HomeMy WebLinkAboutGaeta, Miguel and Santos - Purchase AgreementPURCHASE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
by and between
THE CITY OF GILROY, AS BUYER, AND
MIGUEL G. GAETA AND SANTOS C. GAETA, AS SELLER
This Purchase Agreement and Joint Escrow Instructions ( "Agreement') is dated as of
March t9 2012, ( "Effective Date ") and is made by and between Miguel G. Gaeta and Santos C.
Gaeta, individually and as trustees under that certain revocable trust created by Declaration of
Trust dated: October 5, 2001 (collectively "Seller "), and the City of Gilroy, a California
municipal corporation ( "Buyer" or "City ").
RECITALS
A. Seller holds fee title to certain real property commonly known as 7453 Monterey
Street, in Gilroy, California, having Assessor's Parcel Number 799 -07 -054, and as more fully
described in the Grant Deed, attached hereto as Exhibit A ( "Property ").
B. Seller now desires to sell and convey to City, and City desires to purchase from
Seller, all right, title and interest in and to the Property on the terms and conditions contained in
this Agreement.
AGREEMENT
The parties hereby agree as follows:
1. PROPERTY. Seller agrees to sell to the City, and the City agrees to purchase
from Seller, the Property, on the terms and conditions set forth in this Agreement. An
unexecuted copy of the Grant Deed from Seller to City for the Property is attached hereto as
Fxhihit A
2. DELIVERY OF DOCUMENT. This transaction shall be handled through an
escrow with Old Republic Title Company, located at 8060 Santa Teresa Boulevard, Suite 100,
Gilroy, California, 95020 ( "Escrow Holder "), under Escrow No. 0621003613. Prior to close of
escrow, as further defined in Section 8, below, Seller shall execute and deliver the Grant Deed to
Escrow Holder for placement into escrow. The City shall not be deemed to have accepted
delivery of the Grant Deed until such time as the Grant Deed is recorded in the Official Records
of Santa Clara County, California.
After this Agreement is executed by City and Seller, Seller shall complete, execute and
deliver to Escrow Holder (i) an affidavit executed by Seller certifying that 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), and (ii) an original Withholding
Exemption Certificate (California Form 593 -C), fully executed by Seller as required by the
California Taxation and Revenue Code, certifying that Seller is not subject to tax withholding
under applicable California law.
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3. PURCHASE PRICE AND TITLE. The purchase price for the Property is One
Hundred Seventy Thousand and No /100 Dollars ($170,000.00) ( "Purchase Price "). The City
shall deliver the purchase price into escrow prior to close of escrow. At close of escrow, Seller
shall convey good, marketable and insurable fee simple title to the Property to City free and clear
of all liens, encumbrances, taxes, assessments and leases recorded and /or unrecorded, except for
the following: Exception 6 set forth in the Preliminary Title Report, attached hereto as Exhibit B
(the "Permitted Exceptions "). Exceptions 1 through 5 and Exceptions 7 through 12 set forth in
the Preliminary Title Report are disapproved and are not Permitted Exceptions.
The escrow agent shall deliver the Purchase Price to Seller, less Seller's share of prorated
taxes and amounts necessary to place title in the condition required by this Agreement, when title
to the Property vests in City free and clear of all liens, encumbrances, taxes, assessments and
leases recorded and unrecorded, except for the Permitted Exceptions. Good, marketable and
insurable fee simple title to the Property, subject only to the Permitted Exceptions, shall be
evidenced by a CLTA extended coverage owner's policy of title insurance ( "Title Policy "), with
survey exception if City elects not to obtain a survey for the Property. The Title Policy shall be
in the amount of the Purchase Price, showing title to the Property vested in the City, subject only
to the Permitted Exceptions. 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 close of escrow.
The City shall pay all costs of escrow and recording fees incurred in this transaction.
4. PRORATIONS.
a. General and special real property taxes and assessments ( "Taxes ") for the
Property shall be prorated as of the Close of Escrow on the basis of the most recent official tax
bills or notice of valuation available to the general public for the fiscal year in which the Close of
Escrow occurs. Seller shall pay all expenses accrued or incurred in connection with the
ownership or operation of the Property before the Close of Escrow, and City shall pay all
expenses accrued or incurred in connection with the ownership or operation of the Property on or
after the Close of Escrow.
b. Seller authorizes the City to deduct from the Purchase Price any amount
necessary to satisfy any delinquent Taxes, together with penalties and interest thereon, and any
delinquent or non - delinquent assessments or bonds, which are to be cleared from the title to the
Property.
5. SELLER'S RIGHTS IN PROPERTY. Seller represents and warrants that Seller
has no actual knowledge of (i) ownership interests in the Property other than Seller's, (ii)
contracts with other parties for the purchase and sale of the Property, or (iii) written leases in
effect with respect to any portion of the Property.
Seller agrees to indemnify, defend with counsel approved by the City, hold harmless and
reimburse City and City's officers, representatives, agents and employees from and against any
and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys' fees, in the event that any of Seller's
representations or warranties contained in this Section 5 are not correct at the time made or at the
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close of escrow, which obligations shall survive close of escrow and recordation of the Grant
Deed. The representations and warranties set forth herein shall survive close of escrow and
recordation of the Grant Deed.
6. CONDITIONS TO CLOSING.
a. City's Closing Conditions. 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 "):
i. City's final review and approval in City's sole and absolute
discretion of the physical condition of the Site, including, without limitation, (a) the presence or
absence of hazardous substances in or from its soil and groundwater, or anywhere else in or
around the Property, and at City's election the satisfactory completion of any Phase II site work,
(b) the structural elements, foundation, roof, appurtenances, access, facilities and appliances of
the Property, and (c) the quality, nature, adequacy, and physical condition of soils, geology and
any groundwater at the Property.
ii. Escrow Holder is unconditionally prepared, committed and able to
issue the Title Policy at Close of Escrow insuring that title to the Property is vested in City,
subject only to the Permitted Exceptions.
iii. Seller has timely performed each and every material obligation
required by the terms of this Agreement to be performed by Seller.
iv. 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.
V. If any of City's Closing Conditions have not been satisfied prior to
the Closing Date, the City shall have the right to give Seller written 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.
b. Seller's Closing Conditions. For the benefit of Seller, the Close of Escrow
shall be conditioned upon the occurrence and /or satisfaction of each of the following conditions
(or Seller's waiver thereof, it being agreed that Seller may waive any or all of such conditions):
i. City's Obligations. City shall have timely performed all of the
obligations required by the terms of this Agreement to be performed by City; and
ii. Additional Payment. As a condition of Seller's obligation to
convey the Property to City, but not as a covenant of City, on or before the Closing Date, the
Gilroy Downtown Business Association, and /or one or more such other civic organization or
individuals, as approved by City, shall have deposited into escrow for release to Seller at the
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Close of Escrow the additional sum of Forty Thousand Dollars ($40,000) ( "Additional
Payment "). The Additional Payment shall not entitle such third party or parties to any interest in
the Property, or rights with regard to this Agreement. In addition, the Additional Payment shall
not constitute any portion of the Purchase Price to be paid by City, but is incorporated into this
Agreement as an additional inducement to Seller. City shall have no obligation whatsoever to
fund or to arrange for the Additional Payment to Seller.
iii. City's Representations. All representations and warranties made
by City to Seller in this Agreement shall be true and correct as of the Close of Escrow
7. CITY'S INSPECTIONS; POSSESSION.
a. City Entry and Inspections. City and City's representatives, agents,
consultants and designees shall have the right, at reasonable times and upon reasonable notice to
Seller to enter upon the Property, at City's own cost, for any purpose in connection with its
proposed purchase, development or operation of the Property, including, without limitation, the
right to examine all books, records and files of Seller relating to the Property and the right to
make such inspections, investigations and tests as City may elect to make or obtain. Seller
agrees to make all such books, records and files available to City and its representatives at any
time during business hours upon reasonable notice from City. The exercise by City of any of the
preceding or any other act of City shall not negate any representation, warranty or covenant of
Seller or modify any of City's rights or Seller's obligations in the event of any breach by Seller of
any of Seller's representations, warranties or covenants under this Agreement. An important part
of the City's analysis and investigation of the Property concerns the structural elements and
stability of the Property, and in particular the stability of surrounding structures if the City should
remove the improvements located at the Property. Seller acknowledges that City's inspections
may include invasive and /or destructive testing (such as drilling and opening up concealed wall
and floor areas), and consents to such testing.
b. Possession. The City shall have the right of possession and use of the
Property on the date escrow closes, or as otherwise provided for by written agreement between
the Seller and the City.
8. ESCROW; EXPENSES. Escrow shall close on June 15, 2012, unless otherwise
agreed to in writing by the parties hereto. Escrow shall be deemed closed ( "Close of Escrow ")
on the date that the Grant Deed referenced in Section 1 above is recorded in the Official Records
of Santa Clara County, California. The cost of the Title Policy shall be paid by the City. The
following costs and expenses shall also be paid by the City: (a) the escrow fee of Escrow
Holder, (b) documentary transfer taxes (if any) payable in connection with the recordation of the
Grant Deed, and (c) any of the Escrow Holder's customary charges for document drafting,
recording and miscellaneous charges.
9. HAZARDOUS WASTE MATERIAL. The Seller hereby represents and warrants
that during the period of Seller's ownership of the Property, there have been no disposals,
releases or threatened releases of hazardous materials on, from, or under the Property. Seller
further represents and warrants that Seller has no actual knowledge of any disposal, release, or
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threatened release of hazardous materials on, from or under the Property that have occurred prior
to Seller taking title to the Property.
The acquisition price of the Property being acquired in this transaction reflects the fair
market value of the Property without the presence of contamination. If the Property being
acquired is found to be contaminated by the presence of hazardous substances which require
mitigation under Federal or State law, the City reserves the right to recover its clean -up costs
from those who caused or contributed to the contamination.
Seller hereby agrees to indemnify, defend with counsel acceptable to the City and hold
the City and City's officers, representatives, agents and employees harmless from any and all
past, present and future claims, suits, losses, liabilities, obligations, and expenses, including
without limitation attorney's fees, arising in conjunction with or as a result of Seller's breach of
any of its representations or warranties set forth in this Section 9, which representations and
warranties shall survive Close of Escrow and recordation of the Grant Deed. As used in this
Agreement the term "hazardous substances" means any and all chemicals, substances, wastes or
materials which have been or are 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, petroleum, asbestos, polychlorinated biphenyls, radioactive materials and
radon gas. Seller's obligations pursuant to this Section 9 shall survive the Close of Escrow and
recordation of the Grant Deed.
10. SEVERABILITY. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall
continue in full force without being impaired or invalidated in any way.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
12. NOTICES. 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 evidence
by confirmation of transmission, provided such transmission is sent prior to 5:00 p.m. PST or if
sent after 5:00 p.m. PST, 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 Seller: Miguel G. Gaeta and Santos C. Gaeta
7320 Princevalle Street
Gilroy, CA 95020
Telephone No.: (408)842 -6053
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022812 - 04706083
If to City: City of Gilroy
Attn: Thomas J. Haglund, City Administrator
7351 Rosanna Street
Gilroy, CA 95020 -6141
Telephone No.: (408) 846 -0202
or such other address as either party may from time to time specify in writing to the other.
13. AUTHORITY AND EXECUTION. Each person executing this Agreement on
behalf of a party represents and warrants that such person is duly and validly authorized to do so
on behalf of the entity it purports to bind and, if such party is a partnership, corporation or
trustee, that such partnership, corporation or trustee has full right and authority to enter into this
Agreement and perform all of its obligations hereunder.
14. ENTIRE AGREEMENT. This Agreement represents the full and complete
understanding of the parties with respect to the Property. Any prior or contemporaneous oral or
written agreements by and between the parties or their agents and representatives with respect to
the Property are revoked and extinguished by this Agreement.
15. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs
of this Agreement are for convenience only and shall not be considered nor referred to for
resolving questions of interpretation.
16. REQUIRED ACTIONS. Each party agrees to execute such instruments and
documents and to undertake such actions as may be reasonable required in order to consummate
the purchase and sale contemplated by this Agreement.
17. TIME OF THE ESSENCE. Time is of the essence of each and every term,
condition, obligation and provision hereof.
18. AMENDMENT. This Agreement shall not be modified or amended except by an
instrument in writing executed by each of the parties hereto.
19. SUCCESSORS. This Agreement shall inure to the benefit of and bind the parties'
respective heirs, legal representatives, successors, and assigns.
