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HomeMy WebLinkAboutSchlapfer, Martin F. - Agreement for Purchase of PropertyGrantor: City of Gilroy, California Assessor's Parcel No.: (portion of APN 841 -05 -001) AGREEMENT FOR PURCHASE OF REAL PROPERTY This agreement ( "Agreement ") for purchase of real property by and between the City of Gilroy, a California chartered municipal corporation, hereinafter referred to as "City", and Martin F. Schlapfer ( "Buyer ") is entered into as of the execution by the City ( "Effective Date "). RECITALS City owns a one hundred eighty-eight (18 8) square foot parcel of real property further described in Exhibit A, attached hereto (the "Property") which Property was originally acquired from Buyer's predecessor in interest for the purpose of constructing and maintaining a bridge and related improvements ( "Bridge Improvements "). City has constructed the Bridge Improvements on Property and adjoining properties owned by City. Buyer desires to purchase from City and City desires to sell to Buyer an easement over the Property for purposes of vehicular parking pursuant to the terms of this Agreement. NOW THEREFORE, the parties hereby agree as follows: AGREEMENT 1. PROPERTY. City agrees to sell to Buyer, and Buyer agrees to acquire from City, on the terms and conditions set forth in this Agreement, the easement rights more particularly described in the Easement Agreement which shall be entered into by the parties prior to close of escrow ("Easement"), and which Easement is substantially similar to that attached hereto as Exhibit A. 2. DELIVERY OF DOCUMENTS. The Easement shall be executed by both parties and thereafter delivered into escrow by City. Buyer shall not be deemed to have accepted delivery of the Easement until such time as the Easement Agreement is recorded in the Official Records of Santa Clara County, California in accordance with written escrow instructions delivered to escrow by City. This transaction shall be handled through an escrow with Chicago Title Company located at 8060 Santa Teresa Blvd, Suite 100, Gilroy, CA 95020 under Escrow No. (hereinafter "Title Company" or "Escrow Holder "). Prior to the close of escrow, City shall complete, execute and deliver to Escrow Holder an original Withholding Exemption Certificate (California Form 590 -RE), fully executed by City as required WPAPP1760029.1 042908- 04706091 by the California Revenue and Taxation Code, certifying that City is not subject to tax withholding under applicable California law. 3. PURCHASE PRICE AND TITLE. (a) The purchase price for the Easement under this Agreement shall be Eight Hundred Dollars ($800.00). Buyer shall deliver the purchase price into escrow prior to close of escrow. Escrow agent shall deliver the purchase price to City when title to the Easement vests in Buyer at close of escrow. (b) City shall deliver, and Buyer agrees to accept, the Easement, subject to City's rights to construct and maintain the Bridge Improvements on the Property and on property adjacent thereto and any other exceptions of record at the close of escrow. (c) Buyer shall pay all costs of escrow, title insurance (if desired by Buyer) and recording fees incurred in this transaction. 4. "AS IS" ACQUISITION. Buyer represents and warrants that Buyer has satisfied itself, or prior to the Close of Escrow will satisfy itself, as to the physical, environmental, legal and economic condition of the Property and its suitability for the purposes intended by Buyer. Buyer acknowledges and agrees that Buyer is acquiring the Easement subject to all existing laws, ordinances, rules and regulations, and that neither City nor any of City's officers, directors, employees, agents, representatives and attorneys (collectively, "City's Agents ") have made any warranties, representations or statements regarding the availability of any approvals, or the laws, ordinances, rules or regulations of any governmental or quasi - governmental body, entity, district or agency having authority with respect to the ownership, possession, development, occupancy, condition and/or use of the Property. City disclaims the making of any representations or warranties, express or implied, regarding the Easement or matters affecting the underlying Property, including, without limitation, the physical condition of the Property, title to or boundaries of the Property, soil condition, the presence of hazardous waste, hazardous materials, toxic waste or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural or other engineering characteristics, traffic patterns and all other information pertaining to the Property. Buyer further acknowledges that City has made no representation or warranty regarding the accuracy or completeness of any reports or studies relating to the Property which may have been delivered to or made available to Buyer other than that the same are true and correct copies of the reports and studies available to City. Buyer moreover acknowledges that Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Property, including, without limitation, the compliance of the Property with laws and governmental regulations and the operation of the Property, and that Buyer is not relying on any representations and warranties made by City or anyone acting or claiming to act on City's behalf concerning the Property or Buyer's ability to exercise its Easement rights thereon. IVPAPP1760029.1 2 042908-04706091 Buyer further acknowledges that it has not received from City any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying upon the advice of its own accounting, tax, legal, architectural, engineering, property management and other advisors. Buyer shall purchase the Easement in its "As Is" condition on the Closing Date and assumes the risk that adverse physical, environmental, economic or legal conditions may not have been revealed by its investigations. City shall have no liability for any subsequently discovered defects, whether latent or patent. Buyer agrees that, from and after the Close of Escrow, Buyer, for itself and its agents, affiliates, successors and assigns, shall release and forever discharge City, its agents, affiliates, successors and assigns from, and waives any right to proceed against City for, any and all rights, claims and demands at law or in equity relating to the physical, environmental, economic or legal condition of the Property. Such release shall survive the Close of Escrow. Buyer has read and has been fully advised of the contents of Section 1542 of the Civil Code of the State of California, which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. and Buyer hereby expressly waives any and all rights and the benefits of said section or any similar section of the laws of any other applicable jurisdiction. 