Patricia Mondragon - Purchase of propertyProject: Civic Center Parking Acquisition
Seller: P. Mondragon
Parcel No.: 799 -17 -051
AGREEMENT FOR PURCHASE OF REAL PROPERTY
This Agreement for Purchase of Real Property ( "Agreement ") is dated, for reference purposes; as of
March _, 2016 ( "Effective Date "), by and between the City of Gilroy, herein referred to as "City," and
Patricia Mondragon, a single person, hereinafter referred to as "Seller."
The parties hereby agree as follows:
1. PROPERTY.
Seller agrees to sell to City, and City agrees to purchase from Seller, on the terms and conditions
set forth in this Agreement, the real property located at 7380 Dowdy Street, Gilroy, California, more
particularly described on Exhibit A attached hereto ( "Land "), together with the approximately nine
hundred sixty -two gross square foot residential building and other improvements located thereon
(collectively, the "Improvements "), and all rights, privileges, easements and appurtenances to the Land
and the Improvements, including, without limitation, all mineral and water rights, appurtenant easements,
eights -of -way and other appurtenances used in connection with or relating to the Land and Improvements
(the Land, Improvements and all such rights, privileges, easements and appurtenances being collectively
referred to herein as the "Property ").
2. PURCHASE PRICE.
2.1 Amount. The purchase price ( "Purchase Price ") for the Property shall be Four Hundred
Twenty Thousand Dollars ($420,000.00). Seller hereby agrees and acknowledges that the Purchase Price
represents the full consideration for the Property, and that Seller is not entitled to, nor shall Seller receive,
any additional funds for any purpose, including, without limitation, relocation expenses.
2.2 Payment. Not later than ten (10) days following the Effective Date, City shall deposit
into Escrow (defined in Section 5.1 below) a deposit, to be applied against the Purchase Price at the Close
of Escrow (defined in Section 5.2 below), in the amount of Five Thousand Dollars ($5,000.00)
( "Deposit "). A portion of the Deposit equal to the amount of One Hundred Dollars ($100.00)
( "Independent Consideration "), which amount Seller and City agree has been bargained for as
consideration for Seller's execution of this Agreement and agreement to sell the Property to City on and
subject to the terms and conditions of this Agreement, including, without limitation, the grant to City of
the right to conduct its due diligence investigation of the Property and the grant to City of the right to
terminate this Agreement on or before the expiration of the Review Period (as defined in Section 3.1
below) in connection with such due diligence investigation, shall be independent of any other
consideration or payment provided for in this Agreement and is non - refundable in all events (except in the
event of a default by Seller hereunder). Such Independent Consideration shall be released;by Escrow
Holder (as defined in Section 5.1 below) promptly following Escrow Holder's receipt of the Deposit. At
City's option, the Deposit shall be deposited into an interest bearing account with interest accruing to the
benefit of City. If the transaction contemplated by this Agreement fails to close for any reason other than
City's default, the Deposit and all interest accrued thereon (less the Independent Consideration) shall be
returned to City upon City's demand. The remaining balance of the Purchase Price (i.e., the Purchase
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Price less the Deposit and any interest accrued thereon). shall be payable by City in cash at the Close of
Escrow.
CITY'S APPROVAL RIGHTS.
3.1 City's Right to Investigate. Commencing on the Effective Date and ending at 5:00 p.m.
PST on the fifteenth (151) day thereafter, (subject to extension , in City's sole and absolute discretion, by
the same number of days that Seller delays in delivering any of the documents referenced in Section 3.3
beyond the time required by such section and provided further that if such date falls on a Saturday,
Sunday or legal holiday, such date shall be extended to the next business day) (such fifteen (15) day
period, as extended, being the "Review Period "), Seller shall have the right to review and approve the
following matters:
(a) the physical condition of the Property, including, without limitation the
condition of the soils, subsoils and groundwater, and any reports, data, and information pertaining thereto;
(b) any and all applicable governmental laws, ordinances, rules, regulations,
approvals, and authorizations pertaining to the Property;
(c) any documents delivered to City by Seller pursuant to Section 3.3 below; and
(d) any other documents or information pertaining to the Property which may assist
City in evaluating the condition, status and suitability of the Property for City's purposes.
