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Lynette Marie Hill - Property Purchase AgreementAGREEMENT FOR PURCHASE OF REAL PROPERTY This Agreement for Purchase of Real Property ( "Agreement ") is dated, for reference purposes, as of QL r �3 , 2016 ( "Effective Date "), by and between the City of Gilroy, a California municipal corporation herein referred to as "Buyer" or "City," and Lynette Marie Hill, Successor Trustee of the Eugene Francis Sachara 2005 Trust, dated January 3, 2005, hereinafter referred to as "Seller." The parties hereby agree as follows: 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 7491 Railroad Street, Gilroy, California, more particularly described on Exhibit A attached hereto ( "Land "), together with all 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, rights - 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 "). PURCHASE PRICE. The purchase price ( "Purchase Price ") for the Property shall be Seventy -five Thousand Dollars ($75,000.00). 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. ESCROW. Upon the Effective Date, the parties shall open an escrow ( "Escrow ") with Old Republic Title Company, whose address is 8060 Santa Teresa Boulevard, Suite 100, Gilroy, CA 95020 ( "Escrow Holder" or "Title Company ") for purposes of consummating the transaction contemplated by this Agreement. Upon the Effective Date, Buyer shall deliver to Escrow Holder a copy of this Agreement. At least twenty -four (24) hours prior to the Close of Escrow, Buyer and Seller shall each deliver to Escrow Holder written closing instructions and all executed documents, payments and funds necessary to complete the closing in accordance with the terms hereof CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE THE PROPERTY. Buyer's obligation to purchase the Property is conditioned upon the following: (a) At the Close of Escrow, the Title Company shall be prepared, subject only to payment of its premium, to issue to Buyer a CLTA Owner's Policy of Title Insurance in the amount of the Purchase Price insuring fee title in the Property as vested in Buyer, subject only to Exceptions 1 -10, 14 and 16 set forth in that certain Preliminary Report (First Arnended), dated as of August 18, 2016, Order No. 0621005661 -JW ( "Title Report "). (b) Seller shall have delivered to Escrow Holder the items described in Section 9(a) below at least one (1) business day prior to the Closing. -1- If any of the foregoing conditions have not been satisfied by the Closing Date (as defined in Section 5 below), Buyer shall have the right to give Seller written notice of termination of this Agreement, in which event the parties' rights and obligations under the Agreement shall terminate except with respect to any rights or obligations that expressly survive the Close of Escrow. The conditions set forth in this Section 4 are solely for the benefit of Buyer and may be waived only by Buyer. At all times prior to the termination of this Agreement, Buyer may waive any of these conditions in its sole discretion and proceed with the Closing. 5. CLOSE OF ESCROW. The closing of the Escrow (the "Close of Escrow" or "Closing ") shall occur on the "Closing Date" when Buyer and Seller have delivered into Escrow all funds and documents required under this Agreement and all of Buyer's conditions set forth in Section 4 have been satisfied, but in no event shall the Close of Escrow occur later than October 14, 2016. Time is of the essence with respect to the Close of Escrow. Seller shall deliver possession of the Property to Buyer at the Close of Escrow. 6. BUYER'S RELEASE. As additional consideration for the purchase of the Property, Buyer shall purchase the Property in its condition existing on the Closing Date and Buyer agrees that, from and after the Closing Date, Buyer, for itself and its agents, affiliates, successors and assigns, hereby releases and discharges Seller from, and waives any right to proceed against Seller for, any and all rights, claims and demands at law or in equity relating to any known civil, criminal and/or municipal code violations (including the violations described in City's Resolution No. 2013 -3, passed and adopted on July 15, 2013, and the fines associated therewith) existing on the Closing Date and relating directly to the Property. 7. SELLER'S COVENANTS. Between the Effective Date and the Close of Escrow, Seller covenants and agrees that it shall: (a) Cause the Property to be maintained in the condition existing as of the Effective Date; (b) 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 obtaining the written consent of City; (c) 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 ofthe Property without the prior written consent of City; and (d) Not violate any applicable federal, state and/or municipal law, ordinance or regulation relating to the Property. 8. TERNIINATION. 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. M 9. DEPOSITS INTO ESCROW. (a) Seller's Deposits Into Escrow. Seller shall deposit or cause to be deposited into Escrow prior to the Close of Escrow the following: (i) An executed and acknowledged Grant Deed in the form attached hereto as Exhibit B (the "Grant Deed "); (ii) An executed Federal Non- Foreign Investor Affidavit and a California 593 Real Estate Withholding Certificate; (iii) A Certification of Trust in form satisfactory to the Title Company evidencing the authority of such Seller to convey its interest in the Property to Buyer; (iv) An owner's affidavit in the customary form of the Title Company sufficient to permit the Title Company to eliminate from the condition of title of the Property at Closing: Exceptions 11, 12, 13 and 15 in the Title Report; and (v) Such other documents, including escrow instructions, as may be reasonably required to consummate this transaction. (b) Buyer's Deposits Into Escrow. Buyer shall deposit