5. PRORATION OF TAXES. If Buyer acquires title to the Easement under the terms, covenants and conditions of this Agreement, taxes (if any) shall be prorated in accordance with California Revenue and Taxation Code section 5081 et seq., as of the recordation of the Easement conveying title to Buyer. 6. CLOSE OF ESCROW. For purposes of this Agreement, the "Close of Escrow" (or "Closing") shall occur on the date that the Easement is recorded in the Official Records of Santa Clara County, California. Close of Escrow shall occur as soon as reasonably feasible after the Effective Date, but in no event more than thirty (30) days after the Effective Date, unless extended by mutual agreement of Buyer and City in writing. WAPP1760029.1 042908-04706091 7. CONDITIONS TO CLOSING. Buyer's obligation to purchase the Easement shall be conditioned and contingent upon there having been no material change to the physical condition of the Property between the execution of this Agreement and Close of Escrow. If there is such a material change in the physical condition of the Property, then Buyer shall have the right to give City 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 either party. Buyer may unilaterally waive any of the Buyer's Closing Conditions, such conditions being for Buyer's sole benefit. 8. POSSESSION. The Buyer shall have the right to exercise its rights under the Easement commencing on the Close of Escrow. 9. IMPROVEMENTS. Purchase of this Easement gives Buyer no rights to use, alter or remove any improvements on the Property. Any and all improvements on the Property shall remain the property of City and may only be used, altered or removed with the express written permission of City. 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. ENTIRE AGREEMENT. This Agreement represents the full and complete understanding of the parties with respect to the transaction contemplated by this Agreement. Any prior or contemporaneous oral or written Agreements by and between the parties or their agents and representatives with respect to the purchase and sale of the Easement are revoked and extinguished by this Agreement. NPAPR760029.1 4 04290&04706091 13. 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 document. 14. AMENDMENT. This Agreement shall not be modified or amended except by an instrument in writing executed by each of the parties hereto. 15. SUCCESSORS. This Agreement shall inure to the benefit of, and bind, the parties' respective heirs, legal representatives, successors and assigns. 16. INTERPRETATION. This Agreement shall be interpreted and construed only by the contents hereof and there shall be no presumption or standard of construction in favor of or against either party. IN WITNESS WHEREOF, the parties have executed this Agreement as follows: BUYER: MARTIN F. SCHLAPFER By: Name: Martin F. Schlapfer WPAPP1760029.1 042908- 04706091 CITY: CITY OF GILROY, a California ch ered icipal corporation By: Name: Tho s Hagl d Title: City Administrator `, Date: Jn .. /,;WK APPROVED(,4S TO FORM: Linda A. Callon City Attorney EXHIBIT "A" Order No. Escrow or Loan No. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Martin F. Schlapfer Address:965 Brook Way Gilroy, CA 95020 SPACE ABOVE THIS LINE FOR RECORDER'S USE Mall Tax Statements to: CITY CONVEYANCE DOCUMENTARY TRANSFER TAX $0.00 R osanna St. Tax: $0.00 X Computed on the consideration or 7351 R City Gilroy value of property conveyed; Gilroy, CA 95020 OR Attention: Charlie Krueger Computed on the consideration or City: Gilroy value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax - Firm Name A.P.N.841 -05 -001 EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (this "Agreement "), is made and entered into as of this day of , 2008, by and between the City of Gilroy, a California municipal corporation ( "Grantor "), and Martin F. Schlapfer ( "Grantee "). Recitals Grantor owns a parcel of property more particularly described in the attached Exhibit A, which property was originally acquired from Grantee's predecessor in interest for the purpose of the construction and maintenance of bridge improvements (the "Bridge Improvements "); and Grantor has constructed the Bridge Improvements on the above - described property and adjacent Grantor property; and Grantee desires to purchase an easement over the above - described property for purposes of vehicular parking. NPAPP1760029.1 042908- 04706091 FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the parties agree as follows 1. Grant of Easement. GRANTOR hereby GRANTS to GRANTEE an easement ( "Easement") appurtenant to the Grantee Property over that certain property in the City of Gilroy, County of Santa Clara, State of California, more particularly described in the attached Exhibit A (the "Easement Area "). Said Easement shall be for the purpose of parking for operational vehicles only and installation and maintenance of a concrete driveway, which driveway must be approved by Grantor before construction. 