HomeMy WebLinkAbout0015_8_PA 2016-04 - Exhibit G Purchase and Sales Agreement@BCL@1C059760 1
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”)
dated as of October __, 2016 (“Effective Date”) is made by and between the City of Lake Elsinore,
a municipal corporation (“Seller”), and JIC-CP Dimaond Development, LLC, a California limited
liability company, or permitted assignee (“Buyer”), with reference to the facts set forth below and
constitutes (i) a contract of purchase and sale between the parties and (ii) escrow instructions to
Escrow Agent (as hereinafter defined).
ARTICLE 1 - RECITALS
1.1 The Property. Seller currently owns and holds fee title to that certain real property
located in the City of Lake Elsinore, County of Riverside, State of California, as more particularly
described in the Exhibit A attached hereto (the “Property”).
1.2 Purchase and Sale. Seller now desires to sell the Property and Buyer now desires to
purchase all of Seller’s right, title and interest in and to the Property, upon the terms and covenants
and subject to the conditions set forth below.
NOW THEREFORE, in consideration of the sum of One Hundred and 00/100 Dollars
($100.00) (the “Consideration Amount”) and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 2 -PURCHASE PRICE
2.1 Purchase Price. Seller shall sell and Buyer shall buy the Property for a total
purchase price of Thirty Eight Thousand Six Hundred Forty and 00/100 Dollars ($38,640.00) (the
“Purchase Price”). The Purchase Price shall be paid at Closing to Seller by a cash payment at
Closing. Buyer shall deposit the cash into the Escrow as follows:
2.1.1 Deliveryof the Purchase Price. Not later than one (1) Business Dayprior
to the date of the Closing (as defined in Section 8.1), Buyer shall, pursuant to the terms and
conditions of Section 5.1, deliver to Escrow Agent the Purchase Price in cash or certified funds.
ARTICLE 3 -OPENING OF ESCROW
3.1 The Escrow. Immediately upon Seller obtaining approval of Tentative Parcel Map
37149, Seller shall open an escrow (the “Escrow”) with First American Title Company at the
address set forth in Section 14.1, as escrow agent (“Escrow Agent”). Buyer and Seller shall deliver
to Escrow Agent theirexecuted counterparts of this Agreement, which Buyer and Seller agree shall
constitute escrow instructions. In addition, the parties agree to execute Escrow Agent’s usual form
of supplemental escrow instructions for transactions of this type with any modifications that are
mutually acceptable to Buyer and Seller; provided, however, that such escrow instructions shall
be for the purpose of implementing this Agreement, and shall not have the effect of modifying this
Agreement, unless it is so expressly stated and initialed on behalf of both Buyer and Seller.
“Opening of Escrow” shall mean the date on which this Agreement is fully signed by all parties
and deposited into Escrow. The date of the Agreement last deposited into Escrow shall be deemed
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the date of Opening of Escrow. Escrow Holder shall notify all parties in writing as to the date of
the Opening of Escrow.
ARTICLE 4 - CONDITIONS TO THE PARTIES’ OBLIGATIONS
4.1 Intentionally omitted.
4.2 Conditions to Buyer’s Obligation to Purchase. Buyer’s obligation to purchase is
expressly conditioned upon each of the following:
4.2.1 Performance by Seller. Timely performance of each obligation and
covenant of, and delivery required of, Seller hereunder, and each representation and warranty of
Seller hereunder shall be true and correct as of the Closing Date.
4.2.2 Delivery of Grant Deed, Title Policy and Possession. Delivery on the
date of the Closing (or Title Company’s unconditional commitment to deliver following the
Closing) of: (i) the Grant Deed conveying title to the Property to Buyer as set forth in Section 6.1,
(ii) the Title Policy (in the form provided in Section 8.2.2) showing fee title in Buyer, and (iii)
possession of the Property as provided in Article 15 hereof.
4.2.3 Condition of Property. Buyer’s review and approval of the condition of
the Property as provided in Section 7.3 below, in Buyer’s sole and absolute discretion.
4.3 Conditions to Seller’s Obligation to Sell. Seller’s obligation to sell is expressly
conditioned upon each of the following:
4.3.1 Performance of Buyer. Timely performance of each obligation and
covenant of, and delivery required of, Buyer hereunder
4.3.2 Final Map. Buyer shall demonstrate to the reasonable satisfaction of
Seller’s Director of Community Development that Buyer is in a position to submit a completed
application for final map with respect to Tentative Map No. 37149
4.3.3 Payment of Purchase Price. Payment or delivery to Escrow Agent of (i)
the Deposits and (ii) the balance of the Purchase Price, in the manner herein provided.
4.4 Failure of Conditions; Return of Funds and Documents. If any or all of the
conditions precedent in Article 4 are neither satisfied nor waived by the party to whose benefit the
condition runs in the manner provided above, the party to whose benefit the condition runs may
terminate this Agreement by giving a written notice of termination to the other party and Escrow
Agent. In such event, Escrow Agent and Seller shall promptly return the Deposits less the
Consideration Amount (including those Deposits released to Seller hereunder) to Buyer, less
applicable Escrow cancellation charges, and documents to the parties who deposited them,
including, without limitation, the Grant Deed delivered by Seller to Escrow Agent pursuant to
Section 2.1.1 above, and Escrow shall terminate and all the parties shall be released from their
obligations hereunder as of the effective date of such notice.
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ARTICLE 5 - BUYER’S DELIVERIES TO ESCROW AGENT
5.1 Balance of the Purchase Price. By no later than one (1) Business Day immediately
preceding the scheduled Closing Date, Buyer shall have delivered to Escrow Agent cash in the
amount of the Purchase Price as set forth in Section 2.1.1 above.
5.2 Failure to Deliver. Buyer’s failure to make any delivery required above by the date
or within the time set forth above, shall constitute a material breach of this Agreement by Buyer.
ARTICLE 6 - SELLER’S DELIVERIES TO ESCROW AGENT
6.1 Grant Deed. Seller shall, at least three (3) Business Days before the scheduled
Closing Date or earlier as provided for herein, deliver to Escrow Agent a Grant Deed conveying
title to Buyer subject only to the matters as provided in Section 7.1.1 below in the form acceptable
to Buyer (the “Grant Deed”) executed and acknowledged by Seller. If Seller fails to deliver the
Grant Deed and such other documents as specified, such failure shall constitute a material breach
of this Agreement by Seller.
6.2 Title Policy. At Closing, Seller shall provide (pursuant to Article 8), the Title Policy
in the amount of the Purchase Price and in the form provided in Section 8.1.2 (or Title Company’s
unconditional commitment to deliver the Title Policy in that form following the Closing).
ARTICLE 7 - INVESTIGATION OF PREMISES
7.1 Delivery of Documents. Except as otherwise provided for below, within two (2)
calendar days following the mutual execution of this Agreement, Seller shall deliver the following
to Buyer:
7.1.1 Preliminary Report. A preliminary title report “Preliminary Report”),
covering the Property and issued by First American Title Insurance Company (the “Title
Company”), with all easements plotted, and legible copies of all instruments shown as exceptions
in the Preliminary Report. Buyer hereby acknowledges having received the Preliminary Report
and having approved the same with the exception of Item 7 thereon which the Title Company has
agreed to remove.
7.2 Condition of Title. Seller shall be obligated to remove any and all deeds of trust,
mechanic’s liens, tax liens (other than liens for general and special real property taxes, bonds and
assessments payable in installments which have been levied or assessed against the Property but
which are not then delinquent), judgment liens and other monetary liens, encumbrances and
obligations arising out of the acts or omissions of Seller prior to the Close of Escrow (as defined
below).
7.3 Condition of Property. Except as otherwise expressly provided in this Agreement,
Buyer agrees that (i) it is purchasing the Property on an “AS IS”, “WHERE-IS” basis and in
reliance solely on its own investigation and due diligence of the Property and that Buyer has had
ample opportunity to investigate all aspects of the Property, and (ii) any materials made available
by Seller to Buyer regarding the Property are made available solely as an accommodation to Buyer,
without any warranty or representation except as provided herein, and not with the intent that they
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be relied upon by Buyer. Buyer further acknowledges that Buyer has reviewed the Property,
including the environmental condition of the Property, the conditions of the soils, governmental
regulations, and the physical condition of the Property and has satisfied itself in all matters and
respects with regards to its purchase of the Property.
ARTICLE 8 – THE CLOSING
8.1 Date and Manner of Closing. Subject to an earlier close, Escrow Agent shall close
the Escrow (“Scheduled Closing Date” or “Closing “ or “Close of Escrow”) when the conditions
set forth Article 4 have been satisfied but in no event later than June 30, 2017.