If City, for any reason, as determined in City's sole and absolute discretion, disapproves of any of
the aforesaid maters, then City may terminate this Agreement by written notice delivered to Seller on or
before the expiration of the Review Period. In the event that City fails to provide such written notice on
or before the expiration of the Review Period or elects not to terminate this Agreement pursuant to the
terms of this Section 3. 1, then City shall proceed to purchase the Property in accordance with the terms of
this Agreement, subject to City's termination rights described elsewhere in this Agreement.
3.2 City's Right of Entry. At any time, and from time to time, prior to the Close of Escrow,
City, its employees, agents and subcontractors shall have the right to enter onto the Property for the
purpose of making such investigations, studies, tests and reviews as City may deem appropriate in
connection with City's purchase of the Property. City shall repair any damage to the Property which
occurs as a result of City's exercise of its right of entry pursuant to this Section 3.2. City shall indemnify,
defend and hold Seller harmless from and against any losses, damages, costs or expenses (including,
without limitation reasonable attorneys' fees) incurred by Seller due to injury to person or property to the
extent arising from the negligence or willful misconduct of City or City's representatives in connection
with its entry and activities on the Property prior to the Close of Escrow; provided that in no event shall
City have any liability to Seller by reason of the fact that any soil or geological conditions, any hazardous
materials or any other matters are revealed as a result of such entry and activities by or on behalf of City.
3.3 Seller's Documents. Within three (3) days following the Effective Date, Seller shall
deliver to City for its review, to the extent such documents exist and are in Seller's possession or control,
(i) all reports, surveys, studies, test results, maps, and other information in the possession or under the
control of Seller relating to the Property, including, without limitation, any and all soils, groundwater or
other reports relating to the absence or possible existence of hazardous materials or the contamination of
any portion of the Property, (ii) copies of any other material documents pertaining to the Property
(including, without limitation, all permits, licenses and approvals relating to the Property).
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4. CONDITION OF TITLE.
4.1 Title. Seller shall convey good, marketable and insurable fee simple title to the Property
to City, subject only to non - delinquent real property taxes and assessments, and exception numbers 1 - 5,
set forth in that certain Preliminary Report ( "Report ") issued by Chicago Title Company, Order No.
FWPS- 3022.150899 -AB, dated August 19, 2015 (such non - delinquent real property taxes and assessments
and exceptions being the "Permitted Exceptions "). The Permitted Exceptions shall not include any
deeds of trust, mortgages, judgment liens or other monetary lines (other than non - delinquent real property
taxes and assessments), which Seller agrees to remove, or cause to be removed, on or before the Close of
Escrow.
A copy of the Report is attached hereto as Exhibit B. Good marketable and insurable fee simple
title in the aforesaid condition shall be conveyed by Seller pursuant to a grant deed in the form attached
hereto as Exhibit C ( "Grant Deed "), which shall be executed, acknowledged and delivered by Seller and
recorded in the Official Records of Santa Clara County, California ( "Official Records ") at the Close of
Escrow.
4.2 Title Policy. Good, marketable and insurable fee simple title shall mean such title as is
evidenced by an ALTA extended coverage owner's policy of title insurance (with survey exception, if
City elects not to obtain an ALTA survey of the Land), and such endorsements as City may require, each
in a form and substance satisfactory to City ( "Title Policy "). If City elects to obtain an ALTA survey of
the Property, it shall do so at City's cost. Such Title Policy shall be in the amount of the Purchase Price,
showing title to the Property vested in City, subject only to the Permitted Exceptions and the standard
pre - printed exceptions and exclusions to title in an ALTA extended coverage owner's policy of title
insurance. It shall be a condition precedent to City's obligations under this Agreement that Escrow
Holder is able to issue the Title Policy to City upon the Close of Escrow.
ESCROW.
