Roberta Hughan - Property Purchase AgreementPURCHASE AND SALE AGREEMENT
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This Purchase and Sale Agreement for Purchase ( "Agreement ") is made as of this day
of September, 2016 (the "Effective Date ") by and between Roberta H. Hughan Trustee of the
Roberta H. Hughan Revocable Trust dated January 31, 2012, as to an undivided one third interest,
Monica Pirozzoli and Maureen Botill, Co- Trustees of the Marcia H. Bodnar Living Trust dated
January 10, 2016, as to an undivided one third interest, and Monica Pirozzoli and Gwyneth
Sauceda, Co- Trustees of the Ronald F. Howson Trust dated December 3, 2006, as to an undivided
one third interest, all as tenants in common (each a "Seller and collectively, "Sellers "), and City
of Gilroy, a municipal corporation ( "Buyer ").
To provide for the purchase and sale of the real property herein described, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and
Sellers agree as follows:
1. Purchase and Sale of Property. Sellers shall sell to Buyer, and Buyer shall purchase
from Sellers, upon the terms and conditions hereinafter set forth, a portion of that certain real
property consisting of approximately 2,391 square feet located at the corner of Third Street and
Santa Teresa Boulevard in the City of Gilroy, County of Santa Clara, State of California, and more
particularly described on Exhibit "A" ( "Property"). The parties acknowledge that Buyer is
acquiring the Property for street improvements for a roundabout intersection at Third Street and
Santa Teresa Boulevard.
2. Purchase Price. The purchase price for the Property shall be Forty -eight Thousand
Dollars ($48,000) ( "Purchase Price "). The Purchase Price shall be payable by Buyer to Sellers in
cash at the Close of Escrow.
3. 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
Sellers 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.
4. Conditions to Buyer's Obligation to Purchase 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, and 3, 4 and 5 as set forth that certain Preliminary Report, First Amended Report,
dated as of July 26, 2016, Order No. 0621007194 -JW ( "Title Report").
(b) Sellers shall have delivered to Escrow Holder the items described in Section
8(a) at least one (1) business day prior to the Closing.
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If any of the foregoing conditions have not been satisfied by the Closing Date, Buyer shall
have the right to give Sellers 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 date when Buyer and Sellers 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 September 23, 2016. Time is
of the essence with respect to the Close of Escrow. Sellers shall deliver possession of the Property
to Buyer at the Close of Escrow.
6. No Further Dedication, Restoration of Fence. As additional consideration for the
purchase of the Property, Buyer hereby agrees with Sellers that Buyer shall:
(a) not require any further dedication of the remaining portion of Seller's land
immediately adjacent to the Property (i.e., Parcel 2 of Seller's remaining land) until such time as
Seller or its successors and assigns proceed with any action in connection with a development
application;
(b) not require any reimbursement of improvement costs in connection with the
roundabout improvements to be made at the intersection of Third Street and Santa Teresa
Boulevard; and
(c) restore the portion of the Seller's fence (which, as of the Effective Date,
demarcates Seller's property from the public right -of -way adjoining Seller's property) in a
reasonably timely manner following the completion of the improvements described in Section 7
below; provided, however, that the location of such fence shall be adjusted so that the Property
(i.e., the 2,391 square feet of land being purchased by Buyer) will no longer be within the fenced
area enclosing Seller's remaining property.
7. Right of Entry. From and after the Effective Date, and subject to Buyer's deposit
of the Purchase Price into Escrow (provided, however, that the Purchase Price shall only be
released to Seller at the Close of Escrow in accordance with Section 2 above), Buyer and Meritage
Homes and their respective employees, agents, contractors and consultants ( "Buyer's Parties ")
shall have the right to enter the Property to construct improvements related to the roundabout
intersection at Third Street and Santa Teresa Boulevard. All improvement work performed on the
Property shall be constructed in accordance with an improvement agreement or development
agreement between Buyer and Meritage Homes and shall comply with all applicable laws, statutes;
codes and regulations. There shall be no improvements constructed on Seller's adjacent Property.