20. ATTORNEYS' FEES. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, which may be set by the court in
the same action or in a separate action brought for that purpose, in addition to any other relief to
which that party may be entitled.
21. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same document.
1TMORELL1861418.4 6
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22. FACSIMILE TRANSMISSION. Facsimile transmission may be used to deliver
this Agreement between the parties and shall have the same force and effect as an original, as of
the date and time of such transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as follows:
SELLER:
eon
By: r
Migue . Gaeta .�
By:..z..�t/w
-'Santos C. Gaeta
CITY:
GILROY, California
By:
Thomas J. Mglund
City Administrator
ATTF
City Clerk
APPROVED AS TO FORM:
FA' /'
City Attorney
ITMORELL1861418.4 7
022812 - 04706083
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020 -6141
Attn: City Clerk
EXHIBIT "A"
SPACE ABOVE THIS LINE FOR RECORDER'S USE
RECORD WITHOUT FEE UNDER SECTION 6103
GOVERNMENT CODE OF STATE OF CALIFORNIA
GRANT DEED
RECORD WITHOUT FEE UNDER SECTION 6103
GOVERNMENT CODE OF STATE OF CALIFORNIA
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Miguel G.
Gaeta and Santos C. Gaeta, individually and as Trustees under that certain revocable trust created
by Declaration of Trust dated: October 5, 2001 (GRANTOR) hereby GRANT to the City of
Gilroy, a California municipal corporation, (GRANTEE) all of its right, title and interest, in the
real property located in the City of Gilroy, California, County of Santa Clara, State of California
further described in the Attached Exhibit "A ":
Dated:
Dated:
Mail tax statements to: Same as above address.
1TMORELLI861418.4
022812 - 04706083
ME
Miguel G. Gaeta, Trustee
Santos C. Gaeta, Trustee
Exhibit A to Grant Deed
The real property in the City of GILROY, State of CALIFORNIA, County of SANTA
CLARA, described as follows:
Portion of Lot 10, in Block I North, Range I Wes, as slioven upon Map No. 5 accompanying
repoit of the commis—sioners in Heniy f-fider, et al, plaintiffs, vs. Massey Thomas, et al,
defendants, in the Superior Court of the State of California, in and for the county of Santa
Clara, case number 5536, and nxxi-e particula* described as fo,llows:
Beginning at a point on the South%,4*steqiy line of Mcntej--e Street, distant therecn. 272.60 feet
Southeasterly from the intersection dwreof with the Southeasterly line of Fifth Sbeet; said point
of beginning being also the South—easterly comei- of Lot 10, as shown upon the Map above
referred to, and running thence Southwesterly along the Southeasterly line of Lot 10, 190.70
fee to the Southwesterly corner thereof; thence NorbIw—estefly allong the Southwesterly corner
thereof; thence Noithwesterty along the Southwesterly line of Lot 10, 13.90 feet; thence
Northeasterly 190.70 feet to a point on the Souttwesteilly line of Mlontei-ey Sb-eet, distant
thereon 20 feet Nort1woesterly fi-om the place of beginning; thence Southeasterly 20 feet to the
point of beginning.
APN: 799-07-054
UMORELL1861418.4
022812-04706083
STATE OF }
} ss.
COUNTY OF }
On , 2012, 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 is true and correct.
WITNESS my hand and official seal.
(Seal)
(Signature)
UMOREW861418.4
022812 - 04706083
3
EXHIBIT "B"
PRELIMINARY TITLE REPORT
[See attached]
\TMORELL \861418.4
m ')u1? nn7nannq
ORDER NO.: 0621003613 -1W
EXHIBIT A
The land referred to is situated in the County of Santa Clara, City of Gilroy, State of California,
and is described as follows:
Portion of Lot 10, in Block 1 North, Range 1 West, as shown upon Map No. 5 accompanying
report of the commissioners in Henry Miller, et al, plaintiffs, vs. Massey Thomas, et al,
defendants, in the Superior Court of the State of California, in and for the County of Santa
Clara, case number 5536, and more particularly described as follows:
Beginning at a point on the Southwesterly line of Monterey Street, distant thereon 272.60 feet
Southeasterly from the intersection thereof with the Southeasterly line of Fifth Street; said point
of beginning being also the Southeasterly corner of Lot 10, as shown upon the Map above
referred to; and running thence Southwesterly along the Southeasterly line of Lot 10, 190.70
feet to the Southwesterly corner thereof; thence Northwesterly along the Southwesterly corner
thereof; thence Northwesterly along the Southwesterly line of Lot 10, 18.90 feet; thence
Northeasterly 190.70 feet to a point on the Southwesterly line of Monterey Street, distant
thereon 20 feet Northwesterly from the place of beginning; thence Southeasterly 20 feet to the
point of beginning.
APN: 799 -07 -054
Page 1 of 1
** 8060 Santa Teresa Blvd, Suite 100
* ( OLD REPUBLIC Gilroy, CA 95020
' F T I T L E C O M P A N Y (408) 847 -1505 Fax: (408) 848 -3507
PRELIMINARY REPORT
Our Order Number 0621003613 -]W
CITY OF GILROY
Buyer:
7351 Rosanna
Gilroy, CA 95020
Attention: David Stubchaer When Replying Please Contact:
]an Wallace
]Wallace @ortc.com
(408) 847 -1505
City of Gilroy
Property Address:
7453 Monterey Street, Gilroy, CA 95020
In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY hereby reports
that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and
the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or
encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules,
Conditions and Stipulations of said policy forms.
The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in
Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth
in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive
remedy of the parties. Limitations on Covered Risks applicable to the Homeowner's Policy of Title Insurance which establish a
Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the Policy
forms should be read. They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this
report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered
under the terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of title and may
not list all liens, defects, and encumbrances affecting title to the land.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title
insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance,
a Binder or Commitment should be requested.
Dated as of December 7, 2011, at 7:30 AM
OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached
Page 1 of 6 Pages
nPT 41 SR -A (Rav f1R/( WOR1
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0621003613 -3W
The form of policy of title insurance contemplated by this report is:
CLTA Standard Coverage Policy -1990; AND ALTA Loan Policy - 2006. A specific request
should be made if another form or additional coverage is desired.
The estate or interest in the land hereinafter described or referred or covered by this Report is:
Fee
Title to said estate or interest at the date hereof is vested in:
Miguel G. Gaeta and Santos C. Gaeta, Trustees under that certain revocable trust created by
Declaration of Trust dated: October 5, 2001
The land referred to in this Report is situated in the County of Santa Clara, City of Gilroy, State of California, and is described
as follows:
Portion of Lot 10, in Block 1 North, Range 1 West, as shown upon Map No. 5 accompanying report of the
commissioners in Henry Miller, et al, plaintiffs, vs. Massey Thomas, et al, defendants, in the Superior Court of
the State of California, in and for the County of Santa Clara, case number 5536, and more particularly
described as follows:
Beginning at a point on the Southwesterly line of Monterey Street, distant thereon 272.60 feet Southeasterly
from the intersection thereof with the Southeasterly line of Fifth Street; said point of beginning being also the
Southeasterly corner of Lot 10, as shown upon the Map above referred to; and running thence Southwesterly
along the Southeasterly line of Lot 10, 190.70 feet to the Southwesterly corner thereof; thence Northwesterly
along the Southwesterly corner thereof; thence Northwesterly along the Southwesterly line of Lot 10, 18.90
feet; thence Northeasterly 190.70 feet to a point on the Southwesterly line of Monterey Street, distant thereon
20 feet Northwesterly from the place of beginning; thence Southeasterly 20 feet to the point of beginning.
APN: 799 -07 -054
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows:
Taxes and assessments, general and special, for the fiscal year 2011 - 2012, as follows:
Assessor's Parcel No
799 -07 -054
Code No.
02 -007
1st Installment
$2,250.55 NOT Marked Paid
2nd Installment
$2,250.55 NOT Marked Paid
Land Value
$358,834.00
2of6
ORT '31 SR -R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0621003613 -3W
2. Said property having been declared tax defaulted for non - payment of delinquent taxes for
the fiscal year 2010 - 2011, and subsequent delinquencies
Amount to redeem by December 31, 2011, for the above stated year (and subsequent years,
if any) is $5,648.94.
and by January 31, 2012 is $5,719.26
and by February 29, 2012 is $5,789.59
Assessor's Parcel No. 799 -07 -054
3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et
seq., of the Revenue and Taxation Code of the State of California.
4. Any special tax which is now a lien and that may be levied within the Santa Clara County
Library District, notice(s) for which having been recorded.
NOTE: Among other things, there are provisions in said notice(s) for a special tax to be
levied annually, the amounts of which are to be added to and collected with the property
taxes.
NOTE: The current annual amount levied against this land is $5.04.
NOTE: Further information on said assessment or special tax can be obtained by contacting:
Name Fiscal Agent of the Santa Clara County Library District, Joint Powers
Authority
Address 14600 Winchester Blvd., Los Gatos, CA 95032
Telephone No. (408) 293 -2326, Ext. 3004
5. Rights of the public, County and /or City, in and to that portion of said land lying within the
lines of Monterey Road and Gourmet Alley.
3 of 6
(1RT'41 SR -R
91
7.
9
0PT R1 SR -R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0621003613 -3W
A Notice as follows:
Entitled Certificate Pursuant to City of Gilroy Ordinance No. 89 -20 Seismic
Hazard Identification Program for Unreinforced Masonry Buildings
By City of Gilroy Building Division
Dated December 12, 1991
Recorded December 27, 1991 in Book L984 of Official Records, Page 713 under
Recorder's Serial Number 11181575
Returned to
Address 7351 Rosanna St., Gilroy, CA 95020
Which Among
Other Things
Provides The owner(s) has /have been notified by mail to have the building(s)
structurally analyzed and to submit an engineering report to the City
within the timeframe specified in the Ordinance.
Deed of Trust to secure an indebtedness of the amount stated below and any other amounts
payable under the terms thereof,
Amount $150,000.00
Trustor /Borrower Miguel G. Gaeta and Santos C. Gaeta, wife and husband as
community property with right of survivorship
Trustee Old Republic Title Company, a California corporation
Beneficiary/Lender Topland Associates, a Limited Partnership
Dated September 14, 2007
Recorded September 20, 2007 in Official Records under Recorder's Serial
Number 19591418
Returned to 786 W. Dana Street, Mountain View, CA 94041
Terms and conditions contained in the Gaeta Revocable Trust created by Declaration of Trust
dated: October 5, 2001 as disclosed by Grant Deed
Dated November 9, 2007
Recorded December 20, 2007 in Official Records under Recorder's Serial
Number 19689294
NOTE: The requirement that:
A Certification of Trust be furnished in accordance with Probate Code Section 18100.5
The Company reserves the right to make additional exceptions and /or requirements.
Any unrecorded and subsisting leases.
4 of 6
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0621003613 -JW
10. Rights and claims of parties in possession.
11. Consequences of any allegation or determination that the transfer to Topland Associates, a
Limited Partnership is a preference or fraudulent transfer under bankruptcy or insolvency
laws.
NOTE: No search has been made in the Federal Courts or Bankruptcy Courts for pending
bankruptcy proceedings.
12. Any claim or allegation to set aside the deed from Miguel G. Gaeta and Santos C. Gaeta to
Topland Associates, a Limited Partnership, recorded or proposed to be recorded, in a
bankruptcy proceeding filed by or on behalf of Miguel G. Gaeta and Santos C. Gaeta within
one year from the date of recordation of any such deed.
-------------- - - - - -- Informational Notes ------------- - - - - --
A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears
to be section(s) 1.1 and 2.3.
B. NOTE: The last recorded transfer or agreement to transfer the land described herein is as
follows:
Instrument
Entitled Grant Deed
By /From Topland Associates, a limited partnership
To Miguel G. Gaeta and Santos C. Gaeta, wife and husband as
community property with right of survivorship
Recorded September 20, 2007 in Official Records under Recorder's Serial
Number 19591417
5 of 6
nPT R1 SR -R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0621003613 -JW
Grant Deed executed by Miguel G. Gaeta and Santos C. Gaeta, wife and husband as
community property with right of survivorship to Miguel G. Gaeta and Santos C.
Gaeta, Trustees under that certain revocable trust created by Declaration of Trust
recorded December 20, 2007 in Official Records under Recorder's Serial Number
19689294.
0. N.
CL /cl
If you anticipate having funds wired to Old Republic Title Company, our wiring information is
as follows: Comerica Bank, 275 Battery Street, San Francisco CA 94111, credit to the
account of: Old Republic Title Company Account Number 1892529965, ABA Number
121137522.
When instructing the financial institution to wire funds, it is very important that you
reference Old Republic Title's Escrow Number 0621003613.
Note: Automated Clearing House (ACH) transfers are not accepted in lieu of wired funds,
except when received from a governmental agency.
Funds deposited directly into an account of Old Republic Title Company at a Comerica Bank
branch are subject to verification and may cause a delay in closing.
Should you have any questions in this regard, please contact your Escrow or Title Officer
immediately.
6of6
nPT R1 SR -R
Exhibit A
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY - 1990
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or
expenses which arise by reason of:
(a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any
improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any
parcel of which the land is or was a part; or {iv) environmental protection, or the effect of any violation of these laws, ordinances or
governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting
from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. -
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a
defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of
Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from
coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in
writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;.
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for
the estate or interest insured by this policy.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of
any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land Is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured
mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the
interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.
EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:
1. Taxes or assessments Which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of
such agency or by the public records.
2. Any facts, rights, interests, or claims Which are not shown by the public records but which could be ascertained by an inspection of the land
which may be asserted by persons in possession thereof,
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which
are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title
to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.
6. Any lien or right to a lien for services, labor or material not shown by the public records.
Page 1 of 2
,Exhibit A
AMERICAN LAND TITLE ASSOCIATION
LOAN POLICY OF TITLE INSURANCE - 2006
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or
expenses that arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or
relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land;
(iii) the subdivision of land; or
(iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion
1(a) does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in
writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13,
or 14); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing- business laws
of the state where the Land is situated.
5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured
Mortgage and is based upon usury or any consumer credit protection or truth -in- lending law.
6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien
of the Insured Mortgage, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.
7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and
the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered
Risk 11(b).
EXCEPTIONS FROM COVERAGE — SCHEDULE B, PART 1, SECTION ONE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of:
1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings,
whether or not shown by the records of such agency or by the Public Records.
2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that
may be asserted by persons in possession of the Land.
3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land and not shown by the Public Records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title
to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.
6. Any lien or right to a lien for services, labor or material not shown by the public records.
Page 2of2
Old Republic Title Company
Privacy Policy Notice
PURPOSE OF THIS NOTICE
Title V of the Gramm - Leach - Bliley Act (GLBA) generally prohibits any financial institution, directly or
through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third
parry unless the institution provides you with a notice of its privacy policies and practices, such as the
type of information that it collects about you and the categories of persons or entities to whom it may
be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies
you of the privacy policies and practices of Old Republic Title Company
We may collect nonpublic personal information about you from the following sources:
Information we receive from you such as on applications or other forms.
Information about your transactions we secure from our files, or from [our affiliates or] others.
Information we receive from a consumer reporting agency.
Information that we receive from others involved in your transaction, such as the real estate
agent or lender.
Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic
personal information will be collected about you.
We may disclose any of the above information that we collect about our customers or former
customers to our affiliates or to nonaffiliated third parties as permitted by law.
We also may disclose this information about our customers or former customers to the following
types of nonaffiliated companies that perform marketing services on our behalf or with whom we
have joint marketing agreements:
Financial service providers such as companies engaged in banking, consumer finance,
securities and insurance.
Non - financial companies such as envelope stuffers and other fulfillment service
providers.
WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR
ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW.
We restrict access to nonpublic personal information about you to those employees who need to
know that information in order to provide products or services to you. We maintain physical,
electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic
personal information.
ORT 287 -C 5/07/01
O F F I C E O F C O U N T Y A S S E S S O R S A N T A C L A R A C O U N T Y, C A L I F O R N I A
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he land indicated hereon with reference to streets and other land. No liability is assumed by reason of any
reliance hereon."
BOOK PAGE
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841
LAWRENCE E. STONE - ASSESSOR
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"NOTICE: This is neither a plat nor a survey. It is furnished merely as a convenience to aid you in locating
he land indicated hereon with reference to streets and other land. No liability is assumed by reason of any
reliance hereon."
BOOK PAGE
799 7
1.
100,
BK
841
LAWRENCE E. STONE - ASSESSOR
Cadastral mop for assessment purposes mly.
Compiled under R. R T. Code, Sec. 327.
E/f—U- Rao Y— 2009 -2010
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