8.2 The Closing shall occur WHEN AND ONLY WHEN each of the following
conditions has been satisfied:
8.2.1 Funds and Documents. All funds and instruments required to be
delivered to Seller and Escrow Agent pursuant to this Agreement have been so delivered.
8.2.2 Title Insurance. The Title Company is prepared to issue a CLTA owner’s
policy of title insurance (“Title Policy”) with liability in the amount of the Purchase Price, subject
only to the following:
(a)non-delinquent real property taxes and assessments;
(b)non-delinquent supplement assessments, if any, assessed pursuant
to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code
of the State of California; and
(c)liens, easements, exceptions, defects and other encumbrances as set
forth in the Preliminary Report and approved by Buyer under Section 7.1.1.
8.3 Additional Title Insurance. Buyer may, at Buyer’s option, direct Escrow Agent to
issue an ALTA title policy or additional title coverage or endorsements, if Buyer pays for the extra
cost of such additional coverage or endorsements at its sole cost and expense, the cost of which
shall be payable at the same time as prescribed for other payments payable by Buyer in Section
4.3.2 and (ii) the issuance of such additional coverage or endorsements does not delay the Closing
or prevent the issuance of the Title Policy.
ARTICLE 9 - PRORATIONS, FEES AND COSTS
9.1 Prorations. Escrow Agent shall prorate (i.e., apportion) between the parties in cash,
at the Closing, the following (all prorations are to be made on the basis of the actual number of
days in the period subject to proration, unless otherwise specifically instructed in writing):
9.1.1 Real Property Taxes, Assessments and Bonds. [There should be no
current taxable parcel or real property tax assessment as the Property is currently exempt and not
on the tax rolls as a governmental parcel. ]
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9.1.2 Miscellaneous. All of the prorations respecting the Property, except as
otherwise provided herein, shall be made in accordance with the custom in Riverside County,
California.
9.2 Seller’s Fees and Costs. Seller shall pay (i) one-half of Escrow Agent’s escrow fee,
(ii) usual Seller’s recording charges, (iii) City, if any, and County Documentary Transfer Tax in
the amount Escrow Agent determines to be required by law (should be exempt), and (iv) the fee
for the CLTA portion of the premium for the Title Policy.
9.3 Buyer’s Fees and Costs. Buyer shall pay (i) one-half of Escrow Agent’s escrow
fee, (ii) usual Buyer’s recording charges, (iii) any wire transfer costs for the transfer of funds into
Escrow by Buyer, and (iv) any additional premium for an ALTA title policy or any endorsements
requested by Buyer.
ARTICLE 10 - DISTRIBUTION OF FUNDS AND DOCUMENTS
10.1 Form of Disbursements. All disbursements by Escrow Agent shall be made by trust
account checks of Escrow Agent drawn on a local bank or by wire transfer to the account of the
receiving party, as such party may direct.
10.2 Recorded Documents. Escrow Agent shall cause the County Recorder of Riverside
County to mail the Grant Deed (and any other document which is herein expressed to be, or by
general usage is, recorded) after recordation, to the grantee, beneficiary or person (i) acquiring
rights under said document or (ii) for whose benefit said document was acquired.
10.3 Non-Recorded Documents. Escrow Agent shall, at the Closing, deliver by United
States mail (or shall hold for personal pickup, if requested), each non-recorded document received
hereunder by Escrow Agent to the payee or person (i) acquiring rights under said document or (ii)
for whose benefit said document was acquired.
10.4 Cash Disbursements. Escrow Agent shall, at the Closing hold for personal pickup,
or shall arrange for wire transfer (i) to Seller, or order, the cash portion of the Purchase Price, plus
any funds received as prorations or other credits to which Seller shall be entitled, and less any
appropriate proration or other charges, and (ii) to Buyer, or order, any excess funds theretofore
delivered to Escrow Agent by Buyer. Upon Escrow Agent’s request, Buyer and Seller hereby agree
to deposit with Escrow Agent all sums necessary to pay their respective shares of the costs of
Closing.
10.5 Copies of Documents. Escrow Agent shall, at the Closing, deliver to Buyer and to
Seller, a copy of the Grant Deed (conformed to show recording data) and each document recorded
to place title in the condition required by this Agreement, as well as copies of all non-recorded
documents.