As additional consideration for Buyer's payment of the Purchase Price, Sellers hereby grant Buyer
a temporary construction easement on the ten foot -wide strip of land running along the property
line between the Property and Sellers' adjacent property. Buyer Parties' may use the temporary
construction easement in connection with the roundabout intersection improvement work on the
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Property until December 1, 2016. On or before December 1, 201.6, Buyer shall cause Buyer's
Parties to remove all construction equipment and debris from the temporary construction easement
area and leave the area in substantially the same condition as existed as of the Effective Date.
8. Deposits Into Escrow.
(a) Seller's Deposits Into Escrow. Each 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 Sellers to convey its interest in the Property to Buyer; and
(iv) 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 Sellers 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.
9. Broker's Commission. Each party warrants and represents to the other that it has
not dealt with nor does it have any knowledge of any persons, firms or entities which would be
entitled to a broker's commission, finder's fee or the like in connection with the transactions
contemplated by this Agreement. If any warranty or representation made by a party in this Section
9 proves to be false, such party shall indemnify, defend and hold the other party harmless with
respect to any claims, losses, costs, liabilities and other expenses (including attorneys' fees) which
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the other party may incur as a result of such breach or misrepresentation. The foregoing obligation
shall survive the Close of Escrow.
10. General Provisions.
(a) Notice. Any notice, consent or approval required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been received on the date (i)
of hand delivery to the receiving party, (ii) of delivery by telecopy transmission as evidenced by
confirmation of transmission, provided such transmission is sent prior to 5:00 p.m. Pacific Time
or if sent after 5:00 p.m. Pacific Time, then the next business day, (iii) one business day following
delivery to a reputable overnight courier, or (iv) three (3) days after being deposited in the U.S.
Mail, certified mail, return receipt requested. Mailed or couriered notices shall be addressed as set
forth below.
If to Sellers: Roberta Hughan
366 Fifth St
Gilroy, CA 95020
Telephone No.: 408 - 842 -5375
Telecopy No.: NA
If to Buyer: City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Attn: City Transportation Engineer
Telephone No.: (408) 846 -0451
Telecopy No.: (408) 846 -0429
or such other address as either party may from time to time specify in writing to the other.
(b) Legal Fees. In the event either party brings an action or suit against the
other party by reason of any breach of any of the covenants or agreements on the part of the other
party arising out of 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 reasonable costs and expenses of suit, including reasonable
attorneys' fees.
(c) Time of Essence. Time is of the essence of each and every term, condition,
obligation, and provision hereof.
(d) 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. Electronic and/or facsimile transmission may be used to deliver this Agreement
between the parties and shall have the same force and effect as the original, as of the date and time
of the transmission.
(e) Captions. Any captions to, or headings of, the paragraphs or subparagraphs
of this Agreement are solely for the convenience of the parties hereto, are not a part of this
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Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
(f) Exhibits. The Exhibits attached hereto are hereby incorporated herein by
this reference.
(g) 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.
(h) 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
hereto.
(i) Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
0) 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.
(k) Severability. If any provision of this Agreement is, or hereinafter is
adjudged to be, for any reason void, unenforceable, or invalid, it is the specific intent of the parties
that.the remainder hereof shall be and remain in full force and effect.
(1) Entire Agreement. This Agreement supersedes any prior agreement, oral or
written, and contains the entire agreement between Buyer and Sellers 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.
[Signatures on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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SELLERS:
ROBERTA H. HUGHAN, Trustee of the Roberta
H. Hughan Revocable Trust dated January 31, 2012
By: 4&,,z, N
oberta H. Hughan, Trustee
MONICA PIROZZOLI AND MAUREEN
BOTILL, Co- Trustees of the Marcia H. Bodnar
Living Trust dated January 10, 2016
By:
Monica Pirozzoli, T stee
By: 179� 2;:a-Z
Maureen Botill, Trustee
(Signatures continued)
W
MONICA PIROZZOLI and GWYNETH
SAUCEDA, Co- Trustees of the Ronald F. Howson
Trust dated December 3, 2006
By: 4 /
Monica Pirozzoli, Truste
By: gv� atL CO�Q'a-'
G Sauceda, Trustee
i/
CITY OF GILROY,
a municipal corporation
By:
Name:
Title: ��•( �,. s .-
Date: °L
APPROVED AS AS TO FORM:
City Attorney
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