escrow the representations and warranties of Buyer contained in this Agreement are true and correct in all material respects. to Section 5.
ii. The delivery to Escrow Holder of all documents and fitnds pursuant iii. Granting the Right of Entry and Access pursuant to Section 9. 8 15. Right of Termination. Notwithstanding anything to the contrary contained herein, and without limiting any other right of termination for the benefit of Buyer contained herein, the Buyer shall have the right, in the exercise of its sole and absolute discretion, and upon written notice to Seller and Escrow Holder, to terminate this Agreement: (a) at any time prior to the expiration of the Due Diligence Period for any reason or no reason whatsoever; and (b) at any time prior to the Close of Escrow upon the failure of any of the Buyer's contingencies described in Section 14 for reasons other than due to the acts or omissions of Buyer. Upon such termination, all documents and monies deposited with Escrow Holder, less any escrow cancellation charges, shall be immediately returned to the depositing party.
16. Certain Definitions.
a. The tern "Hazardous Materials" shall mean and include the following, including mixtures thereof- any hazardous substance, pollutant, contaminant, waste, by-product or constituent regulated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. section 9601 et seq.; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. section 136 et seq.; asbestos and asbestos -containing materials, PCBs and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. section 2601 et seq.; source material, special nuclear material, by-product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act of 1982; chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. section 1910.1200 et seq.; industrial process and pollution control wastes, whether or not hazardous within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. section 6901 et seq.; any substance defined as a "hazardous substance" in California Civil Code section 2929.5(e)(2) or California Code of Civil Procedure section 736(f)(3); and any other substance or material regulated by any Environmental Laws.
b. The term "Environmental Laws" shall mean and include all federal, state and local statutes, ordinances, regulations and rules in effect on, or prior to, the date hereof relating to environmental quality, health, safety, contamination and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. section 7401 et seq.; the Clean Water Act, 33 U.S.C. section 1251 et seq.; and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act 7 U.S.C. section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. section 4321 et seq.; the Noise Control Act, 42 U.S.C. section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. section 651 et seq.; the Resource Conservation and Recovery Act 42 U.S.C. section 6901 et seq.; as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. section 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C, section 9601 et seq. as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right -to -Know Act and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act 15 U.S.C. section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. section 2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. section 10101 et seq.; and state and local environmental statutes and ordinances, with implementing regulations and rules in effect on or prior to the date hereof.
9 17. Evidence in Court Proceeding, The Party agree that the Purchase Price or any inference of per square foot value of the Property based on said Purchase Price will not be admissible as evidence of the fair market value of the Property in any litigation or eminent domain proceeding between Buyer and Seller concerning the Property or any portion thereof,
18. Destruction/Condemnation. In the event that prior to the Close of Escrow, the Property or any portion of the Property is damaged by fire, earthquake, or other casualty, or are subject to a taking by a public entity, then Buyer shall have the right, by giving notice to Seller within 15 calendar days after receiving written notice of such damage or taking, to either:
a. Terminate this Agreement, in which case neither Seller nor Buyer shall have any further rights or obligations hereunder, except that (i) Buyer shall be responsible for Escrow Holder's escrow cancellation fees and charges relating to the Policy and (ii) the Purchase Price and escrow funds deposited into Escrow by Buyer shall be refunded to Buyer less any such escrow cancellation fees or charges relating to the Policy; or b. Accept the Property in its then condition and proceed with the Close of Escrow, and to receive an assignment of all of Seller's rights to any proceeds of insurance or condemnation awards payable by reason of such damage or taking, if any. If Buyer elects to proceed under this clause, there shall be no adjustment in the Purchase Price and Seller shall not compromise, settle, or adjust any claims to such insurance or condemnation proceeds or awards. Seller agrees to give Buyer prompt written notice of any damage to or taking of the Property promptly after Seller receives notice of same.