ARTICLE 11 - RETURN OF DOCUMENTS AND FUNDS UPON TERMINATION
11.1 Return of Seller’s Documents. Except as otherwise expressly provided in this
Agreement, in the event the Escrow is terminated for any reason other than Seller’s default, then
Buyer shall, within five (5) calendar days following such termination, deliver to Seller or make
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available for pickup, all documents and materials, if any, relating to the Property previously
delivered to Buyer by Seller.
11.2 Return of Buyer’s Documents. Except as otherwise expressly provided in this
Agreement and subject to Paragraph 11.1, in the event the Escrow is terminated for any reason,
other than Buyer’s default, Seller shall within five (5) calendar days following such termination,
deliver to Buyer all funds, documents and materials, if any, previously delivered by Buyer to
Escrow Agent or Seller; and Escrow Agent shall deliver all funds and documents and materials
deposited by Buyer and then in Escrow Agent’s possession to Buyer.
11.3 No Effect on Rights of Parties. The return of documents and monies as set forth
above shall not affect the right of either party to seek such remedies as such party may have with
respect to the enforcement of this Agreement.
11.4 Buyer’s Remedies. If, prior to the Closing, Seller defaults in any of its obligations
under this Agreement, or breaches any of its representations or warranties set forth in this
Agreement, then Buyer’s sole remedy shall be to either (i) obtain specific performance of this
Agreement by filing such an action against Seller within thirty (30) days after the date that was
scheduled to be the Closing Date, and, thereby waive any further claims against Seller, or (ii)
terminate this Agreement by delivery of written notice to Seller and Escrow Agent, and receive a
refund of the Deposits less the Consideration Amount (which shall be paid to Seller as
consideration for entering into this Agreement), after which Seller shall have no further obligations
or liability to Buyer and Buyer shall be released from all of its obligations under this Agreement
except for Buyer’s obligations which expressly survive a termination of this Agreement. Buyer
shall be entitled to recover from Seller reasonable attorney’s fees and costs of suit in connection
with pursuing or enforcing Buyer’s Remedies.
ARTICLE 12 - REPRESENTATIONS AND WARRANTIES
12.1 Escrow Agent. Escrow Agent shall have no concern with or liability or
responsibility for this Article.
12.2 Seller’s Warranties and Representations. In addition to any other express
agreements of Seller contained herein, the matters set forth in this Section 12.2 constitute
representations and warranties of Seller.
12.2.1 No Brokers. Seller has not engaged or dealt with any broker or finder in
connection with the sale contemplated by this Agreement. Seller hereby agrees to indemnify,
defend and hold harmless Buyer from any claims, costs, damages or liability of or to a Broker if
the same shall be based on any statement, representation or agreement made by Seller with respect
to the payment of any brokerage commissions or finders fees. Seller shall pay Broker a
commission, as described in a separate agreement.
12.2.2 Power and Authority. Seller is municipal corporation and has the legal
power, right and authority to enter into this Agreement and to consummate the transactions
contemplated hereby.
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12.2.3 Condemnation. To the best of Seller’s actual knowledge, without duty of
inquiry, there are no pending or threatened governmental proceedings in eminent domain, for
rezoning or otherwise, which would affect the Property or any portion thereof.
12.3 Buyer’s Warranties and Representations. In addition to any other express
agreements of Buyer contained herein, the matters set forth in this Section 12.3 constitute
representations and warranties by Buyer which are now and shall, at the Closing, be true and
correct. If Buyer becomes aware before the closing that any representation or warranty has become
since the date hereof materially false or misleading, Buyer shall inform Seller in writing and Seller
may at his option terminate the Agreement.
12.3.1 No Broker. Buyer has not engaged or dealt with any broker or finder in
connection with the sale contemplated by this Agreement. Buyer hereby agrees to indemnify,
defend and hold Seller harmless from any claims, costs, damages or liability of or to a Broker, if
the same shall be based on any statement, representation or agreement by Buyer with respect to
the payment of any brokerage commissions or finders fees. Notwithstanding the foregoing, Buyer
shall have no obligation to indemnify Seller with respect to payment of a commission to Broker
as set forth in Section 12.2.1.
12.3.2 Power and Authority. Buyer has the legal power, right and authority to
enter into this Agreement and to consummate the transactions contemplated hereby.
12.3.3 “AS IS”, “WHERE IS”. As a material inducement to the execution and
delivery of this Agreement by Seller and the performance by Seller of its duties and obligations
hereunder, Buyer does hereby acknowledge, represent, warrant and agree to and with Seller that,
except as otherwise provided in this Agreement, including, without limitation, Seller’s
representations and warranties (all of said representations and warranties and covenants of Seller
are collectively referred to herein as “Seller’s Representations”), (a) Buyer is purchasing the
Property in an “AS IS,” “WITH ALL FAULTS” condition as of the Closing with respect to any
facts, circumstances, conditions and defects; (b) Seller has no obligation to repair or correct any
such facts, circumstances, conditions or defects (including, without limitation, any patent or latent
defects or conditions affecting the Property) or to compensate Buyer for same; (c) by the Closing,
Buyer shall have undertaken all such physical inspections and examinations of the Property and of
the Property Documents as Buyer deems necessary or appropriate under the circumstances and,
that based upon its inspection and examination of the Property and of the Property Documents,
Buyer is and will be relying strictly and solely upon such inspections and examinations; (d) Buyer
is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the
Property; (e) except for Seller’s Representations, Seller is not making, and has not made, any
warranty or representation with respect to all or any part of the Property (including, but not limited
to, the physical or financial condition of the Property) or any matters contained in the Property
Documents or any other documents made available or delivered to Buyer in connection with this
Agreement as an inducement to Buyer to enter into this Agreement and thereafter to purchase the
Property or for any other purpose; and (f) by reason of all of the foregoing, as of the Closing Date,
Buyer shall assume the full risk of any loss or damage occasioned by any fact, circumstance,
condition or defect pertaining to the physical or financial condition of the Property.
ARTICLE 13 - NOTICES
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13.1 Method of Delivery. All notices to be given under this Agreement shall be in
writing and either delivered by personal delivery or sent by (a) 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, (b) a nationally recognized overnight courier, in which
case notice shall be deemed delivered one (1) business day after deposit with the courier, or (c )
telecopy, fax or similar means, in which case notice shall be deemed delivered on transmittal by
telecopier or other similar means, provided that a transmission report is generated by reflecting the
accurate transmission of the notices, addressed as follows:
If to Seller, to:
City of Lake Elsinore
130 South Main Street
Lake Elsinore, CA 92530
Attn.: Grant Yates, City Manager
Phone: (951) 674-3124 x 204
Fax: (951) 674-2392
If to Buyer, to:
JIC-CP Diamond Development, LLC
c/o JIC-Diamond, LLC
13974 Boquita Drive
Del Mar, CA 92014
Phone: (858) 481-2186
Fax: (858) 481-3792
If to Escrow Agent, to:
Debra Dunn Escrow Dept.
First American Title Company
3400 Central Avenue, Ste 100
Riverside, CA 92506
Phone: (951) 787-1757 (direct)
Fax: (866) 558-2890
ddunn@firstam.com
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If to Title Company, to:
First American Title Insurance Company
National Commercial Services
3281 E. Guasti Road, Suite 440
Ontario, CA 91761
Attn.: Matt Hooks
Tel: (909) 510-6207
mhooks@firstam.com
13.2 Effective Date of Notices. All Notices given as provided herein by a means other
than personal delivery shall be effective at the time(s) set forth in Section 13.1.
ARTICLE 14 - TRANSFER OF POSSESSION
14.1 Possession. Seller covenants that possession of the Property shall be transferred to
Buyer on the date of the Closing free and clear of any and all tenancies or other rights of possession.
ARTICLE 15 - GENERAL PROVISIONS
15.1 Definitions. Unless the context otherwise indicates, whenever used in this
Agreement:
15.1.1 Business Day. The term “Business Day” shall mean a normal work day
during each week, excluding Saturdays, Sundays and holidays.
15.1.2 Calendar Day. The term “Calendar Day” means a day of the week,
utilizing 365 days a year. If any deadline defined in this agreement shall fall on a weekend or
holiday, such deadline shall automatically be extended to the following Business Day.
15.1.3 Cash. The word “cash” means immediately available funds consisting of
either (i) United States currency, (ii) a cashier’s or certified check (s) currently dated, issued by a
Federal Insured Institution, payable to the required payee, and honored upon presentation for
payment, or (iii) an amount credited by wire-transfer into the required payee’s bank account.
15.1.4 Escrow. The word “Escrow” shall mean the escrow opened by Escrow
Agent pursuant to the terms of this Agreement.
15.1.5 Escrow Agent. The term “Escrow Agent” shall mean First American
Title Insurance Company, Debra Dunn.
15.2 Vesting. Buyer shall specify the manner in which he shall take title to the Property
on or before the Closing.
