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Lawrence Staudenraus A2015-224 /2O i S - 224- AGREEMENT FOR PURCHASE AND SALE OF PERSONAL PROPERTY This Agreement, by and between the CITY OF CHINO HILLS, a California municipal corporation (hereinafter "City" or "Seller") and Lawrence Staudenraus, a sole proprietor ("Buyer") is entered into on the date of execution by City (the "Effective Date"). Whereas, City is the owner of three temporary trailer-type buildings (the "Trailers", described in detail below) that are presently situated on property located at 2000 Founders Drive (the "Property"); Whereas, the Trailers were previously used as part of the former City Hall site but are now vacant and of no further use to the City; Whereas, City desires to dispose of the Trailers and remove them from the Property within 60 days of the execution of this agreement or November 8, 2015 whichever is soonest; Whereas, Buyer agrees to purchase the Trailers and to cause them to be removed from the Property subject to the terms and conditions of this Agreement. NOW, THEREFORE, City and Buyer wish to enter into this Agreement for the sale of City's Trailers to Buyer. 1. Agreement for Purchase and Sale. Seller agrees to sell and Buyer agrees to purchase the Trailers, which are more fully described as follows: Description of Structures 1. One single level 7,200 square foot modular building equipped with two restrooms, one kitchen and six air conditioning systems. 2. One single level 7,200 square foot modular building equipped with three restrooms, one kitchen and five air conditioning systems. This Agreement-does-not-contemplate the conveyance-of-any real property interest whatsoever. 2. Purchase Price. Buyer agrees to pay Seller a purchase price, payable at the time of transfer of the property. 1 3. Seller's Warranty of Title. Seller warrants that it has full legal title to said Trailers, authority to sell the same, and that said Trailers shall be sold fee and clear of all liens, encumbrances and claims. 4. Representations and Warranties/As Is With All Faults. Buyer acknowledges and agrees that it has been given a full opportunity to inspect and investigate each and every aspect of the Trailers, including all matters relating to their physical condition, the presence of hazardous materials, and any other matters of significance affecting them. Buyer is purchasing the Trailers solely in reliance on its own investigation and inspection and not on any information, representation or warranty provided by Seller. Neither Seller, nor its employees, officials, officers, representatives, agents or assigns has made any representations or warranties, implied or expressed, relating to the condition of the Trailers, their habitability, merchantability, or fitness for any particular purpose. Buyer specifically acknowledges and agrees that it is purchasing and receiving the Trailers on as "as is with all faults" basis and that it is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller or its employees, officials, officers, representatives, agents or assigns as to any matters concerning the Trailers, except as expressly set forth herein. This paragraph shall survive termination of this Agreement. 5. Buyer's Warranties. Buyer agrees to exercise care in removing the Trailers from the Property and minimize any damage caused to the property or appurtenances thereon while removing the Trailers, and to not cause the release of any hazardous materials or debris on the Property. Buyer further agrees and warrants that it will not initially locate or relocate at any time in the future the Trailers to any property located within the territorial boundaries of the City of Chino Hills, California. If the Buyer sells, leases, assigns, or otherwise transfers all of part of its interest in the Trailers to another party it shall include a provision in such sales agreement that contains this same restriction re locating or relocating the Trailers within the City of Chino Hills, California, and shall make the City a third party beneficiary of any agreement that results in such a transfer of interests in the Trailers. This paragraph shall survive termination of this agreement. 6. Indemnification. Buyer agrees to indemnify and fully protect, defend, and bold-City,its officers, officials, employees,, agen sem, representatives and assigns harmless from and against any and all claims, costs, liens, loss, damages, attorney's fees and expenses of every kind and nature that may be sustained by or made against City, its officers, officials, employees, agents, representatives and assigns resulting from or arising out of or in any way related to the sale, use, removal, transportation, repurposing, demolition or disposal of the Trailers. This paragraph shall survive termination or expiration of this agreement, including expiration pursuant to paragraph 7. 2 7. Time for Performance. Buyer agrees to remove the Trailers or to cause the Trailers to be removed from the Property by November 8, 2015. If the Trailers are not removed from the Property by said date, this Agreement shall expire. 8. Government Approvals. Prior to taking dismantling and/or moving the Trailers, Buyer shall secure any requisite regulatory permits and/or approvals. Said permits and approvals shall be acquired at Buyer's sole expense. Nothing in this agreement shall be construed as limiting or controlling the City's discretion in the processing of any application for regulatory permits or approvals. 9. Risk of Loss. Buyer assumes all risk of loss related to the Trailers between the Effective Date of this Agreement and the date the Trailers are fully removed from the Property and out of the City's possession and control. 10. Insurance. Buyer shall submit to City certificates indicating compliance with the following minimum insurance requirements no less than one business day prior to entering onto the Property for purposes performing under this Agreement: (a) Comprehensive general and automobile liability insurance protecting Buyer in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of$1,000,000. Each such policy of insurance shall: (1) Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California or which is approved in writing by the City. For purposes of this Agreement, a financially responsible insurance company is one with a current A.M. Best Company rating of A or better. (2) Name and list as additional insured the City of Chino Hills, its officers and employees. (3) Specify it acts as primary insurance. (4) Cover the actions of Buyer anticipated pursuant to this Agreement. - 11. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all previous communications, understandings, representations, warranties, covenants or agreements, either written or oral and there are no oral or other written agreements between the Buyer and Seller. 3 12. No Oral Modification. No provision, term or clause of this Agreement shall be revised, modified, amended or waived except by an instrument in writing signed by the parties. 13. Rules of Construction. Buyer acknowledges that Buyer has had the opportunity to consult with its legal counsel regarding this Agreement and that accordingly the terms of this Agreement are not to be construed against any party because that party drafted this Agreement or construed in favor of any party because that party failed to understand the legal effect of the provisions of this Agreement. 14. Governing Law/Venue. This Agreement shall be governed and construed in accordance with the laws of the State of California. The exclusive venue for all disputes arising out of this Agreement shall be the Superior Court for the County of San Bernardino. 15. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each of the parties hereto and the provisions hereof shall be binding upon any party that subsequently acquires any interest in the Trailers. This provision shall survive termination of this Agreement. 16. Counterparts. This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original, but all of which, when taken together, shall constitute one agreement. CITY OF CHINO HILLS Ln nrf'v Y? tAcPbin t.t.S "SELLER" a .s Lo n inA N n.16c- "BUYERt" U (91:. By: By: Its: Its: Dated: 10-M --/5— Dated: 9-/ -/c--- 4 -/ /c4