5.1 Opening of Escrow. The transaction contemplated by this Agreement shall be
consummated through an escrow ( "Escrow "), which has been opened as Escrow No.: FWPS-
3022150899-AB with Angie Branco at Chicago Title Company ( "Escrow Holder ") located at 18525
Sutter Blvd., Suite 100, Morgan Hill, CA 95037.
5.2 Closing Date, Close of Escrow. For purposes of this Agreement, the Close of Escrow
shall occur on that date which is fifteen (15) days following the expiration of the Review Period, provided
that if such date falls on a Saturday, Sunday or legal holiday, such date shall be extended to the next
business day ( "Closing Date "). City shall have the right to accelerate the Closing Date, at City's sole
option, by providing Seller with not less than three (3) days' prior written notice. "Close of Escrow"
shall mean the date that the Grant Deed conveying the Property to City is recorded in the Official
Records.
5.3 Deposits
(a) Seller shall deposit or cause to be deposited with Escrow Holder, in sufficient
time prior to the Closing Date to allow Escrow to close on or before the Closing Date, (i) the Grant Deed,
duly executed and acknowledged by Seller, conveying the Property to City (subject only to the Permitted
Exceptions); (ii) an affidavit executed by Seller certifying the Seller is not a "foreign person" within the
meaning of Internal Revenue Code Section 1445(f)(3), and meeting the requirements of Internal Revenue
Code Section 1445(b)(2); (iii) a Withholding Exemption Certificate (California Form 590RE) as required
by the California Taxation and Revenue Code, executed by Seller, certifying that Seller is not subject to
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tax withholding under California law; and (iv) such other documents and funds, including without,
escrow instructions consistent with this Agreement, as are reasonably required of Seller to close the
purchase in accordance with this Agreement.
(b) City shall deposit with Escrow Holder, in sufficient time prior to the Closing
Date to allow Escrow to close on or before the Closing Date, (i) funds in the amount of the Purchase
Price, together with such additional funds as may be required to pay City's share of closing costs as
required by this Agreement; and (ii) such other documents and funds, including without limitation,
written escrow instructions consistent with this Agreement, as are reasonably required of City to close the
purchase in accordance with this Agreement.
5.4 Costs and Expenses. City shall pay any applicable conveyance taxes, all county
documentary transfer taxes, the escrow fees and the cost of the Title Policy. All other closing costs shall
be shared by the parties as is customary in Gilroy, California.
5.5 Prorations. All real property taxes and assessments and rents attributable to the Property
shall be prorated as of the Close of Escrow. All prorated real property taxes and assessments attributable to
the period prior to Close of Escrow shall be paid by Seller to the taxing authority at the Close of Escrow. If
any errors or omissions are made regarding adjustments and prorations, the parties shall make the
appropriate correction promptly upon discovery thereof. If any estimates are made at the Close of Escrow
regarding adjustments or prorations, the parties shall promptly make the appropriate correction when
accurate information becomes available. Any corrected adjustment or proration shall be promptly paid in
cash to the party entitled thereto.
5.6 Conditions Precedent. City's obligation to purchase the Property shall be conditioned and
contingent upon the satisfaction of each and all of the following conditions precedent prior to the Close of
Escrow ( "City's Closing Conditions ").
(a) Escrow Holder is unconditionally prepared, committed and able to issue the
Title Policy to City at Close of Escrow insuring that title to the Property is vested in City subject only to the
Permitted Exceptions (which shall in no event include Exception Nos. 6 and 7 of the Report).
(b) Seller has timely performed each and every material obligation required by
the terms of this Agreement to be performed by Seller.
(c) All representations and warranties made by Seller to City in this Agreement
are true and correct in all material respects as of the Close of Escrow.
(d) Seller has terminated, and Seller hereby agrees to terminate prior to the
Closing Date, all contracts affecting the Property, other than the Permitted Exceptions.
(e) Except for the removal of carpeting in certain portions of the residential
building located on the Land (including, but not limited to, the family /dining room), there has been no
material change to the physical condition of the Property since the expiration of the Review Period, and the
Property is in the condition described in that certain Appraisal Report of 7380 Dowdy Street, Gilroy, CA
95020, prepared for Mr. Rick Smelser, City of Gilroy, 7351 Rosanna Street, Gilroy, CA, 95020, as of
August 13, 2015, and prepared by James R. Free, MAI, SRA, 1760 Mt. Vernon Dr., San Jose, CA 95125
( "Appraisal ").