15.3 Gender: Number. The use herein of (i) the neuter gender includes the masculine
and the feminine, and (ii) the singular number includes the plural, whenever the context so requires.
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15.4 Captions. Captions in this Agreement are inserted for convenience of reference only
and do not define, describe or limit the scope of the intent of this Agreement or any of the terms
hereof.
15.5 Exhibits. All exhibits referred to herein and attached hereto are a part hereof.
15.6 Entire Agreement. This Agreement contains the entire agreement between parties
relating to the transactions contemplated hereby; and all prior or contemporaneous agreements,
understandings, representation and statements, oral or written, are merged herein.
15.7 Modification. No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is in writing and signed by the party against which the
enforcement of such modification, waiver, amendment, discharge or change is or may be sought.
15.8 Attorney’s Fees. If any party hereto employs an attorney for the purpose of
enforcing or construing this Agreement, or any judgment based on this Agreement, in any legal
proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other
litigation, the prevailing party shall be entitled to receive from the other party or parties thereto
reimbursement for all reasonable attorneys’ fees and all costs, including but not limited to service
or process, filing fees, court and court reporter costs, investigative costs, expert witness fees, and
the costs of any bonds, whether taxable or not, and that such reimbursement shall be included in
any judgment or final order issued in that proceeding. “Prevailing Party” shall include without
limitation a party who dismisses an action in exchange for sums allegedly due; the party who
receives performance from the other party for an alleged breach of contract or a desired remedy
where the performance is substantially equal to the relief sought in an action; or the party
determined to be the prevailing party by a court of law.
15.9 Joint and Several Liability. If any party consists of more than one person or entity,
the liability of each such person or entity signing this Agreement shall be joint and several.
15.10 Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of California.
15.11 Time of Essence. TIME IS OF THE ESSENCE as to each and every provision of
this Agreement.
15.12 Severability. In the event any term, covenant, condition, provision or agreement
herein contained, is held to be invalid, void or otherwise unenforceable by any court of competent
jurisdiction, the fact that such term, covenant, condition, provision or agreement is invalid, void
or otherwise unenforceable shall in no way affect the validity or enforceability of any other term,
covenant, condition, provision or agreement herein contained.
15.13 Successors and Assigns. All terms of this Agreement shall be binding upon, inure
to the benefit of and enforceable by and against, the parties hereto and their respective legal
representatives, successors and assigns.
15.14 Agreement. Buyer shall not cause or allow this Agreement, or any short form
memorandum hereof to become a matter of public record without Seller’s prior written consent,
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which Seller may grant or withhold in Seller’s sole and absolute discretion. Buyer shall indemnify,
defend and hold Seller harmless from and against any claims, costs, liabilities or consequential
damages resulting from Buyer’s breach of this section.
15.15 Counterparts. This Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed an original; such counterparts shall together constitute
but one agreement.
15.16 Further Assurances. The parties hereto agree to cooperate with each other and
execute any documents reasonably necessary to carry out the intent and purpose of this Agreement.
15.17 Assignment. Buyer shall have no right to assign this Agreement or any of his rights
under this Agreement; provided, however, Buyer may assign its rights under this Agreement and
the Escrow to any entity or person owned or controlled by Buyer or affiliated with Buyer, upon
written notice to Seller and Escrow Agent, provided (a) the assignee assumes all the obligations
of Buyer under this Agreement and the Escrow, (b) no such assignment shall release or relieve
Buyer from its obligations under this Agreement, (c) no such assignment shall change, delay or
otherwise affect the Closing Date or any other time periods for Buyer’s performance under this
Agreement, (d) no such assignment shall reinstate any rights or entitlements waived by Buyer prior
to such assignment, and (e) any such assignment shall be conclusively presumed to include an
assignment of any right of Buyer to receive the Deposit if subject to refund or retention or payment
of the Deposit as Liquidated Damages, in accordance with this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth
above.
SELLER:
City of Lake Elsinore, a Municipal
corporation,
By:___________________________
Grant Yates, City Manager
ATTEST:
CITY CLERK
__________________________
Susan M. Domen, CMC, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY
___________________________
Barbara Leibold, City Attorney
BUYER:
JIC-CP Diamond Development, LLC
a California limited liability company
By: JIC-Diamond, LLC
Its: Managing Member
By:
Gary E. Jacobs, Manager
EXHIBIT “A”
PROPERTY
(To be inserted)