19. Notices. All notices and demands hereunder will be given in writing by certified or registered mail, postage prepaid, and return receipt requested, or by overnight carrier. Notices will be considered given upon the earlier of. (a) two business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (b) one business day following deposit with an overnight carrier service. A copy of all notices will be sent to Escrow Holder. The Party will address such notices as provided below or as may be amended by written notice:
BUYER: City of Yucaipa
34272 Yucaipa Boulevard
Yucaipa, California 92399-9950
Attention: Dr. Sean M. Moore, City Manager
COPY TO: Cole Huber LLP
2855 E. Guasti Road, Ste. 402
Ontario, California 91761
Attention: Steven G. Pacifico, City Attorney
SELLER: GLM Enterprises Inc., a California Corporation
31103 Rancho Viejo Rd # D3-175
San Juan Capistrano, CA 92675-1759
ESCROW HOLDER: Stewart Title of California
Escrow Department,
10 1200 California St #120
Redlands, CA 92373
Attention: Joyce Strohm, Escrow Officer
20. Further Documents. Seller and Buyer each will, wherever and as often as it shall be requested by the other party, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments and documents, including further escrow instructions, as may reasonably be necessary in order to complete the sale, conveyance, and transfer herein provided and to do any and all other acts and to execute, acknowledge, and deliver any and all documents as may be requested in order to carry out the intent and purpose of this Agreement.
21. Broker's Commissions.
a. Buyer represents and warrants to the Seller that Buyer has not contracted for any brokerage commissions or finder's fees arising out of the transactions contemplated by this Agreement. Buyer shall indemnify and hold Seller harmless from and against any and all liabilities, claims, demands, damages, costs and expenses, including, without limitation, reasonable attorneys' fees and court costs, in connection with claims for any such commissions, finders' fees or brokerage fees arising out of Buyer's conduct or the inaccuracy of the foregoing representation and/or warranty of Buyer.
b. Seller represents and warrants to the Buyer that Seller has not contracted for any brokerage commissions or finder's fees arising out of the transactions contemplated by this Agreement. Seller shall indemnify and hold Buyer harmless from and against any and all liabilities, claims, demands, damages, costs and expenses, including, without limitation, reasonable attorneys' fees and court costs, in connection with claims for any such commissions, finders' fees or brokerage fees arising out of Seller's conduct or the inaccuracy of the foregoing representation and warranty of Seller.
22. Miscellaneous.
a. Amendments. Any amendments to this Agreement will be effective only when duly executed by both Buyer and Seller and deposited with Escrow Holder. b. Applicable Law. This Agreement will be construed and interpreted under and governed and enforced according to the laws of the State of California.
C. Entire Agreement. This Agreement supersedes any prior agreement, oral or written, and together with the exhibits hereto and any agreements delivered pursuant hereto, contains the entire agreement between Buyer and Seller, on the subject matter of this Agreement.
No subsequent agreement, representation or promise made by either party hereto, or by or to any employee, officer, agent or representative of either party, will be of any effect unless it is in writing and executed by the party to be bound thereby. Seller and Buyer acknowledge by execution of this Agreement hereof that no person is authorized to make, and that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no such 11 agreement, statement, representation or promise that is not contained herein will be valid or binding on Seller or Buyer.
d. No Assignment; Successors and Assigns. This Agreement may not be assigned by Buyer without the prior written consent of Seller, which consent may be withheld by Seller in its sole and absolute discretion. Any attempted assignment by Buyer in violation of this provision shall be null and void. Subject to the foregoing restriction on assignment, this Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the Party hereto.
e. Time of Essence. The Party acknowledge that time is of the essence in this Agreement, notwithstanding anything to the contrary in the Escrow Holder's general Escrow instructions.
f. Counterparts and Facsimile and Electronic Signatures. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. For purposes of this Agreement, facsimile and electronic signatures will be deemed to be original signatures. g. Remedies Not Exclusive and Waivers. Except as expressly provided in this Agreement, no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies.
h. Interpretation and Construction. The Parry have reviewed this Agreement, and each has had the opportunity to have its respective counsel and real estate advisors review and revise this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association wherever the context so requires. The captions of the sections and subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.
L Attorneys' Fees. In any action or proceeding between the Party hereto seeking the enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action or proceeding (including, but not limited to, appellate and bankruptcy proceedings) shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses and reasonable attorneys' fees.
j. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Party will be 12 construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid.
k. Recitals and Exhibits. The exhibits attached hereto, and the above Recitals are incorporated in this Agreement by reference herein.
IN WITNESS WHEREOF, this Agreement is effective as of the day and year first written above.
SELLER
GLM Enterprises, Inc., a California corporation
Dated:
ames M. Martin, CEO
Dated:
BUYER
CITY OF YUCAIPA, a municipal
corporation
Dated:
ATTEST:
Ana V. Sauseda, MMC
Director of General Services/City Clerk
Approved as to form:
Steven G. Pacifico, City Attorney
Dr. Sean M. Moore, City Manager
13 EXHIBIT "A"
DEER OF DEDICATION
LEGAL DESCRIPTION
BEING A PORTION OF LOT 35 OF SUBDIVISION NO. 3 OF YUCAIPA VALLEY. IN THE CITY OF YUCAIPA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA. AS PER PLAT RECORDED IN 80.0K 19 OF MAPS, PAGES 1 AND 2. RECORDS OF SAID COUNTY DESCRIBED -AS FOLLOWS:
COMMENCING.AT THE INTERSECTION OF 5th STREET AND AVENUE -E` ALSO BEING THE SOUTH TEST.CORNER OF SAID LOT 35;
THENCE NORTH ALONG THE CENTERLINE OF 5t1h STREET :170.00 FEET:
THENCE EAST PARALLEL WITH THE CENTERLINE OF AVENUE 'E" 44.00 FEET TO THE
TRUE POINT OF BEGINNING,
THENCE NORTH PARALLEL WITH THE CENTERLINE OF 5th STREET 23.04 FEET; THENCE EAST PARALLEL WITH THE CENTERLINE OF AVENUE 'E' 125..00 FEET.
THENCE SOUTH PARALLEL WITH THE CENTERLINE OF 5th STREET 23.00 FEET; THENCE WEST PARALLEL WITH THE CENTERLINE OF AVENUE 'E' 126.00 FEET TO THE POINT OF BEGINNING_
SAID DESCRIBED PARCEL CONTAINS 2898.09 SQUARE FEET MORE iOR LESS AND AS SHOWN ON EXHIBIT "B" AND HY REFERENCE BEING MARE A PART HEROF.
JAMES 6. COLE
PLS 5613.
James D. CoIe ALS 560 DATE
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RECORDING REQUESTED BY
AND WHEN RECORDED
RETURN TO:
City of Yucaipa
34272 Yucaipa Boulevard
Yucaipa, California 92399
Attention: City Clerk
[SPACE ABOVE FOR RECORDER'S USE ONLY]
APN: 0319-0I2-09-0000
Transfer Tax: $0.00
This transfer is for the benefit of the City of Yucaipa and is exempt from Recording Fees (Govt. Code § 27383), Filing Fees (Govt. Code § 6103), and Documentary Transfer Tax (Rev. & Tax. Code § 11922).
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, GLM Enterprises, Inc., a California corporation ( "Grantors") hereby grants, in fee, to the City of Yucaipa, a municipal corporation, the land described on Exhibit "A" and depicted in Exhibit "B" hereto and made a part hereof, together with all rights and appurtenances pertaining thereto.
IN WITNESS WHEREOF, the undersigned have executed this Grant Deed as of the date set forth below.
Il
GRANTORS
GLM ENTERPRISES INC., A
CALIFORNIA CORPORATION
Dated:—
rJrWames M. Martin, ce.`
•
Dated:�,�
B
etty arttn, Secretary
17 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT
A notary pubhc or other officer comp" this certificate veriSes only the identity' of the mdnadual who signed the doc=wnt to which this certificate is attached• and not the truthhx1ness, accuracy; or vabditq of that document 11
C•� �iT:� 0 l ;1!) ;i3M �1
OF Q rAm V-
�u �1 LO26 carvjy) Gi col �1L� Not '► �beiore me, ary
Date (bue LrSet;a/a�u3e aucnWle of the o1r_e';
f appeared �0� mq 5 1 �,1- I `,�I r HA (�
N� rynn MOlrk►n
`+►rho pro%red tome on the basis of satisfactory evidence to be the person(s) hose names) i subsc ibed to the within nwtnunent and ackno*.r ledged to me that hefshel Cecuted the same in hks her�uthotzed capacity(ies), and that by hislherr gnature(s) on the instr=ent the person(s), or the entity upon behalf of which the persons) acted, executed the instrument.
I certdy 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
Sigrafttve: (Servo
OPTIONAL
Description of Attached Document
True or I,qm of Docrment.
Date: Cuter
------- ----
° CAMDEN GRAYALCHANATI
Commission # 2529226
Notary Pundit - California
LOS ANGEL -ES County �
My Comm Expires SEP 2.2029
Number of Pages:
CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT
notary public or other officer completing this certificate verifies only the identity of the Individual who signed e document to which this certificate is attached, and not the truthfulness, accuracy, or vandify of that OF CALII?ORNIA
UNTY OF O k kk-1 /-\nr, MW t;A
ho proved to me on the basis of satisfactory evidence to be the persons) Whose nanae(s) i are gibed a the within uzstnmient and acknowledged to me that hershe! eti ecuted the same hisr'he h authorized capacity* ies), and that by hisfherr'tR�ignature(s) on the apt to person(s), or the entity upon behalf of which the person(s) acted, executed the inshumaut certify under PENALTY OF PERJURY under the laws of the State of California that the negoing paragraph is true and correct
rRy hand and OK7Cid1 seal CAMDEN GRAYALCHANATI
Q . Cammission # 2529226
dt Notary Aubire - California C,
LOS ANGELES County
My Comm Expires SEP 2. 2629
OPTIONAL
irtion of Attached Document
or Type of Document
Date: Other:
Number of Pages:
City of Yucaipa
34272 Yucaipa Boulevard
Yucaipa, CA 92399
CERTIFICATE OF ACCEPTANCE
(California Government Code § 27281)
(APN 0319-012-09)
This is to certify that the Grant of fee over a portion of the real property commonly known as 12414 4th Street, Yucaipa, California 92399, and identified as San Bernardino County Tax Assessor's Parcel Number 0319-012-09 granted by GLM Enterprises, Inc., A California corporation to the City of Yucaipa is hereby accepted by the undersigned officer on behalf of the City of Yucaipa under the authority of the City Council of the City of Yucaipa and the City of Yucaipa consents to the recordation thereof by its duly authorized officer.
CITY OF YUCAIPA, a municipal
corporation
Dated:
By:
Sean M. Moore, City Manager
ATTEST:
Ana V. Sauseda, MMC
Director of General Services/City Clerk
Approved as to form:
COLE HUBER LLP
Steven G. Pacifico, City Attorney,
GREEN VALLEY MHP '
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APN 0319 012 09 w
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OWNER: GLM ENTERPRISES INC.
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N ACQUISITION AREA=2,825 SF N
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12475 5TH ST
APN 0319-012-46
OWNER: CITY OF YUCAIPA Iwo
AREA PROPOSED TO BE PURCHASED EXISTING DRIVEWAY TO BE REMOVED
FOR VEHICULAR ACCESS TO ACCOMMODATE PROPOSED
ROUNDABOUT