into Escrow prior to the Close of Escrow the following: (i) Funds in the amount of the Purchase Price; (ii) Such additional funds as may be required to pay Buyer's share of closing costs as provided herein; and (iii) Such other documents, including escrow instructions, as may be reasonably required to consummate this transaction. (c) Expenses of Escrow. The sale of the Property shall be exempt from county documentary transfer taxes. Buyer shall pay (i) all escrow fees, (ii) the premium for Buyer's Title Policy, and (iii) the recording fees, if any. All other reasonable and customary expenses, fees and costs incurred in connection with the consummation of the Escrow shall be borne by Buyer. Buyer and Seller shall each bear their own respective attorneys' fees and accounting costs incurred in connection with this transaction. (d) Prorations. There shall be no proration of taxes and assessments attributable to the Property as a result of this transaction. 10. LEGAL FEES. If any action or suit is brought by a party hereto against the other party for any 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. -3- J + 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: City Administrator With a copy to: Berliner Cohen, LLP Ten Almaden Blvd., Eleventh Floor San Jose, CA 95113 Attn: Jolie Houston, Esq. To Seller: Lynette Marie Hill, Successor Trustee of the Eugene Francis Sachara 2005 Trust, dated January 3, 2005 c/o Horspool & Horspool 300 E. State Street, Suite 200 Redlands, CA 92373 Attn: J. David Horspool, Esq. 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 maybe owed. 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, 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 IBM 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 -4- 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 outside Closing Date described in Section 5 above (i.e., October 14, 2016), 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. 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 FIVE THOUSAND DOLLARS ($5,000). SELLER AND CITY ACKNOWLEDGE AND AGREE THAT THE APPLICABLE FOREGOING AMOUNT OF LIQUIDATED DAMAGES (i.e., $5,000) IS 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 24 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller's, Initial s io- -5- City's Initials Jr- 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 ATRUSTEE ON BEHALF OF THE TRUST HAVING AN INTEREST IN THE PROPERTY OF WHICH HE OR SHE IS A TRUSTEE. 25. 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: Lyftte Marie Hill, Successor Trustee of The Eugene Francis Sac'hara 2005 Trust, dated January 3, 2005 Date: , 2016 I M CITY OF GILROY, a California municipal corporation By: Title: Date: APPROVED AS TO FORM: Ci ttorney 0 s EXHIBIT A LEGAL DESCRIPTION Real Property situated in the County of Santa Clara, City of Gilroy, State of California, and described as follows: Portion of Lot 12 in Block 1 North, Range 1 East, as shown upon Map No. 6 accompanying the Report of the Commissioners in Henry Miller, et al, Plaintiffs vs Massey Thomas, et al, Defendants, in the Superior Court of the Sate of California, in and for the County of Santa Clara, and more particularly described as follows: Beginning at the point of intersection of the Southerly line of Martin Street with the Westerly line of Railroad Street in the City of Gilroy, County of Santa Clara, and running thence Southerly and along the Westerly line of Railroad street, 100 fee; thence at right angles Westerly 61 feet, to the Easterly line of land of Southern Pacific Company; thence Northerly and along the Easterly line of land of Southern Pacific Company, 100 feet to the Southerly line of Martin Street, and thence Easterly on and along the Southerly lone of Martin Street, 61 feet to the place of beginning. APN: 841 -06 -001 -I- 1P r EXHIBIT B GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Gilroy 7351 Rosanna Street, Gilroy, CA, 95020 Attn.: City Administrator 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 $ �) computed on full value of property conveyed 7351 Rosanna Street, (_) computed on full value less value of liens and Gilroy, CA, 95020 encumbrances remaining at time of sale Attn.: City Administrator (_) Unincorporated area: (_X_) City of Gilroy (Signatory of Seller or agent above) APN: 841 -06 -001 GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Lynnette Marie Hill, Successor Trustee of the Eugene Francis Sachara 2005 Trust, dated January 3, 2005 ( "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 Lynette Marie Hill, Successor Trustee of the Eugene Francis Sachara 2005 Trust, dated January 3, 2005 Mail Tax Statements To: Same As Provided Above -1- IV 4 . . EXHIBIT "A" TO GRANT DEED LEGAL DESCRIPTION OF REAL PROPERTY Real Property situated in the County of Santa Clara, City of Gilroy, State of California, and described as follows: Portion of Lot 12 in Block 1 North, Range 1 East, as shown upon Map No. 6 accompanying the Report of the Commissioners in Henry Miller, et al, Plaintiffs vs Massey Thomas, et al, Defendants, in the Superior Court of the Sate of California, in and for the County of Santa Clara, and more particularly described as follows: Beginning at the point of intersection of the Southerly line of Martin Street with the Westerly line of Railroad Street in the City of Gilroy, County of Santa Clara, and running thence Southerly and along the Westerly line of Railroad street, 100 fee; thence at right angles Westerly 61 feet, to the Easterly line of land of Southern Pacific Company; thence Northerly and along the Easterly line of land of Southern Pacific Company, 100 feet to the Southerly line of Martin Street, and thence Easterly on and along the Southerly lone of Martin Street, 61 feet to the place of beginning. APN: 841 -06 -001 -2- DRAFT - FOR DISCUSSION ONLY 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) 511