5.7 City's Termination for Failure of Closing Conditions. If any of City's Closing Conditions
have not been satisfied prior to the Closing Date, then City shall have the right to give Seller written
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notice terminating this Agreement, in which event the parties' rights, obligations and liabilities under this
Agreement shall terminate, except with respect to any rights, obligations or liabilities arising out of any
breach of this Agreement by Seller. City's right to terminate this Agreement shall not affect City's right
to specific performance or any other right available to City in the event the failure of any condition is due
to the breach of this Agreement by Seller. City may unilaterally waive any of the City's Closing
Conditions, such conditions being for City's sole benefit.
6. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants that
the following facts are true and correct as of the Effective Date and as of the Close of Escrow:
(a) Seller is the sole owner of the Property and has full right and authority to convey the
Property to City in accordance with this Agreement and to cant' out Seller's obligations hereunder. This
Agreement has been duly and validly authorized, executed and delivered by Seller.
(b) Seller has not granted any options or rights of first refusal to acquire the Property;
(c) Seller has received no notice nor is Seller aware of any violation of law, rule or
regulation that relates to the Property or of any proceedings which may result in the issuance of such notice;
(d) To the best of Seller's knowledge, the Property is not in violation of any federal,
state or local law, ordinance or regulation relating to industrial hygiene or to the environmental conditions on,
under, above or about the Property, including, but not limited to, soil and groundwater conditions, and there
are no underground storage tanks on the Property. Neither Seller nor any third party has used, generated,
manufactured, produced, stored, released or disposed of on, under, above or about the Property or transported
to or from the Property any Hazardous Substances (defined below), and no Hazardous Substances currently
exist on, under, above, or about the Property. As used in this Agreement, Hazardous Substances shall mean
flammable explosives, radioactive materials, hazardous wastes, toxic substances or related injurious
materials, whether injurious by themselves or in combination with other materials, or any other chemical,
substance or material which has been or is hereafter determined by any federal, state or local governmental
authority to be capable of posing risk of injury to health or safety, including, without limitation, those
substances defined as a "hazardous substance," or "hazardous waste" in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. section 9601, et se q.; the
Resource Conservation and Recovery Act, 42 U.S.C. section 6901 et seq.; California Health and Safety Code
sections 25117 and 25316; and in the regulations adopted and publications promulgated pursuant to said
laws;
(e) No representation or commitment has been made to any governmental authority,
utility company, or school district relating to any portion of the Property which would impose an obligation
on City or its successors or assigns (i) to make any contributions or dedications of money or land, or (ii) to
construct, install or maintain any improvement of a public or private nature on or off of the Property;
(f) No notice has been given of any threatened or pending action to establish an interest
in the Property or of any proceeding which may result in the issuance of such notice, including without
limitation any condemnation action, except for notices received from City;
(g) There are no liens or encumbrances on, or claims, covenants, conditions,
restrictions, easements, rights -of -way, assessments or other matters affecting or pending against the
Property other than the exceptions shown in the Report;
(h) There are no leases or rental agreements affecting the Property;
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(i) There are no other contracts affecting the Property other than those delivered to
City pursuant to Section 3.3 above;
0) There are no underground improvements under the Property, with the possible
exception of underground utilities;
(k) To the best of Seller's knowledge, there are no improvements required or planned
by any governmental agency having jurisdiction of the Property which will result in any charge being levied
or assessed against the Property;
(1) To the best of Seller's knowledge, there are no existing claims, suits, actions or legal
proceedings, pending or threatened, which affect the Property;
(m) There are no sums due, owing or unpaid for labor or materials furnished to the
Property which might give rise to a mechanic's lien, and Seller agrees that all costs incurred for labor,
materials or other items in connection with the Property will be paid by Seller on or before the Closing Date;
(n) All documents delivered to City by Seller pursuant to this Agreement are or will be
true, complete and correct copies of originals, to the extent not the originals thereof, and any and all
information supplied to City by Seller in accordance with this Agreement is and will be true, complete and
accurate in all material respects; and
(o) Seller is not subject to any tax withholding due to the sale of the Property to City
under the Internal Revenue Code and the regulations promulgated thereunder, nor under any other federal
or state law.
The continued validity of the representations and warranties described hereinabove shall be a
condition precedent to City's obligation to purchase the Property pursuant to this Agreement, which City
may waive in City's sole discretion, and for which, notwithstanding such waiver, Seller shall indemnify,
defend and hold City harmless, as provided in this Section 6 below. Any failure of this condition shall give
rise to City's right to terminate this Agreement, in addition to any other rights and remedies City may have by
reason of Seller's breach of any of such representations and warranties. Upon any such termination, Seller
shall be liable to City for all damages incurred by City as a result of such invalidity or failure. All of the
representations and warranties set forth herein shall be deemed remade as of the Close of Escrow and shall
survive the delivery and recordation of the Grant Deed. Seller shall indemnify, defend and hold City
harmless from and against any and all claims, losses, damages, costs, liabilities or expenses (including,
without limitation, reasonable attorneys' fees) incurred by City as a result of any inaccuracy in or breach of
any warranty or representation whether discovered prior to or after the Close of Escrow. The foregoing
obligation of Seller to indemnify, defend and hold City harmless shall survive the Close of Escrow or the
sooner termination of this Agreement. If, prior to the Close of Escrow, Seller acquires actual knowledge of
the invalidity of any of the matters described in this Section 6, Seller shall promptly provide City with written
notice thereof.
7. SELLER'S COVENANTS. Between the Effective Date and the Close of Escrow, Seller covenants
and agrees that it shall:
(p) Cause the Property to be maintained in the condition existing as of the Effective
Date and as otherwise described in the Appraisal;
(q) Not enter into any contracts or agreements affecting the Property, the term of which
will extend beyond the Close of Escrow, or amend, alter or terminate any contract or agreement, without first
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obtaining the written consent of City;
(r) Not execute or consent to the execution, amendment or termination of any lease or
other agreement granting third parties rights to occupancy or possession of any portion of the Property
without the prior written consent of City; and
(s) Not violate any applicable federal, state and/or municipal law, ordinance or
regulation relating to the Property.
8. TERMINATION. If this Agreement is terminated by City pursuant to the terms of this Agreement,
then, except as otherwise provided in this Agreement, such termination shall relieve City and Seller from any
further liabilities or obligations under this Agreement, except that Seller shall not be relieved of any liability
due to Seller's default, and the Escrow shall be deemed cancelled. Upon any such termination, any escrow
cancellation fees shall be borne equally by City and Seller, unless termination is due to a party's default, in
which event the escrow cancellation fee shall be borne by the defaulting party.
9. LIQUIDATED DAMAGES. IF CITY COMMITS A DEFAULT UNDER THIS AGREEMENT
AND THE CLOSE OF ESCROW FAILS TO OCCUR BY REASON OF SUCH DEFAULT, THEN THIS
AGREEMENT SHALL TERMINATE AND THE PARTIES SHALL, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, THEREUPON BE RELEASED FROM THEIR
OBLIGATIONS HEREUNDER. CITY AND SELLER AGREE THAT BASED UPON THE
CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL
OR EXTREMELY DIFFICULT TO ESTABLISH SELLER'S DAMAGE BY REASON OF CITY'S
DEFAULT. ACCORDINGLY, CITY AND SELLER AGREE THAT IT WOULD BE REASONABLE AT
SUCH TIME TO AWARD SELLER "LIQUIDATED DAMAGES" EQUAL TO THE FIVE THOUSAND
DOLLARS ($5,000) DEPOSITED AS A DEPOSIT BY CITY PURSUANT TO SECTION 2.2 ABOVE AS
OF THE DATE OF SUCH DEFAULT.
SELLER AND CITY ACKNOWLEDGE AND AGREE THAT THE APPLICABLE FOREGOING
AMOUNTS OF LIQUIDATED DAMAGES ARE REASONABLE AS LIQUIDATED DAMAGES AND
SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT
OR REMEDY, AT LAW OR IN EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED
BY REASON OF CITY'S DEFAULT. ACCORDINGLY, IF CITY FAILS TO COMPLETE THE
PURCHASE OF THE PROPERTY AND SUCH FAILURE CONSTITUTES A DEFAULT UNDER THIS
AGREEMENT, THIS AGREEMENT SHALL TERMINATE, WHEREUPON THE PARTIES SHALL,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BE RELIEVED FROM
ALL LIABILITY HEREUNDER AND SELLER SHALL RECEIVE THE AMOUNT SET FORTH
ABOVE FROM CITY AS LIQUIDATED DAMAGES. SELLER AND CITY ACKNOWLEDGE THAT
THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 9 AND BY THEIR
INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.
Seller's Initials City's Initials
EACH PERSON INITIALING THIS SECTION ABOVE ON BEHALF OF SELLER
ACKNOWLEDGES AND AGREES THAT HE OR SHE IS INITIALING THIS SECTION ON BEHALF
OF HIMSELF OR HERSELF IN HIS OR HER CAPACITY AS A CO- TRUSTEE ON BEHALF OF ALL
TRUSTS HAVING AN INTEREST IN THE PROPERTY OF WHICH HE OR SHE IS A CO- TRUSTEE.
10. LEGAL FEES. If any action or suit is brought by a party hereto against the other party for any
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breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties
on the part of the other party arising out of this Agreement, or otherwise arising in connection with this
Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out
of court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of
suit, including reasonable attorneys' fees.
11. NOTICES.
All notices or other communications required or permitted hereunder shall be in writing, and shall be
personally delivered, sent by air - courier messenger service, or sent by registered or certified mail, postage
prepaid, return receipt requested, and shall be deemed received upon the earlier of (i) the date of delivery to
the address of the person to receive such notice at the following addresses, or (ii) three (3) business days after
the date of posting by the United States Post Office:
To City: City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Attn: Inga Alonzo
With a copy to: Berliner Cohen, LLP
Ten Almaden Blvd., Eleventh Floor
San Jose, CA 95113
Attn: Jolie Houston, Esq.
To Seller: Patricia Mondragon
7380 Dowdy Street
Gilroy, CA 95020
Notice of change of address shall be given by written notice in the manner detailed in this Section 11.
12. BROKERS. Seller and City each represent and warrant to the other that it has not dealt
with any real estate broker, agent or salesperson in connection with this transaction to whom a
commission may be owed other than Intero Real Estate Services ( "Intero "), representing the Seller. In the
event escrow closes hereunder, City shall pay to Intero a real estate sales commission in an amount equal
to three percent (3 %) of the Purchase Price. Each party shall indemnify, defend and hold harmless the
other on account of any claims, demands, causes of action, or judgments respecting payment of any sales
commission, brokerage commission or finder's fee to any broker or other third party (other than Intero),
arising out of any breach by such party of any of its representations or warranties set forth in this Section
12. The obligations under this Section 12 shall survive the Close of Escrow or, if the purchase and sale
transaction referred to herein is not consummated, any termination of this Agreement.
13. REQUIRED ACTIONS OF CITY AND SELLER. City and Seller agree to execute such
instruments and documents and to undertake such actions as may be reasonably required in order to
consummate the purchase and sale herein contemplated.
14. TIME IS OF THE ESSENCE. Time is of the essence of each and every term, condition,
obligation and provision hereof.
15. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
16. NO OBLIGATIONS TO THIRD PARTIES. Except as otherwise expressly provided herein, the
execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of
the parties thereto, to any person or entity other than the parties hereto.
17. AMENDMENT TO THIS AGREEMENT. The terms of this Agreement may not be modified or
amended except by an instrument in writing executed by each of the parties hereto.
18. WAIVER. The waiver or failure to enforce any provision of this Agreement shall not operate as a
waiver of any future breach of any such provision or any other provision hereof.
19. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
20. FEES AND OTHER EXPENSES. Except as otherwise provided herein, each of the parties shall
pay its own fees and expenses in connection with this Agreement.
21. ENTIRE AGREEMENT. This Agreement supersedes any prior agreement, oral or written, and
contains the entire agreement between City and Seller as to the subject matter hereof. No subsequent
agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or
representative of either party, shall be of any effect unless it is in writing and executed by the party to be
bound thereby.
22. OFFER. Until the execution and delivery of this Agreement by City, this Agreement shall
constitute an irrevocable offer by Seller to sell the Property to City on the terms and provisions set forth in
this Agreement; provided, however, if this Agreement is not executed by City on or before the date which is
thirty (30) days after this Agreement is executed by Seller and delivered to City, this offer shall automatically
be deemed revoked and this Agreement shall be deemed a nullity.
23. CAPTIONS. Any captions to, or headings of, the sections or subsections of this Agreement are
solely for the purpose of reference and are not part of this Agreement, and shall not be used for the
interpretation or determination of any provision of this Agreement.
24. SEVERABILITY. If any provision of this Agreement is, or hereinafter is adjudged to be, for
any reason void, unenforceable or invalid, the remainder of this Agreement shall be and remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as follows:
SELLER:
Pa Gcia Mondragon, a single person
Date: 5 l I 1 b
CITY:
CITY OF GILROY, a
municipal corporation
By:
Title:
E& MM� 1
Date:
ATTEST:
ME
APP OV TO FORM:
City Attorney
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EXHIBIT A
LEGAL DESCRIPTION
For APN1Parcel ID(s): 799 -17 -051
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GILROY, COUNTY OF SANTA
CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
LOT 12 IN BLOCK 1, SOUTH RANGE 5 WEST, AS SHOWN UPON THE MAP ENTITLED, - MILLER AND LUX
WESTERN ADDITION TO THE CITY OF GILROY, SANTA CLARA COUNTY, CALIFORNIA -, AND WHICH MAP
WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF
CALIFORNIA, ON OCTOBER 25, 1920 IN BOOK "P" OF MAPS, AT PAGE 45.
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EXHIBIT B
REPORT
[To be Attached]
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EXHIBIT C
GRANT DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Gilroy
7351 Rosanna Street,
Gilroy, CA, 95020
Attn.:
SPACE ABOVE THIS LINE FOR RECORDER'S
USE
Mail Tax Statements to: The undersigned seller or its agent declares:
City of Gilroy Documentary Transfer Tax is $
7351 Rosanna Street, (� computed on full value of property conveyed
(� computed on full value less value of liens and encumbrances
Gilroy, CA, 95020 remaining at time of sale
Attn.: (_) Unincorporated area: LXj City of Gilroy
(Signatory of Seller or agent above)
APN: 799 -17 -051
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
PATRICIA MONDRAGON, a single person ( "Seller ")
hereby GRANT(S) to CITY OF GILROY, a California municipal corporation ( "Grantee ")
that certain real property in the City of Gilroy, County of Santa Clara, State of California, as legally
described in Exhibit A attached hereto and made a part hereof (the "Property").
Dated: , 2016 PATRICIA MONDRAGON,
a single person
By:
Name:
Title:
Mail Tax Statements To: Same As Provided Above
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EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION OF REAL PROPERTY
For APN /Parcel ID(s): 799 -17 -051
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GILROY, COUNTY OF SANTA
CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
LOT 12 IN BLOCK 1, SOUTH RANGE 5 WEST, AS SHOWN UPON THE MAP ENTITLED, "MILLER AND LUX
WESTERN ADDITION TO THE CITY OF GILROY, SANTA CLARA COUNTY, CALIFORNIA ", AND WHICH MAP
WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF
CALIFORNIA, ON OCTOBER 25, 1920 IN BOOK "P" OF MAPS, AT PAGE 45.
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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
ss.
COUNTY OF
On , before me, , Notary Public,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within
instrument and acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify 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.
(Signature)
(Seal)
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