2. Limitation on Use of Easement. Said Easement is subordinate to the rights of the Grantor to construct and maintain the Bridge Improvements as well as any other encumbrances of record on the set forth below. As such, Grantor, in its discretion, shall have the right to remove any and all improvements installed on the property by Grantee pursuant to this Easement, if such removal relates to Grantor's construction or maintenance of the Bridge Improvements. Grantor shall have no obligation (i) to repair or replace any improvements in the Easement Area damaged or destroyed by Grantor's activities related to construction or maintenance of existing or new Bridge Improvements; (ii) to indemnify Grantee for any other damages incurred by Grantee (and/or Grantee's agents, contractors, employees or invitees) within the Easement Area resulting from Grantor's use of the Easement Area for construction or maintenance of existing or new Bridge Improvements; or (iii) to indemnify Grantee for loss of Grantee's ability to exercise its rights under this Easement to park on the Easement Area resulting from Grantor's use of the Easement Area for construction or maintenance of existing or new Bridge Improvements. 3. Damage to Easement. Grantee shall have the obligation to repair any damage to the Easement Area or the Bridge Improvements and any other portion of Grantor's real properties, or any improvements thereon, resulting from Grantee's use of the Easement and restore the same to substantially the same condition as existed before such damage. 4. Grantee Indemnity. Grantee shall defend, indemnify and hold harmless Grantor from and against any and all losses, claims, expenses, damages, obligations, liabilities or judgments, including reasonable attorneys' fees and court costs (collectively, "Claims'), which arise out of the use of the Easement Area by the Grantee or its employees, contractors, subcontractors, consultants, engineers and invitees including but not limited to any personal injury or property damage resulting from Grantee's construction thereon and use thereof. 5. Entire Document/Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the Easement, and supersedes as of the date hereof any prior agreement(s) between the parties, written or oral, concerning the matters set forth herein. Any subsequent modification of this Agreement shall be in writing and signed by both parties or their respective successors in interest. WPAPP1760029.1 042908- 04706091 6. Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall in no way be impaired or invalidated, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision. 7. Binding on Successors. This Agreement shall bind and inure to the benefit of the respective successors, assigns, legatees, heirs, executors, administrators and estates of each of the parties and, where applicable, the terms "Grantee" and "Grantor" shall refer to both the signatories of this Agreement and any succeeding owners of the Grantee Property and the Easement Area respectively. 8. Voluntary Termination by Grantee. Grantee may elect at any time to terminate this Easement. In such event, Grantee shall remove any paving or other improvements in the Easement Area installed by Grantee and restore the Easement Area to a neat and clean condition. Upon completion of such work, Grantee shall execute and deliver a quitclaim deed quitclaiming all of Grantee's right, title and interest in the Easement Area to Grantor or Grantor's successor in interest to the Easement Area. In such event, Grantor shall be no obligation to pay Grantee for such quitclaim. 9. Applicable Law. This Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. 10. Interpretation. This Easement Agreement shall be interpreted and construed only by the contents hereof and there shall be no presumption or standard of construction in favor of or against either party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the latest date set forth next to their signatures below. GRANTEE: MARTIN F. SCHLAPFER a s Al't By: P// c,; Martin F. Schlapfer Date: G G log WAM760029.1 2 042906. 04706091 GRANTOR THE CITY OF GILROY, a California municipal corporation Thomas Haglund City Administrator Date: EXHIBIT "A" R+G .17809A Awe MW mow. Inc All that real property situate in the City of Gilroy, County of Sams Qfra, State of Cafi&rnia bang a portion of Lot 1S in Block 2 North, Rage 4 Bast as shown on the, -Mp, of the SWAvigm of Las Animas Sublot No. 11 ad Las ArAM Ranchlot No. 39 in the Rancho Las Aarrnas" &d for m=d in Book P1 afMaps at Page 4, Santa Clam County Records, and being nxwe particularly described as hdow. . Beginning at the most Westerly corner of said Lot 15, said corner being the inieraoction of the northeasterly fine of a 16' wide aiky as shown on said subdivision Map with the southerly line of Leans Street (60 feet wide) as shown on, that certain RcooW of Survey Sod for record on Amer 22,1993 in Book 666 of Maps at Page ,3S, Santa Clara County Recorder theater along said southerly line of Lewis Street, North 70'00'48" East a ditam of 31.35 fnt; thence papm&cularto last said fine; South 1759012" Boat a distance of6.00 &et; them "S aline 6.00 feet Southeaderly of (n>eaanred at right angles) and pardal to said southerly fine of Lewis Street, South 7OW48" West a distance of 3 l .3 S feet to the southwastgrty be of said Lot 15; thence along Let said fine; North 19°39'12" West a distance of 6.00 feet to said point of Beginning, and containing 188 square foot, mora or less. Robert A. Smith U�MC20621- � STATE OF CALIFORNIA ss. COUNTY OF On , before me, , personally appeared ❑ personally known to me -OR- ❑ 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. WITNESS my hand and official seal. SIGNATURE OF NOTARY WPAPR760029.1 3 042908 - 04706091 CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document. ❑ INDIVIDUAL ❑ CORPORATE OFFICERS(S) Title(s) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN /CONSERVATOR ❑ OTHER: Name of Person(s) or Entity(ies) STATE OF CALIFORNIA ss. COUNTY OF On , before me, , personally appeared ❑ personally known to me -OR- ❑ 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. WITNESS my hand and official seal. SIGNATURE OF NOTARY WPAPPl760029.1 4 o429DB- o4706091 CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document. ❑ INDIVIDUAL ❑ CORPORATE OFFICERS(S) Title(s) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN /CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies)